<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
-----------------------
(X) Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended March 31, 1997
or
( ) Transition Report Pursuant to Section 13 of 15(d) of
the Securities Exchange Act of 1934
For the transition period from ----- to -----
-----------------------
Commission file number 0-15123
I.R.S. Employer Identification Number 31-1182986
FIRST NATIONAL BANCORP, INC.
(an Illinois Corporation)
78 N. Chicago St.
Joliet, Illinois 60432
Telephone: (815) 726-4371
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 2,431,804 shares of the
Company's Common Stock ($10.00 par value) were outstanding as of May 7, 1997.
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FIRST NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONTENTS
Part I. Financial Information
Item 1. Financial Statements Page
a. Condensed Consolidated Balance Sheets 1
b. Condensed Consolidated Statements of Income 2
c. Condensed Consolidated Statements of Cash Flows 3
d. Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature Page 14
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
(Unaudited)
----------- ------------
<S> <C> <C>
ASSETS
Cash and due from banks $31,935 $35,785
Federal funds sold 14,201 73,241
Securities available-for-sale 11,549 11,404
Securities held-to-maturity (Fair value of
$242,822 and $203,500 at March 31,1997
and December 31,1996) 244,098 203,424
Loans:
Commercial 90,249 81,981
Agricultural 7,858 8,692
Real estate 237,665 234,604
Consumer 142,701 141,768
Other 2,455 2,394
--------- ---------
Total loans 480,928 469,439
Unearned discount (460) (653)
Allowance for loan losses (4,478) (4,414)
--------- ---------
Loans, net 475,990 464,372
Premises and equipment, net 18,737 17,880
Accrued interest and other assets 7,969 7,954
Intangibles,net 10,242 10,510
--------- ---------
TOTAL ASSETS $814,721 $824,570
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Demand, non-interest bearing $118,810 $116,147
NOW accounts 66,624 74,749
Money Market accounts 36,082 37,130
Savings 168,912 160,653
Time deposits, $100,000 and over 60,712 63,189
Other time deposits 231,924 238,645
--------- ---------
Total Deposits 683,064 690,513
--------- ---------
Short-term borrowings 46,295 49,236
Long-term debt 6,701 6,951
Accrued interest and other liabilities 6,665 6,479
--------- ---------
Total Liabilities 742,725 753,179
--------- ---------
STOCKHOLDERS' EQUITY
Preferred stock - -
Common stock 24,318 24,318
Retained earnings 47,708 47,081
Unrealized loss on securities available for sale, net (30) (8)
--------- ---------
Total Stockholders' Equity 71,996 71,391
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $814,721 $824,570
--------- ---------
--------- ---------
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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FIRST NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1996
------- ------
<S> <C> <C>
INTEREST INCOME:
Loans $10,134 $9,384
Securities:
Taxable 3,000 2,489
Tax-exempt 484 508
Federal funds sold 638 656
-----------------------------
Total interest income 14,256 13,037
-----------------------------
INTEREST EXPENSE:
Deposits 5,721 4,945
Short-term borrowings 588 727
Long-term debt 136 152
-----------------------------
Total interest expense 6,445 5,824
-----------------------------
Net interest income 7,811 7,213
Provision for loan losses 202 307
-----------------------------
Net interest income after provision for loan losses 7,609 6,906
-----------------------------
NONINTEREST INCOME:
Trust department income and farm management income 299 326
Service fees 1,012 886
Securities gains, net 1 127
Other income 102 101
-----------------------------
Total noninterest income 1,414 1,440
-----------------------------
NONINTEREST EXPENSES:
Salaries and employee benefits 3,003 2,703
Occupancy expense 736 683
Data processing expense 187 208
Other expenses 1,446 1,327
-----------------------------
Total noninterest expenses 5,372 4,921
-----------------------------
INCOME BEFORE INCOME TAXES 3,651 3,425
Income tax expense 1,200 1,144
-----------------------------
NET INCOME $2,451 $2,281
-----------------------------
-----------------------------
Earnings per common share $1.01 $0.94
-----------------------------
-----------------------------
Weighted average number of shares outstanding 2,431,804 2,431,804
-----------------------------
-----------------------------
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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FIRST NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1996
------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $2,451 $2,281
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 354 317
Provision for loan losses 202 307
Amortization of securities premiums, net of accretion 21 69
Net securities (gains) losses (1) (127)
Net losses on sale of other real estate 6 -
Amortization of intangibles 268 268
(Increase) decrease in accrued interest and other assets (28) 195
Increase in accrued interest and other liabilities 201 294
----------------------------
Net cash provided by operating activities 3,474 3,604
----------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of securities 21,238 25,677
Proceeds from sale of securities 0 1,656
Purchase of securities (62,114) (21,772)
Proceeds from sale of other real estate 7 -
Change in federal funds sold, net 59,040 (11,671)
Loans made to customers, net of principal collections (11,820) 196
Purchase of premises and equipment (1,211) (2,085)
----------------------------
Net cash provided by (used in) investing activities 5,140 (7,999)
----------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits (7,449) 20,735
Net increase (decrease) in short-term borrowings (2,941) (16,606)
Principal paid on long-term debt (250) (250)
Dividends paid (1,824) (1,824)
----------------------------
Net cash provided by (used in) financing activities (12,464) 2,055
----------------------------
Net increase (decrease) in cash and due from banks (3,850) (2,340)
CASH AND DUE FROM BANKS
Beginning 35,785 42,979
----------------------------
Ending $31,935 $40,639
----------------------------
----------------------------
SUPPLEMENTAL DISCLOSURES
Cash payments for:
Interest paid $7,058 $5,689
Income taxes - -
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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FIRST NATIONAL BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 1997
(Unaudited)
(Table amounts in thousands of dollars, except per share data)
NOTE 1 - BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of
First National Bancorp, Inc. (the "Company") and its subsidiaries, First
National Bank of Joliet, Southwest Suburban Bank, Bank of Lockport and Plano
Bancshares, Inc. All material intercompany items and transactions have been
eliminated in consolidation.
The accompanying unaudited interim condensed consolidated financial
statements have been prepared pursuant to the rules and regulations for
reporting on Form 10-Q. Accordingly, certain disclosures required by
generally accepted accounting principles are not included herein. These
interim statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's 1996 Annual
Report on Form 10-K filed with the Securities and Exchange Commission. The
December 31, 1996 balance sheet has been derived from the audited financial
statements included in the Company's 1996 Annual Report on Form 10-K filed
with the Securities and Exchange Commission, but does not include all
disclosures required by generally accepted accounting principles.
Interim statements are subject to possible adjustment in connection with
the annual audit of the Company for the year ending December 31, 1997. In the
opinion of management of the Company, the accompanying unaudited interim
condensed consolidated financial statements reflect all adjustments
(consisting of normal recurring adjustments) necessary for a fair
presentation of the consolidated financial position and consolidated results
of operations for the periods presented.
The results of operations for the three months ended March 31, 1997 and
1996 are not necessarily indicative of the results to be expected for the
full year.
Earnings per share of common stock is based on weighted average number of
shares outstanding during the period. Earnings per share for the period ended
March 31, 1997 has been presented to reflect the two-for-one stock split
approved March 13, 1997.
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NOTE 2 - SECURITIES
The amortized cost and fair value of securities available-for-sale at
March 31, 1997 and December 31, 1996 are as follows:
<TABLE>
<CAPTION>
Amortized Fair
Cost Value
March 31, 1997 ---- -----
--------------
<S> <C> <C>
U. S. Treasury $10,799 $10,754
U. S. government agencies 500 495
Other 300 300
--------- --------
$11,599 $11,549
--------- --------
--------- --------
Amortized Fair
Cost Value
December 31, 1996 ---- -----
-----------------
U. S. Treasury $9,317 $9,308
U. S. government agencies 1,800 1,796
Other 300 300
--------- --------
$11,417 $11,404
--------- --------
--------- --------
The amortized cost and fair value of securities held-to-maturity at
March 31, 1997 and December 31, 1996 are as follows:
Amortized Fair
Cost Value
---- -----
March 31, 1997
--------------
U. S. Treasury $36,812 $36,611
U. S. government agencies 172,369 170,452
States and political subdivisions 34,917 35,759
--------- --------
Other $244,098 $242,822
--------- --------
--------- --------
Amortized Fair
Cost Value
---- -----
December 31, 1996
-----------------
U. S. Treasury $40,194 $40,132
U. S. government agencies 127,472 126,637
States and political subdivisions 35,758 36,731
--------- --------
$203,424 $203,500
--------- --------
--------- --------
</TABLE>
Securities with a carrying value of $140,000,000 and $133,000,000 at March
31, 1997 and December 31, 1996, respectively, were pledged to secure public
deposits, securities sold under agreements to repurchase, and for other
purposes required or permitted by law.
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NOTE 3 - LOANS
The subsidiary banks make loans to both individuals and commercial
entities in a wide variety of industries. Loan terms vary as to interest
rate, repayment period, and collateral requirements based on the type of loan
requested and the credit worthiness of the prospective borrower. Credit risk
tends to be geographically concentrated in that the majority of the loan
customers are located in the markets served by the subsidiary banks.
The components of real estate loans at March 31, 1997 and December 31,
1996 are as follows:
March 31, December 31,
1997 1996
---- ----
Commercial $81,028 $76,354
Residential 138,997 138,443
Construction 17,640 19,807
--------- ---------
$237,665 $234,604
--------- ---------
--------- ---------
Impaired loans amounted to $745,000 at March 31, 1997 and $580,000 at
December 31, 1996.
Changes in the allowance for loan losses were as follows:
1997 1996
------ ------
Balance, beginning of year $4,414 $3,931
Provision charged to operations 202 307
Loans charged-off (169) (111)
Recoveries 31 58
------- -------
Balance, March 31, 1997 and 1996 $4,478 $4,185
------- -------
------- -------
The Banks are parties to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of their
customers. These financial instruments include commitments to extend credit
and standby letters of credit, which to varying degrees, involve elements of
credit risk in excess of the amount recognized in the balance sheet.
The Banks' exposure to credit loss in the event of nonperformance by the
customer on commitments to extend credit and standby letters of credit is
represented by the contractual amount of those
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instruments. The Banks use the same credit policies in making commitments and
conditional obligations as for on-balance-sheet instruments.
A summary of the contract amounts of the Banks' exposure to
off-balance-sheet risk is as follows:
March 31, December 31,
1997 1996
---- ----
Loan commitments $72,745 $96,059
Standby letters of credit 19,760 19,417
NOTE 4 - STOCKHOLDERS' EQUITY
At the Company's March 31, 1997, annual shareholders' meeting,
shareholders approved an increase in the number of authorized shares from
2,750,000 to 5,500,000 and the Board declared a two-for-one stock split
effected in the form of a 100% stock dividend.
Common stock consisted of the following at March 31, 1997 and December 31,
1996:
1997 1996
---- ----
Par value per share $10 $10
Shares authorized 5,500,000 2,750,000
Shares issued and outstanding 2,431,804 1,215,902
Changes in stockholders' equity for the three months ended March 31, 1997
and 1996 are summarized as follows:
1997 1996
---- ----
Balance at beginning of period $71,391 $66,425
Net income for the period 2,451 2,281
Cash dividends declared (1,824) (1,824)
Net change in unrealized
loss on securities available-for-sale,
net of deferred tax (22) 53
------- -------
$71,996 $66,935
------- -------
------- -------
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FIRST NATIONAL BANCORP, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management's discussion and analysis focuses on the
consolidated financial position of First National Bancorp, Inc. (the
"Company") as of March 31, 1997, as compared to the position of the Company
at December 31, 1996, as well as the results of operations for the three
months ended March 31, 1997 and 1996. This discussion is intended to be read
in conjunction with the interim condensed consolidated financial statements
and notes thereto.
HIGHLIGHTS
For the three months ended March 31, 1997, the Company earned $2,451,000
or $1.01 per share as compared to $2,281,000 or $.94 per share for the same
period in 1996 (earnings per share data for each period reflects the
two-for-one stock split approved at the March 13, 1997 Annual Shareholders'
Meeting). On a percentage basis, net income for the first quarter of 1997
increased by 7.45% over that of the first quarter of 1996. The Company's
return on average assets for the three months ended March 31, 1997 was 1.22%
versus 1.23% for the same period in 1996. Return on average equity was 13.95%
for the first quarter of 1997 compared to 13.85% for the first quarter of
1996.
Total assets decreased $9,849,000 or 1.2% to $814,721,000 as of March 31,
1997, compared to December 31, 1996. During the first three months of 1997,
net loans grew $11,618,000, up 2.5% from December 31, 1996. Deposits
decreased $7,449,000 during the first three months of 1997, down 1.08% from
December 31, 1996. Stockholders' Equity increased $605,000, up .8% from
December 31, 1996.
RESULTS OF OPERATIONS
NET INTEREST INCOME
Net interest income, the difference between total interest earned on
earning assets and total interest expense on interest bearing liabilities, is
the Company's principal source of income. Net interest income is influenced
by changes in the volume and yield on earning assets as well as changes in
the volume and rates paid on interest bearing liabilities. The Company
attempts to favorably impact net interest income through investment decisions
on interest earning assets and monitoring interest rates its banking
subsidiaries offer, particularly rates for time deposits and short-term
borrowings.
On a tax equivalent basis (35% income tax rate), the Company's net
interest income expressed as a percentage of average interest earning assets
was 4.36% for the three months ended March 31, 1997,
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as compared to 4.46% for the same period in 1996. The decrease in 1997 is due
primarily to a drop in the yield on earning assets to 7.69% in 1997 from
7.76% in 1996 as the yield on interest bearing liabilities remained
relatively stable. The drop in the yield on interest earning assets was
caused by the combined volume of securities and federal funds sold continuing
to be a large proportion of average earning assets during 1997.
NONINTEREST INCOME
Noninterest income consists primarily of service charges on customer
deposit accounts and fees earned on trust department services. Total
noninterest income was $1,414,000 for the first quarter of 1997, a decrease
of $26,000, or 1.8%, from the first quarter of 1996. The ratio of noninterest
income to income before taxes was 38.7% and 42.0% for the first quarter 1997
and 1996 respectively.
The noninterest income decrease of $26,000 is primarily attributable to
decreases in trust department income of $27,000 and net securities gains
decreases of $126,000, offset by increases in service fees on deposit
accounts of $74,000 as a result of increases in the number of demand deposit
accounts, and an increase of $52,000 in other service fees, primarily ATM
surcharge fees of $41,000.
NONINTEREST EXPENSE
Noninterest expense increased $451,000, or 9.2%, to $5,372,000 in the
first quarter of 1997 as compared to $4,921,000 in the same period in 1996.
Salaries and employee benefits represent the largest category of
noninterest expense, accounting for 55.9% of the first quarter 1997 total
versus 54.9% in the same period in 1996. Salaries and employee benefits
increased $300,000, or 11.1%, in the first quarter 1997 over the same period
in 1996. The 1997 increase is primarily due to a 4.5% increase in the
full-time equivalent number of employees at the Company. General pay
increases also contributed to the increased payroll expense for 1997.
Noninterest expenses other than salaries and benefits increased $151,000,
or 6.8%, for the first quarter of 1997 over the comparable period in 1996.
Increases in occupancy, $53,000, supplies, $15,000, and postage, $12,000 over
last year are generally reflective of the Company's overall growth and
establishment of new facility locations. During 1997, the Federal Deposit
Insurance Corporation (FDIC) increased deposit insurance rates which has
resulted in an expense increase of $15,000 over last year.
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All subsidiary banks continue to be categorized as "well capitalized" and,
therefore, are being assessed at the lowest deposit insurance premium rate.
An increase of $47,000 in ATM fees relates to increased transaction volumes
as well as additional units put into service.
FINANCIAL CONDITION
EARNING ASSETS
At March 31, 1997, earning assets were $750,316,000, a decrease of
$6,539,000 or .9% from $756,855,000 at December 31, 1996. Average earning
assets for the first quarter of 1997 were $751,498,000, an increase of
$75,619,000, or 11.2% from the same period in 1996. The increase is primarily
due to increases in the average loan portfolio. The loan increase of
$43,000,000 is split fairly even between real estate, commercial, and
consumer loans.
INTEREST-BEARING LIABILITIES
At March 31, 1997, interest-bearing liabilities were $617,250,000, a
decrease of $13,303,000, or 2.1%, from $630,553,000 at December 31, 1996. The
decrease is primarily due to a 3.0% decrease in time deposits, a 6.0%
decrease in short-term borrowings, and a decrease of 10.9% in NOW accounts.
The decrease in NOW accounts is a result of seasonal public funds balance
fluctuations. The decreases mentioned were partially offset by a 5.1%
increase in savings deposits.
Average interest-bearing liabilities for the first quarter of 1997 were
$624,049,000, an increase of $57,328,000, or 10.1% from the same period in
1996. The increase is primarily due to a 13.5% increase in interest-bearing
deposits.
NONPERFORMING LOANS
Nonperforming loans are comprised of those loans on which interest income
is not being accrued and other loans which are contractually in arrears as to
principal or interest for ninety days or more.
As of March 31, 1997, the Company's nonperforming loans were $3,249,000
compared to $1,857,000 at December 31, 1996. The increase is attributable to
an increase of $1,200,000 in nonperforming real estate loans. The Company's
ratio of nonperforming loans to total loans was .67% at March 31, 1997,
compared to .40% at December 31, 1996.
ALLOWANCE FOR LOAN LOSSES
The allowance is an amount that management believes will be adequate to
absorb possible losses on existing loans that may become uncollectible, based
on evaluations of the collectibility of loans and prior loan loss experience.
This evaluation also takes into consideration such factors as changes in
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the nature and volume of the loan portfolio quality, review of specific
problem loans and current economic conditions that may affect the borrower's
ability to pay.
The allowance for loan losses increased $64,000 for the three month period
ended March 31, 1997 to $4,478,000, which represented .91% of loans, net of
unearned income. At December 31, 1996, the allowance for loan losses
represented .94% of such loan balances.
CAPITAL RESOURCES
Stockholders' equity was $71,996,000 at March 31, 1997, an increase of
$605,000, or .8% over December 31, 1996. At March 31, 1997, stockholders'
equity represented 8.84% of total assets compared to 8.66% at December 31,
1996.
Under rules adopted by federal bank regulatory agencies, bank holding
companies and financial institutions are subject to "risk based" capital
measurements. These regulations establish minimum levels for risk-based Tier
I Capital and Total Capital ratios and the leverage ratio. The parent company
(on a consolidated basis) and its subsidiary banks currently are considered
"well capitalized" and exceed the capital requirements established by federal
bank regulatory agencies.
The Company's consolidated actual capital ratios at March 31, 1997 and
December 31, 1996 are summarized below:
March 31, December 31,
1997 1996
---- ----
Total Capital to risk-weighted assets 13.00% 13.07%
Tier I Capital to risk-weighted assets 12.13% 12.20%
Tier I Capital to average assets 7.81% 7.66%
RECENT REGULATORY DEVELOPMENTS
Various bills have been introduced in the Congress that would allow bank
holding companies to engage in a wider range of nonbanking activities,
including greater authority to engage in securities and insurance activities.
While the scope of permissible nonbanking activities and the conditions under
which the new powers could be exercised varies among the bills, the expanded
powers generally would be available to a bank holding company only if the
bank holding company and its bank subsidiaries remain well-capitalized and
well-managed. The bills also impose various restrictions on transactions
between the depository institution subsidiaries of bank holding companies and
their nonbank affiliates. These
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restrictions are intended to protect the depository institutions from the
risks of the new nonbanking activities permitted to such affiliates.
Additionally, legislation has been introduced in Illinois that would
generally allow banks to engage in insurance activities, subject to various
conditions, including restrictions on the manner in which insurance products
are marketed to bank customers and requirements that banks selling insurance
provide certain disclosures to customers. The Illinois legislature is also
considering legislation that would prohibit out-of-state banks from acquiring
a bank located in Illinois unless the Illinois-based bank has been in
existence and continuously operated for a period of at least five years.
At this time, the Company is unable to predict whether any of the pending
bills will be enacted and, therefore, is unable to predict the impact such
legislation may have on the operations of the Company and the Banks.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
This report contains certain forward looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, and is including this statement for purposes of these safe harbor
provisions. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies and expectations of the
Company, are generally identifiable by use of the words "believe," "expect,"
"intend," "anticipate," "estimate," "project" or similar expressions. The
Company's ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Factors which could have a material
adverse affect on the operations and future prospects of the Company and the
subsidiaries include, but are not limited to, changes in: interest rates,
general economic conditions, legislative/regulatory changes, monetary and
fiscal policies of the U.S. Government, including policies of the U.S.
Treasury and the Federal Reserve Board, the quality or composition of the
loan or investment portfolios, demand for loan products, deposit flows,
competition, demand for financial services in the Company's market area and
accounting principles, policies and guidelines. These risks and uncertainties
should be considered in evaluating forward-looking statements and undue
reliance should not be placed on such statements.
Further information concerning the Company and its business, including
additional factors that could materially affect the Company's financial
results, is included in the Company's filings with the Securities and
Exchange Commission.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings.
ITEM 2. CHANGES IN SECURITIES
On March 31, 1997, the Company filed a Form 8-A with respect to rights
issuable pursuant to a Rights Agreement between the Company and Harris Trust
and Savings Bank, as Rights Agent, dated November 14, 1996.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 13, 1997, the annual meeting of stockholders was held. At the
meeting, Sheldon C. Bell, George H. Buck, Albert G. D'Ottavio, Watson A.
Healy, Paul A. Lambrecht, Harvey J. Lewis, Walter F. Nolan, Charles R. Peyla,
Louis R. Peyla, Kevin T. Reardon and Howard E. Reeves were elected to serve
as directors with terms expiring in 1998. The stockholders also approved an
amendment to the Company's Articles of Incorporation increasing the number
of authorized shares of Common Stock. Following the approval of the
amendment to the Articles of Incorporation, the Company declared a
two-for-one stock split.
There were 1,215,902 issued and outstanding shares of Common Stock entitled
to vote at the annual meeting. The voting on each item presented at the
annual meeting was as follows:
For Withheld Abstain Total
--- -------- ------- -----
Election of Directors 1,116,014 0 99,888 1,215,902
Amendment to Articles of Incorporation 1,112,113 3,901 99,888 1,215,902
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Rights Agreement between the Company and Harris Trust and Savings
Bank, as Rights Agent, dated November 14, 1996 (Incorporated by reference
from the Company's Form 8-A Registration Statement filed with the Commission
on March 31, 1997.)
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
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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 thereunto duly authorized.
FIRST NATIONAL BANCORP, INC.
(REGISTRANT)
DATE: MAY 12, 1997
/s/ Kevin T. Reardon /s/ Albert G. D'Ottavio
- --------------------- -------------------------
Kevin T. Reardon Albert G. D'Ottavio
Chairman of the Board President
Chief Executive Officer Principal Accounting Officer
& Chief Financial Officer
<TABLE> <S> <C>
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<ARTICLE> 9
<MULTIPLIER> 1,000
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0
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