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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K 12(g)(3)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 19, 2000
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(Date of earliest event reported)
First Northern Community Bancorp
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
68-0450397
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(Commission File Number) (IRS Employer Identification No.)
195 N. First St., Dixon, California 95620
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(Address of principal executive offices) (Zip Code)
(707) 678-4422
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
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Reorganization
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On January 7, 2000, First Northern Bank of Dixon ("Bank"), a California
state-chartered bank, announced its intention to reorganize into a bank holding
company form. First Northern Community Bancorp, a California corporation
("Bancorp") was incorporated on February 8, 2000.
On March 21, 2000, the Bank, Bancorp and FNCB Merger Corp., a wholly-owned
subsidiary of Bancorp ("Merger Co."), entered into an Agreement and Plan of
Reorganization and related Agreement of Merger, whereby Merger Co. would be
merged with and into the Bank, with the Bank being the surviving corporation,
the Bank would become a wholly-owned subsidiary of Bancorp, and shareholders of
the Bank would receive one share of Bancorp common stock in exchange for each
share of Bank common stock (the "Reorganization"). On April 25, 2000, the
California Department of Corporations issued a permit with respect to the
issuance of Bancorp common stock in the Reorganization, in connection with a
fairness hearing held on April 25, 2000 pursuant to Section 25142 of the
California Corporate Securities Law of 1968.
At the Bank's Annual Meeting of Shareholders held on April 27, 2000, the
Reorganization was approved by the affirmative vote of a majority of the
outstanding shares of the Bank's common stock. A copy of the Proxy Statement/
Offering Circular as distributed to the Bank's shareholders in connection with
the Annual Meeting is filed herewith as Exhibit 99.5.
On May 19, 2000, the Agreement of Merger was filed with the Secretary of
State of the State of California, and consummation of the Reorganization
occurred effective as of the close of business on May 19, 2000. As a result of
the consummation of the Reorganization, the Bank has become a wholly-owned
subsidiary of Bancorp, and the one-for-one share exchange referred to above has
been completed.
Attached as Exhibit 99.1, and incorporated herein by this reference, is a
copy of a press release dated May 22, 2000 with respect to the consummation of
the Reorganization.
Description of Common Stock
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The description of Bancorp's authorized common stock is incorporated herein
by reference to the section entitled "Proposal 3 - Organization of a Bank
Holding Company -- Comparative Description of Common Stock" in the Proxy
Statement / Offering Circular dated March 27, 2000, filed herewith as Exhibit
99.5.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired:
See the Bank's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 and Quarterly Report on Form 10-Q
for the quarter ended
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March 31, 2000, filed with the FDIC pursuant to Section 12(i)of
the Securities Exchange Act of 1934, as amended, and filed
herewith as Exhibits 99.2 and 99.3.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
3(i) Articles of Incorporation of First Northern Community
Bancorp.
3(ii) Bylaws of First Northern Community Bancorp.
21 Subsidiaries of First Northern Community Bancorp.
23.1 Consent of KPMG LLP, Independent Accountants
99.1 Press Release dated May 22, 2000.
99.2 Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 of First Northern Bank of Dixon, as
filed with the FDIC.
99.3 Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000 of First Northern Bank of Dixon, as
filed with the FDIC.
99.4 Current Report on Form 8-K dated May 19, 2000, as filed
with the FDIC by First Northern Bank of Dixon on May 23,
2000.
99.5 First Northern Bank of Dixon 1997 Stock Option Plan.
99.6 Amended and Restated First Northern Bank of Dixon
Outside Directors 1997 Nonstatutory Stock Option Plan.
99.7 First Northern Bank of Dixon 1997 Employee Stock
Purchase Plan.
99.8 First Northern Bank of Dixon 1997 Stock Option Plan
Forms "Incentive Stock Option Agreement" and "Notice
of Exercise Stock Option."
99.9 First Northern Bank of Dixon Amended and Restated
Outside Directors 1997 Nonstatutory Stock Option Plan
Forms "Nonstatutory Stock Option Agreement" and "Notice
of Exercise of Stock Option."
99.10 First Northern Bank of Dixon 1997 Employee Stock
Purchase Plan Forms "Participation Agreement" and
"Notice of Withdrawal."
99.11 Statement of Computation of Per Share Earnings.
99.12 Proxy Statement/Offering Circular of First Northern Bank
of Dixon and First Northern Bancorp, respectively, dated
March 27, 2000.
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99.13 Notification of First Northern Community Bancorp to the
Federal Reserve Board under 12 C.F.R. s.225.17.
99.14 Permit and Certificate of Issuance of Permit dated
April 25, 2000, of the California Department of
Corporations approving the Reorganization.
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SIGNATURE
Pursuant to the requirements 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.
FIRST NORTHERN COMMUNITY BANCORP
By: /s/ Owen J. Onsum
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Owen J. Onsum
President and Chief Executive Officer
Date: May 23, 2000.
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EXHIBIT INDEX
Exhibit No. Description
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3(i) Articles of Incorporation of First Northern Community Bancorp.
3(ii) Bylaws of First Northern Community Bancorp.
21 Subsidiaries of First Northern Community Bancorp.
23.1 Consent of KPMG LLP, Independent Accountants
99.1 Press Release dated May 22, 2000
99.2 Annual Report on Form 10-K for the fiscal year ended December 31,
1999 of First Northern Bank of Dixon, as filed with the FDIC.
99.3 Quarterly Report on Form 10-Q for the quarter ended March 31, 2000
of First Northern Bank of Dixon, as filed with the FDIC.
99.4 Current Report on Form 8-K dated May 19, 2000, as filed with
the FDIC by First Northern Bank of Dixon on May 23, 2000.
99.5 First Northern Bank of Dixon 1997 Stock Option Plan.
99.6 Amended and Restated First Northern Bank of Dixon Outside Directors
1997 Nonstatutory Stock Option Plan.
99.7 First Northern Bank of Dixon 1997 Employee Stock Purchase Plan.
99.8 First Northern Bank of Dixon 1997 Stock Option Plan Forms
"Incentive Stock Option Agreement" and "Notice of Exercise Stock
Option."
99.9 First Northern Bank of Dixon Amended and Restated Outside Directors
1997 Nonstatutory Stock Option Plan Forms "Nonstatutory Stock
Option Agreement" and "Notice of Exercise of Stock Option."
99.10 First Northern Bank of Dixon 1997 Employee Stock Purchase Plan
Forms "Participation Agreement" and "Notice of Withdrawal."
99.11 Statement of Computation of Per Share Earnings.
99.12 Proxy Statement / Offering Circular of First Northern Bank of Dixon
and First Northern Community Bancorp, respectively, dated March 27,
1999.
99.13 Notification of First Northern Community Bancorp to the Federal
Reserve Board under 12 C.F.R.ss.225.17.
99.14 Permit and Certificate of Issuance of Permit dated April 25, 2000,
of the California Department of Corporations approving the
Reorganization.
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ARTICLES OF INCORPORATION
OF
FIRST NORTHERN COMMUNITY BANCORP
ARTICLE 1
The name of the corporation is First Northern Community Bancorp.
ARTICLE 2
The purpose of the corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
ARTICLE 3
The name in the State of California of the corporation's initial agent for
service of process is:
CT Corporation System
ARTICLE 4
The corporation is authorized to issue one class of shares to be designated
Common Stock ("Common Stock"). Such shares shall be without par value. The total
number of shares of Common Stock the corporation shall have authority to issue
is eight million (8,000,000).
ARTICLE 5
Except as specified hereinbelow, each holder of Common Stock of the
corporation shall have full preemptive rights, as defined by law, to subscribe
for or purchase such holder's proportionate share of any Common Stock that may
be offered for sale or sold at any time by the corporation. The Board of
Directors shall have the power to prescribe a reasonable period of time within
which the preemptive rights to subscribe to the new shares of Common Stock must
be exercised. The foregoing right shall not apply to the sale or issuance by the
corporation of additional shares of Common Stock (i) in connection with the
acquisition by the corporation of another entity or business segment of any such
entity by merger, purchase of all or substantially all the assets or other type
of acquisition transaction; (ii) pursuant to any stock option, stock purchase or
other stock plan, agreement or arrangement previously approved by the
corporation's shareholders; (iii) in a public offering provided that the terms
of the offering include a requirement that if the offering is over-subscribed,
shares will be allocated on a pro rata basis based on actual paid subscriptions
received by the corporation.
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ARTICLE 6
6.1 In addition to any affirmative vote required by law or these Articles
of Incorporation, and except as otherwise expressly provided in Section 6.2 of
this Article 6, any "Business Combination" (as hereinafter defined), which shall
be consummated at a time when there shall exist an "Interested Shareholder" (as
hereinafter defined), shall require the affirmative vote of the holders of at
least sixty-six and two thirds percent (66 2/3%) of the then outstanding shares
of Common Stock of this corporation entitled to vote. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required or that
a lesser percentage may be specified by law or otherwise.
In addition to the higher vote requirement, except as otherwise expressly
provided in Section 6.2 of this Article 6, prior to effecting any such Business
Combination all of the following conditions shall have been met:
6.1.1 The aggregate amount of the cash and the "Fair Market Value" (as
hereinafter defined) as of the date of the consummation of the Business
Combination of consideration other than cash to be received per share by holders
of the Common Stock in such Business Combination shall be at least equal to the
higher of the following:
6.1.1.1 (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the
Interested Shareholder for any shares of the Common Stock acquired by it (a)
within the two-year period immediately prior to the first public announcement of
the proposal of the Business Combination (the "Announcement Date") or (b) in the
transaction in which it became an Interested Shareholder, if within two years of
the Announcement Date, whichever is higher; and
6.1.1.2 the Fair Market Value per share of the Common Stock on the
Announcement Date or on the date on which the Interested Shareholder became an
Interested Shareholder the ("Determination Date"), if within two years of the
Announcement Date, whichever is higher.
6.1.2 The consideration to be received by holders of the Common Stock shall
be in cash or in the same form as the Interested Shareholder has previously paid
for shares of the Common Stock . The price determined in accordance with Section
6.1.1 shall be subject to appropriate adjustment in the event of any stock
dividend, stock split, combination of shares or similar event.
6.1.3 After such shareholder has become an Interested Shareholder and prior
to the consummation of such Business Combination and except to the extent that
the corporation may be prohibited by law from making a distribution to
shareholders: (1) there shall have been (a) no reduction in the annual rate of
dividends paid on the Common Stock of this corporation (except as necessary to
reflect any subdivision of the Common Stock), except as approved by at least
sixty-six and two-thirds percent (66 2/3%) of the "Disinterested Directors" (as
hereinafter defined), and (b) an increase in such annual rate of dividends as
necessary to reflect any reclassification (including any reverse stock split),
recapitalization, reorganization or any similar transaction which has the effect
of reducing the number or outstanding shares of the Common Stock, unless the
failure so to increase such annual rate is approved by at least sixty-six and
two-thirds percent (66 2/3%) of the Disinterested Directors; and (3) such
Interested Shareholder shall
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have not become the beneficial owner of any additional shares of stock of this
corporation except as part of the transaction which results in such shareholder
becoming an Interested Shareholder within the two-year period prior to such
consummation.
6.1.4 After such shareholder has become an Interested Shareholder, such
Interested Shareholder shall not have received the benefit, directly or
indirectly (except proportionately as a shareholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax credits or other
tax advantages provided by this corporation or any "Subsidiary" (as hereinafter
defined), whether in anticipation of or in connection with such Business
Combination or otherwise.
6.1.5 A proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange Act
of 1934 and the rules and regulations thereunder (or any subsequent provisions
replacing such Act, rules or regulations) shall be mailed to all holders of the
Common Stock of this corporation at least 30 days prior to the consummation of
such Business Combination (whether or not such proxy or information statement is
required to be mailed pursuant to such Act or subsequent provisions).
6.2 The provisions of Section 6.1 of this Article 6 shall not be applicable
to any particular Business Combination, and such Business Combination shall
require only such affirmative vote as is required by law and any other provision
of these Articles of Incorporation, if the Business Combination shall have been
approved by at least sixty-six and two-thirds percent (66 2/3%) of the
Disinterested Directors; or, if either
6.2.1 there is pending any proceeding or other action by the Federal
Deposit Insurance Corporation pursuant to ss. 1818(a) or ss. 1823(c) of Title 12
of the United States Code in connection with any of the banking subsidiaries of
the corporation; or
6.2.2 there is outstanding any order of the Commissioner of Financial
Institutions of the State of California pursuant to California Financial Code
ss.ss. 3100-3132 or ss.ss. 3180-3187 against any banking subsidiary of the
corporation,
or any other provision of similar purpose as hereinafter adopted and as the same
may be amended at a future time.
6.3 For the purposes of this Article 6 the following definitions apply:
6.3.1 A "person" means any individual, firm, corporation or other entity.
6.3.2 "Interested Shareholder" means any person (other than this
corporation or any Subsidiary) who or which:
6.3.2.1 is the beneficial owner, directly or indirectly, of ten percent
(10%) or more of the issued and outstanding stock of this corporation; or
6.3.2.2 is an "Affiliate" of this corporation and at any time within the
two-year period immediately prior to the date in question was the beneficial
owner, directly or indirectly, of ten percent (10%) or more of the issued and
outstanding stock of this corporation; or
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6.3.2.3 is an assignee of or has otherwise succeeded to any shares of stock
of this Corporation which were at any time within the two-year period
immediately prior to the date in question beneficially owned by any Interested
Shareholder, if such assignment or succession shall have occurred in the course
of a transaction or series of transactions not involving a public offering
within the meaning of the Securities Act of 1933.
6.3.3 A person shall be a "beneficial owner" of stock of this corporation:
6.3.3.1 which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or
6.3.3.2 which such person or any of its Affiliates or Associates has (a)
the right to acquire (whether such right is exercisable immediately or only
after the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (b) the right to vote pursuant to any
agreement, arrangement or understanding; or
6.3.3.3 which are beneficially owned, directly or indirectly, by any other
person with which such person or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose of acquiring, holding,
voting or disposing of any shares of stock of this corporation.
6.3.4 "Business Combination" shall include:
6.3.4.1 any merger or consolidation of the corporation or any Subsidiary
with (i) any Interested Shareholder or (ii) any other corporation or other
business entity (whether or not itself an Interested Shareholder) which is, or
after such merger or consolidation would be, an Affiliate of an Interested
Shareholder; or
6.3.4.2 any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Shareholder or any Affiliate of any Interested Shareholder of any
assets of the corporation or any Subsidiary having an aggregate Fair Market
Value of ten percent (10%) or more of the total value of the assets of the
corporation reflected in the most recent balance sheet of the corporation; or
6.3.4.3 the issuance or transfer by the corporation or any Subsidiary (in
one transaction or a series of transactions) of any securities of the
corporation or any Subsidiary to any Interested Shareholder or any Affiliate of
any Interested Shareholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market Value of twenty
percent (20%) of shareholders' equity or more; or
6.3.4.4 the adoption of any plan or proposal for the liquidation or
dissolution of the corporation proposed by or on behalf of any Interested
Shareholder or any Affiliate of any Interested Shareholder; except that this
provision shall not limit the right of the shareholders to elect voluntarily to
wind up or dissolve the corporation by the vote of shareholders holding shares
of stock representing fifty percent (50%) or more of the stock then entitled to
vote in the election of directors; or
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6.3.4.5 any reclassification of the corporation's securities (including any
reverse stock split), or recapitalization of the corporation, or any merger or
consolidation of the corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving any Interested
Shareholder) which has the effect, directly or indirectly, of increasing the
proportionate beneficial ownership of any Interested Shareholder or any
Affiliate of any Interested Shareholder in the outstanding shares of any class
of equity or convertible securities of the corporation or any Subsidiary.
6.3.5 "Affiliate," and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on January 1, 2000.
6.3.6 "Disinterested Director" means any member of the Board of Directors
who is unaffiliated with the Interested Shareholder and was a member of the
Board of Directors prior to the time that the Interested Shareholder became an
Interested Shareholder, and any successor of a Disinterested Director who is
unaffiliated with the Interested Shareholder and is recommended to succeed a
Disinterested Director by a majority of Disinterested Directors then on the
Board of Directors.
6.3.7 "Fair Market Value" means as to the stock of this corporation the
fair market value on the date in question of a share of such stock as determined
by the Board of Directors in good faith; and in the case of property other than
cash or stock, the fair market value of such property on the date in question as
determined by the Board of Directors in good faith.
6.3.8 "Subsidiary" means any corporation of which a majority of any class
of equity security is owned, directly or indirectly, by this corporation;
provided, however, that for purposes of the definition of Interested
Shareholder, the term "Subsidiary" shall mean only a corporation of which a
majority of each class of equity security is owned directly or indirectly by
this corporation.
In the event of any Business Combination in which this corporation
survives, the phrase "other consideration to be received" as used in Section 6.1
of this Article 6 shall include the shares of stock of this corporation retained
by the holders of such shares.
6.4 A majority of the directors shall have the power and duty to determine
for the purposes of this Article 6, on the basis of information known to them
after reasonable inquiry, (A) whether a person is an Interested Shareholder, (B)
the number of shares of stock of this corporation beneficially owned by any
person, (C) whether a person is an Affiliate or Associate of another, or (D)
whether the assets which are the subject of any Business Combination constitute
substantially all assets of this corporation. A majority of the directors shall
have the further power to interpret all of the terms and provisions of this
Article 6.
6.5 Nothing contained in this Article 6 shall be construed to relieve any
Interested Shareholder from any fiduciary obligation imposed by law.
6.6 Notwithstanding any other provisions of these Articles of Incorporation
or the By-laws (and notwithstanding the fact that a lesser percentage may be
specified by law, these Articles of Incorporation or the By-laws) the
affirmative vote of the holders of at least sixty-six
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and two-thirds percent (66 2/3%) of the outstanding stock of this corporation
shall be required to amend, repeal or adopt any provisions inconsistent with
this Article 6.
ARTICLE 7
The Board of Directors, when evaluating any offer of another party to (a)
make a tender or exchange offer for any Equity Security (as defined hereinafter)
of the corporation, (b) merge or consolidate the corporation with another
corporation, or (c) purchase, lease, or otherwise acquire all or substantially
all of the property of the corporation, shall in connection with the exercise of
its judgment in determining what is in the best interests of the corporation and
its shareholders consider all of the following factors and any other factors it
deems relevant: (i) the social and economic effects on the employees,
shareholders, customers, suppliers, and other constituents of the corporation
and its subsidiaries and on the communities in which the corporation or its
subsidiaries operate or are located, including, without limitation, the
availability of credit and other banking services to the communities served by
the corporation; (ii) whether the proposed transaction might violate federal or
state laws; and (iii) not only the consideration being offered in the proposed
transaction in relation to the then current market price for or book value of
the outstanding Common Stock of the corporation, but also to the market price
for or book value of the Common Stock of the corporation over a period of years
and the corporation's future value as an independent entity. For purposes of
this Article 7, "Equity Security" shall have the meaning ascribed to such term
in Section 3(a)(11) of the Securities Exchange Act of 1934, as in effect on
January 1, 2000.
ARTICLE 8
The liability of directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law. The
corporation is authorized to provide indemnification of agents (as defined in
section 317 of the California Corporations Code) through bylaw provisions,
agreements with agents, vote of shareholders or disinterested directors, or
otherwise, to the fullest extent permissible under California law. Any
amendment, repeal or modification of any provision of this Article 8 shall not
adversely affect any right or protection of an agent of the corporation existing
at the time of such amendment, repeal or modification.
Dated: February 3, 2000.
/S/ Owen J. Onsum
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Owen J. Onsum, Incorporator
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BYLAWS OF
FIRST NORTHERN COMMUNITY BANCORP
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TABLE OF CONTENTS
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PAGE
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I OFFICES.................................................................1
1. Principal Office...............................................1
2. Other Offices..................................................1
II MEETINGS OF SHAREHOLDERS................................................1
3. Place of Meetings..............................................1
4. Annual Meetings................................................1
5. Special Meetings...............................................1
6. Notice of Shareholders'Meeting.................................2
7. Manner of Giving Notice........................................2
8. Affidavit of Notice............................................3
9. Quorum.........................................................4
10. Adjourned Meeting..............................................4
11. Voting Generally...............................................4
12. Cumulative Voting for Directors................................4
13. Waiver of Notice or Consent by
Absent Shareholders............................................5
14. Shareholder Action by Written Consent without a
Meeting........................................................5
15. Notice of Action Taken by Written Consent without
a Meeting......................................................6
16. Record Dates for Shareholder Notice, Voting, and Giving
Consents.......................................................6
17. Proxies........................................................6
18. Inspectors of Election.........................................7
III DIRECTORS...............................................................8
19. Powers.........................................................8
20. Number and Qualification of Directors..........................8
21. Nomination of Directors........................................9
22. Vacancies.....................................................10
23. Resignation...................................................11
24. Place of Meetings and Meetings by Telephone...................11
25. Annual Meetings...............................................11
26. Other Regular Meetings........................................11
27. Special Meetings..............................................12
28. Notice of Special Meetings....................................12
29. Quorum........................................................12
30. Waiver of Notice..............................................12
31. Adjournment...................................................13
32. Notice of Adjournment.........................................13
33. Action without Meeting........................................13
34. Fees and Compensation of Directors............................13
IV COMMITTEES.............................................................13
35. Committees of Directors.......................................13
36. Meetings and Action of Committees.............................14
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V OFFICERS...............................................................14
37. Officers......................................................14
38. Election of Officers..........................................14
39. Subordinate Officers..........................................15
40. Removal and Resignation of Officers...........................15
41. Vacancies in Offices..........................................15
42. Chairman of the Board.........................................15
43. President.....................................................15
44. Vice Presidents...............................................16
45. Secretary.....................................................16
46. Chief Financial Officer.......................................16
VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS.....17
47. Agents, Proceedings and Expenses..............................17
48. Actions Other Than by the Corporation.........................17
49. Actions by the Corporation....................................17
50. Successful Defense by Agent...................................18
51. Required Approval.............................................18
52. Advance of Expenses...........................................18
53. Other Contractual Rights......................................19
54. Limitations...................................................19
55. Insurance.....................................................19
56. Fiduciaries of Corporate Employee Benefit Plans...............19
VII RECORDS AND REPORTS....................................................19
57. Maintenance and Inspection of Share Register..................19
58. Maintenance and Inspection of Bylaws..........................20
59. Maintenance and Inspection of Other Corporate Records.........20
60. Inspection by Directors.......................................20
61. Annual Report to Shareholders.................................20
62. Financial Statements..........................................21
63. Annual Statement of General Information.......................21
VIII GENERAL CORPORATE MATTERS..............................................22
64. Record Date for Purposes Other Than Notice and Voting.........22
65. Checks, Drafts, Evidences of Indebtedness.....................22
66. Corporate Contracts and Instruments, Execution Of.............22
67. Certificate for Shares........................................22
68. Lost Certificates.............................................23
69. Representation of Shares of Other Corporations................23
70. Construction and Definitions..................................23
IX AMENDMENTS.............................................................23
71. Amendment by Shareholders.....................................23
72. Amendment by Directors........................................23
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BYLAWS OF
FIRST NORTHERN COMMUNITY BANCORP
I
OFFICES
1. Principal Office.
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The Board of Directors shall fix the location of the principal executive
office of this Corporation at any place which is within Solano County, State of
California.
2. Other Offices.
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The Board of Directors may at any time establish branch offices at any
place or places where the Corporation is qualified to do business.
II
MEETINGS OF SHAREHOLDERS
3. Place of Meetings.
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Meetings of shareholders shall be held at any place within or outside
Solano County, but within the State of California, designated by the Board of
Directors. In the absence of any such designation, shareholders' meetings shall
be held at the principal executive office of this Corporation.
4. Annual Meetings.
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The annual meeting of the shareholders shall be held each year on a date
and at a time designated by the Board of Directors. The date designated by the
Board of Directors shall be within five months after the end of this
Corporation's fiscal year and within 15 months after the last annual meeting.
5. Special Meetings.
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A special meeting of the shareholders may be called at any time by the
Board of Directors, or by the Chairman of the Board, or by the President, or by
one or more shareholders holding shares in the aggregate entitled to cast no
less than 10% of the votes at the meeting. If a special meeting is called by any
person or persons other than the Board of Directors, the request shall be in
writing, specifying the time of the meeting and the general nature of the
business proposed to be transacted. The request shall be delivered personally or
sent by registered mail or
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by telegraphic or other facsimile transmission to one or more of the Chairman of
the Board, the President, any vice president, or the Secretary of this
Corporation. The officer receiving the request shall cause notice to be given
promptly to the shareholders entitled to vote, in accordance with the provisions
of sections 6 and 7 of these Bylaws, that a meeting will be held at the time
requested by the person or persons calling the meeting not less than 35 nor more
than 60 days after the receipt of the request. If the notice is not given within
20 days after receipt of the request, the person or persons requesting the
meeting may give the notice. Nothing contained in this section shall be
construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the Board of Directors may be held.
6. Notice of Shareholders' Meeting.
--------------------------------
All notices of meetings of shareholders shall be sent or otherwise given in
accordance with section 7 of these Bylaws not less than 10 nor more than 60 days
before the date and hour of the meeting. The notice shall specify the place,
date and time of the meeting and (i) in the case of a special meeting, the
general nature of the business to be transacted, or (ii) in the case of the
annual meeting, those matters which the Board of Directors, at the time of
giving the notice, intends to present for action by the shareholders. The notice
of any meeting at which directors are to be elected shall include the name of
any nominee or nominees whom, at the time of the notice, management intends to
present for election. If action is proposed to be taken at any meeting for
approval of (i) a contract or transaction in which a director has direct or
indirect financial interest, pursuant to section 310 of the California
Corporations Code (the "Code"), (ii) an amendment of the Articles of
Incorporation of this Corporation, pursuant to section 902 of the Code, (iii) a
reorganization of this Corporation, pursuant to section 1201 of the Code, (iv) a
voluntary dissolution of this Corporation, pursuant to section 1900 of the Code,
or (v) a distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, pursuant to section 2007 of the Code, the notice
shall also state the general nature of that proposal.
7. Manner of Giving Notice.
------------------------
Notice of any meeting of shareholders shall be given either personally or
by first-class mail or telegraphic or other written communication, charges
prepaid, addressed to the shareholder at the address of that shareholder
appearing on the books of this Corporation or given by the shareholder to the
Corporation for the purpose of notice. If no such address appears on the
Corporation's books or is given, notice shall be deemed to have been given if
sent to that shareholder by first-class mail or telegraphic or other written
communication to the Corporation's principal executive office, or if published
at least once in a newspaper of general circulation in the county where that
office is located. Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by telegram or other means
of written communication. If any notice addressed to a shareholder at the
address of that shareholder appearing on the books of this Corporation is
returned to the Corporation by the United States Postal Service marked to
indicate that the United States Postal Service is unable to deliver the notice
to the shareholder at that address, all future notices or reports shall be
deemed to have been duly given without further mailing if these shall be
available to the shareholder on written demand of the shareholder at the
principal executive office of this Corporation for a period of one year from the
date of the giving of the notice or report.
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8. Affidavit of Notice.
--------------------
An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting shall be executed by the Secretary, assistant secretary,
or any transfer agent of this Corporation giving the notice, and shall be filed
and maintained in the records of this Corporation.
9. Agendas for Annual Meetings of Shareholders.
--------------------------------------------
At any annual meeting of shareholders only such business shall be conducted
as shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be (i) specified in the notice of
meeting (or any supplement thereto) given by, or at the direction of, the Board
of Directors, (ii) otherwise properly brought before the meeting by, or at the
direction of, the chairman of the meeting, or (iii) otherwise properly brought
before the meeting by a shareholder entitled to vote at such meeting. For
business to be properly brought before a meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to the Secretary of
the Corporation and must have been a shareholder of record at the time such
notice is given. To be timely, a shareholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 70 days nor more than 90 days prior to the first anniversary date of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is advanced by more than 20 days, or delayed by
more than 70 days, from such anniversary date, notice by the shareholder to be
timely must be so delivered or mailed and received not earlier than 90 days
prior to such annual meeting and not later than the close of business on the
later of the 70 days prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made. Such
shareholder's notice to the Secretary shall set forth (i) as to each matter the
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, and (ii) as to the shareholder giving the notice
(a) the name and record address of the shareholder, (b) the class and the number
of shares of capital stock of the Corporation which are beneficially owned by
the shareholder, (c) any material interest of the shareholder in such business
and (d) whether the shareholder intends or is part of a group which intends to
solicit proxies from other shareholders in support of such proposal and if part
of a group, the names and addresses of such group members. No business shall be
conducted at an annual meeting of shareholders unless proposed in accordance
with the procedures set forth herein. The chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the foregoing procedure
and such business shall not be transacted. To the extent this section 9. shall
be deemed by the Board of Directors or the United States Securities and Exchange
Commission or any applicable bank regulatory authority, or finally adjudged by a
court of competent jurisdiction, to be inconsistent with the right of
shareholders to request inclusion of a proposal in the Corporation's proxy
statement pursuant to Rule 14a-8 promulgated under the Securities Exchange Act
of 1934, as amended, such rule shall prevail.
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<PAGE>
10. Quorum.
-------
The presence in person or by proxy of the holders of a majority of the
shares entitled to vote at any meeting of shareholders shall constitute a quorum
for the transaction of business. The shareholders present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken, other than adjournment, is approved by at
least a majority of the shares required to constitute a quorum.
11. Adjourned Meeting.
------------------
Any shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of the
shares represented at that meeting, either in person or by proxy, but in the
absence of a quorum, no other business may be transacted at that meeting, except
as provided in section 10 of these Bylaws. When any meeting of shareholders,
either annual or special, is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place are announced at a
meeting at which the adjournment is taken, unless a new record date for the
adjourned meeting is fixed, or unless the adjournment is for more than 45 days
from the date set for the original meeting, in which case the Board of Directors
shall set a new record date. Notice of any such adjourned meeting shall be given
to each shareholder of record entitled to vote at the adjourned meeting in
accordance with the provisions of sections 6 and 7 of these Bylaws. At any
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting.
12. Voting Generally.
-----------------
The shareholders entitled to vote at any meeting shall be determined in
accordance with the provisions of section 17 of these Bylaws subject to the
provisions of sections 702 to 704, inclusive, of the Code, which relate to
voting shares held by a fiduciary, in the name of a corporation, or in joint
ownership or subject to a voting trust. In the discretion of the chairman of the
meeting, the shareholders vote may be by voice vote or by ballot; provided,
however, that any election for directors must be by ballot if demanded by any
shareholder before the voting has begun. On any matter other than elections of
directors, any shareholder may vote part of the shares in favor of the proposal
and refrain from voting the remaining shares or vote them against the proposal,
but, if the shareholder fails to specify the number of shares which the
shareholder is voting affirmatively, it will be conclusively presumed that the
shareholder's approving vote is with respect to all shares that the shareholder
is entitled to vote. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on any
manner, other than the election of directors, shall be the act of the
shareholders, unless the vote of a greater number or voting by classes is
required by Code or by the Articles of Incorporation.
13. Cumulative Voting for Directors.
--------------------------------
At a shareholders' meeting at which directors are to be elected, no
shareholder shall be entitled to cumulate votes, that is, to cast for any one or
more candidates a number of votes greater than the number of the shareholder's
shares, unless the candidates' names have been
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<PAGE>
placed in nomination prior to commencement of the voting and a shareholder has
given notice prior to commencement of the voting of the shareholder's intention
to cumulate votes. If any shareholder has given such a notice, then every
shareholder entitled to vote may cumulate votes for candidates in nomination and
give one candidate a number of votes equal to the number of directors to be
elected multiplied by the number of votes to which that shareholder's shares are
entitled, or distribute the shareholder's votes on the same principle among all
of the candidates, as the shareholder thinks fit. The candidates receiving the
highest number of votes, up to the number of directors to be elected, shall be
elected.
14. Waiver of Notice or Consent by Absent Shareholders.
---------------------------------------------------
The transactions of any meeting of shareholders, either annual or special,
however called and noticed, and wherever held, shall be as valid as though had
at a meeting duly held after regular call and notice, if a quorum be present
either in person or by proxy, and if, either before or after the meeting, each
person entitled to vote, who was not present in person or by proxy, signs a
written waiver of notice or a consent to a holding of the meeting, or an
approval of the minutes. The waiver of notice or consent need not specify either
the business to be transacted or the purpose of any annual or special meeting of
shareholders, except that if action is taken or proposed to be taken for
approval of any of those matters specified in the last sentence of section 6 of
these Bylaws, the waiver or consent shall state the general nature of the
proposal. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. Attendance by a
person at a meeting shall also constitute a waiver of notice of that meeting,
except when the person objects, at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened, and except that attendance at a meeting is not a waiver of any right
to object to the consideration of matters not included in the notice of the
meeting if that objection is expressly made at the meeting.
15. Shareholder Action by Written Consent without a Meeting.
--------------------------------------------------------
Any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at which all
shares entitled to vote on that action were present and voted, provided that the
Board of Directors of this Corporation, by resolution, shall have previously
approved any such action. In the case of election of directors, a consent
otherwise conforming to the requirements of the preceding sentence shall be
effective only if signed by the holders of all outstanding shares entitled to
vote for the election of directors; provided, however, that a director may be
elected at any time to fill a vacancy on the Board of Directors that has not
been filled by the directors and that was not created by the removal of a
director by the written consent of the holders of a majority of the outstanding
shares entitled to vote for the election of directors. All such consents shall
be filed with the Secretary of this Corporation and shall be maintained in the
corporate records. Any shareholder giving a written consent, or the
shareholder's proxy holders, or a transferee of the shares or a personal
representative of the shareholder or their respective proxy holders, may revoke
the consent by a writing received by the Secretary of this Corporation before
written consents of the number of shares required to authorize the proposed
action have been filed with the Secretary.
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<PAGE>
16. Notice of Action Taken by Written Consent without a Meeting.
------------------------------------------------------------
If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the Secretary of this Corporation
shall give prompt notice of the corporate action approved by the shareholders
without a meeting. This notice shall be given in the manner specified in section
7 of these Bylaws. In the case of approval of (i) contracts or transactions in
which a director has a direct or indirect financial interest, pursuant to
section 310 of the Code, (ii) indemnification of agents of this Corporation,
pursuant to section 317 of the Code, (iii) a reorganization of this Corporation,
pursuant to section 1201 of the Code, and (iv) a distribution in dissolution
other than in accordance with the rights of outstanding preferred shares,
pursuant to section 2007 of the Code, the notice shall be given at least 10 days
before the consummation of any action authorized by that approval.
17. Record Dates for Shareholder Notice, Voting, and Giving Consents.
-----------------------------------------------------------------
For purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to corporate action without a
meeting, the Board of Directors may fix, in advance, a record date, which shall
be not more than 60 days, nor less than 10 days, before the date of any such
meeting nor more than 60 days before any such action without a meeting, and in
this event only shareholders of record on the date so fixed are entitled to
notice and to vote or to give consents, as the case may be, notwithstanding any
transfer of any shares on the books of this Corporation after the record date,
except as otherwise provided in the Articles of Incorporation or in the Code. If
the Board of Directors does not fix a record date:
(a) The record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the business day preceding the day on which
the meeting is held.
(b) The record date for determining shareholders entitled to give consent
to corporate action in writing without a meeting, (i) when no prior action by
the Board of Directors has been taken, shall be the day on which the first
written consent is given, or (ii) when prior action of the Board of Directors
has been taken, shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating to that action, or the 60th day
before the date of such other action, whichever is later.
18. Proxies.
--------
Every person entitled to vote for directors or on any other matter shall
have the right to do so either in person or by one or more agents authorized by
a written proxy signed by the person and filed with the Secretary of this
Corporation. A proxy shall be deemed signed if the shareholder's name is placed
on the proxy, whether by manual signature, typewriting, telegraphic
transmission, or otherwise, by the shareholder or the shareholder's attorney in
fact. A validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless (i) revoked by the person executing it,
before the vote pursuant to that proxy, by a writing delivered to the
Corporation stating that the proxy is revoked, or by a subsequent
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<PAGE>
proxy executed by, or attendance at the meeting and voting in person by, the
person executing the proxy; or (ii) written notice of the death or incapacity of
the maker of that proxy is received by the Corporation before the vote pursuant
to that proxy is counted; provided, however that no proxy shall be valid after
the expiration of 11 months from the date of the proxy, unless otherwise
provided in the proxy. The revocability of a proxy that states on its face that
it is irrevocable shall be governed by the provisions of sections 705(e) and
705(f) of the Code.
19. Inspectors of Election.
-----------------------
Before any meeting of shareholders, the Board of Directors may appoint any
persons other than nominees for office to act as inspectors of election at the
meeting or its adjournment. If no inspectors of election are so appointed, the
chairman of the meeting may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election at the meeting. The
number of inspectors shall be either one or three. If inspectors are appointed
at a meeting on the request of one or more shareholders or proxies, the holders
of a majority of shares or their proxies present at the meeting shall determine
whether one or three inspectors are to be appointed. If any person appointed as
inspector fails to appear or fails or refuses to act, the chairman of the
meeting may, and upon the request of any shareholder or a shareholder's proxy
shall, appoint a person to fill that vacancy. These inspectors shall:
(a) Determine the number of shares of outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any way arising in
connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine the result; and
(f) Do any other acts that may be proper to conduct the election or vote
with fairness to all shareholders.
20. Conduct of Meetings.
--------------------
The date and time of the opening and the closing of the polls for each
matter upon which the shareholders will vote at a meeting shall be announced at
the meeting by the person presiding over the meeting. The Board of Directors may
adopt by resolution such rules and regulations for the conduct of the meeting of
shareholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board of Directors, the
chairman of any meeting of shareholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board of
Directors or prescribed by the chairman of the meeting, may include, without
limitation, the following: (i) the establishment of an agenda or order of
business
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<PAGE>
for the meeting, (ii) rules and procedures for maintaining order at the
meeting and the safety of those present, (iii) limitations on attendance at or
participation in the meeting to shareholders of record of the Corporation, their
duly authorized and constituted proxies or such other persons as the chairman of
the meeting shall determine, (iv) restrictions on entry to the meeting after the
time fixed for the commencement thereof, and (v) limitations on the time
allotted to questions or comments by participants. Unless and to the extent
determined by the Board of Directors or the chairman of the meeting, meetings of
shareholders shall not be required to be held in accordance with the rules of
parliamentary procedure.
III
DIRECTORS
21. Powers.
-------
Subject to the provisions of the Code and any limitations in the Articles
of Incorporation and these Bylaws relating to action required to be approved by
the shareholders or by the outstanding shares, the business and affairs of this
Corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the directors.
22. Number and Qualification of Directors.
--------------------------------------
The number of directors of this Corporation shall not be less than seven
nor more than 13. The exact number of directors shall be fixed from time to
time, within the limits specified in this Section 22 of these Bylaws, (i) by a
resolution duly adopted by the Board of Directors; or (ii) by a bylaw or
amendment thereof duly adopted by the vote of a majority of the shares entitled
to vote represented at a duly held meeting at which a quorum is present, or by
the written consent of the holders of a majority of the outstanding shares
entitled to vote; or (iii) by approval of the shareholders (as defined in
Section 153 of the Code). The indefinite number of directors may be changed by a
duly adopted amendment to the Articles of Incorporation and this bylaw adopted
by the vote of a majority of the shares entitled to vote represented at a duly
held meeting at which a quorum is present, or by the written consent of the
holders of a majority of the outstanding shares entitled to vote, provided that
no amendment may change the stated maximum number of authorized directors to a
number greater than two times the stated minimum number of directors minus one;
and, further, no amendment shall change the minimum number of directors to be
less than five nor the maximum number to be more than 25 directors. Subject to
the foregoing provisions for changing the number of directors, the exact number
of directors of this Corporation has been fixed at 11. Each director of this
Corporation must hold in his or her individual name at least 350 shares of the
common stock of this Corporation within one year following the date of election.
No person shall be a member of the Board of Directors (a) who has not been a
resident for a period of at least two years immediately prior to his or her
election of a county in which any subsidiary of this Corporation maintains a
office unless the election of such person shall be approved by the affirmative
vote of at least two-thirds (2/3's) of the members of the Board of Directors of
this Corporation then in office, or (b) who owns, together with his or her
family residing with him or her, directly or indirectly, more than one percent
of the outstanding shares of any banking corporation, affiliate or subsidiary
thereof, bank holding company, industrial loan company, savings bank or
association or finance company,
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<PAGE>
other than this Corporation or any affiliate or subsidiary of this Corporation,
or (c) who is a director, officer, employee, agent, nominee, or attorney of any
banking corporation, affiliate, or subsidiary thereof, bank holding company,
industrial loan company, savings bank or association or finance company, other
than this Corporation or any affiliate or subsidiary of this Corporation, or (d)
who has or is the nominee of anyone who has any contract, arrangement or
understanding with any banking corporation, or affiliate or subsidiary thereof,
bank holding company, industrial loan company, savings bank or association or
finance company, other than this Corporation or any affiliate or subsidiary of
this Corporation, or with any officer, director, employee, agent, nominee,
attorney or other representative of such covered entity, that he or she will
reveal or in any way utilize information obtained as a director of this
Corporation or that he or she will, directly or indirectly, attempt to effect or
encourage any action of this Corporation.
23. Nomination of Directors.
------------------------
Nominations for election to the Board of Directors may be made by the Board
of Directors or by any shareholder of any outstanding class of capital stock of
the Corporation entitled to vote for the election of directors. Nominations,
other than those made by the Board of Directors shall be made in writing and
shall be delivered or mailed to the President of the Corporation not less than
30 days nor more than 60 days prior to any meeting of shareholders called for
the election of directors, provided, however, that if less than 21 days' notice
of the meeting is given to shareholders, such nomination shall be mailed or
delivered to the President of the Corporation not later than the close of
business on the seventh day following the day on which the notice of meeting was
mailed. Such notification shall contain the following information as to each
proposed nominee and as to each person, acting alone or in conjunction with one
or more other persons, in making such nomination or in organizing, directing or
financing such nomination or solicitation of proxies to vote for the nominee:
(a) the name, age, residence address and business address of each proposed
nominee and each such person and the date as of which such nominee commenced
residency at such residence address; (b) the principal occupation or employment,
the name, type of business and address of the organization or other entity in
which such employment is carried on of each proposed nominee and of each such
person; (c) if the proposed nominee is an attorney, a statement as to whether or
not either he or she or any firm with whom he or she has a relationship as
partner, associate, of counsel, employee, or otherwise, acts as legal counsel
for any banking corporation, affiliate or subsidiary thereof, bank holding
company, industrial loan company, savings bank or association or finance
company, other than this Corporation or any affiliate or subsidiary of this
Corporation; (d) a statement as to each proposed nominee and a statement as to
each such person stating whether the nominee or person concerned has been a
participant in any proxy contest within the past ten years, and, if so, the
statement shall indicate the principals involved, the subject matter of the
contest, the outcome thereof, and the relationship of the nominee or person to
the principals; (e) the amount of stock of the Corporation owned beneficially,
directly or indirectly, by each proposed nominee or by members of his or her
family residing with him or her and the names of the registered owners thereof;
(f) the amount of stock of the Corporation owned of record but not beneficially
by each proposed nominee or by members of his or her family residing with him or
her and by each such person or by members of his or her family residing with him
or her and the names of the beneficial owners thereof; (g) if any shares
specified in (e) or (f) above were acquired in the last two years, a statement
of the dates of acquisition and amounts acquired on each date; (h) a statement
showing the extent of any borrowings to purchase shares of the
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<PAGE>
Corporation specified in (e) or (f) above acquired within the preceding two
years, and if funds were borrowed otherwise than pursuant to a margin account or
bank loan in the regular course of business of a bank, the material provisions
of such borrowings and the names of the lenders; (i) the details of any
contract, arrangement or understanding relating to the securities of the
Corporation, to which each proposed nominee or to which each such person is a
party, such as joint venture or option arrangements, puts or calls, guaranties
against loss, or guaranties of profit or arrangements as to the division of
losses or profits or with respect to the giving or withholding of proxies, and
the name or names of the persons with whom such contracts, arrangements or
understandings exist; (j) the details of any contract, arrangement, or
understanding to which each proposed nominee or to which such person is a party
with any banking corporation, affiliate or subsidiary thereof, bank holding
company, industrial loan company, savings bank or association or finance
company, other than this Corporation or any affiliate or subsidiary of this
Corporation, or with any officer, director, employee, agent, nominee, attorney,
or other representative of such covered entity; (k) a description of any
arrangement or understanding of each proposed nominee and of each such person
with any person regarding future employment or with respect to any future
transaction to which the Corporation will or may be a party; (l) a statement as
to each proposed nominee and a statement as to each such person as to whether or
not the nominee or person concerned will bear any part of the expense incurred
in any proxy solicitation, and, if so, the amount thereof; (m) a statement as to
each proposed nominee and a statement as to each such person describing any
conviction for a felony that occurred during the preceding ten years involving
the unlawful possession, conversion or appropriation of money or other property,
or the payment of taxes; (n) the total number of shares that will be voted for
each proposed nominee; (o) the amount of stock, if any, owned, directly or
indirectly, by each proposed nominee or by members of his or her family residing
with him or her, in any banking corporation, affiliate or subsidiary thereof,
bank holding company, industrial loan company, savings bank or association or
finance company, other than this Corporation or any affiliate or subsidiary of
this Corporation; and (p) the identity of any banking corporation, affiliate or
subsidiary thereof, or bank holding company or industrial loan company, savings
bank or association or finance company, other than this Corporation or any
affiliate or subsidiary of this Corporation, as to which such nominee or any
other such person serves as a director, officer, employee, agent, consultant,
advisor, nominee or attorney, together with a description of such relationship.
24. Election and Term of Office of Directors.
-----------------------------------------
The chairman of the meeting may, in his or her discretion, determine and
declare to the meeting that a nomination not made in accordance with the
foregoing procedure shall be disregarded. The Directors shall be elected at each
annual meeting of the shareholders to hold office until the next annual meeting
or until the director has reached the mandatory retirement age of 65 years (or,
if approved by the Board of Directors by resolution, at the adjournment of the
first meeting of the Board of Directors following his or her 65th birthday),
died, resigned or been removed, whichever occurs first.
25. Vacancies.
----------
Vacancies in the Board of Directors may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole remaining director,
except that a vacancy
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created by the removal of a director by the vote or written consent of the
shareholders or by court order may be filled only by the vote of a majority of
the shares entitled to vote represented at a meeting at which a quorum is
present, or by the written consent of holders of all of the outstanding shares
entitled to vote. Each director so elected shall hold office until the next
annual meeting of the shareholders and until a successor has been elected and
qualified. A vacancy or vacancies in the Board of Directors shall be deemed to
exist in the event of a director's 65th birthday, death, resignation, or
removal, or if the Board of Directors by resolution declares vacant the office
of a director who has been declared of unsound mind by an order of court or
convicted of a felony, or if the authorized number of directors is increased, or
if the shareholders fail, at any meeting of shareholders at which any director
or directors are elected, to elect the number of directors to be voted for at
that meeting. The shareholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors, but any such election
by written consent and not involving a vacancy created by removal shall require
the consent of a majority of the outstanding shares entitled to vote.
26. Resignation.
------------
Any director may resign effective on giving written notice to the Chairman
of the Board, the President, the Secretary, or the Board of Directors, unless
the notice specifies a later time for that resignation to become effective. If
the resignation of a director is effective at a future time, the Board of
Directors may elect a successor to take office when the resignation becomes
effective. No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.
27. Place of Meetings and Meetings by Telephone.
--------------------------------------------
Regular meetings of the Board of Directors may be held at any place within
the State of California that has been designated from time to time by resolution
of the Board of Directors. In the absence of such a designation, regular
meetings shall be held at the principal executive office of this Corporation.
Special meetings of the Board of Directors shall be held at any place within the
State of California that has been designated in the notice of the meeting or, if
not stated in the notice or there is no notice, at the principal executive
office of this Corporation. Any meeting, regular or special, may be held by
conference telephone or similar communication equipment, so long as all
directors participating in the meeting can hear one another, and all such
directors shall be deemed to be present in person at the meeting.
28. Annual Meetings.
----------------
Within 30 days after each annual meeting of shareholders, the Board of
Directors shall hold a regular meeting for the purpose of organization and the
transaction of other business. Notice of this meeting shall not be required.
29. Other Regular Meetings.
-----------------------
Other regular meetings of the Board of Directors shall be held without call
at such time as shall from time to time be fixed by the Board of Directors. Such
regular meetings may be held without notice.
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30. Special Meetings.
-----------------
Special meetings of the Board of Directors for any purpose may be called at
any time by the Chairman of the Board or the President or the Secretary.
31. Notice of Special Meetings.
---------------------------
Notice of the time and place of special meetings shall be delivered
personally or by telephone (including a voice messaging system or other system
or technology designed to record and communicate messages), electronic mail or
other electronic means to each director or sent by first-class mail or telegram,
charges prepaid, addressed to each director at that director's address as it is
shown on the records of this Corporation. In case the notice is mailed, it shall
be deposited in the United States mail at least four days before the time of the
holding of the meeting. In case the notice is delivered personally or by
telephone or telegram, it shall be delivered personally or by telephone
(including voice messaging or other system or technology), electronic mail or
other electronic means or to the telegraph company at least 24 hours before the
time of the holding of the meeting. Any oral notice given personally or by
telephone (including voice messaging or other system or technology), electronic
mail or other electronic means may be communicated either to the director or to
a person at the office of the director who the person giving the notice has
reason to believe will promptly communicate it to the director. The notice need
not specify the purpose of the meeting nor the place if the meeting is to be
held at the principal executive office of this Corporation.
32. Quorum.
-------
A majority of the authorized number of directors shall constitute a quorum
for the transaction of business, except to adjourn as provided in section 34 of
these Bylaws. Every act or decision done or made by a majority of the directors
present at a meeting held at which a quorum is present shall be regarded as the
act of the Board of Directors, subject to the provisions of section 310 of the
Code as to approval of contracts or transactions in which a director has a
direct or indirect material financial interest, section 311 of the Code as to
appointment of committees, and section 317(e) of the Code as to indemnification
of directors. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.
33. Waiver of Notice.
-----------------
The transactions of any meeting of the Board of Directors, however called
and noticed or wherever held, shall be as valid as though had at a meeting held
after regular call and notice if a quorum is present and if, either before or
after the meeting, each of the directors not present signs a written waiver of
notice, a consent to holding the meeting or an approval of the minutes. The
waiver of notice or consent need not specify the purpose of the meeting. All
such waivers, consents, and approvals shall be filed with the corporate records
or made a part of the minutes of the meeting. Notice of the meeting shall also
be deemed given to any director who attends the meeting without protesting
before or at its commencement the lack of notice to that director.
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34. Adjournment.
------------
A majority of the directors present, whether or not constituting a quorum,
may adjourn any meeting to another time and place.
35. Notice of Adjournment.
----------------------
Notice of the time and place of holding an adjourned meeting need not be
given, unless the meeting is adjourned for more than 24 hours, in which case
notice of the time and place shall be given before the time of the adjourned
meeting in the manner specified in section 31 of these Bylaws, to the directors
who were not present at the time of the adjournment.
36. Action without Meeting.
-----------------------
Any action required or permitted to be taken by the Board of Directors may
be taken without a meeting, if all members of the Board of Directors shall
individually or collectively consent in writing to that action. Such action by
written consent shall have the same force and effect as a unanimous vote of the
Board of Directors. Such written consent or consents shall be filed with the
minutes of the proceedings of the Board of Directors.
37. Fees and Compensation of Directors.
-----------------------------------
Directors and members of committees may receive such compensation for their
services, and such reimbursement of expenses, as may be fixed by the Board of
Directors. This section shall not be construed to preclude any director from
serving the Corporation in any other capacity as an officer, agent, employee, or
otherwise and receiving compensation for those services.
IV
COMMITTEES
38. Committees of Directors.
------------------------
The Board of Directors may, by resolution adopted by a majority of the
authorized number of directors, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the Board of
Directors. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent member at any
meeting of the committee. Any committee, to the extent provided in the
resolution of the Board of Directors, shall have all the authority of the Board
of Directors, except with respect to:
(a) the approval of any action which, under the Code, also requires
shareholders' approval or approval of the outstanding shares;
(b) the filling of vacancies on the Board of Directors or on any committee;
(c) the fixing of compensation of the directors for serving on the Board of
Directors or on any committee;
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<PAGE>
(d) the amendment or repeal of Bylaws or the adoption of new Bylaws;
(e) the amendment or repeal of any resolution of the Board of Directors
which by its express terms is not so amendable or repealable;
(f) a distribution to the shareholders of this Corporation, except at a
rate or in a periodic amount or within a price range determined by the Board of
Directors;
(g) the appointment of any other committees of the Board of Directors or
the members of these committees; or
(h) the taking of any other action which cannot, by statute, be done
without approval of the Board of Directors.
39. Meetings and Action of Committees.
----------------------------------
Meetings and action of committees shall be governed by and held and taken
in accordance with the provisions of section 27 of these Bylaws as to place of
meetings, section 29 of these Bylaws as to regular meetings, section 30 of these
Bylaws as to special meetings, section 31 of these Bylaws as to notice of
special meetings, section 32 of these Bylaws as to quorum, section 33 of these
Bylaws as to waiver of notice, section 34 of these Bylaws as to adjournment, and
section 36 of these Bylaws as to action without a meeting, with such changes in
the context of those sections as are necessary to substitute the committee and
its members for the Board of Directors and its members, except that the time of
regular meetings of committees may be determined either by resolution of the
Board of Directors or by resolution of the committee; special meetings of
committees may also be called by resolution of the Board of Directors; and
notice of special meetings of committees shall also be given to all alternate
members who shall have the right to attend all meetings of the committee. The
Board of Directors may adopt rules for the government of any committee not
inconsistent with the provisions of these Bylaws.
V
OFFICERS
40. Officers.
---------
The officers of this Corporation shall be a President, a Secretary, a Chief
Financial Officer and a Chairman of the Board. The Corporation may also have, at
the discretion of the Board of Directors, a Vice Chairman, one or more vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be appointed in accordance with the provisions of
section 42 of these Bylaws. Any number of offices may be held by the same
person.
41. Election of Officers.
---------------------
The officers of this Corporation, except such officers as may be appointed
in accordance with the provisions of sections 42 or 44 of these Bylaws, shall be
chosen by the Board of
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<PAGE>
Directors and each shall serve at the pleasure of the Board of Directors,
subject to the rights, if any, of an officer under any contract of employment.
42. Subordinate Officers.
---------------------
The Board of Directors may appoint, and may empower the President to
appoint, such other officers as the business of this Corporation may require,
each of whom shall hold office for such period, have such authority and perform
such duties as are provided in the Bylaws or as the Board of Directors may from
time to time determine.
43. Removal and Resignation of Officers.
------------------------------------
Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
Board of Directors, at any regular or special meeting of the Board of Directors,
or, except in case of an officer chosen by the Board of Directors, by any
officer upon whom such power of removal may be conferred by the Board of
Directors. Any officer may resign at any time by giving written notice to the
Corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of this Corporation under any contract to which the officer is a
party.
44. Vacancies in Offices.
---------------------
A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these Bylaws for regular appointments to that office.
45. Chairman of the Board.
----------------------
The Chairman of the Board shall, if present, preside at meetings of the
Board of Directors, and exercise and perform such other powers and duties as may
be from time to time assigned to him or her by the Board of Directors or
prescribed by the Bylaws.
46. Vice Chairman.
--------------
In the absence or disability of the Chairman, the Vice Chairman, if any,
shall perform all the duties of the Chairman of the Board. The Vice Chairman
shall have such other powers and duties as may be prescribed by the Board of
Directors or these Bylaws.
47. President.
----------
Subject to such supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board, the President shall be the chief
executive officer of this Corporation and shall, subject to the control of the
Board of Directors, have general supervision, direction and control of the
business and the officers of this Corporation. The President shall preside at
all meetings of the shareholders and, in the absence of the Chairman of the
Board, at all meetings of the Board of Directors. The President shall have the
general duties of management usually
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<PAGE>
vested in the office of the President of a Corporation, and shall have such
other powers and duties as may be prescribed by the Board of Directors or these
Bylaws.
48. Vice Presidents.
----------------
In the absence or disability of the President, the vice presidents, if
any, in order of their rank as fixed by the Board of Directors or, if not
ranked, a vice president designated by the Board of Directors, shall perform all
the duties of the President, and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President. The vice presidents
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the Board of Directors or the Bylaws,
and the President, or the Chairman of the Board.
49. Secretary.
----------
The Secretary shall keep or cause to be kept, at the principal executive
office or such other place as the Board of Directors may direct, a book of
minutes of all meetings and actions of directors, committees of directors, and
shareholders, with the time and place of holding, whether regular or special
and, if special, how authorized, the notice given, the names of those present at
directors' meetings or committee meetings, the number of shares present or
represented at shareholders' meetings, and the proceedings. The Secretary shall
keep, or cause to be kept, at the principal executive office or at the office of
this Corporation's transfer agent or registrar, as determined by the resolution
of the Board of Directors, a share register, or a duplicate share register,
showing the names of all shareholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the same, and the number and date of cancellation of every certificate
surrendered for cancellation. The Secretary shall give, or cause to be given,
notice of all meetings of the shareholders and of the Board of Directors
required by the Bylaws or by law to be given, and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors or
by the Bylaws, the President or the Chairman of the Board.
50. Chief Financial Officer.
------------------------
The Chief Financial Officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and business transactions of this Corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director. The Chief Financial Officer shall
deposit all moneys and other valuables in the name and to the credit of this
Corporation with such depositaries as may be designated by the Board of
Directors. The Chief Financial officer shall disburse the funds of this
Corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all of his or
her transactions as Chief Financial Officer and of the financial condition of
this Corporation, and shall have other powers and perform such other duties as
may be prescribed by the Board of Directors or the Bylaws, the President or the
Chairman of the Board.
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<PAGE>
VI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS
51. Agents, Proceedings and Expenses.
---------------------------------
For the purposes of the following eight sections, "agent" means any person
who is or was a director, officer, employee, or other agent of this Corporation,
or is or was serving at the request of this Corporation as a director, officer,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, or was a director, officer, employee, or
agent of a foreign or domestic corporation which was a predecessor corporation
of this Corporation or of another enterprise at the request of such predecessor
corporation; "proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative, or investigative; and
"expenses" includes, without limitation, attorneys' fees and any expenses of
establishing a right to indemnification under this Article VI.
52. Actions Other Than by the Corporation.
--------------------------------------
This Corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any proceeding, other than an action by or in
the right of this Corporation, by reason of the fact that the person is or was
an agent of this Corporation, against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with such
proceeding if that person acted in good faith and in a manner reasonably
believed to be in the best interests of this Corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful. The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner reasonably believed to be in the best interests of this Corporation or
that the person had reasonable cause to believe that the conduct was unlawful.
53. Actions by the Corporation.
---------------------------
This Corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action by
or in the right of this Corporation to procure a judgment in its favor by reason
of the fact that that person is or was an agent of this Corporation, against
expenses actually and reasonably incurred in connection with the defense or
settlement of that action if that person acted in good faith, in a manner
believed to be in the best interests of this Corporation and with such care,
including reasonable inquiry, as an ordinarily prudent person in a like position
would use under similar circumstances. No indemnification shall be made under
this section:
(a) in respect of any claim, issue, or matter as to which that person shall
have been adjudged to be liable to this Corporation in the performance of duty
to this Corporation, unless and only to the extent that the court in which that
action was brought shall determine upon
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<PAGE>
application that, in view of all the circumstances of the case, that person is
fairly and reasonably entitled to indemnity for the expenses which the court
shall determine; or
(b) of amounts paid in settling or otherwise disposing of a threatened or
pending action, with or without court approval; or
(c) of expenses incurred in defending a threatened or pending action which
is settled or otherwise disposed of without court approval.
54. Successful Defense by Agent.
----------------------------
To the extent that an agent of this Corporation has been successful on the
merits in defense of any proceeding referred to in sections 52 or 53 of these
Bylaws, or in defense of any claim, issue, or matter therein, the agent shall be
indemnified against expenses actually and reasonably incurred by the agent in
connection therewith.
55. Required Approval.
------------------
Except as provided in section 54 of these Bylaws, indemnification shall be
made by this Corporation only if authorized in the specific case on a
determination that indemnification of the agent is proper in the circumstances
because the agent has met the applicable standard of conduct set forth in
sections 52 or 53 of these Bylaws by:
(a) a majority vote of a quorum consisting of directors who are not parties
to the proceeding;
(b) approval by the affirmative vote of a majority of the shares of this
Corporation entitled to vote represented at a duly held meeting at which a
quorum is present or by the written consent of holders of a majority of the
outstanding shares entitled to vote. For this purpose, the shares owned by the
person to be indemnified shall not be considered outstanding or entitled to vote
thereon; or
(c) the court in which the proceeding is or was pending on application made
by this Corporation or the agent or the attorney or other person rendering
services in connection with the defense, whether or not such application by the
agent, attorney, or other person is opposed by this Corporation.
56. Advance of Expenses.
--------------------
Expenses incurred by any agent in defending any proceeding for which
indemnification is required by this Article VI shall be advanced by this
Corporation before the final disposition of the proceeding on receipt of an
undertaking by or on behalf of the agent to repay that amount unless it shall
ultimately be determined that the agent is entitled to be indemnified under this
Article VI.
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<PAGE>
57. Other Contractual Rights.
-------------------------
Nothing contained herein shall affect any right to indemnification to which
persons other than directors and officers of this Corporation or any subsidiary
hereof may be entitled by contract or otherwise.
58. Limitations.
------------
No indemnification or advance shall be made, except as provided in section
54 or section 55(c), in any circumstance where it appears:
(a) that it would be inconsistent with a provision of the articles, a
resolution of the shareholders, or an agreement in effect at the time of the
accrual of the alleged cause of action asserted in the proceeding in which the
expenses were incurred or other amounts were paid, which prohibits or otherwise
limits indemnification; or
(b) that it would be inconsistent with any condition expressly imposed
by a court in approving a settlement.
59. Insurance.
----------
The Board of Directors of this Corporation may purchase and maintain
insurance on behalf of any agent of this Corporation against any liability
asserted against or incurred by the agent in such capacity or arising out of the
agent's status as such whether or not this Corporation would have the power to
indemnify the agent against that liability under the provisions of this section.
60. Fiduciaries of Corporate Employee Benefit Plans.
------------------------------------------------
The foregoing indemnification provisions do not apply to any proceeding
against any trustee, investment manager, or other fiduciary of an employee
benefit plan in that person's capacity as such, even though that person may also
be an agent of this Corporation as above. Nothing contained herein shall limit
any right to indemnification to which such a trustee, investment manager, or
other fiduciary may be entitled by contract or otherwise, which shall be
enforceable to the extent permitted by applicable law.
VII
RECORDS AND REPORTS
61. Maintenance and Inspection of Share Register.
---------------------------------------------
The Corporation shall keep at its principal executive office, or at the
office of its transfer agent or registrar, if either be appointed, a record of
its shareholders, giving names and addresses of all shareholders and the number
and class of shares held by each shareholder. A shareholder or shareholders of
this Corporation holding at least five percent in the aggregate of the
outstanding voting shares of this Corporation may (i) inspect and copy the
records of shareholders' names and addresses and shareholdings during usual
business hours on five days
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<PAGE>
prior written demand on the Corporation, and (ii) obtain, on written demand and
on the tender of the usual charges for such list, a list of the shareholders'
names and addresses who are entitled to vote for the election of directors, and
their shareholdings, as of the most recent record dates for which that list has
been compiled or as of a date specified by the shareholder after the date of
demand. This list shall be made available to any such shareholder on or before
the later of five days after the demand is received, or the date specified in
the demand as the date as of which the list is to be compiled. The record of
shareholders shall also be open to inspection on the written demand of any
shareholder or holder of a voting trust certificate, at any time during usual
business hours, for a purpose reasonably related to the holder's interests as a
shareholder or as the holder of a voting trust certificate. Any inspection and
copying under this section may be made in person or by an agent or attorney of
the shareholder or holder of a voting trust certificate making the demand.
62. Maintenance and Inspection of Bylaws.
-------------------------------------
The Corporation shall keep at its principal executive office the original
or a copy of the Bylaws as amended to date, which shall be open to inspection by
the shareholders at all reasonable times during office hours.
63. Maintenance and Inspection of Other Corporate Records.
------------------------------------------------------
The accounting books and records and minutes of proceedings of the
shareholders and the Board of Directors and any committee or committees of the
Board of Directors shall be kept at such place or places designated by the Board
of Directors or, in the absence of such designation, at the principal executive
office of this Corporation. The minutes shall be kept in written form and the
accounting books and records shall be kept in either written form or in any
other form capable of being converted into written form. The minutes and
accounting books and records shall be open to inspection upon the written demand
of any shareholder or holder of a voting trust certificate, at any reasonable
time during usual business hours, for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate. The inspection may be made in person or by an agent or attorney,
and shall include the right to copy and make extracts. No such right of
inspection shall extend to any confidential information relating to the
depositors, borrowers or other customers of this Corporation or other
information which the Corporation may not disclose under applicable law or
lawful agreements with third parties.
64. Inspection by Directors.
------------------------
Every director shall have the absolute right at any reasonable time to
inspect all books, records and documents of every kind and the physical
properties of this Corporation. This inspection by a director may be made in
person or by an agent or attorney and the right of inspection includes the right
to copy and make extracts of documents.
65. Annual Report to Shareholders.
------------------------------
The Board of Directors shall cause an annual report to be sent to the
shareholders not later than 120 days after the close of the fiscal year adopted
by the Corporation. This report shall be sent at least 15 days before the annual
meeting of shareholders to be held during the next
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<PAGE>
fiscal year and in the manner specified for giving notice to shareholders of
this Corporation. The annual report shall contain a balance sheet as of the end
of the fiscal year and an income statement and statement of changes in financial
position for the fiscal year, accompanied by any report of independent
accountants or, if there is no such report, the certificate of an authorized
officer of this Corporation that the statements were prepared without audit from
the books and records of this Corporation.
66. Financial Statements.
---------------------
A copy of any annual financial statement and any income statement of this
Corporation for each quarterly period of each fiscal year, and any accompanying
balance sheet of this Corporation as of the end of each such period, that has
been prepared by the Corporation shall be kept in the principal executive office
of this Corporation for 12 months and each such statement shall be exhibited at
all reasonable times to any shareholder demanding an examination of any such
statement or a copy shall be mailed to any such shareholder. If a shareholder or
shareholders holding at least five percent of the outstanding shares of any
class of stock of this Corporation makes a written request to the Corporation
for an income statement of this Corporation for the three-month, six-month or
nine-month period of the then current fiscal year ended more than 30 days before
the date of the request, and a balance sheet of this Corporation as of the end
of that period, the Chief Financial Officer shall cause that statement to be
prepared, if not already prepared, and shall deliver personally or mail that
statement or statements to the person making the request within 30 days after
the receipt of the request. If the Corporation has not sent to the shareholders
its annual report for the last fiscal year, this report shall likewise be
delivered or mailed to the shareholder or shareholders within 30 days after the
request. The Corporation shall also, on the written request of any shareholder,
mail to the shareholder a copy of the last annual, semi-annual, or quarterly
income statement which it has prepared, and a balance sheet as of the end of
that period. The quarterly income statements and balance sheets referred to in
this section shall be accompanied by the report, if any, of any independent
accountants engaged by the Corporation or the certificate of an authorized
officer of this Corporation that the financial statements were prepared without
audit from the books and records of this Corporation.
67. Annual Statement of General Information.
----------------------------------------
The Corporation shall each year file with the Secretary of the State of
California, on the prescribed form, a statement setting forth the authorized
number of directors, the names and complete business or residence addresses of
all incumbent directors, the number of vacancies on the Board of Directors, if
any, the names and complete business or residence addresses of the chief
executive officer, Secretary, and Chief Financial Officer, the street address of
its principal executive office or principal business office in this state, and
the general type of business constituting the principal business activity of
this Corporation, together with a designation of the agent of this Corporation
for the purpose of service of process, all in compliance with section 1502 of
the Code.
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VIII
GENERAL CORPORATE MATTERS
68. Record Date for Purposes Other Than Notice and Voting.
------------------------------------------------------
For purposes of determining the shareholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other action, other than action by
shareholders by written consent without a meeting, the Board of Directors may
fix, in advance, a record date, which shall not be more than 60 days before any
such action, and in that case only shareholders of record on the date so fixed
are entitled to receive the dividend, distribution or allotment of rights or to
exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of this Corporation after the record date as fixed, except
as otherwise provided in the Code. If the Board of Directors does not fix a
record date, the record date for determining shareholders for any such purpose
shall be at the close of business on the day on which the Board of Directors
adopts the applicable resolution or the 60th day before the date of that action,
whichever is later.
69. Checks, Drafts, Evidences of Indebtedness.
------------------------------------------
All checks, drafts, or other orders for payment of money, notes, or other
evidences of indebtedness, issued in the name of or payable to the Corporation,
shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the Board of Directors.
70. Corporate Contracts and Instruments, Execution of.
--------------------------------------------------
The Board of Directors, except as otherwise provided in these Bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of this Corporation and
this authority may be general or confined to specific instances; and, unless so
authorized or ratified by the Board of Directors, or within the agency power of
an officer, no officer, agent, or employee shall have any power or authority to
bind the Corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or for any amount.
71. Certificate for Shares.
-----------------------
A certificate or certificates for shares of the capital stock of this
Corporation shall be issued to each shareholder when any of these shares are
fully paid. All certificates shall be signed in the name of this Corporation by
the Chairman of the Board, or the President or vice president, and by the Chief
Financial Officer or the Secretary or an assistant secretary, certifying the
number of shares and the class or series of shares owned by the shareholder. Any
or all of the signatures on the certificate may be facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed on a certificate shall have ceased to be that officer,
transfer agent, or registrar before that certificate is issued, it may be issued
by the Corporation with the same effect as if that person were an officer,
transfer agent, or registrar at the date of issue.
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72. Lost Certificates.
------------------
Except as provided in this section, no new certificates for shares shall be
issued to replace an old certificate unless the latter is surrendered to the
Corporation and cancelled at the same time. The Board of Directors may, in case
any share certificate or certificate for any other security is lost, stolen, or
destroyed, authorize the issuance of a replacement certificate on such terms and
conditions as the Board of Directors may require, including provision for
indemnification of this Corporation secured by a bond or other adequate security
sufficient to protect the Corporation against any claim that may be made against
it, including any expense or liability, on account of the alleged loss, theft or
destruction of the certificate or the issuance of the replacement certificate.
73. Representation of Shares of Other Corporations.
-----------------------------------------------
The Chairman of the Board, the President, the Chief Financial Officer or
any other person authorized by resolution of the Board of Directors or by any of
the foregoing designated officers, is authorized to vote on behalf of this
Corporation any and all shares of any other corporation or corporations, foreign
or domestic, standing in the name of this Corporation. The authority granted to
these officers to vote or represent on behalf of this Corporation any and all
shares held by the Corporation in any other corporation or corporations may be
exercised by any of these officers in person or by any person authorized to do
so by a proxy duly executed by these officers.
74. Construction and Definitions.
-----------------------------
Unless the context requires otherwise, the general provisions, rules of
construction and definitions in the Code shall govern the construction of these
Bylaws.
IX
AMENDMENTS
75. Amendment by Shareholders.
--------------------------
New Bylaws may be adopted or these Bylaws may be amended or repealed by the
vote or written consent of holders of a majority of the outstanding shares
entitled to vote.
76. Amendment by Directors.
-----------------------
Subject to the rights of the shareholders as provided in section 75 of
these Bylaws, Bylaws may be adopted, amended, or repealed by the Board of
Directors; provided, however, that the Board of Directors may adopt a bylaw or
amendment of a bylaw changing the authorized number of directors only for the
purpose of fixing the exact number of directors within the limits specified in
the Articles of Incorporation or in section 22 of these Bylaws.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
First Northern Community Bancorp:
We consent to incorporation by reference in the registration statement on Form
S-8 of First Northern Community Bancorp of our report dated January 21, 2000,
relating to the balance sheets of First Northern Bank of Dixon as of December
31, 1999 and 1998, and the related statements of operations, stockholders'
equity and comprehensive income, and cash flows for each of the years in the
three-year period ended December 31, 1999, which report appears in the December
31, 1999, annual report on Form 10-K of First Northern Bank of Dixon filed with
the Federal Deposit Insurance Corporation.
KPMG LLP
Sacramento, California
May 22, 2000
<PAGE>
[LETTERHEAD OF FIRST NORTHERN COMMUNITY BANCORP]
Contact: Owen J. Onsum May 22, 2000
Chief Executive Officer/President
FIRST NORTHERN BANK
P.O. Box 547
Dixon, California
(707) 678-3041
First Northern Bank Announces Completion of Holding Company Formation
---------------------------------------------------------------------
First Northern Bank, headquartered in Dixon, California, has announced the
completion of its corporate reorganization whereby the Bank became the
wholly-owned subsidiary of First Northern Community Bancorp effective
May 19, 2000.
The shareholders of the Bank are now the shareholders of the Bancorp in a
stock exchange on a one-for-one basis. An actual exchange of Bank share
certificates will not be required because the existing Bank share certificates
are deemed to represent shares of the Bancorp. However, new Bancorp share
certificates will be issued when future transactions occur.
"Completing the reorganization into a bank holding company structure is
beneficial to us and our shareholders," said Owen J. Onsum, who is President and
Chief Executive Officer of both the Bank and the Bancorp. "Our prospects for
enhancing our relationships with our customers remain bright and we look forward
to a successful future with this new corporate structure."
First Northern Bank's stock ticker symbol "FDIX" has been delisted from the
OTC Bulletin Board and replaced by First Northern Community Bancorp's ticker
symbol "FNRN."
In addition, the Board of Directors of the Bancorp has approved a new stock
repurchase program for its outstanding Common Stock. Based on market conditions,
share repurchases will be made from time to time in the open market or in
privately negotiated transactions. The repurchase program, which will remain in
effect until April 30, 2002, allows purchases in an aggregate amount of up to
10% of the Bancorp's equity over a rolling 12-month period. The new Bancorp
program essentially replaces the Bank's stock repurchase plan that was
terminated on May 19, 2000 as a result of the reorganization.
As before, the stock repurchase program will provide management with an
effective mechanism for capital management. Commenting on the stock repurchase
program, Onsum said, "In addition to our record first quarter earnings,
the Bancorp's new stock repurchase program demonstrates our continued commitment
to providing fundamental value for our shareholders. We continue to believe that
our common stock represents an attractive value at current prices."
First Northern Bank, established in 1910, is a community based bank with
branch offices strategically located in the communities of Dixon, Davis,
Fairfield, Vacaville, West Sacramento, Winters and Woodland. The Bank has Real
Estate offices in Davis and El Dorado Hills, and an SBA Loan Department in
Sacramento. First Northern offers a wide range of SBA, real estate, commercial,
agriculture and consumer loans, as well as a full array of alternative
investment products. Information on First Northern Community Bancorp's stock
can be obtained on the OTC Bulletin Board under the ticker symbol FNRN.
Primary market makers for First Northern Bank are PaineWebber, Inc., Hoefer &
Arnett, Inc., Sutro & Co. and Pacific Crest Securities. The Bank can be found
on the World Wide Web at www.thatsmybank.com.
<PAGE>
FEDERAL DEPOSIT INSURANCE CORPORATION
Washington, D. C. 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 December 31, 1999 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to _________ FDIC Certificate No. 03440
First Northern Bank of Dixon
(Exact name of Bank as specified in its charter)
California 94-0475380
[State or other jurisdiction [I.R.S. Employer Identification No.]
of incorporation or organization]
195 North First Street
Dixon, California 95620
[Address of principal executive offices] [Zip Code]
Bank's telephone number, including area code: (707) 678-3041
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Indicate by check mark whether the Bank (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the Bank 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 the Bank's knowledge, in definitive proxy or information statements
incorporated by reference to Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
Bank was approximately $43,927,620 as of February 29, 2000, based upon the sale
price on the OTC Bulletin Board reported for such date. This calculation does
not reflect a determination that certain persons are affiliates of the Bank for
any other purpose.
3,082,640 shares of the Bank's common stock, no par value, were outstanding
at February 29, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10 (as to directors), 11, 12, and 13 of Part III incorporate by
reference information from the Bank's Proxy Statement to be filed with the
Federal Deposit Insurance Corporation in connection with the solicitation of
proxies for the Bank's 2000 Annual Meeting of Shareholders.
-1-
<PAGE>
Part 1
------
ITEM 1 BUSINESS
This Annual Report on Form 10-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, and are subject
to the "safe harbor" created by those sections. Forward-looking statements
include the information concerning possible or assumed future results of
operations of the Bank set forth under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations." Forward-looking
statements also include statements in which words such as "expect,"
"anticipate," "intend," "plan," "believe," estimate," "consider," or similar
expressions are used. These forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements. Such risks and uncertainties include, but are
not limited to, the risks discussed under "Risk Factors That May Affect Results"
on pages 10 through 14 herein and other risk factors discussed elsewhere in this
Report.
Unless otherwise indicated, all information herein has been adjusted to
give effect to a two-for-one stock split affected by the Bank in September 1998.
First Northern Bank of Dixon ("First Northern" or the "Bank") was
established in 1910 under State Charter as Northern Solano Bank, and opened for
business on February 1st of that year. On January 2, 1912, the First National
Bank of Dixon was established under a Federal Charter, and until 1955, the two
entities operated side by side under the same roof and with the same management.
In an effort to increase efficiency of operation, reduce operating expense, and
improve lending capacity, the two banks were consolidated on April 8, 1955, with
the First National Bank of Dixon as the surviving entity.
In order to reduce reserve requirements and operate with higher lending
limits, on January 1, 1980, the Federal Charter was relinquished in favor of a
State Charter, and the Bank's name was changed to First Northern Bank of Dixon.
First Northern Bank of Dixon engages in the general commercial banking
business in Solano and Yolo Counties, and parts of Sacramento County.
The Bank's Administrative Offices are located in Dixon. Also located in
Dixon are the Data Processing/Central Operations Department and the Central Loan
Department.
The Bank has seven (7) full service Branches. Three are located in the
Solano County cities of Dixon, Fairfield, and Vacaville. The remaining four
Branches are located in the Yolo County cities of Winters, Davis, West
Sacramento and Woodland. In addition, the Bank has a Real Estate Department in
Davis which deals solely in residential mortgages and construction loans, a Real
Estate Loan Office in El Dorado Hills, El Dorado County, and an SBA Loan Office
in Sacramento, Sacramento County.
First Northern is in the commercial banking business, which includes
accepting demand, interest bearing transaction, savings, and time deposits, and
making commercial, consumer, and real estate related loans. It also offers
installment note collection, issues cashier's checks and money orders, sells
travelers' checks, rents safe deposit boxes, and provides other customary
banking services. The Bank is a member of the Federal Deposit Insurance
Corporation ("FDIC") and each depositor's account is insured up to $100,000.
First Northern also offers a complete range of alternative investment
products and services. The Bank offers these services through Select Capital
Corporation, an independent broker/dealer and a member of NASD and SIPC; and
Select Advisors, Inc., a registered investment advisor. All investments and/or
financial services offered by the representatives of Select Capital Corporation
and Select Advisors, Inc. are not insured by the FDIC.
The Bank offers limited international banking services and is looking into
providing trust services through an affiliation.
The operating policy of the Bank since inception has emphasized serving the
banking needs of individuals and small-to medium-sized businesses. In Dixon,
this has included businesses involved in crop and livestock production. The
economy of the Dixon area was primarily dependent upon agricultural related
sources of income and most employment opportunities were also related to
agriculture.
Agriculture continued to be a significant factor in the Bank's business
after the opening of the first Branch Office in Winters in 1970. A significant
step was taken in 1976 to reduce the Bank's dependence on agriculture with the
opening of the Davis Branch.
-2-
<PAGE>
The Davis economy is supported significantly by the University of
California, Davis. In 1981, a depository Branch was opened in South Davis, and
was consolidated into the main Davis Branch in 1986.
In 1983, the West Sacramento Branch was opened. The West Sacramento economy
is built around transportation and distribution related business. This addition
to the Bank's market area has further reduced the Bank's dependence on
agriculture.
In order to accommodate the demand of the Bank's customers for long-term
residential real estate loans, a Real Estate Loan Office was opened in 1983.
This office is centrally located in Davis, and has enabled the Bank to access
the secondary real estate market.
The Vacaville Branch was opened in 1985. Vacaville is a rapidly growing
community with a diverse economic base including state prison (Department of
Corrections), food processing, distribution, shopping centers (Factory Outlet
Stores), medical, and other varied industries.
In 1994, the Fairfield Branch was opened. Fairfield has also been a rapidly
growing community bounded by Vacaville on the east. Its diverse economic base
includes military (Travis AFB), food processing (Anheuser-Busch plant), retail
(Solano Mall), manufacturing, medical, and agriculture. Fairfield is the county
seat for Solano County.
A Real Estate Loan Production Office was opened in El Dorado Hills, in April of
1996, to serve the growing mortgage loan demand in the foothills area north of
Sacramento.
A Small Business Administration (SBA) Loan Department was opened in April of
1997 in Sacramento to serve the small business and industrial loan demand
throughout the Bank's entire market area.
In June of 1997, the Bank's seventh Branch was opened in Woodland, the County
Seat of Yolo County. Woodland is an expanding and diversified 10.5 square mile
city with an economy dominated by agribusiness, retail services, and an
expanding industrial sector.
Through this period of change and diversification, the Bank's policy, which
emphasizes serving the banking needs of individuals and small-to medium-sized
businesses, has not changed. The Bank takes real estate, crop proceeds,
securities, savings and time deposits, automobiles, and equipment as collateral
for loans.
Most of the Bank's deposits are attracted from the market of northern and
central Solano County and southern and central Yolo County. The Bank is not
dependent on any single person or entity for its deposits. The loss of any one
or more of the Bank's depositors would not have a material adverse effect on the
business of the Bank.
-3-
<PAGE>
As of February 29, 2000, the Bank employed a total of 195 people: 77 officers,
including four principal officers, plus 45 full-time and 73 part-time employees.
First Northern has historically experienced seasonal swings in both deposit and
loan volumes due primarily to the agricultural economy. Deposits have typically
hit lows in February or March and peaked in November or December. Loans
typically peaked in the late spring and hit lows in the fall as crops are
harvested and sold. More recent experience shows the same deposit and loan
swings, since the real estate and agricultural economies tend to follow the same
seasonal cycle.
-4-
<PAGE>
The Effect of Government Policy on Banking
The earnings and growth of the Bank are affected not only by local market area
factors and general economic conditions, but also by government monetary and
fiscal policies. For example, the Board of Governors of the Federal Reserve
System ("FRB") influences the supply of money through its open market operations
in U.S. Government securities and adjustments to the discount rates applicable
to borrowings by depository institutions and others. Such actions influence the
growth of loans, investments and deposits and also affect interest rates charged
on loans and paid on deposits. The nature and impact of future changes in such
policies on the business and earnings of the Bank cannot be predicted.
Additionally, state and federal tax policies can impact banking organizations.
As a consequence of the extensive regulation of commercial banking activities in
the United States, the business of the Bank is particularly susceptible to being
affected by the enactment of federal and state legislation which may have the
effect of increasing or decreasing the cost of doing business, modifying
permissible activities or enhancing the competitive position of other financial
institutions. Any change in applicable laws or regulations may have a material
adverse effect on the business and prospects of the Bank.
Bank Regulation and Supervision
The Bank is subject to regulation, supervision and regular examination by the
California Department of Financial Institutions ("DFI") and the Federal Deposit
Insurance Corporation (the "FDIC"). The regulations of these agencies affect
most aspects of the Bank's business and prescribe permissible types of loans and
investments, the amount of required reserves, requirements for branch offices,
the permissible scope of the Bank's activities and various other requirements.
While the Bank is not a member of the FRB, it is also subject to certain
regulations of the FRB dealing primarily with check clearing activities,
establishment of banking reserves, Truth-in-Lending (Regulation Z),
Truth-in-Savings (Regulation DD), and Equal Credit Opportunity (Regulation B).
Under California law, the Bank is subject to various restrictions on, and
requirements regarding, its operations and administration including the
maintenance of branch offices and automated teller machines, capital and reserve
requirements, deposits and borrowings, stockholder rights and duties, and
investment and lending activities. Whenever it appears that the contributed
capital of a California bank is impaired, the California Commissioner of
Financial Institutions ("Commissioner") shall order the bank to correct such
impairment. If a bank is unable to correct the impairment, such bank is required
to levy and collect an assessment upon its common shares. If such assessment
becomes delinquent, such common shares are to be sold by the bank.
California law permits a state chartered bank to invest in the stock and
securities of other corporations, subject to a state chartered bank receiving
either general authorization or, depending on the amount of the proposed
investment, specific authorization from the Commissioner. Federal banking laws,
however, impose limitations on the activities and equity investments of state
chartered, federally insured banks. The FDIC rules on investments prohibit a
state bank from acquiring an equity investment of a type, or in an amount, not
permissible for a national bank. Non-permissible investments must have been
divested by state banks no later than December 19, 1996. FDIC rules also
prohibit a state bank from engaging as a principal in any activity that is not
permissible for a national bank, unless the bank is adequately capitalized and
the FDIC approves the activity after determining that such activity does not
pose a significant risk to the deposit insurance fund. The FDIC rules on
activities generally permit subsidiaries of banks, without prior specific FDIC
authorization, to engage in those activities that have been approved by the FRB
for bank holding companies because such activities are so closely related to
banking to be a proper incident thereto. Other activities generally require
specific FDIC prior approval, and the FDIC may impose additional restrictions on
such activities on a case-by-case basis in approving applications to engage in
otherwise impermissible activities.
-5-
<PAGE>
Capital Standards
The federal banking agencies have risk-based capital adequacy guidelines
intended to provide a measure of capital adequacy that reflects the degree of
risk associated with a banking organization's operations for both transactions
reported on the balance sheet as assets and transactions, such as letters of
credit and recourse arrangements, which are recorded as off-balance-sheet items.
Under these guidelines, nominal dollar amounts of assets and credit equivalent
amounts of off-balance-sheet items are multiplied by one of several risk
adjustment percentages, which range from 0% for assets with low credit risk,
such as certain U.S. government securities, to 100% for assets with relatively
higher credit risk, such as certain loans.
In determining the capital level the Bank is required to maintain, the federal
banking agencies do not, in all respects, follow generally accepted accounting
principles ("GAAP") and have special rules which have the effect of reducing the
amount of capital that will be recognized for purposes of determining the
capital adequacy of the Bank.
A banking organization's risk-based capital ratios are obtained by dividing its
qualifying capital by its total risk-adjusted assets and off-balance-sheet
items. The regulators measure risk-adjusted assets and off-balance-sheet items
against both total qualifying capital (the sum of Tier 1 capital and limited
amounts of Tier 2 capital) and Tier 1 capital. Tier 1 capital consists of common
stock, retained earnings, noncumulative perpetual preferred stock, other types
of qualifying preferred stock and minority interests in certain subsidiaries,
less most other intangible assets and other adjustments. Net unrealized losses
on available-for-sale equity securities with readily determinable fair value
must be deducted in determining Tier 1 capital. Additionally, as of April 1,
1995, for Tier 1 capital purposes, deferred tax assets that can only be realized
if an institution earns sufficient taxable income in the future will be limited
to the amount that the institution is expected to realize within one year, or
ten percent of Tier 1 capital, whichever is less. Tier 2 capital may consist of
a limited amount of the allowance for possible loan and lease losses, term
preferred stock and other types of preferred stock not qualifying as Tier 1
capital, term subordinated debt and certain other instruments with some
characteristics of equity. The inclusion of elements of Tier 2 capital are
subject to certain other requirements and limitations of the federal banking
agencies. The federal banking agencies require a minimum ratio of qualifying
total capital to risk-adjusted assets and off-balance-sheet items of 8%, and a
minimum ratio of Tier 1 capital to adjusted average risk-adjusted assets and
off-balance-sheet items of 4%.
On October 1, 1998, the FDIC adopted two rules governing minimum capital levels
that FDIC-supervised banks must maintain against the risks to which they are
exposed. The first rule makes risk-based capital standards consistent for two
types of credit enhancements (i.e., recourse arrangements and direct credit
substitutes) and requires different amounts of capital for different risk
positions in asset securitization transactions. The second rule permits limited
amounts of unrealized gains on debt and equity securities to be recognized for
risk-based capital purposes as of September 1, 1998. The FDIC rules also provide
that a qualifying institution that sells small business loans and leases with
recourse must hold capital only against the amount of recourse retained. In
general, a qualifying institution is one that is well-capitalized under the
FDIC's prompt corrective action rules. The amount of recourse that can receive
the preferential capital treatment cannot exceed 15% of the institution's total
risk-based capital.
In addition to the risked-based guidelines, federal banking regulators require
banking organizations to maintain a minimum amount of Tier 1 capital to adjusted
average total assets, referred to as the leverage capital ratio. For a banking
organization rated in the highest of the five categories used by regulators to
rate banking organizations, the minimum leverage ratio of Tier 1 capital to
total assets must be 3%. It is improbable; however, that an institution with a
3% leverage ratio would receive the highest rating by the regulators since a
strong capital position is a significant part of the regulators' rating. For all
banking organizations not rated in the highest category, the minimum leverage
ratio must be at least 100 to 200 basis points above the 3% minimum. Thus, the
effective minimum leverage ratio, for all practical purposes, must be at least
4% or 5%. In addition to these uniform risk-based capital guidelines and
leverage ratios that apply across the industry, the regulators have the
discretion to set individual minimum capital requirements for specific
institutions at rates significantly above the minimum guidelines and ratios.
-6-
<PAGE>
As of December 31, 1999, the Bank's capital ratios exceeded applicable
regulatory requirements. The following tables present the capital ratios for the
Bank, compared to the standards for well-capitalized depository institutions, as
of December 31, 1999 (amounts in thousands except percentage amounts).
<TABLE>
<CAPTION>
Well Minimum
Actual Capitalized Capital
Ratio Requirement
------------------------------------ ------------ -----------
Capital Ratio
------- -----
<S> <C> <C> <C> <C>
Leverage................................... $32,421 8.67% 5.0% 4.0%
Tier 1 Risk-Based.......................... 32,421 13.63% 6.0% 4.0%
Total Risk-Based........................... 35,454 14.91% 10.0% 8.0%
</TABLE>
The federal banking agencies must take into consideration concentrations of
credit risk and risks from non-traditional activities, as well as an
institution's ability to manage those risks, when determining the adequacy of an
institution's capital. This evaluation will be made as a part of the
institution's regular safety and soundness examination. The federal banking
agencies must also consider interest rate risk (when the interest rate
sensitivity of an institution's assets does not match the sensitivity of its
liabilities or its off-balance-sheet position) in evaluation of a bank's capital
adequacy.
Prompt Corrective Action and Other Enforcement Mechanisms
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
requires each federal banking agency to take prompt corrective action to resolve
the problems of insured depository institutions, including but not limited to
those that fall below one or more prescribed minimum capital ratios. The law
required each federal banking agency to promulgate regulations defining the
following five categories in which an insured depository institution will be
placed, based on the level of its capital ratios: well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized and critically
undercapitalized.
Under the prompt corrective action provisions of FDICIA, an insured depository
institution generally will be classified in the following categories based on
the capital measures indicated below:
<TABLE>
<S> <C>
"Well capitalized" "Adequately capitalized"
---------------- ----------------------
Total risk-based capital of 10%; Total risk-based capital of 8%;
Tier 1 risk-based capital of 6%; and Tier 1 risk-based capital of 4%; and
Leverage ratio of 5%. Leverage ratio of 4%.
"Undercapitalized" "Significantly undercapitalized"
---------------- ------------------------------
Total risk-based capital less than 8%; Total risk-based capital less than 6%;
Tier 1 risk-based capital less than 4%; or Tier 1 risk-based capital less than 3%; or
Leverage ratio less than 4%. Leverage ratio less than 3%.
"Critically undercapitalized"
Tangible equity to total assets less than 2%.
</TABLE>
An institution that, based upon its capital levels, is classified as "well
capitalized," "adequately capitalized" or "undercapitalized" may be treated as
though it were in the next lower capital category if the appropriate federal
banking agency, after notice and opportunity for hearing, determines that an
unsafe or unsound condition or an unsafe or unsound practice warrants such
treatment. At each successive lower capital category, an insured depository
institution is subject to more restrictions.
In addition to measures taken under the prompt corrective action provisions,
commercial banking organizations may be subject to potential enforcement actions
by the federal regulators for unsafe or unsound practices in conducting their
businesses or for violations of any law, rule, regulation or any condition
imposed in writing by the agency or any written agreement with the agency.
Enforcement actions may include the imposition of a conservator or receiver, the
issuance of a cease-and-desist order that can be judicially enforced, the
termination of insurance of deposits (in the case of a depository institution),
the imposition of civil money penalties, the issuance of directives to increase
capital, the issuance of formal and informal agreements, the issuance of removal
and prohibition orders against institution-affiliated parties and the
enforcement of such actions through injunctions or restraining orders based upon
a judicial determination that the agency would be harmed if such equitable
relief was not granted.
-7-
<PAGE>
Safety and Soundness Standards
FDICIA also implemented certain specific restrictions on transactions and
required federal banking regulators to adopt overall safety and soundness
standards for depository institutions related to internal control, loan
underwriting and documentation and asset growth. Among other things, FDICIA
limits the interest rates paid on deposits by undercapitalized institutions,
restricts the use of brokered deposits, limits the aggregate extensions of
credit by a depository institution to an executive officer, director, principal
shareholder or related interest, and reduces deposit insurance coverage for
deposits offered by undercapitalized institutions for deposits by certain
employee benefits accounts.
The federal banking agencies may require an institution to submit to an
acceptable compliance plan as well as have the flexibility to pursue other more
appropriate or effective courses of action given the specific circumstances and
severity of an institution's noncompliance with one or more standards.
Restrictions on Dividends and Other Distributions
The power of the board of directors of an insured depository institution to
declare a cash dividend or other distribution with respect to capital is subject
to statutory and regulatory restrictions which limit the amount available for
such distribution depending upon the earnings, financial condition and cash
needs of the institution, as well as general business conditions. FDICIA
prohibits insured depository institutions from paying management fees to any
controlling persons or, with certain limited exceptions, making capital
distributions, including dividends, if, after such transaction, the institution
would be undercapitalized.
The federal banking agencies also have authority to prohibit a depository
institution from engaging in business practices which are considered to be
unsafe or unsound, possibly including payment of dividends or other payments
under certain circumstances even if such payments are not expressly prohibited
by statute.
In addition to the restrictions imposed under federal law, banks chartered under
California law generally may only pay cash dividends to the extent such payments
do not exceed the lesser of retained earnings of the bank or the bank's net
income for its last three fiscal years (less any distributions to shareholders
during such period). In the event a bank desires to pay cash dividends in excess
of such amount, the bank may pay a cash dividend with the prior approval of the
Commissioner in an amount not exceeding the greatest of the bank's retained
earnings, the bank's net income for its last fiscal year, or the bank's net
income for its current fiscal year.
Premiums for Deposit Insurance and Assessments for Examinations
FDICIA established several mechanisms to increase funds to protect deposits
insured by the Bank Insurance Fund ("BIF") administered by the FDIC. The FDIC is
authorized to borrow up to $30 billion from the United States Treasury; up to
90% of the fair market value of assets of institutions acquired by the FDIC as
receiver from the Federal Financing Bank; and from depository institutions that
are members of the BIF. Any borrowings not repaid by asset sales are to be
repaid through insurance premiums assessed to member institutions. Such premiums
must be sufficient to repay any borrowed funds within 15 years and provide
insurance fund reserves of $1.25 for each $100 of insured deposits. FDICIA also
provides authority for special assessments against insured deposits. No
assurance can be given at this time as to what the future level of premiums will
be.
-8-
<PAGE>
Community Reinvestment Act and Fair Lending Developments
The Bank is subject to certain fair lending requirements and reporting
obligations involving home mortgage lending operations and Community
Reinvestment Act ("CRA") activities. The CRA generally requires the federal
banking agencies to evaluate the record of a financial institution in meeting
the credit needs of their local communities, including low and moderate-income
neighborhoods. In addition to substantive penalties and corrective measures that
may be required for a violation of certain fair lending laws, the federal
banking agencies may take compliance with such laws and CRA into account when
regulating and supervising other activities.
Recently Enacted Legislation
On November 12, 1999 President Clinton signed into law the Gramm-Leach-Bliley
Act, or the Financial Services Act of 1999 (the "FSA") which becomes effective
March 11, 2000. The FSA repeals provisions of the Glass-Steagall Act, which had
prohibited commercial banks and securities firms from affiliating with each
other and engaging in each other's businesses. Thus, many of the barriers
prohibiting affiliations between commercial banks and securities firms have been
eliminated.
The Bank Holding Company Act of 1956, as amended (the "BHCA"), is also amended
by the FSA, to allow new "financial holding companies" ("FHC") to offer banking,
insurance, securities and other financial products to consumers. Specifically,
the FSA amends section 4 of the BHCA in order to provide for a framework for the
engagement in new financial activities. Bank holding companies ("BHC") may elect
to become a financial holding company if all its subsidiary depository
institutions are well-capitalized and well-managed. If these requirements are
met, a BHC may file a certification to that effect with the FRB and declare that
it chooses to become a FHC. After the certification and declaration is filed,
the FHC may engage either de novo or through an acquisition in any activity that
has been determined by the FRB to be financial in nature or incidental to such
financial activity. BHCs may engage in financial activities without prior notice
to the FRB if those activities qualify under the BHCA. However, notice must be
given to the FRB within 30 days after a FHC has commenced one or more of the
financial activities.
Under the FSA, FDIC-insured state banks, subject to various requirements (and
national banks) are permitted to engage through "financial subsidiaries" in
certain financial activities permissible for affiliates of FHCs. However, to be
able to engage in such activities the state bank must also be well-capitalized
and well-managed and receive at least a "satisfactory" rating in its most recent
Community Reinvestment Act examination.
The Bank cannot be certain of the effect of the foregoing recently enacted
legislation on its business, although there is likely to be consolidation among
financial services institutions and increased competition for the Bank.
Pending Legislation and Regulations
Certain pending legislative proposals include bills to let banks pay interest on
business checking accounts, to cap consumer liability for stolen debit cards,
and to give judges the authority to force high-income borrowers to repay their
debts rather than cancel them through bankruptcy.
-9-
<PAGE>
Quantitative and Qualitative Disclosures About Market Risk
While there are several varieties of market risk, the market risk material to
the Bank is interest rate risk. Within the context of interest rate risk, market
risk is the risk of loss due to changes in market interest rates that have an
adverse effect on net interest income, earnings, capital or the fair value of
financial instruments. Exposure to this type of risk is a regular part of a
financial institution's operations. The fundamental activities of making loans,
purchasing investment securities, and accepting deposits inherently involve
exposure to interest rate risk. The Bank monitors the repricing differences
between assets and liabilities on a regular basis and estimates exposure to net
interest income, net income, and capital based upon assumed changes in the
market yield curve. The following tables summarize the expected maturity,
principal repayment and fair value of the financial instruments that are
sensitive to changes in interest rates:
Interest Rate Sensitivity Analysis at December 31, 1999
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Expected Maturity/Repricing/Principal Payment
In Thousands Within 1 1 Year to 3 Years to After 5 Total Fair
Year 3 Years 5 Years Years Balance Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest-Sensitive Assets:
Federal funds sold 37,300 - - - 37,300 37,300
Average interest rate 5.50% - - - 5.50%
Fixed rate investments 16,520 33,811 30,866 54,255 135,452 135,452
Average interest rate 6.20% 6.40% 6.40% 6.14% 6.27%
Fixed rate loans (1) 5,833 2,539 64 45,575 54,011 49,930
Average interest rate 8.38% 10.80% 10.80% 7.47% 7.73%
Floating rate loans (2) 83,524 14,739 - - 98,263 98,698
Average interest rate 9.89% 10.01% - - 9.91%
Loans held for sale - 10,657 - - 10,657 10,667
Average interest rate - 7.80% - - 7.80%
Interest-Sensitive Liabilities:
NOW account deposits (2) 10,261 9,072 7,256 9,695 36,284 36,284
Average interest rate 1.35% 1.35% 1.35% 1.35% 1.35%
Money market deposits (2) 15,800 13,166 13,166 10,540 52,672 52,672
Average interest rate 2.20% 2.20% 2.20% 2.20% 2.20%
Savings deposits (2) 17,446 9,970 12,462 9,967 49,845 49,845
Average interest rate 2.50% 2.50% 2.50% 2.50% 2.50%
Certificates of deposit 103,916 6,251 537 - 110,704 110,404
Average interest rate 4.53% 4.94% 4.47% - 4.55%
Interest-Sensitive Off-Balance Sheet
Items:
Commitments to lend - - - - 76,101 571
Standby letters of credit - - - - 3,600 36
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Interest Rate Sensitivity Analysis at December 31, 1998
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Expected Maturity/Repricing/Principal Payment
In Thousands Within 1 1 Year to 3 Years to After 5 Total Fair
Year 3 Years 5 Years Years Balance Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest-Sensitive Assets:
Federal funds sold 25,400 - - - 25,400 25,400
Average interest rate 4.75% - - - 4.75%
Fixed rate investments 19,924 36,004 16,135 55,486 127,549 127,549
Average interest rate 6.22% 5.95% 5.95% 6.51% 6.09%
Fixed rate loans (1) 9,739 1,608 69 11,722 23,138 23,003
Average interest rate 8.54% 10.42 10.42% 8.62% 8.72%
Floating rate loans (2) 91,630 7,870 - - 99,500 103,368
Average interest rate 9.05% 8.96% - - 9.04%
Loans held for sale - 29,021 - - 29,021 29,596
Average interest rate - 7.03% - - 7.03%
Interest-Sensitive Liabilities:
NOW account deposits (2) 10,261 9,072 7,256 9,695 36,394 36,394
Average interest rate 1.35% 1.35% 1.35% 1.35% 1.35%
Money market deposits (2) 15,800 13,166 13,166 10,540 43,942 43,942
Average interest rate 2.22% 2.22% 2.22% 2.22% 2.22%
Savings deposits (2) 17,446 9,970 12,462 9,967 41,844 41,844
Average interest rate 2.75% 2.75% 2.75% 2.75% 2.75%
Certificates of deposit 103,808 5,251 850 - 109,909 110,410
Average interest rate 4.79% 5.10% 4.92% - 4.81%
Interest-Sensitive Off-Balance Sheet
Items:
Commitments to lend 63,853 479
Standby letters of credit 713 7
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Based upon contractual maturity dates and interest rate repricing.
(2) NOW, money market and savings deposits do not carry contractual maturity
dates. The actual maturities of NOW, money market, and savings deposits could
vary substantially if future prepayments differ from the Bank's historical
experience.
</FN>
</TABLE>
-10-
<PAGE>
The Bank controls interest rate risk by matching assets and liabilities. One
tool used to ensure market rate return is variable rate loans. Loans totaling
$89,357,000 or 54.84% of the total loan portfolio (including loans held for
sale) are subject to repricing within one year. Loan maturities in the after
five-year category increased to $45,575,000 at December 31, 1999 from
$11,722,000 at December 31, 1998. The reason for this increase was due, for the
most part, to transfers effective July 1, 1999 and October 1, 1999 of
$25,567,000 and $3,656,000, respectively, from held for sale loans to held to
maturity loans.
The Bank is required by FASB 115 to mark to market the Available for Sale
investments at the end of each quarter. Mark to market resulted in a negative
capital entry of $3,7658,000 as reflected on the December 31, 1999 balance
sheet. Mark to market impact on capital on December 31, 1998 was a positive
$1,835,000. These entries were the result of fluctuating interest rates.
Risk Factors That May Affect Results
This Report includes forward-looking statements within the meaning of the
Exchange Act. These statements are based on management's beliefs and
assumptions, and on information currently available to management.
Forward-looking statements include the information concerning possible or
assumed future results of operations of the Bank set forth under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." Forward-looking statements also include statements in which words
such as "expect," "anticipate," "intend," "plan," "believe," "estimate,"
"consider" or similar expressions are used. Forward-looking statements are not
guarantees of future performance. They involve risks, uncertainties and
assumptions, including the risks discussed below and elsewhere in this Report.
The Bank's actual future results and shareholder values may differ materially
from those anticipated and expressed in these forward-looking statements. Many
of the factors that will determine these results and values, including those
below, are beyond the Bank's ability to control or predict.
Lending Risks Associated with Commercial Banking Activities
The Bank's business strategy is to focus on commercial business loans (which
includes agricultural loans), construction loans and commercial and multi-family
real estate loans. The principal factors affecting the Bank's risk of loss in
connection with commercial business loans include the borrower's ability to
manage its business affairs and cash flows, general economic conditions and,
with respect to agricultural loans, weather and climate conditions. Loans
secured by commercial real estate are generally larger and involve a greater
degree of credit and transaction risk than residential mortgage (one to four
family) loans. Because payments on loans secured by commercial and multi-family
real estate properties are often dependent on successful operation or management
of the underlying properties, repayment of such loans may be subject to a
greater extent to the then prevailing conditions in the real estate market or
the economy. Real estate construction financing is generally considered to
involve a higher degree of credit risk than long-term financing on improved,
owner-occupied real estate. Risk of loss on a construction loan is dependent
largely upon the accuracy of the initial estimate of the property's value at
completion of construction or development compared to the estimated cost
(including interest) of construction. If the estimate of value proves to be
inaccurate, the Bank may be confronted with a project which, when completed, has
a value which is insufficient to assure full repayment of the construction loan.
Although the Bank manages lending risks through its underwriting and credit
administration policies, no assurance can be given that such risks would not
materialize, in which event the Bank's financial condition, results of
operations, cash flows and business prospects could be materially adversely
affected.
Dependence on Real Estate
At December 31, 1999, approximately 61% of the Bank's loans were secured by real
estate. The value of the Bank's real estate collateral has been, and could in
the future continue to be, adversely affected by any economic recession and any
resulting adverse impact on the real estate market in Northern California such
as that experienced during the early years of this decade. See "-Economic
Conditions and Geographic Concentration."
-11-
<PAGE>
The Bank's primary lending focus has historically been commercial (including
agricultural), construction and real estate mortgage. At December 31, 1999, real
estate mortgage and construction loans comprised approximately 26% and 21%,
respectively, of the total loans in the Bank's portfolio. At December 31, 1999,
all of the Bank's real estate mortgage and construction loans and approximately
33% of its commercial loans were secured fully or in part by deeds of trust on
underlying real estate. The Bank's dependence on real estate increases the risk
of loss in both the Bank's loan portfolio and its holdings of other real estate
owned if economic conditions in Northern California deteriorate in the future.
Deterioration of the real estate market in Northern California would have a
material adverse effect on the Bank's business, financial condition and results
of operations. See "-Economic Conditions and Geographic Concentration."
Interest Rate Risk
The income of the Bank depends to a great extent on "interest rate
differentials" and the resulting net interest margins (i.e., the difference
between the interest rates earned on the Bank's interest-earning assets such as
loans and investment securities, and the interest rates paid on the Bank's
interest-bearing liabilities such as deposits and borrowings). These rates are
highly sensitive to many factors which are beyond the Bank's control, including
general economic conditions and the policies of various governmental and
regulatory agencies, in particular, the FRB. The Bank is generally adversely
affected by declining interest rates. In addition, changes in monetary policy,
including changes in interest rates, influence the origination of loans, the
purchase of investments and the generation of deposits and affect the rates
received on loans and investment securities and paid on deposits, which could
have a material adverse effect on the Bank's business, financial condition and
results of operations. See "Quantitative and Qualitative Disclosure About Market
Risk."
Potential Volatility of Deposits
At December 31, 1999, 13% of the dollar value of the Bank's total deposits was
represented by time certificates of deposit in excess of $100,000. As such,
these deposits are considered volatile and could be subject to withdrawal.
Withdrawal of a material amount of such deposits would adversely impact the
Bank's liquidity, profitability, business prospects, results of operations and
cash flows.
Dividends
The ability of the Bank to pay cash dividends in the future depends on the
Bank's profitability, growth and capital needs. In addition, the California
Financial Code restricts the ability of the Bank to pay dividends. No assurance
can be given that the Bank will pay any dividends in the future or, if paid,
such dividends will not be discontinued. See "-Supervision and
Regulation-Restrictions on Dividends and Other Distributions."
Competition
In California generally, and in the Bank's primary market area specifically,
major banks dominate the commercial banking industry. By virtue of their larger
capital bases, such institutions have substantially greater lending limits than
those of the Bank. In obtaining deposits and making loans, the Bank competes
with these larger commercial banks and other financial institutions, such as
savings and loan associations and credit unions, which offer many services which
traditionally were offered only by banks. In addition, the Bank competes with
other institutions such as money market funds, brokerage firms, and even retail
stores seeking to penetrate the financial services market. During periods of
declining interest rates, competitors with lower costs of capital may solicit
the Bank's customers to refinance their loans. Furthermore, during periods of
economic slowdown or recession, the Bank's borrowers may face financial
difficulties and be more receptive to offers from the Bank's competitors to
refinance their loans. No assurance can be given that the Bank will be able to
compete with these lenders. See "-Competition."
-12-
<PAGE>
Government Regulation and Legislation
The Bank is subject to extensive state and federal regulation, supervision and
legislation which govern almost all aspects of the operations of the Bank. The
business of the Bank is particularly susceptible to being affected by the
enactment of federal and state legislation which may have the effect of
increasing or decreasing the cost of doing business, modifying permissible
activities or enhancing the competitive position of other financial
institutions. Such laws are subject to change from time to time and are
primarily intended for the protection of consumers, depositors and the deposit
insurance funds and not for the protection of shareholders of the Bank. The Bank
cannot predict what effect any presently contemplated or future changes in the
laws or regulations or their interpretations would have on the business and
prospects of the Bank, but it could be material and adverse. See "-Supervision
and Regulation."
Economic Conditions and Geographic Concentration
The Bank's operations are located and concentrated primarily in Northern
California, particularly the counties of Placer, Sacramento, Solano and Yolo,
and are likely to remain so for the foreseeable future. At December 31, 1999,
approximately 61% of the Bank's loan portfolio consisted of real estate related
loans, all of which were related to collateral located in Northern California.
The performance of these loans may be adversely affected by changes in
California's economic and business conditions. A deterioration in economic
conditions could have a material adverse effect on the quality of the Bank's
loan portfolio and the demand for its products and services. In addition, during
periods of economic slowdown or recession, the Bank may experience a decline in
collateral values and an increase in delinquencies and defaults. A decline in
collateral values and an increase in delinquencies and defaults increase the
possibility and severity of losses. California real estate is also subject to
certain natural disasters, such as earthquakes, floods and mud slides, which are
typically not covered by the standard hazard insurance policies maintained by
borrowers. Uninsured disasters may make it difficult or impossible for borrowers
to repay loans made by the Bank. The occurrence of adverse economic conditions
or natural disasters in California could have a material adverse effect on the
Bank's financial condition, results of operations, cash flows and business
prospects.
Reliance on Key Employees and Others
The Bank is dependent upon the continued services of its key employees,
including Owen J. Onsum, President and Chief Executive Officer, Robert M.
Walker, Senior Vice President and Branch Administrator, Donald J. Fish, Senior
Vice President and Senior Credit Officer, and Louise A. Walker, Senior Vice
President and Cashier. The loss of the services of any such employee, or the
failure of the Bank to attract and retain other qualified personnel, could have
a material adverse effect on the Bank's business, financial condition and
results of operations.
Adequacy of Allowance for Loan and Other Real Estate Losses
The Bank's allowance for estimated losses on loans was approximately $7.8
million, or 4.6% of total loans, and 1,476% of total nonperforming loans at
December 31, 1999. Material future additions to the allowance for estimated
losses on loans may be necessary if material adverse changes in economic
conditions occur and the performance of the Bank's loan portfolio deteriorates.
In addition, future additions to the Bank's allowance for losses on other real
estate owned may also be required in order to reflect changes in the markets for
real estate in which the Bank's other real estate owned is located and other
factors which may result in adjustments which are necessary to ensure that the
Bank's foreclosed assets are carried at the lower of cost or fair value, less
estimated costs to dispose of the properties. Moreover, the FDIC and the DFI, as
an integral part of their examination process, periodically review the Bank's
allowance for estimated losses on loans and the carrying value of its assets.
Increases in the provisions for estimated losses on loans and foreclosed assets
would adversely affect the Bank's financial condition and results of operations.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations-Summary of Loan Loss Experience."
-13-
<PAGE>
Shares Eligible for Future Sale
As of February 29, 2000, the Bank had 3,082,640 shares of Common Stock
outstanding, all of which are eligible for sale in the public market without
restriction. Future sales of substantial amounts of the Bank's Common Stock, or
the perception that such sales could occur, could have a material adverse effect
on the market price of the Common Stock. In addition, options to acquire up to
six percent of the outstanding shares of Common Stock at exercise prices ranging
from $11.11 to $13.51 have been issued to directors and certain employees of the
Bank under the Bank's 1997 Stock Option Plan and Outside Directors 1997
Nonstatutory Stock Option Plan, and options to acquire up to an additional 17%
of the outstanding shares of Common Stock are reserved for issuance under such
plans. No prediction can be made as to the effect, if any, that future sales of
shares, or the availability of shares for future sale, will have on the market
price of the Bank's Common Stock. See "Market for the Bank's Common Stock and
Related Stockholder Matters."
Absence of Public Market; Volatility in Stock Price
There currently is no active trading market for the Bank's Common Stock. No
assurance can be given that an active public trading market will develop or
that, if developed, it will be sustained. As a result of the lack of a trading
market, the market price of the Bank's Common Stock may experience fluctuations
that are unrelated to the operating performance of the Bank. In particular, the
price of the Bank's Common Stock may be affected by general market price
movements as well as developments specifically related to the financial services
sector, including interest rate movements, quarterly variations, or changes in
financial estimates by securities analysts and a significant reduction in the
price of the stock of another participant in the financial services industry.
Technology and Computer Systems
Advances and changes in technology can significantly impact the business and
operations of the Bank. The Bank faces many challenges including the increased
demand for providing computer access to bank accounts and the systems to perform
banking transactions electronically. The Bank's merchant processing services
require the use of advanced computer hardware and software technology and
rapidly changing customer and regulatory requirements. The Bank's ability to
compete depends on its ability to continue to adapt its technology on a timely
and cost-effective basis to meet these requirements. In addition, the Bank's
business and operations are susceptible to negative impacts from computer system
failures, communication and energy disruption and unethical individuals with the
technological ability to cause disruptions or failures of the Bank's data
processing systems.
Many computer programs were designed and developed utilizing only two digits in
the date field, thereby creating the inability to recognize the year 2000 or
years thereafter. This year 2000 issue creates risks for the Bank from
unforeseen or unanticipated problems in its internal computer systems as well as
from computer systems of the Federal Reserve Bank of San Francisco,
correspondent banks, customers and vendors. Failures of these systems or
untimely corrections could have a material adverse impact on the Bank's ability
to conduct its business and results of operations. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations-Year 2000."
Environmental Risks
The Bank, in its ordinary course of business, acquires real property securing
loans that are in default, and there is a risk that hazardous substances or
waste, contaminants or pollutants could exist on such properties. The Bank may
be required to remove or remediate such substances from the affected properties
at its expense, and the cost of such removal or remediation may substantially
exceed the value of the affected properties or the loans secured by such
properties. Furthermore, the Bank may not have adequate remedies against the
prior owners or other responsible parties to recover its costs. Finally, the
Bank may find it difficult or impossible to sell the affected properties either
prior to or following any such removal. In addition, the Bank may be considered
liable for environmental liabilities in connection with its borrowers'
properties, if, among other things, it participates in the management of its
borrowers' operations. The occurrence of such an event could have a material
adverse effect on the Bank's business, financial condition, results of
operations and cash flows.
-14-
<PAGE>
Dilution
As of February 29, 2000, the Bank had outstanding options to purchase an
aggregate of 196,665 shares of Common Stock at exercise prices ranging from
$11.11 to $13.51 per share, or a weighted average exercise price per share of
$13.11. To the extent such options are exercised, shareholders of the Bank will
experience dilution. See "Market for the Bank's Common Stock and Related
Stockholder Matters."
Competition
In the past, an independent bank's principal competitors for deposits and loans
have been other banks (particularly major banks), savings and loan associations
and credit unions. To a lesser extent, competition was also provided by thrift
and loans, mortgage brokerage companies and insurance companies. Other
institutions, such as brokerage houses, mutual fund companies, credit card
companies, and even retail establishments have offered new investment vehicles
which also compete with banks for deposit business. The direction of federal
legislation in recent years seems to favor competition between different types
of financial institutions and to foster new entrants into the financial services
market. The enactment of the FSA is the latest evidence of this trend, and it is
anticipated that this trend will continue as financial services institutions
combine to take advantage of the FSA's elimination of the barriers against such
affiliations.
In order to compete with major financial institutions and other competitors in
its primary service areas, the Bank relies upon the experience of its executive
and senior officers in serving business clients, and upon its specialized
services, local promotional activities and the personal contacts made by its
officers, directors, and employees.
For customers whose loan demand exceeds the Bank's legal lending limit, the Bank
may arrange for such loans on a participation basis with correspondent banks.
The seasonal swings discussed earlier have, in the past, had some impact on the
Bank's liquidity. The management of investment maturities, sale of loan
participations, federal fund borrowings, qualification for funds under the
Federal Reserve Bank's seasonal credit program, and the ability to sell
mortgages in the secondary market have allowed the Bank to satisfactorily manage
its liquidity.
The enactment of the Interstate Banking and Branching Act in 1994 and the
California Interstate Banking and Branching Act of 1995 have increased
competition within California. It is believed that the recent enactment of the
FSA will further increase competition within California. Moreover, regulatory
reform, as well as other changes in federal and California law will also affect
competition. While the impact of these changes, and of other proposed changes,
cannot be predicted with certainty, it is clear that the business of banking in
California will remain highly competitive.
-15-
<PAGE>
ITEM 2 - PROPERTIES
Dixon Branch - Consists of a two-story building with approximately 16,600 square
feet of space situated in the central business district in the city of Dixon in
northern Solano County. This property is owned by the Bank with no encumbrances.
Vacaville Branch - Approximately 5,000 square feet of space situated in a
shopping center in the city of Vacaville in north central Solano County. The
property is subject to a lease expiring in December 2005. The term of the lease
is fifteen years with options to extend this lease for an additional nineteen
years.
Fairfield Branch - Approximately 3,800 square feet of space situated in an
office complex in the city of Fairfield in western Solano County. Property is
subject to a lease expiring in December 2001.
Operations Center - Consists of a one-story building with approximately 33,500
square feet of space situated in the central business district in the city of
Dixon in northern Solano County. The property is owned by the Bank with no
encumbrances.
Future Bank Site - Vacant lot situated in the city of Dixon in northern Solano
County. The property is owned by the Bank with no encumbrances.
Winters Branch - Consists of a two-story building with approximately 2,800
square feet of space situated in the central business district in the city of
Winters in southern Yolo County. The property is owned by the Bank with no
encumbrances.
Davis Branch - Approximately 5,000 square feet of space situated in the central
business district in the city of Davis in southern Yolo County. The property is
subject to a lease expiring in March 2004.
Real Estate Department - Approximately 2,200 square feet of space situated in
the central business district in the city of Davis in southern Yolo County. The
property is subject to a month-to-month lease.
West Sacramento Branch - Consists of a one-story building with approximately
5,000 square feet of space situated in the Port of Sacramento industrial park in
the city of West Sacramento in southern Yolo County. The property is owned by
the Bank with no encumbrances.
Woodland Branch - Approximately 3,800 square feet of space situated in the
central business district in the city of Woodland in central Yolo County. The
property is subject to a lease expiring in April 2002. The Bank has options to
extend this lease an additional fifteen years.
El Dorado Hills Loan Production Office - Approximately 800 square feet of space
situated in an office complex in the city of El Dorado Hills in El Dorado
County. The property is subject to a month-to-month lease.
SBA Loan Production Office - Approximately 800 square feet of space situated in
the central business district, in an office complex, in the city of Sacramento
in Sacramento County. Property is subject to a lease expiring in April 2000. The
term of the lease is one year.
ITEM 3 - LEGAL PROCEEDINGS
The Bank is not a party to or the subject of, nor is any of the property of the
Bank the subject of any material pending legal proceedings, other than ordinary
routine litigation incidental to the Bank's business.
-16-
<PAGE>
ITEM 4 - SUBMISSION OF MATTERS TO A VOATE OF SECURITY HOLDERS
Not Applicable.
-17-
<PAGE>
PART II
-------
ITEM 5 - MARKET FOR THE BANK'S COMMON STOCK AND RELATED STOCK HOLDER MATTERS
The Bank's common stock is not listed on any exchange, nor is it included on
NASDAQ. However, trades may be reported on the OTC Bulletin Board under the
symbol "FDIX". The Bank is aware that Hoefer & Arnett, Inc., Sutro & Co. and
PaineWebber, Inc. all make a market in the Bank's common stock. Management is
aware that there are also private transactions in the Bank's common stock
although the data set forth below may not reflect all such transactions.
The following table summarizes the range of sales prices of the Bank's Common
Stock for each quarter during the last two fiscal years and is based on
information provided by Hoefer & Arnett, Inc. The quotations reflect the price
that would be received by the seller without retail mark-up, mark-down or
commissions and may not have represented actual transactions:
QUARTER/YEAR HIGH LOW
------------ ---- ---
4th Quarter 1999 $14.00 $13.50
3rd Quarter 1999 $14.50 $13.25
2nd Quarter 1999 $14.00 $12.75
1st Quarter 1999 $13.50 $11.75
4th Quarter 1998* $15.00 $13.00
3rd Quarter 1998 $30.50 $26.00
2nd Quarter 1998 $29.38 $27.63
1st Quarter 1998 $30.00 $27.68
* On September 30, 1998, the Board of Directors authorized a two-for-one
stock split of the Bank's common stock in which each share of the
Bank's stock was converted into two shares.
As of February 29, 2000, there were approximately 868 holders of record of the
Bank's common stock, no par value, which is the only class of equity securities
authorized or issued.
In the last two years the Bank has declared the following stock dividends:
Shareholder Dividend Date
Record Date Percentage Payable
----------- ---------- -------
February 26, 1999 5% March 31, 1999
February 27, 1998 5% March 31, 1998
The Bank has not paid a cash dividend in the past five years and does not expect
to pay a cash dividend in the foreseeable future.
There are regulatory limitations on cash dividends that may be paid by the Bank
under state and federal laws. See "Supervision and Regulation - Restrictions on
Dividends and Other Distributions."
-18-
<PAGE>
ITEM 6 - SELECTED FINANCIAL DATA
The selected consolidated financial data below have been derived from the Bank's
audited financial statements. The selected consolidated financial data set forth
below as of December 31, 1996, and 1995 have been derived from the Bank's
historical financial statements not included in this Report. The financial
information for 1999, 1998 and 1997 should be read in conjunction "Management's
Discussion and Analysis of Financial Condition and Results of Operations," which
is in Part I (Item 7) of this Report and with the Bank's audited financial
statements and the notes thereto, which are included in Part II (Item 8) of this
Report.
<TABLE>
<CAPTION>
Summary of Operations for the year ended December 31,
-----------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Interest Income
and Loan Fees $ 25,916,802 $ 24,308,654 $ 22,021,809 $ 20,797,132 $ 21,396,091
Interest Expense (7,835,726) (8,497,727) (8,100,283) (7,431,902) (6,914,349)
--------------- --------------- --------------- ---------------- ---------------
Net Interest Income 18,081,076 15,810,927 13,921,526 13,365,230 14,481,742
Recovery of (Provision for)
Loan Losses 800,000 (760,000) (2,115,500) (8,331,900) (2,820,700)
--------------- --------------- --------------- ---------------- ---------------
Net Interest Income after
Recovery of (Provision for)
Loan Losses 18,881,076 15,050,927 11,806,026 5,033,330 11,661,042
Other Operating Income 1,963,997 1,971,965 1,718,789 1,759,424 1,339,779
Other Operating Expense (14,640,645) (12,797,185) (11,369,002) (12,233,188) (10,658,175)
--------------- --------------- --------------- ---------------- ---------------
Earnings (Loss) before Taxes 6,204,428 4,225,707 2,155,813 (5,440,434) 2,342,646
(Provision) Benefit for Taxes (2,121,443) (1,224,864) (426,144) 2,703,100 (467,421)
--------------- --------------- --------------- ---------------- ---------------
Net Earnings (Loss) $ 4,082,985 $ 3,000,843 $ 1,729,669 $ (2,737,334) $ 1,875,225
=============== =============== =============== ================ ===============
Basic Earnings
(Loss) Per Share * $1.25 $0.92 $0.53 ($0.84) $0.57
=============== =============== =============== ================ ===============
Diluted Earnings
(Loss) Per Share * $1.24 $0.91 $0.53 ($0.84) $0.57
=============== =============== =============== ================ ===============
Total Assets $ 370,990,606 $ 343,308,775 $ 305,935,629 $ 264,620,686 $ 258,154,994
=============== =============== =============== ================ ===============
Weighted Average Shares of Common
Stock outstanding Used for Basic
Earnings Per Share Computation 3,276,362 3,276,230 3,267,942 3,267,942 3,267,942
=============== =============== =============== ================ ===============
Weighted Average Shares of Common
Stock outstanding Used for
Diluted Earnings Per Share
Computation 3,289,199 3,284,258 3,272,006 3,267,942 3,267,942
=============== =============== =============== ================ ===============
Return on Average Total Assets 1.16% 0.96% 0.62% (1.05%) 0.76%
Net Earnings/Average Equity 12.83% 10.49% 6.70% (9.71%) 6.96%
Net Earnings/Average Deposits 1.29% 1.06% 0.69% (1.19%) 0.85%
Average Loans/Average 51.04% 49.12% 55.98% 66.85% 68.60%
Average Equity to Average
Total Assets 9.08% 9.18% 9.18% 10.78% 10.87%
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
* Earnings per share have been restated as required by the Bank's adoption of SFAS No. 128, Earnings Per Share, which replaces
APB Opinion 15, Earnings Per Share.
</FN>
</TABLE>
-19-
<PAGE>
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This Annual Report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, and are subject to the
"safe harbor" created by those sections. Forward-looking statements include the
information concerning possible or assumed future results of operations of the
Bank set forth under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations." Forward-looking statements also
include statements in which words such as "expect," "anticipate," "intend,"
"plan," "believe," estimate," "consider," or similar expressions are used. These
forward-looking statements involve certain risks and uncertainties that could
cause actual results to differ materially from those in the forward-looking
statements. Such risks and uncertainties include, but are not limited to, the
risks discussed under "Risk Factors That May Affect Results" on pages 10 through
15 herein other risk factors discussed elsewhere in this Report.
-20-
<PAGE>
The following statistical information and discussion should be read in
conjunction with the Selected Financial Data included in Part I (Item 6) and the
audited financial statements and accompanying notes included in Part II (Item 8)
of this Annual Report on Form 10-K.
Distribution of Assets, Liabilities and Shareholders' Equity;
-------------------------------------------------------------
Interest Rates and Interest Differential
----------------------------------------
The following table summarizes the distribution, by amount (in thousands of
dollars) and percentage, of the daily average assets, liabilities, and
shareholders' equity of the Bank for 1999, 1998 and 1997. Average balances have
been computed using daily balances. Tax exempt income is not shown on a tax
equivalent basis.
<TABLE>
<CAPTION>
1999 1998 1997
---------------------------- ---------------------------- ---------------------------
Average Average Average
Balance Percent Balance Percent Balance Percent
----------- ------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
- ------
Cash and Due From Banks $ 18,115 5.17% $ 16,514 5.30% $ 14,011 4.99%
Investment Securities:
U.S. Government Securities 32,904 9.38% 33,389 10.71% 27,829 9.91%
Obligations of States &
Political
Subdivisions 66,096 18.84% 61,351 19.68% 45,458 16.18%
Other Securities 27,179 7.75% 18,851 6.05% 6,773 2.41%
Federal Funds Sold 30,198 8.61% 30,719 9.85% 29,033 10.34%
Loans 1 161,246 45.97% 139,467 44.73% 141,036 50.21%
Other Assets 15,000 4.28% 11,522 3.70% 16,736 5.96%
----------- ------------- ------------ ------------ ------------ --------------
Total Assets $ 350,738 100.00% $ 311,813 100.00% $ 280,876 100.00%
=========== ============= ============ ============ ============ ==============
LIABILITIES &
- -------------
SHAREHOLDERS' EQUITY
- --------------------
Deposits:
Demand $ 77,663 22.14% $ 64,957 20.83% $ 52,920 18.84%
Interest-Bearing Transaction
Deposits 35,620 10.16% 31,259 10.03% 24,133 8.59%
Savings & MMDAs 93,058 26.53% 78,816 25.28% 72,592 25.85%
Time Certificates 109,581 31.24% 108,873 34.92% 102,315 36.43%
Borrowed Funds 1,020 0.29% 1,006 0.32% 1,139 0.41%
Other Liabilities 1,962 0.56% (1,712) -0.55% 1,979 0.71%
Shareholders' Equity 31,834 9.08% 28,614 9.18% 25,798 9.19%
----------- ------------- ------------ ------------ ------------ --------------
TOTAL LIABILITIES &
SHAREHOLDERS' EQUITY $ 350,738 100.00% $ 311,813 100.00% $ 280,876 100.00%
=========== ============= ============ ============ ============ =============
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
1. Average Balances for Loans include nonaccrual loans and are net of the
allowance for loan losses.
</FN>
</TABLE>
-21-
<PAGE>
Net Interest Earnings
---------------------
Average Balances, Yields and Rates
----------------------------------
(In thousands of dollars)
<TABLE>
<CAPTION>
1999 1998 1997
------------------------------- ---------------------------- -----------------------------
Yields Yields Yields
Interest Earned/ Interest Earned/ Interest Earned/
Average Income/ Rates Average Income/ Rates Average Income/ Rates
Assets Balance Expense Paid Balance Expense Paid Balance Expense Paid
- ------
--------- ---------- ------ --------- ------- ------- --------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Securities:
U.S. Government $ 32,904 $ 1,942 5.90% $ 33,389 $ 1,993 5.97% $ 27,829 $ 1,746 6.27%
Obligations of
States and
Political
Subdivisions(1) 66,096 4,128 6.25% 61,351 3,915 6.38% 45,458 3,014 6.63%
Other Securities 27,179 1,630 6.00% 18,851 1,133 6.01% 6,773 428 6.32%
--------- ---------- ------ --------- ------- ------- --------- -------- ------
Total Investment 126,179 7,700 6.10% 113,591 7,041 6.20% 80,060 5,188 6.48%
Securities
Federal Funds Sold 30,198 1,498 4.96% 30,719 1,636 5.33% 29,033 1,570 5.41%
Loans(2) 161,246 14,787 9.17% 139,467 13,518 9.69% 141,036 13,845 9.82%
Loan Fees - 1,932 1.20% - 2,114 1.52% - 1,419 1.01%
--------- ---------- ------ --------- ------- ------- --------- -------- ------
Total Loans, Including
Loan Fees 161,246 16,719 10.37% 139,467 15,632 11.21% 141,036 15,264 10.82%
--------- ---------- ------ --------- ------- ------- --------- -------- ------
Total Earning Assets 317,623 $ 25,917 8.16% 283,777 $ 24,309 8.57% 250,129 $ 22,022 8.80%
========== ====== ======= ======= ======== ======
Cash and Due
from Banks 18,115 16,514 14,011
Premises and
Equipment 6,215 6,481 6,361
Interest Receivable
and Other Assets 8,785 5,041 10,375
--------- --------- ---------
Total Assets $ 350,738 $ 311,813 $ 280,876
========= ========= =========
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Interest income and yields on tax exempt securities are not presented on a
tax equivalent basis.
(2) Average Balances for Loans include nonaccrual loans and are net of the
allowance for loan losses, but nonaccrued interest thereon is excluded.
</FN>
</TABLE>
-22-
<PAGE>
Continuation of
---------------
Net Interest Earnings
---------------------
Average Balances, Yields and Rates
----------------------------------
(In thousands of dollars)
<TABLE>
<CAPTION>
1999 1998 1997
----------------------------- ---------------------------- ----------------------------
Yields Yields Yields
Interest Earned/ Interest Earned/ Interest Earned/
Liabilities and Average Income/ Rates Average Income/ Rates Average Income/ Rates
Shareholders' Equity Balance Expense Paid Balance Expense Paid Balance Expense Paid
- -------------------- ------- ------- ----- ------- ------- ----- ------- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-Bearing Deposits:
Interest-Bearing
Transaction $ 35,620 $ 526 1.48% $ 31,259 $ 597 1.91% $ 24,133 $ 486 2.01%
Deposits
Savings & MMDAs 93,058 2,347 2.52% 78,816 2,236 2.84% 72,592 2,064 2.84%
Time Certificates 109,581 4,915 4.49% 108,873 5,604 5.15% 102,315 5,500 5.38%
--------- ------- ------- --------- -------- ------ --------- ------- -------
Total Interest-Bearing
Deposits 238,259 7,788 3.27% 218,948 8,437 3.85% 199,040 8,050 4.04%
Borrowed Funds 1,020 48 4.71% 1,006 61 6.06% 1,139 50 4.39%
--------- ------- ------- --------- -------- ------ --------- ------- -------
Total Interest-Bearing
Deposits and Funds 239,279 7,836 3.27% 219,954 8,498 3.86% 200,179 8,100 4.05%
Demand Deposits 77,663 - - 64,957 - - 52,920 - -
--------- ------- ------- --------- -------- ------ --------- ------- -------
Total Deposits and
Borrowed Funds 316,942 $ 7,836 2.47% 284,911 $ 8,498 2.98% 253,099 $ 8,100 3.20%
--------- ======= ======= --------- ======== ====== --------- ======= =======
Accrued Interest and
Other Liabilities 1,962 (1,712) 1,979
Shareholders' Equity 31,834 28,614 25,798
--------- --------- ---------
Total Liabilities and
Shareholders' Equity $ 350,738 $ 311,813 $ 280,876
========= ========= =========
Net Interest Income and
Net Interest Margin(1) $ 18,081 5.69% $ 15,811 5.57% $ 13,922 5.57%
======= ======== =======
Net Interest Spread(2) 4.89% 4.71% 4.75%
- -------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Net interest margin is computed by dividing net interest income by total
average interest-earning assets.
(2) Net interest spread represents the average yield earned on interest-earning
assets less the average rate paid on interest-bearing liabilities.
</FN>
</TABLE>
-23-
<PAGE>
Analysis of Changes
-------------------
in Interest Income and Interest Expense
---------------------------------------
(In thousands of dollars)
Following is an analysis of changes in interest income and expense (in thousands
of dollars) for 1999 over 1998 and 1998 over 1997. Changes not solely due to
rate or volume have been allocated proportionately to rate and volume.
<TABLE>
<CAPTION>
1999 Over 1998 1998 Over 1997
-------------------------------------- -------------------------------------
Volume Rate Change Volume Rate Change
<S> <C> <C> <C> <C> <C> <C>
Increase (Decrease) in
Interest Income:
Loans & Banker's
Acceptances $ 1,933 $ (664) $ 1,269 $ (149) $ (178) $ (327)
Investment Securities 772 (113) 659 2,066 (213) 1,853
Federal Funds Sold (27) (111) (138) 88 (22) 66
Loan Fees (182) - (182) 695 - 695
---------- --------- ---------- ---------- --------- ---------
$ 2,496 $ (888) $ 1,608 $ 2,700 $ (413) $ 2,287
========== ========= ========== ========== ========= =========
Increase (Decrease) in
Interest Expense:
Deposits:
Interest-Bearing
Transaction Deposits $ 116 $ (187) $ (71) $ 133 $ (22) $ 111
Savings & MMDAs 295 (184) 111 172 - 172
Time Certificates 36 (725) (689) 311 (207) 104
Borrowed Funds 1 (14) (13) (5) 16 11
---------- --------- ---------- ---------- --------- ---------
$ 448 $ (1,110) $ (662) $ 611 $ (213) $ 398
========== ========= ========== ========== ========= =========
Increase (Decrease) in
Net Interest Income: $ 2,048 $ 222 $ 2,270 $ 2,089 $ (200) $ 1,889
========== ========= ========== ========== ========= =========
</TABLE>
-24-
<PAGE>
INVESTMENT PORTFOLIO
--------------------
Composition of Investment Securities
------------------------------------
The mix of investment securities at December 31, for the previous three fiscal
years is as follows (amounts in thousands of dollars):
<TABLE>
<CAPTION>
1999 1998 1997
--------------- -------------- ---------------
<S> <C> <C> <C>
Investment securities available for sale:
U.S. Treasury Securities $ 14,986 28,646 26,614
Securities of U.S. Government
Agencies and Corporations 20,867 8,254 4,844
Obligations of State &
Political Subdivisions 65,950 66,945 -
Mortgage Backed Securities 9,995 9,707 1,032
Other Bonds, Notes and
Debentures 23,654 13,997 8,663
Investment securities held to maturity:
Obligations of State &
Political Subdivisions - - 60,141
--------------- -------------- ---------------
Total Investments $ 135,452 127,549 101,294
=============== ============== ===============
</TABLE>
Maturities of Investment Securities
The following table is a summary of the relative maturities (in thousands of
dollars) and yields of the Bank's investment securities as of December 31, 1999.
The yields on tax exempt securities are not shown on a tax equivalent basis.
Period to Maturity
------------------
<TABLE>
<CAPTION>
After One But After Five But
Within One Year Within Five Years Within Ten Years
--------------------------- ----------------------------- -----------------------
Security Amount Yield Amount Yield Amount Yield
- -------- ------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury Securities $ 6,510 5.89% $ 8,476 6.06% $ - -
Securities of U.S. Government
Agencies and Corporations 995 5.64% 15,029 5.94% 4,843 5.92%
Obligations of State &
Political Subdivisions 4,810 7.00% 21,512 6.85% 26,362 6.05%
Mortgage Backed Securities 2,205 5.27% 3,312 6.58% 2,056 6.85%
Other Bonds, Notes and
Debentures 2,000 6.60% 16,348 6.37% 3,129 7.20%
-------------- ---------- --------------- ---------- ------------ --------
TOTAL $ 16,520 6.20% $ 64,677 6.40% $ 36,390 6.18%
============== ========== =============== ========== ============ ========
After Ten Years Total
--------------------------- -----------------------------
Security Amount Yield Amount Yield
- -------- ------ ----- ------ -----
U.S. Treasury Securities $ - - $ 14,986 5.99%
Securities of U.S. Government
Agencies and Corporations - - 20,867 5.92%
Obligations of State &
Political Subdivisions 13,266 5.90% 65,950 6.35%
Mortgage Backed Securities 2,422 6.37% 9,995 6.30%
Other Bonds, Notes and
Debentures 2,177 6.68% 23,654 6.53%
-------------- ---------- --------------- ----------
TOTAL $ 17,865 6.06% $ 135,452 6.27%
============== ========== =============== ==========
</TABLE>
Securities Exceeding Ten Percent of Stockholders' Equity
--------------------------------------------------------
The Bank holds no investment securities of a single issuer which had an
aggregate book value which exceeded ten percent of stockholder's equity at
December 31, 1999.
-25-
<PAGE>
LOAN PORTFOLIO
--------------
Composition of Loans
--------------------
The mix of loans, net of deferred origination fees and allowance for loan losses
at December 31, for the previous five fiscal years is as follows (amount in
thousands of dollars) includes loans held for sale:
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------------------------------------------------------
1999 1998 1997
-------------------------------- ------------------------------- -----------------------------
Balance Percent Balance Percent Balance Percent
-------------- -------------- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Commercial $ 57,799 35.5% $ 42,659 28.1% $ 43,885 34.5%
Agricultural 21,951 13.5% 21,709 14.3% 21,612 17.0%
Real Estate Mortgage 42,796 26.3% 41,458 27.3% 24,450 19.3%
Real Estate Construction 34,235 21.0% 40,059 26.4% 30,628 24.1%
Personal 6,150 3.7% 5,774 3.9% 6,429 5.1%
-------------- -------------- ------------- -------------- ------------- -------------
TOTAL $ 162,931 100.0% $ 151,659 100.0% $ 127,004 100.0%
============== ============== ============= ============== ============= =============
</TABLE>
<TABLE>
<CAPTION>
1996 1995
-------------------------------- -------------------------------
Balance Percent Balance Percent
-------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Commercial $ 68,249 47.1% $ 70,825 47.9%
Agricultural 24,453 16.9% 27,599 18.7%
Real Estate Mortgage 22,638 15.7% 16,900 11.4%
Real Estate Construction 22,979 15.9% 25,890 17.5%
Personal 6,311 4.4% 6,726 4.5%
-------------- -------------- ------------- --------------
TOTAL $ 144,630 100.0% $ 147,940 100.0%
============== ============== ============= ==============
</TABLE>
Commercial loans are primarily for financing the needs of a diverse group of
businesses located in the Bank's market area. The Bank also makes loans to
individuals for investment purposes. Most of these loans are substantially
short-term and secured by various types of collateral. Real estate construction
loans are generally for financing the construction of single family residential
homes for well-qualified individuals and builders. These loans are secured by
real estate and have short maturities.
As shown in the comparative figures for loan mix during 1999, the amount of
commercial loans and real estate mortgage loans has increased and the amount of
real estate construction loans has decreased. Total loans increased in 1998
compared to 1997 as a result of increases in real estate mortgage and real
estate construction loans, which were partially offset by decreases in
commercial and personal loans.
Maturities and Sensitivities of Loans to Changes in Interest Rates
------------------------------------------------------------------
Loan maturities of the loan portfolio at December 31, 1999 are as follows
(amounts in thousands of dollars):
<TABLE>
<CAPTION>
Fixed Variable
Maturing Rate Rate Total
- ---------------------------------------- ---------------- ---------------- ----------------
<S> <C> <C> <C>
Within one year $ 6,154 $ 88,740 $ 94,894
After one year through five years 13,400 15,121 28,521
After five years 48,128 - 48,128
---------------- ---------------- ----------------
Total $ 67,682 $ 103,861 $ 171,543
================ ================ ================
</TABLE>
Nonaccrual, Past Due and Restructured Loans
-------------------------------------------
It is the Bank's policy to recognize interest income on an accrual basis.
Accrual of interest is suspended when a loan has been in default as to principal
or interest for 90 days, unless well secured by collateral believed by
management to have a fair market value that at least equals the book value of
the loan plus accrued interest receivable and in the process of collection. Real
estate acquired through foreclosure is written down to its estimated fair market
value at the time of acquisition and is carried as a nonearning asset until
sold. Any write-down at the time of acquisition is charged against the allowance
for loan losses; subsequent write-downs or gains or losses upon disposition are
credited or charged to noninterest income/expense. The Bank has made no foreign
loans.
The following table shows the aggregate amounts of assets (in thousands of
dollars) in each category at December 31, for the years indicated:
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
-------------- -------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Nonaccrual Loans $ 528 $ 1,702 $ 2,064 $ 5,085 $ 7,004
90 Days Past Due But Still Accruing 2 330 983 535 42
-------------- -------------- ------------- ------------- --------------
Total Nonperforming Loans 530 2,032 3,047 5,620 7,046
Other Real Estate Owned, Net - 906 1,821 1,698 5,318
-------------- -------------- ------------- ------------- --------------
Total Nonperforming Assets $ 530 $ 2,938 $ 4,868 $ 7,318 $ 12,364
============== ============== ============= ============= ==============
Performing Restructured Loans $ - $ - $ - $ 1,257 $ 1,819
============== ============== ============= ============= ==============
</TABLE>
If interest on nonaccrual loans had been accrued, such income would have
approximated $32,000, $133,000, and $199,000 during the years ended December 31,
1999, 1998 and 1997, respectively. Income actually recognized for these loans
approximated $50,000, $64,000 and $115,000 for the years ended December 31,1999,
1998 and 1997, respectively.
There was a $2,408,000 decrease in nonperforming assets for 1999 over 1998. At
December 31, 1999, nonperforming assets included four nonaccrual agricultural
loans totaling $451,000 and one nonaccrual commercial loan totaling $77,000.
Additional nonperforming assets included one loan past due more than 90 days
totaling $2,000. There were no Other Real Estate Owned ("OREO") properties at
December 31, 1999.
-26-
<PAGE>
Potential Problem Loans
-----------------------
In addition to the nonperforming assets described above, the Bank's Branch
Managers each month submit to the Loan Committee of the Board of Directors a
report detailing the status of classified loans and those loans that are past
due over sixty days. Also included in the report are those loans that are not
necessarily past due, but the branch manager is aware of problems with these
loans which may result in a loss.
In addition, the Monthly Allowance for Loan Loss Analysis Report is prepared
based on Problem Loan/Possible Loss Reports, internal loan grading, regulatory
classifications and loan review classifications and is reviewed by the
Management Loan Committee of the Bank. The report, dated December 31, 1999, was
reviewed by the Management Loan Committee of the Bank on February 1, 2000. This
report included any nonperforming loan reported in the table on the previous
page, if that loan continued to be considered a problem loan or had some
potential for loss. A total of twenty-seven loans with an aggregate balance of
$5,059,000 was reported. Ten of the twenty-seven loans with an aggregate balance
of $690,000 were deemed by management to be fully collectable. Seventeen of the
loans totaling $4,369,000 may have some loss potential which management believes
is sufficiently covered by the Bank's existing loan loss reserve (Allowance for
Loan Losses). The ratio of the Allowance for Loan Losses to total loans at
December 31, 1999 was 4.56%.
SUMMARY OF LOAN LOSS EXPERIENCE
-------------------------------
The Allowance for Loan Losses is maintained at a level believed by management to
be adequate to provide for losses that can be reasonably anticipated. The
allowance is increased by provisions charged to operating expense and reduced by
net charge-offs. The Bank makes credit reviews of the loan portfolio and
considers current economic conditions, loan loss experience, and other factors
in determining the adequacy of the reserve balance. The allowance for loan
losses is based on estimates and actual losses may vary from current estimates.
Analysis of the Allowance for Loan Losses
-----------------------------------------
(In Thousands of Dollars)
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance at Beginning of Period $ 8,144 $ 7,356 $ 8,403 $ 4,308 $ 2,553
(Recovery of) Provision for Loan Losses (800) 760 2,116 8,332 2,821
Loans Charged-Off:
Commercial (106) (635) (2,634) (844) (1,496)
Real Estate Mortgage (40) (47) (968) (3,634) (6)
Real Estate Construction - - - - -
Installment Loans to Individuals (11) (100) (24) (38) (74)
----------- ----------- ----------- ----------- -------------
Total Charged-Off (157) (782) (3,626) (4,516) (1,576)
----------- ----------- ----------- ----------- -------------
Recoveries:
Commercial 171 786 127 263 500
Real Estate Mortgage 438 6 330 7 -
Real Estate Construction - - - - -
Installment Loans to Individuals 29 18 6 9 10
----------- ----------- ----------- ----------- -------------
Total Recoveries 638 810 463 279 510
----------- ----------- ----------- ----------- -------------
Net Recoveries (Charge-Offs) 481 28 (3,163) (4,237) (1,066)
Balance at End of Period $ 7,825 $ 8,144 $ 7,356 $ 8,403 $ 4,308
=========== =========== =========== =========== =============
Ratio of Net Recoveries (Charge-Offs)
During the period to Average Loans
Outstanding During the Period 0.30% 0.02% (2.24%) (2.75%) (0.71%)
=========== =========== =========== =========== =============
</TABLE>
-27-
<PAGE>
Allocation of the Allowance for Loan Losses
-------------------------------------------
The Allowance for Loan Losses (the "Reserve") has been established as a general
reserve available to absorb possible future losses throughout the Loan
Portfolio. The following table is an allocation of the Reserve balance on the
dates indicated (amounts in thousands of dollars):
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998 December 31, 1997
----------------- ----------------- -----------------
Allocation of Loans as a % Allocation of Loans as a % Allocation of Loans as a %
Reserve Balance of Total Loans Reserve Balance of Total Loans Reserve Balance of Total Loans
------------------------------- ---------------- --------------- ---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Loan Type:
Commercial $ 3,233 48.95% $ 3,697 42.45% $ 3,418 51.56%
Real Estate Mortgage 3,272 26.27% 3,083 27.33% 2,695 19.25%
Real Estate Construction - 21.01% - 26.41% - 24.12%
Installment 146 3.69% 142 3.61% 140 4.79%
Other Loans - 0.08% - 0.20% - 0.28%
Unallocated 1,174 - 1,222 - 1,103 -
-------- ----------- --------- ---------- -------- ----------
Total $ 7,825 100.00% $ 8,144 100.00% $ 7,356 100.00%
======== =========== ========= ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
----------------- -----------------
Allocation of Loans as a % Allocation of Loans as a %
Reserve Balance of Total Loans Reserve Balance of Total Loans
------------------------------ ---------------- --------------
<S> <C> <C> <C> <C>
Loan Type:
Commercial $ 3,356 64.10% $ 3,262 66.53%
Real Estate Mortgage 3,474 15.65% 56 11.42%
Real Estate Construction - 15.89% 4 17.50%
Installment 313 4.23% 340 4.39%
Other Loans - 0.13% - 0.16%
Unallocated 1,260 - 646 -
-------- ----------- --------- ---------
Total $ 8,403 100.00% $ 4,308 100.00%
======== =========== ========= =========
</TABLE>
The Bank believes that any breakdown or allocation of the Reserve into loan
categories lends an appearance of exactness which does not exist, because the
Reserve is available for all loans. The Reserve breakdown shown above is
computed taking actual experience into consideration but should not be
interpreted as an indication of the specific amount of actual charge-offs that
may ultimately occur.
-28-
<PAGE>
DEPOSITS
--------
The following table sets forth the average amount and the average rate paid on
each of the listed deposit categories (amounts in thousands of dollars):
<TABLE>
<CAPTION>
1999 1998 1997
------------------------- ------------------------- --------------------------
Average Average Average Average Average Average
Amount Rate Amount Rate Amount Rate
------------ ----------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Deposit Type:
Noninterest-Bearing Demand $ 77,663 - $ 64,957 - $ 52,290 -
Interest-Bearing Demand (NOW) $ 35,620 1.48% $ 31,259 1.91% $ 24,133 2.01%
Savings and MMDAs $ 93,058 2.52% $ 78,816 2.84% $ 75,592 2.84%
Time $ 109,581 4.49% $ 108,873 5.15% $ 102,315 5.38%
</TABLE>
The following table sets forth by time remaining to maturity the Bank's time
deposits in the amount of $100,000 or more (in thousands of dollars) as of
December 31, 1999:
1999
-----------
Three months or less $ 21,663
Over three months through twelve months 19,872
Over twelve months 1,691
-----------
Total $ 43,226
===========
RETURN ON EQUITY AND ASSETS
---------------------------
The following table shows key financial ratios for the years indicated:
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Return on Average Total Assets 1.16% 0.96% 0.62% (1.05%) 0.76%
Return on Average Shareholders' Equity 12.83% 10.49% 6.70% (9.71%) 6.96%
Dividend Payout Ratio - - - - -
Average Equity to Average Total Assets 9.08% 9.18% 9.18% 10.78% 10.87%
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
1. No Cash Dividends Paid
</FN>
</TABLE>
SHORT-TERM BORROWINGS
---------------------
The Bank had no short-term borrowings at December 31, 1999.
-29-
<PAGE>
Results of Operations
---------------------
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Net income for the year ended December 31, 1999, was $4,083,000, representing an
increase of $1,082,000, or 36% over net income of $3,001,000 for the year ended
December 31, 1998. The increase in net income is principally attributable to a
$2,270,100 increase in net interest income and a $1,560,000 decrease in the
provision for loan losses, which increases were partially offset by a $896,000
increase in salaries and employee benefits expenses, a $340,000 increase in
occupancy and equipment expenses and a $666,000 increase in other expense.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
Net income for the year ended December 31, 1998, was $3,001,000, representing an
increase of $1,271,000, or 57% over net income of $1,730,000 for the year ended
December 31, 1997. The increase in net income is principally attributable to a
$1,889,000 increase in net interest income and a $1,356,000 decrease in the
provision for loan losses, which increases were partially offset by a $1,431,000
increase in salaries and employee benefits expenses and a $178,000 increase in
occupancy and equipment expenses.
Net Interest Income
-------------------
Net interest income is the excess of interest and fees earned on the Bank's
loans, investment securities, federal funds sold and banker's acceptances over
the interest expense paid on deposits, mortgage notes and other borrowed funds.
It is primarily affected by the yields on the Bank's interest-earning assets and
loan fees and interest-bearing liabilities outstanding during the period. The
$2,270,000 increase in the Bank's net interest income in 1999 from 1998, and the
$1,889,000 increase in 1998 from 1997 were due to the combined effects of rates,
volume and mix of loans and deposits. The "Analysis of Changes in Interest
Income and Interest Expense" set forth on Page 24 of this Annual Report on Form
10-K identifies the effects of rate and volume. Another significant factor that
contributed to the increase in net interest income was the earning asset to
total asset ratio. This ratio was 90.6% in 1999, 91.0% in 1998 and 89.1% in
1997.
Interest income on loans (including loan fees) was $16,719,000 for 1999,
representing an increase of approximately $1,087,000, or 7.0% from $15,632,000
for 1998. This compared to an increase in 1998 of approximately $368,000 or 2.4%
more than loan interest income earned in 1997. The increased interest income on
loans in 1999 over 1998 was the result of a decrease of approximately $182,000
in loan fees, which was partially offset by a 15.62% increase in loan volume and
a .52% decrease in loan interest rates. As noted, loan fee comparisons were
impacted by a net increase in deferred loan fees of $37,000 in 1998 and a net
increase in deferred loan fees of $204,000 in 1999.
Average outstanding federal funds sold fluctuated slightly during this period,
ranging from $29,033,000 in 1997 to $30,719,000 in 1998 and $30,198,000 in 1999
(at year end 1999 federal funds sold were $37,300,000). Federal funds are used
primarily as a short term investment to provide liquidity for funding of loan
commitments or to accommodate seasonal deposit fluctuations. Interest rates on
federal funds sold in 1999 generally provided lower yields, compared to
investment securities rates, than in 1998. This rate spread between federal
funds and investment securities went from (1.07%) in 1997 to (0.87%) in 1998 and
to (1.14%) in 1999.
The average total level of investment securities increased $12,588,000 from 1998
to 1999 with increases in all categories. The level of securities interest
income attributable to investment securities increased from $7,041,000 for 1998
to $7,700,000 for 1999, primarily because of the larger volume of investments.
The Bank's strategy for this period has emphasized the use of the investment
portfolio to maintain the Bank's overall level of income in an expected
environment of stable to increasing loan demand. The Bank continues to reinvest
maturing securities to provide future liquidity and to attempt to maximize the
rate of return considering the current yield curve.
The average total level of investment securities increased $33,531,000 from 1997
to 1998, with increases in all categories. The level of securities interest
income attributable to investment securities increased from $5,188,000 for 1997
to $7,041,000 for 1998, primarily because of the larger volume of investments.
-30-
<PAGE>
Total interest expense decreased from $8,498,000 in 1998 to $7,836,000 in 1999,
and increased to $8,498,000 in 1998 from $8,100,000 in 1997, representing a 7.8%
decrease in 1999 over 1998 and a 5.0% increase in 1998 over 1997. The decrease
in total interest expense from 1998 to 1999 is primarily due to a decrease in
interest rates in 1999, which was partially offset by an increase in deposits.
The increase in total interest expense from 1997 to 1998 was primarily due to an
increase in deposits in 1998, which was partially offset by a decrease in
interest rates paid on deposits. Changes in interest expense resulted primarily
from changes in rates and volume of total deposits, and changes in the mix of
deposits. The mix of deposits for the previous three years is as follows
(amounts are in thousands of dollars):
<TABLE>
<CAPTION>
1999 1998 1997
------------------------- --------------------------- --------------------------
Average Average Average
Balance Percent Balance Percent Balance Percent
----------- ---------- ----------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Noninterest-Bearing Demand $ 77,663 24.5% $ 64,957 22.9% $ 52,920 21.0%
Interest-Bearing Demand (NOW) 35,620 11.3% 31,259 11.0% 24,133 9.6%
Savings and MMDAs 93,058 29.5% 78,816 27.8% 72,592 28.8%
Time 109,581 34.7% 108,873 38.3% 102,315 40.6%
----------- ---------- ----------- ---------- ----------- ---------
Total $ 315,922 100.0% $ 283,905 100.0% $ 251,960 100.0%
=========== ========== =========== ========== =========== =========
===================================================================================================================================
</TABLE>
The period from 1997 to 1999 has been characterized by fluctuating interest
rates. Loan rates and deposit rates both increased in 1997, while loan rates and
deposit rates both decreased in 1998 and 1999. The net spread between the rate
for total earning assets and the rate for total deposits and borrowed funds
decreased 4 basis points in the period from 1997 to 1998 and increased 18 basis
points in the period from 1998 to 1999.
The Bank's net interest margin (net interest income divided by average earning
assets) was 5.69% in 1999, 5.57% in 1998 and 5.57% in 1997.
Provision for Loan Losses
-------------------------
The provision for loan losses is established by charges to earnings based on
management's overall evaluation of the collectibility of the loan portfolio.
Based on this evaluation the provision for loan losses was adjusted in 1999. The
provision for loan losses decreased from $760,000 in 1998 to ($800,000) in 1999,
primarily as a result of an adjustment made because of improved market
conditions and loan quality in the Bank's loan portfolio. The amount of loans
charged-off decreased in 1999 to $157,000 from $782,000 in 1998 and recoveries
decreased to $638,000 in 1999 from $810,000 in 1998. The ratio of the allowance
for loan losses to total loans at December 31, 1999 was 4.56%. The ratio of the
allowance for loan losses to total nonaccrual loans and loans past due 90 days
or more at December 31, 1999 was 1,476.4% compared to 400.8% at December 31,
1998.
The provision for loan losses decreased from $2,115,000 in 1997 to $760,000 in
1998, primarily as a result of decreased problem assets. The amount of loans
charged-off decreased in 1998 to $782,000 from $3,626,000 in 1997, and
recoveries increased to $810,000 in 1998 from $463,000 in 1997. The ratio of the
allowance for loan losses to total loans at December 31, 1998 was 5.08%. The
ratio of the allowance for loan losses to total nonaccrual loans and loans past
due 90 days or more at December 31, 1998 was 400.8% compared to 241.4% at
December 31, 1997.
Other Income and Expenses
-------------------------
Other income consisted primarily of service charges on deposit accounts. Service
charges on deposit accounts increased $59,000 in 1999 over 1998, and decreased
$96,000 in 1998 over 1997. The decrease in 1998 was due, for the most part, to
decreased nonsufficient funds and overdraft fees.
The Bank sold investment securities at gains of $62,000 in 1999, $49,000 in
1998, and $13,000 in 1997.
-31-
<PAGE>
Other operating expenses consist of salaries and employee benefits, occupancy
and equipment expense and other operating expenses. Other operating expenses
increased from $12,797,000 in 1998 to $14,641,000 in 1999, and increased from
$11,369,000 in 1997 to $12,797,000 in 1998, representing an increase of
$1,844,000, or 14.4% in 1999 over 1998, and an increase of $1,428,000, or 12.6%
in 1998 over 1997. As detailed below, the increases in other operating expenses
from 1998 to 1999 was primarily attributable to a combination of increases in
salaries and employee benefits; occupancy and equipment; and other miscellaneous
expenses. The increase in other operating expenses from 1997 to 1998 was
primarily the result of the opening of the Woodland Branch and the SBA
Department.
Following is an analysis of the increase or decrease in the components of other
operating expenses (amounts are in thousands of dollars):
<TABLE>
<CAPTION>
1999 over 1998 1998 over 1997
------------------------------- ---------------------------------
Amount Percent Amount Percent
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Salaries and Employee Benefits $ 896 11.7% $ 1,431 23.0%
Occupancy and Equipment 341 17.1% 178 9.8%
Data Processing 88 25.1% 51 17.1%
Stationery and Supplies 29 8.9% 12 3.8%
Advertising (90) (24.5%) 73 24.7%
Directors Fees (7) (5.9%) (13) (9.8%)
Other Real Estate Owned (78) (100.0%) (113) (59.2%)
Other Expense 665 35.2% (191) (9.2%)
---------- ----------- ---------- -----------
Total 1,844 14.4% 1,428 12.6%
========== =========== ========== ===========
</TABLE>
In 1999, salaries and employee benefits increased $896,000 to $8,562,000 from
$7,666,000 for 1998. This increase was due, for the most part, to increases in
number of employees, commissions paid for real estate loans and increases in
profit sharing distributions and incentive compensation. Occupancy and equipment
expense increased $341,000 to $2,341,000 in 1999 from $2,000,000 for 1998. This
increase was due to charges to depreciation for obsolete computer hardware and
software. The increases in other miscellaneous expenses were due to increased
consulting fees, in-house training and a credit to miscellaneous expense, in
1998, to reverse items expensed in 1996 for litigation contingencies.
In 1998, salaries and employee benefits increased $1,431,000 to $7,666,000 from
$6,235,000 for 1997. This increase was due, for the most part, to the opening of
the Woodland Branch and the SBA department during the second half of 1997 and
increased real estate mortgage referral fees, profit sharing distributions and
incentive compensation. Occupancy and equipment expense increased $178,000 to
$2,000,000 in 1998 from $1,822,000 for 1997. This increase was also due to the
opening of the Woodland Branch and the SBA Department during the second half of
1997. Also, in 1998, other real estate owned (OREO) expense decreased $113,000
to $78,000 from $191,000 for in 1997. This decrease was due, for the most part,
to decreases in OREO properties. OREO reserves totaled $-0- and $1,930,000 at
December 31, 1998 and 1997, respectively. Other expenses decreased $203,000 to
$1,779,000 in 1998, from $1,983,000 for 1997. This decrease was primarily due to
a reduction in legal expenses.
-32-
<PAGE>
Income Taxes
------------
The provision for income taxes is primarily affected by the tax rate, the level
of earnings before taxes and the amount of tax shelter provided by nontaxable
earnings. In 1999, taxes increased $896,000 to $2,121,000 from $1,225,000 for
1998. In 1998, taxes increased $799,000 to $1,225,000 from 426,000 for 1997. The
effective tax rate was 34%, 29% and 20% for the years ended December 31, 1999,
1998 and 1997, respectively. Nontaxable municipal bond income was $1,447,000,
$1,689,000 and $1,533,000 for the years ended December 31, 1999, 1998, and 1997,
respectively.
Liquidity and Capital Resources
-------------------------------
The Bank needs to maintain appropriate liquidity and adequate capital. Liquidity
is measured by various ratios, the most common of which is the ratio of loans to
deposits. This ratio was 48.5% on December 31, 1999, 49.0% on December 31, 1998,
and 46.0% on December 31, 1997.
As discussed in Part 1(Item 1) of this Annual Report of Form 10-K, the Bank does
experience seasonal swings in deposits which impact liquidity. Management has
adjusted to this seasonal swing by scheduling investment maturities and
developing seasonal credit arrangements with the Federal Reserve Bank and
Federal Fund lines of credit with correspondent banks. In addition, the ability
of the Bank's real estate department to originate and sell loans into the
secondary market has provided another tool for the management of liquidity.
The capital of the Bank historically has been maintained at a level that is in
excess of regulatory guidelines. The policy of annual stock dividends has
allowed the Bank to, over time, match capital and asset growth through retained
earnings and a managed program of geographic growth.
Year 2000 Compliance
--------------------
The Bank previously recognized the material nature of the business issues
surrounding computer processing of dates into and beyond the Year 2000 and began
taking corrective action as required pursuant to the interagency statements
issued by the Financial Institutions Examination Council. Management believes
the Bank has completed all of the activities within their control to ensure that
the Bank's systems are Year 2000 compliant.
The Bank's Year 2000 readiness costs were approximately $400,000. The Bank does
not currently expect to apply any further funds to address Year 2000 issues.
The Bank has not experienced any material disruptions of internal computer
systems for software applications due to the start of the Year 2000 nor has it
experienced any problems with the computer systems or software applications of
their third party vendors, suppliers or service providers. The Bank will
continue to monitor these third parties to determine the impact, if any, on the
business of the Bank and the actions either must take, if any, in the event of
non-compliance by any of these third parties. Based on the Bank's assessment of
compliance by third parties there does not appear to be any material business
risk posed by any such non-compliance.
Although the Bank's Year 2000 rollover did not present any material business
disruption, there are some remaining Year 2000 related risks. Management
believes that appropriate actions have been taken to address these remaining
Year 2000 issues and contingency plans are in place to minimize the financial
impact to the Bank. Management, however, cannot be certain that Year 2000 issues
affecting customers, suppliers or service providers of the Bank will not have a
material adverse impact on the Bank.
-33-
<PAGE>
<TABLE>
<CAPTION>
Financial Statements and Financial Statement Schedules Filed:
<S> <C>
Independent Auditor's Report Page 35
Balance Sheets as of December 31, 1999 and Page 36
Statements of Operations for years ended December 31, 1999, 1998, and Page 37
Statements of Stockholders' Equity and Comprehensive Income for years ended
December 31, 1999, 1998, and 1997 Page 38
Statements of Cash Flows for years ended December 31, 1999, 1998, and 1997 Page 39
Notes to Financial Statements Page 40-60
</TABLE>
Schedules not included:
Schedule I - Securities: See Investment Portfolio (page 25)
Schedule II - Loans to Officers, Directors, Principal Security Holders,
and any
Associates of the Foregoing Persons: See Note 9 of Notes to Financial
Statements (page
Schedule III - Loans: See Note 4 of Notes to Financial Statements
(page 46).
Schedule IV - Bank Premises and Equipment: See Note 5 of Notes to Financial
Statements (page 47)
Schedule V - Investments in, Income From Dividends, and Equity in Earnings
or Losses of Subsidiaries and Associated Companies: Not Applicable
Schedule VI - Allowance for Possible Loan Losses: See Note 4 of Notes to
Financial Statements (page 47).
-34-
<PAGE>
LOGO
400 Capitol Mail Telephone 916 448 4700
Sacramento, CA 95814 Fax 916 554 1199
Independent Auditors' Report
The Board of Directors
First Northern Bank of Dixon:
We have audited the accompanying balance sheets of First Northern Bank of Dixon
as of December 31, 1999 and 1998, and the related statements of operations,
stockholders' equity and comprehensive income, and cash flows for each of the
years in the three-year period ended December 31, 1999. These financial
statements are the responsibility of the Bank'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 financial statements referred to above present fairly, in
all material respects, the financial position of First Northern Bank of Dixon as
of December 31, 1999 and 1998 and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1999 in
conformity with generally accepted accounting principles.
/s/ KPMG LLP
January 21, 2000
-35-
LOGO
<PAGE>
FIRST NORTHERN BANK OF DIXON
Balance Sheets
December 31, 1999 and 1998
<TABLE>
<CAPTION>
Assets 1999 1998
----------------------- ------------------------
<S> <C> <C>
Cash and due from banks $ 19,806,022 23,784,700
Federal funds sold 37,300,000 25,400,000
Investment securities - available for sale 135,451,683 127,549,279
Loans, net 152,273,772 122,637,549
Loans held for sale 10,656,803 29,020,827
Premises and equipment, net 6,031,711 6,373,621
Other assets 9,470,615 8,542,799
----------------------- ------------------------
Total assets $ 370,990,606 343,308,775
======================= ========================
Liabilities and Stockholders' Equity
Deposits:
Demand $ 86,123,941 77,214,242
Interest-bearing transaction deposits 36,284,409 36,393,544
Savings and MMDAs 102,517,387 85,786,486
Time, under $100,000 67,478,374 68,462,027
Time, $100,000 and over 43,225,823 41,446,791
----------------------- ------------------------
Total deposits 335,629,934 309,303,090
Accrued interest payable and other liabilities 3,287,969 2,222,023
----------------------- ------------------------
Total liabilities 338,917,903 311,525,113
----------------------- ------------------------
Stockholders' Equity:
Common stock, no par value; 8,000,000 shares authorized; 3,092,273 shares
issued and outstanding in 1999; 2,943,874 shares issued and outstanding
in 1998 23,322,001 21,260,388
Additional paid-in capital 976,850 976,850
Retained earnings 9,513,151 7,490,878
Accumulated other comprehensive (loss) income, net (1,739,299) 2,055,546
----------------------- ------------------------
Total stockholders' equity 32,072,703 31,783,662
----------------------- ------------------------
Commitments and contingencies
Total liabilities and stockholders' equity $ 370,990,606 343,308,775
======================= ========================
</TABLE>
See accompanying notes to financial statements.
-36-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Statements of Operations
Years Ended December 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------------- ------------------ ------------------
<S> <C> <C> <C>
Interest income:
Interest and fees on loans $ 16,719,346 15,631,647 15,264,220
Federal funds sold 1,497,961 1,635,539 1,570,062
Investment securities:
Taxable 6,252,576 5,352,643 3,654,975
Nontaxable 1,446,919 1,688,825 1,532,552
----------------- ------------------ ------------------
Total interest income 25,916,802 24,308,654 22,021,809
Interest expense:
Time deposits $100,000 and over 2,146,492 2,301,017 2,141,673
Other deposits 5,641,060 6,135,881 5,908,977
Other borrowings 48,174 60,829 49,633
----------------- ------------------ ------------------
Total interest expense 7,835,726 8,497,727 8,100,283
----------------- ------------------ ------------------
Net interest income 18,081,076 15,810,927 13,921,526
Provision for (recovery of) loan losses (800,000) 760,000 2,115,500
----------------- ------------------ ------------------
Net interest income after provision for
(recovery of) loan losses 18,881,076 15,050,927 11,806,026
Other operating income:
Service charges on deposit accounts 1,154,148 1,094,758 1,190,798
Net realized gains on held-to-maturity securities -- 73,355 13,300
Net realized gains (losses) on available-for-sale securities 61,533 (24,056) --
Other income 748,316 827,908 514,691
----------------- ------------------ ------------------
Total other operating income 1,963,997 1,971,965 1,718,789
----------------- ------------------ ------------------
Other operating expenses:
Salaries and employee benefits 8,561,921 7,666,086 6,234,743
Occupancy and equipment 2,340,653 2,000,316 1,821,941
Data processing 438,379 350,112 298,542
Stationery and supplies 355,907 326,573 314,577
Advertising 277,756 368,480 295,423
Directors fees 111,800 119,200 131,800
Other real estate owned -- 77,717 191,160
Other 2,554,229 1,888,701 2,080,816
----------------- ------------------ ------------------
Total other operating expenses 14,640,645 12,797,185 11,369,002
----------------- ------------------ ------------------
Income before income tax expense 6,204,428 4,225,707 2,155,813
Provision for income tax expense 2,121,443 1,224,864 426,144
----------------- ------------------ ------------------
Net income $ 4,082,985 3,000,843 1,729,669
================= ================== ==================
Basic income per share $ 1.25 0.92 0.53
================= ================== ==================
Diluted income per share $ 1.24 0.91 0.53
================= ================== ==================
</TABLE>
See accompanying notes to financial statements.
-37-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Statements of Stockholders' Equity and Comprehensive Income
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
Accumulated
Additional Other
Common Stock Comprehensive Paid-in Retained Comprehensive
Description Shares Amounts Income Capital Earnings (Loss)Income Total
----------- ----------- ----------- ------------ ----------- ----------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996 2,688,474 $ 17,848,671 976,850 6,079,140 68,252 24,972,913
Comprehensive income:
Net income $ 1,729,669 1,729,669 1,729,669
------------
Other comprehensive income:
Unrealized holding gains arising during the current
period, net of tax effect of $92,039 138,057
------------
Total other comprehensive income 138,057 138,057 138,057
------------
Comprehensive income $ 1,867,726
============
4% stock dividend 106,790 1,281,480 (1,281,480) --
Stock options exercised 1,200 14,700 14,700
Cash in lieu of fractional shares (8,987) (8,987)
--------- ----------- ----------- ----------- ----------- ----------
Balance at December 31, 1997 2,796,464 19,144,851 976,850 6,518,342 206,309 26,846,352
Comprehensive income:
Net income $ 3,000,843 3,000,843 3,000,843
------------
Other comprehensive income:
Unrealized holding gains arising during the current
period, net of tax effect of $1,223,203 1,834,803
Reclassification adjustment due to losses realized,
net of tax effect of $9,622 14,434
------------
Total other comprehensive income, net
of tax effect of $1,232,825 1,849,237 1,849,237 1,849,237
------------
Comprehensive income $ 4,850,080
============
5% stock dividend 139,122 2,017,269 (2,017,269) --
Cash in lieu of fractional shares (11,038) (11,038)
Stock options exercised 1,200 14,700 14,700
Common shares issued 7,088 83,568 83,568
----------- ----------- ----------- ----------- ----------- ----------
Balance at December 31, 1998 2,943,874 21,260,388 976,850 7,490,878 2,055,546 31,783,662
Comprehensive income:
Net income $ 4,082,985 4,082,985 4,082,985
------------
Other comprehensive income:
Unrealized holding losses arising during the current
period, net of tax effect of $2,505,283 (3,757,925)
Reclassification adjustment due to gains realized,
net of tax effect of $24,613 (36,920)
------------
Total other comprehensive income, net
of tax effect of $2,529,896 (3,794,845) (3,794,845) (3,794,845)
------------
Comprehensive income $ 288,140
============
5% stock dividend 146,820 2,055,480 (2,055,480) --
Cash in lieu of fractional shares (5,232) (5,232)
Common shares issued 7,725 89,104 89,104
Stock repurchase and retirement (6,146) (82,971) (82,971)
----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 1999 3,092,273 $ 23,322,001 976,850 9,513,151 (1,739,299) 32,072,703
=========== =========== =========== =========== =========== ==========
</TABLE>
-38-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Statements of Cash Flows
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------------ ------------------ ---------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 4,082,985 3,000,843 1,729,669
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for (recovery of) loan losses (800,000) 760,000 2,115,500
Depreciation 1,085,770 863,978 777,390
Accretion and amortization, net 291,654 317,987 48,231
Net realized gains on held-to-maturity securities -- (73,355) (13,300)
Net realized (gains) losses on available-for-sale securities (61,533) 24,056 --
Gain on sale of OREO (90,878) (180,594) --
Provision for deferred income taxes 601,306 436,897 521,033
Proceeds from sales of loans held for sale 54,550,621 45,519,795 30,409,688
Originations and purchases of loans held for sale (65,409,597) (65,453,411) (36,196,899)
Increase in deferred loan origination fees 204,054 36,623 11,652
(Increase) decrease in accrued interest
receivable and other assets 95,140 (423,372) 1,466,040
(Decrease) increase in accrued interest payable and other
liabilities 1,065,946 (1,037,392) 569,014
------------------ ------------------ ---------------
Net cash provided by operating activities (4,384,532) (16,207,945) 1,438,018
------------------ ------------------ ---------------
Cash flows from investing activities:
Proceeds from maturities of available for sale securities 19,289,989 13,587,080 11,580,000
Proceeds from sales of available for sale securities 7,103,751 -- --
Purchase of available for sale securities (40,851,006) (36,324,461) (24,272,805)
Proceeds from maturities of held-to-maturity securities -- 5,130,535 4,029,901
Purchase of held-to-maturity securities -- (5,834,931) (25,598,009)
Net (increase) decrease in loans 182,723 (6,711,726) 19,823,989
Purchases of bank premises and equipment, net (743,860) (912,261) (551,683)
Proceeds from sale of other real estate owned 996,512 2,290,536 1,339,021
------------------ ------------------ ---------------
Net cash used in investing activities (14,021,891) (28,775,228) (13,649,586)
------------------ ------------------ ---------------
Cash flows from financing activities:
Net increase in deposits 26,326,844 33,473,228 38,872,490
Cash dividends paid in lieu of fractional shares (5,232) (11,038) (8,987)
Common stock issued 89,104 98,268 14,700
Repurchase of common stock (82,971) -- --
------------------ ------------------ ---------------
Net cash provided by financing activities 26,327,745 33,560,458 38,878,203
------------------ ------------------ ---------------
Net change in cash and cash equivalents 7,921,322 (11,422,715) 26,666,635
Cash and cash equivalents at beginning of year 49,184,700 60,607,415 33,940,780
------------------ ------------------ ---------------
Cash and cash equivalents at end of year $ 57,106,022 49,184,700 60,607,415
================== ================== ===============
</TABLE>
See accompanying notes to financial statements.
-39-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(1) Summary of Accounting Policies
First Northern Bank of Dixon (the Bank) is a California state chartered
bank. The accounting and reporting policies of the Bank conform with
generally accepted accounting principles and general practices within the
banking industry. In preparing the financial statements, management is
required to make estimates and assumptions that affect the reported
amounts of assets and liabilities as of the date of the balance sheet and
revenue and expenses for the period. Actual results could differ from
those estimates applied in the preparation of the accompanying financial
statements. A summary of the significant accounting policies applied in
the preparation of the accompanying financial statements follows.
(a) Cash Equivalents
For purposes of the statement of cash flows, the Bank
considers due from banks, federal funds sold for one-day periods and
short-term bankers acceptances to be cash equivalents.
(b) Investment Securities
Investment securities consist of U.S. Treasury securities,
U.S. Agency securities, obligations of states and political
subdivisions, obligations of U.S. Corporations, mortgage backed
securities and other securities. At the time of purchase of a
security the Bank designates the security as held-to-maturity or
available-for-sale, based on its investment objectives, operational
needs and intent to hold. The Bank does not purchase securities with
the intent to engage in trading activity.
Held-to-maturity securities are recorded at amortized cost, adjusted
for amortization or accretion of premiums or discounts. Available-
for-sale securities are recorded at fair value with unrealized
holding gains and losses, net of the related tax effect, reported as
a separate component of stockholders' equity until realized.
A decline in the market value of any available-for-sale or held-to-
maturity security below cost that is deemed other than temporary
results in a charge to earnings and the corresponding establishment
of a new cost basis for the security. No such declines have occurred.
Premiums and discounts are amortized or accreted over the life of the
related held-to-maturity or available-for-sale security as an
adjustment to yield using the effective interest method. Dividend
and interest income are recognized when earned. Realized gains and
losses for securities classified as available-for-sale and held-to-
maturity are included in earnings and are derived using the specific
identification method for determining the cost of securities sold.
The Bank adopted Statement of Financial Accounting Standards (SFAS)
No.133, "Accounting for Derivative Instruments and Hedging Activity,"
effective October 1, 1998. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, inch ding certain
derivative instruments embedded in other contracts, (collectively
referred to as derivatives) and for hedging activities. It requires
that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. The Bank does not hold any derivatives at
December 31, 1999.
Under SFAS No. 133, a one-time transfer of held-to-maturity
securities to available-for-sale or held-for-sale is permitted.
During the year ended December 31, 1998, the Bank transferred
$60,890,726 of held-to-maturity securities to available-for-sale and
as a result recorded a cumulative increase of $2,853,904 in
unrealized gains, which is a component of accumulated other
comprehensive income.
-40-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31,1999, 1998 and 1997
(c) Loans
Loans are reported at the principal amount outstanding, net of
deferred loan fees and the allowance for loan losses. A loan is
considered impaired when, based on current information and events, it
is probable that the Bank will be unable to collect all amounts due
according to the contractual terms of the loan agreement, including
scheduled interest payments. For a loan that has been restructured,
the contractual terms of the loan agreement refer to the contractual
terms specified by the original loan agreement, not the contractual
terms specified by the restructuring agreement. An impaired loan is
measured based upon the present value of future cash flows discounted
at the loan's effective rate, the loan's observable market price, or
the fair value of collateral if the loan is collateral dependent.
Interest on impaired loans is recognized on a cash basis. If the
measurement of the impaired loan is less than the recorded investment
in the loan, an impairment is recognized by a charge to the allowance
for loan loss.
Unearned discount on installment loans is recognized as income over
the terms of the loans by the interest method. Interest on other loans
is calculated by using the simple interest method on the daily balance
of the principal amount outstanding.
Loan fees net of certain direct costs of origination, which represent
an adjustment to interest yield are deferred and amortized over the
contractual term of the loan using the interest method.
Loans on which the accrual of interest has been discontinued are
designated as nonaccrual loans. Accrual of interest on loans is
discontinued either when reasonable doubt exists as to the full and
timely collection of interest or principal or when a loan becomes
contractually past due by ninety days or more with respect to interest
or principal. When a loan is placed on nonaccrual status, all interest
previously accrued but not collected is reversed against current
period interest income. Interest accruals are resumed on such loans
only when they are brought fully current with respect to interest and
principal and when, in the judgment of management, the loans are
estimated to be fully collectible as to both principal and interest.
Restructured loans are loans on which concessions in terms have been
granted because of the borrowers' financial difficulties. Interest is
generally accrued on such loans in accordance with the new terms.
(d) Loans Held for Sale
Loans originated and held for sale are carried at the lower of cost or
estimated market value in the aggregate. Net unrealized losses are
recognized through a valuation allowance by charges to income.
(e) Allowance for Loan Losses
The allowance for loan losses is established through a provision
charged to expense. Loans are charged off against the allowance for
loan losses when management believes that the collectibility of the
principal is unlikely. The allowance is an amount that management
believes will be adequate to absorb losses inherent in existing loans,
standby letters of credit, overdrafts and commitments to extend credit
based on evaluations of collectibility and prior loss experience. The
evaluations take into consideration such factors as changes in the
nature and volume of the portfolio, overall portfolio quality, loan
concentrations, specific problem loans, commitments, and current and
anticipated economic conditions that may affect the borrowers' ability
to pay. While management uses these evaluations to recognize the
provision for loan losses, future provisions may be necessary based on
changes in the factors used in the evaluations.
Material estimates relating to the determination of the allowance for
loan losses are particularly susceptible to significant change in the
near term. Management believes that the allowance for loan losses is
adequate. While management uses available information to recognize
losses on loans, future additions to the allowance may be necessary
based on changes in economic conditions. In addition, the Federal
Deposit Insurance Corporation (FDIC), as an integral part of its
examination process, periodically reviews the Bank's allowance for
loan losses. The FDIC may require the Bank to recognize additions to
the allowance based on their judgment about information available to
them at the time of their examination.
-41-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(f) Premises and equipment
Premises and equipment are stated at cost, less accumulated
depreciation. Depreciation is computed substantially by the
straight-line method over the estimated useful lives of the related
assets. Leasehold improvements are depreciated over the estimated
useful lives of the improvements or the terms of the related leases,
whichever is shorter. The useful lives used in computing deprecation
are as follows:
Buildings and improvements 15 to 50 years
Furniture and equipment 3 to 10 years
(g) Other Real Estate Owned
Other real estate acquired by foreclosure, is carried at the lower of
the recorded investment in the property or its fair value less
estimated selling costs. Prior to foreclosure, the value of the
underlying loan is written down to the fair value of the real estate
to be acquired by a charge to the allowance for loan losses, if
necessary. Fair value of other real estate owned is generally
determined based on an appraisal of the property. Any subsequent
operating expenses or income, reduction in estimated values and gains
or losses on disposition of such properties are included in other
operating expenses.
Revenue recognition on the disposition of real estate is dependent
upon the transaction meeting certain criteria relating to the nature
of the property sold and the terms of the sale. Under certain
circumstances, revenue recognition may be deferred until these
criteria are met.
(h) Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of
Long-lived assets and certain identifiable intangibles are reviewed
for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows
expected to be generated by the asset. If such assets are considered
to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceed the fair
value of the assets. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less costs to sell.
(i) Gain or Loss on Sale of Loans and Servicing Rights
Servicing assets and other retained interests in transferred assets
are measured by allocating the previous carrying amount of the
transferred assets between the assets sold, if any and retained
interests, if any, based on their relative fair value at the date of
transfer. Servicing assets and liabilities are amortized in proportion
to and over the period of estimated net servicing income or loss and
assessed for asset impairment or increased obligation based on fair
value. Fair values are estimated using discounted cash flows based on
a current market interest rate.
The Bank recognizes a gain and a related asset for the fair value of
the rights to service loans for others when loans are sold. In
accordance with SFAS No. 125, the fair value of the servicing assets
is estimated based upon the present value of the estimated expected
future cash flows. The Bank measures the impairment of the servicing
asset based on the difference between the carrying amount of the
servicing asset and its current fair value. As of December 31, 1999
and 1998, there was no impairment in mortgage servicing asset.
A sale is recognized when the transaction closes and the proceeds are
other than beneficial interest in the assets sold. A gain or loss is
recognized to the extent that the sales proceeds and the fair value of
the servicing asset exceed or are less than the book value of the
loan. Additionally, a normal cost for servicing the loan is considered
in the determination of the gain or loss.
When servicing rights are sold, a gain or loss is recognized at the
closing date to the extent that the sales proceeds, less costs to
complete the sale, exceed or are less than the carrying value of the
servicing rights held.
-42-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(j) Income Taxes
The Bank accounts for income taxes under the asset and liability
method. Under the asset and liability method, 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 and operating loss and tax credit carryforwards. 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 tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
(k) Stock Option Plan
The Bank accounts for stock-based compensation using the intrinsic
value method, under which compensation expense is recorded on the date
of grant only if the current market price of the underlying stock
exceeds the exercise price.
(l) Earnings Per Share (EPS)
Basic EPS includes no dilution and is computed by dividing income
available to common stockholders by the weighted-average number of
common shares outstanding for the period. Diluted EPS reflects the
potential dilution of securities that could share in the earnings of
an entity.
(m) Comprehensive Income
Components of comprehensive income are net income and all other
non-owner changes in equity. The Bank has chosen to disclose
comprehensive income in the statement of stockholders' equity and
comprehensive income, in which the components of comprehensive income
are displayed net of income taxes.
(n) Year 2000
For the year ended December 31, 1999, the Bank bad expended $175,000
on the Year 2000 project which included $74,000 of staff salaries that
were shifted to Year 2000 project, $69,000 for system upgrades or
replacements, $16,000 for customer communications, and $16,000 for
lawyer and consultant fees and other miscellaneous costs.
(2) Cash and Due From Banks
The Bank is required to maintain reserves with the Federal Reserve
Bank based on a percentage of deposit liabilities. Aggregate reserves
of $0 and $6,767,000 were required at December 31, 1999 and 1998,
respectively. The Bank has met its average reserve requirements during
1999 and 1998 and the minimum required balance at December 31, 1999
and 1998.
-43-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(3) Investment Securities
The amortized cost and estimated market values of investments in debt
and equity securities at December 31, 1999 are summarized as follows:
<TABLE>
<CAPTION>
Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
------------------ ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Investment securities available
for sale:
U.S. Treasury securities $ 15,007,037 29,708 (50,895) 14,985,850
Securities of U.S.
government agencies
and corporations 21,529,693 - (662,663) 20,867,030
Obligations of U.S.
corporations 22,008,003 4,366 (535,027) 21,477,342
Obligations of states and
political subdivisions 67,460,149 466,866 (1,976,821) 65,950,194
Mortgage backed
securities 10,168,828 125 (174,486) 9,994,467
------------------ ------------------ ------------- -------------
Total debt securities 136,173,710 501,065 (3,399,892) 133,274,883
Other securities 2,176,800 - 2,176,800
------------------ ------------------ ------------- -------------
$ 138,350,510 501,065 (3,399,892) 135,451,683
================== ================== ============= ==============
</TABLE>
During the year ended December 31, 1999, the Bank became a member of
the Federal Home Loan Bank (FHLB). To become a member, the Bank had to
purchase FHLB stock which is carried at cost and had a balance of
$1,066,800 as of December 31, 1999.
-44-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(3) Investment Securities
The amortized cost and estimated market values of investments in debt
securities at December 31, 1998 are summarized as follows:
<TABLE>
<CAPTION>
Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
-------------------- --------------- ----------- ----------------
<S> <C> <C> <C> <C>
Investment securities available
for sale:
U.S. Treasury securities $ 28,103,062 542,943 - 28,646,005
Securities of U.S.
government agencies
and corporations 8,183,401 70,473 - 8,253,874
Obligations of U.S.
corporations 12,698,444 241,899 (2,778) 12,937,565
Obligations of states and
political subdivisions 64,322,726 2,696,813 (75,003) 66,944,536
Mortgage backed
securities 9,755,732 18,857 (67,290) 9,707,299
-------------------- --------------- ----------- ----------------
Total debt securities 123,063,365 3,570,985 (145,071) 126,489,279
Other securities 1,060,000 - - 1,060,000
-------------------- --------------- ----------- ----------------
$ 124,123,365 3,570,985 (145,071) 127,549,279
==================== =============== =========== ================
</TABLE>
The amortized cost and estimated market value of debt securities at
December 31, 1999 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.
<TABLE>
<CAPTION>
Estimated
Amortized Market
Cost Value
--------------------- -------------------
<S> <C> <C>
Due in one year or less $ 16,517,106 16,519,844
Due after one year through five years 65,525,353 64,676,453
Due five years through ten years 37,604,005 36,390,057
Due after ten years 18,704,046 17,865,329
--------------------- ------------------
Total debt and equity securities $ 138,350,510 135,451,683
===================== ==================
</TABLE>
Investment securities carried at $17,464,268 and $13,655,752 at December
31, 1999 and 1998, respectively, were pledged to secure public deposits or for
other purposes as required or permitted by law.
-45-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(4) Loans
The composition of the Bank's loan portfolio at December 31, is as
follows:
1999 1998
--------------- ----------------
Commercial 83,970,454 68,069,088
Real estate:
Mortgage 34,404,344 14,818,975
Construction 36,044,291 42,363,493
Installment 6,327,989 5,794,366
Other loans 139,182 319,256
--------------- ----------------
160,886,260 131,365,178
Allowance for loan losses (7,825,255) (8,144,450)
Net deferred origination fees (787,233) (583,179)
--------------- ----------------
Loans, net $ 152,273,772 122,637,549
=============== ================
The Bank's customers are primarily located in Solano and Yolo Counties. As
of December 31, 1999, approximately 22% of the Bank's loans are for real
estate construction. Additionally 21% of the Bank's loans are mortgage type
loans which are secured by both commercial and residential real estate.
Approximately 52% of the Bank's loans are for general commercial uses
including professional, retail, agricultural and small businesses.
Generally, real estate loans are secured by real and commercial property
and other loans are secured by funds on deposit, business or personal
assets. Repayment is generally expected from the proceeds of the sales of
property for real estate construction loans, and from cash flows of the
borrower for other loans. The Bank's access to this collateral is through
foreclosure and/or judicial procedures. The Bank's exposure to credit loss
if the real estate or other security proved to be of no value is the
outstanding loan balance.
Loans which were sold and were being serviced by the Bank totaled
approximately $54,550,621 and $45,519,795 at December 31,1999 and 1998,
respectively. The Bank's servicing assets related to sold loans were
immaterial at December 31, 1999 and 1998.
Effective July 1, and October 1, 1999, the Bank transferred $25,567,000 and
$3,656,000, respectively, held for sale portfolio to their loans held to
maturity portfolio.
Nonaccrual loans totaled approximately $528,000, $1,702,000 and $2,064,000
at December 31, 1999, 1998 and 1997, respectively. If interest on these
nonaccrual loans had been accrued, such income would have approximated
$32,000, $133,000 and $199,000 during the years ended December 31, 1999,
1998 and 1997, respectively.
The Bank did not restructure any loans in 1999 or 1998.
-46-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
Impaired loans are loans for which it is probable that the Bank will not be
able to collect all amounts due. Impaired loans totaled approximately
$528,000 and $1,702,000 at December 31, 1999 and 1998, respectively, and
had valuation allowances of $141,000 and $347,000 at December 31, 1999 and
1998, respectively. The average outstanding balance of impaired loans was
$1,131,000, $2,139,000 and $5,385,000, on which $50,000, $64,000 and
$115,000 of interest income was recognized for the years ended December 31,
1999, 1998 and 1997, respectively.
Loans in the amount of $1,145,852 and $1,341,300 at December 31, 1999 and
1998, respectively, were pledged to secure potential borrowings from the
Federal Reserve Bank.
Changes in the allowance for loan losses for the years ended December 3 1,
are summarized as follows:
1999 1998 1997
------------- ------------ -------------
Balance, beginning of year $ 8,144,450 7,355,536 8,403,253
Provision (recovery credited)
charged to operations (800,000) 760,000 2,115,500
Loans charged-off (156,945) (782,399) (3,625,674)
Recoveries of loans
previously charged-off 637,750 811,313 462,457
------------- ------------ -------------
Balance, end of year $7,825,255 8,144,450 7,355,536
============= ============ =============
(5) Premises and Equipment
Premises and equipment consist of the following at December 31:
1999 1998
-------------- ---------------
Land $ 1,394,455 1,370,455
Buildings 4,527,074 4,274,175
Furniture and equipment 7,840,540 7,681,763
Leasehold improvements 567,194 557,123
--------------- ---------------
14,329,263 13,883,516
Less accumulated depreciation 8,297,552 7,509,895
--------------- ---------------
$ 6,031,711 6,373,621
=============== ===============
Depreciation expense included in occupancy and equipment expense, is
$1,085,770, $863,978 and $777,390 for the years ended December 31, 1999,
1998 and 1997, respectively.
-47-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(6) Other Assets
Other assets consisted of the following at December 31:
1999 1998
------------ ---------------
Accrued interest $ 3,582,710 3,317,056
Other real estate owned, net - 905,634
Software, net of amortization 429,331 373,846
Prepaid and other 1,714,306 2,130,585
Deferred tax assets, net 3,744,268 1,815,678
------------ ---------------
$ 9,470,615 8,542,799
============ ===============
The Bank amortizes capitalized software costs on a straight-line basis
using a useful life from three to five years.
Changes in the allowance for losses on other real estate owned at December
31 are summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
----------- ------------- -------------
<S> <C> <C> <C>
Balance, beginning of year $ -- 1,929,992 2,651,622
Provision charged to operations -- -- --
Charge-offs, net of recoveries -- (1,929,992) (721,630)
----------- ------------- -------------
Balance, end of year $ -- -- 1,929,992
=========== ============= =============
</TABLE>
(7) Income Taxes
The provision for income tax expense consists of the following for the
years ended December 31
<TABLE>
<CAPTION>
1999 1998 1997
---------------- -------------- -------------
<S> <C> <C> <C>
Current:
Federal $ 1,017,760 514,831 (56,866)
State 502,377 273,136 (38,023)
---------------- -------------- -------------
1,520,137 787,967 (94,889)
---------------- -------------- -------------
Deferred:
Federal 456,893 277,736 249,320
State 144,413 159,161 271,713
---------------- -------------- -------------
601,306 436,897 521,033
---------------- -------------- -------------
$ 2,121,443 1,224,864 426,144
================ ============== =============
</TABLE>
-48-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December
31, 1999 and 1998 consist of:
<TABLE>
<CAPTION>
1999 1998
----------------- -------------
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses $ 2,196,918 2,747,637
Allowance for write-downs of other real estate
owned - 31,923
Deferred compensation 105,509 119,208
Alternative minimum tax carryover 695,603 978,079
Current state franchise taxes 178,228 92,866
Other - 144,674
Investment securities unrealized losses 1,159,531 -
----------------- -------------
Deferred tax assets 4,335,789 4,114,387
Less valuation allowance - (192,000)
----------------- -------------
Total deferred tax assets 4,335,789 3,922,387
Deferred tax liabilities:
Fixed assets 276,986 371,798
State franchise taxes 190,713 285,712
Other 123,822 78,834
Investment securities unrealized gains - 1,370,365
----------------- -------------
Total deferred tax liabilities 591,521 2,106,709
----------------- -------------
Net deferred tax assets $ 3,744,268 1,815,678
================= ============
</TABLE>
The valuation allowance for deferred tax assets decreased by $192,000 in
1999. The reduction was the result of net changes in temporary differences,
improved operating results in 1999 and projected operating results in 2000.
Based upon the level of historical taxable income and projections for
future taxable income over the periods which the deferred tax assets are
deductible, management believes it is more likely than not the Bank will
realize the benefits of these deductible differences.
-49-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
A reconciliation of income taxes computed at the federal statutory rate of
34% and the provision for income taxes is as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------- --------------
<S> <C> <C> <C>
Income tax expense at statutory rates $ 2,109,506 1,436,740 732,976
Reduction for tax exempt interest (475,051) (548,693) (484,308)
State franchise tax, net of federal
income tax benefit 426,881 285,316 154,235
Change in beginning of year valuation.
allowance (192,000) - -
Other 252,107 51,501 23,241
------------- ------------- --------------
$ 2,121,443 1,224,864 426,144
============= ============= ==============
</TABLE>
(8) Outstanding Shares and Earnings Per Share
On September 30, 1998, the Board of Directors authorized a two-for-one
stock split of the Bank's common stock in which each share of the Bank's
common stock was converted into two shares. Consequently, all related
information in this report has been restated to reflect the effect of the
stock split.
On January 20, 2000, the Board of Directors of the Bank declared a 6% stock
dividend payable as of March 31, 2000. All income per share amounts have
been adjusted to give retroactive effect to the stock dividend.
Earnings Per Share (EPS)
Basic and diluted earnings per share for the years ended December 31, 1999,
1998 and 1997 were computed as follows:
<TABLE>
<CAPTION>
1999 1998 1997
----------- ------------ -----------
<S> <C> <C> <C>
Basic earnings per share:
Net income $ 4,082,985 3,000,843 1,729,669
----------- ------------ -----------
Weighted average common shares
outstanding 3,276,362 3,276,230 3,267,942
----------- ------------ -----------
Basic EPS $ 1.25 0.92 0.53
=========== ============ ===========
Diluted earnings per share:
Net income $ 4,082,985 3,000,843 1,729,669
----------- ------------ -----------
Denominator:
Weighted average common stock
outstanding 3,276,362 3,276,230 3,267,942
Weighted average options
outstanding 12,837 8,028 4,064
----------- ------------ -----------
3,289,199 3,284,258 3,272,006
----------- ------------ -----------
Diluted EPS $ 1.24 0.91 0.53
=========== ============ ============
</TABLE>
-50-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(9) Related Party Transactions
The Bank, in the ordinary course of business, has loan and deposit
transactions with directors and executive officers. In management's
opinion, these transactions were on substantially the same terms as
comparable transactions with other customers of the Bank. The amount of
such deposits totaled approximately $918,000 and $938,000 at December 31,
1999 and 1998, respectively.
The following is an analysis of the activity of loans to executive officers
and directors for the years ended December 31:
<TABLE>
<CAPTION>
1999 1998 1997
----------- ------------ ------------
<S> <C> <C> <C>
Outstanding balance, beginning of year $ 586,000 2,100,000 4,388,000
Credit granted 341,000 377,000 1,886,000
Repayments (639,000) (1,891,000) (4,174,000)
----------- ------------ ------------
Outstanding balance, end of year $ 288,000 586,000 2,100,000
=========== ============ ============
</TABLE>
(10) Profit Sharing Plan
The Bank maintains a profit sharing plan for the benefit of its employees.
Employees who have completed 12 months and 1,000 hours of service are
eligible. Under the terms of this plan, a portion of the Bank's profits, as
determined by the Board of Directors, will be set aside and maintained in a
trust fund for the benefit of qualified employees. Contributions to the
plan, included in salaries and employee benefits in the statements of
income, were $653,915, $579,197 and $123,122 in 1999, 1998 and 1997,
respectively.
(11) Stock Compensation Plans
At December 31, 1999, the Bank has three stock-based compensation plans,
which are described below. Had compensation cost for the Bank's three
stock-based compensation plans been determined consistent with the fair
value method, the Bank's net income and income per share would have been
reduced to pro forma amounts indicated below:
<TABLE>
<S> <C> <C> <C>
Net income:
As reported $ 4,082,985 3,000,843 1,729,669
=========== =========== ===========
Pro forma under SFAS No. 123 $ 3,906,110 2,854,677 1,636,746
=========== =========== ===========
Basic earnings per share:
As reported $ 1.25 0.92 0.53
=========== =========== ===========
Pro forma under SFAS No. 123 $ 1.19 0.87 0.50
=========== =========== ===========
Diluted earnings per share:
As reported $ 1.24 0.91 0.53
=========== =========== ===========
Pro forma under SFAS No. 123 $ 1.19 0.87 0.50
=========== =========== ===========
</TABLE>
Fixed Stock Option Plans
The Bank has two fixed option plans. Under the 1997 Employee Stock Option
Plan, the Bank may grant options to an employee for an amount up to 25,000
shares of common stock each year. There arc 551,250 shares authorized under
the plan. The plan will terminate February 27, 2007. The Compensation
Committee of the Board of Directors is authorized to prescribe the terms
and conditions of each option, including exercise price, vestings or
duration of the option.
Under the 1997 Outside Directors Nonstatutory Stock Option Plan, the Bank
may grant options to an outside director for an amount up to 6,615 shares
of common stock. There are 165,375 shares authorized under the Plan. The
Plan will terminate February 27, 2007. The exercise price of each option
equals the market price of the Bank's stock on the date of grant, and an
option's maximum term is five years. Options vest at the rate of 20% per
year beginning on the grant date. Other than a grant of 6,615 shares to a
new director, any future grants require shareholder approval.
-51-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
The weighted average fair value at date of grant for options granted during
years ended December 31, 1999, 1998 and 1997, was $6.66, $4.36 and $4.78
per share, respectively. The fair value of each option grant was estimated
on the date of the grant using Black-Scholes option-pricing model with the
following assumptions:
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Expected dividend yield 0.0% 0.0% 0.0%
Expected volatility 23.00% 22.89% 15.26%
Risk-free interest rate 6.39% 4,73% 5.42%
Expected term in years 10 5.5 3
</TABLE>
Stock option activity for the outside directors stock option plan and the
employee stock option plan during the periods indicated is as follows:
<TABLE>
<CAPTION>
Outside Directors Employee Stock
Stock Option Plan Option Plan
-------------------------------- ----------------------------------
Weighted- Weighted
Number of Average Number of Average
Shares Exercise Price Shares Exercise Price
-------------- ----------------- --------------- ------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1996 - $ - - $ -
Granted 72,765 11.11 39,690 12.70
Exercised (1,323) 11.11 - -
Forfeited (5,292) 11.11 - -
Expired - - - -
----------- --------------- ------------ ---------------
Balance at December 31, 1997 66,150 11.11 39,690 12.70
Granted - - 64,050 13.51
Exercised (1,323) 11.11 - -
Forfeited - - -
Expired - - - -
----------- --------------- ------------ ---------------
Balance at December 31, 1998 64,827 11.11 103,740 13.19
Granted - - 33,390 12.86
Exercised - -
Forfeited (5,292) 11.11 - -
Expired - - -
----------- --------------- ------------ ---------------
Balance at December 31, 1999 59,535 $ 11.11 137,130 $ 13.11
=========== =============== ============ ================
</TABLE>
At December 31, 1999, the range of exercise prices and weighted-average
remaining contractual life of all outstanding options was $11.11 - $13.51
and 5.43 years, respectively.
Options exercisable as of December 31 were 91,833 shares in 1999, 45,160
shares in 1998 and 19,200 shares in 1997, at a weighted-average exercise
price of $12.32, 12.57 and $12.91, respectively.
-52-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
Employee Stock Purchase Plan
Under the 1997 Employee Stock Purchase Plan, the Bank is authorized to
issue to an eligible employee shares of common stock. There are 551,250
shares authorized under the plan. The plan will terminate February 27,
2007. An eligible employee is one who has been continually employed for at
least ninety (90) days prior to commencement of a participation period.
Under the terms of the Plan, employees can choose to have up to 10 percent
of their compensation withheld to purchase the Bank's common stock each
participation period. The purchase price of the stock is 85 percent of the
lower of the fair market value on the last trading day before the Date of
Participation or the fair market value on the last trading day during the
participation period. Approximately 50 percent of eligible employees are
participating in the Plan in the current participation period, which began
November 24, 1999. At the end of the participation period, which began
November 24, 1998 and ended November 23, 1999, there were $89,622 in
contributions, and 7,725 shares were purchased at $11.53 totaling $89,104.
(12) Commitments and Contingencies
The Bank is obligated for rental payments under certain operating lease
agreements, some of which contain renewal options. Total rental expense for
all leases included in net occupancy and equipment expense amounted to
approximately $464,403, $471,251 and $407,206 for the years ended December
31, 1999, 1998 and 1997, respectively. At December 31, 1999, the future
minimum payments under noncancelable operating leases with initial or
remaining terms in excess of one year are as follows:
Year Ended
December 31:
------------
2000 $ 274,375
2001 295,160
2002 251,155
2003 194,340
2004 158,380
Thereafter 140,400
-----------------
$ 1,313,810
=================
-53-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999,1998 and 1997
At December 31, 1999, the aggregate maturities for time deposits are as
follows:
Year Ended
December 31:
------------
2000 $ 103,915,893
2001 5,038,751
2002 1,212,769
2003 414,693
2004 122,091
----------------
$ 110,704,197
================
The Bank is subject to various legal proceedings in the normal course of
its business. In the opinion of management, after having consulted with
legal counsel, the outcome of the legal proceedings should not have a
material effect on the financial condition or results of operations of the
Bank.
(13) Financial Instruments with Off-Balance Sheet Risk
The Bank is a party to financial instruments with off-balance sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to extend credit in the
form of loans or through standby letters of credit. These instruments
involve, to varying degrees, elements of credit and interest rate risk in
excess of the amounts recognized in the balance sheet. The contract amounts
of those instruments reflect the extent of involvement the Bank has in
particular classes of financial instruments.
The Bank's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit
and standby letters of credit is represented by the contractual notional
amount of those instruments. The Bank uses the same credit policies in
making commitments and conditional obligations as it does for on-balance
sheet instruments.
Financial instruments whose contract amounts represent credit risk at
December 31, 1999 are as follows:
Undisbursed loan commitments $ 76,100,895
Standby letters of credit 3,600,611
---------------
$ 79,701,506
===============
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. The Bank evaluates each
customer's creditworthiness on a case-by-case basis. The amount of
collateral obtained, if deemed necessary by the Bank upon extension of
credit, is based on management's credit evaluation. Collateral held varies
but may include accounts receivable, inve itory, property, plant and
equipment, and income-producing commercial properties.
Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party. The credit risk
involved in issuing letters of credit is essentially the same as that
involved in extending loan facilities to customers.
Commitments to extend credit and standby letters of credit bear similar
credit risk characteristics as outstanding loans. As of December 31, 1999,
the Bank has no off-balance sheet derivatives requiring additional
disclosure.
-54-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(14) Capital Adequacy and Restriction on Dividends
The Bank is subject to various regulatory capital requirements administered
by the federal banking agencies. Failure to meet minimum capital
requirements can initiate mandatory and possibly additional discretionary
actions by regulators that, if undertaken, could have a direct material
effect on the Bank's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Bank must meet specific capital guidelines that involve quantitative
measures of the Bank's assets, liabilities, and certain off-balance-sheet
items as calculated under regulatory accounting practices. The Bank's
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 Bank to maintain minimum amounts and ratios (set forth in the
table below).
First, a bank must meet a minimum Tier I Capital ratio (as defined in the
regulations) ranging from 3% to 5% based upon the bank's CAMELS (capital
adequacy, asset quality, management, earnings, liquidity and sensitivity to
market risk) rating.
Second, a bank must meet minimum Total Risk-Based Capital to risk-weighted
assets ratio of 8%. Riskbased capital and asset guidelines vary from Tier I
capital guidelines by redefining the components of capital, categorizing
assets into different risk classes, and including certain off-balance sheet
items in the calculation of the capital ratio. The effect of the risk-based
capital guidelines is that banks with high exposure will be required to
raise additional capital while institutions with low risk exposure could,
with the concurrence of regulatory authorities, be permitted to operate
with lower capital ratios. In addition, a bank must meet minimum Tier I
Capital to average assets ratio.
Management believes, as of December 31, 1999, that the Bank meets all
capital adequacy requirements to which it is subject. As of December 31,
1999, the most recent notification from the Federal Deposit Insurance
Corporation (FDIC) categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action. To be categorized as
well capitalized the Bank must meet the minimum ratios as set forth above.
There are no conditions or events since that notification that management
believes have changed the institution's category.
-55-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
The Bank's actual capital amounts and ratios as of December 31, 1999 are as
follows:
<TABLE>
<CAPTION>
To Be Well Capitalized
For Capital Adequacy Under Prompt Corrective
Actual Purposes: Action Provisions:
-------------------- ----------------------- ------------------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Total Risk-Based Capital (to
Risk Weighted Assets) $ 35,454,000 14.9% $ 19,027,000 8.0% $ 23,784,000 10.0%
Tier I Capital (to Risk
Weighted Assets) 32,421,000 13.6% 9,514,000 4.0% 14,270,000 6.0%
Tier I Capital (to Average
Assets) 32,421,000 8.7% 14,962,000 4.0% 18,703,000 5.0%
</TABLE>
The Bank's actual capital amounts and ratios as of December 31, 1998 are as
follows:
<TABLE>
<CAPTION>
To Be Well Capitalized
For Capital Under Prompt Corrective
Actual Adequacy Purposes: Action Provisions:
-------------------- -------------------- ------------------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Total Risk-Based Capital (to
Risk Weighted Assets) $ 32,300,000 16.0% $ 16,159,000 8.0% $ 20,199,000 10.0%
Tier I Capital (to Risk
Weighted Assets) 29,706,000 14.7% 8,079,000 4.0% 12,119,000 6.0%
Tier I Capital (to Average
Assets) 29,706,000 8.9% 13,374,000 4.0% 16,717,000 5.0%
</TABLE>
Cash dividends are restricted under California state banking laws to the
lesser of the Bank's retained earnings or the Bank's net income for the
latest three fiscal years, less dividends previously declared during that
period.
-56-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(15) Fair Values of Financial Instruments
The following methods and assumptions were used by the Bank in estimating
its fair value disclosures for financial instruments:
Cash and cash equivalents
The carrying amounts reported in the balance sheet for cash and
short-term instruments are a reasonable estimate of fair value.
Investment securities
Fair values for investment securities are based on quoted market
prices, where available. If quoted market prices are not available,
fair values are based on quoted market prices of comparable
instruments.
Loans receivable
For variable-rate loans that reprice frequently and with no
significant change in credit risk, fair values are based on carrying
values. The fair values for other loans (e.g., commercial real estate
and rental property mortgage loans, commercial and industrial loans,
and agricultural loans) are estimated using discounted cash flow
analyses, using interest rates currently being offered for loans with
similar terms to borrowers of similar credit quality. The carrying
amount of accrued interest receivable approximates its fair value.
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 counterparties. 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 obligation with the
counterparties at the reporting date.
Deposit liabilities
The fair values disclosed for demand deposits (e.g., interest and
noninterest checking, passbook savings, and money market accounts)
are, by definition, equal to the amount payable on demand at the
reporting date (i.e., their carrying amounts). The fair values for
fixed-rate certificates of deposit are estimated using a discounted
cash flow calculation that applies interest rates currently being
offered on certificates to a schedule of aggregated expected monthly
maturities on time deposits. The carrying amount of accrued interest
payable approximates its fair value.
Limitations
Fair value estimates are made at a specific point in time, based on
relevant market information and information about the financial
instrument. These estimates do not reflect any premium or discount
that could result from offering for sale at one time the Bank's entire
holdings of a particular financial instrument. Because no market
exists for a significant portion of the Bank's financial instruments,
fair value estimates are based on judgments regarding future expected
loss experience, current economic conditions, risk characteristics of
various financial instruments, and other factors. These estimates are
subjective in nature and involve uncertainties and matters of
significant judgment and therefore cannot be determined with
precision. Changes in assumptions could significantly affect the
estimates.
Fair value estimates are based on existing on-and off-balance sheet
financial instruments without attempting to estimate the value of
anticipated future business and the value of assets and liabilities
that are not considered financial instruments. Other significant
assets and liabilities that are not considered financial assets or
liabilities include deferred tax liabilities, property, plant,
equipment and goodwill. In addition, the tax ramifications related to
the realization of the unrealized gains and losses can have a
significant effect on fair value estimates and have not been
considered in may of the estimates.
-57-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
The estimated fair values of the Bank's financial instruments are
approximately as follows:
<TABLE>
<CAPTION>
1999
-----------------------------------
Carrying Fair
Amount Value
<S> <C> <C>
Financial assets:
Cash and federal funds sold 57,106,000 57,106,000
Investment securities 135,452,000 135,452,000
Loans:
Fixed rate:
Commercial and construction 11,187,000 10,818,000
Mortgage 40,485,000 37,017,000
Consumer 5,353,000 5,109,000
--------------- ------------
Total fixed rate 57,025,000 52,944,000
Variable rate 103,861,000 104,296,000
Less allowance for loan losses (7,825,000) (7,825,000)
Net deferred origination fees (787,000) (787,000)
--------------- ------------
Net loans $ 152,274,000 148,628,000
=============== ============
Loans hold for sale $ 10,657,000 10,667,000
=============== ============
Financial liabilities:
Deposits:
Demand $ 224,926,000 224,926,000
Certificate of deposits 110,704,000 110,404,000
--------------- ------------
Total deposits $ 335,630,000 335,330,000
=============== ============
</TABLE>
<TABLE>
<CAPTION>
Contract Carrying Fair
Amount Amount Value
-------------- -------------- ------------
<S> <C> <C> <C>
Unrecognized financial instruments:
Commitments to extend credit $ 76,101,000 -- 571,000
=============== ========= =========
Standby letters of credit $ 3,600,000 -- 36,000
=============== ========= =========
</TABLE>
-58-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
The estimated fair values of the Bank's financial instruments are
approximately as follows:
<TABLE>
<CAPTION>
1998
---------------------------------------
Carrying Fair
Amount Value
---------------------------------------
<S> <C> <C>
Financial assets:
Cash and federal funds sold $ 49,185,000 49,185,000
================ ===========
Investment securities $ 127,549,000 127,549,000
================ ===========
Loans:
Fixed rate:
Commercial and construction $ 17,426,000 17,275,000
Mortgage 2,676,000 2,691,000
Consumer 4,683,000 4,684,000
--------------- -----------
Total fixed rate 24,785,000 24,650,000
Variable rate 106,580,000 103,368,000
Less allowance for loan losses (8)44,000) (8,144,000)
Net deferred origination fees (583,000) (583,000)
--------------- -----------
Net loans $ 122,638,000 119,291,000
================ ===========
Loans held for sale $ 29,021,000 29,596,000
================ ===========
Financial liabilities:
Deposits:
Demand $ 199,394,000 199,394,000
Certificate of deposits 109,909,000 110,410,000
--------------- -----------
Total deposits $ 309,303,000 309,804,000
================ ===========
</TABLE>
<TABLE>
<CAPTION>
Contract Carrying Fair
Amount Amount Value
--------------- ------------- --------------
<S> <C> <C> <C>
Unrecognized financial instruments:
Commitments to extend credit $ 63,853,000 -- 479,000
=============== ============= ==============
Standby letters of credit $ 713,000 -- 7,000
=============== ============= ==============
</TABLE>
-59-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(16) Supplemental Statements of Cash Flows Information
Supplemental disclosures to the Statements of Cash Flows for the years
ended December 31, are as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ------------
<S> <C> <C> <C>
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest $ 7,923,311 8,436,720 7,996,605
============= =========== ============
Income taxes $ 1,779,000 1,705,100 34,000
============= =========== ============
Supplemental disclosure of noncash investing and
financing activities:
Loans transferred to other real estate -- 1,194,758 1,461,935
============= =========== ============
Stock dividend distributed $ 2,055,480 2,017,269 1,281,480
============= =========== ============
Loans held for sale transferred to loans $ 29,223,000 -- --
============= =========== ============
</TABLE>
(17) Subsequent Event
On January 6, 2000, the Board of Directors of the Bank approved the
creation of a bank holding company to be called "First Northern Community
Bancorp" to be effected through a corporate reorganization in which the
Bank will become a wholly-owned subsidiary of First Northern Community
Bancorp.
-60-
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable
PART III
--------
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE BANK
(a) Directors of the Bank
The information called for by this item with respect to director information is
incorporated herein by reference from the sections of the Bank's proxy statement
for the 2000 Annual Meeting of Shareholders entitled "Security Ownership of
Management" and "Nomination and Election of Directors".
(b) Principal Officers of the Bank
<TABLE>
<CAPTION>
Name of Officer/Position Held Age* Position Held Since
----------------------------- --- -------------------
<S> <C> <C>
Owen J. Onsum / President, CEO 55 01/01/97
Robert M. Walker / Sr. VP, Branch Administrator 49 09/01/91
Donald J. Fish / Sr. VP, Senior Credit Officer 60 01/06/97
Louise A. Walker / Sr. VP, Cashier 39 01/01/97
<FN>
* as of February 29, 2000.
</FN>
</TABLE>
Owen J. Onsum is President and Chief Executive Officer of the Bank. Prior to
that appointment on January 1 1997, Mr. Onsum served as the Bank's Executive
Vice President for 15 years.
Robert M. Walker is Senior Vice President and Branch Administrator of the Bank.
Prior to that appointment on September 1, 1991, Mr. Walker was a Branch Manger
at the Bank's West Sacramento Branch.
Donald J. Fish is Senior Vice President and Senior Credit Officer of the Bank.
Prior to that appointment on January 6, 1997, Mr. Fish was Executive Vice
President and Senior Credit Officer with Valliwide Bank for ten years.
Louise A. Walker is Senior Vice President and Cashier of the Bank. Prior to that
appointment on January 1, 1997, Mrs. Walker was the Bank's Vice President and
Cashier for eight years.
None of the principal officers was selected pursuant to any arrangement or
understanding other than with the directors and officers of the Bank acting in
their capacities as such.
(c) Family Relationships and Involvement in certain Legal Proceedings.
NONE
-61-
<PAGE>
ITEM 11 - EXECUTIVE COMPENSATION
The information called for by this item is incorporated by reference herein to
the sections of the Bank's proxy statement for the 2000 Annual Meeting of
Shareholders entitled "Nomination and Election of Directors" and "Executive
Compensation."
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information called for by this item is incorporated herein by reference from
the sections of the Bank's proxy statement for the 2000 Annual Meeting of
Shareholders entitled "Security Ownership of Management" and "Nomination and
Election of Directors".
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information called for by this item is incorporated herein by reference from
the sections of the Bank's proxy statement for the 2000 Annual Meeting of
Shareholders entitled "Report of Compensation Committee of the Board of
Directors on Executive Compensation" "Indebtedness of Management," "Indebtedness
of Certain Directors" and "Transactions with Management."
-62-
<PAGE>
PART IV
-------
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) Financial Statements and Financial Statement Schedules filed:
Reference is made to the Index to Financial Statements under Item 8 in
Part II of this Form 10-K
(B) Reports on Form 8-K:
The Bank did not file any reports on Form 8-K during the last quarter of
the year ended December 31,1999.
(C) Exhibits:
The following is a list of all exhibits filed as part of this Annual Report
on Form 10-K.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
3.1(1) Articles of Incorporation of the Bank, as amended.
3.2(2) Certificate of Amendment to Articles of Incorporation.
3.3(3) By-laws of the Bank, as amended.
4.1(4) Form of Common Stock Certificate
10.1(5) First Northern Bank of Dixon 1997 Stock Option Plan.
10.2(6) Amended and Restated First Northern Bank of Dixon Outside Directors 1997 Nonstatutory
Stock Option Plan.
10.3(5) First Northern Bank of Dixon 1997 Employee Stock Purchase Plan.
10.4(4) First Northern Bank of Dixon 1997 Stock Option Plan Forms "Incentive Stock Option Agreement." and
"Notice of Exercise of Stock Option"
10.5(4) First Northern Bank of Dixon Amended and Restated Outside Directors 1997 Nonstatutory
Stock Option Plan Forms "Nonstatutory Stock Option Agreement" and "Notice of Exercise of
Stock Option"
10.6(4) First Northern Bank of Dixon 1997 Employee Stock Purchase Plan Forms "Participation Agreement" and
"Notice of Withdrawal"
11 Statement of Computation of Per Share Earnings (See Page 43 of this Form 10-K)
21(7) Subsidiaries of the Bank
24 Power of Attorney (See Page 64) of this Form 10-K)
- -------------------------------------------------------------------------------------------------------------------------
<FN>
1. Filed with the Bank's Annual Report on Form F-1 for the fiscal
year ended December 31, 1986.
2. Filed with the Bank's Annual Report on Form F-2 for the fiscal year ended
December 31, 1989.
3. Filed with the Bank's Annual Report on Form F-2 for the fiscal year ended
December 31, 1993.
4. Filed with the Bank's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
5. Filed with the Bank's definitive proxy statement for the 1997 Annual
Meeting of Shareholders.
6. Filed with the Bank's definitive proxy statement for the Special Meeting of
Shareholders held on September 11, 1997.
7. Filed with the Bank's Annual Report on Form F-2 for the fiscal year ended
December 31, 1996.
</FN>
</TABLE>
-63-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Bank has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 16, 2000.
FIRST NORTHERN BANK OF DIXON
By: /s/ Owen J. Onsum
----------------------------
Owen J. Onsum
President/Chief Executive Officer/Director
(Principal Executive Officer)
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes a
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the Bank
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Owen J. Onsum President/Chief Executive Officer 3/16/00
- -------------------------------------------------------- ------------------
Owen J. Onsum (Principal Executive Officer) and Director
/s/ Louise A. Walker Senior Vice President/Cashier 3/16/00
- -------------------------------------------------------- ------------------
Louise A. Walker (Principal Financial Officer)
/s/ Stanley R. Bean Vice President/Controller 3/16/00
- -------------------------------------------------------- ------------------
Stanley R. Bean
/s/ Lori J. Aldrete Director 3/16/00
- -------------------------------------------------------- ------------------
Lori J. Aldrete
/s/ Frank J. Andrews, Jr. Director 3/16/00
- -------------------------------------------------------- ------------------
Frank J. Andrews, Jr.
/s/ John M. Carbahal Director 3/16/00
- -------------------------------------------------------- ------------------
John M. Carbahal
/s/ Gregory DuPratt Director 3/16/00
- -------------------------------------------------------- ------------------
Gregory DuPratt
/s/ John F. Hamel Director 3/16/00
- -------------------------------------------------------- ------------------
John F. Hamel
/s/ Diane P. Hamlyn Director 3/16/00
- -------------------------------------------------------- ------------------
Diane P. Hamlyn
/s/ William H. Jones, Jr. Director 3/16/00
- -------------------------------------------------------- ------------------
William H. Jones, Jr.
/s/ Foy S. McNaughton Director 3/16/00
- -------------------------------------------------------- ------------------
Foy S. McNaughton
/s/ David W. Schulze Director 3/16/00
- -------------------------------------------------------- ------------------
David W. Schulze
/s/ Thomas S. Wallace Director 3/16/00
- -------------------------------------------------------- ------------------
Thomas S. Wallace
</TABLE>
-64-
<PAGE>
FEDERAL DEPOSIT INSURANCE CORPORATION
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, 2000 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________ FDIC Certificate No. 03440
First Northern Bank of Dixon
(Exact name of Bank as specified in its charter)
California 94-0475380
[State of Incorporation] [I.R.S. Employer Identification No.]
195 North First Street
Dixon, California 95620
[Address of principal executive offices] [Zip Code]
Bank's telephone number, including area code: (707) 678-3041
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
3,244,733 shares of the Bank's common stock, no par value, were outstanding
at March 31, 2000.
1
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31, 2000 December 31,
1999
<S> <C> <C>
Cash and due from banks $ 19,094,306 $ 19,806,022
Federal funds sold 32,500,000 37,300,000
Investment securities - available for sale 133,881,543 135,451,683
Loans, net of allowance for loan losses of
$7,518,015 at March 31, 2000 and
$7,825,255 at December 31, 1999 166,657,107 162,930,575
Premises and equipment, net 6,229,731 6,031,711
Accrued interest receivable and other assets 9,384,884 9,470,615
---------------- ----------------
TOTAL ASSETS $ 367,747,571 $ 370,990,606
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Demand $ 85,347,492 $ 86,123,941
Interest-bearing transaction deposits 36,579,999 36,284,409
Savings & MMDA's 100,126,179 102,517,387
Time 110,554,144 110,704,197
---------------- ----------------
Total deposits 332,607,814 335,629,934
Accrued interest payable and other liabilities 2,647,780 3,287,969
---------------- ----------------
TOTAL LIABILITIES 335,255,594 338,917,903
Stockholders' equity
Common stock, no par value; 4,000,000 shares authorized;
3,244,733 shares issued and outstanding in 2000
and 3,092,273 shares issued and outstanding in 1999 25,387,922 23,322,001
Capital surplus 976,850 976,850
Retained earnings 8,115,531 9,513,151
Accumulated other comprehensive loss (1,988,326) (1,739,299)
---------------- ----------------
TOTAL STOCKHOLDERS' EQUITY 32,491,977 32,072,703
---------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 367,747,571 $ 370,990,606
================ ================
See notes to unaudited condensed financial statements.
</TABLE>
2
<PAGE>
UNAUDITED CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
Three months Three months
Ended ended
March 31, 2000 March 31, 1999
Interest Income
<S> <C> <C>
Loans $ 3,980,532 $ 3,694,337
Federal funds sold 521,091 277,584
Investment securities
Taxable 1,849,941 1,484,988
Non-taxable 287,882 370,998
------------------ ------------------
Total interest income 6,639,446 5,827,907
Interest Expense
Deposits 2,086,673 1,893,263
Other borrowings 14,488 9,048
------------------ ------------------
Total interest expense 2,101,161 1,902,311
------------------ ------------------
Net interest income 4,538,285 3,925,596
------------------ ------------------
Provision for loan losses - 75,000
Net interest income after
provision for loan losses 4,538,285 3,850,596
------------------ ------------------
Other operating income
Service charges on deposit accounts 293,705 261,761
Gains on securities transactions 10,300 20,496
Other income 352,855 410,296
------------------ ------------------
Total other operating income 656,860 692,553
------------------ ------------------
Other operating expenses
Salaries and employee benefits 2,138,646 2,067,218
Occupancy and equipment 500,040 498,520
Data processing 100,806 97,252
Stationery and supplies 145,063 99,113
Advertising 69,853 44,695
Other Real Estate Expense - 39,705
Other 694,485 647,618
------------------ ------------------
Total other operating expense 3,648,893 3,494,121
------------------ ------------------
Income before income tax expense 1,546,252 1,049,028
Provision for income tax expense 423,812 320,600
------------------ ------------------
Net income $ 1,122,440 $ 728,428
Other Comprehensive Income:
Unrealized loss on available for sale
securities, net of tax effect (249,027) (624,411)
Total Comprehensive Income $ 873,413 $ 104,017
================== ==================
Basic Income per share $ 0.34 $ 0.22
================== ==================
Diluted Income per share $ 0.34 $ 0.22
================== ==================
See notes to unaudited condensed financial statements.
</TABLE>
3
<PAGE>
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three months Three months
Ended ended
March 31, 2000 March 31, 1999
-------------- --------------
Operating Activities
<S> <C> <C>
Net Income $ 1,122,440 $ 728,428
Adjustments to reconcile net income to net Cash provided by operating
activities:
Depreciation 199,208 221,610
Provision for loan losses - 75,000
Decrease in accrued interest receivable and other assets 85,731 523,337
(Decrease) increase in accrued interest payable and other liabilities (640,189) 158,289
Net cash provided by operating activities 767,190 1,706,664
Investing Activities
Net decrease in investment securities 1,321,113 2,685,174
Net increase in loans (3,726,532) (487,343)
Purchases of premises and equipment, net (397,228) (107,002)
Net cash (used in) provided by investing activities (2,802,647) 2,090,829
Financing Activities
Net decrease in deposits (3,022,120) (12,366,962)
Cash dividends paid in lieu of fractional shares (5,811) (5,232)
Repurchase of stock (448,328) -
Net cash used in financing activities (3,476,259) (12,372,194)
Net change in cash and cash equivalents (5,511,716) (8,574,701)
Cash and cash equivalents at beginning of period 57,106,022 49,184,700
Cash and cash equivalents at end of period $ 51,594,306 $ 40,609,999
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information:
- ------------------------------------------------------------------------------------------------------------------------------------
Cash paid during the period for:
Interest $ 2,101,161 $ 1,902,311
Income Taxes $ - $ -
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental disclosures of noncash investing and financing activities:
Loans transferred to other real estate $ - $ -
Stock dividend distributed $ 2,514,249 $ 2,055,480
- ------------------------------------------------------------------------------------------------------------------------------------
See notes to unaudited condensed financial statements.
</TABLE>
4
<PAGE>
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2000 and December 31, 1999
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and notes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. The results of operations for any interim period are
not necessarily indicative of results expected for the full year.
These condensed financial statements should be read in conjunction
with the financial statements and notes thereto contained in the
Bank's Annual Report to shareholders and Form 10-K for the year ended
December 31, 1999.
2. RECLASSIFICATIONS
Certain reclassifications have been made to the 1999 financial
statements to conform with the 2000 presentation.
3. OUTSTANDING SHARES AND EARNINGS PER SHARE
On January 20, 2000, the Board of Directors of the Bank declared a 6%
stock dividend payable as of March 31, 2000. All income per share
amounts have been adjusted to give retroactive effect to the stock
dividend.
Earnings Per Share (EPS)
Basic and diluted earnings per share for the three month periods
ending March 31, 2000 and March 31, 1999 were computed as follows:
Three months
ended March 31
2000 1999
-----------------------------------------------------------------------------
Basic earnings per share:
Net income $ 1,122,440 $ 728,428
-----------------------------------------------------------------------------
Weighted average common shares
outstanding 3,265,549 3,275,226
-----------------------------------------------------------------------------
Basic EPS $ 0.34 $ 0.22
=============================================================================
Diluted earnings per share:
Net income $ 1,122,440 $ 728,428
-----------------------------------------------------------------------------
Denominator:
Weighted average common shares
outstanding 3,265,549 3,275,226
Incremental shares due to dilutive
stock options 22,056 5,007
-----------------------------------------------------------------------------
3,287,605 3,280,233
---------------------------------------------------------------------------
Diluted EPS $ 0.34 $ 0.22
=============================================================================
5
<PAGE>
4. ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is maintained at levels considered
adequate by management to provide for possible loan losses. The
allowance is based on management's assessment of various factors
affecting the loan portfolio, including problem loans, business
conditions and loss experience, and an overall evaluation of the
quality of the underlying collateral. Changes in the allowance
for loan losses during the three months ended March 31, 2000 and 1999
and for the year ended December 31, 1999 were as follows:
<TABLE>
<CAPTION>
Three months ended Year ended
March 31, December 31,
2000 1999 1999
------------- ------------ -----------------
<S> <C> <C> <C>
Balance, beginning of period $ 7,825,255 $ 8,144,450 $ 8,144,450
Provision for (recovery of) loan losses - 75,000 (800,000)
Loan charge-offs (323,157) (82) (156,945)
Loan recoveries 15,917 38,111 637,750
------------- ------------ -----------------
Balance, end of period $ 7,518,015 $ 8,257,479 $ 7,825,255
============= ============ =================
</TABLE>
5. SUBSEQUENT EVENT
On April 27, 2000, at the Annual Meeting of Shareholders, the
shareholders of the Bank approved the creation of a bank holding
company to be called "First Northern Community Bancorp" to be
effected through a corporate reorganization in which the Bank will
become a wholly-owned subsidiary of First Northern Community
Bancorp.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion and analysis of the significant changes in
the Unaudited Condensed Balance Sheets and of the significant changes in income
and expenses reported in the Unaudited Condensed Statements of Income and
Comprehensive Income for the three month periods ended March 31, 2000 and 1999.
SUMMARY
The Bank recorded net income of $1,122,000 for the three month period ended
March 31, 2000, representing an increase of $394,000 or 54.1% over $728,000 for
the same period in 1999.
The increase in net income over the three month period ended March 31, 2000
as compared to the same period a year ago, resulted primarily from an increase
in net interest income combined with decreases in the provision for loan losses
and other real estate expense which were partially offset by increases in
salaries and benefits, stationery and supplies, advertising, and other
miscellaneous expense and a decrease in other income.
On January 20, 2000, the Board of Directors of the Bank declared a 6% stock
dividend payable as of March 31, 2000. All income per share amounts have been
adjusted to give retroactive effect to the stock dividend.
CHANGES IN FINANCIAL CONDITION
The asset side of the Unaudited Condensed Balance Sheet showed a $712,000
decrease in cash and due from banks, a $4,800,000 decrease in fed funds sold, a
$1,570,000 decrease in investment securities, a $3,727,000 increase in loans and
a $86,000 decrease in accrued interest receivable and other assets from December
31, 1999 to March 31, 2000. The reason for the decrease in cash and due from
banks was due, for the most part, to decreases in cash and the Federal Reserve
Bank due from account combined with an increase in items in the process of
collection. The decrease in fed funds sold was due, for the most part, to a
decrease in deposits and funding of new loans. The decrease in investment
securities was due to maturities and calls, the proceeds of which were used to
fund new loans. The increase in loans was, for the most part, in real estate
loans.
The liabilities side of the Unaudited Condensed Balance Sheet showed a
decrease in total deposits of $3,022,000 compared to year-end 1999 deposit
totals. The decrease in deposits was due, for the most part, to lower demand,
savings and money market deposit totals. The decrease in deposits is consistent
with historical trends which reflect a seasonal decline in deposits during the
first quarter that is typically associated with the local agricultural industry.
Other liabilities decreased $640,000 from December 31, 1999 to March 31, 2000.
The decrease in other liabilities was due, for the most part, to decreases in
accrued expenses.
6
<PAGE>
CHANGES IN RESULTS OF OPERATIONS
Interest Income
Interest income on loans for the three month period ended March 31, 2000 is
up 7.8% over the same period for 1999, from $3,694,000 to $3,981,000. The
increase over the three month period ended March 31, 2000 as compared to the
same period a year ago, was due to an increase in average loans combined with a
.62% increase in loan yields.
Interest income on securities for the three month period ended March 31,
2000 is up 15.19% over the same period for 1999, from $1,856,000 to $2,138,000.
The increases are due to an increase in average securities over the three month
period ended March 31, 2000, as compared to the same period a year ago, combined
with a .53% increase in securities yields.
Interest income on fed funds sold for the three month period ended March
31, 2000 is up 87.7% over the same period for 1999 from $278,000 to $521,000.
The increase in fed funds income over the three month period ended March 31,
2000 was due, for the most part, to increases in average fed funds sold combined
with increases in fed funds rates.
Interest Expense
Interest expense on deposits was up 10.2% for the three month period ending
March 31, 2000 over the same period in 1999 from $1,893,000 to $2,087,000. The
increased interest expense over the three month period ended March 31, 2000 was
due to higher deposit rates combined with increased average deposits.
Provision for Loan Losses
The provision for loan losses was down for the three month period ending
March 31, 2000 over the same period in 1999 from $75,000 to $-0-. The decrease
over the three month period ended March 31, 2000 was due to a zero provision for
that period due to improved market conditions and loan quality in the Bank's
loan portfolio. The March 31, 2000 allowance for loan losses of approximately
$7,500,000 is 4.3% of total loans compared to $7,800,000 or 4.6% of total loans
at December 31, 1999.
Other Operating Income
Other operating income was down 5.2% for the three month period ended March
31, 2000 over the same period in 1999. This decrease was primarily due to a
decrease in gains on sales of loans and gains on securities transactions, which
was partially offset by increased service charges on deposit accounts, gains on
sales of OREO properties and debit card fees.
Other Operating Expense
Total other operating expense was up 4.4% for the three month period ending
March 31, 2000 over the same period in 1999 from $3,494,000 to $3,649,000. The
main reason for this increase was a combination of: increases in salaries &
benefits; advertising; and other miscellaneous expenses. The increase in
salaries & benefits was due to increases in the number of employees and
increases in profit sharing and incentive compensation provisions due to
increased income which was partially offset by decreases in commissions for real
estate loans. The increase in advertising was due, for the most part, to timing
differences. The increases in other miscellaneous expenses were due to increased
dues, legal fees, accounting and audit fees and consulting fees.
Asset Quality
The Bank manages asset quality and credit risk by maintaining
diversification in its loan portfolio and through review processes that include
analysis of credit requests and ongoing examination of outstanding loans and
delinquencies, with particular attention to portfolio dynamics and mix. The Bank
strives to identify loans experiencing difficulty early enough to correct the
problems, to record charge-offs promptly based on realistic assessments of
current collateral values, and to maintain an adequate allowance for loan losses
at all times.
It is generally the Bank's policy to discontinue interest accruals once a
loan is past due as to interest or principal payments for a period of ninety
days. When a loan is placed on non-accrual, interest accruals cease and
uncollected accrued interest is reversed and charged against current income.
Payments received on non-accrual loans are applied against principal. A loan may
only be restored to an accruing basis when it again becomes well secured and in
the process of collection or all past due amounts have been collected.
Non-accrual loans amounted to $834,000 at March 31, 2000, and were
comprised of four commercial loans one consumer loan and two agricultural loans.
At December 31, 1999, non-accrual loans amounted to $528,000 and were comprised
of four agricultural loans, and one commercial loan. At March 31, 1999,
non-accrual loans amounted to $1,706,000 and were comprised of one non-farm
non-residential mortgage loans, one commercial loan, one agricultural loan, and
two residential mortgage loans.
At March 31, 2000, the Bank had loans 90 days past due and still accruing
totaling $47,000. Such loans amounted to $2,000 at December 31, 1999 and $-0- at
March 31, 1999.
At March 31, 2000, the Bank did not have any OREO properties. OREO's
amounted to $-0- at December 31, 1999 and $906,000 at March 31, 1999.
7
<PAGE>
Liquidity and Capital Resources
To be able to serve our market area, the Bank must maintain proper
liquidity and adequate capital. Liquidity is measured by various ratios, with
the most common being the ratio of loans to deposits. This ratio was 52.4% on
March 31, 2000. In addition, on March 31, 2000 the Bank had the following short
term investments: $32,500,000 in fed funds sold; $14,000,000 in securities due
within one year; and $57,000,000 in securities due in one to five years.
To meet unanticipated funding requirements, the Bank maintains short term
lines of credit with other banks totaling $14,700,000.
Capital adequacy is generally measured by comparing the total of equity
capital and reserve for loan losses to total assets. On December 31, 1999 this
ratio was 10.75% and on March 31, 2000 it was 10.88%. These figures are well
above the levels currently considered adequate by bank regulators.
Year 2000 Compliance
The Bank previously recognized the material nature of the business issues
surrounding computer processing of dates into and beyond the Year 2000 and began
taking corrective action as required pursuant to the interagency statements
issued by the Financial Institutions Examination Council. Management believes
the Bank has completed all of the activities within their control to ensure that
the Bank's systems are Year 2000 compliant.
The Bank's Year 2000 readiness costs were approximately $400,000. The Bank
does not currently expect to apply any further funds to address Year 2000
issues.
The Bank has not experienced any material disruptions of internal computer
systems for software applications due to the start of the Year 2000 nor has it
experienced any problems with the computer systems or software applications of
their third party vendors, suppliers or service providers. The Bank will
continue to monitor these third parties to determine the impact, if any, on the
business of the Bank and the actions either must take, if any, in the event of
non-compliance by any of these third parties. Based on the Bank's assessment of
compliance by third parties there does not appear to be any material business
risk posed by any such non-compliance.
Although the Bank's Year 2000 rollover did not present any material
business disruption, there are some remaining Year 2000 related risks.
Management believes that appropriate actions have been taken to address these
remaining Year 2000 issues and contingency plans are in place to minimize the
financial impact to the Bank. Management, however, cannot be certain that Year
2000 issues affecting customers, suppliers or service providers of the Bank will
not have a material adverse impact on the Bank.
8
<PAGE>
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the quantitative and qualitative
disclosures about market risks as of March 31, 2000 from that presented in the
Bank's Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
PART II - OTHER INFORMATION AND SIGNATURES
ITEM 1.
Legal Proceedings
Not Applicable.
ITEM 2.
Changes in Securities
Not Applicable.
ITEM 3.
Defaults upon Senior Securities
Not Applicable.
ITEM 4.
Submission of Matters to a Vote of Security Holders
Not Applicable.
ITEM 5.
Other Information
Not Applicable.
ITEM 6.
Exhibits and Reports on Form 8 - K.
There were no Reports on Form 8-K.
SIGNATURES
FIRST NORTHERN BANK OF DIXON
Date: 5/12/00 By: /s/ Stanley R. Bean
----------------- ---------------------------------
Stanley R. Bean, Vice President/
Controller
9
<PAGE>
FEDERAL DEPOSIT INSURANCE CORPORATION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 19, 2000
------------
(Date of earliest event reported)
First Northern Bank of Dixon
----------------------------
(Exact name of registrant as specified in its charter)
California
----------
(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)
195 North First Street, Dixon, California 95620
-----------------------------------------------
(Address of principal executive offices) (Zip Code)
(707) 678-4422
--------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name or former address, if changed since last report)
Page 1
<PAGE>
Item 2. Acquisition or Disposition of Assets.
-------------------------------------
On January 7, 2000, First Northern Bank of Dixon ("Bank"), a California
state-chartered bank, announced its intention to reorganize into a bank holding
company form. First Northern Community Bancorp, a California corporation
("Bancorp") was incorporated on February 8, 2000.
On March 21, 2000, the Bank, Bancorp and FNCB Merger Corp., a wholly-owned
subsidiary of Bancorp ("Merger Co."), entered into an Agreement and Plan of
Reorganization and related Agreement of Merger, whereby Merger Co. would be
merged with and into the Bank, with the Bank being the surviving corporation,
the Bank would become a wholly-owned subsidiary of Bancorp, and shareholders of
the Bank would receive one share of Bancorp common stock in exchange for each
share of Bank common stock (the "Reorganization"). On April 25, 2000, the
California Department of Corporations issued a permit with respect to the
issuance of Bancorp common stock in the Reorganization, in connection with a
fairness hearing held on April 25, 2000 pursuant to Section 25142 of the
California Corporate Securities Law of 1968.
At the Bank's Annual Meeting of Shareholders held on April 27, 2000, the
Reorganization was approved by the affirmative vote of a majority of the
outstanding shares of the Bank's common stock.
On May 19, 2000, the Agreement of Merger was filed with the Secretary of
State of the State of California, and consummation of the Reorganization
occurred effective as of the close of business on May 19, 2000. As a result of
the consummation of the Reorganization, the Bank has become a wholly-owned
subsidiary of Bancorp, and the one-for-one share exchange referred to above has
been completed.
Attached as Exhibit 99.1, and incorporated herein by this reference, is a
copy of a press release dated May 22, 2000 with respect to the consummation of
the Reorganization.
Item 7. Financial Statements and Exhibits.
----------------------------------
(a) Financial statements of businesses acquired:
None.
(b) Pro forma financial information:
None.
(c) Exhibits:
99.1 Press Release dated May 22, 2000.
<PAGE>
SIGNATURE
Pursuant to the requirements 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.
FIRST NORTHERN BANK OF DIXON
By: /s/ Owen J. Onsum
--------------------------------------
Owen J. Onsum
President and Chief Executive Officer
Date: May 23, 2000.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated May 22, 2000.
<PAGE>
Exhibit 99.1
[LETTERHEAD OF FIRST NORTHERN COMMUNITY BANCORP]
Contact: Owen J. Onsum May 19, 2000
Chief Executive Officer/President
FIRST NORTHERN BANK
P.O. Box 547
Dixon, California
(707) 678-3041
First Northern Bank Announces Completion of Holding Company Formation
---------------------------------------------------------------------
First Northern Bank, headquartered in Dixon, California, has announced the
completion of its corporate reorganization whereby the Bank became the
wholly-owned subsidiary of First Northern Community Bancorp effective
May 19, 2000.
The shareholders of the Bank are now the shareholders of the Bancorp in a
stock exchange on a one-for-one basis. An actual exchange of Bank share
certificates will not be required because the existing Bank share certificates
are deemed to represent shares of the Bancorp. However, new Bancorp share
certificates will be issued when future transactions occur.
"Completing the reorganization into a bank holding company structure is
beneficial to us and our shareholders," said Owen J. Onsum, who is President and
Chief Executive Officer of both the Bank and the Bancorp. "Our prospects for
enhancing our relationships with our customers remain bright and we look forward
to a successful future with this new corporate structure."
First Northern Bank's stock ticker symbol "FDIX" has been delisted from the
OTC Bulletin Board and replaced by First Northern Community Bancorp's stock
ticker symbol "FNRN."
In addition, the Board of Directors of the Bancorp has approved a new stock
repurchase program for its outstanding Common Stock. Based on market conditions,
share repurchases will be made from time to time in the open market or in
privately negotiated transactions. The repurchase program, which will remain in
effect until April 30, 2002, allows purchases in an aggregate amount of up to
10% of the Bancorp's equity over a rolling 12-month period. The new Bancorp
program essentially replaces the Bank's stock repurchase plan that was
terminated on May 19, 2000 as a result of the reorganization.
As before, the stock repurchase program will provide management with an
effective mechanism for capital management. Commenting on the stock repurchase
program, Onsum said, "In additon to our record first quarter earnings,
the Bancorp's new stock repurchase program demonstrates our continued commitment
to providing fundamental value for our shareholders. We continue to believe that
our common stock represents an attractive value at current prices."
First Northern Bank, established in 1910, is a community based bank with
branch offices strategically located in the communities of Dixon, Davis,
Fairfield, Vacaville, West Sacramento, Winters and Woodland. The Bank has Real
Estate offices in Davis and El Dorado Hills, and an SBA Loan Department in
Sacramento. First Northern offers a wide range of SBA, real estate, commercial,
agriculture and consumer loans, as well as a full array of alternative
investment products. Information on First Northern Community Bancorp's stock
can be obtained on the OTC Bulletin Board under the ticker symbol FNRN. Primary
market makers for First Northern Bank are PaineWebber, Inc., Hoefer & Arnett,
Inc., Sutro & Co. and Pacific Crest Securities. The Bank can be found on the
World Wide Web at www.thatsmybank.com.
<PAGE>
FIRST NORTHERN BANK OF DIXON
1997 STOCK OPTION PLAN
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
SECTION 1. ESTABLISHMENT AND PURPOSE....................................1
SECTION 2. DEFINITIONS..................................................1
(a) Board of Directors...........................................1
(b) Change in Control............................................1
(c) Code.........................................................2
(d) Committee....................................................2
(e) Company......................................................2
(f) Employee.....................................................2
(g) Exchange Act.................................................2
(h) Exercise Price...............................................2
(i) Fair Market Value............................................2
(j) ISO..........................................................2
(k) Nonstatutory Option..........................................2
(l) Option.......................................................2
(m) Optionee.....................................................2
(n) Outside Director.............................................3
(o) Plan.........................................................3
(p) Service......................................................3
(q) Share........................................................3
(r) Stock........................................................3
(s) Stock Option Agreement.......................................3
(t) Subsidiary...................................................3
(u) Total and Permanent Disability...............................3
SECTION 3. ADMINISTRATION...............................................3
(a) Committee Procedures.........................................3
(b) Committee Responsibilities...................................3
SECTION 4. ELIGIBILITY..................................................4
(a) General Rule.................................................4
(b) Limitation On Grants.........................................4
(c) Ten-Percent Shareholders.....................................5
(d) Attribution Rules............................................5
(e) Outstanding Stock............................................5
SECTION 5. STOCK SUBJECT TO PLAN........................................5
(a) Basic Limitation.............................................5
(b) Additional Shares............................................5
SECTION 6. TERMS AND CONDITIONS OF OPTIONS..............................5
(a) Stock Option Agreement.......................................5
(b) Number of Shares.............................................5
(c) Exercise Price...............................................5
(d) Withholding Taxes............................................6
-i-
<PAGE>
(e) Exercisability and Term......................................6
(f) Nontransferability...........................................6
(g) Exercise of Options Upon Termination of Service..............6
(h) No Rights as a Stockholder...................................6
(i) Modification, Extension and Renewal of Options...............6
(j) Restrictions on Transfer of Shares...........................7
SECTION 7. PAYMENT FOR SHARES...........................................7
(a) General Rule.................................................7
(b) Surrender of Stock...........................................7
SECTION 8. ADJUSTMENT OF SHARES.........................................7
(a) General......................................................7
(b) Reorganizations..............................................7
(c) Reservation of Rights........................................7
SECTION 9. LEGAL AND REGULATORY REQUIREMENTS............................8
SECTION 10. NO EMPLOYMENT RIGHTS.........................................8
SECTION 11. DURATION AND AMENDMENTS......................................8
(a) Term of the Plan.............................................8
(b) Right to Amend or Terminate the Plan.........................8
(c) Effect of Amendment or Termination...........................8
SECTION 12. EXECUTION...................................................9
-ii-
<PAGE>
FIRST NORTHERN BANK OF DIXON
1997 STOCK OPTION PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE.
---------- --------------------------
The Plan is being established to offer selected key employees an
opportunity to acquire a proprietary interest in the success of the Company, or
to increase such interest, by purchasing Shares of the Company's Common Stock.
The Plan provides for the grant of Options to purchase Shares. Options granted
under the Plan may include Nonstatutory Options as well as ISOs intended to
qualify under Code section 422.
SECTION 2. DEFINITIONS.
---------- ------------
(a) "Board of Directors" shall mean the Board of Directors of the Company,
------------------
as constituted from time to time.
(b) "Change in Control" shall mean the occurrence of any of the following
-----------------
events:
(i) Approval by the shareholders of the Company of a
merger or consolidation of the Company with or into another entity or any
other corporate reorganization, if either:
(A) The Company is not the continuing or surviving entity; or
(B) More than 50% of the combined voting power of the Company's
securities outstanding immediately after such merger, consolidation or
other reorganization is owned by persons who were not shareholders of
the Company immediately prior to such merger, consolidation or other
reorganization;
(ii) A change in the composition of the Board of Directors, as a
result of which fewer than on-half of the incumbent directors are directors
who either:
(A) Had been directors of the Company 24 months prior to such
change; or
(B) Were elected, or nominated for election, to the Board of
Directors with the affirmative votes of at least a majority of the
directors who had been directors of the Company 24 months prior to
such change and who were still in office at the time of the election
or nomination; or
(iii) Any "person" (as such term is used in sections 13(d) and 14(d)
of the Exchange Act) by the acquisition or aggregation of securities is or
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 25% or more of the combined voting power of the
Company's then
-1-
<PAGE>
outstanding securities ordinarily (and apart from rights accruing under
special circumstances) having the right to vote at elections of directors
(the "Base Capital Stock"); except that any change in the relative
beneficial ownership of the Company's securities by any person result-
ing solely from a reduction in the aggregate number of outstanding shares
of Base Capital Stock, and any decrease thereafter in such person's owner-
ship of securities, shall be disregarded until such person increases in
any manner, directly or indirectly, such person's beneficial ownership of
any securities of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
----
(d) "Committee" shall mean the committee designated by the Board of
---------
Directors, which is authorized to administer the Plan under Section 3 hereof.
The Committee shall have membership composition which enables the Plan to
qualify under Rule 16b-3 with regard to the grant of Options or other rights
under the Plan to persons who are subject to Section 16 of the Exchange Act.
(e) "Company" shall mean the First Northern Bank of Dixon, a California
-------
corporation.
(f) "Employee" shall mean any individual who is a common-law employee of
--------
the Company or of a Subsidiary. "Employee" shall not include an individual who
is an Outside Director.
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
-------------
amended.
(h) "Exercise Price" shall mean the amount for which one Share may be
---------------
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.
(i) "Fair Market Value" shall mean (i) the closing price of a Share on the
------------------
principal exchange which the Shares are trading, on the first trading day
immediately preceding the date on which the Fair Market Value is determined, or
(ii) if the Shares are not traded on an exchange but are quoted on the Nasdaq
National Market or a successor quotation system, the closing price on the first
trading day immediately preceding the date on which the Fair Market Value is
determined, or (iii) if the Shares are not traded on an exchange or quoted on
the Nasdaq National Market or a successor quotation system, the fair market
value of a Share, as determined by the Committee in good faith. Such
determination shall be conclusive and binding on all persons.
(j) "ISO" shall mean an employee incentive stock option described in Code
---
section 422.
(k) "Nonstatutory Option" shall mean an employee stock option that is not
--------------------
an ISO.
(l) "Option" shall mean an ISO or Nonstatutory Option granted under the
------
Plan and entitling the holder to purchase Shares.
(m) "Optionee" shall mean an individual who holds an Option.
--------
-2-
<PAGE>
(n) "Outside Director" shall mean a member of the Board of Directors who is
----------------
not a common-law employee of the Company or of a Subsidiary.
(o) "Plan" shall mean this First Northern Bank of Dixon 1997 Stock Option
----
Plan, as amended from time to time.
(p) "Service" shall mean service as an Employee.
-------
(q) "Share" shall mean one share of Stock, as adjusted in accordance with
-----
Section 8 (if applicable).
(r) "Stock" shall mean the Common Stock of the Company.
-----
(s) "Stock Option Agreement" shall mean the agreement between the Company
-----------------------
and an Optionee which contains the terms, conditions and restrictions pertaining
to his Option.
(t) "Subsidiary" shall mean any corporation, if the Company and/or one or
----------
more other Subsidiaries own not less than fifty percent (50%) of the total
combined voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.
(u) "Total and Permanent Disability" shall mean that the Optionee is unable
------------------------------
to work. Total and Permanent Disability shall be determined by the Company in
accordance with its Long Term Disability Plan.
SECTION 3. ADMINISTRATION.
---------- ---------------
(a) Committee Procedures. The Board of Directors shall designate one of the
--------------------
members of the Committee as chairman. The Committee may hold meetings at such
times and places as it shall determine. The acts of a majority of the Committee
members present at meetings at which a quorum exists, or acts reduced to or
approved in writing by all Committee members, shall be valid acts of the
Committee.
(b) Committee Responsibilities. Subject to the provisions of the Plan, the
--------------------------
Committee shall have full authority and discretion to take the following
actions:
(i) To interpret the Plan and to apply its provisions;
(ii) To adopt, amend or rescind rules, procedures and forms relating
to the Plan;
(iii) To authorize any person to execute, on behalf of the Company,
any instrument required to carry out the purposes of the Plan;
(iv) To determine when Options are to be granted under the Plan;
(v) To select the Optionees;
-3-
<PAGE>
(vi) To determine the number of Shares to be made subject to each
Option;
(vii) To prescribe the terms and conditions of each Option, including
(without limitation) the Exercise Price, the vesting or duration of the
Option (including accelerating the vesting of the Option), to determine
whether such Option is to be classified as an ISO or as a Nonstatutory
Option, and to specify the provisions of the Stock Option Agreement
relating to such Option; (viii) To amend any outstanding Stock Option
Agreement, subject to applicable legal restrictions and to the consent of
the Optionee who entered into such agreement;
(ix) To prescribe the consideration for the grant of each Option
under the Plan and to determine the sufficiency of such consideration;
(x) To determine the disposition of each Option under the Plan in
accordance with any domestic relations order in the event of an Optionee's
divorce or dissolution of marriage;
(xi) To determine whether Options under the Plan will be granted in
replacement of other grants under an incentive or other compensation plan
of an acquired business;
(xii) To correct any defect, supply any omission, or reconcile any
inconsistency in the Plan or any Stock Option Agreement; and
(xiii) To take any other actions deemed necessary or advisable for the
administration of the Plan.
Subject to the requirements of applicable law, the Committee may designate
persons other than members of the Committee to carry out its responsibilities
and may prescribe such conditions and limitations as it may deem appropriate,
except that the Committee may not delegate its authority with regard to the
selection for participation of or the granting of Options under the Plan to
persons subject to Section 16 of the Exchange Act. All decisions,
interpretations and other actions of the Committee shall be final and binding on
all Optionees and all persons deriving their rights from an Optionee. No member
of the Committee shall be liable for any action that he has taken or has failed
to take in good faith with respect to the Plan or any Option to acquire Shares
under the Plan.
SECTION 4. ELIGIBILITY.
------------
(a) General Rule. Only Employees shall be eligible for designation as
-------------
Optionees by the Committee. In addition, only individuals who are employed as
common-law employees by the Company or a Subsidiary shall be eligible for the
grant of ISOs.
(b) Limitation On Grants. No Employee shall be granted Options to purchase
--------------------
Shares during any fiscal year covering in excess of 25,000 Shares.
-4-
<PAGE>
(c) Ten-Percent Shareholders. An Employee who owns more than ten percent
-------------------------
(10%) of the total combined voting power of all classes of outstanding stock of
the Company or any of its Subsidiaries shall not be eligible for the grant of an
ISO unless such grant satisfies the requirements of Code section 422(c)(5).
(d) Attribution Rules. For purposes of Subsection (c) above, in determining
-----------------
stock ownership, an Employee shall be deemed to own the stock owned, directly or
indirectly, by or for his brothers, sisters, spouse, ancestors and lineal
descendants. Stock owned, directly or indirectly, by or for a corporation,
partnership, estate or trust shall be deemed to be owned proportionately by or
for its shareholders, partners or beneficiaries.
(e) Outstanding Stock. For purposes of Subsection (c) above, "outstanding
------------------
stock" shall include all stock actually issued and outstanding immediately after
the grant. "Outstanding stock" shall not include shares authorized for issuance
under outstanding options held by the Employee or by any other person.
SECTION 5. STOCK SUBJECT TO PLAN.
---------- ----------------------
(a) Basic Limitation. Shares offered under the Plan shall be authorized but
----------------
unissued Shares. The aggregate number of Shares which may be issued under the
Plan upon exercise of Options shall not exceed 250,000 Shares, subject to
adjustment pursuant to Section 8. The number of Shares which are subject to
Options outstanding at any time under the Plan shall not exceed the number of
Shares which then remain available for issuance under the Plan. The Company,
during the term of the Plan, shall at all times reserve and keep available
sufficient Shares to satisfy the requirements of the Plan.
(b) Additional Shares. In the event that any outstanding Option for any
------------------
reason expires or is canceled or otherwise terminated, the Shares allocable to
the unexercised portion of such Option shall again be available for the purposes
of the Plan.
SECTION 6. TERMS AND CONDITIONS OF OPTIONS.
---------- --------------------------------
(a) Stock Option Agreement. Each grant of an Option under the Plan shall be
----------------------
evidenced by a Stock Option Agreement between the Optionee and the Company. Such
Option shall be subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions which are not inconsistent with
the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement. The provisions of the various Stock Option Agreements entered
into under the Plan need not be identical.
(b) Number of Shares. Each Stock Option Agreement shall specify the number
----------------
of Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 8. The Stock Option Agreement shall also
specify whether the Option is an ISO or a Nonstatutory Option.
(c) Exercise Price. Each Stock Option Agreement shall specify the Exercise
--------------
Price. The Exercise Price of an ISO shall not be less than one
hundred percent (100%) of the Fair Market Value of a Share on the date of grant,
except as otherwise provided in Section 4(c). Subject to the preceding sentence,
the Exercise Price under any Option shall be determined by
-5-
<PAGE>
the Committee at its sole discretion. The Exercise Price shall be payable
in one of the forms described in Sections 7(a) and (b).
(d) Withholding Taxes. As a condition to the exercise of an Option, the
------------------
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such exercise. The Optionee shall also make such
arrangements as the Committee may require for the satisfaction of any federal,
state or local withholding tax obligations that may arise in connection with the
disposition of Shares acquired by exercising an Option. An Optionee may satisfy
all or part of his or her withholding or income tax obligations by having the
Company withhold all or a portion of any Shares that otherwise would be issued
to him or her or by surrendering all or a portion of any Shares that he or she
previously acquired. Such Shares shall be valued at their Fair Market Value on
the date when taxes otherwise would be withheld in cash. Any payment of taxes by
assigning Shares to the Company may be subject to restrictions imposed by the
Committee.
(e) Exercisability and Term. Options shall be exercisable within the times
-----------------------
or upon the events determined by the Committee as set forth in the Stock Option
Agreement. Options shall become fully exercisable as to all Shares subject to
such Option in the event that a Change in Control takes place with respect to
the Company. Subject to the preceding sentence, the Committee at its sole
discretion shall determine when all or any installment of an Option is to become
exercisable and when the Option is to expire; provided, however that the term of
any ISO shall not exceed ten (10) years.
(f) Nontransferability. During an Optionee's lifetime, his or her Option(s)
------------------
shall be exercisable only by him or her and shall not be transferable, unless
the Option agreement otherwise provides. In the event of an Optionee's death,
his or her Option(s) shall not be transferable other than by will, beneficiary
designation or by the laws of descent and distribution.
(g) Exercise of Options Upon Termination of Service. Each Stock Option
--------------------------------------------------
Agreement shall set forth the extent to which the Optionee shall have the right
to exercise the Option following termination of the Optionee's Service with the
Company and its Subsidiaries, and the right to exercise the Option of any
executors or administrators of the Optionee's estate or any person who has
acquired such Option(s) directly from the Optionee by beneficiary designation,
bequest or inheritance. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all Options issued
pursuant to the Plan, and may reflect distinctions based on the reasons for
termination of Service.
(h) No Rights as a Stockholder. An Optionee, or a transferee of an
-----------------------------
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by his Option until the date of the issuance of a stock certificate for
such Shares. No adjustments shall be made, except as provided in Section 8.
(i) Modification, Extension and Renewal of Options. Within the limitations
-----------------------------------------------
of the Plan, the Committee may cancel, modify, extend or renew outstanding
Options or may accept the cancellation of outstanding Options (to the extent not
previously exercised) in return for the grant of new Options at the same or a
different price. The foregoing notwithstanding, no modification
-6-
<PAGE>
of an Option shall, without the consent of the Optionee, impair his rights or
increase his obligations under such Option.
(j) Restrictions on Transfer of Shares. Any Shares issued upon exercise of
----------------------------------
an Option shall be subject to such special forfeiture conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the
Committee may determine. Such restrictions shall be set forth in the applicable
Stock Option Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares.
SECTION 7. PAYMENT FOR SHARES.
---------- -------------------
(a) General Rule. The entire Exercise Price of Shares issued under the Plan
------------
shall be payable in lawful money of the United States of America at the time
when such options are exercised, except as provided in Subsection (b) below.
(b) Surrender of Stock. To the extent that a Stock Option Agreement so
-------------------
provides, payment may be made all or in part with Shares which have already been
owned by the Optionee or his representative for more than the maximum number of
months required by the Committee and which are surrendered to the Company in
good form for transfer. Such Shares shall be valued at their Fair Market Value
on the date when the new Shares are purchased under the Plan.
SECTION 8. ADJUSTMENT OF SHARES.
---------- ---------------------
(a) General. In the event of a subdivision of the outstanding Stock, a
-------
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Stock (by
reclassification or otherwise) into a lesser number of Shares, a
recapitalization or a similar occurrence, the Committee shall make appropriate
adjustments in one or more of (i) the number of Shares available for future
grants under Section 5, (ii) the number of Shares covered by each outstanding
Option or (iii) the Exercise Price under each outstanding Option.
(b) Reorganizations. In the event that the Company is a party to a merger
---------------
or other reorganization, outstanding Options shall be subject to the agreement
of merger or reorganization. Such agreement may provide for the assumption of
outstanding Options by the surviving corporation or its parent or for their
continuation by the Company (if the Company is a surviving corporation);
provided, however, that if assumption or continuation of the outstanding Options
is not provided by such agreement then the Committee shall have the option of
offering the payment of a cash settlement equal to the difference between the
amount to be paid for one Share under such agreement and the Exercise Price, in
all cases without the Optionees' consent.
(c) Reservation of Rights. Except as provided in this Section 8, an
-----------------------
Optionee shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class, the payment of any dividend or any other increase
or decrease in the number of shares of stock of any class. Any issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or Exercise Price of Shares subject to
an Option. The grant of an Option pursuant to the Plan shall not affect in any
way the right or power of the Company to
-7-
<PAGE>
make adjustments, reclassifications, reorganizations or changes of its
capital or business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets.
SECTION 9. LEGAL AND REGULATORY REQUIREMENTS.
---------- ----------------------------------
Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares complies with (or is exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, state securities laws and
regulations and the regulations of any stock exchange on which the Company's
securities may then be listed, and the Company has obtained the approval or
favorable ruling from any governmental agency which the Company determines is
necessary or advisable.
SECTION 10. NO EMPLOYMENT RIGHTS.
----------- ---------------------
No provision of the Plan, nor any Option granted under the Plan, shall be
construed to give any person any right to become, to be treated as, or to remain
an Employee. The Company and its Subsidiaries reserve the right to terminate any
person's Service at any time and for any reason.
SECTION 11. DURATION AND AMENDMENTS.
----------- ------------------------
(a) Term of the Plan. The Plan, as set forth herein, shall become effective
----------------
as of the date set forth below, subject to the approval of the Company's
stockholders. In the event that the stockholders fail to approve the Plan within
twelve (12) months of its adoption by the Board of Directors, any Option grants
already made shall be null and void, and no additional Option grants shall be
made after such date. The Plan shall terminate automatically ten (10) years
after its original adoption by the Board of Directors and may be terminated on
any earlier date pursuant to Subsection (b) below.
(b) Right to Amend or Terminate the Plan. The Board of Directors may amend
------------------------------------
the Plan at any time and from time to time. Rights and obligations under any
Option granted before amendment of the Plan shall not be materially altered, or
impaired adversely, by such amendment, except with consent of the person to whom
the Option was granted. An amendment of the Plan shall be subject to the
approval of the Company's stockholders only to the extent required by applicable
laws, regulations or rules.
(c) Effect of Amendment or Termination. No Shares shall be issued or sold
-----------------------------------
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any amendment
thereof, shall not affect any Share previously issued or any Option previously
granted under the Plan.
-8-
<PAGE>
SECTION 12. EXECUTION.
----------- ----------
To record the adoption of the Plan by the Board of Directors, the Company
has caused its authorized officer to execute the same as of February 27, 1997.
FIRST NORTHERN BANK OF DIXON
By /s/ Owen J. Onsum
---------------------------
Owen J. Onsum
Its President
--------------------------
-9-
<PAGE>
AMENDED AND RESTATED
FIRST NORTHERN BANK OF DIXON OUTSIDE DIRECTORS
1997 NONSTATUTORY STOCK OPTION PLAN
<PAGE>
TABLE OF CONTENTS
Page
1. ESTABLISHMENT AND PURPOSE..........................................1
2. DEFINITIONS........................................................1
(a) Bank......................................................1
(b) Board of Directors........................................1
(c) Change in Control.........................................1
(d) Code......................................................2
(e) Committee.................................................2
(f) Exchange Act..............................................2
(g) Exercise Price............................................2
(h) Fair Market Value.........................................2
(i) Nonstatutory Option.......................................2
(j) Option....................................................2
(k) Optionee..................................................2
(l) Outside Director..........................................2
(m) Plan......................................................3
(n) Service...................................................3
(o) Share.....................................................3
(p) Stock.....................................................3
(q) Stock Option Agreement....................................3
(r) Subsidiary................................................3
(s) Total and Permanent Disability............................3
3. ADMINISTRATION.....................................................3
(a) Committee Procedures......................................3
(b) Committee Responsibilities................................3
4. ELIGIBILITY........................................................4
(a) General Rule..............................................4
(b) Automatic Grant of Options................................4
5. STOCK SUBJECT TO PLAN..............................................5
(a) Basic Limitation..........................................5
(b) Additional Shares.........................................5
6. TERMS AND CONDITIONS OF OPTIONS....................................6
(a) Stock Option Agreement....................................6
(b) Number of Shares..........................................6
(c) Exercise Price............................................6
(d) Withholding Taxes.........................................6
(e) Nontransferability........................................6
(f) Exercise of Options Upon Termination of Service...........6
(g) No Rights as a Stockholder................................6
(h) Restrictions on Transfer of Shares........................6
7. PAYMENT FOR SHARES.................................................7
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<PAGE>
8. ADJUSTMENT OF SHARES...............................................7
(a) General...................................................7
(b) Reorganizations...........................................7
(c) Reservation of Rights.....................................7
9. LEGAL AND REGULATORY REQUIREMENTS..................................7
10. DURATION AND AMENDMENTS............................................8
(a) Term of the Plan..........................................8
(b) Right to Amend or Terminate the Plan......................8
(c) Effect of Amendment or Termination........................8
11. EXECUTION..........................................................8
-ii-
<PAGE>
AMENDED AND RESTATED
FIRST NORTHERN BANK OF DIXON OUTSIDE DIRECTORS
1997 NONSTATUTORY STOCK OPTION PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE.
---------- --------------------------
The Plan is being established to offer Outside Directors an opportunity to
acquire a proprietary interest in the success of the Bank, or to increase such
interest, by purchasing Shares of the Bank's Common Stock. The Plan provides for
the grant of Nonstatutory Options to purchase Shares.
SECTION 2. DEFINITIONS.
---------- ------------
(a) "Bank" shall mean First Northern Bank of Dixon, a California banking
----
corporation.
(b) "Board of Directors" shall mean the Board of Directors of the Bank, as
------------------
constituted from time to time.
(c) "Change in Control" shall mean the occurrence of any of the following
-----------------
events:
(i) Approval by the shareholders of the Bank of a merger or
consolidation of the Bank with or into another entity or any other
corporate reorganization, if either:
(A) The Bank is not the continuing or surviving entity; or
(B) More than 50% of the combined voting power of the Bank's
securities outstanding immediately after such merger, consolidation or
other reorganization is owned by persons who were not shareholders of
the Bank immediately prior to such merger, consolidation or other
reorganization;
(ii) A change in the composition of the Board of Directors, as a result
of which fewer than one-half of the incumbent directors are directors who
either:
(A) Had been directors of the Bank 24 months prior to such change;
or
(B) Were elected, or nominated for election, to the Board of
Directors with the affirmative votes of at least a majority of the
directors who had been directors of the Bank 24 months prior to such
change and who were still in office at the time of the election or
nomination; or
-1-
<PAGE>
(iii) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) by the acquisition or aggregation of securities is or
becomes the beneficial owner, directly or indirectly, of securities of the
Bank representing 25% or more of the combined voting power of the Bank's
then outstanding securities ordinarily (and apart from rights accruing
under special circumstances) having the right to vote at elections of
directors (the "Base Capital Stock"); except that any change in the
relative beneficial ownership of the Bank's securities by any person
resulting solely from a reduction in the aggregate number of outstanding
shares of Base Capital Stock, and any decrease thereafter in such person's
ownership of securities, shall be disregarded until such person increases
in any manner, directly or indirectly, such person's beneficial ownership
of any securities of the Bank.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
----
(e) "Committee" shall mean the committee designated by the Board of
---------
Directors, which is authorized to administer the Plan under Section 3 hereof.
The Committee shall have membership composition which enables the Plan to
qualify under Rule 16b-3 with regard to the grant of Options or other rights
under the Plan to persons who are subject to Section 16 of the Exchange Act.
(f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
------------
amended.
(g) "Exercise Price" shall mean the amount for which one Share may be
--------------
purchased upon exercise of an Option, as specified in the applicable Stock
Option Agreement in accordance with the terms of this Plan.
(h) "Fair Market Value" shall mean (i) the closing price of a Share on the
-----------------
principal exchange on which the Shares are trading, on the first trading day
immediately preceding the date on which the Fair Market Value is determined, or
(ii) if the Shares are not traded on an exchange but are quoted on the Nasdaq
National Market or a successor quotation system, the closing price on the first
trading day immediately preceding the date on which the Fair Market Value is
determined, or (iii) if the Shares are not traded on an exchange or quoted on
the Nasdaq National Market or a successor quotation system, the fair market
value of a Share, as determined by the Committee in good faith. Such
determination shall be conclusive and binding on all persons.
(i) "Nonstatutory Option" shall mean a stock option that is not described
-------------------
in Section 422 of the Code.
(j) "Option" shall mean a Nonstatutory Option granted under the Plan and
------
entitling the holder to purchase Shares.
(k) "Optionee" shall mean an individual who holds an Option.
--------
(l) "Outside Director" shall mean a member of the Board of Directors who is
----------------
not a common-law employee of the Bank or of a Subsidiary.
-2-
<PAGE>
(m) "Plan" shall mean this Amended and Restated First Northern Bank of
----
Dixon Outside Directors 1997 Nonstatutory Stock Option Plan, as amended
from time to time.
(n) "Service" shall mean service on the Board of Directors whether or not
-------
as an Outside Director.
(o) "Share" shall mean one share of Stock, as adjusted in accordance with
-----
Section 8 (if applicable).
(p) "Stock" shall mean the Common Stock of the Bank.
-----
(q) "Stock Option Agreement" shall mean the agreement between the Bank and
----------------------
an Optionee which contains the terms, conditions and restrictions pertaining to
the Optionee's Option.
(r) "Subsidiary" shall mean any corporation, if the Bank and/or one or more
----------
other Subsidiaries own not less than fifty percent (50%) of the total combined
voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.
(s) "Total and Permanent Disability" shall mean that the Optionee is unable
------------------------------
to serve on the Board of Directors due to the Optionee's disability. Total and
Permanent Disability shall be determined by the Bank in accordance with its Long
Term Disability Plan.
SECTION 3. ADMINISTRATION.
---------- ---------------
(a) Committee Procedures. The Board of Directors shall designate one of the
--------------------
members of the Committee as chairman. The Committee may hold meetings at such
times and places as it shall determine. The acts of a majority of the Committee
members present at meetings at which a quorum exists, or acts reduced to or
approved in writing by all Committee members, shall be valid acts of the
Committee.
(b) Committee Responsibilities. Subject to the provisions of the Plan, the
--------------------------
Committee shall have full authority and discretion to take the following
actions:
(i) To interpret the Plan and to apply its provisions;
(ii) To adopt, amend or rescind rules, procedures and forms
relating to the Plan;
(iii) To authorize any person to execute, on behalf of the Bank, any
instrument required to carry out the purposes of the Plan;
(iv) To determine the eligibility of Optionees;
-3-
<PAGE>
(v) Subject to Section 4(b), to prescribe the terms and conditions of
each Option and to specify the provisions of the Stock Option Agreement
relating to such Option;
(vi) Subject to Section 4(b), to amend any outstanding Stock Option
Agreement, subject to applicable legal restrictions and to the consent of
the Optionee who entered into such agreement;
(vii) To determine the disposition of each Option under the Plan in
accordance with any domestic relations order in the event of an Optionee's
divorce or dissolution of marriage;
(viii) To correct any defect, supply any omission, or reconcile any
inconsistency in the Plan or any Stock Option Agreement; and
(ix) Subject to Section 4(b), to take any other actions deemed
necessary or advisable for the administration of the Plan.
Subject to the requirements of applicable law, the Committee may designate
persons other than members of the Committee to carry out its responsibilities
and may prescribe such conditions and limitations as it may deem appropriate.
All decisions, interpretations and other actions of the Committee shall be final
and binding on all Optionees and all persons deriving their rights from an
Optionee. No member of the Committee shall be liable for any action that he has
taken or has failed to take in good faith with respect to the Plan or any Option
to acquire Shares under the Plan.
SECTION 4. ELIGIBILITY.
---------- ------------
(a) General Rule. Only Outside Directors shall be eligible to receive a
------------
grant of an Option under this Plan. Options may only be granted pursuant to the
provisions of Section 4(b) of this Plan. Only Nonstatutory Options will be
granted pursuant to this Plan.
(b) Automatic Grant of Options. Each Outside Director shall receive a
--------------------------
one-time grant of Options as described in this Section 4(b).
(i) Each Outside Director who is initially elected, or reelected at the
Bank's 1997 annual shareholders meeting shall automatically be granted an
Option to purchase 3,000 Shares (subject to adjustment under Section 8).
Thereafter, each individual who is initially elected or appointed as an
Outside Director shall be granted an Option to purchase 3,000 Shares
(subject to adjustment under Section 8).
(ii) All Options may be exercised to the extent that Shares have been
vested. All Shares shall vest as follows: Twenty percent (20%) shall be
vested on the date of grant. Thereafter, the Shares will vest annually at
a rate of 20 percent (20%) per year. All of the Shares shall be fully
vested on the fourth anniversary of the date of grant. No additional
Shares will vest after the Optionee's Service has terminated for any
reason.
-4-
<PAGE>
(iii) Notwithstanding anything to the contrary in Section 4(b)(ii), all
Options granted to an Outside Director under Section 4(b)(i) shall become
fully vested and exercisable upon a Change in Control.
(iv) The Exercise Price under all Options granted to an Outside Director
under this Section 4(b) shall be equal to one hundred percent (100%) of
the Fair Market Value of a Share on the date of grant.
(v) All Options granted to an Outside Director under this Section
4(b) shall terminate on the earlier of:
(A) The fifth anniversary of the date of grant;
(B) The date which is one-year after the termination of the
Optionee's Service by reason of Total and Permanent Disability or
death, provided that during the one-year period following termination
of Service the Option shall be exercisable as to the vested portion
thereof;
(C) Immediately upon the termination of the Optionee's Service in
the event of the conviction of the Optionee of a felony, or a finding
by a court that the Optionee engaged in a fraudulent or dishonest act
or a gross abuse of authority regarding the Bank; or
(D) The date ninety (90) days after the termination of the
Optionee's service as an Outside Director for any other reason,
provided that during the 90-day period following termination of
Service the Option shall be exercisable as to the vested portion
thereof.
SECTION 5. STOCK SUBJECT TO PLAN.
---------- ----------------------
(a) Basic Limitation. Shares offered under the Plan shall be authorized but
----------------
unissued Shares. The aggregate number of Shares which may be issued under the
Plan upon exercise of Options shall not exceed 75,000 Shares, subject to
adjustment pursuant to Section 8. The number of Shares available for the grant
of Options to Outside Directors pursuant to Section 4(b) hereof shall equal the
number of Shares to be issued upon the exercise of Options granted thereunder.
The number of Shares which are subject to Options outstanding at any time under
the Plan shall not exceed the number of Shares which then remain available for
issuance under the Plan. The Bank, during the term of the Plan, shall at all
times reserve and keep available sufficient Shares to satisfy the requirements
of the Plan.
(b) Additional Shares. In the event that any outstanding Option for any
-----------------
reason expires or is canceled or otherwise terminated, the Shares allocable to
the unexercised portion of such Option shall again be available for the purposes
of the Plan.
-5-
<PAGE>
SECTION 6. TERMS AND CONDITIONS OF OPTIONS.
---------- --------------------------------
(a) Stock Option Agreement. Each grant of an Option under the Plan shall be
----------------------
evidenced by a Stock Option Agreement between the Optionee and the Bank. Such
Option shall be subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions which are not inconsistent with
the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement. Subject to Section 4(b), the provisions of the various Stock
Option Agreements entered into under the Plan need not be identical.
(b) Number of Shares. Each Stock Option Agreement shall specify the number
----------------
of Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 8.
(c) Exercise Price. Each Stock Option Agreement shall specify the Exercise
--------------
Price as determined in accordance with Section 4(b)(iv). The Exercise Price
shall be payable in the form described in Section 7.
(d) Withholding Taxes. As a condition to the exercise of an Option, the
-----------------
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such exercise. The Optionee shall also make such
arrangements as the Committee may require for the satisfaction of any federal,
state or local withholding tax obligations that may arise in connection with the
disposition of Shares acquired by exercising an Option. An Optionee may satisfy
all or part of the Optionee's withholding or income tax obligations by having
the Bank withhold all or a portion of any Shares that otherwise would be issued
to the Optionee or by surrendering all or a portion of any Shares that the
Optionee previously acquired. Such Shares shall be valued at their Fair Market
Value on the date when taxes otherwise would be withheld in cash. Any payment of
taxes by assigning Shares to the Bank may be subject to restrictions imposed by
the Committee.
(e) Nontransferability. During an Optionee's lifetime, the Optionee's
------------------
Option(s) shall be exercisable only by the Optionee and shall not be
transferable. In the event of an Optionee's death, the Optionee's Option(s)
shall not be transferable other than by will, beneficiary designation or by the
laws of descent and distribution.
(f) Exercise of Options Upon Termination of Service. Each Stock Option
-----------------------------------------------
Agreement shall set forth the extent to which the Optionee shall have the right
to exercise the Option following termination of the Optionee's Service with the
Bank and its Subsidiaries as set forth in Section 4(b)(iii), and may specify the
right to exercise the Option of any executors or administrators of the
Optionee's estate or any person who has acquired such Option(s) directly from
the Optionee by beneficiary designation, bequest or inheritance.
(g) No Rights as a Stockholder. An Optionee, or a transferee of an
--------------------------
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by the Optionee's Option until the date of the issuance of a stock
certificate for such Shares. No adjustments shall be made, except as provided in
Section 8.
(h) Restrictions on Transfer of Shares. Any Shares issued upon exercise of
-----------------------------------
an Option shall be subject to such special forfeiture conditions, rights of
repurchase, rights of first refusal
-6-
<PAGE>
and other transfer restrictions as the Committee may determine. Such
restrictions shall be set forth in the applicable Stock Option Agreement and
shall apply in addition to any general restrictions that may apply to all
holders of Shares.
SECTION 7. PAYMENT FOR SHARES.
---------- -------------------
The entire Exercise Price shall be payable in lawful money of the United
States of America at the time when Options are exercised.
SECTION 8. ADJUSTMENT OF SHARES.
---------- ---------------------
(a) General. In the event of a subdivision of the outstanding Stock, a
-------
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Stock (by
reclassification or otherwise) into a lesser number of Shares, a
recapitalization or a similar occurrence, the Committee shall make appropriate
adjustments in one or more of (i) the number of Shares available for future
grants under Section 5, (ii) the number of Shares covered by each outstanding
Option or (iii) the Exercise Price under each outstanding Option.
(b) Reorganizations. In the event that the Bank is a party to a merger or
---------------
other reorganization, outstanding Options shall be subject to the agreement of
merger or reorganization. Such agreement may provide for the assumption of
outstanding Options by the surviving corporation or its parent or for their
continuation by the Bank (if the Bank is a surviving corporation); provided,
however, that if assumption or continuation of the outstanding Options is not
provided by such agreement then the Committee shall have the option of offering
the payment of a cash settlement equal to the difference between the amount to
be paid for one Share under such agreement and the Exercise Price, in all cases
without the Optionees' consent.
(c) Reservation of Rights. Except as provided in this Section 8, an
---------------------
Optionee shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class, the payment of any dividend or any other increase
or decrease in the number of shares of stock of any class. Any issue by the Bank
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number or Exercise Price of Shares subject to an
Option. The grant of an Option pursuant to the Plan shall not affect in any way
the right or power of the Bank to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.
SECTION 9. LEGAL AND REGULATORY REQUIREMENTS.
--------- ----------------------------------
Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares complies with (or is exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, state securities laws and
regulations and the regulations of any stock exchange on which the Bank's
securities may then be listed, and the Bank has obtained the approval or
-7-
<PAGE>
favorable ruling from any governmental agency which the Bank determines is
necessary or advisable.
SECTION 10. DURATION AND AMENDMENTS.
----------- ------------------------
(a) Term of the Plan. The Plan, as set forth herein, shall become effective
----------------
as of the date set forth below, subject to the approval of the Bank's
stockholders. In the event that the stockholders fail to approve the Plan within
twelve (12) months of its adoption by the Board of Directors, any Option grants
already made shall be null and void, and no additional Option grants shall be
made after such date. The Plan shall terminate automatically ten (10) years
after its original adoption by the Board of Directors and may be terminated on
any earlier date pursuant to Section 10(b) below.
(b) Right to Amend or Terminate the Plan. The Board of Directors may amend
------------------------------------
the Plan at any time and from time to time; provided, however, that any
amendment to Sections 4 or 5 of the Plan shall be subject to the approval of the
Bank's shareholders. Rights and obligations under any Option granted before
amendment of the Plan shall not be materially altered, or impaired adversely, by
such amendment, except with consent of the person to whom the Option was
granted. Except as otherwise provided in this Section 10(b), an amendment of the
Plan shall be subject to the approval of the Bank's stockholders only to the
extent required by applicable laws, regulations or rules.
(c) Effect of Amendment or Termination. No Shares shall be issued or sold
----------------------------------
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any amendment
thereof, shall not affect any Share previously issued or any Option previously
granted under the Plan.
SECTION 11. EXECUTION.
----------- ----------
To record the adoption of the Plan by the Board of Directors, the Bank has
caused its authorized officer to execute the same as of June 11, 1997.
FIRST NORTHERN BANK OF DIXON
By: /s/ Owen J. Onsum
------------------------------------
Its: President
-----------------------------------
-8-
<PAGE>
FIRST NORTHERN BANK OF DIXON
1997 EMPLOYEE STOCK PURCHASE PLAN
<PAGE>
TABLE OF CONTENTS
Page
Section 1. Establishment of the Plan...................................1
Section 2. Definitions.................................................1
Section 3. Duration; Shares Authorized.................................2
Section 4. Administration..............................................2
Section 5. Eligibility and Participation...............................3
Section 6. Participation Periods.......................................3
Section 7. Purchase Price..............................................3
Section 8. Employee Contributions......................................3
Section 9. Plan Accounts; Purchase of Shares...........................4
Section 10. Withdrawal From the Plan....................................5
Section 11. Effect of Termination of Employment or Death................5
Section 12. Rights Not Transferable.....................................5
Section 13. Recapitalization, Etc.......................................5
Section 14. Limitation on Stock Ownership...............................6
Section 15. No Rights as an Employee....................................6
Section 16. Rights as a Stockholder.....................................6
Section 17. Use of Funds................................................6
Section 18. Amendment or Termination of the Plan........................7
Section 19. Governing Law...............................................7
-i-
<PAGE>
FIRST NORTHERN BANK OF DIXON
1997 EMPLOYEE STOCK PURCHASE PLAN
Section 1. Establishment of the Plan.
---------- --------------------------
The First Northern Bank of Dixon 1997 Employee Stock Purchase Plan (the
"Plan") is hereby established to provide Eligible Employees with an opportunity
to purchase the Company's common stock so that they may increase their
proprietary interest in the success of the Company. The Plan, which provides for
the purchase of stock through payroll withholding, is intended to qualify under
Section 423 of the Code.
Section 2. Definitions.
---------- ------------
(a) "Board of Directors" or "Board" means the Board of Directors of the
Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Company" means First Northern Bank of Dixon, a California corporation.
(d) "Compensation" means the base compensation paid to a Participant during
a Participation Period in cash or in kind including overtime, commissions and
shift differential. Incentive compensation, other bonuses and other forms of
compensation for work outside the regular work schedule are excluded.
(e) "Date of Participation" means the first day of a Participation Period.
(f) "Eligible Employee" means any Employee of a Participating Company (i)
who has been continually employed for at least ninety (90) days prior to the
commencement of a Participation Period, and (ii) who is an Employee at the
commencement of a Participation Period. In addition, an Employee who is an
officer and who is a highly compensated employee within the meaning of section
414(q) of the Code may be excluded from participation in the Plan.
(g) "Employee" means any common-law employee of a Participating Company.
(h) "Fair Market Value" shall mean (i) the closing price of a share of
Stock on the principal exchange which the shares are trading on the first
trading day immediately preceding the date on which the Fair Market Value is
determined, or (ii) if the shares are not traded on an exchange but are quoted
on the Nasdaq National Market or a successor quotation system, the closing price
on the Nasdaq National Market or such successor quotation system on the first
trading day immediately preceding the date on which the Fair Market Value is
determined, or (iii) if the shares are not traded on an exchange or quoted on
the Nasdaq National Market or a successor quotation system, the fair market
value of a share as determined by the Plan Administrator in good faith. Such
determination shall be conclusive and binding on all persons.
(i) "Participant" means an Eligible Employee who elects to participate in
the Plan, as provided in Section 5 hereof.
-1-
<PAGE>
(j) "Participating Company" means the Company and such present or future
Subsidiaries of the Company as the Board of Directors shall from time to time
designate.
(k) "Participation Period" means a period during which contributions may be
made toward the purchase of Stock under the Plan, as determined pursuant to
Section 6.
(l) "Plan Account" means the account established for each Participant
pursuant to Section 9(a).
(m) "Purchase Price" means the price at which Participants may purchase
Stock under Section 5 of the Plan, as determined pursuant to Section 7.
(n) "Stock" means the common stock of the Company.
(o) "Subsidiary" means a subsidiary corporation as defined in Section 424
of the Code.
Section 3. Duration; Shares Authorized.
---------- ----------------------------
The Plan shall terminate automatically ten (10) years after its original
adoption by the Board of Directors and may be terminated on any earlier date
pursuant to Section 18 below. The maximum aggregate number of shares which may
be offered under the Plan shall be 250,000 shares of Stock, subject to
adjustment as provided in Section 13 hereof.
Section 4. Administration.
---------- ---------------
(a) The Plan shall be administered by a Plan Administrator appointed by the
Board of Directors. The interpretation and construction by the Plan
Administrator of any provision of the Plan or of any right to purchase stock
qualified hereunder shall be conclusive and binding on all persons.
(b) No member of the Board or the Plan Administrator shall be liable for
any action or determination made in good faith with respect to the Plan or the
right to purchase Stock hereunder. The Plan Administrator shall be indemnified
by the Company against the reasonable expenses, including attorney's fees
actually and necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which he or she
may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any stock purchased thereunder, and against all
amounts paid by him or her in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by him or
her in satisfaction of a judgment in any such action, suit or proceeding, except
in relation to matters as to which it shall be adjudged in such action, suit or
proceeding that the Plan Administrator is liable for negligence or misconduct in
the performance of his or her duties; provided that within sixty (60) days after
institution of any such action, suit or proceeding, the Plan Administrator shall
in writing offer the Company the opportunity, at its own expense, to handle and
defend the same.
-2-
<PAGE>
(c) All costs and expenses incurred in administering the Plan shall be paid
by the Company. The Board or the Plan Administrator may request advice for
assistance or employ such other persons as are necessary for proper
administration of the Plan.
Section 5. Eligibility and Participation.
---------- ------------------------------
(a) Any person who qualifies or will qualify as an Eligible Employee on the
Date of Participation with respect to a Participation Period may elect to
participate in the Plan for such Participation Period. An Eligible Employee may
elect to participate by executing the participation agreement prescribed for
such purpose by the Plan Administrator. The participation agreement shall be
filed with the Plan Administrator no later than the deadline stated on the
participation agreement, and if none is stated, then no later than the first day
of the Participation Period. The Eligible Employee shall designate on the
participation agreement the amount, of his or her Compensation which he or she
elects to have withheld for the purchase of Stock in the manner specified by the
Plan Administrator; provided that the amount may not be greater than ten percent
(10%) of the Participant's Compensation.
(b) By enrolling in the Plan, a Participant shall be deemed to have elected
to purchase the maximum number of whole shares of Stock which can be purchased
with the amount of the Participant's Compensation which is withheld during the
Participation Period.
(c) Once enrolled, a Participant will continue to participate in the Plan
for each succeeding Participation Period until he or she terminates
participation or ceases to qualify as an Eligible Employee. A Participant who
withdraws from the Plan in accordance with Section 10 may again become a
Participant, if he or she then is an Eligible Employee, by following the
procedure described in Section 5(a).
Section 6. Participation Periods.
---------- ----------------------
The Plan shall be implemented by one or more Participation Periods of not
more than twenty-seven (27) months each. The Board of Directors, or a committee
to which the Board has delegated its authority, shall determine the commencement
date and duration of each Participation Period.
Section 7. Purchase Price.
---------- ---------------
The Purchase Price for each share of Stock shall be the lesser of (i)
eighty-five percent (85%) of the Fair Market Value of such share on the last
trading day before the Date of Participation or (ii) eighty-five percent (85%)
of the Fair Market Value of such share on the last trading day during the
Participation Period.
Section 8. Employee Contributions.
---------- -----------------------
A Participant may purchase shares of Stock solely by means of payroll
deductions. Payroll deductions, as designated by the Participant pursuant to
Section 5(a), shall commence with the first paycheck issued during the
Participation Period and shall be deducted from each subsequent paycheck
throughout the Participation Period. If a Participant desires to decrease the
rate of payroll withholding during the Participation Period, he or she may do
so, if permitted by
-3-
<PAGE>
the Plan Administrator, one time during a Participation Period by filing a
new participation agreement with the Plan Administrator. Such decrease will be
effective as of the first day of the second payroll period which begins
following the receipt of the new participation agreement. If a Participant
desires to increase the rate of payroll withholding, he or she may do so
effective for the next Participation Period by filing a new participation
agreement with the Plan Administrator on or before the date specified by the
Plan Administrator, and if none is stated, then no later than the first day of
the Participation Period for which such change is to be effective.
Section 9. Plan Accounts; Purchase of Shares.
---------- ----------------------------------
(a) The Company will maintain a Plan Account on its books in the name of
each Participant. At the close of each pay period, the amount deducted from the
Participant's Compensation will be credited to the Participant's Plan Account.
(b) As of the last day of each Participation Period, the amount then in the
Participant's Plan Account will be divided by the Purchase Price, and the number
of whole shares which results (subject to the limitations described in Sections
5(b), 9(c) and 14) shall be purchased from the Company with the funds in the
Participant's Plan Account. Share certificates representing the number of shares
of Stock so purchased shall be delivered to the Plan Administrator pursuant to a
participation agreement between each Participant and the Company and subject to
the conditions described therein which may include a requirement that shares of
Stock be held and not sold for certain time periods.
(c) In the event that the aggregate number of shares which all Participants
elect to purchase during a Participation Period shall exceed the number of
shares remaining available for issuance under the Plan, then the number of
shares to which each Participant shall become entitled shall be determined by
multiplying the number of shares available for issuance by a fraction the
numerator of which is the sum of the number of shares the Participant has
elected to purchase pursuant to Section 5, and the denominator of which is the
sum of the number of shares which all employees have elected to purchase
pursuant to Section 5. Any cash amount remaining in the Participant's Plan
Account under these circumstances shall be refunded to the Participant.
(d) Any amount remaining in the Participant's Plan Account caused by a
surplus due to fractional shares after deducting the amount of the Purchase
Price for the number of whole shares issued to the Participant shall be carried
over in the Participant's Plan Account for the succeeding Participation Period,
without interest. Any amount remaining in the Participant's Plan Account caused
by anything other than a surplus due to fractional shares shall be refunded to
the Participant in cash, without interest.
(e) As soon as practicable following the end of each Participation Period,
the Company shall deliver to each Participant a Plan Account statement setting
forth the amount of payroll deductions, the purchase price, the number of shares
purchased and the remaining cash balance, if any.
-4-
<PAGE>
Section 10. Withdrawal From the Plan.
----------- -------------------------
A Participant may elect to withdraw from participation under the Plan at
any time up to the last day of a Participation Period by filing the prescribed
form with the Plan Administrator. As soon as practicable after a withdrawal,
payroll deductions shall cease and all amounts credited to the Participant's
Plan Account will be refunded in cash, without interest. A Participant who has
withdrawn from the Plan shall not be a Participant in future Participation
Periods, unless he or she again enrolls in accordance with the provisions of
Section 5.
Section 11. Effect of Termination of Employment or Death.
----------- ---------------------------------------------
(a) Termination of employment as an Eligible Employee for any reason,
including death, shall be treated as an automatic withdrawal from the Plan under
Section 10. A transfer from one Participating Company to another shall not be
treated as a termination of employment.
(b) A Participant may file a written designation of a beneficiary who is to
receive any shares and cash, if any, from the Participant's Account under the
Plan in the event of such Participant's death subsequent to the purchase of
shares but prior to delivery to him of such shares and cash. In addition, a
Participant may file a written designation of a beneficiary who is to receive
any cash from the Participant's Account under the Plan in the event of such
Participant's death prior to the last day of a Participation Period.
(c) Such designation of beneficiary may be changed by the Participant at
any time by written notice. In the event of the death of a Participant in the
absence of a valid designation of a beneficiary who is living at the time of
such Participant's death, the Company shall deliver such shares and/or cash to
the executor or administrator of the estate of the Participant; or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such shares and/or cash to the
spouse or to any one or more dependents or relatives of the Participant; or if
no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.
Section 12. Rights Not Transferable.
----------- ------------------------
The rights or interests of any Participant in the Plan, or in any Stock or
moneys to which he or she may be entitled under the Plan, shall not be
transferable by voluntary or involuntary assignment or by operation of law, or
by any other manner other than as permitted by the Code or by will or the laws
of descent and distribution. If a Participant in any manner attempts to
transfer, assign or otherwise encumber his or her rights or interest under the
Plan, other than as permitted by the Code or by will or the laws of descent and
distribution, such act shall be treated as an automatic withdrawal under Section
10.
Section 13. Recapitalization, Etc.
----------- ----------------------
(a) The aggregate number of shares of Stock offered under the Plan, the
number and price of shares which any Participant has elected to purchase
pursuant to Section 5 and the maximum number of shares which a Participant may
elect to purchase under the Plan in any Participation Period shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock resulting from a subdivision or consolidation of shares or any
other
-5-
<PAGE>
capital adjustment, the payment of a stock dividend, or other increase or
decrease in such shares effected without receipt of consideration by the
Company.
(b) In the event of a dissolution or liquidation of the Company, or a
merger or consolidation to which the Company is a constituent corporation, this
Plan shall terminate, unless the plan of merger, consolidation or reorganization
provides otherwise, and all amounts which each Participant has paid towards the
Purchase Price of Stock hereunder shall be refunded, without interest.
(c) The Plan shall in no event be construed to restrict in any way the
Company's right to undertake a dissolution, liquidation, merger, consolidation
or other reorganization.
Section 14. Limitation on Stock Ownership.
----------- ------------------------------
Notwithstanding any provision herein to the contrary, no Participant shall
be permitted to elect to participate in the Plan (i) if such Participant,
immediately after his or her election to participate, would own stock possessing
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or any parent or Subsidiary of the Company, or
(ii) if under the terms of the Plan the rights of the Employee to purchase Stock
under this Plan and all other qualified employee stock purchase plans of the
Company or its Subsidiaries would accrue at a rate which exceeds twenty-five
thousand dollars ($25,000) of the Fair Market Value of such Stock (determined at
the time such right is granted) for each calendar year for which such right is
outstanding at any time. For purposes of this Section 14, ownership of stock
shall be determined by the attribution rules of Section 424(d) of the Code, and
Participants shall be considered to own any stock which they have a right to
purchase under this or any other stock plan.
Section 15. No Rights as an Employee.
----------- -------------------------
Nothing in the Plan shall be construed to give any person the right to
remain in the employ of a Participating Company. Each Participating Company
reserves the right to terminate the employment of any person at any time and for
any reason.
Section 16. Rights as a Stockholder.
----------- ------------------------
A Participant shall have no rights as a stockholder with respect to any
shares he or she may have a right to purchase under the Plan until the date of
issuance of a stock certificate pursuant to Section 9(b), subject to the
stockholders approval of the adoption of the Plan.
Section 17. Use of Funds.
----------- -------------
All payroll deductions received or held by the Company under the Plan may
be used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions in separate accounts.
-6-
<PAGE>
Section 18. Amendment or Termination of the Plan.
----------- -------------------------------------
The Board of Directors shall have the right to amend, modify or
terminate the Plan at any time without notice. An amendment of the Plan shall be
subject to stockholder approval only to the extent required by applicable laws,
regulations or rules.
Section 19. Governing Law.
----------- --------------
The Plan shall be governed by, and construed and interpreted in accordance
with, the laws of the State of California.
To record the adoption of the Plan by the Board of Directors, effective as
of February 27, 1997, and subject to stockholder approval, the Company has
caused its authorized officer to execute the same on February 27, 1997.
First Northern Bank of Dixon
By /s/ Owen J. Onsum
-----------------------------------
President
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<PAGE>
FIRST NORTHERN BANK OF DIXON
1997 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
Annual Vesting Over Four Years
First Northern Bank of Dixon, a California banking corporation (the
"Bank"), hereby grants an Option to purchase Shares of its common stock to the
Optionee named below. The terms and conditions of the Option are set forth in
this cover sheet, in the attachment and in the Bank's 1997 Stock Option Plan
(the "Plan").
Date of Option Grant: August 13, 1997
Name of Optionee:
------------------------------------------------------
Optionee's Social Security Number: _____-____-_____
Number of Shares of Common Stock Covered by Option:
Price per Share: $
-----------------------------------------------------
Vesting Start Date: The later of (i) approval by the shareholders of the Bank
of the amendments to the preemptive rights clause in the Bank's Articles of
Incorporation and (ii) August 13, 1997.
By signing this cover sheet, you agree to all of the terms and
conditions described in the attached Agreement and in the Plan,
a copy of which is also enclosed.
Optionee:
---------------------------------------------------------------
(Signature)
Bank:
---------------------------------------------------------------
(Signature)
Title:
Attachment
- ----------
<PAGE>
FIRST NORTHERN BANK OF DIXON
1997 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
Annual Vesting Over Four Years
Incentive Stock Option This Option is intended to be an incentive stock
Option under section 422 of the Code and will be
interpreted accordingly.
Vesting and Exercise This Option may be exercised to the extent that
Shares have been vested. Beginning on the Vesting
Start Date, you will be twenty percent (20%) vested in
the Shares granted under this Option. Thereafter, the
Shares under this Option will vest annually at a rate
of 20 percent (20%) per year. All of the Shares
shall be fully vested on the fourth anniversary of the
Vesting Start Date as shown on the cover sheet. No
additional Shares will vest after your Service has
terminated for any reason. "Service" means your
service as employee, consultant or advisor of the
Bank or an affiliated company.
Notwithstanding of the vesting schedule set forth
above, in the event of a Change in Control of the
Bank during the period you remain in Service, all of
the Shares which are unvested as of the effective
date of such Change in Control shall immediately
become vested. For the purposes hereof, a "Change in
Control" shall have the meaning set forth in Section
2(b) of the Plan.
Term This Option will expire in any event at the close of
business at Bank headquarters on the fifth
anniversary of the Date of Grant, as shown on the
cover sheet. (It will expire earlier if your Service
terminates, as described below.)
Regular Termination If your Service terminates for any reason
except death, Total and Permanent Disability, or for
cause then this Option will expire at the close of
business at Bank headquarters on the 90th day after
your termination date. During that 90-day period
you may exercise the vested portion of this Option.
Termination for If your Service terminates for cause, as determined
Cause by the Committee, then this Option will expire upon
your termination of Service.
-2-
<PAGE>
Death In the event of your death while in Service,
then this Option will expire at the close of
business at Bank headquarters on the date which is
one year after the date of death. During that
one-year period, your estate or heirs may exercise the
vested portion of this Option.
Total and If your Service terminates because of your
Permanent Disability Total and Permanent Disability, then this Option will
expire at the close of business at Bank headquarters
on the date which is one year after your
termination date. During that one-year period you may
exercise the vested portion of this Option.
"Total and Permanent Disability" means that you are
unable to work as determined in accordance with
the Bank's Long Term Disability Plan.
Leaves of Absence For purposes of this Option, your Service does not
terminate when you go on a bona fide leave of absence
that was approved by the Bank in writing, if the terms
of the leave provide for continued service crediting,
or when continued service crediting is required by
applicable law. However, for purposes of determining
whether this Option is entitled to ISO status, your
Service will be treated as terminating 90 days after
you went on leave, unless your right to return to
active work is guaranteed by law or by a contract.
Your Service terminates in any event when the
approved leave ends unless you immediately return to
active work.
The Bank determines which leaves count for this
purpose, and when your Service terminates for all
purposes under the Plan.
Restrictions The Bank will not permit you to exercise this Option
on Exercise if the issuance of Shares at that time would violate
any law or regulation.
Notice of Exercise When you wish to exercise this Option, you must notify
the Bank by filing the proper "Notice of Exercise"
form attached hereto. Your notice must specify how
many Shares you wish to purchase. Your notice must
also specify how your Shares should be registered (in
your name only or in your and your spouse's names as
community property or as joint tenants with right of
survivorship). The notice will be effective when it
is received by the Bank.
If someone else wants to exercise this Option after
your death, that person must prove to the Bank's
satisfaction that he or she is entitled to do so.
-3-
<PAGE>
Periods of Any other provision of this Agreement notwithstanding,
Nonexercisability the Bank shall have the right to designate one or more
periods of time, each of which shall not exceed 180
days in length, during which this Option shall not be
exercisable if the Bank determines (in its sole
discretion) that such limitation on exercise could in
any way facilitate any issuance of securities by the
Bank, facilitate the registration or qualification of
any securities by the Bank under applicable law,
or facilitate the perfection of any exemption from the
registration or qualification requirements under any
applicable law for the issuance or transfer of any
securities. Such limitation on exercise shall not
alter the vesting schedule set forth in this Agreement
other than to limit the periods during which this
Option shall be exercisable.
Form of Payment When you submit your notice of exercise, you must
include payment of the Option price for the Shares
you are purchasing. Payment may be made in one (or
a combination) of the following forms:
o Your personal check, a cashier's check or a
money order.
o Shares which have already been owned by you for
any time period specified by the Committee
and which are surrendered to the Bank. The
value of the Shares, determined as of the
effective date of the Option exercise, will be
applied to the Option price.
Withholding Taxes To the extent that any withholding or other taxes may
be due as a result of the Option exercise or the sale
of shares acquired upon exercise of this Option and
the sale of the shares, you will not be allowed to
exercise this Option unless you make acceptable
arrangements to pay such withholding or other taxes.
Restrictions on Resale By signing this Agreement, you agree not to sell any
Option Shares at a time when applicable laws,
regulations or Bank or underwriter trading policies
prohibit a sale. In connection with any underwritten
public offering by the Bank of its equity securities,
you agree not to sell, make any short sale of, loan,
hypothecate, pledge, grant any Option for the purchase
of, or otherwise dispose or transfer for value or
agree to engage in any of the foregoing transactions
with respect to any shares without the prior written
consent of the Bank or its underwriters, for such
period of time after the effective date of such
registration statement as may be requested by the
Bank or such underwriters.
In order to enforce the provisions of this paragraph,
the Bank may
-4-
<PAGE>
impose stop-transfer instructions with respect to
the shares until the end of the applicable
stand-off period.
Transfer of Option Prior to your death, only you may exercise this
Option. You cannot transfer or assign this Option.
For instance, you may not sell this Option or use it
as security for a loan. If you attempt to do any of
these things, this Option will immediately become
invalid. You may, however, dispose of this Option in
your will.
Regardless of any marital property settlement
agreement, the Bank is not obligated to honor a
notice of exercise from your spouse or former spouse,
nor is the Bank obligated to recognize such
individual's interest in this Option in any other way.
Retention Rights Neither this Option nor this Agreement give you the
right to be retained by the Bank (or any subsidiaries)
in any capacity. The Bank (and any subsidiaries)
reserve the right to terminate your Service
at any time and for any reason.
Shareholder Rights You, or your estate or heirs, have no rights as
a shareholder of the Bank until a certificate for the
Option Shares has been issued. No adjustments are
made for dividends or other rights if the applicable
record date occurs before your stock certificate is
issued, except as described in the Plan.
Adjustments In the event of a stock split, a stock dividend or
a similar change in the Bank stock, the number of
Shares covered by this Option and the exercise price
per share may be adjusted pursuant to the Plan. This
Option shall be subject to the terms of the agreement
of merger, liquidation or reorganization in the event
the Bank is subject to such corporate activity.
Applicable Law This Agreement will be interpreted and enforced under
the laws of the State of California.
The Plan and Other The text of the Plan is incorporated in this
Agreements Agreement by reference. Certain capitalized terms used
in this Agreement are defined in the Plan.
This Agreement and the Plan constitute the entire
understanding between you and the Bank regarding this
Option. Any prior agreements, commitments or
negotiations concerning this Option are superseded.
By signing the cover sheet of this Agreement, you agree to all of the
terms and conditions described above and in the Plan.
-5-
<PAGE>
NOTICE OF EXERCISE OF STOCK OPTION
First Northern Bank of Dixon
195 N. First Street
Dixon, CA 95620
Attn: Corporate Secretary
Re: Exercise of Stock Option to Purchase Shares of Bank Stock
---------------------------------------------------------
Dear Sir or Madam:
Pursuant to the Stock Option Agreement dated August 13, 1997 (the "Stock
Option Agreement"), between First Northern Bank of Dixon, a California banking
corporation (the "Bank"), and the undersigned, I hereby elect to purchase
_____________ shares of the common stock of the Bank (the "Shares"), at the
price of $__________ per Share. My check in the amount of $______________ is
enclosed. The Shares are to be issued in _____ certificate(s) and registered in
the name(s) of:
--------------------------
The undersigned understands there may be tax consequences as a result of
the purchase or disposition of the Shares. To the extent that an amount is
required to be withheld for any taxes that may be due as a result of this
exercise, I will comply with the Bank's requirements with respect to the payment
of such withholding. The undersigned represents that he has consulted with any
tax consultants he deems advisable in connection with the purchase or
disposition of the Shares and the Undersigned is not relying on the Bank for any
tax advice.
The undersigned acknowledges that he has received, read and understood the
Stock Option Agreement and agrees to abide by and be bound by their terms and
conditions.
Dated: ________________, 19___
----------------------------------
(Signature)
-----------------------------------
(Please Print Name)
Social Security No.
----------------
------------------------------------
------------------------------------
(Full Address)
<PAGE>
FIRST NORTHERN BANK OF DIXON
AMENDED AND RESTATED OUTSIDE DIRECTORS
1997 NONSTATUTORY STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
Annual Vesting Over Four Years
First Northern Bank of Dixon, a California banking corporation (the
"Bank"), hereby grants an Option to purchase Shares of its common stock to the
Optionee named below. The terms and conditions of the Option are set forth in
this cover sheet, in the attachment and in the Bank's Amended and Restated
Outside Directors 1997 Nonstatutory Stock Option Plan (the "Plan").
Date of Option Grant: April 24, 1997
Name of Optionee:
-------------------------------------------------------
Optionee's Social Security Number: _____-____-_____
Number of Shares of Common Stock Covered by Option: 3,000
Price per Share: $24.50
Vesting Start Date: April 24, 1997
By signing this cover sheet, you agree to all of the terms and conditions
described in the attached Agreement and in the Plan, a copy of which is
also enclosed.
Optionee:
-----------------------------------------------------------------
(Signature)
Bank:
-------------------------------------------------------------------
(Signature)
Title:
------------------------------------------------------
Attachment
- ----------
<PAGE>
FIRST NORTHERN BANK OF DIXON OUTSIDE DIRECTORS
1997 NONSTATUTORY STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
Annual Vesting Over Four Years
Nonstatutory Stock Option This Option is not intended to be an incentive
stock option under Section 422 of
the Code and will be interpreted accordingly.
Vesting and Exercise This Option may be exercised to the extent that
Shares have been vested. Beginning on the Vesting
Start Date, you will be twenty percent (20%)
vested in the Shares granted under this Option.
Thereafter, the Shares under this Option will
vest annually at a rate of 20 percent (20%) per
year. All of the Shares shall be fully vested on
the fourth anniversary of the Vesting Start Date
as shown on the cover sheet. No additional
Shares will vest after your Service has terminated
for any reason. "Service" means your service as
an outside director of the Bank or an affiliated
entity.
"Shares" means the shares of Common Stock covered
by this Option as adjusted pursuant to Section 8
of the Plan.
Notwithstanding the vesting schedule set forth
above, in the event of a Change in Control during
the period you remain in Service, all of the
Shares which are unvested as of the effective
date of such Change in Control shall immediately
become vested. For the purposes hereof, "Change
in Control" shall have the meaning set forth in
Section 2(c) of the Plan.
Term This Option will expire in any event at the close
of business at Bank headquarters on the fifth
anniversary of the Date of Grant, as shown on the
cover sheet. (It will expire earlier if your
Service terminates, as described below.)
Regular Termination If your Service terminates for any reason except
death or Total and Permanent Disability, then
this Option will expire at the close of business
at Bank headquarters on the 90th day after your
termination date. During that 90-day period, you
may exercise the vested portion of this Option.
Other Terminations If your Service terminates following your
of Service conviction of a felony, or a finding by a court
that you engaged in a fraudulent or dishonest act
or a gross abuse of authority regarding the Bank
then this Option will expire upon your termination
of Service.
-2-
<PAGE>
Death In the event of your death while in Service, then
this Option will expire at the close of business
at Bank headquarters on the date which is one
year after the date of death. During that one-year
period, your estate or heirs may exercise the
vested portion of this Option as of the
termination of Service.
Total and If your Service terminates because of your
Permanent Total and Permanent Disability, then this Option
Disability will expire at the close of business at Bank
headquarters on the date which is one year after
your termination date. During that one-year
period, you may exercise the vested portion of
this Option as of the termination of Service.
"Total and Permanent Disability" means that you
are unable to serve on the Board of Directors due
to a disability which shall be determined in
accordance with the Bank's Long Term Disability
Plan.
Restrictions on The Bank will not permit you to exercise this
Exercise Option if the issuance of Shares at that time
would violate any law or regulation.
Notice of Exercise When you wish to exercise this Option, you must
notify the Bank by filing the proper "Notice of
Exercise" form attached hereto. Your notice must
specify how many Shares you wish to purchase. Your
notice must also specify how your Shares should
be registered (in your name only or in your and
your spouse's names as community property or as
joint tenants with right of survivorship). The
notice will be effective when it is received by
the Bank.
If someone else wants to exercise this Option
after your death, that person must prove to the
Bank's satisfaction that he or she is entitled to
do so.
Periods of Any other provision of this Agreement
Nonexercisability notwithstanding, the Bank shall have the right to
designate one or more periods of time, each of
which shall not exceed 180 days in length, during
which this Option shall not be exercisable if the
Bank determines (in its sole discretion)
that such limitation on exercise could in any way
facilitate any offering and/or issuance of
securities by the Bank, facilitate the
registration or qualification of any securities
by the Bank under the applicable laws, or
facilitate the perfection of any exemption from
the registration or qualification requirements
of any applicable securities laws for the issuance
or transfer of any securities. Such limitation on
exercise shall not alter the vesting schedule set
forth in this Agreement other than to limit the
periods during which this Option shall be
exercisable.
-3-
<PAGE>
Form of Payment When you submit your notice of exercise, you must
include payment of the Option price for the
Shares you are purchasing. Payment may be made in
one (or a combination) of the following forms:
o Your personal check, a cashier's check or a
money order.
Withholding Taxes You will not be allowed to exercise this Option
unless you make acceptable arrangements to pay
any withholding or other taxes that may be due
as a result of the Option exercise.
Restrictions on By signing this Agreement, you agree not to sell
Resale any Shares at a time when applicable laws,
regulations or Bank or underwriter trading
policies prohibit a sale. In connection with any
underwritten public offering by the Bank of its
equity securities, you agree not to sell, make any
short sale of, loan, hypothecate, pledge, grant
any Option for the purchase of, or otherwise
dispose or transfer for value or agree to engage
in any of the foregoing transactions with respect
to any Shares without the prior written consent
of the Bank or its underwriters, for such period
of time after the effective date of such
registration statement as may be requested by the
Bank or such underwriters.
In order to enforce the provisions of this
paragraph, the Bank may impose stop-transfer
instructions with respect to the Shares until the
end of the applicable stand-off period.
Transfer of Option Prior to your death, only you may exercise this
Option. You cannot transfer or assign this Option.
For instance, you may not sell this Option or use
it as security for a loan. If you attempt to do
any of these things, this Option will immediately
become invalid. You may, however, dispose of this
Option in your will.
Regardless of any marital property settlement
agreement, the Bank is not obligated to honor a
notice of exercise from your spouse or former
spouse, nor is the Bank obligated to recognize
such individual's interest in this Option in
any other way.
Shareholder Rights You, or your estate or heirs, have no rights as a
shareholder of the Bank until a certificate for
the Shares has been issued. No adjustments are
made for dividends or other rights if the
applicable record date occurs before your share
certificate is issued, except as described in the
Plan.
Adjustments In the event of a stock split, a stock dividend
or a similar change in the Bank's Common Stock,
the number of Shares covered by this
-4-
<PAGE>
Option and the exercise price per share may be
adjusted pursuant to the Plan. This Option shall
be subject to the terms of the agreement of
merger, liquidation or reorganization in the
event the Bank is subject to such corporate
activity.
Applicable Law This Agreement will be interpreted and enforced
under the laws of the State of California.
The Plan and Other The text of the Plan is incorporated in this
Agreements Agreement by reference. Certain capitalized terms
used in this Agreement and not otherwise defined
herein are defined in the Plan.
This Agreement and the Plan constitute the entire
understanding between you and the Bank regarding
this Option. Any prior agreements, commitments or
negotiations concerning this Option are
superseded.
By signing the cover sheet of this Agreement, you agree to all of the terms
and conditions described above and in the Plan.
-5-
<PAGE>
NOTICE OF EXERCISE OF STOCK OPTION
First Northern Bank of Dixon
195 N. First Street
Dixon, CA 95620
Attn: Corporate Secretary
Re: Exercise of Stock Option to Purchase Shares of Bank Common Stock
----------------------------------------------------------------
Dear Sir or Madam:
Pursuant to the Stock Option Agreement dated ____________________, 199___
(the "Stock Option Agreement"), between First Northern Bank of Dixon, a
California corporation (the "Bank"), and the undersigned, I hereby elect to
purchase _____________ shares of the common stock of the Bank (the "Shares"), at
the price of $__________ per Share. My check in the amount of $______________ is
enclosed. The Shares are to be issued in _____ certificate(s) and registered in
the name(s) of:
--------------------------
The undersigned understands there may be tax consequences as a result of
the purchase or disposition of the Shares. To the extent that an amount is
required to be withheld for any taxes that may be due as a result of this
exercise, I will comply with the Bank's requirements with respect to the payment
of such withholding. The undersigned represents that he has consulted with any
tax consultants he deems advisable in connection with the purchase or
disposition of the Shares and the Undersigned is not relying on the Bank for any
tax advice.
The undersigned acknowledges that he has received, read and understood the
Stock Option Agreement and agrees to abide by and be bound by its terms and
conditions. Dated: ________________, 19___
-----------------------------------
(Signature)
-----------------------------------
(Please Print Name)
Social Security No.
----------------
------------------------------------
------------------------------------
(Full Address)
<PAGE>
FIRST NORTHERN BANK OF DIXON
1997 EMPLOYEE STOCK PURCHASE PLAN
PARTICIPATION AGREEMENT
_____ Original Application Enrollment Date: _________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)
1. ____________________________ hereby elects to participate in the First
Northern Bank of Dixon 1997 Employee Stock Purchase Plan (the "Employee Stock
Purchase Plan") and subscribes to purchase shares of the Bank's Common Stock in
accordance with this Participation Agreement and the Employee Stock Purchase
Plan.
2. I understand that the initial Participation Period will commence on
__________________ and end on __________________.
3. I hereby authorize payroll deductions, as follows, from each paycheck on
each payday (not to exceed 10%) during the Participation Period in accordance
with the Employee Stock Purchase Plan.
$_________ per paycheck (not to exceed 10% of compensation)
4. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable purchase price determined
in accordance with the Employee Stock Purchase Plan. I understand that if I do
not withdraw from a Participation Period, any accumulated payroll deductions
will be used to automatically exercise my option.
-1-
<PAGE>
5. I have received a copy of the complete "First Northern Bank of Dixon
1997 Employee Stock Purchase Plan." I understand that my participation in the
Employee Stock Purchase Plan is in all respects subject to the terms of the
Plan.
6. Shares purchased for me under the Employee Stock Purchase Plan should be
issued in the name(s) of:
-----------------------------------------------------.
7. I understand that if I dispose of any shares received by me pursuant to
the Employee Stock Purchase Plan within 2 years after the Enrollment Date (the
first day of the Participation Period during which I purchased such shares), I
will be treated for federal income tax purposes as having received (i) ordinary
income at the time of such disposition in an amount equal to the excess of the
fair market value of the shares at the time such shares were purchased over the
price which I paid for the shares and (ii) capital gain (loss) at the time of
such disposition in an amount equal to the difference between the fair market
value of the shares on the date of disposition and their fair market value on
the date such shares were purchased. I hereby agree to notify the Bank in
writing within 30 days after the date of any such disposition and I will make
adequate provision for federal, state or other tax withholding obligations, if
any, which arise upon the disposition of the Common Stock. The Bank may, but
will not be obligated to, withhold from my compensation the amount necessary to
meet any applicable withholding obligation including any withholding necessary
to make available to the Bank any tax deductions or benefits attributable to
sale or early disposition of Common Stock by me. If I dispose of such shares at
any time after the expiration of the 2-year holding period, I understand that I
will be treated for federal income tax purposes as having received income only
at the time of such disposition, and that such income will be taxed as ordinary
income only to the extent of an amount equal to the lesser of (1) the excess of
the fair market value of the shares at the time of
-2-
<PAGE>
such disposition over the purchase price which I paid for the shares, or
(2) 15% of the fair market value of the shares on the first day of the
Participation Period. The remainder of the gain, if any, recognized on such
disposition will be taxed as capital gain.
8. I understand and agree that shares purchased pursuant to the Employee
Stock Purchase Plan may not be sold or transferred by me (except for transfers
resulting from my death) for a one-year period following the purchase of the
shares and, that during this one-year period, the shares will be held for my
account by the Plan Administrator.
9. I hereby agree to be bound by the terms of the Employee Stock Purchase
Plan. The effectiveness of this Participation Agreement is dependent upon my
eligibility to participate in the Employee Stock Purchase Plan.
10. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Employee
Stock Purchase Plan:
NAME: (Please print)
- ------------------------------------------------------------------------------
(First) (Middle) (Last)
-----
- ---------------------------- -----------------------------------------------
Relationship
-----------------------------------------------
(Address)
NAME: (Please print)
- ------------------------------------------------------------------------------
(First) (Middle) (Last)
-----
- ---------------------------- -----------------------------------------------
Relationship (Address)
-3-
<PAGE>
Employee's Social
Security Number: ________________________________________
Employee's Address: ------------------------------------------
------------------------------------------
----------------------------------------
I UNDERSTAND THAT THIS PARTICIPATION AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE PARTICIPATION PERIODS UNLESS TERMINATED BY ME IN
ACCORDANCE WITH THE EMPLOYEE STOCK PURCHASE PLAN.
Dated: _________________ _________________________________
Signature of Employee
-4-
<PAGE>
FIRST NORTHERN BANK OF DIXON
1997 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the First Northern Bank of Dixon 1997
Employee Stock Purchase Plan (the "Plan") during the Participation Period which
began on ________________, 19__ (the "Period Commencement") hereby notifies the
Bank that he or she hereby withdraws from the Plan. He or she hereby directs the
Bank to pay to the undersigned as promptly as practicable all the payroll
deductions credited to his or her account with respect to such Participation
Period. The undersigned understands and agrees that his or her right to purchase
shares for such Participation Period will be automatically terminated. The
undersigned understands further that no further payroll deductions will be made
for the purchase of shares in the current Participation Period and the
undersigned shall be eligible to participate in succeeding Participation Periods
only by delivering to the Bank a new Participation Agreement.
Name and Address of Participant
-------------------------------
-------------------------------
-------------------------------
Signature
-------------------------------
Date: _________________________
-5-
<PAGE>
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
On January 20, 2000, the Board of Directors of the Bank declared a 6%
stock dividend payable as of March 31, 2000. All income per share
amounts have been adjusted to give retroactive effect to the stock
dividend.
Earnings Per Share (EPS)
Basic and diluted earnings per share for the three month periods
ending March 31, 2000 and March 31, 1999 were computed as follows:
Three months
ended March 31
2000 1999
-----------------------------------------------------------------------------
Basic earnings per share:
Net income $ 1,122,440 $ 728,428
-----------------------------------------------------------------------------
Weighted average common shares
outstanding 3,265,549 3,275,226
-----------------------------------------------------------------------------
Basic EPS $ 0.34 $ 0.22
=============================================================================
Diluted earnings per share:
Net income $ 1,122,440 $ 728,428
-----------------------------------------------------------------------------
Denominator:
Weighted average common shares
outstanding 3,265,549 3,275,226
Incremental shares due to dilutive
stock options 22,056 5,007
-----------------------------------------------------------------------------
3,287,605 3,280,233
---------------------------------------------------------------------------
Diluted EPS $ 0.34 $ 0.22
=============================================================================
<PAGE>
FIRST NORTHERN BANK OF DIXON
195 North First Street, Dixon, California 95620
BANK HOLDING COMPANY PROPOSED--YOUR VOTE IS IMPORTANT
March 27, 2000
Dear Shareholder:
The annual meeting of shareholders of First Northern Bank of Dixon will
be held this year at the Bank's Operations Center, located at 210 Stratford
Avenue, Dixon, California, on Thursday, April 27, 2000, at 7:30 p.m.
We look forward to your attendance.
The following Proxy Statement/Offering Circular outlines the business to be
conducted at the meeting, which, in addition to the election of directors and
the ratification of KPMG LLP as the Bank's independent auditors, includes a
proposal to create a "bank holding company." YOUR BOARD OF DIRECTORS HAS
UNANIMOUSLY APPROVED THESE PROPOSALS AND WE URGE YOU TO VOTE FOR THEM.
The full description of the proposals, the reasons for them and their
possible effects are outlined at length in the Proxy Statement/Offering
Circular. We urge you to read it carefully so that you may vote your interests.
The Board of Directors of First Northern Bank of Dixon has unanimously
voted in favor of creating a "bank holding company" to be called First Northern
Community Bancorp. Under this proposal, you would exchange your Bank shares for
shares in the Holding Company. Thus, instead of owning the Bank directly, you
would own shares in the Holding Company which would own the entire economic
interest in the Bank. If the bank holding company reorganization is completed,
for each share of Bank common stock that you own, you will receive one share of
the Holding Company common stock. No surrender of your Bank share certificates
will be required as they will be deemed to constitute shares of the Holding
Company.
The reorganization will also be the subject of a fairness hearing conducted
by the Commissioner of Corporations of the State of California to be held at
2:00 p.m. on April 25, 2000, at 1390 Market Street, suite 810, San Francisco,
California, as described in the accompanying Proxy Statement/Offering Circular.
The notice of the fairness hearing is included along with the enclosed notice of
annual meeting of shareholders and Proxy Statement/Offering Circular. THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DOES NOT RECOMMEND OR
ENDORSE THE PURCHASE OF THESE SECURITIES.
This new corporate structure will give the Bank greater financial and
corporate flexibility to make acquisitions. In addition, the new structure will
allow the Bank to participate in activities through the Holding Company, which
are not permissible for the Bank to engage in directly. The Holding Company will
be permitted to engage directly in non-bank activities, such as selling
insurance and securities, providing financial consulting and investment services
and providing data processing services to other financial institutions. After
the reorganization, the nature of the business conducted by the Bank will not
change.
-1-
<PAGE>
Whether or not you plan to attend the meeting, please take the time to
complete and mail your proxy to us. If you do not indicate on your proxy how you
want to vote, your proxy will be counted as a vote in favor of the proposal. If
you fail to return your proxy, you will in effect vote against the proposal.
The proposal to create a holding company cannot be completed unless THE
COMMISSIONER OF CORPORATIONS ISSUES A PERMIT AUTHORIZING ISSUANCE OF SECURITIES
BY THE HOLDING COMPANY AND holders of a majority of the outstanding shares of
the Bank vote for it. WE STRONGLY SUPPORT THE ORGANIZATION OF A BANK HOLDING
COMPANY AND RECOMMEND THAT YOU VOTE IN FAVOR OF IT.
Thank you for your continued support.
Sincerely,
Diane P. Hamlyn Owen J. Onsum
Chairman of the Board President and Chief Executive Officer
THE SECURITIES TO BE ISSUED IN THE REORGANIZATION HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER CERTAIN STATE SECURITIES
LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS UNDER SUCH LAWS. NEITHER THE SECURITIES AND EXCHANGE
COMMISSION, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BOARD OF GOVERNORS OF
THE FEDERAL RESERVE SYSTEM, THE CALIFORNIA DEPARTMENT OF FINANCIAL INSTITUTIONS,
NOR ANY STATE SECURITIES AUTHORITIES, OTHER THAN THE CALIFORNIA DEPARTMENT OF
CORPORATIONS, HAVE APPROVED OR DISAPPROVED OF THE ISSUANCE OF THE SECURITIES TO
BE ISSUED IN THE REORGANIZATION, NOR HAVE SUCH AGENCIES PASSED UPON THE ACCURACY
OR ADEQUACY OF THE PROXY STATEMENT/OFFERING CIRCULAR. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES TO BE ISSUED IN THE REORGANIZATION ARE NOT DEPOSITS OR
ACCOUNTS, AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THE COMMISSIONER OF CORPORATIONS OF
THE STATE OF CALIFORNIA DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THESE
SECURITIES.
-2-
<PAGE>
STATE OF CALIFORNIA
-------------------
DEPARTMENT OF CORPORATIONS
--------------------------
)
In the matter of the )
Application of ) NOTICE OF HEARING
FIRST NORTHERN COMMUNITY BANCORP ) PURSUANT TO
a California corporation ) SECTION 25142
) OF THE CALIFORNIA
For the Qualification by Permit of ) CORPORATIONS CODE
its Securities Under Section 25121 )
of the Corporate Securities Law of 1968. ) File No. 506-1972
To: Shareholders of First Northern Bank of Dixon
NOTICE OF FAIRNESS HEARING
--------------------------
NOTICE IS HEREBY GIVEN that a hearing for a permit authorizing the issuance
of securities by First Northern Community Bancorp, a California corporation (the
"Holding Company"), pursuant to an Application for Qualification of Securities
under section 25121 of the California Corporate Securities Law of 1968 filed
March 6, 2000, will take place on April 25, 2000 at 2:00 p.m. in the Hearing
Room of the Department of Corporations of the State of California at 1390 Market
Street, Suite 810, San Francisco, California 94102-5303. Said hearing will be
held before Mr. William Kenefick, Acting Commissioner of Corporations of the
State of California, or any such Assistant Commissioner or Corporations Counsel
as may be designated, pursuant to the authority of section 25142 of the
California Corporations Code and will be in accordance with the provisions of
Title 10, California Administrative Code, sections 250.17 through 250.25.
FACTS GIVING RISE TO THE HEARING
--------------------------------
First Northern Bank of Dixon (the "Bank"), a California state-chartered
bank, proposes to reorganize into a bank holding company form and become a
wholly-owned subsidiary of the Holding Company ("Reorganization"), pursuant to
an Agreement and Plan of Reorganization among the Holding Company, the Bank and
FNCB Merger Corp. dated as of March 21, 2000 (the "Agreement and Plan of
Reorganization"). The following statement of facts has been supplied to the
Department of Corporations by the Holding Company. Shareholders of the Bank
would receive shares of common stock of the Holding Company in exchange for
their shares of the common stock of the Bank. It will not be necessary for
---
shareholders to surrender their Bank share certificates as such certificates,
until exchanged, will represent shares of the Holding Company. It is proposed
that this offering of common stock of the Holding Company in exchange for the
common stock of the Bank will not be registered under the Securities Act of
1933, as amended (the "Act"), in reliance upon the exemption from registration
set forth in section 3(a)(10) of the Act. Accordingly, the Holding Company has
requested a permit from the California Commissioner of Corporations following a
public hearing (which hearing is the subject of this Notice), conducted pursuant
to section 25142 of the California Corporate Securities Laws of 1968.
-1-
<PAGE>
For further information concerning the Exchange, reference is made to the
Application for Qualification of Securities of the Holding Company and exhibits
filed therewith at the San Francisco office of the Department of Corporations on
March 6, 2000, File No. 506-1972 (the "Application"). The Proxy
Statement/Offering Circular (attached to the Application as Exhibit B) contains
a detailed explanation of the terms of the proposed Exchange, as well as
financial statements of the Holding Company and the Bank. The information
contained in the Proxy Statement/Offering Circular being sent to the
Shareholders of the Bank is hereby incorporated herein by reference.
THE HEARING
-----------
Any interested person may be present at the hearing and may, but need not,
be represented by counsel. Such person will be given an opportunity to be heard.
Any interested person will be entitled to the issuance of subpoenas to compel
the attendance of witnesses and the production of books, documents, and other
items by applying to the Department of Corporations, 1390 Market Street, Suite
810, San Francisco, CA 94102-5303, Attn: Roger Borgen, Esq., Senior Corporations
Counsel, if reasonably, properly and timely requested. If you are interested in
said matter and decide to do so, you may appear in favor of, or in opposition
to, the granting of such Permit. If you are unable to attend, correspondence
regarding this hearing may be directed to the Department of Corporations, 1390
Market Street, Suite 810, San Francisco, CA, 94102-5303, Attn: Roger Borgen,
Esq., Senior Corporations Counsel.
The hearing will be based upon the Application and all papers and documents
filed in connection therewith. The hearing will be for the purpose of enabling
the Commissioner of Corporations to determine the fairness of the terms and
conditions of the Exchange. Section 25142 of the California Corporations Code
authorizes the Commissioner of Corporations to hold such a meeting when
securities will be issued in exchange for other outstanding securities, to
approve the terms and conditions of such issuance and exchange, and to determine
whether such terms and conditions are fair, just and equitable.
APPROVAL OF THE EXCHANGE BY THE COMMISSIONER OF CORPORATIONS WILL NOT
SIGNIFY AN ENDORSEMENT OR RECOMMENDATION BY THE COMMISSIONER OF CORPORATIONS.
The shareholders of the Bank will have the opportunity to vote to accept or
reject the Reorganization at the annual meeting of shareholders to be held by
the Bank on April 27, 2000.
Dated: March 27, 2000
San Francisco, California.
WILLIAM KENEFICK
Acting Commissioner of Corporations
By /s/ Roger Borgen
--------------------------------
Roger Borgen, Esq.
Senior Corporations Counsel
-2-
<PAGE>
FIRST NORTHERN BANK OF DIXON
195 North First Street, Dixon, California 95620
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 27, 2000
To the Shareholders of First Northern Bank of Dixon:
The Meeting of Shareholders of First Northern Bank of Dixon will be held at
the First Northern Bank Operations Center, 210 Stratford Avenue, Dixon,
California 95620, on Thursday, April 27, 2000 at 7:30 p.m. to:
1. Elect the following eleven (11) directors to serve until the next
annual meeting of Shareholders and until their successors are elected
and qualified:
Lori J. Aldrete William H. Jones, Jr.
Frank J. Andrews, Jr. Foy S. McNaughton
John M. Carbahal Owen J. Onsum
Gregory DuPratt David W. Schulze
John F. Hamel Thomas S. Wallace
Diane P. Hamlyn
2. Ratify the appointment by the Board of Directors of KPMG LLP to act as
independent auditors of the Bank for the year ending December 31, 2000.
3. Consider and vote upon a proposal to organize a bank holding company
for the Bank in a transaction in which the existing shareholders of the
Bank would become the shareholders of the Holding Company.
4. Act upon such other matters as may properly come before such meeting or
any adjournment or postponement thereof.
All of the above matters are more fully described in the accompanying Proxy
Statement.
Shareholders of record at the close of business February 29, 2000, are
entitled to notice of and to vote at the Meeting or any postponement or
adjournment thereof.
You are strongly encouraged to attend the Meeting and also to complete,
sign, date and return as promptly as possible, the proxy submitted herewith in
the return envelope provided for your use whether or not you plan to attend the
meeting in person. The giving of such proxy will not affect your right to revoke
such proxy or to vote in person, should you later decide to attend the Meeting.
BY ORDER OF THE
BOARD OF DIRECTORS
Diane P. Hamlyn Owen J. Onsum
Chairman of the Board President and Chief Executive Officer
Dated: March 27, 2000
- -------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY SO
THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES.
- -------------------------------------------------------------------------------
-1-
<PAGE>
FIRST NORTHERN BANK OF DIXON
195 North First Street, Dixon California 95620
PROXY STATEMENT
FIRST NORTHERN COMMUNITY BANCORP
OFFERING CIRCULAR
This Proxy Statement/Offering Circular is furnished to the shareholders of
First Northern Bank of Dixon (the "Bank") in connection with the solicitation of
proxies to be used in voting at the Meeting of Shareholders of the Bank to be
held on April 27, 2000, at 210 Stratford Avenue, Dixon, California at 7:30 p.m.,
and at any adjournment or postponement thereof (the "Meeting").
This Proxy Statement/Offering Circular outlines the business to be
conducted at the Meeting, which, in addition to the election of directors and
the ratification of KPMG LLP as the Bank's independent auditors, includes a
proposal to create a "bank holding company" named First Northern Community
Bancorp (the "Holding Company"), a California corporation. Under the bank
holding company proposal, each shareholder of common stock of the Bank would
receive for each share of stock in the Bank one share of common stock in the
Holding Company (the "Reorganization"). The full description of the proposals,
the reasons for them and their possible effects are outlined at length in this
Proxy Statement/Offering Circular.
This Proxy Statement also constitutes an offering circular of the Holding
Company with respect to up to 3,082,640 shares of common stock of the Holding
Company, and the solicitation of shareholders of the Bank to ratify and approve
the Reorganization constitutes an offering by the Holding Company of the shares
of its common stock to be issued in connection with the Reorganization. This
transaction is exempt from the registration requirements under the Securities
Act of 1933, as amended (the "Securities Act"), by reason of the exemption set
forth in Section 3(a)(10) thereof.
No person has been authorized to give any information or to make any
representations not contained in this Proxy Statement/Offering Circular, and, if
given or made, such information or representations should not be relied upon as
having been authorized. This Proxy Statement/Offering Circular does not
constitute an offer to sell, or the solicitation of a proxy, to or from any
person in any jurisdiction where it is unlawful to make such offer or
solicitation of a proxy. Neither the delivery of this Proxy Statement/Offering
Circular nor any distribution of the securities made under this Proxy
Statement/Offering Circular shall, under any circumstances, create an
implication that there has been no change in the affairs of the Bank or the
Holding Company since the date of this Proxy Statement/Offering Circular.
---------------------------
THE SECURITIES TO BE ISSUED IN THE REORGANIZATION HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER CERTAIN STATE SECURITIES
LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS
UNDER SUCH LAWS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION, THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM, THE CALIFORNIA DEPARTMENT OF FINANCIAL INSTITUTIONS, NOR ANY
STATE SECURITIES AUTHORITIES, OTHER THAN THE CALIFORNIA DEPARTMENT OF
CORPORATIONS, HAVE APPROVED OR DISAPPROVED OF THE ISSUANCE OF THE SECURITIES TO
BE ISSUED IN THE REORGANIZATION, NOR HAVE SUCH AGENCIES PASSED UPON THE ACCURACY
OR ADEQUACY OF THE PROXY STATEMENT/OFFERING CIRCULAR. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-2-
<PAGE>
THE SECURITIES TO BE ISSUED IN THE REORGANIZATION ARE NOT DEPOSITS OR
ACCOUNTS, AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THE COMMISSIONER OF CORPORATIONS OF
THE STATE OF CALIFORNIA DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THESE
SECURITIES.
---------------------------
The date of this Proxy Statement/Offering Circular is March 27, 2000.
This Proxy Statement/Offering Circular and the enclosed Proxy are being
mailed to the Bank's shareholders on or about March 27, 2000.
-3-
<PAGE>
FIRST NORTHERN BANK OF DIXON
Proxy Statement/Offering Circular
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION 7
INTRODUCTION 9
Voting Rights and Vote Required 9
Voting of Proxies; Quorum 10
Revocability of Proxy 10
PROPOSAL 1 - ELECTION OF DIRECTORS 10
Nominees 10
Committees of the Board of Directors of the Bank 12
Board of Directors Meetings 12
Compensation of Directors 13
EXECUTIVE COMPENSATION 14
Summary Compensation Table 14
Stock Options 14
Employment Agreements 16
Profit Sharing Plan 16
Stock Option Plan 17
Certain Transactions 17
Employee Stock Purchase Plan 17
Compensation Committee Interlocks and Insider Participation 18
Report of the Compensation Committee of the Board of Directors
on Executive Compensation 18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT 20
Section 16(a) Beneficial Ownership Reporting Compliance 22
Stock Performance Graph 22
PROPOSAL 2 - RATIFICATION OF AUDITORS 22
PROPOSAL 3 - ORGANIZATION OF A BANK HOLDING COMPANY 23
Summary 23
Bank Holding Company 23
Shareholder Approval 24
What Should Shareholders Do? 24
Directors Approval 24
No Dissenters' Appraisal Rights 24
The Companies 25
The One-For-One Exchange Ratio and Market Value 25
Per Share Summary of the Bank and Pro Forma per Share
Summary of the Holding Company 25
Management 26
Board of Directors 26
Holding Company Option and Stock Purchase Plans 26
-4-
<PAGE>
Differences between Holding Company Stock and Bank Stock 26
Anti-Takeover Provisions 26
Certain Federal Income and California Tax Consequences 27
Dividends 28
Risk Factors 28
The Holding Company's Financial Condition 28
Banking Institutions 28
Anti-Takeover Provisions 28
Bank Holding Company Reorganization 29
Reasons for the Proposal 29
Description of the Reorganization 29
Conversion of Shares and Exchange of stock Certificates 29
Regulatory Approvals 30
Affiliate Restrictions 30
Conditions of Consummation 30
Other Considerations 31
Expenses 31
Certain Federal Income and California Tax Consequences 32
No Appraisal Rights for Dissenting Shareholders 32
Accounting Treatment 33
Anti-Takeover Measures 33
The Purpose of the Anti-Takeover Provisions 33
Summary of Fair Price and Supermajority Vote Provisions 33
Consideration of Non-Monetary Factors 35
Director Qualification and Nomination Procedures 35
Cumulative Voting 36
Additional Considerations 36
Market Prices of Stock 37
The Holding Company 37
The Bank 37
Dividends 37
The Holding Company 37
The Bank 38
Capitalization 38
Financial Statements 39
History and Business of the Holding Company 39
General 39
Employees 39
Board of Directors 39
Remuneration of Directors and Officers 40
Indemnification 40
History and Business of the Bank 41
General 41
Competition 42
Employees 43
Property 43
Year 2000 43
Litigation 43
Board of Directors and Officers 43
Compensation of Executive Officers and Directors 43
Executive Officers' and Directors' Compensation 43
Committees and Meetings of the board of Directors 43
Certain Transactions 44
-5-
<PAGE>
Supervision and Regulation 44
Holding Company Regulation 44
Capital 44
Additional Regulation 45
Dividend Regulation 45
Government Policies and Legislation 46
Recently Enacted Legislation 46
Comparative Description of Common Stock 47
General 47
Authorized Capital 47
Voting Rights 48
Liquidation Rights 48
Preemptive Rights 48
Cumulative Voting 48
Indemnification 48
Dividend Rights 49
State Anti-Takeover Statute 49
Anti-Takeover Provisions 49
Reports 50
Legal Opinion 50
Shareholder Proposals 50
Other Matters 51
ANNEX I Agreement and Plan of Reorganization and Agreement of Merger 52
ANNEX II Articles of Incorporation of First Northern Community Bancorp 57
-6-
<PAGE>
AVAILABLE INFORMATION
The Bank is subject to the requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith, files
reports, proxy statements and other information with the Federal Deposit
Insurance Corporation (the "FDIC"). Copies of such reports, proxy statements,
the Bank's annual disclosure statement required by Part 350 of the FDIC's
regulations and other information can be obtained without charge by contacting
James S. Duke, Corporate Secretary, First Northern Bank of Dixon, 195 North
First Street, Dixon, California 95620, (707) 678-3041.
The following documents which were previously filed or which will be
filed with the FDIC pursuant to the Exchange Act and are incorporated herein by
reference:
The Bank's Annual Report on Form 10-K for the year ended December 31, 1999
(to be filed); the Bank's Annual Report on Form 10-K for the year ended
December 31, 1998; and the Bank's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1999; all other reports
filed with the FDIC under the Exchange Act after the date of this Proxy
Statement/Offering Circular.
The Holding Company is a newly formed corporation organized at the
direction of the Bank's Board of Directors for the purpose of acquiring voting
control of the Bank and thereby becoming a bank holding company. For further
information with respect to the Reorganization, reference is made to the
Agreement and Plan of Reorganization which is incorporated by reference herein
and attached as Annex I. As a newly formed corporation, the Holding Company has
not been subject to the requirements of the Exchange Act, and there is currently
no public market for its common stock. However, pursuant to the Reorganization,
the Bank's reporting obligations to the FDIC will cease, and the Holding Company
will assume reporting responsibilities with the Securities and Exchange
Commission under the Exchange Act, which are similar to the responsibilities
previously performed by the Bank with respect to the FDIC.
The Holding Company has filed with the California Department of
Corporations an application (together with any exhibits, amendments or
supplements thereto, the "Application") for a fairness hearing pursuant to
Section 21542 of the California Corporations Code and for a permit to authorize
the issuance of the shares of the common stock of the Holding Company to be
issued by it in connection with the Reorganization described in this Proxy
Statement/Offering Circular. This Proxy Statement/Offering Circular constitutes
part of the Application covering the shares to be offered pursuant to the
Reorganization by the Holding Company. This Proxy Statement/Offering Circular
does not contain all the information set forth in the Application and the
exhibits thereto, certain portions of which have been omitted pursuant to the
rules and regulations of the California Department of Corporations. The
additional information may be inspected at the Division of Securities Regulation
of the California Department of Corporations, 1390 Market Street, Suite 810, San
Francisco, California 94102-5303 and at any branch location of the Bank.
Statements contained in this Proxy Statement/Offering Circular as to the
contents of any contract or document referred to herein are not necessarily
complete and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Application, each such statement being
qualified in all respects by such reference.
This Proxy Statement/Offering Circular incorporates documents by reference,
certain of which are attached to this Proxy Statement/Offering Circular. The
Holding Company documents not attached (other than exhibits to such documents
unless such exhibits are specifically incorporated by reference) are available
to any person, including any beneficial owner to whom this Proxy
Statement/Offering Circular is delivered, without charge, upon request to: James
S. Duke, Corporate Secretary, First Northern Community Bancorp, 195 North First
Street, Dixon, California 95620, (707) 678-3041. The Bank documents not attached
(other than exhibits to such documents, unless such documents are specifically
incorporated by reference) are available to any person, including any beneficial
owner to whom this Proxy Statement/Offering Circular is delivered, without
charge, upon request to James S. Duke, Corporate Secretary, First Northern Bank
of Dixon, 195 North First Street, Dixon, California 95620, (707) 678-3041. The
Application documents not attached (other than exhibits to such documents,
unless such documents are specifically incorporated by reference) are available
to any person, including any beneficial owner to whom this Proxy
Statement/Offering Circular is delivered, without charge, upon
-7-
<PAGE>
request to James S. Duke, Corporate Secretary, First Northern Bank of
Dixon, 195 North First Street, Dixon, California 95620, (707) 678-3041. In order
to ensure timely delivery of the documents, any requests to either the Holding
Company or the Bank should be made by April 20, 2000.
No person has been authorized to give any information or to make any
representation other than those contained in this Proxy Statement/Offering
Circular in connection with the solicitation of proxies or the offering of the
securities made hereby and, if given or made, such information or representation
must not be relied upon as having been authorized by the Bank, the Holding
Company or any other person. This Proxy Statement/Offering Circular does not
constitute any offer to sell, or a solicitation of any offer to buy, any
securities, or the solicitation of a proxy, in any jurisdiction to or from any
person to or from whom it is not lawful to make any such offer or solicitation
in such jurisdiction.
Neither the delivery of this Proxy Statement/Offering Circular nor any
distribution of securities made hereunder shall, under any circumstances, create
an implication that there has been no change in the affairs of the Bank or the
Holding Company since the date hereof or that the information herein is correct
as of any time subsequent to the date hereof.
This Proxy Statement/Offering Circular contains various forward-looking
statements, usually containing the words "estimate," "project," "expect,"
"objective," "goal," or similar expressions and includes assumptions concerning
the Bank's operations, future results and prospects. These forward-looking
statements are based upon current expectations and are subject to risk and
uncertainties. In connection with the "safe-harbor" provisions of the private
Securities Litigation Reform Act of 1995, the Bank and the Holding Company
provide the following cautionary statement identifying important factors which
could cause the actual results of events to differ materially from those set
forth in or implied by the forward-looking statements and related assumptions.
Such factors include the following: (i) changes in regional and national
economic conditions; (ii) significant changes in interest rates and prepayment
speeds; (iii) credit risks of commercial, real estate, consumer, and other
lending activities; (iv) changes in federal and state banking regulations;
(v) the impacts of the year 2000 issue; and (vi) other external developments
which could materially impact the Bank's operational and financial performance.
Readers are cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date hereof. The Bank has no obligation
to update any forward-looking statements to reflect events or circumstances
arising after the date on which they are made.
-8-
<PAGE>
INTRODUCTION
This Proxy Statement is furnished to the shareholders of First Northern
Bank of Dixon (the "Bank") in connection with the solicitation of proxies to be
used in voting at the Meeting of shareholders to be held on April 27, 2000, at
210 Stratford Avenue, Dixon, California at 7:30 p.m., and at any adjournment or
postponement thereof (the "Meeting"). All expenses incidental to the preparation
and mailing, or otherwise making available to all shareholders of the notice,
Proxy Statement and formal Proxy are to be paid by the Bank.
The enclosed Proxy is solicited by the Board of Directors of the Bank. This
Proxy Statement and the enclosed Proxy are being mailed to the Bank's
shareholders on or about March 27, 2000.
This Proxy Statement/Offering Circular outlines the business to be
conducted at the Meeting, which, in addition to the election of directors and
the ratification of KPMG LLP as the Bank's independent auditors and includes a
proposal to create a "bank holding company" named First Northern Community
Bancorp (the "Holding Company"), a California corporation. Under the bank
holding company proposal, each shareholder of common stock of the Bank would
receive for each share of Bank common stock, one share of common stock in the
Holding Company (the "Reorganization"). The full description of the proposals,
the reasons for them and their possible effects are outlined at length in this
Proxy Statement/Offering Circular.
Voting Rights and Vote Required
Only shareholders of record at the close of business on February 29, 2000
(the "Record Date"), will be entitled to vote in person or by proxy. On that
date, there were 3,082,640 shares of common stock outstanding and entitled to
vote.
Shareholders of common stock of the Bank are entitled to one vote for each
share held, except that in the election of Directors, under California law, and
the bylaws of the Bank, each shareholder may be eligible to exercise cumulative
voting rights and may be entitled to as many votes as shall equal the number of
shares of common stock held by such shareholder multiplied by the number of
Directors to be elected, and such shareholder may cast all of such votes for a
single nominee or may distribute them among two or more nominees. No
shareholder, however, shall be entitled to cumulate votes (in other words, cast
for any candidate a number of votes greater than the number of shares of common
stock held by such shareholder multiplied by the number of Directors to be
elected) unless the name(s) of the candidate(s) has (have) been placed in
nomination prior to the voting in accordance with Article III, Section 21 of the
Bank's bylaws (which requires that nominations made other than by the Board of
Directors be made at least 30 and not more than 60 days before the meeting) and
a shareholder has given notice to the Bank of an intention to cumulate votes
prior to the voting according to Article II, Section 12 of the Bank's bylaws. If
any shareholder has given such notice, all shareholders may cumulate their votes
for candidates in nomination, in which event votes represented by Proxies
delivered pursuant to this Proxy Statement/Offering Circular may be cumulated,
in the discretion of the proxy holders, in accordance with the recommendation of
the Board of Directors. Discretionary authority to cumulate votes in such event
is, therefore, solicited in this Proxy Statement/Offering Circular.
The vote required to approve each proposal is as follows:
o In the election of directors, the eleven nominees receiving the
highest number of votes will be elected.
o Approval of the selection of the independent auditors will require
the affirmative vote of a majority of the shares represented at
the Meeting.
o Approval of proposal 3 will require the affirmative vote of a
majority of the outstanding shares.
Abstentions and broker "non-votes" (shares as to which brokerage firms have
not received timely voting instructions from their clients and therefore do not
have the authority to vote at the Meeting) will not count as votes in favor of
the election of directors or any of the other proposals.
-9-
<PAGE>
Voting of Proxies; Quorum
The shares represented by all properly executed proxies received in time
for the Meeting will be voted in accordance with the shareholders' choices
specified therein; provided, however, that where no choices have been specified,
the shares will be voted "FOR" the election of the eleven nominees for Director
recommended by the Board of Directors, "FOR" the ratification of the appointment
of KPMG LLP as independent auditors, and "FOR" proposal 3; and, at the proxy
holder's discretion, on such other matters, if any, which may properly come
before the Meeting (including any proposal to adjourn the Meeting). A majority
of the shares entitled to vote, represented either in person or by a properly
executed Proxy, will constitute a quorum at the Meeting. Abstentions and broker
"non-votes" are each included in the determination of the number of shares
present and voting for purposes of determining the presence of a quorum. A
broker "non-vote" occurs when a nominee holding shares for a beneficial owner
does not have discretionary voting power with respect to that item and has not
received instructions from the beneficial owner. Abstentions will be included in
tabulations of the votes cast on proposals presented to the shareholders and
therefore will have the effect of a negative vote. Broker "non-votes" will not
be counted for purposes of determining the number of votes cast for a proposal.
Revocability of Proxy
A Shareholder using the enclosed proxy may revoke the authority conferred
by the proxy at any time before it is exercised by delivering written notice of
revocation to the Secretary of the Corporation or a duly executed proxy bearing
a later date, or by appearing and voting by ballot in person at the Meeting. In
the event that signed proxies are returned without voting instructions, proxies
will be voted in favor of the actions to be voted upon.
PROPOSAL 1
----------
ELECTION OF DIRECTORS
At the Meeting it will be proposed to elect eleven directors of the Bank,
each to hold office until the next annual meeting and until successors shall be
elected and qualified. It is the intention of the proxy holders named in the
enclosed Proxy to vote such Proxies (except those containing contrary
instructions) for the eleven nominees named below.
Pursuant to Article III, Section 21 of the bylaws of the Bank, director
nominations, other than those made by the Board of Directors, shall be made by
notification in writing delivered or mailed to the President of the Bank not
less than 30 days or more than 60 days prior to any meeting of shareholders
called for election of directors. The provision also requires that the notice
contain detailed information necessary to determine if the nominee is qualified
under Article III, Section 20 of the bylaws. Nominations not made in accordance
with the procedure set forth in Section 21 of the Bank's bylaws may, in the
discretion of the Chairman of the Meeting, be disregarded, and, upon his
instruction, the inspectors of election shall disregard all votes cast for such
nominee(s). A copy of Sections 20 and 21 of the Bank's bylaws may be obtained by
sending a written request to James S. Duke, Corporate Secretary, First Northern
Bank of Dixon, 195 North First Street, Dixon, California, 95620.
The Board does not anticipate that any of the nominees will be unable to
serve as a director of the Bank, but if that should occur before the Meeting,
the proxy holders, in their discretion, upon the recommendation of the Bank's
Board of Directors, reserve the right to substitute as nominee and vote for
another person of their choice in the place and stead of any nominee unable so
to serve. The proxy holders reserve the right to cumulate votes for the election
of directors and cast all of such votes for any one or more of the nominees, to
the exclusion of the others, and in such order of preference as the proxy
holders may determine in their discretion, based upon the recommendation of the
Board of Directors.
Nominees
The following table sets forth each of the nominees for election as a
director, their age, and the period during which they have served as a director
of the Bank.
-10-
<PAGE>
<TABLE>
<CAPTION>
Name Age Position with the Bank Director Since
- ---- --- ---------------------- --------------
<S> <C> <C> <C>
Lori J. Aldrete 53 Director 1995
Frank J. Andrews, Jr. 51 Director 1993
John M. Carbahal 45 Director 1996
Gregory DuPratt 46 Director 1996
John F. Hamel 59 Director 1975
Diane P. Hamlyn 56 Chairman of the Board 1985
William H. Jones, Jr. 63 Director 1975
Foy S. McNaughton 49 Director 2000
Owen J. Onsum 55 President, CEO and Director 1996
David W. Schulze 55 Director 1978
Thomas S. Wallace 64 Director 1992
</TABLE>
Lori J. Aldrete is Vice President/Corporate Communications for Catholic
Healthcare West ("CHW"). Headquartered in San Francisco, CHW has 47 hospitals in
California, Arizona and Nevada. The CHW healthcare system includes Mercy
Healthcare Hospitals in Sacramento and Woodland Memorial Hospital. Ms. Aldrete
has worked in healthcare marketing and communications since 1986 and has been a
resident of Davis since 1979. Ms. Aldrete is a member of the Bank's Audit,
Management and Marketing Committees.
Frank J. Andrews, Jr. is President of Andrews, Lando & Associates, a real
estate development firm established in 1990, and Manager of Gainsbourgh-Classics
LLC since January 1999. Prior to that time, Mr. Andrews was President of Andrews
Management Services for three years and Vice President of Amos & Andrews, Inc.,
for fifteen years, also real estate development companies. Andrews Management
Services and Amos & Andrews, Inc. are also real estate development companies.
Mr. Andrews is a member of the Bank's Loan and Management Committees.
John M. Carbahal is a Certified Public Accountant and is a principal and
shareholder of Carbahal & Company, Inc., an Accountancy Corporation. Mr.
Carbahal is member of the Bank's Audit, Loan and Marketing Committees.
Gregory DuPratt is Vice President/Sales Manager of Ron DuPratt Ford, an
automobile dealership and family business located in Dixon. Mr. DuPratt is
member of the Bank's Audit, Compensation, Marketing and Profit Sharing
Committees.
John F. Hamel served as the President and Chief Executive Officer of First
Northern Bank of Dixon from 1975 to 1996. Mr. Hamel is presently managing family
agricultural properties. Mr. Hamel is a member of the Bank's Loan and Profit
Sharing Committees.
Diane P. Hamlyn is the President and Founder of Davisville Travel, a full
service travel agency. Davisville Travel was established in 1977. Ms. Hamlyn is
a member of the Bank's Compensation, Loan and Management Committees.
William H. Jones, Jr. is the owner/operator of a family row crop farming
operation. Mr. Jones lives in Dixon, and has farmed in the Dixon area since
1962. Mr. Jones is a member of the Bank's Marketing Committee.
Foy S. McNaughton is the President and Chief Executive Officer of
McNaughton Newspapers--Davis Enterprise, Daily Republic, Mountain Democrat
(Placerville), Winters Express and Life Newspapers (El Dorado Hills and Cameron
Park) a position he has held since 1985. He has served as the Publisher of the
Fairfield Daily Republic since 1995. Mr. McNaughton has been a resident of Davis
since 1973.
Owen J. Onsum has been President and Chief Executive Officer of First
Northern Bank of Dixon January 1, 1997. He served as Executive Vice President of
First Northern Bank of Dixon from 1982 to 1996. Mr. Onsum has worked for First
Northern since 1972 and has lived in Dixon since 1971. Mr. Onsum is a member of
the Bank's Loan, Management, Marketing and Profit Sharing Committees.
-11-
<PAGE>
David W. Schulze is the owner/operator of a family row crop farming
operation. Prior to assuming that position, Mr. Schulze was involved in property
management and apartment ownership. Mr. Schulze is a member of the Bank's
Compensation, Loan and Management Committees.
Thomas S. Wallace is Vice President of Wallace-Kuhl Associates, Inc., a
geotechnical engineering firm. From 1984 to 1989, Mr. Wallace was Managing
Partner of this West Sacramento based firm. Mr. Wallace is a member of the
Bank's Audit and Management Committees.
None of the directors of the Bank were selected pursuant to arrangements or
understandings other than with the directors and shareholders of the Bank acting
within their capacity as such. There are no family relationships between any of
the directors, and none of the directors serve as a director of any company
which has a class of securities registered under, or subject to periodic
reporting requirements of, the Securities Exchange Act of 1934, as amended, or
any company registered as an investment company under the Investment Company Act
of 1940.
Committees of the Board of Directors of the Bank
The Bank has a standing Audit Committee composed of Lori J. Aldrete, John
M. Carbahal, Gregory DuPratt and Thomas S. Wallace. The Audit Committee reviews
and oversees the internal audit results for the Bank. The Audit committee of the
Bank held six meetings during 1999.
The Bank has a standing Management Committee composed of Lori J. Aldrete,
Frank J. Andrews, Diane P. Hamlyn, Owen J. Onsum, David W. Schulze and Thomas S.
Wallace. The Management Committee held two meetings during 1999 for the purpose
of considering the Bank's strategic and personnel issues and reviewing the
annual budget.
The Bank has a standing Loan Committee composed of Frank J. Andrews, John
M. Carbahal, John F. Hamel, Diane P. Hamlyn, Owen J. Onsum and David W. Schulze.
The Loan Committee held 12 meetings during 1999 for the purpose of approving
loans and loan policy.
The Bank has a standing Profit Sharing Committee composed of Gregory
DuPratt, John F. Hamel and Owen J. Onsum. The Profit Sharing Committee held no
meetings during 1999 for the purpose of considering plan administration and
investments.
The Bank has a standing Marketing Committee composed of Lori J. Aldrete,
John M. Carbahal, Gregory DuPratt, William H. Jones, Jr. and Owen J. Onsum. The
Marketing Committee held one meeting during 1999 for the purpose of considering
the Bank's marketing plan.
The Bank has a standing Compensation Committee composed of Gregory DuPratt,
Diane P. Hamlyn and David W. Schulze. The Compensation Committee held two
meetings during 1999 for the purpose of reviewing and recommending to the Bank's
Board of Directors the Bank's compensation objectives and policies and
administering the Bank's stock plans.
The Bank has several other committees that meet on an as-needed basis. The
Bank does not have a nominating committee. The Board of Directors performs this
function. The procedures for nominating directors, other than by the Board of
Directors itself, are set forth in this Proxy Statement. The Bank's nomination
procedure is designed to give the Board of Directors advance notice of competing
nominations, if any, and the qualifications of nominees, and may have the effect
of precluding third-party nominations if not followed.
Board of Directors Meetings
In 1999, the Bank's Board of Directors held 12 regularly scheduled
meetings. Each director attended at least 75% of the aggregate of: (1) the total
number of meetings of the Board of Directors held during the period for which he
or she has been a director; and (2) the total number of meetings of committees
of the Board of Directors on which he or she served during the period for which
he or she served.
-12-
<PAGE>
Compensation of Directors
Each outside director received $800 for each Board of Directors meeting
attended, and $200 per committee meeting attended. The Bank paid a total of
$111,800 in Directors' fees during 1999.
In 1997, the Board of Directors and shareholders of the Bank approved the
Bank's Outside Directors 1997 Nonstatutory Stock Option Plan (the "Outside
Director's Plan"). Under the Outside Director's Plan, upon election or
appointment to the Bank's Board of Directors, directors who are not officers or
employees of the Bank receive an automatic, one-time grant of options to
purchase 6,615 shares of the Bank's stock at an exercise price equal to the fair
market value of the common stock on the date of grant. The options to purchase
shares of the Bank's stock vest 20% on the date of grant and annually thereafter
at the rate of 20% per year. As of December 31, 1999, there were options
outstanding under the Outside Director's Plan to purchase an aggregate of 59,535
shares of the Bank's common stock at an exercise price of $11.11 per share. The
market price of the Bank's stock at December 31, 1999 was $13.625 per share. The
Bank also pays the premiums on a $25,000 term life insurance policy on the life
of each outside director of the Bank. Each director's stated beneficiary
receives the proceeds from the life insurance policy. Annual premiums for each
policy range from $593.76 to $1,213.32.
The Bank plans to continue the payment of such fees for regular meetings of
the Board and of the Committees of the Board. No other arrangements exist for
compensation of the Bank's directors.
-13-
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the aggregate remuneration for the services
in all capacities paid by the Bank during 1997, 1998 and 1999 to the Chief
Executive Officer and each of the three highest paid Executive Officers of the
Bank whose total annual salary and bonus exceeded $100,000 ("Named Executive
Officers").
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------- Awards
------
Securities
Name and Fiscal Underlying All Other
Principal Position Year Salary ($) Bonus ($) Other ($) Options(#)(3) Compensation (1)
- ------------------ ------ ---------- ---------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Owen J. Onsum 1999 $182,163 $151,338 12,390 $22,113
President, Chief 1998 $173,609 $ 17,037 21,000 $22,389
Executive Officer, and 1997 $157,058 $ 155 6,617 $ 8,335
Director
Donald J. Fish 1999 $111,363 $ 37,084 6,300 $17,289
Senior Vice President, 1998 $106,060 $ 10,474 $ 2,780(2) 14,700 $16,038
Senior Credit Officer 1997 $101,030 $ 155 $13,691(2) 6,615 $ 2,480
Robert M. Walker 1999 $ 99,466 $ 33,068 6,300 $15,448
Senior Vice President, 1998 $ 95,713 $ 9,379 10,500 $14,575
Branch Administrator 1997 $ 92,936 $ 155 6,615 $ 5,824
Louise A. Walker 1999 $ 97,154 $ 32,352 6,300 $15,274
Senior Vice 1998 $ 85,878 $ 8,481 10,500 $13,411
President/Cashier 1997 $ 80,040 $ 155 6,615 $ 5,440
- --------------------------
<FN>
(1) Consists of contributions allocated from the Bank's Profit Sharing Plan
and Trust Agreement and payments of health insurance premiums.
(2) Consists of reimbursement for Mr. Fish's relocation expenses.
(3) Adjusted to reflect a two-for-one stock split on August 31, 1998 and a five percent stock dividend on
February 27, 1998 and February 26, 1999.
</FN>
</TABLE>
Stock Options
The following table sets forth certain information regarding options
granted during the fiscal year ended December 31, 1999 to the Bank's Named
Executive Officers. No options granted to Named Executive Officers were
exercised during fiscal 1999.
-14-
<PAGE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Number of Percent of Total
Securities Options Granted to Grant Date
Underlying Options Employees in Exercise or Base Expiration Present
Granted (1) Fiscal Year (2) Price ($/share)(3) Date(4) Value(5)
------------ --------------- ----------------- ---------- -----------
Name
<S> <C> <C> <C> <C> <C>
Owen J. Onsum 12,390 37% $12.86 1/7/09 $82,531
Donald J. Fish 6,300 19% $12.86 1/7/09 $41,965
Robert M. Walker 6,300 19% $12.86 1/7/09 $41,965
Louise A. Walker 6,300 19% $12.86 1/7/09 $41,965
- ------------------------------
<FN>
(1) Options are incentive stock options and vest over a five year period
commencing on the date of grant at the rate of 20% per year and are
adjusted to reflect a five percent stock dividend declared on February 26,
1999.
(2) Based on options to purchase an aggregate of 33,390 shares of common stock
granted to employees during the fiscal year ended December 31, 1999.
(3) The exercise price per share of the options granted represents the fair
market value of the underlying common stock on the date of grant as
determined by the Board of Directors.
(4) The options have a term of ten years, subject to earlier termination in
certain events related to termination of employment.
(5) The present value of the options was estimated at the date of grant using a
variation of the Black-Scholes option pricing model, which includes the
following assumptions: a weighted average risk-free interest rate of 6.39%,
an expected volatility of 23 percent, a weighted average expected option
life of the LTIP of 10 years and expected dividend yield of zero. The
weighted average grant date present value of the options granted during
1999 was $6.66 per option. The exercise price of each option equals the
fair market value of the Bank's common stock on the date of grant.
</FN>
</TABLE>
-15-
<PAGE>
The following table sets forth certain information regarding the value
of options held by Named Executive Officers at the end of 1999.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year(1)
and Fiscal Year-End Option Values
Securities Underlying Unexercised Value of Unexercised
Options at In-the Money Options at
December 31, 1999(#) December 31, 1999($)(2)
Name and Principal Position Exercisable Unexercisable Exercisable Unexercisable
- --------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Owen J. Onsum 14,847 25,158 $6,533 $11,479
President, Chief Executive Officer
and Director
Donald J. Fish 11,109 16,506 $5,311 $7,317
Senior Vice President,
Senior Credit Officer
Louise A. Walker 9,429 13,896 $5,118 $7,028
Senior Vice President/Chief Financial
Officer/
Cashier
Robert M. Walker 9,429 13,986 $5,118 $7,028
Senior Vice President,
Branch Administrator
- ------------------------------------------------------------------------------------------------------------------------
<FN>
(1) No options were exercised in 1999 by the Named Executive Officers.
(2) Calculated on the basis of the fair market value of the underlying
securities at December 31, 1999 ($13.625 per share) less the applicable
exercise price. The fair market value of the Bank's common stock at
December 31, 1999 was determined on the basis of the last sale price
reported on the OTC Bulletin Board on or prior to that date.
</FN>
</TABLE>
Employment Agreements
The Bank and Donald J. Fish, Senior Vice President/Senior Credit officer
are parties to an employment agreement dated January 1, 1997, which sets forth
his compensation level, eligibility for annual and long-term incentive programs
and benefits. Mr. Fish's employment is at will and may be terminated by the Bank
at any time with or without cause or notice. However, pursuant to the agreement,
the Bank will provide him with up to twelve months salary if his employment is
terminated by the Bank without a statement of reason or by him for good cause
and the termination is not within two years following a change of control of the
Bank. If Mr. Fish's employment is terminated by him for good cause or by the
Bank without a statement of reasons within two years following a change of
control, the Bank shall pay up to 18 months salary and annual incentive
benefits. However, Mr. Fish is obligated to reimburse the bank with any income
earned during the 18 month period after his termination equal to the amount
paid by the Bank.
Profit Sharing Plan
In 1955, the Bank established the First Northern Bank of Dixon Profit
Sharing Plan and Trust Agreement (the "Profit Sharing Plan"). Employees of the
Bank who have worked at the Bank at least 1,000 hours during a calendar year are
eligible to participate in the Profit Sharing Plan. The Bank generally
contributes on an annual basis to the Profit Sharing Plan Trustees an amount
equal to the lesser of ten percent of the Bank's net income before taxes net of
loan loss experience or fifteen percent of the total annual compensation of all
Profit Sharing Plan participants. The Bank's
-16-
<PAGE>
contribution is allocated to each Plan participant's account on the basis
of the ratio of each participant's annual compensation to the total annual
compensation of all participants. Contributions to a participant's account vest
at the end of a period of five years. Distribution of vested amounts under the
Profit Sharing Plan are made upon the termination of employment, retirement,
disability or death of the participant. In 1997, the Bank added a 401(k)
contribution feature to the Profit Sharing Plan allowing employees to make
contributions. The Bank's contribution to the Profit Sharing Plan in 1999 was
$653,915.
Stock Option Plan
In 1997, the Board of Directors and shareholders of the Bank approved the
First Northern Bank of Dixon 1997 Stock Option Plan (the "1997 Stock Option
Plan"). The 1997 Stock Option Plan provides for awards in the form of options,
which may constitute incentive stock options ("ISOs") under Section 422(a) of
the Internal Revenue Code of 1986, as amended (the "Code"). The 1997 Stock
Option Plan provides that ISOs may not be granted at less than 100% of fair
market value of the Bank's common stock on the date of the grant, which means
the recipient receives no benefit unless the Bank's common stock price increases
over the option term. The purpose of the 1997 Stock Option Plan is promote the
long-term success of the Bank and the creation of shareholder value by (i)
encouraging key personnel to focus on critical long range objectives, (ii)
increasing the ability of the Bank to attract and retain key personnel and (iii)
linking key personnel directly to shareholder interests through increased stock
ownership. A total of 551,250 shares of the Bank's common stock are available
for grant under the 1997 Stock Option Plan. If an option granted under the 1997
Stock Option Plan expires, is cancelled, forfeited or terminates without having
been fully exercised, the unpurchased shares which were subject to that option
again become available for the grant of additional options under the 1997 Stock
Option Plan.
The 1997 Stock Option Plan is administered by the Executive Compensation
Committee of the Board of Directors. Subject to the terms of the 1997 Stock
Option Plan, the Executive Compensation Committee determines the number of
options in the award as well as the vesting and all other conditions. As of
December 31, 1999, there were options outstanding under the 1997 Stock Option
Plan to purchase an aggregate of 137,130 shares of the Bank's common stock at
exercise prices ranging from $12.70 to $13.51 per share or a weighted average
exercise price per share of $13.11.
Employee Stock Purchase Plan
In 1997, the Board of Directors and shareholders of the Bank approved the
1997 First Northern Bank of Dixon Employee Stock Purchase Plan (the "1997
Employee Stock Purchase Plan") which enables eligible employees of the Bank to
purchase shares of the Bank's common stock at a 15% discount in an amount up to
10% of each employee's annual compensation.
Certain Transactions
Some of the Bank's directors and executive officers, as well as their
associates and companies in which they have a financial interest, are customers
of, and have had banking transactions with, the Bank in the ordinary course of
the Bank's business, and the Bank expects to have ordinary banking transactions
with these persons or entities in the future. Except as set forth below, in the
opinion of the Bank's management, the Bank made all loans and commitments to
lend included in such transactions in compliance with applicable laws and on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons or
entities of similar creditworthiness, and these loans did not involve more than
a normal risk of collectibility or present other unfavorable features.
No director or officer of the Bank, or their associates, have had
outstanding, since the beginning of 1999, aggregate extensions of credit from
the Bank in excess of 10% of the Bank's total equity capital accounts.
The aggregate extensions of credit by the Bank to all directors and
executive officers and their respective associates as a group at any time since
January 1, 1999, did not exceed 20% of the Bank's total equity capital accounts
on that date.
-17-
<PAGE>
Compensation Committee Interlocks and Insider Participation
The Compensation Committee (the "Committee") of the Board of Directors
consists of three directors, none of whom is an officer or employee of the Bank.
Report of the Compensation Committee of the Board of Directors on Executive
Compensation
Membership and Role of the Compensation Committee
The Committee reviews and recommends to the Bank's Board of Directors, the
Bank's compensation objectives and policies and administers the Bank's stock
plans. The Committee also reviews and recommends the actual compensation of the
Bank's Chief Executive Officer. The Committee is assisted by the Bank's human
resources personnel and by a compensation consulting firm which supplies the
Bank statistical data and other compensation information to permit the Committee
to compare the Bank's compensation policies against compensation levels and
prerequisites of other banking companies of similar size in California.
Compensation Philosophy
The Bank seeks to design compensation programs which are fair and
competitive and attract, motivate, and retain excellently performing employees
throughout the Bank while maintaining a strong relationship between the overall
performance of the Bank and the level of compensation. Furthermore, the Bank
believes that compensation programs, especially those for top executives, should
be designed in a manner that aligns employee interests with those of the
shareholders. In view of these two beliefs, executive compensation programs at
the Bank are designed to meet the following objectives:
o Base salaries will be targeted at the 50th percentile of the Bank's
selected peer group levels.
o Bonus or incentive compensation will be targeted between the 50th and
75th percentile of the Bank's selected peer group levels and will be
based on individual, unit and/or total Bank performance. At least 50%
of executive bonuses will be tied directly to overall Bank results.
o Stock options will be granted under the incentive stock option plan by
the Committee when appropriate to further the Bank's compensation
objectives.
Compensation Components
Base Salary. The salary of the Chief Executive Officer, is reviewed
-----------
annually by the Committee with reference to several surveys of salaries paid to
executives with similar responsibilities at comparable banks. The banking
companies against which the Bank compares its compensation are not necessarily
those included in the indices used to compare the shareholder return in the
Stock Performance Chart. Further, the banking companies selected for such
comparison may vary from year to year based upon market conditions and changes
in both the Bank's and the comparison banking companies' businesses over time.
The Bank believes that base salaries targeted at the 50th percentile of the
selected peer group levels are necessary to attract and retain high caliber
executives necessary for the successful conduct of the Bank's business.
Annual Bonus. The Committee annually reviews and recommends an Incentive
------------
Compensation Bonus Plan. The Bank's Incentive Compensation Bonus Plan seeks to
motivate executives to work effectively to achieve the Bank's financial
performance objectives and to reward them when objectives are met. The Bank's
Incentive Compensation Bonus Plan acknowledges bank-wide, individual and unit
performance and will be targeted between the 50th and 75th percentile of the
selected peer group levels. At least 50% of the executive's bonus will be tied
directly to overall Bank results. Under the Bank's Incentive Compensation Bonus
Plan all employees, including executive officers, are eligible to receive an
annual cash bonus at the end of each year if performance targets set annually by
the Management Committee are achieved.
-18-
<PAGE>
Option and Stock Purchase Plans. Under the 1997 Stock Option Plan key
-------------------------------
employees may be granted stock options by the Committee, in its discretion. The
grants are intended to retain and motivate key employees and to provide a direct
link with the interests of the shareholders of the Bank. The Committee, in
making its determination as to grant levels, intends to take into consideration:
(i) prior award levels, (ii) total awards received to date by individual
employees, (iii) the total stock award to be made and the executive's percentage
participation in that award, (iv) the employee's direct ownership of shares of
the Bank's common stock, (v) the number of options vested and non-vested, and
(vi) the options outstanding as a percentage of total shares outstanding. The
1997 Stock Option Plan limits the total number shares subject to options that
may be granted to a participant in any year to not more than 25,000 shares. The
1997 Employee Stock Purchase Plan enables eligible employees, including
officers, to purchase shares of the Bank's common stock at a fifteen percent
discount in an amount up to ten percent of the employee's annual compensation.
In 1999, the Bank's executive officers were granted stock options in the
amounts set forth in the Summary Compensation Table.
Benefits. During 1999, the Bank provided medical and other benefits to its
--------
executive officers that are generally available to the Bank's other employees.
The Bank is subject to Section 162(m) of the U.S. Internal Revenue Code
which limits the deductibility of certain compensation payments made to
Executive Officers. The Committee's current view is that Section 162(m) will not
limit the Bank's ability to deduct any compensation paid to any Executive
Officers.
Respectfully submitted,
Gregory DuPratt,
Diane P. Hamlyn
David W. Schulze
-19-
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
To the knowledge of the Bank, as of the Record Date, no person or entity
was the beneficial owner of more than five percent (5%) of the outstanding
shares of the Bank's common stock. For the purpose of this disclosure and the
disclosure of ownership shares by management, shares are considered to be
"beneficially" owned if the person has or shares the power to vote or direct the
voting of the shares, the power to dispose of or direct the disposition of the
shares, or the right to acquire beneficial ownership (as so defined) within 60
days of February 29, 2000.
The following table shows the number of shares of common stock and the
percentage of the shares of common stock beneficially owned (as defined above)
by each of the current directors, by each of the nominees for election to the
office of director, by the Chief Executive Officer and the three other most
highly compensated executive officers (whose annual compensation exceeded
$100,000) and by all directors and executive officers of the Bank as a group as
of February 29, 2000.
<TABLE>
<CAPTION>
Number of Shares of
Name and Address of common stock
Beneficial Owner(1) Beneficially Owned(2) Percent of Class
- ------------------- ---------------------- ----------------
<S> <C> <C>
Lori J. Aldrete(3) 8,975 *
Frank J. Andrews, Jr.(4) 8,915 *
John M. Carbahal(5) 11,822 *
Gregory DuPratt(6) 9,263 *
Donald J. Fish (7) 18,147 *
John F. Hamel(8) 41,274 1.34
Diane P. Hamlyn(9) 26,466 *
William H. Jones, Jr.(10) 43,055 1.40
Foy S. McNaughton(11) 1,773 *
Owen J. Onsum(12) 83,504 2.71
David W. Schulze(13) 54,153 1.75
Louise A. Walker (14) 17,766 *
Robert M. Walker (15) 17,135 *
Thomas S. Wallace(16) 9,589 *
All directors and executive officers as a group
(14 persons)(17) 351,837 11.41
- --------------------------------------------------
<FN>
* Indicates less than 1%.
(1) The address for all persons is 195 North First Street, Dixon,
California 95620.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Includes shares of
common stock issued pursuant to a five percent stock dividend
declared on February 26, 1999. Shares of common stock subject to
options currently exercisable or exercisable within 60 days of
February 29, 2000, and shares of common stock to be issued as a
result of the declared six percent common stock dividend are deemed
to be beneficially owned by the person holding such option for the
purpose of computing the percentage ownership of such person but are
not treated as outstanding for the purposes of computing the
percentage ownership of any other person. Except as indicated by
footnotes and subject to community property laws, where applicable,
the persons named above have sole voting and investment power
with respect to all shares of common stock shown as beneficially
owned by them.
(3) Includes 2,854 shares held jointly with Ms. Aldrete's spouse, 216
shares held in an IRA for Ms. Aldrete and 5,610 shares issuable to
Ms. Aldrete upon the exercise of options exercisable within 60 days
of February 29, 2000.
-20-
<PAGE>
(4) Includes 5,610 shares issuable to Mr. Andrews upon the exercise of
options exercisable within 60 days of February 29, 2000.
(5) Includes 4,051 shares held jointly with Mr. Carbahal's spouse, 562
shares held by Carbahal & Company, an accountancy corporation of
which Mr. Carbahal is a principal and shareholder, 816 shares held by
the Carbahal & Company Annual Accumulation, 391 shares held in an IRA
for Mr. Carbahal, 391 shares held in an IRA for Mr. Carbahal's
spouse and 5,610 shares issuable to Mr. Carbahal upon the exercise of
options exercisable within 60 days of February 29, 2000.
(6) Includes 531 shares held in an IRA for Mr. DuPratt, 2,804 shares held
in an IRA for Mr. DuPratt's spouse and 5,610 issuable to Mr. DuPratt
upon exercise of options exercisable within 60 days of February 29,
2000.
(7) Includes 10 shares held by The Fish Family Trust of which Mr. Fish is
a co-trustee and shares voting and investment power with respect to
such shares and 18,137 shares issuable to Mr. Fish upon the exercise
of options exercisable within 60 days of February 29, 2000.
(8) Includes 25,281 shares held by the R/J Hamel Family Trust of which
Mr. Hamel is a co-trustee and shares voting and investment power with
respect to such shares, 1,008 shares held jointly with Mr. Hamel's
spouse, 9,375 shares held in an IRA for Mr. Hamel and 5,610 shares
issuable to Mr. Hamel upon the exercise of options exercisable within
60 days of February 29, 2000.
(9) Includes 53 shares held by Ms. Hamlyn as custodian for Catherine S.
Lindley, 46 shares held by Ms. Hamlyn as custodian for Matthew
Skowrup, 46 shares held by Ms. Hamlyn as custodian for Tyler Skowrup,
28 shares held by Ms. Hamlyn as custodian for Stephen A. Lindley,
10,181 shares held separately in Ms. Hamlyn's spouse's name, 876
shares held jointly with Ms. Hamlyn's spouse, 2,392 shares held in an
IRA for Ms. Hamlyn, 609 shares held separately in the name of
Janet Diane Hamlyn, 2,799 shares held by the Davisville Travel Profit
Sharing Plan of which Ms. Hamlyn is trustee and shares voting and
investment power with respect to such shares, and 5,610 shares
issuable to Ms. Hamlyn upon the exercise of options exercisable
within 60 days of February 29, 2000.
(10) Includes 2,459 shares held jointly with Mr. Jones' spouse, 13,803
shares held in an IRA for Mr. Jones and 5,610 shares issuable to
Mr. Jones upon the exercise of options exercisable within 60 days of
February 29, 2000.
(11) Includes 1,402 shares issuable to Foy S. McNaughton upon the exercise
of options exercisable within 60 days of February 29, 2000.
(12) Includes 9,465 shares held jointly with Mr. Onsum's spouse, 1,239
shares held by Mr. Onsum as custodian for Matthew David Onsum, 1,239
shares held by Mr. Onsum as custodian for Brandon John Onsum, 45,373
shares held by the First Northern Bank of Dixon Profit Sharing Plan,
of which Mr. Onsum is a trustee and shares voting and investment
power with respect to such shares, and 26,187 shares issuable to
Mr. Onsum upon the exercise of options exercisable within 60 days of
February 29, 2000.
(13) Includes 2,337 shares held separately in Mr. Schulze's spouse's name
and 5,610 shares issuable to Mr. Schulze upon the exercise of options
exercisable within 60 days of February 29, 2000.
(14) Includes 2,514 shares held jointly with Ms. Walker's spouse and 15,252
shares issuable to Ms. Walker upon the exercise of options exercisable
within 60 days of February 29, 2000.
(15) Includes 816 shares held in an IRA for Mr. Walker and 15,040 shares
issuable to Mr. Walker upon the exercise of options exercisable within
60 days of February 29, 2000.
(16) Includes 738 shares held in an IRA for Mr. Wallace's spouse, 2,189
shares held in an IRA for Mr. Wallace and 5,610 shares issuable to
Mr. Wallace upon the exercise of options exercisable within 60 days
of February 29, 2000.
(17) Includes 126,508 shares issuable upon the exercise of options
exercisable within 60 days of February 29, 2000.
</FN>
</TABLE>
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<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act, as administered by the Federal Deposit
Insurance Corporation (the "FDIC"), requires the Bank's directors and executive
officers and persons who own more than ten percent of a registered class of the
Bank's equity securities to file with the FDIC initial reports of ownership and
reports of changes in ownership of common stock of the Bank. Executive officers,
directors and greater than ten percent shareholders are required by the FDIC to
furnish the Bank with copies of all Section 16(a) forms they file. Based upon
review of such reports, the Bank believes that all reports required by Section
16(a) of the Exchange Act to be filed by its executive officers and directors
during the last fiscal year were filed on time.
Stock Performance Graph
STOCK PERFORMANCE CHART (1)
[LINE GRAPH]
(1) Assumes $100 invested on December 31, 1994 in the Bank's Common Stock,
the Russell 2000 composite stock index and SNL Securities' index of twelve
Northern California bank stocks, with reinvestment of dividends. Source: SNL
Securities.
PROPOSAL 2
----------
RATIFICATION OF AUDITORS
At the Meeting a vote will be taken on a proposal to ratify the appointment
of KPMG LLP, by the Board of Directors, to act as independent auditors of the
Bank for the year ending December 31, 2000. KPMG LLP acted as independent
accountants and auditors for the year ending December 31, 1999.
It is anticipated that a representative of KPMG LLP will be present at the
Meeting, will have the opportunity to make a statement if he or she desires and
will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF KPMG LLP AS
THE BANK'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2000.
-22-
<PAGE>
PROPOSAL 3
----------
ORGANIZATION OF A BANK HOLDING COMPANY
SUMMARY
This Summary contains a brief description of the proposed Reorganization.
This Summary is not a complete statement of all the information contained in
this Proxy Statement/Offering Circular. We recommend that you read all of it
carefully.
Bank Holding Company
You are being asked to vote on a proposal to organize the Holding Company,
a California corporation which will own the Bank. We believe that the new
corporate structure of the Bank will permit the Holding Company and the Bank
greater financial and corporate flexibility in such areas as acquisitions,
repurchase of shares from shareholders and debt financings.
For example, it is generally the case that insured depository institutions
such as the Bank may not acquire and own a controlling interest in another
insured depository institution. In contrast, a bank holding company, subject to
the necessary regulatory approvals, may control more than one insured depository
institution. In the event that an opportunity for the acquisition of another
bank were to develop, it might be desirable to maintain the separate existence
of the other bank after the acquisition, rather than merging it into the Bank.
Also, under the California Financial Code, a California state-chartered bank may
not own the shares of a corporation which acts as an insurance company,
insurance agent, or insurance broker (although banks themselves, under
California law and federal law, may engage in insurance agency or brokerage
activities) while, subject to certain conditions, a bank holding company and its
non-bank subsidiaries may do so. Additionally, under the Gramm-Leach-Bliley Act
of 1999 which became law on November 12, 1999, a new type of bank holding
company, known as a financial holding company, has been authorized which will be
permitted to engage in all activities permitted to bank holding companies as
well as securities, merchant banking and insurance activities which were
previously prohibited to bank holding companies. See "Supervision and
Regulation--Recently Enacted Legislation," below. While the Bank and the Holding
Company have no present plans to acquire other financial institutions or engage
in insurance or securities activities either directly or through achievement of
status as a financial holding company, we believe that the increased flexibility
which will result from adopting the holding company form will permit the Holding
Company and the Bank to better respond to opportunities for growth in the
future.
The holding company form also will afford greater flexibility for the
repurchase of outstanding equity securities. Under California law, any
acquisition by a California state-chartered bank of its outstanding common
shares (subject to certain exceptions) must be approved in advance by the
Commissioner of Financial Institutions. Under the regulations of the Federal
Reserve Board applicable to bank holding companies, a bank holding company,
during any 12 month period, may, without prior notice to or approval of the
Federal Reserve Board, purchase or redeem its outstanding equity securities so
long as the gross consideration paid for such securities during such 12 month
period is less than 10% of the holding company's consolidated worth. Moreover,
a well-capitalized bank holding company is not required to obtain prior
approval of the Federal Reserve Board for the purchase or redemption of its
equity securities if both before and immediately after the purchase, the bank
holding company is well-capitalized, is well-managed and is not the subject of
any unresolved supervisory issues. As previously announced, the Bank has an
ongoing repurchase program whereby the Bank may repurchase not more than 10%
of its outstanding common stock. It is expected that the Holding Company will
continue this program following the Reorganization.
Under California law, California state-chartered banks may issue capital
notes and debentures only if such securities are subordinate to the claims of
all creditors and depositors. Also, the terms of the securities must provide
that no payment of principal may be made unless following such payment the
aggregate of shareholders' equity and capital notes and debentures thereafter
outstanding are the equal of such aggregate at the date of original issue of
such debt securities, unless otherwise authorized by the Commissioner of
Financial Institutions. Such restrictions would not be applicable to debt
securities of the Holding Company thus affording increased flexibility for
future financing to support the growth of the Bank and the Holding Company.
-23-
<PAGE>
We believe that the majority of the banks in the United States are
organized in the holding company form and we recommend that the Bank likewise
should adopt this corporate structure.
In order to effect the Reorganization into a bank holding company, the
Holding Company has formed FNCB Merger Corp. ("Merger Co."), a subsidiary
corporation into which the Bank will be merged. Merger Co. has been organized
solely for the purpose of the Reorganization; it has conducted and will conduct
no business prior to the merger; upon the merger, it will disappear into the
Bank which will be the resultant company in the merger. The use of a "merger
subsidiary" such as Merger Co. in a "reverse triangular" merger to accomplish
the Reorganization is a common approach for corporate reorganizations such as
the Reorganization.
Immediately prior to the Reorganization, the Holding Company will own all
of the stock of Merger Co. Following the Reorganization, the Holding Company
will own all of the outstanding shares of common stock of the Bank and Merger
Co. as so merged, and the Bank will continue to do business under the name of
First Northern Bank of Dixon.
After the Reorganization, the shares of Merger Co. will no longer be
outstanding. The capital stock of the Bank will be the same as the capital
structure of the Bank immediately prior to the Reorganization. All shareholders
of the Bank will become shareholders of the Holding Company.
Shareholder Approval
The Reorganization must be approved by the holders of at least a majority
of the outstanding shares of common stock of the Bank. As of February 29, 2000,
the record date, there were 3,082,640 shares of common stock outstanding and
entitled to vote. Therefore, the affirmative vote of at least 1,541,321 shares
is required to approve the Reorganization.
What Should Shareholders Do?
If you want to vote in favor of the Reorganization, mail your signed proxy
card in the enclosed envelope as soon as possible so that your shares can be
voted at the shareholder's meeting.
THE BOARD OF DIRECTORS OF THE BANK UNANIMOUSLY RECOMMENDS VOTING IN FAVOR
--------
OF THE REORGANIZATION.
A failure to send in your proxy or an abstention from voting will have the
same effect as a negative vote because the proposal requires the approval of a
majority of the outstanding shares.
Directors Approval
The Board of Directors of the Bank has unanimously approved the
Reorganization.
No Dissenters' Appraisal Rights
Shareholders are not entitled to dissenters' rights under Chapter 13 of the
California General Corporation Law in connection with the Reorganization.
Risk Factors
There are risks associated with the combined business of the Holding
Company and the Bank as a result of the Reorganization of the Bank's corporate
structure. See "Risk Factors," below.
-24-
<PAGE>
The Companies
The three companies participating in the Reorganization are the Holding
Company, the Bank and Merger Co.
The Holding Company
The Holding Company is a California corporation that was formed by the Bank
on February 8, 2000. The Holding Company has not engaged in any business since
its incorporation. After the Reorganization, the Holding Company will become a
registered bank holding company and its principal asset will be its
stockholdings in the Bank.
The Bank
The Bank is a California state-chartered bank. The Bank engages in the
commercial banking business in the El Dorado, Sacramento, Solano and Yolo
Counties of California.
Merger Co.
Merger Co. is a newly-formed California corporation organized solely for
the purpose of this transaction. Merger Co. will not conduct any business prior
to the Reorganization. The Holding Company owns all of the capital stock of
Merger Co. The separate existence of Merger Co. will cease after the
Reorganization.
The One-For-One Exchange Ratio and Market Value
If the proposed Reorganization is approved, shareholders of the Bank will
receive for each of their Bank shares, stock in the Holding Company on a
one-for-one basis. No surrender of Bank share certificates will be required as
such certificates will represent shares of the Holding Company's common stock
until surrendered for exchange.
Shares of the Holding Company have not been publicly traded, as it is a new
company. It has not engaged in any prior business activity. Thus, there is no
published information as to the market price of Holding Company stock.
The stock of the Bank is not listed for quotation on any exchange, although
trades of the stock are reported on the OTC Bulletin Board under the symbol
"FDIX." After the Reorganization, it is expected that trades in the Holding
Company stock will be reported on the OTC Bulletin Board. After the
Reorganization, no market will exist for Bank stock because the Holding Company
will be the Bank's only shareholder.
Per Share Summary of the Bank and Pro Forma per Share Summary of the Holding
Company
Presented below is certain per share financial information of the Bank.
Certain pro forma per share information is provided for the Holding Company.
<TABLE>
<CAPTION>
Per Share Data
Year Ended December 31,
-----------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
The Bank
Net earnings (1) $ 1.24 $ 0.41 $ 0.53 $ (0.84) $ 0.57
Cash dividend declared $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Book value (at period end) $ 10.37 $ 10.80 $ 9.60 $ 9.29 $ 10.97
Pro Forma--The Holding Company
Net earnings (1) $ 1.24 $ 0.41 $ 0.53 $ (0.84) $ 0.57
Cash dividends declared $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Book value (at period end) $ 10.37 $ 10.80 $ 9.60 $ 9.29 $ 10.97
- ------------------
-25-
<PAGE>
<FN>
(1) Earnings per share are based on the weighted average shares outstanding
during the reported period. Prior years' earnings per share have been
restated for the two-for-one stock split in 1998, the 5% stock dividend
in 1999, the 5% stock dividend in 1998 and the 4% stock dividend in 1997.
</FN>
</TABLE>
Management
The directors and officers of the Bank will continue to be directors
and officers of the Bank following the Reorganization. After the Reorganization,
the present directors of the Holding Company will continue to be directors of
the Holding Company. See "History and Business of the Holding Company - Board of
Directors," below. Thereafter, the shareholders of the Holding Company will
elect the directors of the Holding Company from time to time.
Board of Directors
The Holding Company's bylaws provide that the Board of Directors shall
consist of not less than seven nor more than 13 members, the exact number of
which may be fixed from time to time. The initial number of directors has been
fixed at eleven, which is the same as the number of directors of the Bank.
Holding Company Option and Stock Purchase Plans
Pursuant to the Bank's 1997 Stock Option Plan, Outside Director's Plan and
Employee Stock Purchase Plan, eligible officers, directors and employees of the
Bank may receive options to purchase or purchase shares of Bank common stock or
other securities or benefits. Upon consummation of the Reorganization, all
obligations of the Bank under the Bank's plans will become obligations of the
Holding Company on the same terms and conditions, with the exception that
securities issued pursuant to the Bank's plans or derived from the value of Bank
common stock will become Holding Company common stock. For information regarding
the number of shares of stock of the Bank granted under such plans, see
"Executive Compensation - Stock Option Plan," "Election of Directors -
Compensation of Directors" and "Executive Compensation - Profit Sharing Plan"
above.
Differences between Holding Company Stock and Bank Stock
Shareholders of the Holding Company will have rights comparable to those
rights which they now possess as shareholders of the Bank, except as described
below.
The shareholders of the Bank currently have the right to cumulate their
shares in the election of directors. After the Reorganization, shareholders of
the Holding Company will continue to have the right under California law to vote
cumulatively in the elections of directors. Cumulative voting means that a
shareholder may cast the number of shares he or she owns times the number of
directors to be elected in favor of one nominee or allocate such votes among the
nominees as he or she determines.
Article Fifth of the Bank's Articles of Incorporation provides that common
stock offered for cash must first be offered for subscription to the outstanding
shareholders of the Bank on a pro rata basis. This preemptive rights provision
will be carried over into the Holding Company's Articles of Incorporation. See
"Comparative Descriptions of Common Stock - Preemptive Rights," below.
The differing provisions of the Articles of Incorporation and bylaws of the
Holding Company and the Articles of Incorporation and bylaws of the Bank will
also affect the rights of shareholders. For a more complete discussion regarding
these matters, see "Anti-Takeover Measures" and "Comparative Description of
Common Stock," below.
Anti-Takeover Provisions
The Bank's and the Holding Company's Articles of Incorporation and bylaws
include provisions which may be described as "anti-takeover provisions" because
they have an anti-takeover effect and could discourage takeover attempts which
have not been approved by the Board of Directors.
-26-
<PAGE>
Pursuant to the Article Seventh of the Articles of Incorporation of the
Bank, a "Reorganization" (as defined at Section 181 of the California General
Corporation Law) requires the approval of 70% of the outstanding shares of
common stock unless such Reorganization has been approved by 70% of the Board of
Directors.
The Holding Company's Articles of Incorporation contain "supermajority
vote" provisions. If the Reorganization is approved, such provisions will
require the affirmative vote of the holders of at least 66 2/3% of the shares of
the Holding Company to approve certain business combinations, unless the
transaction is approved by 66 2/3% of the "Disinterested Directors" (as
described below under "Anti-Takeover Measures - Summary of Fair Price and
Supermajority Vote Provisions"). Certain other conditions must also be met which
result in a "fair price" being paid to all shareholders. We believe that these
provisions in the Holding Company's Articles of Incorporation will aid in
assuring that shareholders are treated fairly in any offer for their shares.
The Holding Company's Articles of Incorporation require the Board of
Directors, when evaluating a transaction involving a business combination
between the Holding Company and another party, or that might result in a change
of control of the Holding Company to consider certain factors in evaluating the
proposal. These factors include the social and economic effects such transaction
may have on the Holding Company's employees, shareholders, customers and
suppliers other constituents of the corporation and its subsidiaries and on the
communities in which the Holding Company operates or is located, including,
without limitation, the availability of credit and other banking services to the
communities served by the corporation, whether the transaction might violate
applicable law and the long-term value of the Holding Company as an independent
entity.
Under both the Bank's and Holding Company's bylaws, special meetings of the
shareholders may be called by the Chairman of the Board, or by the President, or
by shareholders holding shares representing at least 10% of the voting power.
The Bank's bylaws provide that no person shall be a member of the Board of
Directors unless such person meets certain qualification requirements. The
Holding Company's bylaws contain comparable qualification requirements.
The Bank's bylaws provide that director nominations, other than those made
by the Board of Directors, shall be made by notification in writing delivered or
mailed to the President of the Bank not less than 30 days or more than 60 days
prior to any meeting of shareholders called for the election of directors. The
provision also requires detailed information about the nominee, including
information necessary to determine if the nominee is qualified under the bylaws.
The Holding Company's bylaws provide for comparable notification procedures.
We believe that it is appropriate to include such anti-takeover provisions
during the conversion to a holding company form of ownership. The inclusion of
such provisions is not in response to any attempted takeover of the Bank. The
Bank has not been the target of an attempted takeover in the past.
The presence of these anti-takeover provisions may have the effect of
discouraging outside offers for the shares of the Holding Company. These
provisions may also give management more control than it would otherwise have
over the acceptance or rejection of such offers. Such provisions may protect the
incumbent Board of Directors and management by discouraging takeover attempts
which are not supported by the Board, but which may be supported by the majority
of shareholders. Nonetheless, these anti-takeover provisions do not diminish the
fiduciary obligations of the Board of Directors or management to the
shareholders.
Certain Federal Income and California Tax Consequences
It will be a condition to the completion of the Reorganization that legal
counsel, Pillsbury Madison & Sutro LLP, San Francisco, opine that no gain or
loss will be recognized for federal income tax or California bank and
corporation tax or personal income tax purposes by the Bank, the Holding Company
or the Bank's shareholders as a result of the Reorganization. See "Bank Holding
Company Reorganization--Certain Federal Income and California Tax Consequences,"
below. Such counsel has advised the Bank and the Holding Company that it fully
expects to be able to deliver that opinion.
-27-
<PAGE>
Each shareholder should rely upon his or her own tax advisor with respect
to the federal, state, local and foreign tax consequences of the Reorganization.
Dividends
In the opinion of the Bank's management, for the foreseeable future, there
is no reason to expect that a decrease in the Holding Company's dividend rate
relative to that of the Bank will occur, although there can be no assurance as
to the future rate of dividends on the Holding Company's common stock.
RISK FACTORS
The purpose of the proposal is to give the Bank greater financial and
corporate flexibility in such areas as acquisitions, non-banking activities and
debt or other financings, and to permit it to participate in non-bank
activities, which are not permissible for the Bank to engage in directly. The
nature of the business conducted by the Bank will not change.
Certain risks associated with the combined business of the Holding Company
and the Bank as a result of the Reorganization of the Bank's corporate
structure, are presented below.
The Holding Company's Financial Condition
The proposed Reorganization calls for you to receive Holding Company stock
in exchange for your Bank stock. The Holding Company has no history of financial
performance because it is a newly-formed California corporation. The Holding
Company's financial condition following the Reorganization will depend on the
operation and profitability of the Bank. The Holding Company's profitability may
be affected by other factors such as:
o businesses started or acquired by the Holding Company other
than the Bank; and
o laws and regulations applicable to the Holding Company.
Although the Holding Company intends to operate the Bank in substantially
the same manner that it has been operated to date, changes to the operations of
the Bank and new businesses may affect the financial performance and condition
of the Holding Company as a whole and the return to shareholders of the Holding
Company.
Banking Institutions
The financial services industry and banking in particular has undergone a
complex deregulation process. The interest rate limitations on what banks may
pay to depositors have been phased out. Interstate banking laws which allow
financial institutions to cross state lines have been enacted nationally.
Competition to provide traditional banking services has increased among banks
and other companies. The Holding Company and the Bank will continue to be
affected by these changes in the future. The conduct of the Bank's business as a
subsidiary of the Holding Company may increase its ability to compete in this
newly deregulated environment, but there can be no assurance that this will be
the case.
Anti-Takeover Provisions
The Holding Company's Articles of Incorporation and bylaws contain
provisions intended to prevent hostile takeovers. The anti-takeover provisions
include: supermajority vote and fair price provisions; a provision requiring the
consideration of nonmonetary factors (such as social effects) in certain merger
or other transactions; provisions requiring that shareholders give advance
notice with respect to nomination of candidates for election as directors and
certain proposals they may wish to present for a shareholder vote; requirements
as to qualifications of directors; and other items.
-28-
<PAGE>
These provisions and additional provisions of California law may:
o discourage outside offers for the shares of the Holding Company;
o give management more control over the acceptance or rejection
of business combination offers; and
o protect incumbent Directors by discouraging takeover attempts
which are not supported by the Board.
The presence of these anti-takeover provisions in the Holding Company's
Articles of Incorporation and bylaws does not diminish the fiduciary obligations
of the Board of Directors or management to the shareholders.
BANK HOLDING COMPANY REORGANIZATION
THE BOARD OF DIRECTORS OF THE BANK HAS UNANIMOUSLY APPROVED A PLAN OF
REORGANIZATION UNDER WHICH THE BUSINESS OF THE BANK WOULD BE CONDUCTED AS A
WHOLLY-OWNED SUBSIDIARY OF THE HOLDING COMPANY AND RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE REORGANIZATION.
Reasons for the Proposal
A bank holding company form of organization will increase the corporate and
financial flexibility of the businesses operated by the Bank through the
combined business of the Bank and the Holding Company. Examples are:
o increased structural alternatives for acquisitions;
o the ability to augment Bank capital by means of Holding Company
debt or other securities; and
o the ability to engage in certain non-banking activities.
A bank holding company can engage directly or through non-banking
subsidiaries in certain non-bank-related activities in which the Bank cannot
presently engage. The Reorganization would broaden the scope of services which
could be offered to the public. The Holding Company has not made any
determination as to which of these types of activities it may engage in after
consummation of the proposed transaction. The Holding Company could also acquire
control of one of more other banking organizations which it could operate as
separate subsidiaries of the Holding Company, although no determination has been
made that the Holding Company will do so.
Description of the Reorganization
The Holding Company will subscribe for and will hold all of the 100
authorized shares of common stock of the Merger Co., which has been formed
solely for the purpose of this transaction. Merger Co. will merge with and into
the Bank under the name and charter of the Bank, pursuant to the terms of the
Agreement and Plan of Reorganization (to which there is attached an Agreement of
Merger). See Annex I of this Proxy Statement/Offering Circular. Upon
consummation of the transaction, the Bank will be a wholly-owned subsidiary of
the Holding Company.
After the Reorganization, the business of the Bank will be conducted by the
Bank under the name "First Northern Bank of Dixon." All of the outstanding
shares of stock of the Bank will be owned by the Holding Company. The Bank will
have the same directors, officers, interests and properties as those of the Bank
immediately prior to the Reorganization. The Bank will continue to be subject
to regulation by the FDIC, and as a subsidiary of the Holding Company, will be
subject to regulation by the Board of Governors of the Federal Reserve System.
Conversion of Shares and Exchange of Stock Certificates
Upon consummation of the Reorganization, each outstanding share of the Bank
stock will be converted into one share of the Holding Company stock. Each holder
of Bank stock certificates upon surrender of such certificates for
-29-
<PAGE>
cancellation will be entitled to receive certificates representing the same
number of shares of Holding Company common stock. Until so surrendered, Bank
stock certificates will be deemed for all purposes to evidence the same number
of shares of the Holding Company stock.
Stock certificates representing shares of the Holding Company's common
stock will be generally available to be distributed to shareholders of the Bank
by approximately July 7, 2000. The distribution of stock certificates to you
will be dependent upon the date of receipt of your Bank stock certificate for
exchange (which you will not be required to do). Shareholders of the Bank will
continue to be entitled to sell or transfer their Bank stock through the date of
consummation of the transaction. Further, you may sell Holding Company stock
after the effective date of the Reorganization but before receipt of
certificates representing Holding Company stock. Completion of such sales will
only require presentation of your Bank stock certificate by the transferee.
Regulatory Approvals
Federal and California law and regulations provide that certain acquisition
transactions, such as the Reorganization, may not be consummated unless approved
in advance by applicable regulatory authorities. The Agreement and Plan of
Reorganization provides that the Holding Company, the Bank, and Merger Co. shall
proceed expeditiously and cooperate fully in the procurement of any consents and
approvals and in the taking of any other action and the satisfaction of all
requirements, prescribed by law or otherwise, necessary for consummation of the
Reorganization, including the preparation and submission of applications
required to be filed with the Commissioner of Financial Institutions and the
Federal Reserve Board. Receipt of all requisite regulatory approvals and
consents is a condition precedent to the consummation of the Reorganization.
An application for prior approval of the Holding Company to acquire the
Bank was filed with the Federal Reserve Board on February 4, 2000, and an
application for approval to acquire the Bank was filed with the Commissioner of
Financial Institutions on February 7, 2000. There can be no assurances that the
required approvals will be obtained, or as to conditions or timing of such
approvals.
Although neither the Holding Company nor the Bank is aware of any reason
why the requisite approvals of and consents to the Reorganization would not be
granted, there can be no assurance such approvals and consents will be obtained
or that, if obtained, such approvals and consents will not include conditions
which would be of a type that would relieve the Holding Company, the Bank, or
Merger Co. from their obligation to consummate the Reorganization.
Affiliate Restrictions
The shares of Holding Company stock will be exempt from registration under
the Securities Act of 1933, by reason of Section 3(a)(10) thereof. In accordance
with the provisions of such section, the Holding Company has filed its
Application for a fairness hearing before the Commissioner of the California
Department of Corporations. However, the resale of such shares by the directors,
principal officers and principal shareholders may be restricted by the 1933 Act
and by SEC rules if such directors, principal officers and principal
shareholders are deemed to be "affiliates" as that term is defined by the 1933
Act and SEC rules.
Persons considered to be in control of an issuer are considered as
"affiliates" and may include officers, directors and shareholders who own a
significant percentage of the outstanding stock. Holding Company stock received
after the transaction by "affiliates" the Holding Company will be "control
stock," which can be sold only if they are registered or transferred in a
transaction exempt from registration under the 1933 Act, such as pursuant to SEC
Rules 144 and 145, or pursuant to a private placement. SEC Rules 144 and 145
generally require that before an affiliate can sell control stock:
o there must be on file with the SEC public information filed by
the issuer;
o the affiliate must sell his stock in a unsolicited broker's
transaction or directly to a market maker; and
-30-
<PAGE>
o during any three-month period, the amount of the securities
that can be sold other than in non-public transactions is
limited to the greater of 1% of the outstanding stock of the
issuer or the average weekly trading volume during the last
four calendar weeks.
It is advisable for those shareholders who may become "affiliates" of the
Holding Company to confer with their legal counsel prior to the sale of any
Holding Company stock.
Conditions of Consummation
California law provides that a bank holding company reorganization such as
the Reorganization requires the approval of a reorganization agreement by the
Boards of Directors and by shareholders holding a majority of the outstanding
common stock of each of the subject bank and the corporation merging with such
bank.
The obligation of the Bank and the Holding Company to consummate the
Reorganization is conditioned further upon the following:
o the absence of any action, suit, proceeding or claim, made or
threatened, related to the proposed Reorganization;
o any development which makes consummation of the Reorganization
inadvisable in the opinion of either Board of Directors;
o the receipt of a favorable opinion of legal counsel with respect to
the tax consequences of the Reorganization;
o the receipt of all necessary regulatory approvals;
o the number of shares of common stock of the Bank voting against the
Reorganization makes consummation of the Reorganization unreasonable;
and
o the performance of all covenants and agreements.
Other Considerations
The Holding Company is a business corporation formed under California law.
It will have greater flexibility than the Bank in certain respects, including:
o the incurrence of debt for leveraged growth;
o the redemption of stock; and
o the ownership and operation of related financially-oriented
businesses.
The Holding Company will be a registered bank holding company under the
Federal Bank Holding Company Act of 1956, as amended, and will be subject to
supervision and regulation of the Federal Reserve Board thereunder.
Expenses
The Reorganization will cost approximately $100,000. The expenses are
related to:
o legal fees;
o accounting fees;
o application fees;
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o printing costs; and
o other expenses.
Certain Federal Income and California Tax Consequences
Neither the Bank nor the Holding Company is required to complete the
Reorganization, and their respective Boards of Directors do not intend to
complete the Reorganization, unless both the Bank and the Holding Company
receive an opinion (the "Tax Opinion") of legal counsel, Pillsbury Madison &
Sutro LLP, to the effect that the Reorganization will constitute a
"reorganization" within the meaning of Section 368(a)(1) of the Internal Revenue
Code and that, accordingly, for federal income tax and California bank and
corporation tax and personal income tax purposes:
o no gain or loss will be recognized by the Holding Company, the Bank or
Merger Co. as a result of the Reorganization,
o no gain or loss will be recognized by Bank shareholders upon
conversion of their Bank stock into Holding Company stock,
o a Bank shareholder's tax basis for the Holding Company stock will be
the same as the tax basis of the Bank stock surrendered by the
shareholder and
o a Bank shareholder's holding period for the Holding Company stock will
include the holding period of the Bank stock surrendered by the
shareholder, provided that the Bank stock is held as a capital asset
on the date of consummation of the Reorganization.
An opinion of counsel represents only such counsel's best legal judgment
and is not binding on the Internal Revenue Service, the California Franchise Tax
Board or the courts. The Tax Opinion will rely on certain representations of the
Bank's and the Holding Company's management which are customary in transactions
comparable to the Reorganization. In addition, the Tax Opinion will be based
upon laws, judicial decisions and administrative regulations, rulings and
practice, and other applicable authority, all as in effect on the date of the
Reorganization and all of which could be subject to change, either on a
prospective or retroactive basis. New developments in any such administrative
matters or court decisions, legislative changes, or the inaccuracy or
incompleteness of any of the representations of management could have an adverse
effect on the legal or tax consequences described in the Tax Opinion and counsel
has not undertaken to accept any responsibility for updating or revising the Tax
Opinion in consequence of any such new developments or changes. Finally, the Tax
Opinion deals only with the Federal Income Tax and California Bank and
Corporation Tax and personal income tax consequences of the Reorganization.
ACCORDINGLY, SHAREHOLDERS ARE STRONGLY URGED TO CONSULT WITH AND MUST RELY
UPON THEIR OWN TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX
CONSEQUENCES OF THE REORGANIZATION IN LIGHT OF THEIR OWN PARTICULAR
CIRCUMSTANCES.
No Appraisal Rights for Dissenting Shareholders
Pursuant to the provisions of California law, shareholders of the Bank will
not have dissenters' rights in the Reorganization. Shareholders of a California
chartered bank are entitled to dissenters' rights to the same extent as
shareholders of a California corporation. California law generally grants
shareholders dissenters' rights in transactions that are required to be approved
by shareholders. However, under California law, in a transaction such as the
Reorganization, where a vote of shareholders is only required because the shares
to be received in the transaction have different rights, preferences, privileges
or restrictions, no dissenters' rights are available.
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Accounting Treatment
The merger of the Bank and Merger Co. will be accounted for in a method
similar to a pooling of interests.
ANTI-TAKEOVER MEASURES
The Purpose of the Anti-Takeover Provisions
The Bank's Articles of Incorporation and bylaws have contained certain
provisions which might be regarded as so-called "anti-takeover" provisions. See
"Comparative Description of Common Stock - Anti-takeover Provisions," below. The
Articles of Incorporation and bylaws of the Holding Company will continue some,
but not all of these provisions and also contain additional anti-takeover
provisions such as fair price and enhanced supermajority vote provisions. Such
provisions may be described as "anti-takeover provisions" because they have an
anti-takeover effect and may discourage takeover attempts which have not been
approved by the Board of Directors. We included these provisions because certain
of them are in the Bank's existing Articles of Incorporation and bylaws and
because certain tactics have become relatively common in corporate takeover
practice.
Your Board of Directors believes such tactics can be highly disruptive and
can result in dissimilar and unfair treatment of shareholders. We are not aware
of any current efforts to obtain control of the Bank or to effect substantial
accumulations of its stock.
The following discussion is a general summary of the material provisions of
the Holding Company's Articles of Incorporation and bylaws and certain other
regulatory provisions, which may be deemed to have an "anti-takeover" effect.
The following description of certain of these provisions is necessarily general
and, with respect to provisions contained in the Holding Company's Articles of
Incorporation and bylaws, reference should be made to the document in question.
A copy of the Holding Company's Articles of Incorporation is attached hereto as
Annex II, and a copy of the bylaws has been filed with the Application submitted
- --------
to the California Department of Corporations and may be obtained by sending a
written request to Mr. James S. Duke, Corporate Secretary, First Northern Bank
of Dixon, 195 North First Street, Dixon, California 95620.
Summary of Fair Price and Supermajority Vote Provisions
Article 6 of the Holding Company's Articles of Incorporation contains a
"Supermajority Voting and Fair Price" provision, both to encourage potential
acquirers to negotiate with the Holding Company and to protect shareholders from
being unfairly treated in mergers or other business combinations with persons
who own a substantial amount of the Holding Company's stock. The Supermajority
Voting and Fair Price provision applies to mergers and certain other types of
business combinations with persons holding 10% or more of the shares held by
voting stock of the Holding Company (an "Interested Shareholder"). In general,
the Supermajority Voting and Fair Price provision requires, in a merger or
certain other business combinations, first that 66 2/3% of the outstanding
shares, including those held by the Interested Shareholder, must be voted for
the business combination, second that all shareholders who are independent of
the Interested Shareholder receive at least a specified amount for his or her
shares acquired during the preceding two years and third that certain other
requirements are met. The specifics of these requirements are more fully
discussed below.
The Supermajority Voting and Fair Price provisions are designed to
encourage potential acquirors to negotiate at arm's length with the Board of
Directors. In the absence of such negotiations, these provisions seek to ensure
that any multi-step attempt to take over the Holding Company will be made on
terms offering similar treatment to all shareholders. In the past, there have
been takeovers of publicly held companies accomplished by the purchase of blocks
of stock in open market purchases or otherwise at a price above prevailing
market prices, followed by a second step, merger or other transaction in which
the shares acquired are paid less than the value paid in the first step.
The Bank has a large number of shareholders who each have held a relatively
small number of Bank shares for a long period of time. We believe that
opportunistic bidders may generally be in a better position to take advantage of
the more lucrative first step transaction, while shareholders who have held
their shares for a long period of time will often, as
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<PAGE>
a practical matter, be compelled to accept the less favorable consideration
payable in the second step business combination.
The potential for future use of the two-step acquisition have convinced us
that these provisions are desirable in order to preserve for the shareholders
the benefits which will accrue to the Holding Company and its subsidiary, the
Bank, including its increased ability to compete in the significantly
deregulated banking industry.
This Supermajority Voting and Fair Price provision will not apply to an
otherwise covered business combination in certain circumstances. First, if the
business combination is approved by 66 2/3% of the "Disinterested Directors" of
the Holding Company, the Supermajority Voting and Fair Price rules do not apply.
For purposes of the Supermajority Voting and Fair Price provision, a
Disinterested Director is defined as a member of the Board of Directors who is
not affiliated with the Interested Shareholder, and who was a member of the
Board of Directors prior to the time the Interested Shareholder became an
Interested Shareholder and any successor of a Disinterested Director who is
unaffiliated with the Interested Shareholder and is recommended to succeed a
Disinterested Director by a majority of Disinterested Directors then on the
Board of Directors. Second, the same is true if any banking subsidiary of the
Holding Company has received a notice of termination of insurance from the
Federal Deposit Insurance Corporation or an order to correct a capital
impairment from the Commissioner of the California Department of Financial
Institutions, possession of any banking subsidiary of the Holding Company has
been taken by the Commissioner, a conservator has been appointed for any banking
subsidiary of the Holding Company or the Holding Company or, a similar
proceeding has been commenced following a substantial deterioration in the
Holding Company's condition. Where the Supermajority Voting and Fair Price
provisions do not apply, a simple majority of the outstanding shares is required
to approve the business combination.
Where the Supermajority Voting and Fair Price rules apply, the requirements
in addition to the 66 2/3% approval of the outstanding shares include: (a) the
consideration to be received in the business combination is in cash or in the
same form as the Interested Shareholder has paid for the shares acquired by such
Interested Shareholder; (b) the per share consideration to be received
by holders of outstanding stock in the business combination (other than the
Interested Shareholder) is at least equal to the highest of (i) the highest per
share price paid by such Interested Shareholder in acquiring the Holding
Company's stock of the same class in the two years prior to the announcement of
the business combination, or in the transaction in which it became an Interested
Shareholder, if within two years of the date of first public announcement of the
proposal, or (ii) the fair market value per share on the announcement date or on
the date on which the Interested Shareholder became an Interested Shareholder if
within two years of the first public announcement of the proposal; and (c) after
becoming an Interested Shareholder and prior to the consummation of such
business combination (i) such Interested Shareholder must not have become the
beneficial owner of any additional shares of the voting stock of the Holding
Company, except as part of the transaction which results in such shareholder
becoming an Interested Shareholder, within the two year period prior to
consummation of the business combination, (ii) such Interested Shareholder must
not have received the benefit, directly or indirectly (except proportionately as
a shareholder), of any loans, advances, guarantees, pledges or other financial
assistance or tax advantages provided by the Holding Company or any subsidiary
of the Holding Company, and (iii) except as approved by a 66 2/3% majority of
the Directors who are Disinterested Directors, there shall have been (A) no
reduction in the annual rate of dividends paid on common stock, and there shall
have been (B) an increase in the annual rate of dividends necessary to reflect
certain reclassification and recapitalization.
The Holding Company's Articles of Incorporation provides that the
Supermajority Voting and Fair Price provisions cannot be amended or repealed
unless such a change is approved by not less than 66 2/3% of the total voting
power of the outstanding shares of the Holding Company.
The Supermajority Voting and Fair Price provision will not prevent a merger
or similar transaction following a tender offer in which all shareholders
receive substantially the same price for their shares and which 66 2/3% of the
shares have been voted for the merger or which 66 2/3% of the Disinterested
Directors have approved and which the holders of a majority of the outstanding
shares approve. Except for the restrictions on the specified business
combinations, the Supermajority Voting and Fair Price provision will not prevent
a holder of a controlling interest from exercising control over the Holding
Company or prevent such a holder from increasing his or her share ownership. The
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<PAGE>
existence of the Supermajority Voting and Fair Price provision may, however,
tend to encourage persons seeking control of the Holding Company to negotiate
terms of a proposed merger or similar transactions with the Holding Company's
Board of Directors.
The Board of Directors recognizes that not all two-tiered tender offers or
other two-step transactions are intended to pressure shareholders into hasty
decisions or to discriminate among shareholders. However, taking all factors
into consideration, the Board believes that it is appropriate to take action to
reduce the possibility to two-tiered transactions which are unfair.
While the Board believes the Supermajority Voting and Fair Price provision
is in the best interest of the Holding Company's shareholders, there are several
possible negative considerations. The effect of the Supermajority Voting and
Fair Price provision may be to deter a future takeover attempt which the Board
has not approved, but which a majority of the shareholders may deem to be in
their best interests or in which shareholders may receive a premium for their
shares over the then market value. The adoption of the Supermajority Voting and
Fair Price provision also may make it more difficult to obtain shareholder
approval of transactions covered by the provision, such as mergers or other
corporate combinations with persons who are Interested Shareholders, even if
approved by the Directors and favored by a majority of the shareholders.
Consideration of Nonmonetary Factors
Article 7 of the Holding Company's Articles of Incorporation requires
the Board of Directors, when evaluating a merger proposal, to consider the
social and economic effects of the transaction on employees, shareholders,
customers and suppliers in the communities in which the Holding Company
operates, in addition to monetary factors.
The Boards of Directors of the Holding Company and the Bank believe that
the inclusion of such provisions in the Holding Company's Articles of
Incorporation is appropriate in light of the importance of the Bank to the
communities which it serves.
In some circumstances, the nonmonetary factors provision could influence
the Board of Directors to oppose a tender offer or other attempted acquisition
of control of the Holding Company that some shareholders might find financially
attractive. This provision may also have the effect of making Board approval of
an acquisition more difficult to secure and, consequently may have the effect of
delaying or discouraging a proposed takeover. In some cases, opposition to such
a proposal might have the effect of maintaining the tenure of incumbent
management.
Another effect of Article 7 may be to dissuade shareholders who might be
displeased with the Board of Directors' response to a tender offer from engaging
the Holding Company in costly and time consuming litigation. Such litigation
might involve an allegation by a shareholder that the Board of Directors
breached an obligation to the shareholders by not limiting its evaluation of a
tender offer solely to the value of the tender offer consideration in relation
to the then market price of the Holding Company's stock.
Nonetheless, the provisions of Article 7 of the Holding Company's Articles
of Incorporation do not diminish the fiduciary obligations of the Board of
Directors or management to the shareholders.
Director Qualification and Nomination Procedures
The Holding Company's bylaws provide that no person shall be a member of
the Board of Directors unless such person has been for at least two years
immediately prior to his or her election a resident in a county in which a
banking subsidiary of the Holding Company maintains an office except when the
election of such person is approved by the affirmative vote of at least
two-thirds of the members of the Board of Directors of the Holding Company then
in office. In addition, such person must not be, among other things, the holder
of more than 1% of the outstanding shares of any other banking corporation,
affiliate or subsidiary thereof, bank holding company, industrial loan company,
savings bank or association or finance company other than of the Holding Company
or any affiliate or subsidiary of the Holding Company, or a director, officer,
employee, agent, nominee or attorney of any such entity or who has or is the
nominee of
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<PAGE>
anyone who has any contract, arrangement or understanding with any such
entity other than the Holding Company or any affiliate or subsidiary of the
Holding Company.
The Holding Company's bylaws provide that director nominations, other than
those made by the Board of Directors, shall be made by notification in writing
delivered or mailed to the President of the Holding Company not less than 30
days or more than 60 days prior to any meeting of shareholders called for
election of directors. The provision also requires that the notice contain
detailed information about the nominee, including information necessary to
determine if the nominee is qualified under the bylaws.
Cumulative Voting
Cumulative voting means that a shareholder may cast the number of shares he
or she owns times the number of directors to be elected in favor of one nominee
or allocate such votes among the nominees as he or she determines. Shareholders
of the Holding Company will continue to have the right to vote cumulatively in
the elections of directors for the foreseeable future. Until and unless the
Holding Company's stock becomes designated as qualified for trading on the
NASDAQ National Market System and the Holding Company has at least 800 record
holders of its shares as of the record date of its most recent annual meeting of
shareholders, Section 708 of the California General Corporation Law ("CGCL")
will continue to apply and cumulative voting will continue to be required.
The Board of Directors and management have no intention in the foreseeable
future to qualify the Holding Company's stock for listing on the NASDAQ National
Market System nor to take any action which would otherwise result in the Holding
Company no longer being subject to Section 708 of the CGCL. Therefore,
cumulative voting is expected to remain in effect in the foreseeable future.
Additional Considerations
Federal law requires prior approval by the Board of Governors of the
Federal Reserve System before any company acquires control of a bank holding
company. In addition, pursuant to the California Financial Code, no person or
entity may directly or indirectly, acquire a controlling interest in a
California state-chartered bank without the prior written approval of the
California Department of Financial Institutions. Independent of any provision of
the Holding Company's Articles of Incorporation or bylaws, the requirement for
such regulatory approval may delay efforts to obtain control over the Holding
Company.
The Holding Company has 8,000,000 shares of authorized common stock of
which, after consummation of the proposed Reorganization, there will be
3,082,640 shares issued and outstanding. Therefore the Holding Company will have
4,917,360 shares of its authorized common stock available for future issuance by
the Board of Directors for any proper corporate purpose, subject to the
preemptive rights provided to the holders of the common stock of the Holding
Company by the Holding Company's Articles of Incorporation. See "Comparative
Descriptions of Common Stock - Preemptive Rights," below. These shares could be
issued into "friendly" hands by the Board of Directors in the event of an
attempt to gain control of the Holding Company. Because the Holding Company's
authorized but unissued shares could be issued and used in this manner, they
represent another potential anti-takeover device. In addition, as of December
31, 1999, the Bank had options outstanding to purchase an aggregate of 196,665
shares of its stock and 519,960 shares are reserved for granting further
options.
The Holding Company's Articles of Incorporation and bylaws currently
contain no other provisions that were intended to be or could fairly be
considered as anti-takeover in nature or effect. The Board of Directors has no
present intention to amend the Articles of Incorporation to add any further
anti-takeover provisions.
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<PAGE>
MARKET PRICES OF STOCK
The Holding Company
First Northern Community Bancorp was incorporated in California on February
8, 2000. No shares of the Holding Company have been issued since the date of its
incorporation to the present time. Therefore, no market exists at this time for
the Holding Company's stock. As a result of the Reorganization, Bank
shareholders will receive for their Bank stock shares of Holding Company stock.
It is anticipated that trades of the Holding Company's common stock will be
reported on the OTC Bulletin Board.
The Bank
The Bank had approximately 868 shareholders of record as of February 29,
2000. The Bank's common stock is not listed on any exchange, nor is it included
on NASDAQ. However, trades may be reported on the OTC Bulletin Board under the
symbol "FDIX." The Bank is aware that Hoefer & Arnett, Inc., Pacific Crest
Securities, Paine Webber, Inc. and Sutro & Co. make a market in the Bank's
common stock. Management is aware that there are also private transactions in
the Bank's common stock, although the data set forth below may not reflect all
such transactions.
The following table summarizes the range of sales prices of the Bank's
common stock for each quarter during the last two fiscal years and is based on
information provided by Hoefer & Arnett, Inc. The quotations reflect the price
that would be received by the seller without mark-ups, mark-downs or commissions
and may not have represented actual transactions:
High Low
---- ---
1999
----
Fourth Quarter $14.00 $13.50
Third Quarter $14.50 $13.25
Second Quarter $14.00 $12.75
First Quarter $13.50 $11.75
1998
----
Fourth Quarter* $15.00 $13.00
Third Quarter $30.50 $26.00
Second Quarter $29.38 $27.63
First Quarter $30.00 $27.68
--------------------
*On July 30, 1998, the Board of Directors declared a two-for-one stock
split of the Bank's common stock in which each share of the Bank's stock
was converted into two shares. The two-for-one stock split was effective
on August 31, 1998.
DIVIDENDS
The Holding Company
Since the date of its incorporation, the Holding Company has paid no
dividends. After consummation of the Reorganization, the amount and timing of
any future dividends will be determined by its Board of Directors and will
substantially depend upon the earnings and financial condition of its principal
subsidiary, the Bank. The ability of the Holding Company to obtain funds for the
payment of dividends and for other cash requirements is largely dependent on the
amount of dividends which may be declared by its subsidiary, the Bank.
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<PAGE>
Because the Bank is a California state-chartered bank, its ability to pay
dividends or make distributions to its shareholders is subject to restrictions
set forth in the California Financial Code. The California Financial Code
restricts the amount available for cash dividends by state-chartered banks to
the lesser of retained earnings or the bank's net income for its last three
fiscal years (less any distributions to shareholders made during such period).
In the event the Bank has no available funds for dividends as described above,
then any dividends contemplated would require approval from the Commissioner of
Financial Institutions.
The Holding Company is a California corporation. Under the CGCL, the
Holding Company will be restricted in its ability to declare and pay dividends.
The Holding Company may make a distribution to its shareholders if one of the
following standards is met: (i) the retained earnings of the corporation
immediately prior to the distribution exceeds the amount of the proposed
distribution; or (ii) the assets of the corporation exceed 1-1/4 times its
liabilities and the current assets of the corporation exceed its current
liabilities, but if the average pre-tax net earnings of the corporation before
interest expense for the two years preceding the distribution was less than the
average interest expense of the corporation for those years, the current assets
of the corporation must exceed 1-1/4 times its current liabilities.
Management believes that, for the foreseeable future, the ability of the
Holding Company to pay cash dividends will effectively remain the same as the
Bank.
The Bank
The Bank has not paid a cash dividend in the past five years and does not
expect to pay a cash dividend in the near future. The Bank has paid a 5% stock
dividend to shareholders in 1999, a 5% stock dividend in 1998 and a 4% stock
dividend in 1997.
The Holding Company anticipates continuing to pay stock dividends in the
future. In the opinion of the Bank's management, for the foreseeable future,
there is no reason to expect a decrease in the Holding Company's stock dividend
rate relative to the Bank's stock dividend rate, although no assurance can be
given as to the occurrence of events in the future which may adversely affect
the rate of stock dividends by the Bank or the Holding Company.
CAPITALIZATION
The following table sets forth the capitalization of the Bank as of
December 31, 1999 and the pro forma capitalization of the Holding Company as of
December 31, 1999, assuming that the Reorganization had been consummated at such
date and the Holding Company had redeemed and canceled the shares of Merger Co.
issued to the Holding Company.
<TABLE>
<CAPTION>
Bank Merger Co. Adjustments Holding Company
(Actual) (Actual)(1) (Pro Forma) (Pro Forma)
-------- ----------- ------------- ---------------
<S> <C> <C> <C> <C>
Common Stock $ 23,322,001 $ 100 $ (100) $ 23,322,001
Preferred Stock ------ ----
Additional Paid-in Capital 976,850 ---- ---- 976,850
Accumulated Other Comprehensive
Income (1,739,299) (1,739,299)
Retained Earnings 9,513,151 9,513,151
------------ ------------- ------------- -------------
Total Shareholders' Equity $ 32,072,703 $ 100 $ (100) $ 32,072,703
============= ======== =========== ============
- ------------------
(1) Represents the capitalization of Merger Co. of $100.
</TABLE>
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FINANCIAL STATEMENTS
The Bank's audited Balance Sheets as of December 31, 1999 and 1998, the
related audited Statements of Earnings, Changes in Shareholders' Equity and Cash
Flows for each of the three years ended December 31, 1999 are included in the
Bank's Annual Report, a copy of which is being sent to the Bank's shareholders
concurrently with this Proxy Statement/Offering Circular. Financial statements
of the Bank are not included herein as they are not deemed material to the
exercise of prudent judgment by shareholders with respect to the matters to be
acted upon at the Meeting. If any shareholder so desires, he or she may obtain
an additional copy of such financial statements upon written request to Mr.
James S. Duke, Corporate Secretary, First Northern Bank of Dixon, 195 North
First Street, Dixon, California 95620.
In accordance with Securities and Exchange Commission Staff Accounting
Bulletin No. 50, Financial Statement Requirements in Filings Involving the
Formation of a Bank Holding Company, the Bank's audited consolidated balance
sheets as of December 31, 1999 and 1998 and related audited consolidated
statements of income, shareholders' equity and cash flows for each of the three
years ended December 31, 1999, prepared in conformity with generally accepted
accounting principles, and report of independent public accountants, are
included as part of the Bank's 1999 Annual Report to Shareholders, a copy of
which is being concurrently furnished to shareholders. Additional copies of the
Bank's 1999 Annual Report to Shareholders are available to each person to whom
this Proxy Statement/Offering Circular has been delivered, upon written request
of any such person, directed to Mr. James S. Duke, Corporate Secretary, First
Northern Bank of Dixon, 195 North First Street, Dixon, California 95620, (707)
678-3041.
No historical financial information is available for the Holding Company
since it is a newly formed California corporation.
HISTORY AND BUSINESS OF THE HOLDING COMPANY
General
The Holding Company was incorporated under the laws of the State of
California on February 8, 2000, for the purpose of becoming the holding company
of the Bank. Immediately prior to consummation of the Reorganization, the
Holding Company will own all of the stock of Merger Co. Thereafter, Merger Co.
will merge with the Bank. Shareholders of the Bank will become shareholders of
the Holding Company. The Holding Company will become the sole shareholder of the
Bank. The Bank will carry on the business of the Bank under the name "First
Northern Bank of Dixon ." The executive offices of the Holding Company are
located at 195 North First Street, Dixon, California 95620. A copy of the
Holding Company's Articles of Incorporation is attached hereto as Annex II.
--------
Employees
The Holding Company has no employees other than its officers, each of whom
is also an employee and officer of the Bank and who serve in their capacity as
officers of the Holding Company without additional compensation. Upon
consummation of the Reorganization, the Holding Company, whose sole business
function initially will be to hold 100% of the outstanding stock of the Bank,
does not anticipate any immediate change in the number of or status of its
employee officers. The status of the Bank's employees is not expected to be
affected by the Reorganization.
Board of Directors
The Directors of the Holding Company are Lori J. Aldrete, Frank J. Andrews,
Jr., John M. Carbahal, Gregory DuPratt, John F. Hamel, Diane P. Hamlyn, William
H. Jones, Jr., Foy S. McNaughton, Owen J. Onsum, David W. Schulze and Thomas S.
Wallace, each of whom also serve as Directors of the Bank. Directors of the
Holding Company are elected to one-year terms. Under the provisions of the
Holding Company's bylaws, the number of authorized directors may not be less
than seven nor more than 13 with the exact number to be determined by resolution
adopted
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<PAGE>
from time to time by the Board of Directors. Upon consummation of the
Reorganization, the Directors of the Holding Company will beneficially own the
following percentages of Holding Company stock:
Directors Percentage of Common Stock
--------- --------------------------
Lori J. Aldrete .29
Frank J. Andrews, Jr. .29
John M. Carbahal .38
Gregory DuPratt .30
John F. Hamel 1.34
Diane P. Hamlyn .86
William H. Jones, Jr. 1.40
Foy S. McNaughton .06
Owen J. Onsum 2.71
David W. Schulze 1.75
Thomas W. Wallace .31
All directors as a group (11 persons) 9.69
Remuneration of Directors and Officers
The Holding Company has paid no remuneration to its officers and directors
since its incorporation. It is not anticipated that the Holding Company's
officers and directors will initially be paid any additional compensation by the
Holding Company other than that currently paid to them by the Bank.
Indemnification
The Holding Company's Articles of Incorporation and bylaws provide for
indemnification of officers, directors, employees and agents to the fullest
extent permitted by California law.
California law generally allows indemnification in matters not involving
actions by or in the right of the corporation, to an agent of the corporation if
such person acted in good faith and in a manner such person reasonably believed
to be in the best interests of the corporation, and in the case of a criminal
matter, had no reasonable cause to believe the conduct of such person was
unlawful. California law, with respect to matters involving actions by or in the
right of a corporation, allows indemnification of an agent of the corporation,
if such person acted in good faith, in a manner such person believed to be in
the best interests of the corporation and its shareholders; provided that there
shall be no indemnification for: (i) amounts paid in settling or otherwise
disposing of a pending action without court approval; (ii) expenses incurred in
defending a pending action which is settled or otherwise disposed of without
court approval; (iii) matters in which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the court in
which the proceeding is or was pending shall determine that such person is
entitled to be indemnified; or (iv) certain other matters specified in the CGCL.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers or persons controlling the Holding Company
pursuant to provisions in the Holding Company's Articles of Incorporation and
bylaws, the Holding Company has been informed that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the 1933 Act, and
is therefore unenforceable.
The Reorganization of the Bank into a subsidiary of the Holding Company is
not expected to have any effect on the ability of the Bank or the Holding
Company to obtain officers and directors indemnification insurance, or the rates
at which such insurance is available. The provisions regarding indemnification
may not be applicable under certain federal banking laws and regulations.
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<PAGE>
HISTORY AND BUSINESS OF THE BANK
General
The Bank was established in 1910 under State Charter as Northern Solano
Bank, and opened for business on February 1 of that year. On January 2, 1912,
the First National Bank of Dixon was established under a Federal Charter, and
until 1955, the two entities operated side by side under the same roof and with
the same management. In an effort to increase efficiency of operation, reduce
operating expense, and improve lending capacity, the two banks were consolidated
on April 8, 1955. In order to reduce reserve requirements and operate with
higher lending limits, on January 1, 1980, the Federal Charter was relinquished
in favor of a California State charter, and the Bank's name was changed to First
Northern Bank of Dixon.
First Northern Bank of Dixon engages in the general commercial banking
business in El Dorado, Solano and Yolo Counties, and parts of Sacramento County,
California.
The Bank's Administrative Offices are located in Dixon. Also located in
Dixon are the Data Processing/Central Operations Department and the Central Loan
Department.
The Bank has seven full service branches located in the Solano County
cities of Dixon, Fairfield and Vacaville. The remaining four Branches are
located in the Yolo County cities of Winters, Davis, West Sacramento and
Woodland. In addition, the Bank has a Real Estate Department in Davis, which
deals solely in residential mortgages and construction loans, a Real Estate Loan
Office in El Dorado Hills, El Dorado County, and an SBA Loan Office in
Sacramento.
The Bank is in the commercial banking business, which includes accepting
demand, interest bearing transaction, savings, and time deposits, and making
commercial, consumer, and real estate related loans. It also offers installment
note collection, issues cashier's checks and money orders, sells travelers'
checks, rents safe deposit boxes and provides other customary banking services.
The Bank is a member of the Federal Deposit Insurance Corporation ("FDIC") and
each depositor's account is insured up to $100,000.
The Bank also offers a complete range of alternative investment products
and services. The Bank offers these services through Select Capital Corporation,
an independent broker/dealer and a member of NASD and SIPC; and Select Advisors,
Inc., a registered investment advisor. All investments and/or financial services
offered by the representatives of Select Capital Corporation and Select
Advisors, Inc. are not insured by the FDIC.
The Bank offers limited international banking services and is considering
offering trust services on an affiliated basis.
The operating policy of the Bank since inception has emphasized serving the
banking needs of individuals and small-to medium-sized businesses. In Dixon,
this has included businesses involved in crop and livestock production. The
economy of the Dixon area was primarily dependent upon agricultural related
sources of income and most employment opportunities were also related to
agriculture.
Agriculture continued to be a significant factor in the Bank's business
after the opening of the first branch office in Winters in 1970. A significant
step was taken in 1976 to reduce the Bank's dependence on agriculture with the
opening of the Davis Branch.
The Davis economy is supported significantly by the University of
California, Davis. In 1981, a depository branch was opened in South Davis, and
was consolidated into the main Davis branch in 1986.
In 1983, the West Sacramento branch was opened. The West Sacramento economy
is largely based on transportation and distribution related businesses. This
addition to the Bank's market area has further reduced the Bank's dependence on
agriculture.
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In order to accommodate the demand of the Bank's customers for long-term
residential real estate loans, a Real Estate Loan Office was opened in 1983.
This office is centrally located in Davis, and has enabled the Bank to access
the secondary real estate market.
The Vacaville branch was opened in 1985. Vacaville is a rapidly growing
community with a diverse economic base including state prison (Department of
Corrections), food processing, distribution, shopping centers (Factory Outlet
Stores), medical, and other varied industries.
In 1994, the Fairfield branch was opened. Fairfield has also been a rapidly
growing community bounced by Vacaville on the east. Its diverse economic base
includes military (Travis AFV), food processing (Anheuser-Busch plant), retail
(Solano Mall), manufacturing medical, and agriculture. Fairfield is the county
seat for Solano County.
A Real Estate Production Office was opened in El Dorado Hills, in April of
1996, to serve the growing mortgage loan demand in the foothills area north of
Sacramento.
A Small Business Administration (SBA) Loan Department was opened in April
of 1997 in Sacramento to serve the small business and industrial loan demand
throughout the Bank's entire market area.
In June of 1997, the Bank's seventh branch was opened in Woodland, the
County Seat of Yolo County. Woodland is an expanding and diversified 10.5 square
mile city with an economy dominated by agribusiness, retail services, and an
expanding industrial sector.
Through this period of change and diversification, the Bank's policy, which
emphasizes serving the banking needs of individuals and small-to medium-sized
businesses, has not changed. The Bank takes real estate, crop proceeds,
securities, savings and time deposits, automobiles, and equipment as collateral
for loans.
Most of the Bank's deposits are attracted from the market of northern and
central Solano and southern Yolo counties. The Bank is not dependent on any
single person or entity for its deposits. The loss of any one or more of the
Bank's depositors would not have a material adverse effect on the business of
the Bank.
Competition
In the past, an independent bank's principal competitors for deposits and
loans have been other banks (particularly major banks), savings and loan
associations and credit unions. To a lesser extent, competition was also
provided by thrift and loans, mortgage brokerage companies and insurance
companies. Other institutions, such as brokerage houses, mutual fund companies,
credit card companies and even retail establishments have offered new investment
vehicles which also compete with banks for deposit business. The direction of
federal legislation in recent years seems to favor competition between different
types of financial institutions and to foster new entrants into the financial
services market, and it is anticipated that this trend will continue.
In order to compete with major financial institutions and other competitors
in its primary service areas, the Bank relies upon the experience of its
executive and senior officers in serving business clients, and upon its
specialized services, local promotional activities and the personal contacts
made by its officers, directors, and employees.
For customers whose loan demand exceeds the Bank's legal lending limit, the
Bank may arrange for such loans on a participation basis with correspondent
banks. The seasonal swings discussed earlier have, in the past, had some impact
on the Bank's liquidity. The management of investment maturities, sale of loan
participations, federal fund borrowings, qualification for funds under the
Federal Reserve Bank's seasonal credit program, and the ability to sell
mortgages in the secondary market have allowed the Bank to satisfactorily manage
its liquidity.
The enactment of the Interstate Banking and Branching Act in 1994, as well
as the California Interstate Banking and Branching Act of 1995, will likely
increase competition within California. Regulatory reform, as well as other
changes in federal and California law will also affect competition. While the
impact of these changes, and of other
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proposed changes, cannot be predicted with certainty, it is clear that the
business of banking in California will remain highly competitive.
Employees
As of February 29, 2000, the Bank had approximately 195 employees,
consisting of 77 officers, 45 full-time employees and 73 part-time employees.
The Bank believes that its employee relations are satisfactory.
Property
The Bank operates 12 offices in the El Dorado, Sacramento, Solano and Yolo
Counties of California. The Bank owns five of these offices. The Bank's other
facilities are leased.
Year 2000
Prior to December 31, 1999, the Bank initiated and completed a
comprehensive Year 2000 audit program, which consisted of a five step plan to
inventory and correct any systems that were not Year 2000 compliant. The Bank
engages the services of third-party software vendors and service providers for
substantially all of its electronic data processing. Thus, the focus of the Bank
was to monitor the Year 2000 compliance of its primary software providers. Bank
regulatory agencies continuously surveyed the Bank's progression and results of
the Bank's Year 2000 compliance efforts. To date, the Bank has not, nor to the
Bank's knowledge, have its third-party software vendors or service providers
experienced any material Year 2000-related problems. The Bank will continuously
monitor its own and its third-party software vendors' and service providers'
Year 2000 compliance.
Litigation
There is no material pending litigation to which the Holding Company, the
Bank or Merger Co. is a party, other than routine litigation incidental to the
business of the Bank. Further, there is no material legal proceeding in which
any director, executive officer, principal shareholder, or affiliate of the
Holding Company, the Bank or Merger Co. or any associate of any such director,
executive officer, or principal shareholder is a party and has a material
interest adverse to the Holding Company, the Bank or Merger Co. None of the
routine litigation in which the Bank is involved is expected to have a material
adverse impact upon the financial position or results of operations of the
Holding Company, the Bank or Merger Co.
Board of Directors and Officers
The Bank's Board of Directors is presently composed of eleven members, each
of whom stand for election each year. For additional information concerning
directors and executive officers, see "Election of Directors," above.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Executive Officers' and Directors' Compensation
Information concerning the annual and long-term compensation for executive
officers and directors is set forth above under "Election of
Directors--Executive Compensation."
Committees and Meetings of the Board of Directors
Information concerning the committees and the meetings of the Board of
Directors during 1999 is set forth above under "Election of
Directors--Committees of the Board of Directors of the Bank" and "Election of
Directors--Board of Directors Meetings."
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CERTAIN TRANSACTIONS
Some of the Bank's directors and executive officers, as well as their
associates and companies in which they have a financial interest, are customers
of, and have had banking transactions with, the Bank in the ordinary course of
the Bank's business, and the Bank expects to have ordinary banking transactions
with these persons or entities in the future. Except as set forth below, in the
opinion of the Bank's management, the Bank made all loans and commitments to
lend included in such transactions in compliance with applicable laws and on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons or
entities of similar creditworthiness, and these loans did not involve more than
a normal risk of collectibility or present other unfavorable features.
No director or officer of the Bank, or their associates, have had
outstanding, since the beginning of 1999, aggregate extensions of credit from
the Bank in excess of 10% of the Bank's total equity capital accounts.
The aggregate extensions of credit by the Bank to all directors and
executive officers and their respective associates as a group at any time since
January 1, 1999, did not exceed 20% of the Bank's total equity capital accounts
on that date.
SUPERVISION AND REGULATION
The following is a summary of certain statutes and regulations affecting
the Holding Company and the Bank. This summary is qualified in its entirety by
such statutes and regulations.
Holding Company Regulation
The Holding Company will be a registered bank holding company under the
Bank Holding Company Act of 1956 (the "Bank Holding Company Act") as amended,
and as such will be subject to regulation by the Federal Reserve Board. A bank
holding company is required to file with the Federal Reserve Board annual
reports and other information regarding its business operations and those of its
subsidiaries. A bank holding company and its subsidiary banks are also subject
to examination by the Federal Reserve Board.
The Bank Holding Company Act requires every bank holding company to obtain
the prior approval of the Federal Reserve Board before acquiring substantially
all the assets of any bank or bank holding company or ownership or control of
any voting shares of any bank or bank holding company, if, after such
acquisition, it would own or control, directly or indirectly, more than 5% of
the voting shares of such bank or bank holding company.
In approving acquisitions by bank holding companies of companies engaged in
banking-related activities, the Federal Reserve Board considers whether the
performance of any such activity by a subsidiary of the holding company
reasonably can be expected to produce benefits to the public, such as greater
convenience, increased competition, or gains in efficiency, which outweigh
possible adverse effects, such as overconcentration of resources, decrease of
competition, conflicts of interest, or unsound banking practices.
Bank holding companies are restricted in, and subject to, limitations
regarding transactions with subsidiaries and other affiliates.
Capital
The Federal Reserve Board and FDIC require banks and holding companies to
maintain minimum capital ratios.
The Federal Reserve Board and the FDIC have adopted substantially similar
risk-based capital guidelines. These ratios involve a mathematical process of
assigning various risk weights to different classes of assets, then evaluating
the sum of the risk-weighted balance sheet structure against the capital base of
the Bank and the Holding Company. The rules set the minimum guidelines for the
ratio of Total Capital to risk-weighted assets (including certain off-balance
sheet activities, such as standby letters of credit) at 8% and the ratio of Tier
1 Capital to risk-weighted assets (including certain
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off-balance sheet activities) at 4%. To be well capitalized, the minimum
ratio for Total Capital is 10% and the minimum ratio for Tier 1 Capital is 6%.
At least half of the total capital is to be composed of common equity, retained
earnings, and a limited amount of perpetual preferred stock less certain
goodwill items ("Tier 1 Capital"). The remainder may consist of a limited amount
of subordinated debt, other preferred stock, or a limited amount of loan loss
reserves. At December 31, 1999, on a pro forma basis as if the transaction had
been consummated on such date, the Holding Company's consolidated risk-adjusted
Tier 1 Capital and Total Capital, as defined by the regulatory agencies based on
the fully phased in 1992 guidelines, were 13.6% and 14.9% of risk-weighted
assets, respectively, well above the minimum and well-capitalized standards
mandated by the regulatory agencies.
In addition, the federal banking regulatory agencies have adopted leverage
capital guidelines for banks and bank holding companies. Under these guidelines,
banks and bank holding companies must maintain a minimum ratio of 3% Tier 1
Capital (as defined for purposes of the risk-based capital guidelines) to total
assets. However, most banking organizations are expected to maintain capital
ratios well in excess of the minimum levels and generally must keep such Tier 1
ratio at or above 5%. To be well capitalized, the minimum Tier 1 ratio must be
6%. As of December 31, 1999, on a pro forma basis as if the transaction had been
consummated on such date, the Holding Company's leverage ratio was 8.7%, well
above the regulatory minimum and well-capitalized standards.
Regulatory authorities may increase such minimum requirements for all banks
and bank holding companies or for specified banks or bank holding companies.
Increases in the minimum required ratios could adversely affect the Bank and the
Holding Company, including their ability to pay dividends.
Additional Regulation
The Bank is also subject to federal regulation as to such matters as
required reserves, limitation as to the nature and amount of its loans and
investments, regulatory approval of any Reorganization or Reorganization,
issuance or retirement by the Bank of its own securities, limitations upon the
payment of dividends and other aspects of banking operations. In addition, the
activities and operations of the Bank are subject to a number of additional
detailed, complex and sometimes overlapping laws and regulations. These include:
o state consumer credit laws;
o laws relating to fiduciaries;
o the Federal Truth-in-Lending Act and Regulation Z;
o the Federal Equal Credit Opportunity Act and Regulation B;
o the Fair Credit Reporting Act;
o the Truth in Savings Act;
o the Community Reinvestment Act;
o anti-redlining legislation; and
o antitrust laws.
Dividend Regulation
The ability of the Holding Company to obtain funds for the payment of
dividends and for other cash requirements is largely dependent on the amount of
dividends which may be declared by its subsidiary, the Bank. The Bank will be
subject to various statutory and regulatory restrictions on its ability to pay
dividends to the Holding Company. Under such restrictions, the amount available
for payment of dividends to the Holding Company by the Bank totaled $8,813,497
at December 31, 1999. In addition, the California Department of Financial
Institutions and the FDIC
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have the authority to prohibit the Bank from paying dividends, depending
upon the Bank's financial condition, if such payment is deemed to constitute an
unsafe or unsound practice.
The FDIC and the Commissioner also have authority to prohibit the Bank from
engaging in activities that, in the FDIC's or the Commissioner's opinion,
constitute unsafe or unsound practices in conducting its business. It is
possible, depending upon the financial condition of the bank in question and
other factors, that the FDIC or the Commissioner could assert that the payment
of dividends or other payments might, under some circumstances, be such an
unsafe or unsound practice. Further, the FDIC and the Federal Reserve Board have
established guidelines with respect to the maintenance of appropriate levels of
capital by banks or bank holding companies under their jurisdiction. Compliance
with the standards set forth in such guidelines and the restrictions that are or
may be imposed under the prompt corrective action provisions of federal law
could limit the amount of dividends which the Bank or the Company may pay.
The ability of a California corporation to declare and pay dividends is
restricted by the CGCL. As a California corporation, the Holding Company will be
restricted in its ability to declare and pay dividends. The Holding Company may
make a distribution to its shareholders if one of the following standards is
met: (i) the retained earnings of the corporation immediately prior to the
distribution exceeds the amount of the proposed distribution; or (ii) the assets
of the corporation exceed 1-1/4 times its liabilities and the current assets of
the corporation exceed its current liabilities, but if the average pre-tax net
earnings of the corporation before interest expense for the two years preceding
the distribution was less than the average interest expense of the corporation
for those years, the current assets of the corporation must exceed 1-1/4 times
its current liabilities.
Government Policies and Legislation
The policies of regulatory authorities, including the Federal Reserve Board
and FDIC, have had a significant effect on the operating results of commercial
banks in the past and are expected to do so in the future. An important function
of the Federal Reserve System is to regulate aggregate national credit and money
supply through such means as open market dealings in securities, establishment
of the discount rate on member bank borrowings, and changes in reserve
requirements against member bank deposits. Policies of these agencies may be
influenced by many factors, including inflation, unemployment, short-term and
long-term changes in the international trade balance and fiscal policies of the
United States government.
The United States Congress has periodically considered and adopted
legislation which has resulted in further deregulation of both banks and other
financial institutions, including mutual funds, securities brokerage firms and
investment banking firms. No assurance can be given as to whether any additional
legislation will be adopted or as to the effect such legislation would have on
the business of the Bank or the Holding Company. In addition to the relaxation
or elimination of geographic restrictions on banks and bank holding companies, a
number of regulatory and legislative initiatives have the potential for
eliminating many of the product line barriers presently separating the services
offered by commercial banks from those offered by non-banking institutions.
Recently Enacted Legislation
On November 12, 1999 President Clinton signed into law the
Gramm-Leach-Bliley Act (the "GLB Act"), which becomes effective on March 11,
2000. The GLB Act repeals provisions of the Glass-Steagall Act, which prohibits
commercial banks and securities firms from affiliating with each other and
engaging in each other's businesses. Thus, many of the barriers prohibiting
affiliations between commercial banks and securities firms have been eliminated.
The Bank Holding Company Act is also amended by the GLB Act, to allow new
"financial holding companies" to offer banking, insurance, securities and other
financial products to consumers. Specifically, the GLB Act amends section 4 of
the Bank Holding Company Act in order to provide for a framework for the
engagement in new financial activities. A bank holding company may elect to
become a financial holding company if all of its subsidiary depository
institutions are well-capitalized and well-managed. If these requirements are
met, a bank holding company may file a certification to that effect with the
Federal Reserve Board and declare that it chooses to become a financial holding
company. After the certification and declaration is filed, the financial holding
company may engage either de novo or through an acquisition in any activity that
has been determined by the Federal Reserve Board to be financial in nature or
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incidental to such financial activity. Bank holding companies may engage in
financial activities without prior notice to the Federal Reserve Board if those
activities qualify under the new list in section 4(k) of the Bank Holding
Company Act. However, notice must be given to the Federal Reserve Board within
thirty days after a financial holding company has commenced one or more of the
financial activities.
Under the GLB Act, FDIC-insured state banks, subject to various
requirements (and national banks) are permitted to engage through "financial
subsidiaries" in certain financial activities permissible for affiliates of
FHCs. However, to be able to engage in such activities the state bank must also
be well-capitalized and well-managed and receive at least a "satisfactory"
rating in its most recent Community Reinvestment Act examination.
The Holding Company cannot be certain of the effect of the foregoing
recently enacted legislation on its business, although there is likely to be
consolidation among financial services institutions and increased competition
for all bank holding companies.
COMPARATIVE DESCRIPTION OF COMMON STOCK
General
The Holding Company is a California corporation and, accordingly, is
governed by the CGCL and its Articles of Incorporation and bylaws. The Bank is a
California corporation and, accordingly, has been and will be, through the
Effective Date of the Merger, also governed by the CGCL and by its Articles of
Incorporation and bylaws. The holders of Bank common stock will, upon the
completion of the Reorganization, become shareholders of the Holding Company,
and their rights as such will be governed by the CGCL and the Holding Company's
Articles of Incorporation and bylaws.
The following is a general comparison of the rights of the shareholders of
the Bank under the Bank's Articles of Incorporation and bylaws, on the one hand,
and the rights of Holding Company shareholders (the holders of the Holding
Company common stock after the Merger) under the Holding Company's Articles of
Incorporation, on the other. This discussion is only a summary of certain
provisions and does not purport to be a complete description of such
similarities and differences, and is qualified in its entirety by reference to
the CGCL, the California Financial Code, the common law thereunder, and the full
text of the Holding Company's Articles of Incorporation, the Holding Company's
bylaws, the Bank's Articles of Incorporation and the Bank's bylaws.
Authorized Capital
The authorized capital stock of the Holding Company consists of 8,000,000
shares of common stock, with no par value per share. The authorized capital
stock of the Bank consists of 8,000,000 shares of common stock, no stated par
value per share, 3,082,640 of which were outstanding as of February 29, 2000.
Assuming the consummation of the holding company Reorganization, the
Holding Company will issue 3,082,640 shares of its common stock to existing
shareholders of the Bank on the basis of one share of Holding Company common
stock for each share of common stock of the Bank. The Holding Company will have
a capital structure of 8,000,000 authorized shares of no par value common stock
of which 3,082,640 shares would be outstanding upon consummation of the
Reorganization.
The balance of the Holding Company's authorized capital stock will be
available to be issued when and as the Board of Directors of the Holding Company
determines it advisable to do so. Such shares of capital stock could be issued
for the purpose of raising additional capital, in connection with acquisitions
of other businesses, or for other appropriate purposes. The Board of Directors
of the Holding Company has the authority to issue shares of common stock to the
extent of the number of authorized unissued shares without obtaining the
approval of existing holders of common stock, subject to the preemptive rights
provided to the holders of the common stock of the Holding Company by the
Holding Company's Articles of Incorporation. See "Comparative Descriptions of
Common Stock - Preemptive Rights," below.
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The issuance of additional shares of Holding Company common stock could
adversely affect the voting power of holders of common stock. There are no
present plans, understandings, arrangements or agreements to issue any
additional shares of Holding Company common stock other than pursuant to the
stock option plans and employee stock purchase plan to be assumed by the Holding
Company.
Voting Rights
Each share of common stock of the Holding Company and the Bank entitles the
holder thereof to one vote on all matters, except in the election of directors.
Shareholders of the Bank have, and shareholders of the Holding Company will
have, cumulative voting rights as to the election of directors. See "Comparative
Description of Common Stock --Cumulative Voting," below.
Nominations for election to the Board of Directors, made other than by the
Board of Directors, must be made in accordance with the procedures set forth in
the Holding Company's bylaws, which are the same as the procedures set forth in
Article III, Section 21 of the Bank's bylaws. In addition, directors must
satisfy certain qualifications set forth in the Holding Company's bylaws, which
are essentially the same as the qualifications set forth in Article III, Section
20 of the Bank's bylaws. See "Anti-Takeover Measures--Director Qualification and
Nomination Procedures," above.
Liquidation Rights
In the event of liquidation, holders of common stock of the Holding Company
and the Bank are entitled to similar rights as to assets distributable to
shareholders on a pro rata basis.
Preemptive Rights
Pursuant to Article Fifth of the Bank's Articles of Incorporation, each
holder of common stock of the Bank have preemptive rights to subscribe for or to
purchase such holder's proportionate share of additional securities issued by
the Bank, except for securities issued pursuant to the Bank's stock option,
stock purchase or other stock plans or in connection with the acquisition by the
Bank of another entity or business segment of any such entity by merger,
purchase of substantially all the assets or other type of acquisition
transaction. Under a provision of the Holding Company's Articles of
Incorporation, holders of common stock of the Holding Company will have
comparable preemptive rights to subscribe for or to purchase additional
securities which may be issued by the Holding Company.
Cumulative Voting
Each share of common stock of the Bank entitles the holder thereof to one
vote on all matters except for the election of directors where shareholders are
entitled to vote cumulatively if a shareholder gives notice of an intention to
cumulate votes prior to the voting. Each share of common stock of the Holding
Company entitles the holder thereof to one vote on all matters except for the
election of directors where shareholders are entitled to vote cumulatively if a
shareholder gives notice of an intention to cumulate votes prior to the voting.
A shareholder voting cumulatively may cast votes equal to the number of shares
he or she owns times the number of Directors to be elected in favor of one
nominee or allocate such votes among the nominees as he or she determines.
However, pursuant to Section 708 of the CGCL, once the Holding Company's stock
becomes designated as qualified for trading on the NASDAQ National Market System
and the Holding Company has at least 800 shareholders as of the record date of
its most recent annual meeting of shareholders, then Section 708 of the CGCL
will no longer be applicable. The Board of Directors of the Holding Company has
no plans to cause the common stock of the Holding Company to be traded on the
NASDAQ National Market System.
Indemnification
The Holding Company's Articles of Incorporation and bylaws provide for
indemnification of officers, directors, employees and agents to the fullest
extent permitted by California law and provide for the elimination of liability
of directors for monetary damages to the fullest extent permissible under
California law and provide further for indemnification (by by-law, agreement or
otherwise) of agents to the fullest extent permissible under California law.
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Under certain circumstances, the provisions regarding indemnification may
not be applicable under certain federal banking and securities laws and
regulations.
Dividend Rights
Dividends may be paid on common stock of the Holding Company as are
declared by the Board of Directors out of funds legally available therefor. The
Holding Company is required to comply with California law with respect to, among
other things, distributions to shareholders.
Dividends may be paid on common stock of the Bank as are declared by the
Board of Directors out of funds legally available therefor. Dividends paid by
the Bank on its common stock must be declared from the lesser of retained
earnings or the Bank's net income for its last three fiscal years (less any
distributions made to shareholders during such period). In the event a bank has
no retained earnings or net income for its last three fiscal years, cash
dividends may be paid in an amount not exceeding the net income for such bank's
last preceding fiscal year only after obtaining the prior approval of the
Commissioner of Financial Institutions. The Commissioner of Financial
Institutions may order the bank to refrain from making a proposed distribution
if the making of the distribution by the bank would be unsafe or unsound.
State Anti-Takeover Statute
Under the CGCL, if a party that makes a tender offer or proposes to acquire
a corporation by a reorganization or certain sales of assets is controlled by
such corporation or an officer or director of such corporation, or if a director
or executive officer of such corporation has a material financial interest in
such party (each an "Interested Party Proposal"), (i) an affirmative opinion in
writing as to the fairness of the consideration to the shareholders of such
corporation must be delivered to shareholders of such corporation and (ii) such
shareholders must be (a) informed of certain later tender offers or written
proposals for a reorganization or sale of assets made by other persons and (b)
afforded a reasonable opportunity to withdraw any vote, consent or proxy
previously given or shares previously tendered in connection with the Interested
Party Proposal.
Anti-takeover Provisions
A vote of the holders of at least a majority of the outstanding shares of
common stock of the Bank is required to effectuate a voluntary liquidation of
the Bank, reorganization of the Bank, merger or reorganization of the Bank with
another bank, or the increase or decrease of the Bank's authorized or
outstanding capital stock, except as provided in Article Seventh of the Bank's
Articles of Incorporation. Similarly, a majority vote of the outstanding stock
is required for such transactions of the Holding Company, unless a higher or
lower voting requirement is established in the Holding Company's Articles of
Incorporation.
Pursuant to the Articles of Incorporation of the Bank, a majority vote of
the issued and outstanding shares is sufficient to amend the Articles of the
Incorporation of the Bank, other than Article Seventh. In accordance with
Article Seventh of the Bank's Articles of Incorporation a "Reorganization"
requires the approval of 70% of the outstanding shares of common stock unless
such Reorganization has been approved by 70% of the Board of Directors.
In accordance with Article 6 of the Holding Company's Articles of
Incorporation, a "Business Combination" (which includes any merger,
consolidation, sale, lease or other disposition of greater than 10% of the
assets of the Holding Company; issuance or sale of any securities of the Holding
Company; and adoption of a plan of liquidation) requires the approval of 66 2/3%
of the outstanding shares of common stock including those held by the Interested
Shareholder and the satisfaction of certain other conditions, including a "Fair
Price," unless such Business Combination has been approved by 66 2/3% of the
"Disinterested Directors." In addition, an amendment of Article 6 of the Holding
Company's Articles of Incorporation must be approved by the affirmative vote of
66 2/3% of the outstanding shares of common stock, and if there is an Interested
Shareholder, by a majority of the Disinterested Shareholders. Because the
executive officers and directors of the Holding Company will own approximately
11.41% of the shares of the Holding Company (assuming consummation of the
proposed Reorganization and assuming there are no dissenting shareholders to the
transaction), a Business Combination with an Interested Shareholder may be
difficult to approve without the consent of the Disinterested Directors and
management.
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If a California corporation amends its articles of incorporation to include
a supermajoirty voting provision, pursuant to Section 710 of the CGCL the
supermajority voting provision must be renewed every two years by the
affirmative vote of the percentage of the outstanding shares required by the
supermajority voting provision in order to remain effective. Because the
supermajority voting provisions of the Holding Company's Articles of
Incorporation are contained in the original articles of incorporation, the two
year renewal requirement of Section 710 is not applicable to the Holding
Company's supermajority voting provisions. Section 710 of the CGCL is also not
applicable to the supermajority voting provisions in the Bank's articles of
incorporation because they existed in Bank's articles of incorporation prior to
the adoption of Section 710.
In addition, the Holding Company's Articles of Incorporation requires the
Board of Directors, when evaluating a merger proposal, to consider the social
and economic effects of the transaction on employees, shareholders, customers
and suppliers in the communities in which the Bank operates, in addition to
monetary factors.
REPORTS
The Bank currently files periodic reports with the FDIC pursuant to the
Securities Exchange Act of 1934, as amended, as a "reporting company."
Subsequent to the consummation of the transaction, the Holding Company as
"successor" to the Bank will file similar reports with the SEC. The Holding
Company will deliver to the shareholders of the Holding Company an annual report
containing audited financial information as required under the Exchange Act.
While the Holding Company will file quarterly reports with the SEC, copies of
which may be obtained from the SEC, the Holding Company is not obligated and
does not currently intend to provide copies of such quarterly reports to
shareholders.
LEGAL OPINION
Certain legal matters in connection with the issuance of common stock of
the Holding Company in the Reorganization will be passed upon by Pillsbury
Madison & Sutro LLP, San Francisco, California.
SHAREHOLDER PROPOSALS
Under the rules of the regulatory authorities, if a shareholder wants to
include a proposal in the Bank's proxy statement and form of proxy for
presentation at the 2001 annual meeting of shareholders, the proposal must be
received by the Bank at its principal executive offices by November 25, 2000.
Under the Bank's bylaws, as permitted by the regulatory authorities,
certain procedures are provided which a shareholder must follow to nominate
persons for election as directors or to introduce an item of business at an
annual meeting of shareholders.
Nomination of directors must be made by notification in writing delivered
or mailed to the President of the Bank at the Bank's principal executive offices
not less that 30 days or more than 60 days prior to any meeting of shareholders
called for elections of directors and must contain certain information about the
director nominee. The Bank's annual meeting of shareholders is generally held on
the fourth Thursday of April. If the Bank's 2001 annual meeting of shareholders
is held on schedule, the Bank must receive notice of any nomination no earlier
than February 25, 2001, and no later than March 27, 2001. The Chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedures.
Notice of any business item proposed to be brought before an annual meeting
by a shareholder must be received by the Secretary of the Bank not less than 70
days or more than 90 days prior to the first anniversary of the preceding year's
annual meeting. The Bank must receive notice of any proposed business item no
earlier than January 27, 2001, and no later than February 16, 2001. If the Bank
does not receive timely notice, the Bank's bylaws preclude consideration of the
business item at the annual meeting. With respect to notice of a proposed item
of business, the bylaws provide that the notice must include a brief description
of the business desired to be brought before the meeting,
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the reasons for conducting such business at the meeting and certain
information regarding the shareholder giving the notice.
A copy of the Bank's bylaws may be obtained upon written request to the
Secretary of the Bank at the Bank's principal executive offices.
In the event the Reorganization is approved and effected, the Bank will
cease to be publicly held and the shareholders of the Bank will become
shareholders of the Holding Company. Because (i) the bylaws of the Holding
Company contain provisions governing shareholder proposals that are
substantially identical to those contained in the Bank's bylaws and (ii) it is
anticipated that the Holding Company's 2001 annual meeting would also be held on
the fourth Thursday of April each year, the foregoing dates and deadlines for
shareholder proposals are expected to be applicable to the Holding Company's
2001 annual meeting of shareholders.
OTHER MATTERS
The management of the Bank is not aware of any other matters to be
presented for consideration at the Meeting or any adjournments or postponements
thereof. If any other matters should properly come before the Meeting, it is
intended that the persons named in the enclosed Proxy will vote the shares
represented thereby in accordance with their best business judgment, pursuant to
the discretionary authority granted therein.
Upon the written request of any Shareholder, the Management will provide
without charge, a copy of the Bank's Annual Report on Form 10-K. All requests
should be addressed to Mr. James S. Duke, Corporate Secretary, First Northern
Bank of Dixon, 195 North First Street, Dixon, California 95620.
By Order of the Board of Directors
/s/ Owen J. Onsum
Owen J. Onsum
President and
Chief Executive Officer
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ANNEX I
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Agreement") is entered into
as of March 21, 2000, by and among FIRST NORTHERN BANK OF DIXON (the "Bank"),
FNCB Merger Corp. ("Merger Co."), and FIRST NORTHERN COMMUNITY Bancorp (the
"Holding Company").
RECITALS AND UNDERTAKINGS
A. The Bank is a California state-chartered bank with its principal office
in the City of Dixon, State of California. Merger Co. is a corporation duly
organized and existing under the laws of the State of California. The Holding
Company is a corporation duly organized and existing under the laws of the State
of California with its principal office in the City of Dixon, State of
California.
B. As of the date hereof, the Bank has 8,000,000 shares of common stock
without par value authorized and 3,064,147 shares of common stock issued and
outstanding.
C. As of the date hereof, Merger Co. has 100 shares of common stock without
par value authorized. Immediately prior to the Effective Time (as such term is
defined below), all 100 shares of such common stock will be issued and
outstanding, all of which shares will be owned by the Holding Company.
D. As of the date hereof, the Holding Company has 8,000,000 shares of
common stock without par value authorized.
E. The Boards of Directors of the Bank, the Holding Company and Merger Co.,
respectively, have unanimously approved this Agreement and the Agreement of
Merger attached hereto as Annex A (the "Merger Agreement ") and authorized the
execution and delivery of each thereof.
F. The Holding Company, as sole stockholder of Merger Co., has approved
this Agreement and authorized its execution.
AGREEMENT
Section 1. General
--------
1.1 The Merger. At the Effective Time, Merger Co. shall be merged with and
----------
into the Bank, with the Bank being the surviving corporation (the "Merger").
The Bank shall thereafter be a subsidiary of the Holding Company, and
its name shall continue to be "First Northern Bank of Dixon."
1.2 Effective Time. The merger described herein shall become effective at
--------------
the time when an executed copy of the Merger Agreement is filed with the
Secretary of State of the State of California in accordance with Section
1103 of the California General
Corporation Law (the "Effective Time").
1.3 Articles of Incorporation and Bylaws. At the Effective Time, the
------------------------------------
Articles of Incorporation of the Bank, as in effect immediately prior to the
Effective Time, shall remain the Articles of Incorporation of the Bank until
amended; the Bylaws of the Bank, as in effect immediately prior to the
Effective Time, shall remain the Bylaws of the Bank until amended; the
certificate of authority of the Bank issued by the Commissioner of Financial
Institutions of the State of California shall remain the certificate of
authority of the Bank, and the Bank's deposit insurance coverage by the Federal
Deposit Insurance Corporation shall remain the deposit insurance of the Bank.
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1.4 Directors and Officers. At the Effective Time, the directors and
---------------------
officers of the Bank immediately prior to the Effective Time shall remain the
directors and officers of the Bank. The directors of the Bank shall serve until
the next annual meeting of shareholders of the Bank or until such time as their
successors are elected and have been qualified.
1.5 Effect of the Merger.
--------------------
(a) Assets and Rights. At the Effective Time and thereafter, all rights,
-----------------
privileges, franchises and property of Merger Co. and all debts and liabilities
due or to become due to Merger Co., including choses in action and every
interest or asset of conceivable value or benefit, shall be deemed fully and
finally and without any right of reversion vested in the Bank without further
act or deed; and the Bank shall have and hold the same in its own right as
fully as the same was possessed and held by Merger Co.
(b) Liabilities. At the Effective Time and thereafter, all debts,
-----------
liabilities and obligations due or to become due of, and all claims
and demands for any cause existing against, Merger Co. shall be and become the
debts, liabilities or obligations of, or the claims or demands against, the Bank
in the same manner as if the Bank had itself incurred or become liable for them.
(c) Creditors' Rights and Liens. At the Effective Time and thereafter, all
---------------------------
rights or creditors of Merger Co. and all liens upon the property of Merger Co.
shall be preserved unimpaired, and shall be limited to the property affected by
such liens immediately prior to the Effective Time.
(d) Pending Actions. At the Effective Time and thereafter, any action or
---------------
proceeding pending by or against Merger Co. shall not be deemed to have abated
or been discontinued, but may be pursued to judgment with full right to appeal
or review. Any such action or proceeding may be pursued as if the merger
described herein had not occurred, or with the Bank substituted in place of
Merger Co. as the case may be.
1.6 Further Assurances. Merger Co. agrees that at any time, or from time to
------------------
time, as and when requested by the Bank, or by its successors or assigns, it
will execute and deliver, or cause to be executed and delivered, in its name by
its last acting officers, or by the corresponding officers of the Bank, all
such conveyances, assignments, transfers, deeds and other instruments, and will
take or cause to be taken such further or other action as the Bank, or its
successors or assigns, may deem necessary or desirable in order to carry out
the vesting, perfecting, confirming, assignment, devolution or other transfer
of the interests, property, privileges, powers, immunities, franchises and other
rights transferred to the Bank in this Section 1, or otherwise to carry out the
intent and purposes of this Agreement and the Merger Agreement.
Section 2. Stock
-----
2.1 Stock of Merger Co. At the Effective Time, each share of common stock
-------------------
of Merger Co. issued and outstanding immediately prior to the Effective date
shall, by virtue of the Merger, be deemed to be exchanged for and converted into
one share of fully paid and nonassessable common stock of the Bank.
2.2 Stock of the Bank. At the Effective Time, each share of common stock of
-----------------
the Bank issued and outstanding immediately prior to the Effective Time shall,
by virtue of the Merger, be deemed to be exchanged for and converted into one
share of fully paid and nonassessable common stock of the Holding Company, in
accordance with the provisions of Section 2.3 hereto (the "Exchange").
2.3 Exchange of Stock by the Bank Shareholders. At the Effective Time or as
------------------------------------------
soon as practicable thereafter, the following actions shall be taken to
effectuate the exchange and conversion specified in Section 2.2 hereof:
(a) The shareholders of the Bank of record immediately prior to the
Effective Time shall be allocated and entitled to receive for each share of
common stock of the Bank then held by them respectively one share of common
stock of the Holding Company.
(b) Subject to the provisions of Section 2.3(c) hereof, the Holding Company
shall issue to the shareholders of the Bank the shares of common stock of the
Holding Company which said shareholders are entitled to receive.
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<PAGE>
(c) After the Effective Time, outstanding certificates representing shares
of common stock of the Bank (except certificates issued to the Holding Company
in connection with the merger described herein) shall represent shares of the
common stock of the Holding Company, and such certificates may, but need not, be
exchanged by the holders thereof for new certificates for the appropriate number
of shares of the Holding Company.
2.4 Outstanding Options. After the Effective Time, and by virtue of the
-------------------
Merger, the options to purchase shares of capital stock of the Bank which have
been granted by the Bank pursuant to the Bank's Outside Directors' 1997
Non-Statutory Stock Option Plan and the First Northern Bank of Dixon 1997 Stock
Option Plan which shall be in effect immediately prior to the Merger shall be
deemed to be options granted by the Holding Company to purchase shares of common
stock of the Holding Company having the same exercise price and exercise
periods, and being for the same number of shares of common stock of the Holding
Company as was the number of shares of capital stock of the Bank covered by the
corresponding option granted by the Bank and subject to and in accordance with
the terms, conditions and provisions of such options, the Holding Company shall,
from time to time, issue shares of its common stock upon the exercise of such
options.
Section 3. Approvals
---------
3.1 Stockholder Approval. This Agreement and the Merger Agreement shall be
--------------------
submitted to the shareholders of the Bank for ratification and confirmation to
the extent required by, and in accordance with, applicable provisions of law.
3.2 Regulatory Approvals. Each of the parties hereto shall proceed
--------------------
expeditiously and cooperate fully in procuring all other consents and approvals,
and in satisfying all other requirements, prescribed by law or otherwise,
necessary or desirable for the merger described herein to be consummated,
including without limitation the consents and approvals referred to in Section
4.1(b) and 4.1(d) hereof.
Section 4. Conditions Precedent, Termination and Payment of Expenses
---------------------------------------------------------
4.1 Conditions Precedent to the Merger. Consummation of the Merger is
----------------------------------
subject to and conditioned upon the following:
(a) Ratification and confirmation of this Agreement and the Merger
Agreement by the shareholders of the Bank in accordance with applicable
provisions of law;
(b) Procuring all other consents and approvals and satisfying all other
requirements, prescribed by law or otherwise, which are necessary for the Merger
to be consummated, including without limitation: (i) approval from the Federal
Deposit Insurance Corporation, the Commissioner of Financial Institutions of the
State of California, and the Board of Governors of the Federal Reserve System;
and (ii) approval of the California Commissioner of Corporations under the
California Corporate Securities Law of 1968, and securities administrators of
other applicable jurisdictions, with respect to the securities of the Holding
Company issuable upon consummation of the Merger;
(c) Receipt and continued effectiveness at the Effective Time (unless
waived by each of the parties hereto) of an opinion of counsel and/or
accountants to the effect that neither the Merger nor the Exchange nor any of
the other transactions contemplated hereby or by the Merger Agreement will
result in any taxable gain or loss for the parties hereto or the shareholders of
the Bank;
(d) Procuring all consents or approvals, governmental or otherwise, which
in the opinion of counsel for the Bank are or may be necessary to permit or to
enable the Bank to conduct, upon and after the Merger, all or any part of the
businesses and other activities that the Bank engages in immediately prior to
the Merger, in the same manner and to the same extent that the Bank engaged in
such businesses and other activities immediately prior to the Merger; and
(e) Performance by each of the parties hereto of all of their respective
obligations under this Agreement and the Merger Agreement which are to be
performed prior to the consummation of the Merger.
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<PAGE>
4.2 Termination of the Merger. In the event that any condition specified in
-------------------------
Section 4.1 hereof cannot be fulfilled, or prior to the Effective Time the Board
of Directors of any of the parties hereto reaches any of the following
determinations:
(a) The number of shares of common stock of the Bank voting against the
Merger described herein makes consummation of the Merger inadvisable; or
(b) Any action, suit, proceeding or claim relating to the Merger, whether
initiated or threatened, makes consummation of the Merger inadvisable; or
(c) Consummation of the Merger is inadvisable for any other reason;
then this Agreement shall terminate. Upon termination, this Agreement shall
be void and of no further effect, and there shall be no liability by reason of
this Agreement or the termination hereof on the part of any of the parties
hereto or their respective directors, officers, employees, agents or
shareholders.
4.3 Expenses of the Merger. All expenses incurred by the Bank, Merger Co.
----------------------
and the Holding Company in connection with the Merger, including without
limitation filing fees, printing costs, mailing costs, accountant's fees and
legal fees, shall be borne by the Bank.
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<PAGE>
This Agreement amends and supplants that certain Agreement and Plan of
Reorganization of even date herewith executed by Owen J. Onsum and Louise A.
Walker in their capacities as officers of Bank, Merger Co. and Holding Company,
respectively.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
Bank: FIRST NORTHERN BANK OF DIXON
By:
----------------------------------
Name: Owen J. Onsum
Its President and Chief Executive Officer
By:
----------------------------------
Name: James S. Duke
Its: Corporate Secretary
Merger Co.: FNCB MERGER CORP.
By:
----------------------------------
Name: Owen J. Onsum
Its President and Chief Executive Officer
By:
----------------------------------
Name: James S. Duke
Its: Corporate Secretary
Holding Company: FIRST NORTHERN COMMUNITY BANCORP
By:
----------------------------------
Name: Owen J. Onsum
Its President and Chief Executive Officer
By:
----------------------------------
Name: James S. Duke
Its: Corporate Secretary
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<PAGE>
AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER, dated as of March 21, 2000 (this "Merger
Agreement"), is made and entered into by and between FIRST NORTHERN BANK OF
DIXON (the "Bank"), FNCB MERGER CORP. ("Merger Co."), and FIRST NORTHERN
COMMUNITY BANCORP (the "Holding Company").
RECITALS AND UNDERTAKINGS
A. The Bank is a California state-chartered bank with its principal office
in the City of Dixon, State of California. Merger Co. is a corporation duly
organized and existing under the laws of the State of California. The Holding
Company is a corporation duly organized and existing under the laws of the State
of California with its principal office in the City of Dixon, State of
California.
B. As of the date hereof, the Bank has 8,000,000 shares of common stock
without par value authorized and 3,064,147 shares of common stock issued and
outstanding.
C. As of the date hereof, Merger Co. has 100 shares of common stock without
par value authorized. Immediately prior to the Effective Date (as such term is
defined below), all 100 shares of such common stock will be issued and
outstanding, all of which shares will be owned by the Holding Company.
D. As of the date hereof, the Holding Company has 8,000,000 shares of
common stock without par value authorized.
E. The Boards of Directors of the Bank, the Holding Company and Merger Co.,
respectively, have unanimously approved an Agreement and Plan of Reorganization
dated of even date herewith (the "Agreement"), providing, among other things,
for the execution and filing of this Merger Agreement.
F. The Holding Company, as sole shareholder of Merger Co., has approved the
Agreement and this Merger Agreement and authorized their execution.
NOW, THEREFORE, in consideration of the promises and mutual agreements
contained in this Merger Agreement, the parties to this Merger Agreement hereby
agree that Merger Co. shall be merged with and into the Bank (the "Merger") in
accordance with the provisions of the laws of the State of California upon the
terms and subject to the conditions set forth as follows:
1. Merge.
1.1 Effective Date. Upon the filing with the California Secretary of State of a
--------------
duly executed counterpart of this Merger Agreement with the officers'
certificates prescribed by Section 1103 of the California General Corporation
Law attached thereto, the Merger shall become effective.
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<PAGE>
1.2 Effect of the Merger. On the Effective Date, Merger Co. shall be merged with
--------------------
and into the Bank and the separate corporate existence of Merger Co. shall
cease. The Bank shall be the surviving corporation (the "Surviving Corporation")
in the Merger. It shall thereupon succeed, without other transfer, to all rights
and properties of, and shall be subject to all the debts and liabilities of,
Merger Co. and the separate existence of the Bank as a California corporation,
with all its purposes, objects, rights, powers, privileges and franchises shall
continue unaffected and unimpaired by the Merger.
2. Corporate Governance Matters.
-----------------------------
2.1 Articles of Incorporation and By-Laws. From and after the Effective Date and
-------------------------------------
until thereafter amended as provided by law: (a) the Articles of Incorporation
of the Bank as in effect immediately prior to the Effective Date shall be and
continue to be the Articles of Incorporation of the Surviving Corporation; and
(b) the Bylaws of the Bank as in effect immediately prior to the Effective Date
shall be and continue to be the Bylaws of the Surviving Corporation.
2.2 Directors and Officers. On the Effective Date: (a) the directors of the
----------------------
Surviving Corporation shall be those persons who are the directors of the Bank
immediately prior to the Effective Date; and (b) the officers of the Surviving
Corporation shall be those persons who are the officers of the Bank at the
Effective Date.
3. Stock.
------
3.1 Stock of Merger Co. At the Effective Date, each share of common stock of
-------------------
Merger Co. issued and outstanding immediately prior to the Effective Date shall,
by virtue of the Merger, be deemed to be exchanged for and converted into one
share of fully paid and nonassessable common stock of the Bank.
3.2 Stock of the Bank. At the Effective Date, each share of common stock of the
-----------------
Bank issued and outstanding immediately prior to the Effective Date shall, by
virtue of the Merger, be deemed to be exchanged for and converted into one share
of fully paid and nonassessable common stock of the Holding Company, in
accordance with the provisions of Section 3.3 hereto.
3.3 Exchange of Stock by the Bank Shareholders. At the Effective Date or as soon
------------------------------------------
as practicable thereafter, the following actions shall be taken to effectuate
the exchange and conversion specified in Section 3.2 hereof:
(a) The shareholders of the Bank of record immediately prior to the
Effective Date shall be allocated and entitled to receive for each
share of common stock of the Bank then held by them respectively one
share of common stock of the Holding Company.
(b) Subject to the provisions of Section 3.3(c) hereof, the Holding
Company shall issue to the shareholders of the Bank the shares of
common stock of the Holding Company which said shareholders are
entitled to receive.
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<PAGE>
(c) After the Effective Time, outstanding certificates representing
shares of common stock of the Bank (except certificates issued to the
Holding Company in connection with the Merger) shall represent shares
of common stock of the Holding Company, and such certificates may,
but need not, be exchanged by the holders thereof for new
certificates for the appropriate number of shares of the Holding
Company.
3.4 Outstanding Options. After the Effective Time, and by virtue of the Merger,
-------------------
the options to purchase shares of capital stock of the Bank which have been
granted by the Bank pursuant to the Bank's Outside Directors' 1997 Non-Statutory
Stock Option Plan and the First Northern Bank of Dixon 1997 Stock Option Plan
which shall be in effect immediately prior to the Merger shall be deemed to be
options granted by the Holding Company to purchase shares of common stock of the
Holding Company having the same exercise price and exercise periods, and being
for the same number of shares of common stock of the Holding Company as was the
number of shares of capital stock of the Bank covered by the corresponding
option granted by the Bank and subject to and in accordance with the terms,
conditions and provisions of such options, the Holding Company shall, from time
to time, issue shares of its common stock upon the exercise of such options.
4. Termination or Amendment.
------------------------
4.1 This Merger Agreement shall terminate forthwith in the event that the
Agreement shall be terminated as therein provided.
4.2 This Merger Agreement may not be amended, except by an instrument in writing
signed on behalf of each of the parties hereto.
4.3 This Merger Agreement may be signed in any number of counterparts, each of
which shall be deemed an original, and all of which shall be deemed but one
and the same instrument.
5. Miscellaneous.
-------------
5.1 The Agreement is and will be maintained on file at the principal place of
business of the Surviving Corporation. The address of the principal place of
business of the Surviving Corporation is 195 North First Street, Dixon,
California 95620.
5.2 A copy of the Agreement will be furnished by the Surviving Corporation, on
request and without cost to any shareholder of Merger Co. or the Bank.
5.3 The Agreement between the parties to the Merger has been executed by the
parties in accordance with the requirements of Section 1102 of the
California General Corporation Law.
5.4 This Agreement amends and supplants that certain Agreement of Merger of even
date herewith executed by Owen J. Onsum and Louise A. Walker in their
capacities as officers of Bank, Merger Co. and Holding Company,
respectively.
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<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Merger Agreement as of
the date first written above.
Bank: FIRST NORTHERN BANK OF DIXON
By: /s/ Owen J. Onsum
-----------------------------------------
Name: Owen J. Onsum
Its President and Chief Executive Officer
By: /s/ James D. Duke
-----------------------------------------
Name: James S. Duke
Its Corporate Secretary
Merger Co.: FNCB MERGER CORP.
By: /s/ Owen J. Onsum
-----------------------------------------
Name: Owen J. Onsum
Its President and Chief Executive Officer
By: /s/ James S. Duke
-----------------------------------------
Name: James S. Duke
Its Corporate Secretary
Holding Company: FIRST NORTHERN COMMUNITY BANCORP
By: /s/ Owen J. Onsum
-----------------------------------------
Name: Owen J. Onsum
Its President and Chief Executive Officer
By: /s/ James S. Duke
-----------------------------------------
Name: James S. Duke
Its Corporate Secretary
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<PAGE>
ANNEX II
ARTICLES OF INCORPORATION
OF
FIRST NORTHERN COMMUNITY BANCORP
ARTICLE 1
The name of the corporation is First Northern Community Bancorp.
ARTICLE 2
The purpose of the corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
ARTICLE 3
The name in the State of California of the corporation's initial agent for
service of process is:
CT Corporation System
ARTICLE 4
The corporation is authorized to issue one class of shares to be designated
Common Stock ("Common Stock"). Such shares shall be without par value. The total
number of shares of Common Stock the corporation shall have authority to issue
is eight million (8,000,000).
ARTICLE 5
Except as specified hereinbelow, each holder of Common Stock of the
corporation shall have full preemptive rights, as defined by law, to subscribe
for or purchase such holder's proportionate share of any Common Stock that may
be offered for sale or sold at any time by the corporation. The Board of
Directors shall have the power to prescribe a reasonable period of time within
which the preemptive rights to subscribe to the new shares of Common Stock must
be exercised. The foregoing right shall not apply to the sale or issuance by the
corporation of additional shares of Common Stock (i) in connection with the
acquisition by the corporation of another entity or business segment of any such
entity by merger, purchase of all or substantially all the assets or other type
of acquisition transaction; (ii) pursuant to any stock option, stock purchase or
other stock plan, agreement or arrangement previously approved by the
corporation's shareholders; (iii) in a public offering provided that the terms
of the offering include a requirement that if the offering is over-subscribed,
shares will be allocated on a pro rata basis based on actual paid subscriptions
received by the corporation.
ARTICLE 6
6.1 In addition to any affirmative vote required by law or these Articles
of Incorporation, and except as otherwise expressly provided in Section 6.2 of
this Article 6, any "Business Combination" (as hereinafter defined), which shall
be consummated at a time when there shall exist an "Interested Shareholder" (as
hereinafter defined), shall require the affirmative vote of the holders of at
least sixty-six and two thirds percent (66 2/3%) of the then outstanding shares
of Common Stock of this corporation entitled to vote. Such affirmative vote
shall be required
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<PAGE>
notwithstanding the fact that no vote may be required or that a lesser
percentage may be specified by law or otherwise.
In addition to the higher vote requirement, except as otherwise expressly
provided in Section 6.2 of this Article 6, prior to effecting any such Business
Combination all of the following conditions shall have been met:
6.1.1 The aggregate amount of the cash and the "Fair Market Value" (as
hereinafter defined) as of the date of the consummation of the Business
Combination of consideration other than cash to be received per share by holders
of the Common Stock in such Business Combination shall be at least equal to the
higher of the following:
6.1.1.1 (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the
Interested Shareholder for any shares of the Common Stock acquired by it (a)
within the two-year period immediately prior to the first public announcement of
the proposal of the Business Combination (the "Announcement Date") or (b) in the
transaction in which it became an Interested Shareholder, if within two years of
the Announcement Date, whichever is higher; and
6.1.1.2 the Fair Market Value per share of the Common Stock on the
Announcement Date or on the date on which the Interested Shareholder became an
Interested Shareholder the ("Determination Date"), if within two years of the
Announcement Date, whichever is higher.
6.1.2 The consideration to be received by holders of the Common Stock shall
be in cash or in the same form as the Interested Shareholder has previously paid
for shares of the Common Stock. The price determined in accordance with Section
6.1.1 shall be subject to appropriate adjustment in the event of any stock
dividend, stock split, combination of shares or similar event.
6.1.3 After such shareholder has become an Interested Shareholder and prior
to the consummation of such Business Combination and except to the extent that
the corporation may be prohibited by law from making a distribution to
shareholders: (1) there shall have been (a) no reduction in the annual rate of
dividends paid on the Common Stock of this corporation (except as necessary to
reflect any subdivision of the Common Stock), except as approved by at least
sixty-six and two-thirds percent (66 2/3%) of the "Disinterested Directors" (as
hereinafter defined), and (b) an increase in such annual rate of dividends as
necessary to reflect any reclassification (including any reverse stock split),
recapitalization, reorganization or any similar transaction which has the effect
of reducing the number or outstanding shares of the Common Stock, unless the
failure so to increase such annual rate is approved by at least sixty-six and
two-thirds percent (66 2/3%) of the Disinterested Directors; and (3) such
Interested Shareholder shall have not become the beneficial owner of any
additional shares of stock of this corporation except as part of the transaction
which results in such shareholder becoming an Interested Shareholder within the
two-year period prior to such consummation.
6.1.4 After such shareholder has become an Interested Shareholder, such
Interested Shareholder shall not have received the benefit, directly or
indirectly (except proportionately as a shareholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax credits or other
tax advantages provided by this corporation or any "Subsidiary" (as hereinafter
defined), whether in anticipation of or in connection with such Business
Combination or otherwise.
6.1.5 A proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange Act
of 1934 and the rules and regulations thereunder (or any subsequent provisions
replacing such Act, rules or regulations) shall be mailed to all holders of the
Common Stock of this corporation at least 30 days prior to the consummation of
such Business Combination (whether or not such proxy or information statement is
required to be mailed pursuant to such Act or subsequent provisions).
6.2 The provisions of Section 6.1 of this Article 6 shall not be applicable
to any particular Business Combination, and such Business Combination shall
require only such affirmative vote as is required by law and any other
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provision of these Articles of Incorporation, if the Business Combination
shall have been approved by at least sixty-six and two-thirds percent (66 2/3%)
of the Disinterested Directors; or, if either
6.2.1 there is pending any proceeding or other action by the Federal
Deposit Insurance Corporation pursuant to ss. 1818(a) or ss. 1823(c) of Title 12
of the United States Code in connection with any of the banking subsidiaries of
the corporation; or
6.2.2 there is outstanding any order of the Commissioner of Financial
Institutions of the State of California pursuant to California Financial Code
ss.ss. 3100-3132 or ss.ss. 3180-3187 against any banking subsidiary of the
corporation,
or any other provision of similar purpose as hereinafter adopted and as the same
may be amended at a future time.
6.3 For the purposes of this Article 6 the following definitions apply:
6.3.1 A "person" means any individual, firm, corporation or other entity.
6.3.2 "Interested Shareholder" means any person (other than this
corporation or any Subsidiary) who or which:
6.3.2.1 is the beneficial owner, directly or indirectly, of ten percent
(10%) or more of the issued and outstanding stock of this corporation; or
6.3.2.2 is an "Affiliate" of this corporation and at any time within the
two-year period immediately prior to the date in question was the beneficial
owner, directly or indirectly, of ten percent (10%) or more of the issued and
outstanding stock of this corporation; or
6.3.2.3 is an assignee of or has otherwise succeeded to any shares of stock
of this Corporation which were at any time within the two-year period
immediately prior to the date in question beneficially owned by any Interested
Shareholder, if such assignment or succession shall have occurred in the course
of a transaction or series of transactions not involving a public offering
within the meaning of the Securities Act of 1933.
6.3.3 A person shall be a "beneficial owner" of stock of this corporation:
6.3.3.1 which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or
6.3.3.2 which such person or any of its Affiliates or Associates has (a)
the right to acquire (whether such right is exercisable immediately or only
after the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (b) the right to vote pursuant to any
agreement, arrangement or understanding; or
6.3.3.3 which are beneficially owned, directly or indirectly, by any other
person with which such person or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose of acquiring, holding,
voting or disposing of any shares of stock of this corporation.
6.3.4 "Business Combination" shall include:
6.3.4.1 any merger or consolidation of the corporation or any Subsidiary
with (i) any Interested Shareholder or (ii) any other corporation or other
business entity (whether or not itself an Interested Shareholder) which is, or
after such merger or consolidation would be, an Affiliate of an Interested
Shareholder; or
6.3.4.2 any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Shareholder or any Affiliate of any Interested Shareholder of any
assets of
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the corporation or any Subsidiary having an aggregate Fair Market
Value of ten percent (10%) or more of the total value of the assets of the
corporation reflected in the most recent balance sheet of the corporation; or
6.3.4.3 the issuance or transfer by the corporation or any Subsidiary (in
one transaction or a series of transactions) of any securities of the
corporation or any Subsidiary to any Interested Shareholder or any Affiliate of
any Interested Shareholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market Value of twenty
percent (20%) of shareholders' equity or more; or
6.3.4.4 the adoption of any plan or proposal for the liquidation or
dissolution of the corporation proposed by or on behalf of any Interested
Shareholder or any Affiliate of any Interested Shareholder; except that this
provision shall not limit the right of the shareholders to elect voluntarily to
wind up or dissolve the corporation by the vote of shareholders holding shares
of stock representing fifty percent (50%) or more of the stock then entitled to
vote in the election of directors; or
6.3.4.5 any reclassification of the corporation's securities (including any
reverse stock split), or recapitalization of the corporation, or any merger or
consolidation of the corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving any Interested
Shareholder) which has the effect, directly or indirectly, of increasing the
proportionate beneficial ownership of any Interested Shareholder or any
Affiliate of any Interested Shareholder in the outstanding shares of any class
of equity or convertible securities of the corporation or any Subsidiary.
6.3.5 "Affiliate," and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on January 1, 2000.
6.3.6 "Disinterested Director" means any member of the Board of Directors
who is unaffiliated with the Interested Shareholder and was a member of the
Board of Directors prior to the time that the Interested Shareholder became an
Interested Shareholder, and any successor of a Disinterested Director who is
unaffiliated with the Interested Shareholder and is recommended to succeed a
Disinterested Director by a majority of Disinterested Directors then on the
Board of Directors.
6.3.7 "Fair Market Value" means as to the stock of this corporation the
fair market value on the date in question of a share of such stock as determined
by the Board of Directors in good faith; and in the case of property other than
cash or stock, the fair market value of such property on the date in question as
determined by the Board of Directors in good faith.
6.3.8 "Subsidiary" means any corporation of which a majority of any class
of equity security is owned, directly or indirectly, by this corporation;
provided, however, that for purposes of the definition of Interested
Shareholder, the term "Subsidiary" shall mean only a corporation of which a
majority of each class of equity security is owned directly or indirectly by
this corporation.
In the event of any Business Combination in which this corporation
survives, the phrase "other consideration to be received" as used in Section 6.1
of this Article 6 shall include the shares of stock of this corporation retained
by the holders of such shares.
6.4 A majority of the directors shall have the power and duty to determine
for the purposes of this Article 6, on the basis of information known to them
after reasonable inquiry, (A) whether a person is an Interested Shareholder, (B)
the number of shares of stock of this corporation beneficially owned by any
person, (C) whether a person is an Affiliate or Associate of another, or (D)
whether the assets which are the subject of any Business Combination constitute
substantially all assets of this corporation. A majority of the directors shall
have the further power to interpret all of the terms and provisions of this
Article 6.
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6.5 Nothing contained in this Article 6 shall be construed to relieve any
Interested Shareholder from any fiduciary obligation imposed by law.
6.6 Notwithstanding any other provisions of these Articles of Incorporation
or the By-laws (and notwithstanding the fact that a lesser percentage may be
specified by law, these Articles of Incorporation or the By-laws) the
affirmative vote of the holders of at least sixty-six and two-thirds percent (66
2/3%) of the outstanding stock of this corporation shall be required to amend,
repeal or adopt any provisions inconsistent with this Article 6.
ARTICLE 7
The Board of Directors, when evaluating any offer of another party to (a)
make a tender or exchange offer for any Equity Security (as defined hereinafter)
of the corporation, (b) merge or consolidate the corporation with another
corporation, or (c) purchase, lease, or otherwise acquire all or substantially
all of the property of the corporation, shall in connection with the exercise of
its judgment in determining what is in the best interests of the corporation and
its shareholders consider all of the following factors and any other factors it
deems relevant: (i) the social and economic effects on the employees,
shareholders, customers, suppliers, and other constituents of the corporation
and its subsidiaries and on the communities in which the corporation or its
subsidiaries operate or are located, including, without limitation, the
availability of credit and other banking services to the communities served by
the corporation; (ii) whether the proposed transaction might violate federal or
state laws; and (iii) not only the consideration being offered in the proposed
transaction in relation to the then current market price for or book value of
the outstanding Common Stock of the corporation, but also to the market price
for or book value of the Common Stock of the corporation over a period of years
and the corporation's future value as an independent entity. For purposes of
this Article 7, "Equity Security" shall have the meaning ascribed to such term
in Section 3(a)(11) of the Securities Exchange Act of 1934, as in effect on
January 1, 2000.
ARTICLE 8
The liability of directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law. The
corporation is authorized to provide indemnification of agents (as defined in
section 317 of the California Corporations Code) through bylaw provisions,
agreements with agents, vote of shareholders or disinterested directors, or
otherwise, to the fullest extent permissible under California law. Any
amendment, repeal or modification of any provision of this Article 8 shall not
adversely affect any right or protection of an agent of the corporation existing
at the time of such amendment, repeal or modification.
Dated: February 3, 2000.
/S/ Owen J. Onsum
----------------------------------------
Owen J. Onsum, Incorporator
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LOGO
FIRST NORTHERN BANK
OF DIXON
The undersigned hereby appoint(s) Dorothy F. Wallace and Ernest J. Weyand, and
either of them, each with full power of substitution as Proxy of the
undersigned, to attend the Annual Meeting of the Shareholders of First Northern
Bank of Dixon to be held at the First Northern Bank Operations Center, 210
Stratford Avenue, Dixon, California, at 7:30 p.m., on April 27, 2000 and any
adjournment thereof, and to vote the number of shares the undersigned would be
entitled to vote if personally present as indicated below:
The Proxy is solicited by the Board of Directors and unless otherwise specified
will be voted FOR all nominees, and FOR Proposals 2 and 3.
--- ---
1. To elect the following eleven (11) persons to the Board of Directors
to serve until the 2001 Annual Meeting of Shareholders and until
their successors shall be elected and qualified:
Lori J. Andrete Gregory DuPratt William H. Jones, Jr. David W. Schulze
Frank J. Andrews, Jr. John F. Hamel Foy S. McNaughton Thomas S. Wallace
John M. Carbahal Diane P. Hamlyn Owen J. Onsum
/_/ VOTE FOR ALL NOMINEES LISTED ABOVE, /_/ VOTE WITHHELD
except for the nominee(s) named, if any: _____________________________
2. To ratify the Selection of KPMG LLP as Independent Public Accountants
for 2000.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
3. To approve the Bank Holding Company reorganization.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
4. To transact such other business as may properly come before the
Annual Meeting and any adjournment thereof.
This Proxy will be voted as directed by the Shareholder or, if no instructions
are given by the Shareholder, the Proxy Holders will vote "FOR" the above
Proposals.
If any other business is presented at said meeting, this Proxy shall be voted in
accordance with the recommendations of the Board of Directors.
<TABLE>
<S> <C>
Dated: ___________________, 2000 Signed _________________________________________
Dated: ___________________, 2000 Signed _________________________________________
- -------------------------------------------------------------------------------------------------------------------------------
Please Sign exactly as shown below and give your full title, if applicable
- -------------------------------------------------------------------------------------------------------------------------------
I/We do /_/ do not /_/ expect to attend this meeting. Number expected to attend:
--------------
Please indicate how you would like your nametag(s) to read:
---------------------------------------------- -----------------------------------------
Please Type
or Print
---------------------------------------------- -----------------------------------------
</TABLE>
PLEASE PROMPTLY COMPLETE THIS PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE
Name on account and number of shares
as of February 29, 2000
<PAGE>
CERTIFICATION REGARDING BANK HOLDING COMPANY APPLICATION
OF FIRST NORTHERN COMMUNITY BANCORP
The Board of Directors of First Northern Community Bancorp, a California
corporation ("Bancorp"), hereby certifies to the Federal Reserve Bank of San
Francisco that to Bancorp's best knowledge and ability to ascertain, the
requirements of Section 3(a)(5)(C) of the Bank Holding Company Act, 12 U.S.C.
ss. 1842(a)(5)(C), and 12 C.F.R. ss. 225.17(a)(1) through (a)(7), inclusive, of
Regulation Y are met with respect to its application dated February 9, 2000, to
acquire control of First Northern Bank of Dixon pursuant to Section 3(a)(1) of
the Bank Holding Company Act, 12 U.S.C. ss. 1842(a)(1).
Executed as of February 9, 2000.
/s/ Lori J. Aldrete /s/ Frank J. Andrews, Jr.
- ---------------------------- --------------------------------
Lori J. Aldrete Frank J. Andrews, Jr.
/s/ John M. Carbahal /s/ Gregory DuPratt
- ---------------------------- --------------------------------
John M. Carbahal Gregory DuPratt
/s/ John F. Hamel /s/ Diane P. Hamlyn
- ---------------------------- --------------------------------
John F. Hamel Diane P. Hamlyn
/s/ William H. Jones, Jr. /s/ Owen J. Onsum
- ---------------------------- --------------------------------
William H. Jones, Jr. Owen J. Onsum
/s/ David W. Schulze /s/ Thomas S. Wallace
- ---------------------------- --------------------------------
David W. Schulze Thomas S. Wallace
<PAGE>
Exhibit 99.9
STATE OF CALIFORNIA
BUSINESS, TRANSPORTATION AND HOUSING AGENCY
DEPARTMENT OF CORPORATIONS
File No. 506-1972
PERMIT
THIS PERMIT IS PERMISSIVE ONLY
AND DOES NOT CONSTITUTE A RECOMMENDATION
OR ENDORSEMENT OF THE SECURITIES PERMITTED TO BE ISSUED
Issuer: First Northern Community Bancorp
is hereby qualified to offer, sell and issue the securities described in
its application filed March 10, 2000, and any amendments and supplements thereto
to the date hereof, to the persons described in said application, for the
considerations, uses and purposes, and in the manner set forth in said
application. This qualification is effective for 12 months from the date hereof.
Dated: San Francisco, California
WILLIAM KENEFICK
Acting Commissioner of Corporations
April 25, 2000 By /s/ Roger Borgen
-----------------------------------------
Roger Borgen
Senior Corporations Counsel
<PAGE>
STATE OF CALIFORNIA
BUSINESS, TRANSPORTATION AND HOUSING AGENCY
DEPARTMENT OF CORPORATIONS
File No. 506-1972
Applicant: First Northern Community Bancorp
CERTIFICATE OF ISSUANCE OF PERMIT
I, WILLIAM KENEFICK, Acting Commissioner of Corporations, hereby certify:
1. By application filed March 10, 2000, applicant seeks qualification
for the offer and sale of securities under section 25121 of the Corporate
Securities Law of 1968, as amended.
2. The terms and conditions of the proposed offer and sale of securities
are described in that application and the Notice of Hearing executed March 27,
2000.
3. At applicant's request and upon due notice to all persons to whom it is
proposed to issue such securities, a hearing was held April 25, 2000, before the
Department of Corporations, upon the fairness of the terms and conditions of
such offer and sale of securities. All proposed issuees had the right to appear.
4. The terms and conditions are fair and are approved. Qualification by
permit for the offer and sale of such securities is effective the date hereof.
Dated: San Francisco, California
WILLIAM KENEFICK
Acting Commissioner of Corporations
April 25, 2000 By /s/ Roger Borgen
----------------------------------------
Roger Borgen
Senior Corporations Counsel
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