FIRST NATIONAL BANCORP, INC.
78 North Chicago Street
Joliet, Illinois 60432
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
of proxies to be voted at the Annual Shareholders Meeting of First National
Bancorp, Inc. (the "Company") to be held on Thursday, March 14, 1996, at 3:00
p.m. at 78 N. Chicago Street, Joliet, Illinois, and any adjournments or
postponements thereof and further to inform the Shareholders concerning the use
of the proxy and the business to be transacted at the meeting.
This proxy statement and form of proxy were first mailed to the
Shareholders on or about Thursday, February 22, 1996.
The proxy may be revoked at any time before it is voted whether in
writing delivered to the Company stating that the proxy is revoked or by a
subsequent proxy executed by or attendance at the meeting and voting in person
by the person executing the proxy. The items enumerated herein constitute the
only business which the Board of Directors intends to present or is informed
that others will present at the meeting. If any other matters are properly
presented at the meeting for action, the persons name in the enclosed form of
proxy and acting thereunder will have the discretion to vote on such matters in
accordance with their best judgement.
The enclosed proxy is solicited on behalf of the Board of Directors of
the Company. The expenses in connection with the solicitation of proxies will be
borne by the Company. Solicitation will be made by mail, but may in some cases
also be made by telephone or personal calls by officers, directors or regular
employees of First National Bank of Joliet who will not be specially compensated
for such solicitation.
On the record date, the Company had issued and outstanding and entitled
to vote 1,215,902 shares of $10.00 par value common stock, except that 2,683
shares, or .22%, are held by the Trust Department of First National Bank of
Joliet as sole Trustee and may not be voted. Only Shareholders of record at the
close of business of the Company on Friday, February 16, 1996, are entitled to
notice of and to vote at the Shareholders meeting. Each share of common stock
entitles the holder to one (1) vote on any matter brought before the meeting
except for the election of directors.
A quorum of Shareholders is necessary to take action at the Annual
Shareholders Meeting. A majority of the outstanding shares of common stock of
the Company, represented in person or by proxy, will constitute a quorum of
Shareholders at the Annual Shareholders Meeting. Abstentions will be considered
as present for purposes of a quorum and will be considered as a no vote on any
matter brought before the Shareholders. If a broker indicates on the proxy that
it does not have discretionary authority to vote certain shares of common stock
on a particular matter, those shares will not be considered as present for
purposes of a quorum and therefore not entitled to vote with respect to that
matter. Votes cast by proxy or in person at the Annual Shareholders Meeting will
be tabulated by the inspectors of election appointed for the Annual Shareholders
Meeting.
In the election for directors, each Shareholder shall have the right to
vote the number of shares owned by such Shareholder for as many persons as there
are directors to be elected or to cumulate such votes and give one (1) person as
many votes as shall equal the number of directors to be elected multiplied by
the number of such shares or to distribute such cumulative votes in any
proportion among any number of persons. The eleven (11) persons receiving a
plurality of the votes cast for director shall be elected as directors. For any
other proposal brought before the Shareholders, a simple majority of the votes
cast is required for the proposal to be approved.
A copy of the 1995 Annual Report of the Company and its wholly owned
subsidiaries, the First National Bank of Joliet ("FNB"), Southwest Suburban Bank
("SWSB"), the Bank of Lockport ("BOL") and Plano Bancshares, Inc. and its
subsidiary the Community Bank of Plano ("CBP"), is enclosed and accompanies this
Proxy Statement.
<PAGE>
Election of Directors
The eleven (11) persons named below are the persons whom the Board of
Directors recommends for election as directors of the Company for a term ending
at the next Annual Shareholders Meeting in 1997. All of the nominees are members
of the current Board of Directors of the Company.
It is intended that all shares of common stock represented by a proxy
in the accompanying form will be voted for the election of the persons listed
below as directors unless authority to vote for the election of directors is
withheld in such proxy. The Board of Directors has no reason to believe that any
of the nominees will refuse or be unable to serve, but if any of the nominees
will refuse or be unable to serve, proxies may be voted for election of other
persons selected by the Board of Directors. Certain information with respect to
the nominees is set forth below.
<TABLE>
NOMINEES FOR DIRECTOR
Principal Occupation for Director of Company or
Name and Age the Past Five Years(1) Subsidiary Since
- ------------ ------------------------ ----------------------
<S> <C> <C>
Sheldon C. Bell President, Coldwell Banker Bell 1973
(Age 61) (Real Estate)
George H. Buck President, Werden Buck Company 1980
(Age 47) (Face Brick-Masonry Materials)
Albert G. D'Ottavio President, Secretary/Treasurer, and COO, 1980
(Age 52) First National Bancorp, Inc.; President
and COO, First National Bank of Joliet
Watson A. Healy Achitect 1976
(Age 71)
Paul A. Lambrecht Retired Chairma, Brown & Lambrecht 1976
(Age 72) Construction, Inc. (Earthmoving)
Harvey J. Lewis Farmer 1973
(Age 71)
Walter F. Nolan Partner, Clifton, Gunderson & Co. 1991
(Age 55) (Certified Public Accountant)
Charles R. Peyla (2) President, Illinois Securities Company 1973
(Age 63) (Insurance)
Louis R. Peyla (2) Chairman of the Board, Illinois Securities 1983
(Age 65) Company (Insurance)
Kevin T. Reardon Chairman of the Board and CEO, First 1973
(Age 60) National Bancorp, Inc. and First National
Bank of Joliet
Howard E. Reeves President, HOW Enterprises, Inc. 1980
(Age 62) (Land Development)
<FN>
(1) All of the above named directors have been engaged in the principal
occupation specified for more than five years unless otherwise noted.
(2) Charles R. and Louis R. Peyla are brothers
</FN>
</TABLE>
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock at December 31, 1995, by each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, by each director or nominee, by each executive officer
named in the Summary Compensation Table, and by all directors and executive
officers of the Company as a group.
Name of Individual or Amount and Nature of Percent
Number of Individuals in Group Beneficial Ownership (1) of Class
- ------------------------------ ------------------------ --------
Directors
- ---------
Sheldon C. Bell ............................. 10,752 0.88%
George H. Buck .............................. 7,898 0.65%
Albert G. D'Ottavio ......................... 8,013 0.66%
Watson A. Healy ............................. 5,247 0.43%
Paul A. Lambrecht ........................... 20,473 1.68%
Harvey J. Lewis ............................. 4,240 0.35%
Walter F. Nolan ............................. 19,045 1.56%
Charles R. Peyla ............................ 24,424 2.00%
Louis R. Peyla .............................. 21,257 1.74%
Kevin T. Reardon ............................ 27,515 2.26%
Howard E. Reeves ............................ 18,657 1.53%
All directors and executive officers
of the Company and the Bank as a
group (14 persons)........................... 175,056 14.40%
(1) All of the listed directors and executive officers exercise sole voting and
investment control over the shares indicated and own the shares directly,
except for the following shares: Sheldon C. Bell--jointly with spouse 1,560
shares, as Trustee of the Company's Profit Sharing Trust 8,586 shares;
George H. Buck--custodian 42 shares; Albert G. D'Ottavio--spouse 406
shares; Watson A. Healy--trust 4,724 shares; Paul A. Lambrecht--jointly
with spouse 6,858 shares and trust 13,092 shares; Harvey J. Lewis--trustee
3,075 shares, spouse trustee 955 shares; Walter F. Nolan--jointly with
spouse 7,665 shares; Charles R. Peyla--agent for the Illinois Securities
Company 5,511 shares, co-trustee 17,624 shares, spouse 42 shares; Louis R.
Peyla--co-trustee 17,624 shares; Kevin T. Reardon--trust 13,265 shares,
spouse trust 10,000 shares, trustee 4,050 shares; Howard E. Reeves--spouse
3,935 shares, trust 5,982 shares, trustee of the Company Profit Sharing
Trust 8,400 shares; Jack A. Podlesny--jointly with spouse 648 shares,
jointly with other relatives 168 shares, individually 386 shares; James T.
Limacher--trustee 99 shares, individually 3,522 shares; John J.
Keigher--jointly with spouse 2,712 shares.
<PAGE>
Transactions with Management
Directors and officers of the Company and its subsidiaries and their
associates, were customers of and had transactions with the Company and its
subsidiaries during 1995. Additional transactions may be expected to take place
in the future. All loans, commitments to loan, transactions in repurchase
agreements and certificates of deposit and depository relationships, in the
opinion of management, were made in the ordinary course of business, on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and did
not involve more than the normal risk of collectability or present other
unfavorable features.
Charles R. And Louis R. Peyla each own more than a 10% interest in the
Illinois Securities Company. FNB, SWSB, BOL, and CBP have purchased insurance
policies through the Illinois Securities Company for a number of years and the
Company and its subsidiaries will continue to do so in 1996. In 1995 FNBJ, SWSB,
BOL and CBP paid approximately $456,600 in insurance premiums for various
policies to the Illinois Securities Company.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act requires that the Company's
directors, executive officers and persons who own more than 10% of the Company's
Common Stock file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Such persons are also required to furnish
the Company with copies of all Section 16(a) forms they file. Based solely on
the Company's review of the copies of such forms and, if appropriate,
representations made to the Company by any such reporting person concerning
whether a Form 5 was required to be filed for the 1995 fiscal year, the Company
is not aware that any of its directors and executive officers or 10%
stockholders failed to comply with the filing requirements of Section 16(a)
during the period commencing January 1, 1995 through December 31, 1995.
Board of Directors and Committees of the Company
The Board of Directors of the Company had twelve (12) meetings in 1995. No
director attended less than 80% of all such meetings. The directors of the
Company do not receive any compensation for attendance at meetings of the
directors of the Company. All directors of the Company also serve as directors
of FNB and only receive compensation as directors of FNB. Messrs. Reardon and
D'Ottavio also serve as directors of the Company's other subsidiaries, without
additional compensation.
The Company's Board of Directors did not have any committees in 1995. The
full Board of Directors considers matters pertaining to nominations to the
Board.
Compensation of Directors
Directors of the Company are not paid a fee for serving on the Company's
Board. Directors of FNB receive a fee of $1,500 per meeting of the FNB Board and
$100 for each committee meeting attended.
Report of the Compensation Committee on Executive Compensation
Officers of the Company are not compensated separately from their
respective positions at FNB. The Compensation Committee of FNB is responsible
for recommending salaries to the Board of Directors of FNB and establishing
compensation plans and policies for the executive officers and members of
management of FNB. The Board of Directors of FNB review and act upon the
recommendations of the Compensation Committee.
<PAGE>
The compensation Committee has in the past set annual compensation
recommendations by evaluating the responsibilities of the positions and the
individuals' experience, performance, career progress and development. The
Compensation Committee utilized Sheshunoff, Illinois Bank Administration and
Bank Administration Institute surveys in the analysis of compensation levels of
similarly employed individuals. The compensation of the executive officers as
established by the Compensation Committee and approved by the Board of Directors
of FNB are generally targeted in the middle of the compensation levels in these
surveys. In addition, the compensation of its chief executive officer and chief
operating officer are reviewed with respect to their very active roles in the
performance and management of the Company and its four subsidiary banks, FNB,
SWSB, BOL and CBP. With respect to Mr. Kevin T. Reardon, the Compensation
Committee of FNB recommended and the Board of Directors of FNB approved an
increase in his base cash compensation for 1995 from $222,000 to $230,000. With
respect to Mr. Albert G. D'Ottavio, the Compensation Committee of FNB
recommended and the Board of Directors of FNB approved an increase in his base
cash compensation for 1995 from $177,000 to $185,000.
In reaching a decision with respect to bonuses to be awarded, the
Committee gave significant consideration to the individual contributions of the
officer, the favorable operating results of the Company 1995 and the continued
success of FNB, SWSB, BOL and CBP with respect to earnings, return on equity,
return on assets, total return to Shareholders and financial condition. No
precise weighting was assigned to any of these factors and the Committee
believes that the performance of the Company in each area has compared favorably
with similar sized bank holding companies in this geographic area. The bonuses
reflect the view of the Compensation Committee that the awards were appropriate
in light of the excellent performance over the past three years of the Company
and its subsidiary banks. The Compensation Committee recognized achievements of
the chief executive officer and the chief operating officer in the areas of
customer service, technology use and innovation and management efficiency but
did not assign a weighting factor to any specific area. With respect to Mr.
Kevin T. Reardon, Chief Executive officer, the Compensation Committee of FNB
recommended and its Board of Directors approved an increase in his bonus for
1995 from $168,000 to $180,000. With respect to Mr. Albert G. D'Ottavio, Chief
Operating Officer, the Compensation Committee of FNB recommended and its Board
of Directors approved an increase in his bonus for 1995 from $105,000 to
$112,000.
Neither Mr. Reardon nor Mr. D'Ottavio participated in discussions of the
Compensation Committee regarding either of their respective compensation.
This report is submitted on behalf of the members of the Committee:
Charles R. Peyla
Paul A. Lambrecht
Kevin T. Reardon
Albert G. D'Ottavio
Howard E. Reeves
The incorporation by reference of this Proxy Statement into any document
filed with the Securities and Exchange Commission by the Company shall not be
deemed to include the preceding report unless such report is specifically stated
to be incorporated by reference into such document.
Compensation Committee Interlocks and Insider Participation
The Company does not have a Compensation Committee and no compensation is
paid by the Company to any officer. However, Kevin T. Reardon and Albert G.
D'Ottavio, Chief Executive Officer and Chief Operating Officer respectively, do
serve on the Compensation Committee of FNB. They do not participate in any
discussions and they abstain from any vote of the Compensation Committee
regarding either of their compensation as officers of FNB. The Company's Board
of Directors had no compensation committee interlocks with any other entity.
<PAGE>
Executive Compensation
The following table sets forth information concerning the compensation
paid or granted for the past three fiscal years to the Company's Chief Executive
Officer and to each of the other four most highly compensated executive officers
of the Company whose aggregate salary and bonus exceeded $100,000 for the 1995
fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE> Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Annual Restricted Underlying All Other
Name and Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary($) Bonus($) sation($) Award(s) SARs(#) Payouts($) sation ($)
- ------------------ ---- --------- -------- --------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kevin T. Reardon ....................... 1995 230,000 180,000 -0- -0- -0- -0- 4,593.86
Chairman of the Board, CEO ............ 1994 222,000 168,000 -0- -0- -0- -0- 4,616.88
and Director of First National ......... 1993 210,000 160,000 -0- -0- -0- -0- 3,936.63
Bank of Joliet
Albert G. D'Ottavio .................... 1995 185,000 112,000 -0- -0- -0- -0- 4,509.19
President, COO and Director ............ 1994 177,000 105,000 -0- -0- -0- -0- 4,620.00
of First National Bank of Joliet ....... 1993 168,000 100,000 -0- -0- -0- -0- 4,497.02
Jack A. Podlesny ....................... 1995 100,000 20,000 -0- -0- -0- -0- 3,565.00
Vice-President and Cashier ............. 1994 93,000 17,500 -0- -0- -0- -0- 3,285.00
of First National Bank of Joliet ....... 1993 87,000 17,500 -0- -0- -0- -0- 3,110.00
John J. Keigher ........................ 1995 100,000 20,000 -0- -0- -0- -0- 3,565.00
Vice-President of ...................... 1994 93,000 15,000 -0- -0- -0- -0- 3,210.00
First National Bank of Joliet .......... 1993 87,000 15,000 -0- -0- -0- -0- 3,035.00
James T. Limacher ...................... 1995 89,000 15,000 -0- -0- -0- -0- 3,120.00
Vice-President of ...................... 1994 89,000 15,000 -0- -0- -0- -0- 2,970.00
First National Bank of Joliet .......... 1993 89,000 10,000 -0- -0- -0- -0- 2,950.00
</TABLE>
Pension Plan
FNB maintains the First National Bank of Joliet Retirement Plan (the
"Plan") to provide retirement benefits to eligible employees of the Company's
subsidiary banks. Prior to November 1, 1991, only employees of FNB were covered
by the Plan. Commencing on November 1, 1991, the Plan coverage was extended to
employees of SWSB, on January 1, 1992 Plan coverage was extended to employees of
BOL, and on November 1, 1994 Plan coverage was extended to employees of CBP.
Each year employer contributions to the Plan are required in amounts which are
actuarially determined and are dependent upon participant age, service and
compensation, benefit payments, and investment gains or losses of the trust
fund. Upon attainable normal retirement age under the Plan (sixty-five (65) with
at least 5 years of participation in the Plan), an eligible employee will be
entitled to a monthly pension benefit. The benefit shall be equal to 1.25% of
final average pay plus .625% of final average pay over the covered compensation
amount (based on date of birth) times years of service (maximum 30 years), plus
.5% of final average pay times years of service in excess of 30 years (maximum 5
years).
Employees are eligible to participate in the Plan upon reaching age
twenty-one (21) and the completion of a year of service. A year of service is
(i) the first twelve (12) consecutive months; or (ii) the first Plan year
(November through October) thereafter, during which an employee completes at
least 1,000 hours of service of employment with one or more of the subsidiary
banks.
<PAGE>
Any participant in the Plan who terminates his employment for any reason
other than retirement, disability or death, will be entitled to a percentage of
his accrued benefits according to the following vesting schedule:
Years of Service Vested %
---------------- --------
1 0%
2 0%
3 20%
4 40%
5 60%
6 80%
7 100%
Pension Plan Table
The following Pension Plan Table shows the estimated annual benefits
payable upon retirement in 1995 for participants in Plan at the specified
compensation and years of service levels:
Years of Service
- --------------------------------------------------------------------------------
Compensation 15 20 25 30 35
- --------------------------------------------------------------------------------
20,000 3,750 5,000 6,250 7,500 8,000
40,000 8,820 11,760 14,700 17,640 18,640
60,000 14,445 19,260 24,075 28,890 30,390
80,000 20,070 26,760 33,450 40,140 42,140
100,000 25,695 34,260 42,825 51,390 53,890
120,000 31,320 41,760 52,200 62,640 65,640
140,000 36,945 49,260 61,575 73,890 77,390
150,000 39,758 53,010 66,263 79,515 83,265
The normal retirement benefit for a retired eligible employee is based
upon final average pay. Final average pay is determined by the average of the
highest sixty (60) consecutive months compensation within the last ten (10)
completed years of employment. Compensation greater than $150,000 exceeds the
current qualified plan compensation limits. Special transition rules apply to
benefits based on compensation above this level. Table benefits are computed
based upon a life annuity and ten-year certain payment form.
The years of credited service for named executive officers is as follows:
Years of Credited Service
Name of Individual Towards Plan
------------------ -------------------------
Kevin T. Reardon 34
Albert G. D'Ottavio 31
Jack A. Podlesny 22
John J. Keigher 34
James T. Limacher 24
<PAGE>
The incorporation by reference of this Proxy Statement into any document
filed with the Securities and Exchange Commission by the Company shall not be
deemed to include the following performance graph and related information unless
such graph and related information is specifically stated to be incorporated by
reference into such document.
Shareholder Return Performance Presentation
The graphical presentation omitted herein compares the cumulative total return
over the eight year period from January 1, 1988 through December 31, 1995 based
on a $100 investment made as of December 31, 1987. For purposes of the $100
invested in Company common stock, it is assumed the dividends received during
the eight year measurement period were reinvested at the then current trading
price for Company common stock. The cumulative total return also reflects the
change in share price between the beginning and end of the measurement period.
Changes in the Nasdaq Stock Market Composite and Nasdaq Bank indices over the
same eight year measurement period using an equal $100 investment made as of
December 31, 1987 are presented to provide general comparisons to both a broad
equity market index and a specific industry (banking) index.
The following data points were utilized in preparation of the omitted graph.
<TABLE>
Cumulative Total Return (measured as of 12/31)*
------------------------------------------------------------------------------------
1987 1988 1989 1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
First National Bancorp. $100 $117 $148 $180 $202 $236 $279 $327 $409
Nasdaq Bank Index 100 111 100 65 90 136 176 178 257
Nasdag Composite 100 115 138 113 177 205 233 226 316
<FN>
* Total return assumes reinvestment of dividends
</TABLE>
<PAGE>
Independent Public Accountants
The appointment of independent public accountants is approved annually by
the Board of Directors. The Board of Directors has authorized the engagement of
McGladrey & Pullen, LLP as its independent public accountants for the fiscal
year 1996. McGladrey & Pullen, LLP was retained in 1995 by the Company under a
one (1) year contract for the purpose of performing, in accordance with
generally accepted auditing standards, the audit of the Company's consolidated
financial statements and will continue to serve in 1996 under similar terms.
McGladrey & Pullen, LLP has served as the independent public accountants of the
Company since 1986. If the appointment of McGladrey & Pullen, LLP is not
ratified, the matter of the appointment of independent public accountants will
be considered by the Board of Directors.
The Examining and Audit Committee and the Trust Audit Committee of FNB met
with representatives of McGladrey & Pullen, LLP and the internal auditors
quarterly during 1995 to review the results of all audit work performed in that
period.
A representative of the firm of McGladrey & Pullen, LLP is expected to be
present at the Annual Shareholders Meeting, will have the opportunity to make a
statement if he or she desires to do so and will be available to respond to
appropriate questions.
Shareholder Proposals for the 1997 Annual Meeting of Shareholders
Any proposals of Shareholders intended to be presented at the 1997
Annual Meeting of Shareholders must be received by the Chairman of the Company
at its principal executive officers at 78 North Chicago Street, Joliet, Illinois
60432 on or before October 24, 1996, to be considered for inclusion in the
Company's Proxy Statement and proxy relating to such meeting.
Other Business
The Board of Directors know of no other matters to be brought before the
Annual Shareholders Meeting. If any other matters should properly come before
the meeting, the persons named in the proxy will have the discretion to vote the
proxy in accordance with their best judgment on those matters.
By Order of the Board of Directors
/s/ Kevin T. Reardon
--------------------
Kevin T. Reardon
Chairman of the Board
and Chief Executive Officer
Joliet, Illinois
February 22, 1996
A COPY OF THE 1995 FORM 10-K (THE ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION) IS AVAILABLE FREE OF CHARGE TO ANY SHAREHOLDER UPON WRITTEN REQUEST
TO: MR. KEVIN T. REARDON, CHAIRMAN OF THE BOARD, FIRST NATIONAL BANCORP, INC.,
78 NORTH CHICAGO STREET, JOLIET, ILLINOIS 60432.
<PAGE>
NOTICE OF THE ANNUAL SHAREHOLDERS MEETING OF
FIRST NATIONAL BANCORP, INC.
To the Shareholders of First National Bancorp, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Shareholders Meeting of First National
Bancorp, Inc., (the "Company"), will be held on Thursday, March 14, 1996 at 3:00
p.m. at the main office of the First National Bank of Joliet, 78 North Chicago
Street, Joliet, Illinois, for the purpose of considering and voting upon the
following matters:
1. The election of eleven (11) directors of the Company.
2. The transaction of such other business as may properly be brought
before the meeting or any adjournments or postponements thereof.
The Board of Directors knows of no other business to be brought before the
meeting. The close of business of the Company on Friday, February 16, 1996, has
been fixed by the Board of Directors as the record date for the determination of
Shareholders of the Company entitled to notice of and to vote at the Annual
Shareholders Meeting and any adjournments or postponements thereof.
Dated: February 22, 1996
By Order of the Board of Directors
/s/ Kevin T. Reardon
--------------------
Kevin T. Reardon
Chairman of the Board
and Chief Executive Officer
IMPORTANT
Whether you expect to attend the meeting or not, please mark, sign, date and
promptly return the enclosed proxy in the enclosed, self-addressed envelope.
<PAGE>
February 22, 1996
To Our Shareholders:
On behalf of the Board of Directors and management, I cordially invite you to
attend the Annual Shareholders Meeting of First National Bancorp, Inc. to be
held on Thursday, March 14, 1996, at 3:00 p.m. at the main office of First
National Bank of Joliet at 78 North Chicago Street, Joliet, Illinois.
The notice of meeting and proxy statement accompanying this letter describe the
specific business to be acted upon.
In addition to the specific matters to be acted upon, there will be a report on
the progress of First National Bancorp, Inc. and its subsidiaries, First
National Bank of Joliet, Southwest Suburban Bank, Bank of Lockport and Plano
Bancshares, Inc. and its subsidiary the Community Bank of Plano.
It is important that your shares be represented at the meeting. Whether or not
you plan to attend in person, you are requested to please mark, sign, date and
promptly return the enclosed BLUE proxy in the envelope provided.
Sincerely,
/s/ Kevin T. Reardon
- --------------------
Kevin T. Reardon
Chairman of the Board
and Chief Executive Officer
KTR:kgg
<PAGE>
FIRST NATIONAL BANCORP, INC.
78 North Chicago Street, Joliet, Illinois 60432
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE
PLEASE SIGN ON REVERSE SIDE AND RETURN IMMEDIATELY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Shareholder or Shareholders
of First National Bancorp, Inc., ("Company"), do hereby nominate, constitute and
appoint KEVIN T. REARDON and ALBERT G. D'OTTAVIO or any one of them (with
substitution, for me or us and in my or our name, place and stead) to vote all
the shares of common stock of the Company, standing in my or our name, on the
Company's books as of the close of its business on Friday, February 16, 1996 at
the Annual Meeting of Shareholders of the Company to be held at the office of
First National Bank of Joliet, 78 North Chicago Street, Joliet, Illinois, on
Thursday, March 14, 1996 at 3:00 p.m., or any adjournment thereof, with all the
powers the undersigned would possess if personally present. The shares are to be
voted in accordance with my or our directions as follows:
1. The election of the eleven (11) persons listed below and in the Company's
Proxy Statement dated February 22, 1996, as directors of the Company:
FOR ( ) WITHHOLD ( )
Sheldon C. Bell Paul A. Lambrecht Louis R. Peyla
George H. Buck Harvey J. Lewis Kevin T. Reardon
Albert G. D'Ottavio Walter F. Nolan Howard E. Reeves
Watson A. Healy Charles R. Peyla
(over)
YOU MAY INDICATE YOUR DESIRE TO WITHHOLD AUTHORITY TO VOTE FOR ANY PERSON BY
LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF ANY PERSON.
The Board of Directors recommends a vote "FOR" the election of the above
listed persons as directors of the Company.
2. Such other business as may be properly brought before the meeting or any
adjournment thereof.
If any other business is properly brought before said meeting, this proxy
shall be voted in accordance with the recommendations of the Board of
Directors.
(Signature of Shareholder or Shareholders)
(Signature of Shareholder or Shareholders)
When signing as attorney, executor, administrator, trustee or guardian, please
give full title. If more than one trustee, all should sign. All joint owners
must sign.
DATED: , 1996
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(1) All of the above named directors have been engaged in the principal
occupation specified for more than five years unless otherwise noted.
(2) Charles R. and Louis R. Peyla are brothers.
