**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

**ANNUAL REPORT UNDER SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**Forthe fiscal year ended December 31, 2009**

 

**Commissionfile number: 000-30495**

 

**FIRSTOTTAWA BANCSHARES, INC.**

(Exact name ofRegistrant as specified in its charter)

 

| **Delaware**                              | ** ** | **36-4331185**                        |
|-------------------------------------------|------------|---------------------------------------|
| (State or Other  Jurisdiction             |       | (I.R.S. Employer  Identification No.) |
| of Incorporation  or Organization)        |       |                                  |
|                                      |       |                                  |
| **701-705  LaSalle Street**               |       |                                  |
| **Ottawa,  Illinois**                     | ** ** | **61350**                             |
| (Address of  Principal Executive Offices) |       | (ZIP Code)                            |

 

**(815)434-0044**

(RegistrantTelephone Number,

including AreaCode)

 

Securities registeredunder Section 12(b) of the Exchange Act:

**None**

 

Securities registeredunder Section 12(g) of the Exchange Act:

 

**CommonStock, par value $1.00 per share**

(Title of Class)

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.  Yes o  No x

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Exchange Act.  Yes o  No x

 

Indicate by check markwhether the registrant:  (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934during the past 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes x  No o

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T during the preceding 12months (or for such shorter period that the registrant was required to submitand post such files).  Yes o  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.  x

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer or a smaller reporting company.  See the definitionsof “large accelerated filer,” “accelerated filer” and “smaller reportingcompany” in Rule 12b-2 of the Exchange Act.

 

| Large  accelerated filer o |   | Accelerated  filer o         |
|----------------------------|--------|------------------------------|
|                       |   |                         |
| Non-accelerated  filer o   |   | Smaller  reporting company x |

 

Indicate by check markwhether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).  Yes o  No x

 

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 30,2009, the last business day of the Company’s most recently completed secondfiscal quarter, was $44,361,150.

 

645,988 shares of commonstock were outstanding as of March 13, 2010.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

The Company’s 2009 AnnualReport to Stockholders is incorporated by reference in Parts II and IV, and theCompany’s Proxy Statement for the Annual Meeting of Stockholders to be held May 19,2010 is incorporated by reference in Part III.

 

Except for those portionsof the 2009 Annual Report incorporated by reference, the Annual Report is notdeemed filed as part of this Report.

 

 

 

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**ExplanatoryNote**

 

FirstOttawa Bancshares, Inc. is filing this Amendment No. 1 to its AnnualReport on Form 10-K for the fiscal year ended December 31, 2009, asfiled with the Securities and Exchange Commission on March 25, 2010, inorder to revise the 2009 Annual Report to Stockholders provided as Exhibit 13.1to that filing, and to incorporate the amended exhibit into the items listedbelow.

 

TheCompany’s 2009 Annual Report to Stockholders, as originally provided in Exhibit 13.1to the above-referenced Form 10-K, is revised as follows:

 

·                  Due to a clerical error, theinterest earned in 2009 on loans, investment CDs, securities, federal fundssold, and interest-earning assets was incorrectly reported (in thousands) as$10,980, $497, $2,865, $203 and $14,545, respectively, in the “Analysis ofAverage Balances, Tax Equivalent Yields and Rates” table found of page 9of the Company’s 2009 Annual Report to Stockholders. The correct amount ofinterest earned in 2009 for each of these asset categories was $9,280, $974,$2,703, $2 and $12,959, respectively. The complete revised 2009 Annual Report to Stockholders containing thisinformation is attached hereto as Exhibit 13.1.

 

·                  The letter to stockholderswhich the Company provides in conjunction with the 2009 Annual Report toStockholders was not included in Exhibit 13.1 as originally filed. Thecomplete text of the Company’s letter to stockholders is now included in therevised Exhibit 13.1 attached hereto.

 

This Form 10-K/Adoes not reflect events occurring after the filing of the original Form 10-Kfiled with the Securities and Exchange Commission on March 25, 2010, ormodify or update those disclosures affected by subsequent events.  Except as described above, the Company hasnot modified or updated other disclosures or information presented in theoriginal Form 10-K.

 

**Item 5.****                            ****Market For Company’sCommon Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities**

 

The information set forthunder the caption “Price Range of Common Stock” on page 44 of the 2009Annual Report to Stockholders (filed as Exhibit 13.1 of this Form 10-K/A)is incorporated herein by reference.

 

The Company’s ability topay dividends to stockholders is largely dependent upon the dividends itreceives from the Bank, and the Bank is subject to regulatory limitations onthe amount of cash dividends it may pay.  See “Business — Supervision andRegulation — The Company — Dividends” and “Business - Supervision andRegulation — The Bank — Dividends” for a more detailed description of theselimitations.

 

**IssuerPurchases of Equity Securities**

 
| **Period**                                            | ** ** | **Total Number of********Shares Purchased** | ** ** | **Average Price Paid********per Share** | ** ** | **Total Number of********Shares Purchased********as Part of Publicly********Announced Plans or********Programs** | ** ** | **Maximum Number********of Shares that May********Yet Be Purchased********Under the Plans or********Programs** | ** ** |
|-------------------------------------------------------|------------|------------------------------------------------------------|------------|--------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| October 1  2009 through October 31, 2009    |       | 0                                                          |       | 0                                                      |       | 0                                                                                                                                                        |       | 0                                                                                                                                                           |       |
| November 1,  2009 through November 30, 2009 |       | 0                                                          |       | 0                                                      |       | 0                                                                                                                                                        |       | 0                                                                                                                                                           |       |
| December 1,  2009 through December 31, 2009 |       | 0                                                          |       | 0                                                      |       | 0                                                                                                                                                        |       | 0                                                                                                                                                           |       |
| Total                                                 |       | 0                                                          |       | 0                                                      |       | 0                                                                                                                                                        |       | 0                                                                                                                                                           |       |

 

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(1)  Repurchasedby the Company in open market purchases with third parties.

 

**Item 6.****                            ****Selected Financial Data**

 

The information set forthunder the caption “Selected Consolidated Financial Information” on page 1of the 2009 Annual Report to Stockholders (filed as Exhibit 13.1 of this Form 10-K/A)is incorporated herein by reference.

 

**Item 7.****                            ****Management’s Discussionand Analysis of Financial Condition and Results of Operations**

 

The information set forthunder the caption “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” on pages 2 through 9 of the 2009 Annual Reportto Stockholders (filed as Exhibit 13.1 of this Form 10-K/A) isincorporated herein by reference.

 

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**Item 7A.****                   ****Quantitative andQualitative Disclosures about Market Risk**

 

The information set forthunder the caption “Quantitative and Qualitative Disclosures about Market Risk”on page 10 of the 2009 Annual Report to Stockholders (filed as Exhibit 13.1of this Form 10-K/A) is incorporated herein by reference.

 

**Item 8.****                            ****Financial Statements andSupplementary Data**

 

The consolidatedfinancial statements of the Company and the Report of Independent RegisteredPublic Accounting Firm as set forth on pages 14 through 43 of the 2009Annual Report to Stockholders (filed as Exhibit 13.1 of this Form 10-K/A)are incorporated herein by reference:

 
| ** **                                                                                                 | **Annual  Report to**  |
|------------------------------------------------------------------------------------------------------------|------------------------|
| ** **                                                                                                 | **Stockholders  Page** |
|                                                                                                       |                   |
| Report of Independent  Registered Public Accounting Firm                                                   | 14                     |
|                                                                                                       |                   |
| Consolidated Balance  Sheets as of December 31, 2009 and 2008                                         | 15                     |
|                                                                                                       |                   |
| Consolidated Statements  of Income for the years ended December 31, 2009, and 2008                    | 16                     |
|                                                                                                       |                   |
| Consolidated Statements  of Stockholders’ Equity for the years ended December 31, 2009, and 2008 | 17                     |
|                                                                                                       |                   |
| Consolidated Statements  of Cash Flows for the years ended December 31, 2009, and 2008                | 18                     |
|                                                                                                       |                   |
| Notes to the  Consolidated Financial Statements                                                            | 19                     |

 

The portions of the 2009Annual Report to Stockholders which are not specifically incorporated byreference as a part of this Form 10-K/A are not deemed to be a part ofthis report.

 

**PART IV**

 

**Item15.  Exhibits and Financial Statement Schedules**

 

Thefollowing exhibits required by Item 601 of Regulation S-K are included along withthis 10-K/A filing:

 
|   | 13.1   | 2009 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  Financial 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**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe 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, Chief  Financial Officer (Principal Financial and Accounting Officer) |
|                       |       |                               |   |
| Date: April 13,  2010 |       |                               |   |

 

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