<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>
[FIRST NATIONAL BANCORP LETTERHEAD]
February 9, 1999
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 11, 1999, 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 election of directors, there will be a report on the progress
of First National Bancorp, Inc. and its subsidiary, First National Bank of
Joliet.
For the first time in over 20 years, not included in the director nominees is
Paul Lambrecht. Paul has reached the mandatory director retirement age. Since
joining our board of directors in 1976, First National Bancorp, Inc. and First
National Bank of Joliet have greatly benefited from Paul's wisdom, support, and
counsel. It is with the highest level of appreciation that we recognize and
thank Paul for his many contributions and years of loyal service as a director.
We are very pleased that Paul has agreed to continue as director emeritus.
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
<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 11, 1999, 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 5, 1999, 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 9, 1999
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>
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 11, 1999, 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 Tuesday, February 9, 1999.
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 2,420,436 shares of $10.00 par value common stock, except that 7,246
shares, or .30%, 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 5, 1999, 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 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 1998 Annual Report of the Company and its wholly owned
subsidiary, the First National Bank of Joliet ("FNBJ") is enclosed and
accompanies this Proxy Statement. Also enclosed is a supplement to the 1998
Annual Report containing management's report on the performance of the Company
in 1998, as well as certain additional financial information.
<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 2000. 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 64) (Real Estate)
George H. Buck President, Werden Buck Company 1980
(Age 50) (Face Brick-Masonry Materials)
Albert G. D'Ottavio President, Secretary/Treasurer, and COO, First National 1980
(Age 55) Bancorp, Inc.; President and COO, First National Bank of
Joliet
Watson A. Healy Architect 1976
(Age 74)
Harvey J. Lewis Farmer 1973
(Age 74)
Walter F. Nolan Member, Clifton Gunderson & Co., L.L.C. 1991
(Age 58) (Certified Public Accountant)
Charles R. Peyla(2) President, Illinois Securities Company 1973
(Age 66) (Insurance)
Louis R. Peyla (2) Chairman of the Board, Illinois Securities Company 1983
(Age 68) (Insurance)
Kevin T. Reardon(3) Chairman of the Board and CEO, First National Bancorp, Inc. 1973
(Age 63) and First National Bank of Joliet
Michael C. Reardon(3) Senior Vice President, First National Bank of Joliet 1994
(Age 40)
Howard E. Reeves President, HOW Enterprises, Inc. 1980
(Age 65) (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, 1998 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 21,604 .89%
George H. Buck 15,796 .65%
Albert G. D'Ottavio 16,711 .69%
Watson A. Healy 10,494 .43%
Harvey J. Lewis 8,700 .36%
Walter F. Nolan 38,090 1.57%
Charles R. Peyla 48,848 2.02%
Louis R. Peyla 42,514 1.76%
Michael C. Reardon 5,791 .24%
Kevin T. Reardon 45,967 1.90%
Howard E. Reeves 38,014 1.57%
All directors and executive officers 309,096 12.77%
of the Company and the Bank as a
group (14 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
3,220 shares, trust 17,172 shares; George H. Buck--custodian 84 shares;
Albert G. D'Ottavio--trust 500 shares, vested interest in First National
Bancorp Profit Sharing & Retirement Plan 135 shares; Watson A. Healy--trust
9,448 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 15,242 shares, trustee
1,800 shares, vested interest in First National Bancorp Profit Sharing &
Retirement Plan 135 shares; Michael C. Reardon--jointly with spouse 4,671
shares, vested interest in First National Bancorp Profit Sharing &
Retirement Plan 104 shares; Howard E. Reeves--spouse 8,570 shares, trust
28,764 shares. The following executive officers named in the Summary
Compensation Table are John J. Keigher--total of 6,599 shares, of which
6,474 are held jointly with spouse, and 125 shares are vested interest in
First National Bancorp Profit Sharing & Retirement Plan; Jack A.
Podlesny--total of 2,392 shares, of which 1,296 shares are held jointly
with spouse, and 124 shares are vested interest in First National Bancorp
Profit Sharing & Retirement Plan; James T. Limacher--total of 7,576 shares,
of which 198 shares are held as trustee, 220 shares in trust, and
114 shares are vested interest in First National Bancorp Profit Sharing &
Retirement Plan.
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 1998. 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. The Company and its subsidiaries have purchased
insurance policies through the Illinois Securities Company for a number of years
and will continue to do so in 1999. In 1998, FNBJ paid approximately $447,900
in insurance premiums and commissions 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 1998 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, 1998 through December 31, 1998.
BOARD OF DIRECTORS AND COMMITTEES OF THE COMPANY
The Board of Directors of the Company had twelve (12) meetings in 1998. 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 FNBJ and only receive compensation as directors of FNBJ.
The Company's Board of Directors did not have any committees in 1998. 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 FNBJ received a fee of $2,500 per meeting of the FNBJ
Board. For 1998, those Directors that are not officers of FNBJ also received
$300 for each committee meeting attended and an annual fee of $2,500.
4
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Officers of the Company are not compensated separately from their
respective positions at FNBJ. The Compensation Committee of FNBJ is responsible
for recommending salaries to the Board of Directors of FNBJ and establishing
compensation plans and policies for the executive officers and members of
management of FNBJ. The Board of Directors of FNBJ 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 FNBJ 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 FNBJ. With respect to Mr. Kevin
T. Reardon, the Compensation Committee of FNBJ recommended and the Board of
Directors of FNBJ approved an increase in his base cash compensation for 1998
from $260,000 to $275,000. With respect to Mr. Albert G. D'Ottavio, the
Compensation Committee of FNBJ recommended and the Board of Directors of FNBJ
approved an increase in his base cash compensation for 1998 from $210,000 to
$225,000.
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 1998 and the continued success
of FNBJ, 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 FNBJ. 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 FNBJ recommended and its Board of
Directors approved his bonus for 1998 in the amount of $225,000. With respect
to Mr. Albert G. D'Ottavio, Chief Operating Officer, the Compensation Committee
of FNBJ recommended and its Board of Directors approved his bonus for 1998 in
the amount of $140,000.
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 FNBJ. 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 FNBJ. 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 $100,000 for the 1998
fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------- ----------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------- --------------------------- ----------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Annual Restricted Underlying LTIP All Other
Name And Principal Compen- Stock Options/ Payouts Compen-
Position Year Salary($) Bonus($) sation($) Award(s) SARs (#) ($) sation($)*
- --------------------------------- -------- ----------- ---------- ---------- ------------- -------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kevin T. Reardon 1998 275,000 225,000 -0- -0- -0- -0- 14,020.00
Chairman of the Board, CEO and 1997 260,000 200,000 -0- -0- -0- -0- 4,750.00
Director of First National 1996 246,000 180,000 -0- -0- -0- -0- 4,500.00
Bank of Joliet
Albert G. D'Ottavio 1998 225,000 140,000 -0- -0- -0- -0- 14,032.00
President, COO and Director of 1997 210,000 125,000 -0- -0- -0- -0- 4,709.00
First National Bank of Joliet 1996 198,000 112,000 -0- -0- -0- -0- 4,626.00
John J. Keigher 1998 119,000 30,000 -0- -0- -0- -0- 12,370.00
Senior Vice President of 1997 113,000 30,000 -0- -0- -0- -0- 3,675.00
First National Bank of Joliet 1996 108,000 30,000 -0- -0- -0- -0- 3,528.00
Jack A. Podlesny 1998 118,000 30,000 -0- -0- -0- -0- 12,399.00
Senior Vice President and Cashier 1997 112,000 40,000 -0- -0- -0- -0- 3,583.00
of First National Bank of Joliet 1996 108,000 10,000 -0- -0- -0- -0- 3,500.00
James T. Limacher 1998 106,000 30,000 -0- -0- -0- -0- 10,797.00
Senior Vice President of First 1997 100,000 30,000 -0- -0- -0- -0- 2,853.00
National Bank of Joliet 1996 94,000 30,000 -0- -0- -0- -0- 3,239.00
================================= ======== =========== ========== =========== ============ ============ ============ ============
</TABLE>
(*) In 1998, the Company established the Profit Sharing Retirement Plan (a
defined contribution plan) to replace the Company's Pension Plan (a defined
benefit plan) that was discontinued. For 1998, the amounts shown above
include the Company's contribution to the Profit Sharing Retirement Plan
and to the 401K Plan. For 1997 and 1996, the amounts shown above include
only the 401K Plan contribution since Pension Plan benefits were reportable
in a separate schedule in the 1997 and 1996 proxy statements.
6
<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 following chart illustrates the cumulative total return over the five
year period from January 1, 1994 through December 31, 1998 based on a $100
investment made as of December 31, 1993. 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, 1993
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)*
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
First National Bancorp $100 $118 $147 $178 $246 $288
NASDAQ Bank Index $100 $102 $147 $185 $302 $266
NASDAQ Composite $100 $97 $136 $167 $203 $283
</TABLE>
* Total return assumes reinvestment of dividends
7
<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
Crowe, Chizek and Company LLP ("Crowe Chizek") as its independent public
accountants for the fiscal year 1999. Crowe Chizek was retained in 1998 by the
Company under a one (1) year contract for the purposes of performing, in
accordance with generally accepted auditing standards, the audit of the
Company's consolidated financial statements and will continue to serve in 1999
under similar terms. Crowe Chizek has served as the independent public
accountants of the Company since 1996. If the appointment of Crowe Chizek is
not ratified, the matter of the appointment of independent public accountants
will be considered by the Board of Directors.
In 1998, representatives from Crowe Chizek met quarterly with the Trust
Audit Committee of FNBJ and the internal auditors. Crowe Chizek also met
annually with the Examining & Audit Committee of FNBJ and the internal
auditors. Results of all audit work performed during those periods was
reviewed.
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.
SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS
Any proposals of Shareholders intended to be presented at the 2000 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 November 10, 1999, 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 9, 1999
A COPY OF THE 1998 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.
8
<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 5, 1999, 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 11, 1999 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 eleven (11) persons listed below and in the Company's
Proxy Statement dated February 9, 1999, as directors of the Company:
FOR ( ) WITHHOLD ( )
Sheldon C. Bell Harvey J. Lewis Michael C. Reardon
George H. Buck Walter F. Nolan Kevin T. Reardon
Albert G. D'Ottavio Charles R. Peyla Howard E. Reeves
Watson A. Healy Louis R. Peyla
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: _______________________ , 1999
