**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

**ANNUALREPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934**

**For thefiscal year ended December 31, 2004**

 

**Commissionfile number:  005-57237**

 

**FIRST OTTAWA BANCSHARES, INC.**

(Exact name ofRegistrant as specified in its charter)

 
| **Delaware**                                                              | ** ** | **36-4331185**                        |
|---------------------------------------------------------------------------|------------|---------------------------------------|
| (State or Other  Jurisdiction  of Incorporation or Organization)          |       | (I.R.S. Employer  Identification No.) |
|                                                                      |       |                                  |
| **701-705  LaSalle Street  Ottawa, Illinois**                             | ** ** | **61350**                             |
| (Address of  Principal Executive Offices)                                 |       | (ZIP Code)                            |
|                                                                      |       |                                  |
| **(815)  434-0044**                                                       |
| (Registrant  Telephone Number,  including Area Code)                      |
|                                                                      |       |                                  |
| Securities  registered under Section 12(b) of the Exchange Act: |
| **None**                                                                  |
|                                                                      |       |                                  |
| Securities  registered under Section 12(g) of the Exchange Act: |
|                                                                      |       |                                  |
| **Common  Stock, par value $1.00 per share**                              |
| (Title of Class)                                                          |

 

Indicate by check markwhether the registrant:  (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the past 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.    Yes   ý  No   o

 

Indicate by check mark ifdisclosure of delinquent filers in response to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.  ý

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2of the Act).  Yes o  No  ý

 

The aggregate marketvalue of the voting and non-voting common equity held by non-affiliates of theregistrant, based on the last known sales price on or prior to June 30,2004, the last business day of the registrant’s most recently completed secondfiscal quarter, was $28,704,480.

 

649,989 shares of commonstock were outstanding as of May 11, 2005.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

Portions of Parts II andIV are incorporated by reference from the Registrant’s 2004 Annual Report toStockholders; and a portion of Part III is incorporated by reference fromthe Registrant’s Proxy Statement for the Annual Meeting of Stockholders held May 18,2005.

 

Except for those portionsof the 2004 Annual Report incorporated by reference, the Annual Report is notdeemed filed as part of this Report.

 

 

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**EXPLANATORY NOTE**

 

On March 30, 2005,First Ottawa Bancshares, Inc. (the “Company”) filed its Form 10-K forits fiscal year ended December 31, 2004. In the filing, the original signature of BKD, LLP, the Company’sindependent registered public accounting firm, was not included in BKD, LLP’saudit report.  Also, the audit report forthe fiscal year ended December 31, 2002, issued by Crowe Chizek andCompany LLC, the Company’s prior independent registered public accounting firm,was not included in the Form 10-K. The purpose of this Form 10-K/A (“Amendment No. 1”) is tore-file the Company’s financial statements to include BKD, LLP’s signature onits audit report and to include the audit report issued by Crowe Chizek andCompany LLC for the fiscal year ended December 31, 2002.  In addition, as required by Rule 12b-15under the Securities Exchange Act of 1934, as amended, new certifications bythe Company’s principal executive officer and principal financial officer arebeing filed as exhibits to this Form 10-K/A.

 

This Amendment No. 1contains only the sections and exhibits to the Form 10-K which are being amended.The sections of and exhibits to the Form 10-K as originally filed whichare not included herein are unchanged and continue in full force and effect asoriginally filed. This Amendment No. 1 speaks as of the date of theoriginal filing of the Form 10-K and has not been updated to reflectevents occurring subsequent to the original filing date.

 

**PART II**

 

**Item 8.    Financial Statements and Supplementary Data**

 

The consolidated financialstatements of the Registrant and the Report of Independent Registered PublicAccounting Firm as set forth on pages 17 through 39 of the 2004 AnnualReport to Stockholders (filed as Exhibit 13.1 of this report) areincorporated herein by reference:

 
| Reports of Independent Registered  Public Accounting Firm                                                         |   |
|-------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                              |   |
| Consolidated Balance Sheets as of  December 31, 2004 and 2003                                                |   |
|                                                                                                              |   |
| Consolidated Statements of Income  for the years ended December 31, 2004, 2003, and 2002                     |   |
|                                                                                                              |   |
| Consolidated Statements of  Stockholders’ Equity for the years ended December 31, 2004, 2003, and  2002 |   |
|                                                                                                              |   |
| Consolidated Statements of Cash  Flows for the years ended December 31, 2004, 2003, and 2002                 |   |
|                                                                                                              |   |
| Notes to the Consolidated  Financial Statements                                                                   |   |

 

The portions of the 2004 AnnualReport to Stockholders which are not specifically incorporated by reference asa part of this Form 10-K are not deemed to be a part of this report.

 

**PART IV**

 

**Item 15.  Exhibitsand Financial Statement Schedules**

 
| (a)    |   | 1.     |   | Financial Statements                                                                                                                                          |
|--------|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |   | All financial statements of the Registrant are  incorporated herein by reference as set forth under Item 8, Part II of  this report on Form 10-K/A. |
|   |   |   |   |                                                                                                                                                          |
|   |   | 2.     |   | Financial Statement  Schedules Not applicable.                                                                                                                |

 

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|   |   | 3.     |   | Exhibits  (Numbered in accordance with Item 601 of Regulation S-K) |
|--------|--------|--------|--------|--------------------------------------------------------------------|
|   |   |   |   |                                                               |
|   |   |   |   | The following exhibits  are filed as part of this report:          |
|   |   |   |   |                                                               |
|   |   |   |   | 13.1                                                               |   | Annual Report to  Stockholders |
|   |   |   |   |                                                               |   |   |
|   |   |   |   | 31.1                                                               |   | Certification of  Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) |
|   |   |   |   |                                                               |   |   |
|   |   |   |   | 31.2                                                               |   | Certification of  Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) |
|   |   |   |   |                                                               |   |   |
|   |   |   |   | 32.1                                                               |   | Certification of  Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|   |   |   |   |                                                               |   |   |
|   |   |   |   | 32.2                                                               |   | Certification of  Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

 

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**SIGNATURES**

 

In accordance with Section 13or 15(d) of the Exchange Act, the registrant caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

 
|   | **FIRST OTTAWA BANCSHARES, INC.** |
|--------|-----------------------------------|
|   |                              |   |
|   | By:                               | /s/ Joachim Brown |   |
|   |                              | Joachim Brown,  President and Chief Executive  Officer (Principal Executive Officer) |
|   |                              |   |
|   | By:                               | /s/ Vincent G. Easi |   |
|   |                              | Vincent G. Easi,  Principal Financial Officer |
|   |                              |   |
| Date:  | July 7, 2005                 |   |   |
|        |                                   |  |  |  |

 

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**EXHIBIT INDEX**

 
| **Exhibit Number** | ** ** | **Description**                           | ** ** | **Incorporated by  Reference to** | ** ** | **Attached  Hereto** |
|-------------------------|------------|-------------------------------------------|------------|-----------------------------------|------------|----------------------|
| 13.1                    |       | 2004 Annual Report to  Stockholders       |       |                              |       | X                    |
| 31.1                    |       | Certification of Chief  Executive Officer |       |                              |       | X                    |
| 31.2                    |       | Certification of Chief  Financial Officer |       |                              |       | X                    |
| 32.1                    |       | Certification of Chief  Executive Officer |       |                              |       | X                    |
| 32.2                    |       | Certification of Chief  Financial Officer |       |                              |       | X                    |

 

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