-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G2J7gXoiFIB2qaREOJhO9xX6Jxwo4ngu1QwAcj74lKuTEwyOhjLqIQxdCu8MG9LE bdc3CG9vmD3d+ANhmuPYnw== 0000036340-96-000011.txt : 19960515 0000036340-96-000011.hdr.sgml : 19960515 ACCESSION NUMBER: 0000036340-96-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0000036340 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 362852290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13425 FILM NUMBER: 96563741 BUSINESS ADDRESS: STREET 1: 27 WEST MAIN ST STE 101 CITY: FREEPORT STATE: IL ZIP: 61032 BUSINESS PHONE: 8152333671 FORMER COMPANY: FORMER CONFORMED NAME: FIRST FREEPORT CORP DATE OF NAME CHANGE: 19840710 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 10-Q Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Quarter Ended March 31, 1996, Commission File Number 0-13425 PREMIER FINANCIAL SERVICES, INC. (Exact name of registrant as specified in its Charter) Delaware 36-2852290 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 27 W. Main Street, Suite 101 61032 Freeport, Illinois (Zip Code) (Address of Principal executive offices) Registrant's telephone number, including area code (815) 233-3671 Number of Shares of Common Stock ($5 Par Value) outstanding as of April 30, 1996: 6,572,803 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No (This report contains 4 pages) Part I Item 1. Financial Statements. The following consolidated financial statements of the Company which are submitted herewith as an exhibit and are incorporated herein by reference: 1. Consolidated Balance Sheets, March 31, 1996, March 31, 1995 and December 31, 1995. 2. Consolidated Statements of Earnings, quarters ended March 31, 1996 and 1995. 3. Consolidated Statements of Cash Flows, three months ended March 31, 1996 and 1995. 4. Notes to the Unaudited Consolidated Financial Statements. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Premier Financial Services, Inc. earned $1.5 million for the first quarter of 1996 or $.18 per share. Net earnings for the first quarter of 1995 totaled $1.3 million, or $.15 per share. Return on average assets and common equity was .93% and 10.42%, respectively for the three months ended March 31, 1996, compared to .85% and 9.77% for the same period in 1995. Net interest income for the first quarter of 1996 was $5.5 million, as compared to $5.3 million in 1995. The increase was essentially attributable to growth in average earning assets. Average earning assets were $584.4 million for the quarter ended March 31, 1996, an increase of $39.0 million from the $545.4 million reported in 1995. An analysis of first quarter results reflects a 21 basis point decrease in the average yield on earning assets from 1995 to 1996, while the average cost of funds increased 6 basis points, resulting in a lower net interest margin (3.94% in 1996 as compared to 4.21% in 1995). Premier recorded a loan loss provision of $100,000 in the first quarter of 1996 as compared to $51,000 in the first quarter of 1995. At March 31, 1996 the allowance for possible loan losses totaled $3.9 million, or 1.19% of gross loans, compared to $3.3 million, or 1.14% of gross loans at March 31, 1995. Nonperforming assets as a percentage of total assets decreased to .59% as of March 31, 1996 as compared to .76% at March 31, 1995 and .60% at December 31, 1995. Management believes that the allowance for possible loan losses is adequate based upon the composition of the portfolio and credit quality as of March 31, 1996. Future provisions will continue to be determined in relation to overall asset quality and loan portfolio growth. Total noninterest income increased $308,000, or 19.14% for the three months ended March 31, 1996 as compared to the same period in 1995. Contributors to the increase were net gains on loans sold to the secondary market, gains on investment securities sold and other operating income. Income on real estate loan originations and sales to the secondary market enhanced earnings in 1996 by $95,000, an increase of $78,000 as compared to $17,000 recorded in 1995. Net gains from sales of investment securities totaled $69,000 in the first quarter of 1996, up $46,000 from $23,000 in 1995. The remaining increase was primarily from trust fees, sale of other real estate and premiums received from selling options on securities available for sale. Total noninterest expense decreased by approximately $103,000 in the first quarter of 1996 as compared to the same period in 1995. Non tax deductible expenses totaling approximately $151,000 relating to the proposed merger of Premier with Northern Illinois Financial Corporation were more than offset by the $278,000 decrease in federal deposit insurance premiums. Premier expects to continue to incur expenses related to the proposed merger in the second and third quarters of 1996. Income taxes for the first quarter of 1996 totaled $855,000 as compared to $539,000 in 1995. The increase in the tax provision is due to higher pretax earnings, a decrease in tax exempt income and an increase in non-tax deductible expenses (i.e. merger related expenses and goodwill). The Company's effective tax rate for the period ended March 31, 1996 was 36.46% as compared to 29.34% for the same period in 1995. Total liabilities increased modestly from $608.1 million at December 31, 1995 to $610.4 million at March 31, 1996. Total deposits declined by approximately $4.8 million, due to an $11.5 million decrease in non- interest bearing deposits, partially offset by a $6.7 million increase in interest-bearing deposits. Premier has historically experienced a first- quarter decrease in the amount of non-interest bearing deposits, following an increase in such deposits during the fourth quarter. Securities sold under agreements to repurchase, which are generally short-term sources of funds and managed in conjunction with all funding sources, increased by $7.4 million during the same December 31, 1995 to March 31, 1996 time-frame. At March 31, 1996, stockholders' equity totaled $60.7 million, down from $62.1 million at December 31, 1995. This decrease was due primarily to earnings net of common and preferred dividends being more than offset by a $2.2 million decrease in the after tax unrealized gain (loss) recorded on securities available for sale in accordance with Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities. Part II Item 6. Exhibits and Reports on Form 8-K. 1. The following documents are filed as a part of this report: A. Consolidated Financial Statements of the Company for the quarter ended March 31, 1996 as follows: 1. Consolidated Balance Sheets, March 31, 1996, March 31, 1995 and December 31, 1995. 2. Consolidated Statements of Earnings, quarters ended March 31, 1996 and 1995. 3. Consolidated Statements of Cash Flows, three months ended March 31, 1996 and 1995. 4. Notes to unaudited Consolidated Financial Statements. B. Exhibits as follows: 4. Agreement, dated July 16, 1993, among Premier Financial Services, Inc., Premier Acquisition Company, First Northbrook Bancorp, Thomas D. Flanagan and James M. Flanagan. 10. Premier Financial Services, Inc., 1988 Non- qualified Stock Option Plan, effective as of January 28, 1988. 27. Financial Data Schedule, three months ended March 31, 1996. 2. Reports on Form 8-K - The registrant filed a report on Form 8-K, dated January 18, 1996, reporting an Agreement and Plan of Reorganization, among the Registrant, Northern Illinois Financial Corporation and Grand Premier Financial, Inc. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PREMIER FINANCIAL SERVICES, INC. By: /s/ David L. Murray David L. Murray, Executive Vice President & Chief Financial Officer May 14, 1996 (Date) NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation. The consolidated financial statements include the accounts of Premier Financial Services, Inc. ("Premier") and its subsidiaries, all of which are wholly owned. Significant intercompany balances and transactions have been eliminated. The consolidated financial statements as of March 31, 1996 and 1995 have not been audited by independent public accountants. In the opinion of management, the interim financial statements reflect all adjustments (consisting only of adjustments of a normal recurring nature) necessary for a fair presentation of Premier's financial position, results of operations and cash flows for the interim periods presented. The results for such interim periods are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes to the consolidated financial statements included in Premier's 1995 Annual Report to Stockholders. 2. Proposed Merger. On January 22, 1996, Premier signed a definitive agreement to merge its assets and operations with Northern Illinois Financial Corporation ("NIFCO") located in Wauconda, Illinois and form a new financial services corporation to be named Grand Premier Financial Inc. In the proposed merger, which is subject to shareholder and regulatory approval, NIFCO common shareholders will receive 4.25 shares of Grand Premier Financial, Inc. for each share held. Premier common shareholders will receive 1.116 shares of Grand Premier Financial, Inc. for each share held. At December 31, 1995, NIFCO had total assets of approximately $954 million. It is expected that the merger will be accounted for as a pooling-of-interest and be consummated in the third quarter of 1996. Consolidated Balance Sheets - ------------------------------------------------------------------------------------------------------------------------- March 31, March 31, December 31, 1996 1995 1995 - ------------------------------------------------------------------------------------------------------------------------- Assets (unaudited) (unaudited) Cash & non-interest bearing deposits $27,430,052 $33,752,596 $37,390,597 Interest bearing deposits 282,552 308,012 676,367 - ------------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents 27,712,604 34,060,608 38,066,964 - ------------------------------------------------------------------------------------------------------------------------- Investments held to maturity (approximate market value): March 31, 1995 - $39,473,000 - 39,167,317 - Securities available for sale 278,935,759 218,484,899 265,326,397 Loans 323,691,555 285,861,308 326,975,311 Less: Unearned discount ( 264,296) ( 317,757) ( 278,242) Allowance for possible loan losses ( 3,839,436) ( 3,257,973) ( 3,849,863) - ------------------------------------------------------------------------------------------------------------------------- Net loans 319,587,823 282,285,578 322,847,206 - ------------------------------------------------------------------------------------------------------------------------- Bank premises & equipment 13,799,525 14,099,624 13,898,077 Excess cost over fair value of net assets acquired 19,610,042 21,202,475 20,008,150 Accrued interest receivable 7,539,812 6,378,192 6,514,630 Other assets 3,925,046 4,389,084 3,557,959 - ------------------------------------------------------------------------------------------------------------------------- Total assets $671,110,611 $620,067,777 $670,219,383 - ------------------------------------------------------------------------------------------------------------------------- Liabilities & stockholders' equity Non-interest bearing deposits $71,189,774 $74,604,945 $82,694,865 Interest bearing deposits 475,471,833 446,769,918 468,797,581 - ------------------------------------------------------------------------------------------------------------------------- Deposits 546,661,607 521,374,863 551,492,446 - ------------------------------------------------------------------------------------------------------------------------- Short-term borrowings 32,450,000 21,800,000 32,725,000 Securities sold under agreements to repurchase 26,051,804 17,175,262 18,635,335 Accrued taxes & other expenses 4,925,684 3,510,164 5,033,133 Other liabilities 305,232 205,668 226,065 - ------------------------------------------------------------------------------------------------------------------------- Total liabilities $610,394,327 $564,065,957 $608,111,979 - ------------------------------------------------------------------------------------------------------------------------- Stockholders' equity Preferred stock - $1 par value, 1,000,000 shares authorized: Series A perpetual, $1,000 stated value, 8.25%, 7,000 shares authorized, 5,000 shares issued and outstanding 5,000,000 5,000,000 5,000,000 Series B convertible, $1,000 stated value, 7.50%, 7,250 shares authorized, issued and outstanding 7,250,000 7,250,000 7,250,000 Series D perpetual, $1,000 stated value, 7.50%, 3,300 shares authorized, 2,000 shares issued and outstanding 2,000,000 2,000,000 2,000,000 Common stock- $5.00 par value March 31, March 31, December 31, No. of Shares 1996 1995 1995 Authorized 15,000,000 15,000,000 15,000,000 Issued 6,550,113 6,526,227 6,544,347 Outstanding 6,550,113 6,524,217 6,544,347 32,750,565 32,631,135 32,721,735 Retained earnings 14,700,387 10,845,158 13,893,248 Unrealized gain (loss) on securities available for sale, net of tax ( 984,668) ( 1,708,128) 1,242,421 Less: Treasury stock, (2,010 shares at cost, March 31, 1995) - ( 16,345) - - ------------------------------------------------------------------------------------------------------------------------- Stockholders' equity $60,716,284 $56,001,820 $62,107,404 - ------------------------------------------------------------------------------------------------------------------------- Total liabilities & stockholders' equity $671,110,611 $620,067,777 $670,219,383 - ------------------------------------------------------------------------------------------------------------------------- See notes to unaudited consolidated financial statements.
Consolidated Statements of Earnings - ----------------------------------------------------------------------------------------------------------------------------------- Three Months Ended March 31, 1996 1995 Interest income (unaudited) (unaudited) Interest & fees on loans $7,089,366 $6,443,026 Interest & dividends on investment securities: Taxable 3,490,074 3,333,761 Exempt from federal income tax 422,974 553,975 Other interest income 86,314 102,981 - ----------------------------------------------------------------------------------------------------------------------------------- Interest income 11,088,728 10,433,743 - ----------------------------------------------------------------------------------------------------------------------------------- Interest expense Interest on deposits 5,071,831 4,535,318 Interest on short-term borrowings 537,714 563,787 - ----------------------------------------------------------------------------------------------------------------------------------- Interest expense 5,609,545 5,099,105 - ----------------------------------------------------------------------------------------------------------------------------------- Net interest income 5,479,183 5,334,638 Provision for possible loan losses 100,000 51,000 - ----------------------------------------------------------------------------------------------------------------------------------- Net interest income after provision for possible loan losses 5,379,183 5,283,638 - ----------------------------------------------------------------------------------------------------------------------------------- Other income Trust fees 663,196 648,939 Service charges on deposits 487,151 499,677 Net gains on loans sold to secondary market 95,495 16,547 Investment securities gains, net 68,919 22,518 Other operating income 600,483 419,862 - ----------------------------------------------------------------------------------------------------------------------------------- Other income 1,915,244 1,607,543 - ----------------------------------------------------------------------------------------------------------------------------------- Other expenses Salaries 1,984,716 2,007,503 Pension, profit sharing, & other employee benefits 353,246 320,017 Net occupancy of bank premises 563,846 538,409 Furniture & equipment 235,591 295,782 Federal deposit insurance premiums 1,500 280,774 Amortization of excess cost over fair value of net assets acquired 398,108 398,108 Other 1,412,951 1,212,479 - ----------------------------------------------------------------------------------------------------------------------------------- Other expense 4,949,958 5,053,072 - ----------------------------------------------------------------------------------------------------------------------------------- Earnings before income taxes 2,344,469 1,838,109 Applicable income taxes 854,730 539,306 - ----------------------------------------------------------------------------------------------------------------------------------- Net earnings $1,489,739 $1,298,803 =================================================================================================================================== Earnings per share (On weighted average outstanding common shares of 6,746,278 in 1996 and 6,676,422 in 1995) $.18 $.15 - ----------------------------------------------------------------------------------------------------------------------------------- See notes to unaudited consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS Three months ended March 31, 1996 and 1995 (unaudited) 1996 1995 ------- ------- Cash flows from operating activities: Net earnings $1,489,739 $1,298,803 Adjustments to reconcile net earnings to net cash from operating activities: Amortization net, related to: Investment securities 286,744 354,946 Excess of cost over net assets acquired 398,108 398,108 Other 91,655 79,456 Depreciation 236,114 278,242 Provision for possible loan losses 100,000 51,000 Gain on sale related to: Investment securities ( 68,919) ( 22,518) Loans sold to secondary market ( 95,495) ( 16,547) Change in: Accrued interest receivable ( 1,025,182) ( 543,186) Other assets ( 367,087) ( 691,812) Accrued taxes & other expenses ( 107,449) 1,750,652 Other liabilities 1,226,455 ( 97,450) ------------------------------------------------------------------------------------------------------- Net cash from operating activities 2,164,683 2,839,694 ------------------------------------------------------------------------------------------------------- Cash flows from investing activities: Purchase of investment securities held-to-maturity - ( 910,701) Purchase of securities available for sale ( 81,100,144) ( 29,281,919) Proceeds from: Maturities of investment securities held-to-maturity - 2,262,303 Maturities of securities available for sale 25,773,637 9,075,000 Sales of securities available for sale 38,124,943 12,044,237 Net (increase) decrease in loans 3,176,790 ( 1,618,275) Purchase of bank premises & equipment ( 151,129) ( 136,685) ------------------------------------------------------------------------------------------------------- Net cash from investing activities ( 14,175,903) ( 8,566,040) ------------------------------------------------------------------------------------------------------- Cash flows from financing activities: Net increase (decrease) in: Deposits ( 4,830,839) ( 2,318,540) Securities sold under agreements to repurchase 7,416,469 1,089,390 Short term borrowings ( 275,000) ( 4,385,000) Reissuance of treasury stock - 133,417 Exercised stock options 15,800 - Cash dividends paid ( 669,570) ( 602,672) ------------------------------------------------------------------------------------------------------- Net cash from financing activities 1,656,860 ( 6,083,405) ------------------------------------------------------------------------------------------------------- Decrease in cash and cash equivalents ( 10,354,360) ( 11,809,751) Cash and cash equivalents, beginning of year 38,066,964 45,870,359 ------------------------------------------------------------------------------------------------------- Cash and cash equivalents, for three months ended March 31 $27,712,604 $34,060,608 ------------------------------------------------------------------------------------------------------- See notes to unaudited consolidated financial statements.
EX-4 2 July 16, 1993 Mr. James M. Flanagan Thomas D. Flanagan, Esq. Heil, Heil, Smart & Golee Flanagan, Bilton & Brannigan 1515 Chicago Avenue 130 E. Randolph Drive, Suite 1900 Evanston, Illinois 60204 Chicago, Illinois 60601 Board of Directors First Northbrook Bancorp, Inc. 1300 Meadow Road Northbrook, Illinois 60062 Re: Agreement and Plan of Reorganization Ladies and Gentlemen: We reference that certain Agreement and Plan of Reorganization dated as of July 26, 1992 (the "Agreement"), among Premier Financial Services, Inc. ("Premier"), Premier Acquisition Company and First Northbrook Bancorp, Inc. Terms defined in the Agreement are used herein with the same meaning. This letter agreement describes, as among ourselves, our agreement that Premier will revise the terms of the Premier Series B Preferred Stock and Premier Series D Preferred Stock to provide that all dividends payable on account of such stock will be cumulative as soon as such cumulative Premier Series B Preferred Stock and Premier Series D Preferred Stock would qualify as "Tier 1 Capital" pursuant to Appendix A of Regulation Y, as promulgated by the Board of Governors of the Federal Reserve System. Please acknowledge your acceptance hereof by executing this letter agreement in the space provided below. The parties acknowledge that this letter is being given to induce James M. Flanagan and Thomas D. Flanagan to consummate the transactions contemplated by the Agreement. Very truly yours, PREMIER FINANCIAL SERVICES, INC. PREMIER ACQUISITION COMPANY By: /s/ Richard L. Geach By: /s/ Richard L. Geach Richard L. Geach Richard L. Geach President President EX-10 3 PREMIER FINANCIAL SERVICES, INC. 1988 NON-QUALIFIED STOCK OPTION PLAN SECTION 1. Establishment. There is hereby established the 1988 Non-Qualified Stock Option Plan pursuant to which key employees of PREMIER FINANCIAL SERVICES, INC. (the "Company"), a Delaware corporation, and its subsidiaries may be granted options to purchase shares of common stock of the Company, par value $5.00 per share ("Common Stock"). SECTION 2. Purpose. The purpose of the Plan is to provide a means whereby key employees of the Company or any Subsidiary may be given the opportunity to purchase stock of the Company under options. The Plan is intended to advance the interests of the Company by encouraging stock ownership or additional stock ownership by key employees of the Company or any Subsidiary and to advance the interests of the Company by strengthening its ability to hire and retain highly qualified personnel and to give such personnel added incentive. SECTION 3. Eligibility. All key employees of the Company or any of its Subsidiaries, who have substantial management responsibilities and are employed at the time of the adoption of this Plan or thereafter, shall be eligible to be granted options to purchase share of Common Stock under this Plan. Whether a key employee becomes an Optionee under this Plan shall be determined in accordance with Section 5. SECTION 4. Number of shares Covered by Options. The total number of shares which may be issued and sold pursuant to options granted under this Plan shall be 100,000 shares of the Company's Common Stock. The Stock to be optioned under the Plan may be either authorized and unissued shares or issued shares which shall have been reacquired by the Company. Such shares are subject to adjustment in accordance with the provisions of Section 7 hereof. The shares involved in the unexercised portion of any terminated or expired options under the Plan may again be optioned under the Plan. SECTION 5. Granting of Options. Subject to the provisions of this Plan, the Board of Directors of the Company ("Board of Directors") may, within ten years from the date this Plan is adopted from time to time grant options to any key employee ("Optionee") for such number of shares of Common Stock and upon such terms and conditions as in the judgment of the Board of Directors shall be desirable. Nothing contained in this Plan shall be deemed to give any employee any right to be granted an option to purchase shares of Common Stock except to the extent and upon such terms and conditions as may be determined by the Board of Directors. The vote of any person who is eligible for an option pursuant to Section 3 of the Plan shall not be counted in calculating the total number of Directors of the Company voting in favor of or against any matter relating to any option granted or to be granted hereunder to such person. SECTION 6. Terms of Options. Each option granted under this Plan shall be evidenced by an agreement ("Stock Option Agreement") which shall be executed by the President of the Company and by the employee to whom such option is granted, and shall be subject to the following terms and conditions: (a) The price at which each share of Common Stock covered by each option may be purchased shall be determined in each case on the date of grant by the Board of Directors, but shall not be less than the fair market value of shares of Common Stock at the time the option is granted. For purposes of this Section, the fair market value of shares of Common Stock on any day shall be the bid price of a share of Common Stock in the over-the-counter market as reported on the date of grant in the Midwest Edition of The Wall Street Journal, or, if there is no sale in the over-the-counter market on such day, such fair market value shall be the average of (i) the bid price on the day immediately preceding such day on which there was a sale and (ii) the bid price on the day next succeeding such day on which there is a sale, or as otherwise determined by the Board of Directors in its discretion. (b) The option price of the shares to be purchased pursuant to each option shall be paid in full in cash at the time of the exercise of the option and prior to the issuance of any Stock purchased thereto. (c) Each Stock Option Agreement shall provide that such option may be exercised by the Optionee in such parts and at such times as may be specified in such Agreement. Any option granted hereunder shall expire not later than the first to occur of the following: (i) The expiration of ten years from the date such option is granted (hereinafter called the "Option Period"). (ii) The expiration of three months after the date of either (a) the retirement of the Optionee under any retirement plan of the Company or any Subsidiary or (b) the termination of the employment of the Optionee with the Company or any Subsidiary due to total and permanent disability. The Board of Directors of the Company may provide by resolution, however, that any terms of this subparagraph (ii) of paragraph (c) shall not apply to any option or portion of an option. (iii) The expiration of the period of six months after the date of the Optionee's death, or (iv) The expiration of the Option Period, by the person or persons entitled to do so under the Optionee's will, or if the Optionee shall fail to make testamentary disposition of said Option, or shall die interstate, by the Optionee's legal representative or representatives. (v) The termination of employment of the Optionee with the Company or any Subsidiary for a reason other than those expressed in subparagraphs (ii) and (iii) of this paragraph (c). (d) Notwithstanding anything herein to the contrary, no option granted under the Plan prior to approval of the Plan by the stockholders may be exercised before such approval, and in the event this Plan is disapproved by the stockholders, then any option granted hereunder shall become null and void. (e) Each option and right granted under this Plan shall by its terms be non-transferable by the Optionee except to their trust, or by will or by the law of descent and distribution, and each option or right shall be exercisable during the Optionee's lifetime only by him. (f) The Stock Option Agreement entered into pursuant hereto may contain such other terms, provision and conditions not inconsistent herewith as shall be determined by the Board of Directors including, without limitation, provisions (i) requiring the giving of satisfactory assurances by the Optionee that the shares are purchased for investment and not with a view to resale in connection with the distribution of such shares, and will not be transferred in violation of applicable securities laws, (ii) restricting the transferability of such shares during a specific period and (iii) requiring the resale of such shares to the Company at the option price if the employment of the Optionee terminates prior to a specified time. SECTION 7. Adjustment of Number of Shares. In the event that a dividend shall be declared upon the shares of Common Stock payable in shares of Common Stock, the number of shares of Common Stock then subject to any option granted hereunder and the number of shares reserved for issuance pursuant to this Plan but not yet covered by an option, shall be adjusted by adding to each of such shares the number of shares which would be distributable thereon if such share had been outstanding on the date fixed for determining the stockholders entitled to receive such stock dividend. In the event that the outstanding shares of Common Stock shall be changed into or exchanged for a different number or kink of shares of stock or other securities of the Company or of another corporation, whether through reorganization, recapitalization, stock split-up, combination of shares, merger or consolidation then there shall be substituted for each share of Common Stock subject to any such option and for each share of Common Stock reserved for issuance pursuant to the Plan but not yet covered by an option, the number and kind of share of stock or other securities into which each outstanding share of Common Stock shall be so changed or for which each such share shall be exchanged; provided, however, that in the event that such change or exchange results from a merger or consolidation, and in the judgment of the Board of Directors such substitution cannot be effected or would be inappropriate, or if the Company shall sell all or substantially all of its assets, the Company shall use reasonable efforts to effect some other adjustment of each then outstanding option which the Board of Directors, in its sole discretion, shall deem equitable. In the event that there shall be any change, other than as specified above in this Section 7, in the number of kind of outstanding shares of Common Stock, then if the Board of Directors shall determine that such change equitably requires an adjustment in the number or kind of shares theretofore reserved for issuance pursuant to the Plan but not yet covered by an option and of the shares of Common Stock then subject to an option or options, such adjustment shall be made by the Board of Directors and shall be effective and binding for all purposes of this Plan and of each Stock Option Agreement. In the case of any such substitution or adjustment as provided for in the is Section, the option price in each Stock Option Agreement for each share covered thereby prior to such substitution or adjustment will be the option price for all shares of stock or other securities which shall have been substituted for such shares or to which such share shall have been adjusted pursuant to this Section 7 shall require the Company, in any Stock Option Agreement, to sell a fractional share, and the total substitution or adjustment with respect to each Stock Option Agreement shall be limited accordingly. SECTION 8. Administration. The Board of Directors of the Company shall interpret the Plan and may prescribe, amend and rescind rules and regulations relating to the Plan by majority vote of those Directors who are disinterested parties tot he Plan. In addition to determining the terms and conditions of the respective Option Agreements it shall make all other determinations deemed necessary or advisable for the administration of the Plan; provided, that any such determination shall not be inconsistent with the provisions of this Plan. SECTION 9. Amendments. This Plan may be terminated or amended from time to time by vote of the Board of Directors; provided, however, that no amendment which shall increase the total number of shares which may be issued and sold pursuant to options granted under this Plan, nor any amendment that materially modifies the requirements contained in SECTION 3. Eligibility hereof, shall be effective without the approval of stockholders. SECTION 10. Effective Date and Stockholder Approval. The Plan becomes initially effective upon adoption by the Board of Directors of the Company, subject, however, to approval at the next annual meeting of the stockholders, or at any prior meeting of the stockholders at which the Plan is submitted for approval. SECTION 11. Termination. The Plan shall terminate of January 28, 1998; provided however, that the Board of Directors may terminate the Plan at any time prior thereto. Termination of the Plan shall not impair any of the rights or obligations under any option granted under the Plan without the consent of the Optionee. SECTION 12. Employment Status. The transfer of employment from the Company to a Subsidiary of the Company, or from a Subsidiary to the Company, or from a Subsidiary to another Subsidiary, shall not constitute a termination of employment for the purpose of the Plan. Options granted under the Plan shall not be affected by any change of status in connection with the employment of the Optionee or by leave of absence authorized by the Company or a Subsidiary. SECTION 13. Proceeds from Sale of Stock. Proceeds from the sale of Stock issued upon the exercise of options granted pursuant to the Plan shall be added to the general funds of the Company. SECTION 14. Exemption from Liability. The members of the Board of Directors of the Company and each of them, shall be free from all liability, joint or several, for their acts, omissions and conduct, and for the acts, omissions and conduct of their duly constituted agents, in carrying out the responsibilities of said Board of Directors under the Plan, and the Company shall indemnify and save them and each of them harmless from the effects and consequences of their acts, omissions and conduct in their official capacity, except to the extent that such effects and consequences shall result from their own willful misconduct. SECTION 15. Right to Repurchase. In the event a person who has acquired Stock pursuant to an option granted under the Plan offers to sell shares of such Stock, the Company shall have the first right of purchase. Such person shall make a written offer to the Company and the Company shall have first right of purchase, and if it exercises this right, and so long as its stock is traded over-the-counter, the amount payable for each share of Stock shall be the mean of the bid and ask prices as of the most recently published quotation of the bid and ask prices prior to the date of offer to sell as such published quotation is evidenced in the Midwest Edition of The Wall Street Journal for such Stock. If the Company wishes to exercise its right to purchase, the Company must express its decision in a written statement signed by an official representative of the Company and the statement must be delivered to the person offering the Stock within two regular business days from the date the person offers to sell the Stock. SECTION 16. Governing Laws. The Plan shall be construed, administered and governed in all respects under and by the Laws of the State of Illinois. Each Option Agreement granted under the Plan shall be construed, administered and governed all respects under and by the laws of the of the State of Illinois. SECTION 17. Date of Adoption. This Plan was adopted by the Board of Directors of the Company on January 28, 1988, which is the effective date of the Plan. SECTION 18. Adoption by Subsidiaries. Any subsidiary of the Company may adopt the Plan by means of a resolution of such subsidiary's board of directors for the benefit of its key employees; provided, however, such adoption must have a prior approval of the Board of Directors of the Company as evidenced by a resolution of the Board. * * * * * * * * * * * * * * IN WITNESS WHEREOF, PREMIER FINANCIAL SERVICES, INC. has caused this Plan to be executed by its President and attested by its Secretary and caused its corporate seal to be hereunto affixed. Dated this 28th day of January, 1988, but effective January 28, 1988. PREMIER FINANCIAL SERVICES, INC. By: /S/ Richard L. Geach President ATTEST: By: /s/ Michael J. Lester Secretary EX-27 4
9 3-MOS DEC-31-1996 MAR-31-1996 27,430,052 282,552 0 0 278,935,759 0 0 323,691,555 3,839,436 671,110,611 546,661,607 32,450,000 31,282,720 0 32,750,565 0 14,250,000 13,715,719 671,110,611 7,089,366 3,913,048 86,314 11,088,728 5,071,831 5,609,545 5,479,183 100,000 68,919 4,949,958 2,344,469 1,489,739 0 0 1,489,739 .18 .18 3.94 1,881,902 831,515 0 0 3,849,863 231,716 121,289 3,839,436 2,788,436 0 1,051,000
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