PRINCETON NATIONAL BANCORP INC
8-K, 2000-03-03
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)
                                              March 3, 2000  (February 29, 2000)
                                              ----------------------------------


                        Princeton National Bancorp, Inc.
   --------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    Delaware
         --------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


                0-20050                                 36-3210283
- ---------------------------------------      -----------------------------------
       (Commission File Number)               (IRS Employer Identification No.)


606 South Main Street
Princeton, Illinois                                              61356
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                       (Zip Code)


Registrant's telephone number, including area code         (815) 875-4444
                                                  ------------------------------



                       Exhibit Index is located on page 4.



                                       1


<PAGE>

ITEM 5.           OTHER EVENTS

         On February 29, 2000, the Registrant issued a press release relating to
the implementation of a stock repurchase program whereby the Registrant may
repurchase from time to time up to 5% of its outstanding shares of common stock
in the open market or in private transactions over the next twelve months. For
information regarding the stock repurchase program, reference is made to the
press release dated February 29, 2000, which is attached hereto as Exhibit 99
and incorporated herein by reference.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

            (c)      Exhibits:

                     Exhibit 99       February 29, 2000 Press Release




                                       2
<PAGE>


                                   SIGNATURES

         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 hereunto duly authorized.


                                      PRINCETON NATIONAL BANCORP, INC.
                                               (Registrant)


                                      By:/s/ Tony J. Sorcic
                                         ---------------------------------
                                             Tony J. Sorcic, President and
                                             Chief Executive Officer


Dated:  March 2, 2000













                                       3
<PAGE>


                                  EXHIBIT INDEX


NUMBER                     DESCRIPTION

  99                       February 29, 2000 Press Release

































                                       4








                                                                      EXHIBIT 99

[PRINCETON NATIONAL BANCORP, INC. LOGO]
                                                                   DATE: 2/29/00

                        PRINCETON NATIONAL BANCORP, INC.
                      ANNOUNCES 5% STOCK REPURCHASE PROGRAM


PRINCETON, Illinois -- February 29, 2000 -- Princeton National Bancorp, Inc.
(NASDAQ: PNBC) today announced it is implementing a stock repurchase program
whereby the Company may repurchase from time to time up to 5% (or 183,386
shares) of its outstanding shares of common stock in the open market or in
private transactions over the next twelve months. Purchases will be dependent
upon market conditions and the availability of shares. The Company currently has
3,667,729 outstanding shares of common stock. The prior 3% stock repurchase
program was completed on December 3, 1999.

Tony J. Sorcic, President & Chief Executive Officer of the Company, stated "the
repurchase program represents a prudent use of capital, which facilitates
capital management and benefits the shareholder through increased liquidity in
their stock. The remaining shareholders will also benefit by owning a larger
percentage of the outstanding shares and, assuming earnings are equal, the
earnings per share will increase. This attractive use of capital benefits the
shareholders and the Company, particularly at current market valuations".

Princeton National Bancorp's subsidiary, Citizens First National Bank, has
community banking offices in Princeton, Peru, Genoa, Oglesby, Spring Valley,
Sandwich, Henry, Minooka, DePue, Hampshire, and soon to be in Huntley.



    This release may contain projections or other forward-looking statements
  regarding future events or the future financial performance of the Company.

          Actual results may differ materially from these projections.


Inquiries should be directed to:   Lou Ann Birkey, A.V.P. & Corporate Secretary,
                                   Princeton National Bancorp, Inc.
                                   (815)875-4444
                                   E-Mail address: [email protected]





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