<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>
[LETTERHEAD]
February 10, 2000
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 9, 2000 at 3:00 p.m. in the main office of First
National Bank of Joliet at 78 North Chicago Street, Joliet, Illinois.
The Notice of the Annual Shareholders Meeting and Proxy Statement accompanying
this letter describe the specific business to be acted upon.
In addition to the election of Directors, upon approval by the Shareholders of
the Company to amend the Articles of Incorporation, it is the present intention
of the Board of Directors of First National Bancorp, Inc., to declare a 5 for 4
stock split in the form of a 25% stock dividend to its Shareholders of Record as
of March 9, 2000.
For the first time in more than twenty years, not included in the Director
nominees, are Harvey Lewis and Watson Healy. Both Harvey and Watson have reached
the director retirement age. It is with the highest level of appreciation that
we recognize and thank Harvey and Watson for their many contributions and years
of loyal service as directors. We are, however, very pleased that Harvey and
Watson have agreed to continue as Directors 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>
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 9, 2000, 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 10, 2000.
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 2,425,836 shares of $10.00 par value common stock, except that 5,186
shares, or .21%, were 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 Tuesday, February 1, 2000, 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 nine (9) persons receiving a
plurality of the votes cast for director shall be elected as directors. Approval
of the amendment to the Company's Articles of Incorporation requires the
approval of two-thirds of the outstanding shares of common stock. 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 1999 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 1999
Annual Report containing management's report on the performance of the Company
in 1999, as well as certain additional financial information.
<PAGE>
ELECTION OF DIRECTORS
The nine (9) 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 2001. 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.
<TABLE>
<CAPTION>
NOMINEES FOR DIRECTOR
DIRECTOR OF
PRINCIPAL OCCUPATION FOR THE COMPANY OR
NAME AND AGE PAST FIVE YEARS (1) SUBSIDIARY SINCE
------------ ------------------ ----------------
<S> <C> <C>
Sheldon C. Bell President, Bell Realty, Inc. 1973
(Age 65) (Real Estate)
George H. Buck President, Werden Buck Company 1980
(Age 51) (Face Brick-Masonry Materials)
Albert G. D'Ottavio President, Secretary/Treasurer, and COO, First 1980
(Age 56) National Bancorp, Inc.; President and COO, First
National Bank of Joliet
Walter F. Nolan Member, Clifton Gunderson & Co., L.L.C. 1991
(Age 59) (Certified Public Accountant)
Charles R. Peyla(2) President, Illinois Securities Company 1973
(Age 67) (Insurance)
Louis R. Peyla (2) Chairman of the Board, Illinois Securities Company 1983
(Age 69) (Insurance)
Kevin T. Reardon(3) Chairman of the Board and CEO, First National 1973
(Age 64) Bancorp, Inc. and First National Bank of Joliet
Michael C. Reardon(3) Senior Vice President, First National Bank of 1994
(Age 41) Joliet
Howard E. Reeves President, HOW Enterprises, Inc. 1980
(Age 66) (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, 1999 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 17,336 .71%
Walter F. Nolan 38,090 1.57%
Charles R. Peyla 48,848 2.01%
Louis R. Peyla 42,514 1.75%
Michael C. Reardon 6,166 .25%
Kevin T. Reardon 47,998 1.98%
Howard E. Reeves 38,014 1.57%
All directors and executive officers 286,116 11.79%
of the Company as a group (1]
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 1000 shares, vested interest in First National Bancorp
Profit Sharing & Retirement Plan 250 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 2,456 shares,
spouse trust 12,992 shares, trustee 32,200 shares, vested interest in First
National Bancorp Profit Sharing & Retirement Plan 250 shares; Michael C.
Reardon--jointly with spouse 4,671 shares, vested interest in First
National Bancorp Profit Sharing & Retirement Plan 206 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 7113 shares; jointly with spouse 6,774 shares, trust 100 shares, vested
interest in First National Bancorp Profit Sharing & Retirement Plan 239
shares; Jack A. Podlesny--total of 2637 shares; jointly with spouse 1,296
shares, trust 132 shares, vested interest in First National Bancorp Profit
Sharing & Retirement Plan 237 shares.
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 1999. 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 2000. In 1999, FNBJ paid approximately $421,800 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 1999 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, 1999 through December 31, 1999.
BOARD OF DIRECTORS AND COMMITTEES OF THE COMPANY
The Board of Directors of the Company had twelve (12) meetings in 1999. 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
Company. All directors of the Company also serve as directors of FNBJ and
receive compensation as directors of FNBJ.
The Company's Board of Directors did not have any committees in 1999. 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 1999, 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 1999
from $275,000 to $300,000. 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 1999 from $225,000 to
$240,000.
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 1999 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 1999 in the amount of $270,000. 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 1999 in the
amount of $170,000.
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 $100,000 for the 1999
fiscal year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Annual Restricted Underlying LTIP All Other
Name And Principal Compen- Stock Options/ Payouts ($) Compen-
Position Year Salary($) Bonus($) sation($) Award(s) SARs (#) sation($)*
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kevin T. Reardon 1999 300,000 270,000 -0- -0- -0- -0- 14,372.00
Chairman of the Board, CEO 1998 275,000 225,000 -0- -0- -0- -0- 14,020.00
and Director of First 1997 260,000 200,000 -0- -0- -0- -0- 4,750.00
National Bank of Joliet
Albert G. D'Ottavio 1999 240,000 170,000 -0- -0- -0- -0- 14,364.00
President, COO and 1998 225,000 140,000 -0- -0- -0- -0- 14,032.00
Director of First National 1997 210,000 125,000 -0- -0- -0- -0- 4,709.00
Bank of Joliet
John J. Keigher 1999 124,000 35,000 -0- -0- -0- -0- 13,333.00
Senior Vice President of 1998 119,000 30,000 -0- -0- -0- -0- 12,370.00
First National Bank of 1997 113,000 30,000 -0- -0- -0- -0- 3,675.00
Joliet
Jack A. Podlesny 1999 123,000 35,000 -0- -0- -0- -0- 13,814.00
Senior Vice President and 1998 118,000 30,000 -0- -0- -0- -0- 12,399.00
Cashier of First National 1997 112,000 40,000 -0- -0- -0- -0- 3,583.00
Bank of Joliet
Michael C. Reardon 1999 105,000 45,000 -0- -0- -0- -0- 12,650.00
Senior Vice President and 1998 95,000 37,500 -0- -0- -0- -0- 10,332.00
Director of First National 1997 85,000 30,000 -0- -0- -0- -0- 2,888.00
Bank of Joliet
</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 1999 and 1998, the amounts shown
above include the Company's contribution to the Profit Sharing Retirement
Plan and to the 401K Plan. For 1997, the amounts shown above include only
the 401K Plan contribution since Pension Plan benefits were reportable in a
separate schedule in the 1997 proxy statement.
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, 1995 through December 31, 1999 based on a $100
investment made as of December 31, 1994. 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, 1994
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)*
-----------------------------------------------
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
First National Bancorp $100 $125 $151 $208 $244 $300
Nasdaq Bank Index $100 $144 $181 $296 $261 $240
Nasdaq Composite $100 $140 $172 $209 $292 $541
</TABLE>
* Total return assumes reinvestment of dividends
7
<PAGE>
PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION
The Board of Directors of the Company has unanimously approved an amendment
(the "Amendment") to Article IV of the Company's Articles of Incorporation that
would increase the number of authorized shares of the Company's Common Stock,
$10.00 par value per share, from 5,500,000 shares to 10,000,000 shares. As of
February 1, 2000, the Company had 2,431,804 shares of Common Stock issued of
which 2,425,836 shares were outstanding.
The Board of Directors has proposed adoption of the Amendment for several
reasons, including those set forth below. First, upon the stockholders' approval
to amend the Articles of Incorporation, it is the Board of Director's present
intention to declare a 5 for 4 stock split, in the form of a 25% stock dividend,
to be effective after the annual meeting. The increase in the authorized Common
Stock will provide additional shares of Common Stock to be available in the
event the Board of Directors approves this stock split. As a result of the stock
split, the number of shares of Common Stock issued will increase to
approximately 3,039,755 shares of which approximately 3,032,295 shares will be
outstanding. If the number of authorized shares is not increased, then following
the stock split, only 2,467,705 shares of authorized and unissued (and
unreserved) Common Stock remain for future issuance by the Company.
Second, the additional shares authorized by the Amendment will provide
management with enough shares of Common Stock to enter into certain transactions
involving the use of Common Stock that may be advisable from time to time. Such
transactions could include, but are not limited to, the acquisition by the
Company of additional branch locations, subsidiaries or bank or thrift holding
companies. Although no such transactions are planned for the immediate future,
management and the Board of Directors believe that it is in the Company's best
interests to have available a sufficient number of authorized shares of Common
Stock if such transactions become advisable.
Third, the additional shares of Common Stock authorized by the Amendment
could be used to raise additional working capital for the Company or the Bank.
The Board of Directors does not currently have any plans to raise capital
through the issuance of additional shares or otherwise, but these shares would
be available for that purpose. In the event the Board of Directors decides to
issue additional shares of Common Stock through a stock offering in the future,
the holders of Common Stock will be able to preserve their ownership interest in
the Company by exercising their pre-emptive rights, as set forth in the Articles
of Incorporation.
The increase in the number of shares of Common Stock authorized by the
Amendment will allow for the possibility of substantial dilution of the voting
power of current stockholders of the Company, although no dilution will occur as
a direct result of the stock split. The degree of any such dilution which would
occur following the issuance of any additional shares of Common Stock, including
any newly authorized Common Stock, would depend upon the number of shares of
Common Stock that are actually issued in the future, which number cannot be
determined at this time. Issuance of a large number of such shares could
significantly dilute the voting power of existing stockholders.
The existence of a substantial number of authorized and unissued shares of
Common Stock could also impede an attempt to acquire control of the Company
because the Company would have the ability to issue additional shares of Common
Stock in response to any such attempt. The Company is not aware of any such
attempt to acquire control at this time, and no decision has been made as to
whether any or all newly authorized but unissued shares of Common Stock would be
issued in response to any such attempt.
To be approved by the Company's stockholders, the Amendment must receive
the affirmative vote of two-thirds of the outstanding shares of Common Stock.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES FOR THE
AMENDMENT.
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 2000. Crowe Chizek was retained in 1999 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 2000
under similar terms. Crowe Chizek has served as the independent public
accountants of the Company since 1996.
In 1999, the Examining and Audit committee and the Trust Audit committee of
FNBJ met with the internal auditors to review the results of their audit work
performed during the year. The Examining and Audit Committee also met once
during 1999 with a representative of Crowe Chizek to review the results of their
audit work as independent public accountants to the Company.
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.
8
<PAGE>
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING OF SHAREHOLDERS
Any proposals of Shareholders intended to be presented at the 2001 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 12, 2000, to be considered for inclusion in the Company's
Proxy Statement and proxy relating to such meeting.
OTHER BUSINESS
The Board of Directors knows 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 10, 2000
A COPY OF THE 1999 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.
9
<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 Tuesday, February 1, 2000, 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 9, 2000 at 3:00 p.m., or any adjournments or postponements
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 nine (9) persons listed below and in the Company's
Proxy Statement dated February 10, 2000, as directors of the Company:
FOR ( ) WITHHOLD ( )
Sheldon C. Bell Walter F. Nolan Michael C. Reardon
George H. Buck Charles R. Peyla Kevin T. Reardon
Albert G. D'Ottavio Louis 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. Amend the Articles of Incorporation of the Company to increase the
authorized common stock to 10,000,000 shares.
FOR ( ) AGAINST ( ) ABSTAIN ( )
The Board of Directors recommends a vote "FOR" the approval of the above
amendment.
3. 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.
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(Signature of Shareholder or (Signature of Shareholder or
Shareholders) 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: , 2000
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