This statement on Page 1: 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
It is checked this year, but wasn’t checked last year. What does it mean?
Also on page 1:
2012 Notice and Proxy Statement for the Annual Meeting of Stockholders May 17, 2012 (the “Proxy Statement”) - Part III and portions of the Corporation’s 2011 Annual Report (the “Annual Report”) – Part II
Notice of annual meeting.
The annual meeting is May 17th? When are the 45 days up for the OCC capitalization/warning letter? The previous Friday?
I’m thinking that PNBC may be worth more as a take-over by an acquiring bank, particularly if the feds will guarantee a portion of the loans and maybe forgive some of the $25M TARP. If it’s not worth that much, then best, from the government’s perspective, to just let the FDIC shut it down, send the depositors checks for their insured accounts, and sell the bank’s assets.
Otherwise, who is going to step up and pump in $10M+ to save the bank? What would they expect to get out of it in return?
What’s a branch bank worth in Genoa, Plainfield, Minooka, or one of the other locations? How much do these branches generate in revenue? What is the real estate worth?
Unless they sell such property for more than the value it is currently carried on the bank’s balance sheet, the bank’s capital will decline. It might generate some cash to help liquidity – e.g., keep cash in the tellers’ drawers.
It would seem that most branch locations would probably be best used as a bank. Or, perhaps it could be torn down and used as a fast-food outlet or a gas station?
This is from the new 10-K: “The Corporation is in the process of evaluating several capital enhancement alternatives including a public offering of common shares, a shareholder rights offering, the sale of branch locations and other asset sales.”
Let’s think about those alternatives.
Public offering? Now that the flash-mob’s run-up in share price has pretty much evaporated, how many common shares could they realistically sell, and at what price? Of course, any such public offering would dilute the existing shareholders’ holdings – maybe not a big concern, since we are already essentially wiped out. (A question – would a public offering require shareholder approval?)
A shareholder rights offering? Given the anger and mistrust among shareholders, how many of us would be anxious to double down? Now that we have been wiped out by director malfeasance and Tony Sorcic’s reckless actions, are we likely to liquidate other of our assets and plow them into PNBC – betting that things will improve and that the feds will back off?
Selling branch locations? Fine idea – do it! But, to raise any signifcant money, we’ll have to start with the best locations – not Princeton East or DePue.
Other asset sales? The bank’s major assets are its loans – many of which are toxic. Sell foreclosed property that they are sitting at sheriffs’ auctions? If the realized sales price comes in below the value carried on the bank’s books, the Tier One ratio goes down, not up.
Can anybody think of other ideas?
PNBC owns 100% of the shares in CFNB. Could PNBC sell those shares to the current PNBC shareholders, liquidate PNBC, and let us put a new board in place to run our bank?
This too, was in the management notes re: the branch banks.
Line 1,090: On December 19, 2011, the Bank submitted to the OCC a three year strategic plan and capital plan designed to strengthen PNBC and the Bank’s operations and capital position. The plans reflected the current challenges with respect to capital and difficulties in projecting the impact of economic weakness in PNBC’s markets on its loan portfolio, as well as strategies to maintain the financial strength of PNBC and the Bank. A significant part of the plan was the initiative by PNBC to evaluate the sale of branch locations of the Bank in order to improve capital ratios of the Bank.
I like that idea, except rather than SELL the CFNB shares to the current PNBC shareholders, why not GIVE them to us on a pro-rata basis. Why should we have to buy something that we already own? (We own 100% of PNBC and, therefore, 100% of CFNB.)
It’s a little late for a capital raise by selling branch locations, don’t we think? They should have been cutting staff and closing branches two years ago. How about a bake sale or car wash? Another idea could be a “Men of PNBC/CFNB” calendar, that ought to raise the necessary $50 million necessary to raise their Tier 1 ratio to adequately capitalized. Gimme a break….
Former Stock Owner
Alright I am going to get into this; I have been watching this train wreck for the last six years and really can’t believe what has transpired.
So how do you fix it? Simple; like you fix everything else in life. Throw money at it? In this case lots of it.
Two years ago I thought a big bank would take them over but since the Board has let Central And Midland States cherry pick the loan portfolio I think the Bank will close and the great employees will go down with the Idoits that have been running things and Princeton will be left with a bunch of empty buildings and another 200 plus unemployed people.
First I need to thank Dave for this Blog, I think when he started his goal was to save the Bank, I told him a year ago it was too late and things are much worse now.
The Bank needs capital and they need it fast, I mean in the next 14days. Where do you get it? Simple; from the guys that screwed it up. Let’s face it they are going to write checks sometime and they know that it might take three to five years but they will write checks. So you convince them to do it now, you need to raise around fifty million, and that money is out there. Tony $2 mil, Becker$ 5Mil, Samet $2 Mil, Janko, $5Mil, Covert$ 5Mil,Wesner $2Mil, Jim Miller $2 mil and Bruce$ 2mil. You get rid of Samet, Bruce and Wesner and replace them with Bonnuci, Dick Nelson, and Dr Wilson, and ask Becker back. You have the new three kick in $5 mil apiece and another $10 Mil from the other Board members and there’s your $50 Mil.
Now why the new members? I suggest because they are Smart, Rich, and tough. Wilson tried to get on 5 years ago but Tony fought it; didn’t want to ruin his good old boys club.
Why would Tony and the Boys be willing to fund the Bank? Because they know they will have to write checks sooner or later and why not buy a horse that might run instead of paying for a dead one? And by the way, the Feds have already had this conversation with these guys. Believe me, Tony for one does not want his dirty laundry aired out in court.
Why would Becker do it? Because no matter how well he has done in life, and he has done very well, he will be known as one of guys that took down a hundred year old Bank.
Janko, his dad is one of the richest guys in northern Illinois.
Dick Nelson smart and tough as hell, he has the money and wont take any BS, and this would be great for his legacy.
Dr Wilson, smart Rich and if the Bank stock goes up he will be richer.
Steve smart, tough, and community minded and knows this will be good for Princeton.
Others to consider Mike Sitterly & George Buckman.
Tom has to go. You don’t need much more proof that this board is Incompetent than the fact they hired this guy. Don’t you think he would be better off working for a PR firm? (sorry that was mean)
What would I do, if this happens the way I have laid it out, I will buy one million shares at $1.50 and watch it go to $5.00 in thirty days and $15.00 in six months and it will be the easiest 15 Mil I ever made. It can happen. Just think when Tony bought his little love nest for Kim, in July of 2006 the stock was at $32.00
It can happen again.
Sorry for the length.
Would they just donate that money as a gift to the bank? Or, would that group then receive equity in the bank, and then totally own the bank, lock, stock, and barrel?
If that group, including the tainted ones, were to wind up owning 100% of the bank, then we current shareholders are toast (as if we aren’t already).
I agree with all of it except canning Tom. His hands have been tied and no matter who you would’ve got to run it after Tony, there wasn’t much that could be done until you get to the point that you describe.
As long as the CEO blames the bank’s problems on external factors beyond the bank’s control, there is no hope. And, with the present directors, there is even less hope.
The real estate market crashing was beyond the bank’s control, as is the ongoing devaluation of the real estate they own. How long do you think he would’ve lasted had he blamed the former CEO, former head of commercial banking, and the board that he reports to? It’s in the past, the structural issues have been corrected as far as new loans are concerned, and they’re cleaning up the problem assets as fast as they can. Not everyone can call a spade a spade. As far as the real estate goes, do you want to purchase some? There in lies the problem.
Quote: “The real estate market crashing was beyond the bank’s control, as is the ongoing devaluation of the real estate they own.”
Then, why are other banks, right on Citizens’ doorsteps, doing quite well? You, like Tom, etc., are blaming everything on external factors – we’ve no problem here! There is absolutely no hope giving that attitude. Sorry.
Because the other banks on Citizens’ doorsteps weren’t fooling around the suburbs of Chicago trying to make a 100+ year old community bank something other than it was. They either didn’t have distorted compensation packages in place for senior management or senior management that had more vision/morals to not throw caution to the wind, or most likely, both. My point is that the bad loans were made prior to Tom’s arrival. Citizens’ also paid out dividends well after all of the other banks had pulled in the reins and had virtually nothing set aside for loan losses. That all took place under Tony’s watch. As it stands though, most of the board that was there during the loose lending days are still in place, and that is who Tom reports to. That limits where he and others there can lay blame. This wasn’t a problem that hatched over the past two years.
I dont think he can really come out and say that they generally messed up internally.
You seriously think that Miller has that kind of money laying around? I heard he was divorced twice. You should ask his ex-wives for the money….
He, like others, can pay up now, or wait to be sued by the FDIC and the stockholders. The courts don’t care how much money the defendants have, “laying around” – nor do we. The feds and we may go after whatever they have.
Former stock owner, that was the best post I’ve seen in a while. Made my day. Please refer to this previous post. Click here Maybe we can just remove them all May 17th.
I am with “Former Stock Owner” in wanting to thank Dave for this website.
Don’t get me wrong I don’t blame any of this on Tom, he just is not the right guy for this challenge, anyway with the Feds on the doorstep you must convince them that you have a comprehensive plan of action, plus the capital, you can’t make any headway without both. Keep in mind the Feds don’t want to take over or close the Bank but existing management has put them in the corner.
They will not let this thing go forward unless heads roll, remember the Head of GM, was he doing a good job who knows but he had to go, and three or four Board Members must go or more is fine with me.
As far as compensation is concerned the former executive’s and Board Members are toast, they should have paid attention to what was going on instead of rubber stamping Tony’s crap.
The new guys can get some kind of options but the stock is so low you have to be careful not to dilute it any more that it is.
You guys need to realize that this thing is going down the tubes and your stock and theirs is going to turn into toilet paper whether Wells Fargo takes the Bank over or it closes. With this plan you have a chance to save the Bank and the jobs, and as the stock goes up every one has a chance to get whole (unfortunately even Tony and his Cronies) but that’s the way it works and another reason the former members and Executives would be willing to put up the money.
As far as Jim Miller is concerned, he was very talented and probably one of the smartest guys at the Bank, he just happened to be the only guy in Bank hornier than Tony.
Do I have a problem with Tony having an affair, not really it is his business not mine but when the President of the Bank has an affair with one of the employees then he has no business running a Bank of any size, and the Board lost all credibility with the shareholders and the community when they took two years to do anything. Gordon Sears would have thrown him out in the street, no bonus, no party, no $10,000.00 a month consulting fee for six months, what a joke, they should be embarrassed they got paid to watch over your Bank, they all need to go.
How do you get Tom and the Board to act, Simple just like you do with your kids Threaten and scare the s*** out of them that has always worked.
Former Stock Owner, you are right about Gordon Sears. Also Bob Zearing, Hugh Morrison, Mr. Tedrow–just to name a few of the tough and savvy businessmen who served as Citizens bank officers or board members and who also had integrity. These men are all rolling in their graves.
A warranty deed was filed for Tony & his wife’s house in Bryant Woods on 4/9. Interesting.
What does that mean exactly?
http://en.wikipedia.org/wiki/Warranty_deed
It was a transfer by the Sorcics from one form of joint ownership(probably joint tenancy) to themselves in “tenancy by the entireties” a form of joint ownership that makes the property exempt from judgments against only one of the owners. The exemption does not apply if the transferror has, at the time of the transfer, existing debt that he is not otherwise able to pay. Storing away nuts for the winter.
Ahha! Would this shield them in the event that the FDIC, shareholders, or even the bank itself sued Tony Sorcic? What if the suit was for acts or omissions that occured before the date of the transfer? I wonder if John Isaacson handled the transfer?
I’m thinking that there may be a rash of such property transfers among former and current directors and officers of the bank.
Go to illinoislegalaid.org.. It pretty well lays out the tactic. Good call by Mr. Gunning.
Must be nice. I guess $$$ trumps Karma because they can keep their house and I lost mine…
I believe the karma theory. What goes around comes around. Don’t forget to duck.
“If the law supposes that,” said Mr Bumble…”the law is a ass, a idiot.”
From “Olliver Twist,” by Charles Dickens
It means that the sheriff is in town and the cowboys are circling the wagons.
Maybe they are putting the house into a blind trust?
What’s this about Wells taking over Citizen’s?
I give up. Fill us in with some details so we don’t think this is a pump and dump tactic.
I know of no information, or even rumors, about Wells Fargo taking over Citizens. But if they did, we shareholders would be left holding an empty bag. We would be left with zero, although the current value isn’t much above zero. The bank could as well go broke, go out of business, and then the depositors will get a check from the FDIC for their insured accounts. The shareholders? Zilch.
Whoever Tony consulted for legal advice evidently advised him that successful suits by the FDIC or shareholders were a possibility and should be feared. And that the bank’s directors and officers insurance or the bank’s indemnification of officers, should not be relied upon in the event of the bank’s failure. I believe that same advice has been offered here on this site.
Though not being a lawyer, I wonder if the “entireties” shield could be pierced if it could be shown that Tony transferred the title in anticipation of an expected law suit. Otherswise, it seems the law favors whoever gets to the courthouse first.
And if he were sued by the U.S. Government in federal court, not state court, could that pierce the shield? But, in any case, I trust that all his other assets, besides the residence, are fair game?
It seems that the suspects are starting to run very scared – and are getting lawyered up.
Message for attorneys: If you help protect potential targets of FDIC, shareholder, or bank suits, make sure you don’t have a conflict of interest. You should have never, in the past, or in the future, represent the bank. Your law license and liability may be at stake.
If you have already crossed that line, then God save you.
Sorry to confuse anyone about Wells. I noticed it in a previous post and was curious.
Thanks for responding. Strange time. No news from the bank. Anticipation. Rumors.
Wintrust Financial Corporation
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WINTRUST FINANCIAL CORPORATION REPORTS FIRST QUARTER 2012 NET INCOME OF $23.2 MILLION, AN INCREASE OF 42% FROM THE 2011 FIRST QUARTER AND 21% FROM THE 2011 FOURTH QUARTER, HIGHLIGHTED BY NET INTEREST MARGIN EXPANSION, CREDIT QUALITY IMPROVEMENT AND OPERATING EXPENSE CONTROL.
This Bank might be a good fit.
I went to their website to see, as I’ve never heard of them. For anyone wanting to know about proxy statements, take a look at theirs for this year. All the particulars on voting and how to do it. Looks like a $15B bank mostly around the NW burbs.