SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 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 0-10537 ------------ OLD SECOND BANCORP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 36-3143493 - ------------------------ --------------------------------------- (State of Incorporation) (I.R.S. Employer Identification Number) 37 SOUTH RIVER STREET, AURORA, ILLINOIS 60506 ------------------------------------------------------------ (Address of principal executive offices, including Zip Code) (630) 892-0202 ---------------------------------------------------- (Registrant's telephone number, including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of Class Name of each exchange on which registered NONE NONE -------------- ----------------------------------------- Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $1.00 PAR VALUE ----------------------------- (Title of Class) PREFERRED STOCK --------------- (Title of Class) 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 ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by Reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of March 21, 2000, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately $120 million* based upon the price of the last sale on that date. The number of shares outstanding of the registrant's common stock, par value $1.00 per share, was 5,904,754 at March 21, 2000. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company's 1999Annual Report are incorporated by reference into Parts I, II and IV. Portions of the Company's Proxy Statement for the 2000 Annual Meeting of Stockholders are incorporated by reference into Part III. - ---------------- * Based on the last reported price of an actual transaction in registrant's common stock on March 21, 2000 and reports of beneficial ownership filed by directors and executive officers of registrant and by beneficial owners of more than 5% of the outstanding shares of common stock of registrant; however, such determination of shares owned by affiliates does not constitute an admission of affiliate status or beneficial interest in shares of registrant's common stock.
OLD SECOND BANCORP, INC. FORM 10-K INDEX <TABLE> <CAPTION> PART I Page No. ------ -------- <S> <C> <C> Item 1 Business 3 - 12 Item 2 Properties 13 Item 3 Legal Proceedings 13 Item 4 Submission of Matters to a Vote of Security Holders 13 PART II ------- Item 5 Market for the Registrant's Common Equity and Related Stockholder Matters 13 Item 6 Selected Financial Data 13 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 13 Item 7A Quantitative and Qualitative Disclosures about Market Risk 14 Item 8 Financial Statements and Supplementary Data 14 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 14 PART III -------- Item 10 Directors and Executive Officers of the Registrant 14 Item 11 Executive Compensation 15 Item 12 Security Ownership of Certain Beneficial Owners and Management 15 Item 13 Certain Relationships and Related Transactions 15 PART IV ------- Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K 15 - 16 Signatures 17 </TABLE> Page 2
PART I ITEM 1. BUSINESS Old Second Bancorp, Inc. (the "Company" or the "Registrant") was organized under the laws of Delaware on September 8, 1981. It is a registered bank holding company under the Bank Holding Company Act of 1956 (the "Act"). The Company's office is located at 37 South River Street, Aurora, Illinois 60506. The Company conducts a full service community banking and trust business through its wholly-owned subsidiaries, The Old Second National Bank of Aurora, Yorkville National Bank, Bank of Sugar Grove, Burlington Bank, Kane County Bank and Trust Company, and Maple Park Mortgage. The banking subsidiaries are referred to herein as "the Banks." During 1999, the Company simplified its organizational structure by eliminating two bank charters. The Old Second Community Bank of North Aurora and Old Second Community Bank of Aurora were merged into The Old Second National Bank of Aurora ("Old Second"). The Banks' full service banking businesses include the customary consumer and commercial products and services which banks provide. The following services are included: demand, savings, time deposit, individual retirement and Keogh deposit accounts; commercial, industrial, consumer and real estate lending, including installment loans, student loans, farm loans, lines of credit and overdraft checking; safe deposit operations; trust services; and an extensive variety of additional services tailored to the needs of individual customers, such as the acquisition of U.S. Treasury notes and bonds, the sale of traveler's checks, money orders, cashier's checks and foreign currency, direct deposit, discount brokerage debit cards, credit cards, and other special services. Commercial and consumer loans are made to corporations, partnerships and individuals, primarily on a secured basis. Commercial lending focuses on business, capital, construction, inventory and real estate lending. Installment lending includes direct and indirect loans to consumers and commercial customers. Maple Park Mortgage ("Maple Park") originates residential mortgages and handles the secondary marketing of those mortgages. The Company's market area is highly competitive. Many financial institutions based in Aurora's surrounding communities and in Chicago, Illinois, operate banking offices in the greater Aurora area or actively compete for customers within the Company's market area. The Company also faces competition from finance companies, insurance companies, mortgage companies, securities brokerage firms, money market funds, loan production offices and other providers of financial services. The Company competes for loans principally through the range and quality of the services it provides, interest rates and loan fees. The Company believes that its long-standing presence in the community and personal service philosophy enhances its ability to compete favorably in attracting and retaining individual and business customers. The Company actively solicits deposit-related clients and competes for deposits by offering customers personal attention, professional service and competitive interest rates. Old Second Bank's primary market area is Aurora, Illinois, and its surrounding communities. The city of Aurora is located in northeastern Illinois, approximately 40 miles west of Chicago. Strategically situated on U.S. Interstate 88 (the East-West Tollway), Aurora is near the center of the four county area comprised of DuPage, Kane, Kendall and Will counties. Based upon the 1990 census, these counties together represent a market of more than 1.4 million people. The city of Aurora has a current reported population of approximately 120,000 residents. The banks offer banking services for retail, commercial, industrial, and public entity customers in the Aurora, Maple Park, Kaneville, North Aurora, Yorkville, Plano, Ottawa, Burlington, Elburn, Wasco and Sugar Grove communities and surrounding areas. Old Second also offers complete trust and other fiduciary services to commercial customers and individuals. Non-FDIC insured mutual funds, stocks, bonds, securities and annuities are provided by LPL Financial Services, Inc., a registered broker/dealer and member NASD, SIPC. The Banks are subject to vigorous competition from other banks and savings and loan associations, as well as credit unions and other financial institutions in the area. Within the Aurora banking market, which is geographically covers the southern two-thirds of Kane County and the northern one-third of Kendall County, there are in excess of 20 other banks. Page 3
Within the Yorkville National Bank market, which includes portions of Kane and LaSalle counties and all of Kendall county, there are approximately 10 other banks or banking facilities and several savings and loan associations. Since 1992, Maple Park has developed a wholesale (correspondent) division primarily engaged in soliciting mortgage loans in Iowa, Colorado, Wyoming and Illinois. The wholesale division emphasizes developing relationships with financial institutions. Maple Park currently holds contracts with over 300 banks and credit unions. Maple Park operates as a mortgage broker offering a wide range of products including conventional, fixed and adjustable-rate mortgages. The New Leaf division of Maple Park is located in St. Charles and specializes in assisting prospective and current homeowners who do not qualify in the traditional market to obtain mortgages. Maple Park faces vigorous competition in all phases of its retail and correspondent divisions. Competition for its retail products is principally based on location, convenience, quality and price. Within its retail mortgage banking market, there are approximately six large companies offering mortgage banking products and services and a number of small or mid-sized brokerage operations. Maple Park believes that competition for its correspondent division is primarily based on convenience, quality and price. There are several large national companies competing in their correspondent markets. At December 31, 1999, the Company employed 536 full-time equivalent employees. The Company places a high priority on staff development, which involves extensive training, including customer service training. New employees are selected on the basis of both technical skills and customer service capabilities. None of the Company's employees are covered by a collective bargaining agreement with the Company. The Company offers a variety of employee benefits and management considers its employee relations to be excellent. SUPERVISION AND REGULATION Financial institutions and their holding companies are extensively regulated under federal and state law. As a result, the growth and earnings performance of the Company can be affected not only by management decisions and general economic conditions, but also by the requirements of applicable state and federal statutes and regulations and the policies of various governmental regulatory authorities, including the Office of the Comptroller of the Currency (the "OCC"), the Board of Governors of the Federal Reserve System (the "Federal Reserve"), the Federal Deposit Insurance Company (the "FDIC"), the Illinois Office of Banks and Real Estate (the "Office"), the Internal Revenue Service and state taxing authorities and the Securities and Exchange Commission (the "SEC"). The effect of applicable statutes, regulations and regulatory policies can be significant, and cannot be predicted with a high degree of certainty. As a bank holding company, the Company is registered with, and is subject to regulation by, the Federal Reserve under the Bank Holding Company Act, as amended (the "BHCA"). In accordance with Federal Reserve policy, the Company is expected to act as a source of financial strength to the Bank and to commit resources to support the Bank in circumstances where the Company might not otherwise do so. Under the BHCA, the Company is subject to periodic examination by the Federal Reserve. The Company is also required to file with the Federal Reserve periodic reports of the Company's operations and such additional information regarding the Company and its subsidiary as the Federal Reserve may require. Under the BHCA, a bank holding company must obtain Federal Reserve approval before: (i) acquiring, directly or indirectly, ownership or control of any voting shares of another bank or bank holding company if, after the acquisition, it would own or control more than 5% of the shares of the other bank or bank holding company (unless it already owns or controls the majority of such shares); (ii) acquiring all or substantially all of the assets of another bank; or (iii) merging or consolidating with another bank holding company. Subject to certain conditions (including certain deposit concentration limits established by the BHCA), the Federal Reserve may allow a bank holding company to acquire banks located in any state of the United States without regard to whether the acquisition is prohibited by the law of the state in which the target bank is located. In approving interstate acquisitions, however, the Federal Reserve is required to give effect to applicable state law limitations on the aggregate amount of deposits that may be held by the acquiring bank holding company and its insured depository institution affiliates in the state in which the target bank is located (provided that those limits do not discriminate against out-of-state depository institutions or their holding companies) and state laws which require that the target bank have been in existence for a minimum period of time (not to exceed five years) before being acquired by an out-of-state bank holding company. The BHCA also generally prohibits the Company from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank and from engaging in any business other than that of banking, Page 4
managing and controlling banks or furnishing services to banks and their subsidiaries. This general prohibition is subject to a number of exceptions. The principal exception allows bank holding companies to engage in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve to be "so closely related to banking ... as to be a proper incident thereto." Under current regulations of the Federal Reserve, bank holding companies and their non-bank subsidiaries are permitted to engage in a variety of banking-related businesses, including the operation of a thrift, sales and consumer finance, equipment leasing, the operation of a computer service bureau (including software development), and mortgage banking and brokerage. The BHCA generally does not place territorial restrictions on the domestic activities of non-bank subsidiaries of bank holding companies. Federal law also prohibits any person or company from acquiring "control" of a bank or a bank holding company without prior notice to the appropriate federal bank regulator. "Control" is defined in certain cases as the acquisition of 10% of the outstanding shares of a bank or bank holding company. The Illinois Bank Holding Company Act permits Illinois bank holding companies to acquire control of banks in any state and permits bank holding companies whose principal place of business is in another state to acquire control of Illinois banks or bank holding companies upon satisfactory application to the Illinois office of Banks and Real Estate. Under the Illinois Banking Act (the "IBA") and the National Bank Act impose limitations on the amount of dividends that may be paid by banks. Generally, a bank may pay dividends out of its undivided profits, in such amounts and at such time as the bank's board of directors deems prudent. Without prior approval, however, a bank may not pay dividends in any calendar year which, in the aggregate, exceed the bank's year-to-date net income plus the bank's retained net income for the two preceding years. The payment of dividends by any financial institution or its holding company is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a financial institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized. As described above, the Bank exceeded its minimum capital requirements under applicable guidelines as of December 31, 1999. As of December 31, 1999, approximately $10.8 million was available to be paid as dividends to the Company by the Bank. Notwithstanding the availability of funds for dividends, however, banking regulators may prohibit the payment of any dividends by the Bank if it is determined that such payment would constitute an unsafe or unsound practice. Federal banking regulators require banks and bank holding companies to maintain minimum levels of capital. If capital falls below minimum guideline levels, a bank holding company, among other things, may be denied approval to acquire or establish additional banks or non-bank businesses. The capital guidelines establish the following minimum regulatory capital requirements: a risk-based requirement expressed as a percentage of total risk-weighted assets, and a leverage requirement expressed as a percentage of total assets. The risk-based requirement consists of a minimum ratio of total capital to total risk-weighted assets of 8%, at least one-half of which must be Tier 1 capital. The leverage requirement consists of a minimum ratio of Tier 1 capital to total assets of 3% for the most highly rated companies, with a minimum requirement of 4% for all others. For purposes of these capital standards, Tier 1 capital consists primarily of permanent stockholders' equity less intangible assets (other than certain mortgage servicing rights and purchased credit card relationships). Total capital consists primarily of Tier 1 capital plus certain other debt and equity instruments which do not qualify as Tier 1 capital and a portion of the Company's allowance for loan and lease losses. The risk-based and leverage standards described above are minimum requirements. Higher capital levels will be required if warranted by the particular circumstances or risk profiles of individual banking organizations. For example, the capital guidelines contemplate that additional capital may be required to take adequate account of, among other things, interest rate risk, or the risks posed by concentrations of credit, nontraditional activities or securities trading activities. Further, any banking organization experiencing or anticipating significant growth would be expected to maintain capital ratios, including tangible capital positions (i.e., Tier 1 capital less all intangible assets), well above the minimum levels. As of December 31, 1999, the Company had regulatory capital in excess of the Federal Reserve's minimum requirements, with a risk-based capital ratio of 14.61% and a leverage ratio of 10.17%. The Delaware General Company Law (the "DGCL") allows the Company to pay dividends only out of its surplus (as Page 5
defined and computed in accordance with the provisions of the DGCL) or if the Company has no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Additionally, the Federal Reserve has issued a policy statement with regard to the payment of cash dividends by bank holding companies. The policy statement provides that a bank holding company should not pay cash dividends which exceed its net income or which can only be funded in ways that weaken the bank holding company's financial health, such as by borrowing. The Federal Reserve also possesses enforcement powers over bank holding companies and their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies. The Company's common stock is registered with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Consequently, the Company is subject to the information, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the Exchange Act. As FDIC-insured institutions, the banks are required to pay deposit insurance premium assessments to the FDIC. The FDIC has adopted a risk-based assessment system under which all insured depository institutions are placed into one of nine categories and assessed insurance premiums based upon their respective levels of capital and results of supervisory evaluations. Institutions classified as well-capitalized (as defined by the FDIC) and considered healthy pay the lowest premium while institutions that are less than adequately capitalized (as defined by the FDIC) and considered of substantial supervisory concern pay the highest premium. Risk classification of all insured institutions is made by the FDIC for each semi-annual assessment period. The FDIC may terminate the deposit insurance of any insured depository institution if the FDIC determines, after a hearing, that the institution (i) has engaged or is engaging in unsafe or unsound practices, (ii) is in an unsafe or unsound condition to continue operations or (iii) has violated any applicable law, regulation, order, or any condition imposed in writing by, or written agreement with, the FDIC. The FDIC may also suspend deposit insurance temporarily during the hearing process for a permanent termination of insurance if the institution has no tangible capital. Management of the Company is not aware of any activity or condition that could result in termination of the deposit insurance of the Bank. Federal law provides the federal banking regulators with broad power to take prompt corrective action to resolve the problems of undercapitalized institutions. The extent of the regulators' powers depends on whether the institution in question is "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" or "critically undercapitalized," in each case as defined by regulation. Depending upon the capital category to which an institution is assigned, the regulators' corrective powers include: requiring the institution to submit a capital restoration plan; limiting the institution's asset growth and restricting its activities; requiring the institution to issue additional capital stock (including additional voting stock) or to be acquired; restricting transactions between the institution and its affiliates; restricting the interest rate the institution may pay on deposits; ordering a new election of directors of the institution; requiring that senior executive officers or directors be dismissed; prohibiting the institution from accepting deposits from correspondent banks; requiring the institution to divest certain subsidiaries; prohibiting the payment of principal or interest on subordinated debt; and ultimately, appointing a receiver for the institution. As of December 31, 1999, the Company and the banks were well capitalized. National banks headquartered in Illinois, such as the Bank, have the same branching rights in Illinois as banks chartered under Illinois law. Illinois law grants Illinois-chartered banks the authority to establish branches anywhere in the State of Illinois, subject to receipt of all required regulatory approvals. Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Riegle-Neal Act"), both state and national banks are allowed to establish interstate branch networks through acquisitions of other banks, subject to certain conditions, including certain limitations on the aggregate amount of deposits that may be held by the surviving bank and all of its insured depository institution affiliates. The establishment of new interstate branches or the acquisition of individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) is allowed by the Riegle-Neal Act only if specifically authorized by state law. The legislation allowed individual states to "opt-out" of certain provisions of the Riegle-Neal Act by enacting appropriate legislation prior to June 1, 1997. Illinois has enacted legislation permitting interstate mergers beginning on June 1, 1997, subject to certain conditions, including a prohibition against interstate mergers involving an Illinois bank that has been in existence and continuous operation for fewer than five years. Page 6
Federal Reserve regulations, as presently in effect, require depository institutions to maintain non-interest earning reserves against their transaction accounts (primarily NOW and regular checking accounts), as follows: for transaction accounts aggregating $39.3 million or less, the reserve requirement is 3% of total transaction accounts; and for transaction accounts aggregating in excess of $39.3 million, the reserve requirement is $1.179 million plus 10% of the aggregate amount of total transaction accounts in excess of $39.3 million. The first $5.0 million of otherwise reservable balances are exempted from the reserve requirements. These reserve requirements are subject to annual adjustment by the Federal Reserve. The Bank is in compliance with the foregoing requirements. STATISTICAL DATA The statistical data required by Guide 3 of the Guides for Preparation and Filing of Reports and Registration Statements under the Securities Exchange Act of 1934 is set forth in the following pages. This data should be read in conjunction with the consolidated financial statements, related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" as set forth in the 1999 Annual Report incorporated herein by reference (attached hereto as Exhibit 13). All dollars in the tables are expressed in thousands. Page 7
The following table sets forth certain information relating to the Company's average consolidated balance sheets and reflects the yield on average earning assets and cost of average liabilities for the years indicated. Rates are derived by dividing the related interest by the average balance of assets or liabilities. Average balances are derived from daily balances. ANALYSIS OF AVERAGE BALANCES, TAX EQUIVALENT INTEREST AND RATES YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997 <TABLE> <CAPTION> 1999 1998 --------------------------------- --------------------------------- Average Average Balance Interest Rate Balance Interest Rate ---------- ---------- -------- ----------- --------- ------- <S> <C> <C> <C> <C> <C> <C> ASSETS Interest bearing deposits $ 545 $ 35 6.42% $ 412 $ 26 6.31% Federal funds sold 31,720 1,566 4.94 62,980 3,372 5.35 Securities: Taxable 223,707 13,421 6.00 197,219 12,231 6.20 Non-taxable (tax equivalent) 52,749 3,676 6.97 56,785 4,008 7.06 ---------- ---------- -------- ----------- --------- ------- Total securities 276,456 17,097 6.18 254,004 16,239 6.39 Loans and loans held for sale 600,917 49,319 8.21 575,239 49,598 8.62 ---------- ---------- -------- ----------- --------- ------- Total interest earning assets 909,638 68,017 7.48 892,635 69,235 7.76 Cash and due from banks 34,923 - - 35,824 - - Allowance for loan losses (8,244) - - (7,478) - - Other noninterest-bearing assets 45,628 - - 41,439 - - ---------- ---------- -------- ----------- --------- ------- Total assets $ 981,945 68,017 6.93 $ 962,420 69,235 7.19 ========== ---------- -------- =========== --------- ------- LIABILITIES AND STOCKHOLDERS' EQUITY Interest bearing transaction accounts $ 67,090 1,120 1.67 $ 91,003 1,496 1.64 Savings accounts 308,422 8,478 2.75 244,048 7,580 3.11 Time deposits 335,862 17,618 5.25 354,642 20,287 5.72 ---------- ---------- -------- ----------- --------- ------- Interest bearing deposits 711,374 27,216 3.83 689,693 29,363 4.26 Repurchase agreements 18,146 698 3.85 19,511 828 4.24 Federal funds purchased and other borrowed funds 2,921 122 4.18 3,102 162 5.22 Notes payable 18,965 1,118 5.90 29,343 1,876 6.39 ---------- ---------- -------- ----------- --------- ------- Total interest bearing liabilities 751,406 29,154 3.88 741,649 32,229 4.35 Noninterest bearing deposits 116,623 - - 115,723 - - Accrued interest and other liabilities 11,032 - - 10,570 - - Stockholders' equity 102,884 - - 94,478 - - ---------- ---------- -------- ----------- --------- ------- Total liabilities and stockholders' equity $ 981,945 29,154 2.97 $ 962,420 32,229 3.35 ========== ---------- -------- =========== --------- ------- Net interest income (tax equivalent) $ 38,863 $ 37,006 ========== ========= Net interest income (tax equivalent) to total earning assets 4.27% 4.15% ========== ========= Interest bearing liabilities to earnings assets 82.60% 83.09% ========== =========== <CAPTION> 1997 -------------------------------- Average Balance Interest Rate ---------- --------- -------- <S> <C> <C> <C> ASSETS Interest bearing deposits $ 298 $ 22 7.38% Federal funds sold 43,803 2,407 5.50 Securities: Taxable 204,352 13,025 6.37 Non-taxable (tax equivalent) 61,830 4,425 7.16 ---------- --------- -------- Total securities 266,182 17,450 6.56 Loans and loans held for sale 521,680 46,585 8.93 ---------- --------- -------- Total interest earning assets 831,963 66,464 7.99 Cash and due from banks 34,513 - - Allowance for loan losses (6,664) - - Other noninterest-bearing assets 41,548 - - ---------- --------- -------- Total assets $ 901,360 66,464 7.37 ========== --------- -------- LIABILITIES AND STOCKHOLDERS' EQUITY Interest bearing transaction accounts $ 111,170 2,194 1.97 Savings accounts 185,304 5,726 3.09 Time deposits 373,433 21,672 5.80 ---------- --------- -------- Interest bearing deposits 669,907 29,592 4.42 Repurchase agreements 13,958 690 4.94 Federal funds purchased and other borrowed funds 3,415 180 5.27 Notes payable 8,991 589 6.55 ---------- --------- -------- Total interest bearing liabilities 696,271 31,051 4.46 Noninterest bearing deposits 109,219 - - Accrued interest and other liabilities 9,014 - - Stockholders' equity 86,856 - - ---------- --------- -------- Total liabilities and stockholders' equity $ 901,360 31,051 3.44 ========== --------- -------- Net interest income (tax equivalent) $ 35,413 ========= Net interest income (tax equivalent) to total earning assets 4.26% ========= Interest bearing liabilities to earnings assets 83.69% ========== </TABLE> Notes: Nonaccrual loans are included in the above stated average balances. Tax equivalent basis is calculated using a marginal tax rate of 34%. Page 8
The following table allocates the changes in net interest income to changes in either average balances or average rates for earnings assets and interest bearing liabilities. The changes in interest due to both volume and rate have been allocated proportionately to the change due to balance and due to rate. Interest income is measured on a tax equivalent basis using a 34% rate. ANALYSIS OF YEAR-TO-YEAR CHANGES IN NET INTEREST INCOME <TABLE> <CAPTION> 1999 Compared to 1998 1998 Compared to 1997 ----------------------------------------- ----------------------------------------- Change Due to Change Due to -------------------------- -------------------------- Average Average Total Average Average Total Balance Rate Change Balance Rate Change ------------ ----------- ------------ ----------- ----------- ------------ <S> <C> <C> <C> <C> <C> <C> EARNING ASSETS/INTEREST INCOME Interest bearing deposits $ 8 $ 1 $ 9 $ 7 $ (3) $ 4 Federal funds sold (1,562) (244) (1,806) 1,028 (63) 965 Securities: Taxable 1,600 (410) 1,190 (448) (346) (794) Tax-exempt (282) (50) (332) (357) (60) (417) Loans and loans held for sale 2,163 (2,442) (279) 4,659 (1,646) 3,013 ------------ ----------- ------------ ----------- ----------- ------------ TOTAL EARNING ASSETS 1,927 (3,145) (1,218) 4,889 (2,118) 2,771 ------------ ----------- ------------ ----------- ----------- ------------ LIABILITIES/INTEREST EXPENSE Interest bearing transaction accounts (399) 23 (376) (364) (334) (698) Savings accounts 1,839 (941) 898 1,824 30 1,854 Time deposits (1,039) (1,630) (2,669) (1,079) (306) (1,385) Repurchase agreements (56) (74) (130) 246 (108) 138 Federal funds purchased and other borrowed funds (9) (31) (40) (16) (2) (18) Notes payable (621) (137) (758) 1,301 (14) 1,287 ------------ ----------- ------------ ----------- ----------- ------------ INTEREST BEARING LIABILITIES (285) (2,790) (3,075) 1,912 (734) 1,178 ------------ ----------- ------------ ----------- ----------- ------------ NET INTEREST INCOME $ 2,212 $ (355) $ 1,857 $ 2,977 $ (1,384) $ 1,593 ============ =========== ============ =========== =========== ============ The following table presents the composition of the securities portfolio by major category as of December 31, of each year indicated: SECURITIES PORTFOLIO COMPOSITION <CAPTION> 1999 1998 1997 ------------------------- -------------------------- ------------------------- % of % of % of Amount Portfolio Amount Portfolio Amount Portfolio ------------- ----------- ------------- ----------- ------------- ---------- <S> <C> <C> <C> <C> <C> <C> SECURITIES AVAILABLE FOR SALE U.S. Treasury securities $ 10,016 3.70% $ 9,742 3.33% $ 15,806 5.98% U.S. Government agencies 166,186 61.34 181,915 62.22 144,311 54.57 States and political subdivisions 66,900 24.69 67,044 22.93 77,200 29.19 Mortgage-backed securities 25,245 9.32 31,212 10.68 25,407 9.61 Other securities 2,565 0.95 2,452 0.84 1,743 0.66 ------------- ----------- ------------- ----------- ------------- ---------- $ 270,912 100.00% $ 292,365 100.00% $ 264,467 100.00% ============= =========== ============= =========== ============= ========== </TABLE> Page 9
The following table presents the expected maturities or call dates and weighted average yield of securities by major category as of December 31, 1999. Yields are calculated on a tax equivalent basis using a 34% rate. SECURITIES AVAILABLE FOR SALE - MATURITY AND YIELDS <TABLE> <CAPTION> After One But After Five But Within One Year Within Five Year Within Ten Year ------------------- --------------------- ------------------- Amount Yield Amount Yield Amount Yield --------- ------ ---------- -------- --------- ------ <S> <C> <C> <C> <C> <C> <C> U.S. Treasury securities $ 5,504 3.70% $ 4,512 4.01% $ - - % U.S. government agencies 28,045 3.78 121,687 3.94 13,701 3.91 U.S. government agency mortgage backed securities - - 87 5.81 80 4.00 States and political subdivisions 6,479 5.43 30,443 5.05 18,063 4.72 Collateralized mortgage obligations - - 166 3.94 6,193 3.91 Other securities - - 2 4.01 - - --------- ------ ---------- -------- --------- ------ Total $ 40,028 4.04% $ 156,897 4.16% $ 38,037 4.29% ========= ====== ========== ======== ========= ====== <CAPTION> After Ten Years Total ------------------- --------------------- Amount Yield Amount Yield --------- ------ ---------- -------- <S> <C> <C> <C> <C> U.S. Treasury securities $ - -% $ 10,016 3.84% U.S. government agencies - - 163,433 3.91 U.S. government agency mortgage backed securities 2,587 4.00 2,754 4.06 States and political subdivisions 11,915 4.72 66,900 4.94 Collateralized mortgage obligations 18,885 3.91 25,244 3.91 Other securities 2,563 2.56 2,565 2.56 --------- ------ ---------- -------- Total $ 35,950 6.79% $ 270,912 4.15% ========= ====== ========== ======== As of December 31, 1999, net unrealized losses of $3,280,000, reduced by deferred income taxes of $1,303,000, resulted in a decrease in equity capital of $1,977,000. As of December 31, 1998, net unrealized gains of $4,613,000, reduced by deferred income taxes of $1,790,000, resulted in an increase in equity capital of $2,823,000. The following table presents the composition of the loan portfolio at December 31, for the years indicated: LOAN PORTFOLIO <CAPTION> 1999 1998 1997 1996 1995 ------------- ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> <C> Commercial and industrial $ 151,771 $ 143,047 $ 146,591 $ 143,961 $ 141,948 Real estate - commercial* 175,010 165,459 287,167 248,742 239,081 Real estate - construction 58,833 46,361 43,095 40,437 35,653 Real estate - residential* 159,743 144,434 - - - Installment 65,491 57,471 58,127 49,164 45,847 ------------- ------------ ------------ ------------ ------------ Gross loans 610,848 556,772 534,980 482,304 462,529 Unearned discount (78) (227) (348) (390) (502) ------------- ------------ ------------ ------------ ------------ Total loans 610,770 556,545 534,632 481,914 462,027 Allowance for loan losses (8,444) (7,823) (6,923) (6,403) (5,676) ------------- ------------ ------------ ------------ ------------ Loans, net $ 602,326 $ 548,722 $ 527,709 $ 475,511 $ 456,351 ============== ============= ============= ============= ============= * Real estate residential loans for years prior to 1998 are included in Real estate commercial loans in the preceding table. The following table sets forth the remaining contractual maturities for certain loan categories at December 31, 1999: MATURITY AND RATE SENSITIVITY OF LOANS <CAPTION> Over 1 Year Through 5 Years Over 5 Years ---------------------------- ---------------------------- One Year Fixed Floating Fixed Floating or Less Rate Rate Rate Rate Total ------------ ------------ ------------ ------------ ------------- ------------ <S> <C> <C> <C> <C> <C> <C> Commercial and industrial $ 102,750 $ 43,698 $ 4,435 $ 744 $ 144 $ 151,771 Real estate 95,437 174,326 106,359 13,438 4,026 393,586 Installment 33,900 31,493 8 90 - 65,491 ------------ ------------ ------------ ------------ ------------- ------------ Total $ 232,087 $ 249,517 $ 110,802 $ 14,272 $ 4,170 $ 610,848 ============ ============ ============ ============ ============= ============ </TABLE> Page 10
The following table sets forth the amounts of nonperforming assets at December 31, of the years indicated: NONPERFORMING ASSETS <TABLE> <CAPTION> 1999 1998 1997 1996 1995 ----------- ----------- ----------- ----------- ----------- <S> <C> <C> <C> <C> <C> Nonaccrual loans $ 1,298 $ 768 $ 2,189 $ 3,505 $ 4,514 Loans past due 90 days or more and still accruing interest 742 1,417 1,011 622 245 Restructured loans - 13 122 - 58 ----------- ----------- ----------- ----------- ----------- Total nonperforming loans 2,040 2,198 3,322 4,127 4,817 Other real estate 79 497 482 126 119 ----------- ----------- ----------- ----------- ----------- Total nonperforming assets $ 2,119 $ 2,695 $ 3,804 $ 4,253 $ 4,936 =========== =========== =========== =========== =========== Accrual of interest is discontinued on a loan when principal or interest is ninety days or more past due, unless the loan is well secured and in the process of collection. When a loan is placed on nonaccrual status, interest previously accrued but not collected in the current period is reversed against current period interest income. Interest accrued in prior years but not collected is charged against the allowance for loan losses. Interest income of approximately $50,000, $23,000, and $84,000 was recorded during 1999, 1998, and 1997, on loans in nonaccrual status at year-end. Interest income which would have been recognized during 1999, 1998, and 1997, had these loans been on an accrual basis throughout the year, was approximately $142,000, $114,000, and $273,000. The following table summarizes, for the years indicated, activity in the allowance for loan losses, including amounts charged off, amounts of recoveries, additions to the allowance charged to operating expense, and the ratio of net charge-offs to average loans outstanding: ANALYSIS OF ALLOWANCE FOR LOAN LOSSES <CAPTION> 1999 1998 1997 1996 1995 ------------ ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> <C> Average total loans (exclusive of loans held for sale) $ 579,660 $ 543,965 $ 521,906 $ 454,708 $ 434,403 ============ ============ ============ ============ ============ Allowance at beginning of year $ 7,823 $ 6,923 $ 6,968 $ 6,686 $ 6,370 Charge-offs: Commercial and industrial 48 286 1,285 615 3,299 Real estate 366 10 148 117 134 Installment and other loans 238 256 209 169 185 ------------ ------------ ------------ ------------ ------------ Total charge-offs 652 552 1,642 901 3,618 ------------ ------------ ------------ ------------ ------------ Recoveries: Commercial and industrial 20 132 176 362 431 Real estate 246 45 105 - 11 Installment and other loans 77 62 60 73 93 ------------ ------------ ------------ ------------ ------------ Total recoveries 343 239 341 435 535 ------------ ------------ ------------ ------------ ------------ Net charge-offs 309 313 1,301 466 3,083 Provision for loan losses 930 1,213 1,256 748 3,399 ------------ ------------ ------------ ------------ ------------ Allowance at end of period $ 8,444 $ 7,823 $ 6,923 $ 6,968 $ 6,686 ============ ============ ============ ============ ============ Net charge-offs to average loans 0.05% 0.06% 0.25% 0.10% 0.71% Allowance at year end to average loans 1.46% 1.44% 1.33% 1.53% 1.54% </TABLE> The provision for loan losses is based upon management's estimate of anticipated loan losses and its evaluation of the adequacy of the allowance for loan losses. Factors which influence management's judgement in estimating loan losses are the composition of the portfolio, past loss experience, loan delinquencies, nonperforming loans, and other factors that, in management's judgment, deserve evaluation in estimating loan losses. Page 11
The following table shows the Company's allocation of the allowance for loan losses by types of loans and the amount of unallocated allowance, at December 31, of the years indicated: ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES <TABLE> <CAPTION> 1999 1998 1997 1996 1995 -------------------------------------------------------------------------------------------------------- Loan Type Loan Type Loan Type Loan Type Loan Type to Total to Total to Total to Total to Total Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> Commercial and industrial $ 5,040 24.9% $ 4,675 25.7% $ 4,100 27.4% $ 4,100 29.8% $ 3,990 35.8% Real estate - construction 230 9.6 210 8.3 185 8.1 185 8.4 180 7.9 Real estate - mortgage 1,370 54.8 1,250 55.7 1,060 53.6 1,060 51.6 1,040 45.3 Installment and other loans 1,665 10.7 1,545 10.3 1,430 10.9 1,430 10.2 1,248 11.0 Unallocated 139 143 148 193 228 --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- Total $ 8,444 100.0% $ 7,823 100.0% $ 6,923 100.0% $ 6,968 100.0% $ 6,686 100.0% ========= ======== ========= ======== ========= ======== ========= ======== ========= ======== The following table sets forth the amount and maturities of deposits of $100,000 or more at December 31, 1999: TIME DEPOSITS OF $100,000 OR MORE <CAPTION> <S> <C> 3 months or less $ 31,618 Over 3 months through 6 months 28,637 Over 6 months through 12 months 10,458 Over 12 months 4,984 ------------ $ 75,697 ============ The following table reflects categories of short-term borrowings having average balances during the year greater than 30% of stockholders' equity of the Company at the end of the year. During each year reported, securities sold under repurchase agreements are the only category meeting this criteria. Information presented is as of or for the year ended December 31, for the years indicated: SHORT-TERM BORROWINGS <CAPTION> 1999 1998 1997 ------------- ------------- ------------- <S> <C> <C> <C> Balance at end of year $ 27,610 $ 37,107 $ 31,023 Weighted average interest rate 3.08% 2.49% 4.37% Maximum month-end amount outstanding during the year $ 31,499 $ 37,107 $ 31,021 Average amount outstanding during the year $ 20,974 $ 22,640 $ 17,296 Weighted average interest rate during the year 3.91% 4.37% 5.02% The following table presents selected financial ratios as of or for the year ended December 31, for the years indicated: SELECTED RATIOS <CAPTION> 1999 1998 1997 ----------- ----------- ----------- <S> <C> <C> <C> Return on average total assets 1.26% 1.15% 1.06% Return on average equity 12.06% 11.69% 11.04% Average equity to average assets 10.48% 9.82% 9.64% Dividend payout ratio 28.43% 24.86% 28.66% </TABLE> Page 12
ITEM 2. PROPERTIES Old Second is located at 37 South River Street, Aurora, Illinois. Old Second has full-service branches located in Illinois at: 200 West John Street, North Aurora; 1350 North Farnsworth Avenue, Aurora; 1991 West Wilson Street, Batavia; 4080 Fox Valley Center Drive, Aurora; 555 Redwood Drive, Aurora; 1200 Douglas Road, Oswego; 1100 South County Line Road, Maple Park, and 2 S 101 Harter Road, Kaneville. Old Second has trust offices at 37 South River Street in Aurora and 321 James Street in Geneva. Yorkville National Bank is located at 102 East Van Emmon Street, Yorkville, with branches at 408 East Countryside Parkway in Yorkville, 6800 West Route 34 in Plano and 323 East Norris Drive in Ottawa. Burlington Bank is located at 194 South Main Street in Burlington. Kane County Bank and Trust Company is located at 749 North Main Street in Elburn with a branch at 40W422 Route 64 in Wasco. Bank of Sugar Grove is located on Cross Street at Illinois Route 47, Sugar Grove. With the exception of Yorkville's main banking facility, all Banks have onsite 24 hour Automatic Teller Machines ("ATMs"). Old Second also has two offsite ATMs, and Yorkville has one offsite ATM. Their customers can use certain other financial institutions' offsite ATMs to complete deposit, withdrawal, transfer, and other banking transactions. Maple Park operates a retail division from leased offices in St. Charles, Sycamore, Oswego, and Rockford, Illinois. The main office is located at 1450 West Main Street in St. Charles. ITEM 3. LEGAL PROCEEDINGS The Company has certain collection suits in the ordinary course of business against its debtors and is a defendant in legal actions arising from normal business activities. Management, after consultation with legal counsel, believes that the ultimate liabilities, if any, resulting from these actions will not have a material adverse effect on the financial position of the Bank or on the consolidated financial position of the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company incorporates by reference the information contained on page 29 of the 1999 Annual Report (attached hereto as Exhibit 13) under the caption "Corporate Information." As of March 21, 2000, there were 1,261 holders of record of the Company's common stock. The Company also incorporates by reference the information contained on page 24 of the 1999 Annual Report (attached hereto as Exhibit 13) under the "Notes to Consolidated Financial Statements Note P: Capital" ITEM 6. SELECTED FINANCIAL DATA The Company incorporates by reference the information contained on page 4 of the 1999 Annual Report (attached hereto as Exhibit 13) under the caption "Old Second Bancorp, Inc. and Subsidiaries Financial Highlights." ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company incorporates by reference the information contained on pages 5 - 10 of the 1999 Annual Report (attached hereto as Exhibit 13) under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations." Page 13
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company incorporates by reference the information contained on pages 9 and 10 of the 1999 Annual Report (attached hereto as Exhibit 13) under the caption "Interest Rate Risk." ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Company incorporates by reference the following financial statements and related notes from the 1999 Annual Report (attached hereto as Exhibit 13): <TABLE> <CAPTION> ANNUAL REPORT PAGE NO. ------------- <S> <C> Consolidated Balance Sheets 11 Consolidated Statements of Income 12 Consolidated Statements of Cash Flows 13 Consolidated Statements of Changes in Stockholders' Equity 14 Notes to Consolidated Financial Statements 15-27 Independent Auditors' Report 28 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Company incorporates by reference the information contained in the Proxy Statement for the 2000 Annual Meeting of Stockholders on pages 5 through 8 under the caption "Election of Directors" and on page 3 under the caption "Compliance with Section 16(a) of the Exchange Act." EXECUTIVE OFFICERS OF THE REGISTRANT AND SUBSIDIARY <CAPTION> NAME, AGE AND YEAR BECAME EXECUTIVE OFFICER OF THE REGISTRANT POSITIONS WITH REGISTRANT - ------------------------- --------------------------------- <S> <C> James Benson Chairman of the Board Age 69 1971 William B. Skoglund President and CEO of Old Second Bancorp, Inc. Age 49 1992 President and CEO of Old Second National Bank George Starmenn III Executive Vice President and Secretary of Old Second Bancorp, Inc. Age 56 1995 Executive Vice President and Senior Trust Officer of Old Second National Bank J. Douglas Cheatham Vice President and Chief Financial Officer of Old Second Bancorp, Inc. Age 43 1999 </TABLE> There are no arrangements or understandings between any of the executive officers or any other persons pursuant to which any of the executive officers have been selected for their respective positions. Page 14
ITEM 11. EXECUTIVE COMPENSATION The Company incorporates by reference the information contained on pages 5 - 8 of the Proxy Statement for the 2000 Annual Meeting of Stockholders under the caption "Election of Directors," and on pages 8 - 9 under the caption "Executive Compensation." The sections in the Proxy Statement marked "Compensation Committee Report on Executive Compensation" and "Comparison of Five Year Cumulative Total Return" are furnished for the information of the Commission and are not deemed to be "filed" as part of this Form 10-K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The Company incorporates by reference the information contained on pages 3 - 5 of the Proxy Statement for the 2000 Annual Meeting of Stockholders under the caption "Voting Securities and Principal Holders Thereof." ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company incorporates by reference the information contained on pages 14, 16 and 17 of the Proxy Statement for the 2000 Annual Meeting of Stockholders. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a)(1) INDEX TO FINANCIAL STATEMENTS The following consolidated financial statements and related notes are incorporated by reference from the 1999 Annual Report (attached hereto as Exhibit 13). <TABLE> <CAPTION> ANNUAL REPORT PAGE NO. ------------- <S> <C> Consolidated Balance Sheets 11 Consolidated Statements of Income 12 Consolidated Statements of Cash Flows 13 Consolidated Statements of Changes in Stockholders' Equity 14 Notes to Consolidated Financial Statements 15-27 Independent Auditors' Report 28 </TABLE> (a)(2) FINANCIAL STATEMENT SCHEDULES All financial statement schedules as required by Item 8 and Item 14 of Form 10-K have been omitted because the information requested is either not applicable or has been included in the consolidated financial statements or notes thereto. Page 15
(a)(3) EXHIBITS The following exhibits required by Item 601 of Regulation S-K are included along with this 10-K filing: <TABLE> <CAPTION> ITEM 601 TABLE II. NO. ------------- <S> <C> <C> (3)(a) Articles of Incorporation of Old Second Bancorp, Inc. (filed as an exhibit to of the Company's S-14 filed on January 22, 1982.) (3)(b) By-laws of Old Second Bancorp, Inc. (filed as an exhibit to of the Company's S-14 filed on January 22, 1982.) (10)(d) Form of Compensation and Benefits Assurance Agreements (13) The Company's 1999 Annual Report to Stockholders (22) A list of all subsidiaries of the Company (23) Consent of Ernst & Young, LLP (27) Financial Data Schedule </TABLE> (b) REPORTS ON FORM 8-K None Page 16
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OLD SECOND BANCORP, INC. BY: /s/ JAMES E. BENSON -------------------------------- James E. Benson Chairman of the Board BY: /s/ WILLIAM B. SKOGLUND -------------------------------- William B. Skoglund President and Chief Executive Officer DATE: March 27, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <S> <C> <C> /s/ JAMES BENSON Chairman of the Board, Director March 27, 2000 - ------------------------------------ Calvin R. Myers President and Chief Executive Officer /s/ WILLIAM B. SKOGLUND President and Chief Executive Officer, Director March 27, 2000 - ------------------------------------ William B. Skoglund /s/ WALTER ALEXANDER Director March 27, 2000 - ------------------------------------ Walter Alexander /s/ MARVIN FAGEL Director March 27, 2000 - ------------------------------------ Marvin Fagel /s/ WILLIAM KANE Director March 27, 2000 - ------------------------------------ William Kane /s/ KENNETH LINDGREN Director March 27, 2000 - ------------------------------------ Kenneth Lindgren /s/ JESSE MABERRY Director March 27, 2000 - ------------------------------------ Jesse Maberry /s/ WILLIAM MEYER Director March 27, 2000 - ------------------------------------ William Meyer /s/ LARRY SCHUSTER Director March 27, 2000 - ------------------------------------ Larry Schuster /s/ GEORGE STARMANN III Director March 27, 2000 - ------------------------------------ George Starmann III </TABLE> Page 17
<TABLE> <CAPTION> EXHIBIT SEQUENTIAL NO. DESCRIPTION OF EXHIBITS PAGE NO. - ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> (3)(a) Articles of Incorporation of Old Second Bancorp, Inc. (filed as an exhibit to of the Company's S-14 -- filed on January 22, 1982.) - ----------------------------------------------------------------------------------------------------------------------------------- (3)(b) By-laws of Old Second Bancorp, Inc. (filed as an exhibit to of the Company's S-14 filed on January -- 22, 1982.) - ----------------------------------------------------------------------------------------------------------------------------------- (10)(d) Form of Compensation and Benefits Assurance Agreement -- - ----------------------------------------------------------------------------------------------------------------------------------- (13) The Company's 1999 Annual Report to Stockholders 20-50 - ----------------------------------------------------------------------------------------------------------------------------------- (22) A list of all subsidiaries of the Company 51 - ----------------------------------------------------------------------------------------------------------------------------------- (23) Consent of Ernst & Young LLP 52 - ----------------------------------------------------------------------------------------------------------------------------------- (27) Financial Data Schedule -- - ----------------------------------------------------------------------------------------------------------------------------------- </TABLE> Page 18