FIRST NATIONAL OF NEBRASKA INC, SC 13D, 1997-04-30

FIRST NATIONAL OF NEBRASKA INC
SC 13D, 1997-04-30
NATIONAL COMMERCIAL BANKS

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)

FIRST NATIONAL OF NEBRASKA, INC.
(NAME OF SUBJECT COMPANY)

COMMON STOCK, PAR VALUE $5.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)

335720108
(CUSIP NUMBER OF CLASS OF SECURITIES)

JOE E. ARMSTRONG, ESQ.
KUTAK ROCK
The Omaha Building
1650 Farnam
Omaha, NE 68102-2188
(402) 346-6000

(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)

April 29, 1997

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]

Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
<PAGE>

CUSIP No.

- --------------------------------------------------------------------------------
1. Name of Reporting Person Bruce R. Lauritzen

- --------------------------------------------------------------------------------
S.S. or I.R.S. Identification
No. of Above Person

- --------------------------------------------------------------------------------
2. Check the Appropriate Box (a) X
---
if a Member of a Group (b) ___
(See Instructions)

- --------------------------------------------------------------------------------
3. SEC Use Only

- --------------------------------------------------------------------------------
4. Source of Funds BK
(See Instructions)

- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal
Proceedings is Required Pursuant ____
to Items 2(d) or 2(e)

- --------------------------------------------------------------------------------
6. Citizenship or Place
of Organization USA
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
<S> <C> <C>
Number of 7. Sole Voting Power
Shares 9,505
-------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by 18,630
-------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting 9,505
-------------------------------------------------------------
Person With 10. Shared Dispositive Power
18,630
- --------------------------------------------------------------------------------
</TABLE>

11. Aggregate Amount Beneficially
Owned by Each Reporting Person

28,135
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares ____
(See Instructions)

- --------------------------------------------------------------------------------
13. Type of Reporting Person
(See Instructions) IN
- --------------------------------------------------------------------------------
<PAGE>

CUSIP No.
- ---------

- --------------------------------------------------------------------------------
1. Name of Reporting Person Lauritzen Corporation

- --------------------------------------------------------------------------------
S.S. or I.R.S. Identification
No. of Above Person

47-0444651
- --------------------------------------------------------------------------------
2. Check the Appropriate Box (a) X
---
if a Member of a Group (b) ___
(See Instructions)

- --------------------------------------------------------------------------------
3. SEC Use Only

- --------------------------------------------------------------------------------
4. Source of Funds BK
(See Instructions)

- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal
Proceedings is Required Pursuant ____
to Items 2(d) or 2(e)
- --------------------------------------------------------------------------------

6. Citizenship or Place
of Organization NE

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S> <C> <C>
Number of 7. Sole Voting Power
Shares 0
-------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by 83,596
-------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting 0
-------------------------------------------------------------
Person With 10. Shared Dispositive Power
83,596
- --------------------------------------------------------------------------------
</TABLE>

11. Aggregate Amount Beneficially
Owned by Each Reporting Person
83,596
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares ____
(See Instructions)
- --------------------------------------------------------------------------------
13. Type of Reporting Person
(See Instructions) CO

- --------------------------------------------------------------------------------
<PAGE>

CUSIP No.
- ---------

- --------------------------------------------------------------------------------
1. Name of Reporting Person John R. Lauritzen

- --------------------------------------------------------------------------------
S.S. or I.R.S. Identification
No. of Above Person

- --------------------------------------------------------------------------------
2. Check the Appropriate Box (a) X
---
if a Member of a Group (b) ___
(See Instructions)

- --------------------------------------------------------------------------------
3. SEC Use Only

- --------------------------------------------------------------------------------
4. Source of Funds BK
(See Instructions)

- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal
Proceedings is Required Pursuant ____
to Items 2(d) or 2(e)

- --------------------------------------------------------------------------------
6. Citizenship or Place
of Organization USA

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S> <C> <C>
Number of 7. Sole Voting Power
Shares 4,922
------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by 165,814
------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting 4,922
------------------------------------------------------------
Person With 10. Shared Dispositive Power
165,814
</TABLE>
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially
Owned by Each Reporting Person
170,736
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares ____
(See Instructions)

- --------------------------------------------------------------------------------
13. Type of Reporting Person
(See Instructions) IN

- --------------------------------------------------------------------------------
<PAGE>

THIS IS AMENDMENT NO. 5 TO THE STATEMENT ON SCHEDULE 13D OF THE LAURITZEN
GROUP (SEE ITEM 2) WHICH WAS ORIGINALLY FILED IN APRIL 1976 IN CONNECTION WITH A
TENDER OFFER WHICH CONCLUDED IN DECEMBER 1976. NO AMENDMENT HAS BEEN NECESSARY
SINCE THE AMENDMENT ANNOUNCING THE CONCLUSION OF THE TENDER OFFER WAS FILED ON
JANUARY 7, 1977. PURSUANT TO RULE 101 OF REGULATION S-T OF THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC"), ALL STATEMENTS FILED WITH THE SEC MUST BE FILED
IN ELECTRONIC FORMAT. IN ADDITION, THE FIRST ELECTRONIC AMENDMENT TO A "PAPER
FORMAT" SCHEDULE 13D MUST RESTATE THE ENTIRE TEXT OF THE STATEMENT. PREVIOUSLY
FILED EXHIBITS NEED NOT BE FILED ELECTRONICALLY. HOWEVER, BECAUSE THE FILINGS
FROM APRIL 1976 THROUGH JANUARY 1977 INCORPORATED BY REFERENCE CERTAIN
DISCLOSURES MADE IN CONTEMPORANEOUS TENDER OFFER MATERIALS, THIS AMENDMENT NO. 5
ALSO PROVIDES THE INCORPORATED INFORMATION FROM THE TENDER OFFER MATERIALS. FOR
THE CONVENIENCE OF THE READER THE CURRENT INFORMATION, WHICH IN EACH CASE AMENDS
IN ITS ENTIRETY ALL EARLIER DISCLOSURE, HAS BEEN UNDERLINED.
<PAGE>

ITEM 1. SECURITY AND ISSUER

Information set forth below was disclosed in Item 1 of the Corrected and
Supplemental Amendment No. 1, Schedule 13D, and is restated herein as required
pursuant to Rule 101:

"60,000 Shares of Common Stock of First National of Nebraska, Inc., One
First National Center, Omaha, Nebraska 68103."

Item 1 of Schedule 13D is amended in its entirety to read as follows:

The class of equity securities to which this statement on Schedule 13D
relates is the common stock, par value $5.00 per share (the "Shares"), of First
National of Nebraska, Inc. ("FNNI"), a Nebraska corporation, with principal
offices located at One First National Center, Omaha, Nebraska 68102.

ITEM 2. IDENTITY AND BACKGROUND

Information set forth below was disclosed in Item 2 of the Corrected and
Supplemental Amendment No. 1, Schedule 13D, and is restated herein as required
pursuant to Rule 101:

"The identities and backgrounds of the members of the group filing this
Amended Schedule are stated under the captions "Terms of the Offer--The Offeror"
at page 4 and "The Lauritzen Group" at pages 12 to 18, in Exhibit A, which
Exhibit is incorporated herein by this reference."

Item 2 of Schedule 13D is amended in its entirety to read as follows:
---------------------------------------------------------------------

The persons listed in Numbers 1, 2 and 3 below (collectively, the
-----------------------------------------------------------------
"Lauritzen Group") are the persons filing this Amendment No. 5 to Schedule 13D.
- -------------------------------------------------------------------------------
A copy of their written agreement relating to this filing is included as Exhibit
- --------------------------------------------------------------------------------
A hereto.
- ---------

Lauritzen Corporation is the successor in interest to Emerson Insurance
-----------------------------------------------------------------------
Agency, Inc., Farmers & Merchants Company of Bloomfield, Inc. and Blair
- -----------------------------------------------------------------------
Insurance Agency, Inc.
- ----------------------

1. (a) Name and Organization: Lauritzen Corporation, a Nebraska
------------------------------------------------------------------
corporation;
- ---------------------------
(b) Principal Business: Multibank Holding Company;
- -------------------------------------------------------------
(c) Principal Office: One First National Center, Omaha, Nebraska
- ---------------------------------------------------------------------------
68102;
- ---------------------
(d) State or Other Place of Organization: Nebraska.
- --------------------------------------------------------------

For information required by Instruction C to Schedule 13D with respect to
- ------------------------------------------------------------------------------
the executive officers and directors of Lauritzen Corporation, reference is made
- --------------------------------------------------------------------------------
to Schedule I annexed hereto and incorporated herein by reference.
- ------------------------------------------------------------------
<PAGE>

2. (a) Name: John R. Lauritzen;
----------------------------------
(b) Business Address: One First National Center, Omaha, Nebraska
- ---------------------------------------------------------------------------
68102;
- ---------------------
(c) Principal Employment: Chairman Emeritus, Chairman, Member of the
- -------------------------------------------------------------------------------
Executive Committee and Director of FNNI;
- --------------------------------------------------------
(d) Mr. John Lauritzen has not been convicted in a criminal
- ----------------------------------------------------------------------
proceeding during the last five years;
- -----------------------------------------------------
(e) Mr. John Lauritzen has not been subject to a judgment, decree or
- -------------------------------------------------------------------------------
final order enjoining future violations of, or prohibiting or
- ----------------------------------------------------------------------------
mandating activities subject to, federal or state securities laws
- --------------------------------------------------------------------------------
or finding any violation with respect to such laws during the
- ----------------------------------------------------------------------------
last five years;
- -------------------------------
(f) Citizenship: United States.
- ------------------------------------------

3. (a) Name: Bruce R. Lauritzen;
- ----------------------------------------
(b) Business Address: One First National Center, Omaha, Nebraska
- ---------------------------------------------------------------------------
68102;
- ---------------------
(c) Principal Employment: President, Treasurer, Member of the
- ------------------------------------------------------------------------
Executive Committee and Director of FNNI; President, Member of
- -----------------------------------------------------------------------------
the Executive Committee and Director of First National Bank of
- -----------------------------------------------------------------------------
Omaha (the "Bank");
- ----------------------------------
(d) Mr. Bruce Lauritzen has not been convicted in a criminal
- -----------------------------------------------------------------------
proceeding during the last five years;
- -----------------------------------------------------
(e) Mr. Bruce Lauritzen has not been subject to a judgment, decree or
- --------------------------------------------------------------------------------
final order enjoining future violations of, or prohibiting or
- ----------------------------------------------------------------------------
mandating activities subject to, federal or state securities laws
- --------------------------------------------------------------------------------
or finding any violation with respect to such laws during the
- ----------------------------------------------------------------------------
last five years;
- -------------------------------
(f) Citizenship: United States.
- ------------------------------------------

The above-referenced Exhibit A to the Corrected and Supplemental Amendment
No. 1, Schedule 13D has not been reproduced pursuant to Item 101(a)(2)(ii) of
Regulation S-T, however, the incorporated sections of said Exhibit A are
hereafter provided in their entirety:

It is expected that the Shares tendered will be purchased by Emerson
Insurance Agency, Inc., Farmers & Merchants Company of Bloomfield, Inc. and
Blair Insurance Agency, Inc., all of which are corporations owned and controlled
by John R. Lauritzen, although under some circumstances the Shares tendered will
be purchased by John R. Lauritzen and his son Bruce R. Lauritzen, individually
and for their own accounts. Such individuals and corporations are hereinafter
collectively referred to as The Lauritzen Group.

THE LAURITZEN GROUP

Members and Ownership of Shares to be Purchased. The Shares tendered are
to be purchased by John R. Lauritzen and Bruce R. Lauritzen either directly or
through three corporations which are wholly-owned and controlled by John R.
Lauritzen, Bruce R. Lauritzen, their wives and two family trusts.

The combined net worth of the three corporations through which purchases
may be effected is in excess of $5,000,000. None of such corporations currently
has shareholders' equity of less than $1,000,000, and no corporation will
purchase any Shares tendered or incur

2
<PAGE>

any indebtedness with respect thereto which would result in the reduction of its
shareholders' equity (after giving effect to the acquisition of the Shares and
the debt incurred in connection with their purchase) to less than $1,000,000.
John R. Lauritzen and Bruce R. Lauritzen have a combined net worth in excess of
$5,000,000. To the extent that any of the Shares tendered are repurchased by
John R. Lauritzen or Bruce R. Lauritzen and indebtedness is incurred with
respect thereto, repayment of such indebtedness will be supported by aggregated
personal net worth in excess of $1,000,000, after giving effect to the
acquisition of the Shares and the debt incurred in connection with their
purchase.

It is presently anticipated that any Shares tendered will be purchased of
record by the three corporations which are members of The Lauritzen Group, and
that the ownership among them will be divided 44% to Emerson Insurance Agency,
Inc., 28% to Blair Insurance Agency, Inc., and 28% to Farmers & Merchants
Company of Bloomfield, Inc. The division of ownership as among such
corporations may be changed arbitrarily, but any such change would not have any
material effect upon the beneficial ownership of such Shares, the manner in
which such Shares are voted or the affairs of the Company.

All three of the corporations which are members of The Lauritzen Group are
engaged in the banking and insurance agency business, and as such, are subject
to regulation by numerous state and federal regulatory bodies. In the opinion
of counsel for such corporations, ownership of any Shares purchased as a result
of this tender offer by such corporations is proper under all existing state and
federal statutes, rules and regulations. However, in the event ownership of
such Shares were to be questioned by any regulatory body, the Shares tendered
could be purchased by John R. Lauritzen and Bruce R. Lauritzen individually. In
the event the Shares are purchased by such individuals, approximately two-thirds
of the Shares will be purchased by John R. Lauritzen and approximately one-third
will be purchased by Bruce R. Lauritzen. To the extent such Shares are
purchased by any of such corporations or individuals, they may be transferred
from time to time to children or grandchildren of John R. Lauritzen or his
spouse or their spouses, trusts for their benefit, or other corporations
controlled by John R. Lauritzen and such other Lauritzen family members, for
estate planning, business or other purposes. There are no present plans to
effect any such transfers. Information concerning the three corporations which
may purchase Shares and concerning John R. Lauritzen and Bruce R. Lauritzen is
set forth below.

John R. Lauritzen, 59, whose business address is One First National Center,
Omaha, Nebraska 68102, is the Chairman of the Board, Chairman of the Executive
Committee and a Director of both the Company and the Bank. John R. Lauritzen
has been employed by the Bank for over thirty years. He is also an officer and
director of several family-owned and controlled banks, insurance agencies and
banking or insurance related entities located in Nebraska and Iowa, including
the corporations which are members of The Lauritzen Group.

Bruce R. Lauritzen, 33, whose business address is One First National
Center, Omaha, Nebraska 68102, is Secretary, Treasurer and a Director of the
Company and Vice President, Secretary and a Director of the Bank, and he has
been employed by the Bank for more than nine years. He is also an officer and
director of several family-owned and controlled banks, insurance agencies,
holding companies and banking or insurance related

3
<PAGE>

entities located in Nebraska and Iowa including the corporations which are
members of The Lauritzen Group.

Emerson Insurance Agency, Inc., which is located in the Emerson State Bank
Building, Emerson, Iowa 51533, is in the business of insurance and banking. Its
officers are: John R. Lauritzen-Chairman and Treasurer, Bruce R. Lauritzen-
President and Secretary, Elizabeth D. Lauritzen (wife of John R. Lauritzen)-Vice
President, and Darrell D. Green-Vice President and Assistant Treasurer. The
corporation has no other officers, directors or controlling persons.

Farmers and Merchants Company of Bloomfield, Inc., which is located in the
Farmers & Merchants State Bank Building, Bloomfield, Nebraska 68718, is in the
business of insurance and banking. Its officers, directors and controlling
persons are identical to those of the Emerson Insurance Agency, Inc.

Blair Insurance Agency, Inc., which is located in the Washington County
Bank Building, Blair, Nebraska 68008, is in the business of insurance and
banking. Its officers, directors and persons controlling the company are
identical to those of the Emerson Insurance Agency, Inc.

Darrell D. Green, a Vice President and the Assistant Treasurer of Emerson
Insurance Agency, Inc., Farmers & Merchants Company of Bloomfield, Inc. and
Blair Insurance Agency, Inc. resides at 9863 Louis Drive, Omaha, Nebraska. His
principal occupation is President of Financial Service Company, One First
National Center, Omaha, Nebraska 68102, a corporation controlled by John R.
Lauritzen, the principal business of which is financial consulting. He is also
an officer and director of other banks and companies located in Nebraska and
Iowa.

Elizabeth D. Lauritzen, a Vice President of Emerson Insurance Agency, Inc.,
Farmers & Merchants Company of Bloomfield, Inc. and Blair Insurance Agency,
Inc., is the wife of John R. Lauritzen and she resides at 6621 Underwood Avenue,
Omaha, Nebraska 68132. Her principal occupation is housewife. She is also an
officer and director of other family-owned companies.

Ownership of and Arrangements with Respect to Shares

The members of The Lauritzen Group own, of record or beneficially, 107, 106
Shares as set forth in the following table. Bruce R. Lauritzen is the adult son
of John R. Lauritzen and Elizabeth D. Lauritzen, husband and wife. Kimball B.
Lauritzen, Margaret McK. Lauritzen and Blair E. Lauritzen are the wife and minor
children of Bruce R. Lauritzen, respectively. Farmers & Merchants Company of
Bloomfield, Inc., Blair Insurance Agency, Inc. and Emerson Insurance Agency,
Inc. are controlled by John R. Lauritzen. Persons may be deemed to be
"beneficial owners" of Shares by virtue of ownership or voting control by
spouses, minor children or controlled corporations. The following table does not
include approximately 37,000 Shares which had been tendered pursuant to this
offer prior to the date of this amendment.

4
<PAGE>

Person
Through
Percentage Whom
Member of The of Beneficial
Lauritzen Group Total Owner
Deemed Beneficial Number Shares Derives
Owner Record Owner of Shares Outstanding Benefit
- ----------------------- ------------ --------- ------------- ------------
<S> <C> <C> <C> <C>
John R. 3,372 .85% John R.
Lauritzen Lauritzen/5/
Elizabeth 51,686 13.10% Elizabeth
D. Lauritzen D.
Lauritzen/5/
Helen 13,416 3.40% Elizabeth
Roberts D.
Trust Lauritzen/1/3/
for Ann L.
Pape and John R.
Lauritzen/3/
Helen 16,516/*/ 4.19% Elizabeth
Roberts D.
Trust Lauritzen/1/3/
for Bruce
R. Lauritzen and John R.
Lauritzen/3/
John F. 600 .15% Elizabeth
Davis and D.
Elizabeth Lauritzen/1/
D. Lauritzen
Trustees
for Hal
Brady
John R. Lauritzen Farmers & 3,268/*/ .83% John R.
Merchants Lauritzen/6/
Company of
Bloomfield,
Inc.
Blair 2,668/*/ .68% John R.
Insurance Lauritzen/6/
Agency, Inc.
Emerson 3,908/*/ .99% John R.
Insurance Lauritzen/6/
Agency, Inc.
Elizabeth 1,332 .34% Elizabeth
D. Lauritzen D.
Trust for Lauritzen/1/
Ann L. Pape
Elizabeth 2,432/*/ .62% Elizabeth
D. Lauritzen D.
Trust for Lauritzen/1/
Bruce R.
Lauritzen

Bruce R. 5,968 1.51% Bruce R.
Lauritzen Lauritzen/5/
Bankers 1,440 .37% Bruce R.
Pension Lauritzen/7/
Trust
Kimball B. 200 .05% Kimball B.
Lauritzen Lauritzen/5/
Bruce R. Lauritzen Margaret 150 .04% Bruce R.
McK. Lauritzen/5/
Lauritzen
Blair E. 150 .04% Bruce R.
Lauritzen Lauritzen/5/
Elizabeth 2,432/*/ .62% Bruce R.
D. Lauritzen Lauritzen/3/4/
Trust for
Bruce R.
Lauritzen
Helen 16,516/*/ 4.19% Bruce R.
Roberts Lauritzen/3/4/
Trust
for Bruce
R. Lauritzen

Farmers & Merchants Farmers & 3,268/*/ .83% Farmers &
Company of Merchants Merchants
Bloomfield, Inc. Company of Company of
Bloomfield, Bloomfield,
Inc. Inc./5/

Blair Insurance Blair 2,668/*/ .68% Blair
Agency, Inc. Insurance Insurance
Agency, Inc. Agency,
Inc./5/

Emerson Insurance Emerson 3,908/*/ .99% Emerson
Agency Insurance Insurance
Agency, Inc. Agency,
Inc./5/

</TABLE>
- ---------------------------------------
/*/ Shares indicated appear in the table twice.

/1/ Person indicated has the right to vote the Shares.
/2/ Person or company indicated has the right to direct the disposition of the
Shares.
/3/ Person or company indicated has the right to receive or the power to direct
the receipt of dividends paid with respect to the Shares.
/4/ Person or company indicated has the right to receive or the power to direct
the receipt of proceeds from the sale of the Shares.
/5/ Person or company indicated has all of the aforementioned rights with
respect to the Shares.
/6/ John R. Lauritzen controls the record owner. Bruce R. Lauritzen is a
shareholder and member of the Board of Directors.

5
<PAGE>

/7/ Pension trust for certain full-time employees of other banks which are owned
or controlled by the Lauritzen Group or its affiliates. Shares are voted by
an individual under the supervision of Bruce R. Lauritzen and employed by a
partnership controlled by The Lauritzen Group. John R. Lauritzen may also be
deemed to have a beneficial interest in these Shares by virtue of such control
relationship.

Ann Lauritzen Pape, an adult daughter of John R. Lauritzen, owns
beneficially and of record an additional 5,971 Shares, as well as having a
beneficial interest in certain of the Shares set forth in the table.

The Bank has a noncontributory self-trusteed pension plan covering
substantially all of its full-time employees with one or more years of service.
This pension plan owns approximately 11,000 Shares which are voted by a Pension
Committee consisting of three Bank officers, none of whom are Directors of the
Bank or the Company. In addition, the Trust Department of the Bank holds 4,562
Shares pursuant to various trusts, which Shares can not be voted by the Bank or
any other person.

Officers and directors of the Company and the Bank, excluding members of
The Lauritzen Group and Thomas L. Davis, own, in the aggregate, approximately
16,000 Shares. The Lauritzen Group does not believe that any executive officer
of the Company intends to tender Shares in this or any other tender offer. The
Company has an understanding with a Director that it will acquire his 200
director's qualifying shares in the Bank in exchange for stock in the Company
(or for cash at his election) when he ceases to be a Director of the Bank.

During the past 60 days, the only transactions in the Company's securities
by The Lauritzen Group and its affiliates, or officers and directors of the
Company, were a purchase of 100 Shares by Farmers & Merchants Company of
Bloomfield, Inc. at $27.50 per Share, and a purchase by the President of the
Company of 50 Shares at $28.00 per Share. The President of the Company also
purchased 50 Shares of Common Stock of the Bank at $17.00 per Share.

Members of The Lauritzen Group own an aggregate of 533 Shares of Common
Stock of the Bank.

John R. Lauritzen and Bruce R. Lauritzen and members of their families have
voted, and intend to continue to vote, their Shares, and the Shares owned by the
corporations which are members of The Lauritzen Group, in accordance with the
recommendations of management. The Pension Committee of the Bank has
historically voted its Shares in accordance with the recommendations made by
management. While there are no agreements, (formal, informal,written or
otherwise) among the Company, The Lauritzen Group, and the Pension Committee,
it may be anticipated that the Pension Committee will continue to vote in
accordance with its historical practice.

No affiliate of The Lauritzen Group is known to have any record or
beneficial ownership in Shares which are not reflected in the preceding table.
Except as elsewhere set forth herein, no member of The Lauritzen Group is a
party to any contract, arrangement or understanding with any third person with
respect to the Shares, including arrangements for the transfer of any Shares,
joint ventures, loan or option arrangements, puts or calls, guarantees of loans,

6
<PAGE>

guarantees against loss or profits, division of losses or profits, or the giving
or withholding of proxies.

Future Dividend Policy. The Company has in the past followed a
conservative policy with respect to dividends in order to build its capital base
and to support continuing expansion of the Bank. In 1976, the Company increased
dividends from $1.50 to $1.60 per Share. It is hoped that prudent management
may permit further dividend increases in the future. Any increase in dividends
will be consistent with the then current financial position and needs of the
Bank, and there can be no assurance as to how any members of The Lauritzen Group
who are directors of the Company will vote with respect to future dividend
increases.

Future Registration and Reporting Policy. The Lauritzen Group does not
believe it is likely that the number of shareholders of the Company would be
reduced by virtue of this offer to a number which would allow de-registration of
the Shares under the Securities Exchange Act of 1934. At December 12, 1976,
approximately 37,000 Shares had been tendered from approximately 195
shareholders pursuant to the offer made on November 26, 1976, which would result
in a reduction in the number of shareholders from 769 to approximately 574. De-
registration would not be permitted unless the number of shareholders were
reduced to fewer than 300.

In the unlikely event that the number of shareholders is reduced to fewer
than 300 as a result of the purchase of 60,000 Shares pursuant to this offer, it
is the present intention of The Lauritzen Group to vote their Shares for
Directors who would vote in favor of the continuation of registration by the
Company under the Securities Exchange Act of 1934 on a voluntary basis.

If de-registration were to occur, however, it could result, among other
things, in the discontinuance of the necessity for periodic reporting to
shareholders and the Securities and Exchange Commission, the discontinuance of
the necessity for the preparation and distribution of proxies and proxy
statements, the elimination of prohibitions on short-swing insider profits, and
the elimination of requirements for the filing of future tender offers with the
Securities and Exchange Commission. In addition, shareholders might be
precluded from offering their Shares for sale in an orderly trading market due
to a lack of public information concerning the Company.

Certain Transactions with the Company. In the past three years The
Lauritzen Group and its affiliates have had numerous relationships and
transactions with the Bank. John R. Lauritzen and Bruce R. Lauritzen have been
officers, Directors and members of the Executive Committee of the Company and
the Bank and substantial shareholders of the Company for more than the past
three years, and have received remuneration from the Bank which is disclosed to
the extent required on at least an annual basis in proxy statements filed with
the Securities and Exchange Commission and distributed to shareholders.

During the past three years, various corporations which are controlled by
John R. Lauritzen and Bruce R. Lauritzen and members of their families have had
numerous transactions, including depository relationships and ongoing business
loan relationships, with the Bank. Generally, these transactions were in the
form of business loans made to the corporate

7
<PAGE>

entities which are members of The Lauritzen Group and other business entities
controlled or owned by John R. Lauritzen, Bruce R. Lauritzen and their families.
Such loans by the Bank were made in the ordinary course of business on terms,
including interest rate and collateral, negotiated on the same basis as those
prevailing at the time for comparable transactions with comparable persons not
related to, or affiliated with, the Company or the Bank.

For the three years 1974, 1975 and 1976, the outstanding loan balance as of
any date to any entity affiliated with The Lauritzen Group, other than a banking
entity, did not exceed $317,500, and the total outstanding balance of all loans
to all such entities as of any date did not exceed $1,300,000. For the same
three-year period, entities affiliated with The Lauritzen Group have maintained
at the Bank total average demand deposit balances for each year in excess of
$4,000,000, as well as substantial certificates of deposit. During any one of
such years, the highest average deposit balance with the Bank of any one entity
affiliated with The Lauritzen Group was approximately $2,000,000, while the
lowest was less then $1,000.

There can be no assurance that entities affiliated with The Lauritzen Group
will continue to do business of the present nature with the Company and the
Bank, and there are no contracts, arrangements or understandings relative to
such business transactions that assure or require that they be continued in the
future. Although there are no agreements or proposals with other persons, if
members of The Lauritzen Group borrow funds from other financial institutions,
they may see fit to do further business with such institutions, and as a result
the average deposit balance previously maintained by The Lauritzen Group and its
affiliates in the Bank may be decreased.

Darrell D. Green has an ongoing banking relationship with the Bank, and
during the last three years he has had loans outstanding in the ordinary course
of business in varying amounts not in excess of $250,000. Elizabeth D.
Lauritzen has an ongoing banking relationship with the Bank, and during the last
three years she has had loans outstanding in the ordinary course of business in
varying amounts not in excess of $130,000.

During the past three years, there have been no contracts, relationships,
transactions or negotiations among The Lauritzen Group, the Company, the Bank
and their affiliates regarding (1) any mergers, acquisitions or consolidations
or business combinations; (2) any tender offer for or other acquisition of
securities of the Company or the Bank except as set forth herein; or (3) any
sale or other transfer of a material amount of assets of the Company or its
subsidiaries. The Lauritzen Group and its affiliates have during this three-year
period voted their Shares in accordance with the recommendations of management
and for the candidates recommended by management as Directors of the Company.
There have been no other contracts, relationships, transactions or negotiations
for the sale or other transfer of a material amount of assets by the Company or
any of its subsidiaries other than loans and participations in loans with The
Lauritzen Group and their affiliates as stated herein.

While there are no present or proposed contracts, arrangements,
understandings among The Lauritzen Group, John R. Lauritzen, Bruce R. Lauritzen
and their affiliates, and the executive officers and directors of the Company
and the Bank, The Lauritzen Group does not anticipate and has no intention
relative to any personnel changes.

8
<PAGE>

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Information set forth below was disclosed in Item 3 of the Corrected and
Supplemental Amendment No. 1, Schedule 13D, and is restated herein as required
pursuant to Rule 101:

"The source and amount of funds to be used to make the purchases, including
a description of the transaction and the parties thereto, is stated under the
caption "Terms of the Offer-Source of Funds" at page 4 of Exhibit A which
Exhibit is incorporated herein by this reference."

Information set forth below was disclosed in Item 3 of Amendment No. 2 to
Schedule 13D, and is restated herein as required pursuant to Rule 101:

"This item is amended by increasing the price for the tendered securities
to $47.50 per share. No other source of funds is necessary as the original
amount stated is sufficient to pay the total consideration."

Information set forth below was disclosed in Item 3 of Amendment No. 4 to
Schedule 13D, and is restated herein as required pursuant to Rule 101:

"On December 31, 1976, the offering companies borrowed a total of
$2,850,000.00 from the Council Bluffs Savings Bank. Of this amount Blair
Insurance Agency, Inc. borrowed $855,000.00, Farmers & Merchants Company of
Bloomfield, Inc. borrowed $977,500.00 and Emerson Insurance Agency, Inc.
borrowed $977,500.00. See Exhibit A to this amendment for further details."

Item 3 of Schedule 13D is amended in its entirety to read as follows:
- --------------------------------------------------------------------------

The funds needed by the Lauritzen Corporation in order to consummate its
- -----------------------------------------------------------------------------
anticipated purchase of Shares described in Item 6 of this Amendment No. 5 to
- -----------------------------------------------------------------------------
Schedule 13D are expected to come from borrowed funds and cash on hand. The
- ---------------------------------------------------------------------------
Lauritzen Corporation is currently seeking the necessary financing commitments
- ------------------------------------------------------------------------------
for its obligations. No financing will be sought from either FNNI or its
- -------------------------------------------------------------------------
subsidiaries.
- -------------

The funds needed by Bruce R. Lauritzen in order to consummate his
-----------------------------------------------------------------
anticipated purchase of Shares described in Item 6 of this Amendment No. 5 to
- -----------------------------------------------------------------------------
Schedule 13D are expected to come from borrowed funds, cash on hand and resales
- -------------------------------------------------------------------------------
to officers and employees of the Lauritzen Corporation and its affiliates and to
- --------------------------------------------------------------------------------
members of the Lauritzen family. Mr. Lauritzen is currently seeking the
- ------------------------------------------------------------------------
necessary financing commitments. Resales would be at Mr. Lauritzen's cost, but
- -------------------------------------------------------------------------------
otherwise there are no agreements, arrangements or understandings with any
- --------------------------------------------------------------------------
person regarding the number of Shares to be resold. Upon any such resale, Mr.
- ------------------------------------------------------------------------------
Lauritzen would no longer have voting or investment power with respect to such
- ------------------------------------------------------------------------------
Shares.
- -------

Exhibit A to the Corrected and Supplemental Amendment No. 1, Schedule 13D,
and Exhibit A to Amendment No. 4 to Schedule 13D have not been reproduced
pursuant to Item 101(a)(2)(ii) of Regulation S-T, however, the incorporated
sections of Exhibit A to the

9
<PAGE>

Corrected and Supplemental Amendment No. 1, Schedule 13D are hereafter provided
in their entirety:

Source of Funds. The Lauritzen Group has obtained a loan commitment from
---------------
the Council Bluffs Savings Bank, a Banks of Iowa Bank, for a loan of $3,600,000,
the proceeds of which will be used to purchase Shares pursuant to this offer.
At the option of The Lauritzen Group, the loan may be obtained by the Emerson
Insurance Agency, Inc., Farmers & Merchants Company of Bloomfield, Inc. and
Blair Insurance Agency, Inc. and/or by John Lauritzen and Bruce R. Lauritzen,
individually.

The loan commitment is irrevocable until March 11, 1977. The material
terms of the loan which may be made pursuant to the commitment are as follows:
(i) up to $1,000,000 will be loaned on an unsecured basis at the prime rate of
interest of Citibank, N.A. of New York, New York which loan will be amortized in
annual installments over a period of five years; or (ii) if The Lauritzen Group
desires to borrow more than $1,000,000, then up to $3,600,000 will be loaned, if
secured by all of the issued and outstanding capital stock of the Emerson
Insurance Agency, Inc., Farmers & Merchants Company of Bloomfield, Inc. and
Blair Insurance Agency, Inc., at one half of one percent above the prime rate of
interest of the Continental Illinois National Bank of Chicago, which loan will
be amortized in annual installments over a period of eight years.

No loans for the purchase of Shares pursuant to this offer will be obtained
from the Company or the First National Bank of Omaha. The Lauritzen Group has
also obtained other commitments, but does not intend at this time to utilize
them.

The Lauritzen Group intends to repay such loans from funds derived from
their businesses and investments. Although The Lauritzen Group intends to apply
dividends paid on the Shares to repayment of any indebtedness incurred in
connection with the purchase of Shares pursuant to this offer, it will not be
dependent upon such dividends to retire that indebtedness. (See "THE LAURITZEN
---
GROUP-Future Dividend Policy").

ITEM 4. PURPOSE OF TRANSACTION

Information set forth below was disclosed in Item 4 of the Corrected and
Supplemental Amendment No. 1, Schedule 13D, and is restated herein as required
pursuant to Rule 101:

"The purposes of the proposed purchases are stated under the caption "Terms
of the Offer-Purpose of the Offer" at page 4 of Exhibit A, which Exhibit is
incorporated herein by reference."

Item 4 of Schedule 13D is amended in its entirety to read as follows:
---------------------------------------------------------------------

The Lauritzen Corporation is purchasing the additional Shares in the
--------------------------------------------------------------------
transaction reported in Item 6 of this Amendment No. 5 to Schedule 13D in order
- -------------------------------------------------------------------------------
to increase the Lauritzen Corporation's interest in FNNI which the Lauritzen
- ----------------------------------------------------------------------------
Corporation believes is an attractive investment.
- -------------------------------------------------

10
<PAGE>

Prior to the Lauritzen Corporation and Bruce Lauritzen entering into an
-----------------------------------------------------------------------
agreement to purchase additional Shares, the Lauritzen Group had beneficial
- ---------------------------------------------------------------------------
ownership of 49% of the issued and outstanding Shares. This level of beneficial
- --------------------------------------------------------------------------------
ownership resulted in the Lauritzen Group having effective control of FNNI.
- ----------------------------------------------------------------------------
Consummation of the stock purchases by the Lauritzen Corporation and Bruce
- --------------------------------------------------------------------------
Lauritzen described in Item 6 will result in the Lauritzen Group having
- -----------------------------------------------------------------------
beneficial ownership of approximately 52% of the Shares. If FNNI consummates
- -----------------------------------------------------------------------------
its own purchase of Shares (see Item 6), and all of such Shares are placed in
- -----------------------------------------------------------------------------
treasury, the number of Shares issued and outstanding (for voting and other
- ---------------------------------------------------------------------------
purposes) will be reduced, and the Lauritzen Group would then have beneficial
- -----------------------------------------------------------------------------
ownership of 53.8% of the Shares. Nevertheless, because the Lauritzen Group
- ----------------------------------------------------------------------------
already has effective control of FNNI, the percentage increase in beneficial
- ----------------------------------------------------------------------------
ownership is incidental to the Lauritzen Corporation's and Bruce Lauritzen's
- ----------------------------------------------------------------------------
interest in purchasing additional shares for investment.
- --------------------------------------------------------

Except as otherwise noted, the Lauritzen Group does not have any present
------------------------------------------------------------------------
plans or proposals which relate to or which would result in any transaction,
- ----------------------------------------------------------------------------
change or event specified in clauses (a) through (j) of Item 4 of the Schedule
- ------------------------------------------------------------------------------
13D.
- ----

The above-referenced Exhibit A to the Corrected and Supplemental Amendment
No. 1, Schedule 13D has been reproduced pursuant to Item 101(a)(2)(ii) of
Regulation S-T, however, the incorporated section of said Exhibit A is hereafter
provided in its entirety:

Purpose of the Offer. The Lauritzen Group is making this offer for the
--------------------
purpose of increasing its minority interest in the Company, with a view toward
strengthening its working control. If 60,000 shares are duly tendered and
purchased, The Lauritzen Group will own approximately 42% of the Outstanding
Shares.

The Lauritzen Group has no present plans or proposals which relate to or
would result in (a) any merger, liquidation or extraordinary corporate
transaction involving the Company; (b) any sale or exchange of any assets of the
Company; (c) any change in the composition or members of the Board of Directors
of the Company or of the management of the Company; (d) any change in the
capitalization or dividend policy of the Company (except as set forth under "THE
LAURITZEN GROUP-Future Dividend Policy"); or (e) any change in the nature of the
Company's business or corporate structure.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
- ---------------------------------------------

Information set forth below was disclosed in Item 5 of the Corrected and
------------------------------------------------------------------------
Supplemental Amendment No. 1, Schedule 13D, and is restated herein as required
- ------------------------------------------------------------------------------
pursuant to Rule 101:
- ---------------------

"The number of shares of the security beneficially owned to which this
----------------------------------------------------------------------
Amended Schedule relates, the number of shares subject to acquisition rights,
- -----------------------------------------------------------------------------
and information relative to all transactions in the class of security to which
- ------------------------------------------------------------------------------
this statement relates which were effected in the 60-day period preceding the
- -----------------------------------------------------------------------------
filing of the initial Schedule 13D, is stated under the caption "The Lauritzen
- ------------------------------------------------------------------------------
Group-Ownership of and Arrangements with Respect to Shares" at page 14 and "The
- -------------------------------------------------------------------------------
Lauritzen Group-Certain Transactions with the Company" at page 17 of Exhibit A
- ------------------------------------------------------------------------------
which Exhibit is incorporated herein by this reference."
- --------------------------------------------------------

11
<PAGE>

Item 5 of Schedule 13D is amended in its entirety to read as follows:
- --------------------------------------------------------------------------
(a),(b) The following table sets forth the beneficial ownership of Shares
- ------------------------------------------------------------------------------
for each person named in Item 2. Unless otherwise indicated in the footnotes,
- ------------------------------------------------------------------------------
each such person has sole power to vote or to direct the vote and sole power to
- -------------------------------------------------------------------------------
dispose or direct the disposition of such Shares.
- -------------------------------------------------

Amount and Nature of Percent
Name Beneficial Ownership of Shares
---- --------------------- ----------
<S> <C> <C>
John R. Lauritzen 180,736 (1)(3)(4) 52.1% (5)
- ----------------- ----------------- ---------
Bruce R. Lauritzen 28,135 (2)(3) 8.0% (5)
- ------------------ ------------- --------
Lauritzen Corporation 83,596 24.1% (5)
- --------------------- ------ ---------
</TABLE>

(1) 4,922 sole investment and voting power; 83,596 voting and investment power
- -------------------------------------------------------------------------------
through control of the Lauritzen Corporation; 52,286 Elizabeth D.
-----------------------------------------------------------------
Lauritzen, spouse, has sole investment and voting power, 29,932 spouse
----------------------------------------------------------------------
shares investment and voting power with the Bank.
-------------------------------------------------

(2) 483 power to acquire (see Item 6); 9,022 sole investment and voting power;
- -------------------------------------------------------------------------------
640 investment and voting power shared with spouse and minor child; 16,516
--------------------------------------------------------------------------
right to receive dividends and proceeds; 1,474 voting power of shares owned
---------------------------------------------------------------------------
by the Lauritzen Corporation Bankers Pension Plan and Trust, 1975.
------------------------------------------------------------------

(3) Some of the Shares shown for John R. Lauritzen and Bruce R. Lauritzen are
- ------------------------------------------------------------------------------
included twice. The total number of Shares described in footnotes (1) and
--------------------------------------------------------------------------
(2) without duplication is 180,398 or 52% of the Shares.
--------------------------------------------------------

(4) Includes the 10,000 Shares currently held of record by Mutual of Omaha and
- -------------------------------------------------------------------------------
United of Omaha which are subject to a purchase agreement with the
------------------------------------------------------------------
Lauritzen Corporation described in Item 6.
------------------------------------------

(5) FNNI is party to a stock purchase agreement which, if consummated, would
- -----------------------------------------------------------------------------
reduce the number of outstanding shares, and accordingly, all ownership
-----------------------------------------------------------------------
percentages would be proportionately increased.
-----------------------------------------------

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER

12
<PAGE>

Information set forth below was disclosed in Item 6 of the Corrected and
Supplemental Amendment No. 1, Schedule 13D, and is restated herein as required
pursuant to Rule 101:

"Information concerning any contracts, arrangements or understandings with
persons with respect to the securities of the issuer, are stated under the
captions "The Lauritzen Group-Ownership of and Arrangements with Respect to
Shares" at page 14 of Exhibit A, "The Lauritzen Group-Future Dividend Policy" at
page 16 of Exhibit A, and "The Lauritzen Group-Certain Transactions With the
Company" at page 17 of Exhibit A, which Exhibit is incorporated herein by this
reference."

Item 5 of Schedule 13D is amended in its entirety to read as follows:
- --------------------------------------------------------------------------------

The Lauritzen Corporation is a party to a stock purchase agreement (the
- ----------------------------------------------------------------------------
"Lauritzen Corporation Stock Purchase Agreement") with Mutual of Omaha Insurance
- --------------------------------------------------------------------------------
Company and United of Omaha Life Insurance Company pursuant to which the
- ------------------------------------------------------------------------
Lauritzen Corporation may acquire 10,000 Shares at a purchase price of $3,600
- -----------------------------------------------------------------------------
per Share. The obligations of the Lauritzen Corporation are subject to
- ----------------------------------------------------------------------
regulatory approvals and the Lauritzen Corporation's ability to obtain
- ----------------------------------------------------------------------
financing. The agreement provides that FNNI will purchase the Shares if the
- ---------------------------------------------------------------------------
Lauritzen Corporation is unable to complete the stock purchase. A copy of the
- -----------------------------------------------------------------------------
Lauritzen Corporation Stock Purchase Agreement is included as Exhibit B hereto.
- -------------------------------------------------------------------------------

Bruce R. Lauritzen is a party to a stock purchase agreement (the "Bruce
- ----------------------------------------------------------------------------
Lauritzen Stock Purchase Agreement") with United of Omaha Life Insurance Company
- --------------------------------------------------------------------------------
to acquire 483 Shares at a purchase price of $3,600 per Share. A copy of the
- -----------------------------------------------------------------------------
Bruce Lauritzen Stock Purchase Agreement is included as Exhibit C hereto.
- -------------------------------------------------------------------------

FNNI is a party to a stock purchase agreement (the "FNNI Stock Purchase
- ----------------------------------------------------------------------------
Agreement") with United of Omaha Life Insurance Company pursuant to which FNNI
- ------------------------------------------------------------------------------
may acquire 11,767 Shares at a purchase price of $3,600 per Share. The
- -----------------------------------------------------------------------
obligations of FNNI are subject to regulatory approvals.
- --------------------------------------------------------

Other than set forth above, neither the Lauritzen Group nor, to the best
- -----------------------------------------------------------------------------
knowledge of the Lauritzen Group, any person named in Schedule I to this
- ------------------------------------------------------------------------
Amendment No. 5 to Schedule 13D has any contract, arrangement, understanding or
- -------------------------------------------------------------------------------
relationship (legal or otherwise) with any person with respect to securities of
- -------------------------------------------------------------------------------
FNNI, including, but not limited to, transfer or voting of any of such
- ----------------------------------------------------------------------
securities, finders fees, joint ventures, loans or option arrangements, puts or
- -------------------------------------------------------------------------------
calls, guarantees of profits, division of profits or losses, or the giving or
- -----------------------------------------------------------------------------
withholding of proxies.
- -----------------------

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

The following exhibits are filed as exhibits to this Amendment No. 5 to
- ------------------------------------------------------------------------------
Schedule 13D:
- -------------
13
<PAGE>

Exhibit A: Joint Filing Agreement

Exhibit B: Lauritzen Corporation Stock Purchase Agreement

Exhibit C: Bruce Lauritzen Stock Purchase Agreement

Exhibit D: Power of Attorney

The following exhibits are not reproduced pursuant to Item 101(a)(2)(ii) of
Regulation S-T:

1. Exhibits to Corrected and Supplemental Amendment No. 1 Schedule 13D:

a) Exhibit A-Supplemental Information Concerning Tender Offer;
b) Exhibit B-Loan Commitment of Council Bluffs Savings Bank;
c) Exhibit C-Documents Relating to Tender Offer Litigation;
d) Exhibit C1-Order of US District Court;
e) Exhibit D-Consents of Emerson Insurance Agency, Inc., Farmers and
Merchants Company of Bloomfield, Inc. and Blair Insurance Agency,
Inc.
f) Exhibit D1-Power of Attorney of Emerson Insurance Agency, Inc.,
Farmers & Merchants Company of Bloomfield, Inc., Blair Insurance
Agency, Inc., John R. Lauritzen and Bruce R. Lauritzen appointing
Thomas B. Holley and Eric Hultman as agents and attorneys-in-
fact.

2. Exhibits to Amendment No. 2 to 13D

a) Copies of certain solicitations to be sent to shareholders and
advertisements to be published in newspapers.

3. Exhibits to Amendment No. 4 to 13D

a) Loan Documents with Council Bluffs Savings Bank

14
<PAGE>

Signature
- ---------

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: April 29, 1997

LAURITZEN CORPORATION
As Successor in Interest to:
Emerson Insurance Agency,
Blair Insurance Agency, and
Farmers & Merchants Company of
Bloomfield, Inc.

By /s/ Bruce R. Lauritzen
----------------------
Bruce R. Lauritzen, President

JOHN R. LAURITZEN

By:

/s/ John R. Lauritzen
---------------------
Elizabeth D. Lauritzen, as attorney-in-fact

15
<PAGE>

Schedule I

Information with Respect to Executive
Officers and Directors of the Lauritzen Corporation
---------------------------------------------------

The following sets forth as to each of the directors and executive officers
of the Lauritzen Corporation: his name, his business address, and his present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted.
Unless otherwise specified, the principal employer of each such individual is
the Lauritzen Corporation, the business address of which is One First National
Center, Omaha, Nebraska 68102, and each such individual is a citizen of the
United States. To the knowledge of the undersigned, during the last five years,
no such person has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and no such person was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities law or finding any violation with respect to
such laws.

DIRECTORS

Name and Business Address Present Principal Occupation or Employment

Bruce R. Lauritzen President and a Director of FNNI; President and a
Director of First National Bank of Omaha

Elizabeth D. Lauritzen Housewife

Daniel K. O'Neil Executive Vice President, Lauritzen Corporation

EXECUTIVE OFFICERS

Bruce R. Lauritzen President
Elizabeth D. Lauritzen Secretary
Daniel K. O'Neil Executive Vice President, Lauritzen Corporation
Neil A. Stanley Vice President, Lauritzen Corporation
Joseph R. Ramaeker Treasurer, Lauritzen Corporation
<PAGE>

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock, par value $5.00 per share, of First National of
Nebraska, Inc. ("FNNI"), a Nebraska corporation, and that this agreement be
included as an exhibit to such joint filing. This agreement may be executed in
any number of counterparts all of which taken together shall constitute one and
the same instrument.

IN WITNESS WHEREOF, each of the undersigned has executed this agreement or
caused this agreement to be executed on its behalf this 29th day of April, 1997.

LAURITZEN CORPORATION
As Successor in Interest to:
Emerson Insurance Agency,
Blair Insurance Agency, and
Farmers & Merchants Company of
Bloomfield, Inc.

By /s/ Bruce R. Lauritzen
--------------------------------
Bruce R. Lauritzen, President

/s/ Bruce R. Lauritzen
-----------------------------------
Bruce R. Lauritzen

JOHN R. LAURITZEN

By:

/s/ John R. Lauritzen
-----------------------------------
Elizabeth D. Lauritzen, as attorney-in-fact
<PAGE>

EXHIBIT B

April 29, 1997

Mutual of Omaha Insurance Company
United of Omaha Life Insurance Company
Mutual of Omaha Plaza
Omaha, NE 68175-1008

Re: Purchase of Common Stock of First National of Nebraska, Inc.

Gentlemen:

This letter agreement ("Agreement") is an agreement for the purchase and
sale of 10,000 shares of common stock (the "Shares") of First National of
Nebraska, Inc. ("FNNI"). Lauritzen Corporation ("Purchaser") hereby agrees to
purchase, and Mutual of Omaha Insurance Company hereby agrees to sell 5,233 of
the Shares and United of Omaha Life Insurance Company hereby agrees to sell
4,767 of the Shares. Collectively, Mutual and United are referred to as the
"Sellers." The purchase price ("Purchase Price") is $3,600 per Share and in the
aggregate Thirty-six million dollars and no/100 ($36,000,000), payable in
readily available funds on June 27, 1997 or at such time as the Purchaser and
Sellers shall mutually agree. If the closing does not occur on or before June
27, 1997, any party may terminate its obligations hereunder.

Upon payment of the Purchase Price, Sellers shall immediately deliver to
the Purchaser, stock certificates representing the Shares accompanied by
executed blank stock powers.

At the time of this Agreement, the Sellers have and will continue to have,
good, valid and marketable title to and control of the Shares.

The obligations of Purchaser are conditioned upon (i) the receipt of all
necessary or appropriate regulatory approvals, and (ii) the receipt of financing
for the purchase of the Shares having terms and conditions which are reasonably
acceptable to Purchaser.

Each party represents and warrants that (i) it has the legal right and
capacity to execute and deliver this Agreement, and (ii) this Agreement
constitutes a valid and binding obligation enforceable in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
reorganization, insolvency, or other similar laws affecting creditors' rights
generally and principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
<PAGE>

April 29, 1997
Page 2

This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and permitted assigns.

This Agreement shall be governed by the laws of the State of Nebraska.

If the terms of this Agreement are acceptable, please indicate Sellers'
acceptance by signing and dating the enclosed copy of this Agreement.

Very truly yours,

PURCHASER

LAURITZEN CORPORATION

By/s/ Bruce R. Lauritzen
------------------------
Bruce R. Lauritzen,
President

Agreed and Accepted this 29th day of
April, 1997.

SELLERS

MUTUAL OF OMAHA INSURANCE COMPANY
UNITED OF OMAHA LIFE INSURANCE COMPANY

By /s/ Richard A. Witt
---------------------------------
Richard A. Witt
Senior Vice President

By /s/ Rodney P. Walker
---------------------------------
Rodney P. Walker
Vice President

B2
<PAGE>

EXHIBIT C

April 29, 1997

United of Omaha Life Insurance Company
Mutual of Omaha Plaza
Omaha, NE 68175-1008

Re: Purchase of Common Stock of First National of Nebraska, Inc.

Gentlemen:

This letter agreement ("Agreement") is an agreement for the purchase and
sale of 483 shares of common stock (the "Shares") of First National of Nebraska,
Inc. ("FNNI"). Bruce R. Lauritzen ("Purchaser") hereby agrees to purchase, and
United of Omaha Life Insurance Company ("Seller") hereby agrees to sell, the
Shares. The purchase price ("Purchase Price") is $3,600 per Share and in the
aggregate one million seven hundred thirty eight thousand eight hundred dollars
and no/100 ($1,738,800), payable in readily available funds on June 27, 1997 or
such time as the Purchaser and Seller shall mutually agree. If the closing does
not occur on or before June 27, 1997, any party may terminate its obligations
hereunder.

Upon payment of the Purchase Price, Seller shall immediately deliver to the
Purchaser, stock certificates representing the Shares accompanied by executed
blank stock powers.

At the time of this Agreement, the Seller has and will continue to have,
good, valid and marketable title to and control of the Shares.

This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and permitted assigns.
<PAGE>

April 29, 1997
Page 2

This Agreement shall be governed by the laws of the State of Nebraska.

If the terms of this Agreement are acceptable, please indicate Seller's
acceptance by signing and dating the enclosed copy of this Agreement.

Very truly yours,

PURCHASER

/s/ Bruce R. Lauritzen
----------------------
Bruce R. Lauritzen

Agreed and Accepted this 29th day of
April, 1997.

SELLER

UNITED OF OMAHA LIFE INSURANCE COMPANY

By /s/ Richard A. Witt
-------------------------------------------
Richard A. Witt
Senior Vice President

By /s/ Rodney P. Walker
-------------------------------------------
Rodney P. Walker
Vice President

C-2
<PAGE>

EXHIBIT D

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, John R. Lauritzen, a resident of Omaha, Douglas County, Nebraska,
do by these presents, make, constitute and appoint my wife, Elizabeth D.
Lauritzen of said city my true and lawful attorney-in-fact, for me and in my
name, place and stead, to handle, sell or exchange all of my properties of every
kind and character, and to conduct all of my affairs, and in conducting said
affairs, to execute, acknowledge and deliver any deeds, mortgages, bills of
sale, contracts, checks or other instruments of every kind and character, deemed
by my said attorney-in-fact in her sole discretion, necessary or convenient.

I hereby give unto my said attorney-in-fact full power and authority to do
and perform all and every act and thing whatsoever, without any restriction to
or by any specific power herein given, to all intents and purposes as I might or
could do if I were personally present and capable of acting, with full power of
substitution.

Without limiting the generality of the foregoing, I hereby specifically
give my said attorney-in-fact full power (a) to sign and endorse checks and to
withdraw funds which I may have on deposit in any banking institution; (b) to
assert and enforce in my name and on my behalf, any claims which I may now or at
any other future date have or possess, with the same force and effect which I
could do if personally present and acting; (c) to execute in my name and stead,
federal and state income tax returns, and to prosecute claims for refund and to
compromise and settle any claims which I may now or hereafter have with respect
to federal or state income taxes or the refund or abatement of any such taxes;
(d) to collect any insurance which may become due and payable, and to execute
any claims and proofs of loss in my name and on my behalf, which may be required
in connection therewith; and (e) to vote any corporate capital stock.

I hereby ratify and confirm for myself, my heirs and assigns, any and all
acts which my attorney-in-fact or her substitute may cause to be done by virtue
hereof, and hereby absolve my attorney-in-fact and her substitutes of any and
all liability for any and all acts or omissions to act which she or any
successor may do or fail to do.

This Power of Attorney has been executed in one or more counterparts, each
of which shall, for all purposes, be deemed an original.

IN WITNESS WHEREOF, I have hereunto set my hand and seal at Omaha,
Nebraska, this 24th day of January, 1971.

/s/ John R. Lauritzen
---------------------