SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ------------ to ----------
Commission File Number: 0-26184
FIRST MUTUAL BANCORP, INC.
- -----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 37-1339075
- -----------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
135 East Main Street, Decatur, Illinois 62523
- -----------------------------------------------------------------
(Address of principle executive offices)
Registrant's telephone number, including area code:
(217) 429-2306
- -----------------------------------------------------------------
Former name, former address and former fiscal year, if changed
since last report
Indicate by check whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes /X/ No ----
Yes /X/ No ----
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date: There were 3,741,670 shares of the Registrant's common
stock outstanding as of March 31, 1997. Included were 310,200
unearned ESOP shares.
<PAGE>
FIRST MUTUAL BANCORP, INC.
INDEX
<TABLE>
Page
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 1
Consolidated Statements of Financial
Condition as of March 31, 1997, and
December 31, 1996 2
Consolidated Statements of Income for
the Three Months Ended March 31, 1997 and
1996 3
Consolidated Statements of Changes in
Stockholders' Equity for the Three Months
Ended March 31, 1997 4
Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 1997
and 1996 5
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION 13
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Page 1
<PAGE>
FIRST MUTUAL BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
March 31, 1997 December 31, 1996
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 3,094 $ 4,350
Interest-bearing deposits with financial institutions 37,060 6,730
Securities held-to-maturity
(Estimated fair value: March 31, 1997 $38,131) 38,317 --
(Estimated fair value: December 31, 1996 $19,063) -- 19,007
Securities available for sale 14,012 4,000
Loans held for sale 1,089 1,103
Loans receivable, net 300,223 282,066
Federal Home Loan Bank stock 3,200 3,200
Accrued interest receivable 2,677 1,969
Foreclosed real estate, net of allowance for losses -- 77
Premises and equipment 6,592 4,119
Cash surrender value of life insurance 3,194 3,215
Goodwill and core deposit intangibles 13,128 --
Other assets 2,011 1,940
--------- ---------
TOTAL ASSETS $ 424,597 $ 331,776
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $ 337,788 $ 202,923
Advances from borrowers for taxes and insurance 2,143 1,420
Advances from Federal Home Loan Bank 24,000 62,800
Accrued expenses and other liabilities 3,718 2,416
TOTAL LIABILITIES 367,649 269,559
STOCKHOLDERS' EQUITY
Common stock $.10 par value;
8,000,000 shares authorized;
issued 4,700,000 shares 470 470
Additional paid in capital 45,169 45,104
Unearned ESOP shares (3,102) (3,196)
Unearned stock awards (1,325) (1,504)
Retained earnings, substantially restricted 29,386 29,578
Treasury Stock at cost - 611,400 shares (Dec.31, 1996) -- (8,231)
- 958,330 shares (March 31,1997) (13,639) --
Unrealized gain (loss) on securities available for sale,
net of tax (11) (4)
TOTAL STOCKHOLDERS' EQUITY 56,948 62,217
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 424,597 $ 331,776
Number of Shares Outstanding, Net of Unearned
ESOP Shares 3,431,470 3,769,000
Book Value Per Share $ 16.60 $ 16.51
</TABLE>
Page 2
<PAGE>
FIRST MUTUAL BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
THREE MONTHS ENDED
March 31, 1997 March 31, 1996
<S> <C> <C>
Interest income
Loans receivable
First mortgage loans $ 4,689 $ 4,053
Consumer and other loans 928 212
Commercial loans 198 105
Investment securities 815 450
Other interest-earning assets 605 196
Total interest income 7,235 5,016
Interest expense
Deposits 3,999 2,337
Federal Home Loan Bank advances
and other interest charges 393 119
Total interest expense 4,392 2,456
Net interest income 2,843 2,560
Provision for loan losses 160 25
Net interest income after provision
for loan losses 2,683 2,535
Noninterest income
Gain on sales of loans 37 69
Deposit service fee income 155 79
Loan servicing fees 29 30
Investment sales commissions 38 27
Other 94 64
Total noninterest income 353 269
Noninterest expense
Compensation and benefits 1,513 888
Occupancy and equipment 332 175
FDIC deposit insurance premium 33 112
Advertising and promotion 137 76
Data processing 217 88
Printing, postage, stationery, and supplies 126 58
Net expense on foreclosed real estate operations 2 3
Net loss on sale of real estate
owned including provisions for losses 12 --
Amortization of Goodwill & Core Deposit Intangibles 242 --
Other 382 211
Total noninterest expense 2,996 1,611
Income before income taxes 40 1,193
Income taxes (benefit) (41) 435
Net income 81 758
Average Number of Shares Outstanding,
Net of Unearned ESOP Shares 3,551,335 4,343,110
Earnings per Common Share -- fully diluted $0.02 $0.17
</TABLE>
Page 3
PAGE
<PAGE>
<TABLE>
FIRST MUTUAL BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Unrealized
Retained Gain (Loss) on
Additional Unearned Unearned Earnings - Securities
Common Paid In ESOP Stock Substantially Treasury Available
Stock Capital Shares Awards Restricted Stock For Sale Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1995 $ -- $ -- $ -- $ -- $27,811 $ -- $ -- $ 27,811
Issuance of Common Stock 470 44,930 (3,760) -- -- -- -- 41,640
ESOP shares earned -- 50 188 -- -- -- -- 238
Cash Dividends ($.07 per share) -- -- -- -- (605) -- -- (605)
Reclassification of securities
from held-to-maturity to
available-for-sale, net of tax -- -- -- -- -- -- 43 43
Change in unrealized gain on
securities available-for-sale,
net of tax -- -- -- -- -- -- 3 3
Net Income -- -- -- $ 2,398 -- -- $2,398
Balance at December 31, 1995 470 44,980 (3,572) -- 29,604 -- 46 71,528
Net Income -- -- -- -- 1,171 -- -- 1,171
Purchase of Treasury Shares -- -- -- -- -- (10,330) -- (10,330)
Unearned Stock Awards -- -- -- (2,099) -- 2,099 -- --
ESOP Shares earned -- 116 376 -- -- -- -- 492
Stock Awards Earned -- -- -- 595 -- -- -- 595
Tax benefit of stock awards -- 8 -- -- -- -- -- 8
Change in unrealized appreciation
(depreciation) on securities
available-for-sale, net of tax -- -- -- -- -- -- (50) (50)
Cash dividends ($.30 per share) -- -- -- -- (1,197) -- (1,197)
Balance at December 31, 1996 470 45,104 (3,196) (1,504) 29,578 (8,231) (4) 62,217
Net Income (1/1/97 - 3/31/97) -- -- -- -- 81 -- -- 81
Purchase of Treasury Shares -- -- -- -- -- (5,408) -- (5,408)
ESOP Shares Earned (1/1/97 -
3/31/97) -- 51 94 -- -- -- -- 145
Stock Awards Earned (1/1/97 -
3/31/97) -- -- -- 179 -- -- -- 179
Tax Benefit of Stock Awards -- 14 -- -- -- -- -- 14
Change in unrealized appreciation
(depreciation) on securities available
for sale, net of tax -- -- -- -- -- -- (7) (7)
Cash dividends ($.08 per share) -- -- -- -- (273) -- -- (273)
Balance at March 31, 1997 $470 $45,169 ($3,102) ($1,325) $29,386 ($13,639) ($11) $56,948
</TABLE>
Page 4
PAGE
<PAGE>
FIRST MUTUAL BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
Three Months Ended
March 31, 1997 March 31, 1996
<S> <C> <C>
Cash flows from operating activities
Net income 81 758
Adjustments to reconcile net income to
net cash from operating activities
Depreciation and amortization 156 79
Amortization of premiums and
discounts on mortgaged-backed
and investment securities, net 53 30
Amortization of Goodwill and Core
Deposit Intangibles 242 --
ESOP Compensation 145 123
Stock Awards Expense 179 --
Origination of loans held for sale (2,476) (3,865)
Proceeds from sale of loans 2,526 4,465
Change in net deferred loan
origination costs 16 (16)
Change in deferred income taxes (56) --
Provision for loan losses 160 25
Net Loss on sale of Available-for-sale Securities 8 --
Net (gain) loss on sales of loans (37) (69)
Net (gain) loss on sale of foreclosed
real estate 12 --
Change in
Accrued interest receivable (708) 4
Cash surrender value of
life insurance (35) (34)
Other assets 3 (438)
Accrued expenses and other
liabilities 1,341 (3,569)
Net cash provided by (used in)
operating activities 1,610 (2,507)
Cash flows from investing activities
Net (increase) decrease in loans receivable (8,403) (3,394)
Proceeds from maturity of investment
securities - Held to Maturity 3,000 4,000
Proceeds from maturity and sale of investment securities
Available for Sale 1,4006 1,000
Purchase of investment securities - Held to Maturity (22,353) (3,995)
Purchase of investment securities - Available for Sale (24,048) (3,015)
Investments in
Loans purchased (9,929) (7,755)
Federal Home Loan Bank stock -- (113)
Premises and equipment (2,615) (317)
Foreclosed real estate (12) (3)
Goodwill and core deposit intangibles (13,342) --
</TABLE>
Page 5
<PAGE>
<TABLE>
Three Months Ended
March 31, 1997 March 31, 1996
<S> <C> <C>
Cash flows from investing activities (Continued)
Net (increase) decrease in interest-bearing
deposits with financial institutions (30,329) 2,007
Proceeds from sales of foreclosed
real estate 77 --
Net cash provided by (used in)
investing activities (934,948) (11,585)
Cash flows from financing activities
Net increase (decrease) in deposits 134,865 3,361
Net change in advances from
Federal Home Loan Bank (38,800) 8,600
Net increase (decrease) in advances from
borrowers for taxes and insurance 723 705
Dividends paid (298) (305)
Purchase of Treasury Stock (5,408) --
Net cash provided by (used in)
financing activities 91,082 12,361
Net increase (decrease) in cash and
cash equivalents (1,256) (1,731)
Cash and cash equivalents at beginning of period 4,350 3,005
Cash and cash equivalents at end of period 3,094 1,274
Supplemental disclosures of cash flow
information
Cash paid for
Interest 3,376 2,533
Income taxes (230) 40
Transfers from loans to real estate
acquired through foreclosure -- --
</TABLE>
Page 6
<PAGE>
Notes to Consolidated Financial Statements
(Unaudited)
(1) Basis of Presentation
The financial information of First Mutual Bancorp, Inc. (the
"Company") included herein is unaudited; however, such
information reflects all adjustments (consisting of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for the interim
periods.
The financial information has been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Regulation
S-X. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles
for complete financial statements.
The results of the interim period ended March 31, 1997 are not
necessarily indicative of the results expected for the year
ending December 31, 1997.
(2) Conversion
On June 30, 1995, First Mutual Bank, S.B. (the "Bank") converted
from a state-chartered mutual savings bank to a state-chartered
stock savings bank. The Bank issued all of its common stock to
the Company and at the same time the Company issued 4,700,000
shares of common stock at $10.00 per share to the ESOP, certain
depositors of the Bank, and certain members of the general
public, all pursuant to a plan of conversion (the "Conversion").
The ESOP purchased 376,000 shares of common stock representing 8%
of the total issued shares at a price of $10.00 per share. The
ESOP borrowed $3,760,000 from the Company to purchase the stock
using the stock as collateral for the loan. The loan is to be
repaid principally from the Bank's contributions to the ESOP over
a period of up to 10 years.
(3) Earnings Per Share of Common Stock
Primary and fully diluted earnings per share were computed by
dividing net income by 3,551,335, and 3,648,647 respectively,
the weighted average number of net shares of common stock
outstanding during the three months ended March 31, 1997. There
were 407,600 outstanding stock options during the entire quarter
at an exercise price of $11.75 per share.
Page 7
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(4) Accounting Changes
On March 3, 1997, the Financial Accounting Standards Board (FASB)
issued Statement 128, Earnings Per Share, which is effective for
financial statements beginning with year end 1997. Statement 128
simplifies the calculation of earnings per share (EPS) by
replacing primary EPS with basic EPS. It also requires dual
presentation of basic EPS and diluted EPS for entities with
complex capital structures. Basic EPS includes no dilution and
is computed by dividing income available to common shareholders
by the weighted-average common shares outstanding for the period.
Diluted EPS reflects the potential dilution of securities that
could share in earnings, such as stock options, warrants or other
common stock equivalents. The Company expects Statement 128 to
have little impact on its earnings per share calculations in
future years, other than changing terminology from primary EPS to
basic EPS. All prior period EPS data will be restated to conform
with the new presentation.
In June, 1996, the Financial Accounting Standards Board released
SFAS No. 125, "Accounting for Transfers and Extinguishments of
Liabilities." SFAS No. 125 provides accounting and reporting
standards for transfers and servicing of financial assets and
extinguishments of liabilities. SFAS No. 125 requires a
consistent application of a financial-components approach that
focuses on control. Under that approach, after a transfer of
financial assets, an entity recognizes the financial and
servicing assets it controls and the liabilities it has incurred,
and derecognizes liabilities when extinguished. SFAS No. 125
also supersedes SFAS No. 122 and requires that servicing assets
and liabilities be subsequently measured by amortization in
proportion to and over the period of estimated net servicing
income or loss and requires assessment for asset impairment or
increases obligation based on their fair values. SFAS No. 125
applies to transfers and extinguishments occurring after December
31, 1996 and early or retroactive application is not permitted.
Management anticipates that the adoption of SFAS No. 125 will not
have a material impact on the financial position or results of
operations of the Bank.
(5) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Page 8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Condition
Total assets increased $92.8 million, or 28.0%, to $424.6 million
at March 31, 1997, from $331.8 million at December 31, 1996,
primarily as a result of acquiring three branch offices in
Pontiac, Lincoln, and Taylorville, Illinois (the "Branch
Acquisitions") from First of America Bank - Illinois, N.A. on
January 3, 1997.
The following summarizes the assets purchased and liabilities
assumed as a result of the Branch Acquisitions.
<TABLE>
(In thousands)
<S> <C>
Assets purchased
Cash due from banks $121,222
Loan Receivable $ 9,901
Less: Allowance for loan losses (68) 9,833
Premises & Equipment 2,706
Goodwill and core deposit intangibles 13,318
Other assets 83
Total Assets purchased $147,162
Liabilities Assumed
Deposits $145,520
Other Liabilities 1,642
Total Liabilities assumed $147,162
</TABLE>
Loans receivable (excluding loans held for sale) increased $18.1
million, or 6.4%, to $300.2 million at March 31, 1997, from
$282.1 million at December 31, 1996, as a result of the Branch
Acquisitions in addition to the excess of loan originations
versus repayments during the three month period. A total of $9.9
million of loans receivable were acquired as a result of the
Branch Acquisitions.
Interest-bearing deposits with financial institutions and
securities held-to maturity and available for sale increased
$59.7 million, or 201.0%, to $89.4 million at March 31, 1997 from
$29.7 million at December 31, 1996. The increase was primarily
due to the investment of the proceeds received as a result of the
Branch Acquisitions.
Premises and equipment increased $2.5 million, or 61.0%, to $6.6
million at March 31, 1997, from $4.1 million at December 31,
1996, primarily as a result of the Branch Acquisitions, which
resulted in an additional $2.7 million in premises and equipment.
Page 9
<PAGE>
Goodwill and Core Deposit Intangibles increased to $13.1 million
from $0 as a result of the Branch Acquisitions.
Deposits increased $134.9 million, or 66.5%, to $337.8 million at
March 31, 1997, from $202.9 million at December 31, 1996,
primarily as a result of the Branch Acquisitions. $145.5 million
in deposits were acquired in the acquisition.
Advances from the Federal Home Loan Bank decreased $38.8 million,
or 61.8%, to $24.0 million at March 31, 1997, from $62.8 million
at December 31, 1996, primarily as a result of the use of
proceeds from the Branch Acquisitions to repay outstanding
advances.
Non-performing assets were $719,000 as of March 31, 1997,
compared to $577,000 as of December 31, 1996. The following
table sets forth the amounts and categories of non-performing
assets:
<TABLE>
March 31, 1997 December 31, 1996
(Dollars in thousands)
<S> <C> <C>
Non-Performing Loans:
One to four family $501 $298
Consumer 94 128
Commercial 69 74
Total 664 500
Total Repossessed Assets 55 -
Total Real Estate Owned - 77
Total Non-performing assets $719 $577
Total Non-performing assets
to total assets .17% .17%
</TABLE>
In the three months ended March 31, 1997, 346,930 shares of
common stock, or 7.4% of the 4,700,000 shares issued at the time
of the conversion, were purchased by the Company in open market
transactions at an average price of $15.59 per share.
Liquidity and Capital Resources
The Company's primary sources of funds are deposits, funds
received from the sale, amortization, and prepayment of loans,
advances from the Federal Home Loan Bank, and funds provided from
operations. While scheduled loan repayments are a relatively
predictable source of funds, deposit flows and loan prepayments
Page 10
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are greatly influenced by general interest rates, economic
conditions and competition. The Company also borrows funds from
the Federal Home Loan Bank based on need, comparative costs, and
availability at the time. Assets of the Company qualifying for
regulatory liquidity totaled $90.3 million at March 31, 1997.
As of March 31, 1997, the Company had total equity capital of
$56.9 million and the Bank had total equity capital of $51.3
million. All the minimum levels of regulatory capital required
by the Federal Reserve Board for the Company and the Federal
Deposit Insurance Corporation for the Bank were met.
Results of Operations
General. Net income for the three month ended March 31, 1997,
was $81,000 compared to $758,000 for the same period in 1996.
The decrease was primarily due to an increase in non-interest
expense of $1,385,000 related primarily to increased compensation
and benefits, occupancy and equipment, data processing,
amortization of goodwill and core deposit intangibles, and other
non-interest expenses. These additional expenses were primarily
due to the costs of adding new products and services, the Branch
Acquisitions, and the addition of two supermarket branch
facilities in the Decatur area. The increase in non-interest
expense was partially offset by an increase in net interest
income of $283,000, or 11.1%, and an increase in non-interest
income of $84,000 or 31.2%.
Interest Income. Interest income for the three months ended
March 31, 1997, increased $2.2 million or 44.0%, from the period
ended March 31, 1996. The increase was primarily due to the
increase in average earning assets of $126.3 million, or 46.5%,
to $398.1 million for the current three month period from $271.8
million for the earlier three month period, reflecting primarily
the investment of proceeds from the Branch Acquisitions. This
was partially offset by the decrease in the average yield on
earning assets to 7.27% from 7.38% in the earlier period.
Interest Expense. Interest expense increased $1.9 million, or
76.0%, for the three months ended March 31, 1997, as compared to
the same period in 1996, primarily due to the increase in average
interest paying liabilities, which increased $160.9 million, or
78.6%, for the three month period. The increase in the average
paying liabilities was primarily due to the Branch Acquisitions.
Net Interest Income. Net interest income increased $283,000, or
11.1%, for the current three month period versus the earlier
three month period. The increase was primarily due to the
increase in average earning assets of $126.3 million, which was
partially offset by the $160.9 million increase in average paying
Page 11
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liabilities during the current period versus the earlier period.
Provisions for Loan Losses. The Bank maintains an allowance for
loan losses based upon management's periodic evaluation of known
and inherent risks in the loan portfolio including commercial
real estate and commercial business loans, the Bank's past loss
experience, adverse situations that may affect borrowers' ability
to repay loans, estimated value of underlying loan collateral,
current and to a lesser extent, expected future economic
conditions. During the three months ended March 31, 1997, a
$160,000 provision for loan losses was recorded as a result of
the overall increase in the loan portfolio, changes in the loan
portfolio mix, especially the increase in commercial and consumer
loans, and to the net charge-offs incurred during the period.
Bank management made a $25,000 provision to the allowance for
loan losses for the same period in 1996. The Bank's ratio of
allowance for loan losses to non-performing loans was 208.0% at
March 31, 1997, compared to 248.8% at December 31, 1996.
Non-Interest Income. Non-interest income, consisting primarily
of service charges and fees on loans and deposit accounts, net
gain on sale of mortgage loans, investment sales commissions, and
loan servicing fees increased $84,000, or 31.2%, for the three
months ended March 31, 1997, as compared to the earlier period in
1996. The increase was primarily due to a $76,000 increase in
deposit service fee income, which was partially offset by a
$32,000 decrease in the net gain on sale of loans. Approximately
$52,000 of the increase in deposit service fee income was due to
the Branch Acquisitions.
Non-Interest Expense. Non interest expense, consisting primarily
of employee compensation and benefits, premises and equipment
expenses, federal deposit insurance premiums, data processing,
advertising and promotion, amortization of goodwill and core
deposit intangibles, and other miscellaneous items increased
$1,385,000, or 86.0% for the three months ended March 31, 1997,
as compared to the same period in 1996. The additional expenses
were primarily due to the costs of adding new products and
services, the Branch Acquisitions, and the addition of two
supermarket branch facilities in the Decatur area. Compensation
and benefits increased $625,000, or 70.4% from the earlier period
primarily due to the increase in the number of full time
equivalent employees of 53, or 48.2%, to 163 at March 31, 1997,
from 110 at March 31, 1996. The amortization of goodwill and
core deposit intangibles resulting from the Branch Acquisitions
was $242,000 for the current quarter versus $0 in the earlier
period.
Income Tax Expenses. Income tax expenses decreased $476,000, for
the three months ended March 31, 1997, as compared to the same
period in 1996 as a result of the decreased earnings before
taxes.
Page 12
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
There are no material pending legal proceedings to
which the Company or any of its subsidiaries is a party
other than ordinary routine litigation incidental to
their respective businesses.
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders was held at the
Decatur Club, 158 West Prairie Ave., Decatur, Illinois,
on April 24, 1997.
Paul K. Reynolds and Jon D. Robinson were elected
directors for terms of three years. There were
3,392,518 votes for and 30,792 votes withheld for Paul
K. Reynolds and 3,346,598 votes for and 76,712 votes
withheld for Jon D. Robinson. Directors C. Robert
Chastain, Robert D. Nichols, Roy M. Ousley, Richarld L.
Jacobs, and Glen J. Whitney continue in office.
The appointment of Crowe Chizek and Company LLP as
auditors for the Company for the year ending December
31, 1997, was ratified.
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The registrant filed Form 8-K on January 17, 1997, in
connection with the acquisition of three branch offices
from First of America Bank - Illinois, N.A. on January
3, 1997.
Page 13
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FIRST MUTUAL BANCORP, INC.
(Registrant)
Date: By: /s/ Paul K. Reynolds
-----------------------------------
President and Chief Executive
Officer
Date: By: /s/ G. Lynn Brinkman
-----------------------------------
Vice President,
Secretary, Treasurer and
Chief Financial Officer
Page 14
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<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<CAPTION>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 3094
<INT-BEARING-DEPOSITS> 37060
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 14012
<INVESTMENTS-CARRYING> 38317
<INVESTMENTS-MARKET> 38131
<LOANS> 301312
<ALLOWANCE> 1381
<TOTAL-ASSETS> 424597
<DEPOSITS> 337788
<SHORT-TERM> 14500
<LIABILITIES-OTHER> 5861
<LONG-TERM> 9500
<COMMON> 470
0
0
<OTHER-SE> 56478
<TOTAL-LIABILITIES-AND-EQUITY> 56948
<INTEREST-LOAN> 5815
<INTEREST-INVEST> 815
<INTEREST-OTHER> 605
<INTEREST-TOTAL> 7235
<INTEREST-DEPOSIT> 3999
<INTEREST-EXPENSE> 4392
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<EPS-PRIMARY> .02
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<YIELD-ACTUAL> 2.83
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<ALLOWANCE-DOMESTIC> 1381
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<ALLOWANCE-UNALLOCATED> 0
</TABLE>
