<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
First National Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<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 12, 1998, 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 twelve (12) 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 06, 1998, 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 19, 1998
By Order of the Board of Directors
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>
[LETTERHEAD]
February 19, 1998
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 12, 1998, 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:jrc
<PAGE>
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 12, 1998, 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 19, 1998.
The enclosed proxy is solicited on behalf of the Board of Directors of the
Company. 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 named in the enclosed form of
proxy and acting thereunder will have the discretion to vote on such matters in
accordance with their best judgment.
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 2,431,804 shares of $10.00 par value common stock, except that 8,286
shares, or .34%, 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 06, 1998, 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 be considered as present for purposes
of a quorum but will not be 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 twelve (12) 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 1997 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. Also enclosed is a supplement to the 1997 Annual Report
containing management's report on the performance of the Company in 1997, as
well as certain additional financial information.
<PAGE>
ELECTION OF DIRECTORS
The twelve (12) 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 1999. 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 will be voted for election of other
persons selected by the Board of Directors. Certain information with respect to
the nominees is set forth below.
NOMINEES FOR DIRECTOR
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR THE DIRECTOR OF COMPANY OR
NAME AND AGE PAST FIVE YEARS(1) SUBSIDIARY SINCE
- ------------ ------------------- ----------------
<S> <C> <C>
Sheldon C. Bell President, Bell Realty, Inc. 1973
(Age 63) (Real Estate)
George H. Buck President, Werden Buck Company 1980
(Age 49) (Face Brick-Masonry Materials)
Albert G. D'Ottavio President, Secretary/Treasurer, and COO, First National Bancorp, 1980
(Age 54) Inc.; President and COO, First National Bank of Joliet
Watson A. Healy Architect 1976
(Age 73)
Paul A. Lambrecht Retired Chairman, Brown & Lambrecht Construction, Inc. 1976
(Age 74) (Earthmoving)
Harvey J. Lewis Farmer 1973
(Age 73)
Walter F. Nolan Member, Clifton Gunderson & Co., L.L.C. 1991
(Age 57) (Certified Public Accountant)
Charles R. Peyla(2) President, Illinois Securities Company 1973
(Age 65) (Insurance)
Louis R. Peyla (2) Chairman of the Board, Illinois Securities Company 1983
(Age 67) (Insurance)
Kevin T. Reardon(3) Chairman of the Board and CEO, First National Bancorp, Inc. 1973
(Age 62) and First National Bank of Joliet
Michael C. Reardon(3) Senior Vice President, First National Bank of Joliet 1994
(Age 39)
Howard E. Reeves President, HOW Enterprises, Inc. 1980
(Age 64) (Land Development)
</TABLE>
(1) All of the above named directors have been engaged in the principal
occupation specified for more than five years.
(2) Charles R. Peyla and Louis R. Peyla are brothers.
(3) Kevin T. Reardon is the father of Michael C. Reardon.
2
<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, 1997 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.
<TABLE>
<CAPTION>
NAME OF INDIVIDUALS OR AMOUNT AND NATURE OF PERCENT OF
NUMBER OF INDIVIDUALS IN GROUP BENEFICIAL OWNERSHIP(1) CLASS
------------------------------ ----------------------- -----
<S> <C> <C>
DIRECTORS
Sheldon C. Bell 21,504 .88%
George H. Buck 15,796 .65%
Albert G. D'Ottavio 16,076 .66%
Watson A. Healy 10,494 .43%
Paul A. Lambrecht 40,946 1.68%
Harvey J. Lewis 8,700 .36%
Walter F. Nolan 38,090 1.57%
Charles R. Peyla 48,848 2.01%
Louis R. Peyla 42,514 1.75%
Michael C. Reardon 3,587 .15%
Kevin T. Reardon 57,052 2.35%
Howard E. Reeves 37,314 1.53%
All directors and executive officers 357,141 14.69%
of the Company and the Bank as a
group (15 persons)
</TABLE>
(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
3,120 shares, trust 17,172 shares; George H. Buck--custodian 84 shares;
Watson A. Healy--trust 9,448 shares; Paul A. Lambrecht--jointly with spouse
13,716 shares, trust 26,184 shares; Harvey J. Lewis--trustee 6,150 shares,
spouse trustee 2,130 shares; Walter F. Nolan--jointly with spouse 15,330
shares; Charles R. Peyla--agent for the Illinois Securities Company 11,022
shares, co-trustee 35,248 shares, spouse 84 shares; Louis R.
Peyla--co-trustee 36,112 shares; Kevin T. Reardon--trust 28,690 shares,
spouse trust 20,162 shares, trustee 8,100 shares; Michael C.
Reardon--jointly with spouse 2,671 shares; Howard E. Reeves--spouse 7,870
shares, trust 11,964 shares, trustee for company profit sharing trust
16,800 shares. The following executive officers named in the Summary
Compensation Table are John J. Keigher--total of 6,474 shares, all held
jointly with spouse; Jack A. Podlesny--total of 2,504 shares, of which
1,296 shares are held jointly with spouse, 336 shares held jointly with
other relatives; James T. Limacher--total of 7,242 shares, of which 198 are
held as trustee.
3
<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 1997. 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 1998. In 1997, FNBJ,
SWSB, BOL and CBP paid approximately $406,900 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 1997 fiscal year, the Company
is not aware that any of its directors and executive officers or 10%
shareholders failed to comply with the filing requirements of Section 16(a)
during the period commencing January 1, 1997 through December 31, 1997.
BOARD OF DIRECTORS AND COMMITTEES OF THE COMPANY
The Board of Directors of the Company had twelve (12) meetings in 1997. 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. Mr. Kevin T. Reardon
and Mr. Albert G. D'Ottavio also serve as directors of the Company's other
subsidiaries without additional compensation. Mr. Michael C. Reardon also
serves as director of BOL without additional compensation.
The Company's Board of Directors did not have any committees in 1997. 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 $2,000 per meeting of the FNB Board
and $200 for each committee meeting attended.
4
<PAGE>
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 reviews and acts upon the
recommendations of the Compensation Committee.
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 1997 from $246,000 to $260,000. 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 1997 from $198,000 to $210,000.
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 in 1997 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 his bonus for 1997 in the amount of
$200,000. With respect to Mr. Albert G. D'Ottavio, Chief Operating Officer, the
Compensation Committee of FNB recommended and its Board of Directors approved
his bonus for 1997 in the amount of $125,000.
Neither Mr. Reardon nor Mr. D'Ottavio participated in discussions of the
Compensation Committee regarding either of their 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.
5
<PAGE>
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.
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 $100,000 for the 1997
fiscal year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
LONG TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------ -------
---------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Annual Restricted Underlying LTIP All Other
Name and Principal Compen- Stock Options/ Payouts Compen-
Position Year Salary($) Bonus($) sation($) Award(s) SARs(#) ($) sation($)(1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kevin T. Reardon 1997 260,000 200,000 -0- -0- -0- -0- 4,750.00
Chairman of the Board, CEO 1996 246,000 180,000 -0- -0- -0- -0- 4,500.00
and Director of First National 1995 230,000 180,000 -0- -0- -0- -0- 4,594.00
Bank of Joliet
Albert G. D'Ottavio 1997 210,000 125,000 -0- -0- -0- -0- 4,709.00
President, COO and Director of 1996 198,000 112,000 -0- -0- -0- -0- 4,626.00
First National Bank of Joliet 1995 185,000 112,000 -0- -0- -0- -0- 4,509.00
John J. Keigher 1997 113,000 30,000 -0- -0- -0- -0- 3,675.00
Senior Vice President of 1996 108,000 30,000 -0- -0- -0- -0- 3,528.00
First National Bank of Joliet 1995 100,000 20,000 -0- -0- -0- -0- 3,565.00
Jack A. Podlesny 1997 112,000 30,000 -0- -0- -0- -0- 3,583.00
Senior Vice President and 1996 108,000 10,000 -0- -0- -0- -0- 3,500.00
Cashier of First National Bank 1995 100,000 20,000 -0- -0- -0- -0- 3,565.00
of Joliet
James T. Limacher 1997 100,000 30,000 -0- -0- -0- -0- 2,853.00
Senior Vice President of First 1996 94,000 30,000 -0- -0- -0- -0- 3,239.00
National Bank of Joliet 1995 89,000 15,000 -0- -0- -0- -0- 3,120.00
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents Company contribution to 401K Plan.
6
<PAGE>
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, 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 attaining 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.
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:
<TABLE>
<CAPTION>
<S> <C>
YEARS OF SERVICE VESTED %
---------------- --------
1 0%
2 0%
3 20%
4 40%
5 60%
6 80%
7 100%
</TABLE>
7
<PAGE>
PENSION PLAN TABLE
The following Pension Plan Table shows the estimated annual benefits
payable upon retirement in 1997 for participants in the Plan at the specified
compensation and years of service levels:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
YEARS OF SERVICE
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------
COMPENSATION 15 20 25 30 35
---------------------------------------------------------------------------
20,000 3,750 5,000 6,250 7,500 8,000
---------------------------------------------------------------------------
40,000 8,503 11,337 14,171 17,006 18,006
---------------------------------------------------------------------------
60,000 14,128 18,837 23,546 28,256 29,756
---------------------------------------------------------------------------
80,000 19,753 26,337 32,921 39,506 41,506
---------------------------------------------------------------------------
100,000 25,378 33,837 42,296 50,756 53,256
---------------------------------------------------------------------------
120,000 31,003 41,337 51,671 62,006 65,006
---------------------------------------------------------------------------
140,000 36,628 48,837 61,046 73,256 76,756
---------------------------------------------------------------------------
150,000 39,440 52,587 65,734 78,881 82,631
---------------------------------------------------------------------------
</TABLE>
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 prior to 1997
and compensation greater than $160,000 in 1997 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:
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
NAME OF INDIVIDUAL TOWARDS PLAN
------------------ ------------
<S> <C>
Kevin T. Reardon 36
Albert G. D'Ottavio 33
John J. Keigher 36
Jack A. Podlesny 24
James T. Limacher 26
</TABLE>
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.
8
<PAGE>
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The following chart illustrates the cumulative total return over the five
year period from January 1, 1993 through December 31, 1997 based on a $100
investment made as of December 31, 1992. For purposes of the $100 invested in
company common stock, it is assumed the dividends received during the five 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 five year
measurement period using an equal $100 investment made as of December 31, 1992
are presented to provide general comparisons to both a broad equity market index
and a specific industry (banking) index.
[GRAPH]
<TABLE>
<CAPTION>
----------------------------------------------------------------------
----------------------------------------------------------------------
CUMULATIVE TOTAL RETURN (MEASURED AS OF 12/31)*
----------------------------------------------------------------------
1992 1993 1994 1995 1996 1997
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
First National Bancorp $100 $118 $139 $173 $209 $289
----------------------------------------------------------------------
NASDAQ Bank Index $100 $129 $131 $189 $238 $389
----------------------------------------------------------------------
NASDAQ Composite $100 $114 $110 $154 $189 $230
----------------------------------------------------------------------
</TABLE>
* Total return assumes reinvestment of dividends
9
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has appointed Crowe Chizek and
Company LLP, independent auditors ("Crowe Chizek"), to be the Company's auditors
for the fiscal year ending December 31, 1998, and recommends that the
Shareholders ratify the appointment. In 1996, Crowe Chizek replaced McGladrey &
Pullen, which had been the Company's auditors since 1986. The decision to
engage new auditors, beginning with the audit for the fiscal year ending
December 31, 1996, was recommended by the Company's management and approved by
the Company's Board of Directors following the closing by McGladrey & Pullen of
its Joliet, Illinois office and the receipt by the Company of various other
proposals for auditing services. The reports of McGladrey & Pullen on the
Company's consolidated financial statements for the years ended December 31,
1994 and December 31, 1995 did not contain any adverse opinion or a disclaimer
of opinion, and the report was not qualified or modified as to uncertainty,
audit scope or accounting principles.
In connection with the audits of the Company's financial statements for
each of the two fiscal years ended December 31, 1994 and December 31, 1995, and
in the subsequent interim period, there were no unresolved issues, scope
restrictions, unanswered questions or disagreements with McGladrey & Pullen on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of McGladrey & Pullen, would have caused McGladrey & Pullen to make
reference to the matter in their report, and McGladrey & Pullen did not advise
the Company that any of the events described in Item 304 (a)(1)(v) of Regulation
S-K had occurred.
During the Company's fiscal years ended December 31, 1994 and December 31,
1995 and the subsequent period prior to engaging Crowe Chizek, the Company (or
anyone on the Company's behalf) did not consult Crowe Chizek regarding (i)
either the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the Company's financial statements; and as such no written report
was provided to the Company and no oral advice was provided that the new
accountant concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial reporting issue,
or (ii) any matter that was either the subject of disagreement or a reportable
event.
A representative of Crowe Chizek is expected to attend the annual meeting
and will be available to respond to appropriate questions and to make a
statement if he or she so desires. If the appointment of the new auditors is
not ratified, the matter of the appointment of auditors will be considered by
the Board of Directors.
SHAREHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING OF SHAREHOLDERS
Any proposals of Shareholders intended to be presented at the 1999 Annual
Meeting of Shareholders must be received by the Chairman of the Company at its
principal executive offices at 78 North Chicago Street, Joliet, Illinois 60432
on or before October 21, 1998, 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
Kevin T. Reardon
Chairman of the Board
and Chief Executive Officer
Joliet, Illinois
February 19, 1998
A COPY OF THE 1997 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.
10
<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 06, 1998, 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 12, 1998 at 3:00
p.m., or any adjournment or postponement 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 twelve (12) persons listed below and in the Company's
Proxy Statement dated February 19, 1998, as directors of the Company:
FOR ( ) WITHHOLD ( )
Sheldon C. Bell Paul A. Lambrecht Louis R. Peyla
George H. Buck Harvey J. Lewis Michael C. Reardon
Albert G. D'Ottavio Walter F. Nolan Kevin T. Reardon
Watson A. Healy Charles R. Peyla Howard E. Reeves
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.
(over)
<PAGE>
2. Such other business as may be properly brought before the meeting or any
adjournments or postponements 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 (Signature of Shareholder
or Shareholders) 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: ________________________, 1998
