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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Princeton National Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
742282106
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(CUSIP Number)
James V. Stepleton
Husch & Eppenberger, LLC
100 North Broadway, Suite 1300
St. Louis, Missouri 63102-2789
(314) 421-4800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 11, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 742282106 13D
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
James H. Wilson, M.D.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
201,900 shares of Common Stock
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
201,900 shares of Common Stock
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
201,900 shares of Common Stock, consisting of 201,800 shares of Common Stock
held directly, and 100 shares of Common Stock held indirectly
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% of the Common Stock
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP NO. 742282106 13D
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Princeton Orthopedic Clinic, S.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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7 SOLE VOTING POWER
NUMBER OF 100 shares of Common Stock, included within the shares
owned by Dr. Wilson
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 100 shares of Common Stock, included within the shares
owned by Dr. Wilson
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 shares of Common Stock owned directly
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% of the Common Stock
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER
This statement relates to common stock, par value $5.00 ("Common Stock"), of
Princeton National Bancorp, Inc., a Delaware corporation, with principal
executive offices at 606 South Main Street, Princeton, Illinois 61356-2080 (the
"Issuer" or "Company").
ITEM 2. IDENTITY AND BACKGROUND
James Wilson:
(a) James H. Wilson, M.D.
(b) 910 Sherwood Glen
Princeton, Illinois 61356
(c) Dr. Wilson has retired as a full-time orthopedic surgeon, but continues to
consult as an orthopedic surgeon through Princeton Orthopedic Clinic, S.C., 910
Sherwood Glen Dr., Princeton, Illinois, 61356.
(d) During the last five years, Dr. Wilson has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Dr. Wilson has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, nor
as a result of any such proceeding was or is 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.
(f) United States
Princeton Orthopedic Clinic, S.C.:
Princeton Orthopedic Clinic, S.C. (the "Clinic") is a Service Corporation formed
pursuant to the Medical Corporation Act of the State of Illinois. The Clinic
serves mainly as a means for Dr. Wilson to perform consulting services as an
orthopedic surgeon. The Clinic's principal office and business is located at 910
Sherwood Glen Dr., Princeton, Illinois, 61356.
With respect of Item 2(d) and (e) of Schedule 13D:
(d) During the last five years, neither the Clinic, nor any of its directors,
officers, employees or agents, have been convicted in a criminal proceeding.
(e) During the last five years, the Clinic has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, nor
as a result of any such proceeding was or is 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.
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The Clinic is owned 100% by Dr. Wilson, who also serves as the Clinic's sole
officer and director. Pursuant to Schedule 13D General Instruction C,
information with respect to Dr. Wilson is stated in full in this Item 2 and
incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The purchases made by Dr. Wilson which are the subject of this filing were made
with personal funds, including those in his individual retirement account, in
the amount of $401,050.
The purchase made by the Clinic which is the subject of this filing was made
with the Clinic's working capital in the amount of $1,231.
ITEM 4. PURPOSE OF TRANSACTION.
Dr. Wilson and the Clinic have acquired shares of Common Stock because Dr.
Wilson believes that the Common Stock is currently undervalued by the market.
Concurrently with or shortly following the filing of this Scheduled 13D, Dr.
Wilson intends to make contact with the Company's chairman to discuss his
becoming a member of the Company's Board of Directors. Dr. Wilson believes that
his experience in the 1980's and 1990's as a director of several other Illinois
community banks and bank holding companies will assist the Board of Directors in
overseeing the Company's banking and related activities, improving its
performance and enhancing shareholder value. While serving as a director, Dr.
Wilson may identify and suggest actions that the Company could take to achieve
those goals. Whether or not he is invited to join the Company's Board of
Directors, Dr. Wilson may, from time to time, have conversations with other
shareholders about the Company and ways to enhance its performance and improve
the value of all shareholders' investment in it. Dr. Wilson and the Clinic may
also from time to time acquire additional shares of Common Stock or dispose of
shares they have acquired (subject in either case to prices that Dr. Wilson
deems to be favorable under the circumstances) in the open market, in privately
negotiated transactions or otherwise.
Except as set forth above, neither Dr. Wilson or the Clinic have any plans or
proposals that would result in or relate to:
(a) The acquisition of additional securities of the Company, or the
disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company of any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
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(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation of a registered national securities
association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) Dr. Wilson beneficially owns 5.8% of the Issuer's Common Stock, or
201,900 shares of Common Stock, consisting of 201,800 shares of Common Stock
held directly, and 100 shares of Common Stock held indirectly through the
Clinic, which he controls.
The Clinic beneficially owns less than 0.1% of the Common Stock of the Issuer,
or 100 shares of Common Stock held directly.
As a group, Dr. Wilson and the Clinic own 5.8% of the Issuer's Common Stock, or
201,900 shares.
(b) Dr. Wilson beneficially owns the following number of shares of Common
Stock with:
Sole Voting Power: 201,900 shares of Common Stock
Sole Dispositive Power: 201,900 shares of Common Stock
The Clinic owns the following number of shares of Common Stock with:
Sole Voting Power: 100 shares of Common Stock, which are included
within the shares beneficially owned by Dr. Wilson.
Sole Dispositive Power: 100 shares of Common Stock, which are included
within the shares beneficially owned by Dr. Wilson.
(c) During the sixty-day period ended as of the date hereof, each of the
filing persons has purchased shares of Common Stock as follows:
<TABLE>
<CAPTION>
Filing Person Shares Date Price/Share
------------- ------ ---- -----------
<S> <C> <C> <C>
James H. Wilson 28,000 08/11/00 $12.12
James H. Wilson 5,000 08/15/00 12.3125
Princeton Orthopedic Clinic, S.C. 100 08/14/00 12.31
</TABLE>
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Description
None
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
Date: August 18, 2000
/s/James H. Wilson, M.D.
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James H. Wilson, M.D.
PRINCETON ORTHOPEDIC CLINIC, S.C.
By: /s/James H. Wilson, M.D.
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James H. Wilson, M.D.
Title: Chief Executive Officer
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