** **

**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K**

 

| **ý**                                          |   | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934**     |
|-----------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------|
|                                                |   |                                                                                                |
| **For fiscal year ended December 31, 2003**    |
|                                                |   |                                                                                                |
| **OR**                                              |
|                                                |   |                                                                                                |
| **o**                                               |   | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|                                                |   |                                                                                                |
| **For transition period from ________ to ________** |
|                                                |   |                                                                                                |
| **Commission File Number 0 – 17609**           |

 

**WESTSUBURBAN BANCORP, INC.**

(Exact name ofRegistrant as specified in its charter)

 

| **Illinois**                                                                      |   | **36-3452469**                          |
|-----------------------------------------------------------------------------------|--------|-----------------------------------------|
| (State or other jurisdiction  of incorporation or organization)                   |   | (I.R.S. Employer Identification Number) |
|                                                                              |   |                                    |
| **711 South Meyers Road, Lombard, Illinois**                                      |   | **60148**                               |
| (Address of principal executive offices)                                          |   | (Zip Code)                              |
|                                                                              |   |                                    |
| Registrant’s telephone number, including area code:  **(630) 629-4200** |
|                                                                              |   |                                    |
| Securities registered pursuant to Section 12(b) of the Act:                  |

 

| **Title of  Each Class** |   | **Name of  Each Exchange  on which Registered** |
|--------------------------|--------|-------------------------------------------------|
| **None**                 |   | **None**                                        |

 

| Securities registered pursuant to Section 12(g) of the Act: |
|------------------------------------------------------------------|
|                                                             |   |   |
| **Common Stock, no par value**                                   |
| (Title of Class)                                                 |

 

Indicate by check mark whether the Registrant (1) has filed all reportsrequired to be filed by Section 13 or 15 (d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes ýNo o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 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 informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K ý

 

Indicate by check mark whether the Registrant in an accelerated filer(as defined in Rule 12b-2 of the Securities Exchange Act of 1934.  Yes ýNo o

 

 

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The aggregate fair value of voting common stock of Registrant held bynon-affiliates as of February 19, 2004 was $191,366,758 (1). AtDecember 31, 2003, the total number of shares of Common Stock outstandingwas 432,495.

 

Documents Incorporated by Reference:

 

Portions of the Annual Report to Shareholders for the fiscal year endedDecember 31, 2003 are incorporated by reference into Parts I, II and IVhereof, to the extent indicated herein. Portions of the Proxy Statement for theAnnual Meeting of Shareholders to be held May 12, 2004 are incorporated byreference in Part III hereof, to the extent indicated herein.

 

 

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(1)                      Based on the last independentlyappraised fair value of the Registrant’s common stock on February 19,2004, and reports of beneficial ownership filed by directors and executiveofficers of Registrant and by beneficial owners of more than 5% of theoutstanding shares of common stock of Registrant; however, such determinationof shares owned by affiliates does not constitute an admission of affiliatestatus or beneficial interest in shares of common stock of Registrant.

 

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**Special Note Concerning Forward-LookingStatements**

 

This document (including informationincorporated by reference) contains, and future oral and written statements ofthe Company and its management may contain, forward-looking statements withinthe meaning of such term in the Private Securities Litigation Reform Act of1995 with respect to the financial condition, results of operations, plans,objectives, future performance and business of the Company. Forward-lookingstatements, which may be based upon beliefs, expectations and assumptions ofthe Company’s management and on information currently available to management,are generally identifiable by the use of words such as “believe,” “expect,”“anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,”“should” or other similar expressions. Additionally, all statements in thisdocument, including forward-looking statements, speak only as of the date theyare made, and the Company undertakes no obligation to update any statement inlight of new information or future events.

 

The Company’s ability to predict results or the actual effect of futureplans or strategies is inherently uncertain. Factors which could have amaterial adverse effect on the operations and future prospects of the Companyand its subsidiaries include, but are not limited to, the following:

 

•                                          Thestrength of the United States economy in general and the strength of the localeconomies in which the Company conducts its operations which may be lessfavorable than expected and may result in, among other things, a deteriorationin the credit quality and value of the Company’s assets.

 

•                                          Theeconomic impact of terrorist activities and military actions.

 

•                                          Theeffects of, and changes in, federal, state and local laws, regulations andpolicies affecting banking, securities, insurance and monetary and financialmatters.

 

•                                          Theeffects of changes in interest rates (including the effects of changes in therate of prepayments of the Company’s assets) and the policies of the Board ofGovernors of the Federal Reserve System.

 

•                                          Theability of the Company to compete with other financial institutions aseffectively as the Company currently intends due to increases in competitivepressures in the financial services sector.

 

•                                          Theinability of the Company to obtain new customers and to retain existingcustomers.

 

•                                          Thetimely development and acceptance of products and services, including productsand services offered through alternative delivery channels such as theInternet.

 

•                                          Technologicalchanges implemented by the Company and by other parties, including third partyvendors, which may be more difficult or more expensive than anticipated orwhich may have unforeseen consequences to the Company and its customersincluding technological changes implemented for, or related to, new productssuch as stored value cards, payroll cards and other similar products andservices.

 

•                                          Theability of the Company to develop and maintain secure and reliable electronicsystems including systems developed for new products such as stored valuecards, payroll cards and other similar products and services.

 

•                                          Theability of the Company to retain key executives and employees and thedifficulty that the Company may experience in replacing key executives andemployees in an effective manner.

 

•                                          Consumerspending and saving habits which may change in a manner that affects theCompany’s business adversely.

 

•                                          Businesscombinations and the integration of acquired businesses which may be moredifficult or expensive than expected.

 

•                                          Thecosts, effects and outcomes of existing or future litigation.

 

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•                                          Changesin accounting policies and practices, as may be adopted by state and federalregulatory agencies and the Financial Accounting Standards Board.

 

•                                          Theability of the Company to manage the risks associated with the foregoing aswell as anticipated.

 

These risks and uncertainties should be considered in evaluatingforward-looking statements and undue reliance should not be placed on suchstatements. Additional information concerning the Company and its business,including other factors that could materially affect the Company’s financialresults, is included in the Company’s filings with the Securities and ExchangeCommission.

 

# **PART I**

 

## **ITEM 1.**                                  BUSINESS

 

REGISTRANT AND ITS SUBSIDIARY

 

West Suburban Bancorp, Inc., an Illinois corporation (“West Suburban”),is a bank holding company registered under the Bank Holding Company Act of1956, as amended (the “BHCA”), and the parent company of West Suburban Bank,Lombard, Illinois. West Suburban Bank may be referred to as the “Bank” and,collectively, with West Suburban, may be referred to as the “Company.”

 

The Bank is headquartered in Lombard, Illinois, and, as ofDecember 31, 2003, operated 33 full-service branches, four limited-servicebranches, one subsidiary providing insurance products and services and fivedepartments providing financial and other services for the convenience of thecustomers of the Bank throughout the western suburbs of Chicago. Due to thenature of the market areas served by the Bank, the Bank provides a wide rangeof financial services to individuals and small to medium sized businesses. Thewestern suburbs of Chicago have a diversified economy with many corporate headquartersand numerous small to medium sized industrial and non-industrial businesses.

 

The Bank engagesin a general full service retail banking business and offers a broad variety ofconsumer and commercial products and services. The Bank also offers insuranceservices through West Suburban Insurance Services, Inc., travel agency servicesthrough Travel With West Suburban, land trust services, stored value cardproducts through the Prepaid Solutions Group and safe deposit boxes. The Bankprovides extended banking hours including Sunday hours and 24-hour bankingthrough a proprietary network of 60 automated teller machines (“ATMs”),Tele-Bank 24 (a bank-by-phone system) and online banking atwww.westsuburbanbank.com. Other consumer related services are also available,including investment products and a Visa card through West Suburban Bank CardServices.

 

The following table sets forth financial and other informationconcerning the Bank as of and for the year ended December 31, 2003(dollars in thousands):

 
| **Year  Formed/Year  Affiliated With  West Suburban** |   | **Number of  Locations** |   | **Total  Assets** |      | **Shareholders’  Equity** |   | **Net  Income** |   | **Return on  Average** |   |
|-------------------------------------------------------|--------|--------------------------|--------|-------------------|-----------|--------------------------------|--------|-----------------|--------|------------------------|--------|
| **Assets**                                            |   | **Equity**               |
| West Suburban Bank                                    |   |                     |   |              |      |                           |   |            |   |                   |   |   |   |
| (1962/1988)                                           |   | 37                       |   | $                 | 1,707,553 |                           | $      | 133,061         |   | $                      | 25,947 |   | 1.55 | % | 18.46 | % |
|                                                       |        |                          |        |                   |           |                                |        |                 |        |                        |        |  |  |  |  |  |

 

COMPETITION

 

The Company encounters competition in all areas of its businesspursuits. It competes for loans, deposits, fiduciary and other services withfinancial and other institutions located both within and outside of its marketarea. In order to compete effectively, to develop its market base, to maintainflexibility and to move in pace with changing economic, technological andsocial conditions, the Company continuously refines and develops its productsand services. The principal methods of competition in the financial servicesindustry are price, service and convenience.

 

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Under the Gramm-Leach-Bliley Act of 1999 (the “GLBA”), effectiveMarch 11, 2000, securities firms and insurance companies that elect tobecome financial holding companies may acquire banks and other financialinstitutions. The GLBA has significantly changed the competitive environment inwhich the Company and the Bank conduct business. The financial services industrycontinues to become more competitive as technological advances enable morecompanies to provide financial services. These technological advances maydiminish the importance of depository institutions and other financialintermediaries.

 

EMPLOYEES

 

The Company employed 629 persons (499 full-time equivalent employees)on December 31, 2003. The Company believes that its relationship with itsemployees is good.

 

**SUPERVISIONAND REGULATION**

** **

# **General**

# ** **

Financialinstitutions, their holding companies and their affiliates are extensivelyregulated under federal and state law. As a result, the growth and earnings performance of the Company may beaffected not only by management decisions and general economic conditions, butalso by the requirements of federal and state statutes and by the regulationsand policies of various bank regulatory authorities, including the IllinoisCommissioner of Banks and Real Estate (the ”Commissioner”), the Board ofGovernors of the Federal Reserve System (the ”Federal Reserve”) andthe Federal Deposit Insurance Corporation (the “FDIC”).  Furthermore, taxation laws administered bythe Internal Revenue Service and state taxing authorities and securities lawsadministered by the Securities and Exchange Commission (the ”SEC”) andstate securities authorities have an impact on the business of the Company. Theeffect of these statutes, regulations and regulatory policies may besignificant and cannot be predicted with a high degree of certainty.

 

Federal and statelaws and regulations generally applicable to financial institutions regulate,among other things, the scope of business, the kinds and amounts ofinvestments, reserve requirements, capital levels relative to operations, thenature and amount of collateral for loans, the establishment of branches,mergers and consolidations and the payment of dividends. This system ofsupervision and regulation establishes a comprehensive framework for therespective operations of the Company and its subsidiaries and is intendedprimarily for the protection of the FDIC-insured deposits and depositors of theBank, rather than shareholders.

 

The following is asummary of the material elements of the regulatory framework that applies tothe Company and its subsidiaries.  Itdoes not describe all of the statutes, regulations and regulatory policies thatapply, nor does it restate all of the requirements of those that are described.As such, the following is qualified in its entirety by reference to applicablelaw.  Any change in statutes,regulations or regulatory policies may have a material effect on the businessof the Company and its subsidiaries.

 

Recent Regulatory Developments

 

*National BankPreemption.*  OnJanuary 7, 2004, the Office of the Comptroller of the Currency (the “OCC”)issued two final rules that clarify the federal character of the nationalbanking system.  The first rule providesthat, except where made applicable by federal law, state laws that obstruct,impair or condition national banks’ ability to fully exercise theirdeposit-taking, lending and operational powers are not applicable to nationalbanks.  That rule further provides thatthe following types of state laws apply to national banks to the extent thatthey only incidentally affect the exercise of national banks’ deposit-taking,lending and operational powers: contract, criminal, taxation, tort, zoning andlaws relating to certain homestead rights, rights to collect debts,acquisitions and transfers of property and other laws as determined to apply tonational banks by the OCC.  The secondrule affirms that, under federal law, with some exceptions, the OCC hasexclusive visitorial authority (the power to inspect, examine, supervise andregulate) with respect to the content and conduct of activities authorized fornational banks.  These controversialrules give national banks, especially those that operate in multiple states, asignificant competitive advantage over state-chartered banks, such as the Bank,and are therefore likely to be challenged by individuals and organizations thatrepresent the interests of individual states and state-chartered banks.  Both the U.S. House Committee on FinancialServices and the New York Attorney General have already initiated suchchallenges.

 

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*FACT Act. *On December 4,2003, President Bush signed into law the Fair and Accurate Credit TransactionsAct of 2003 (the “FACT Act”), which contains numerous amendments to theFair Credit Reporting Act relating to matters including identity theft andprivacy.  Among its other provisions,the FACT Act requires financial institutions: (i) to establish an identitytheft prevention program; (ii) to enhance the accuracy and integrity ofinformation furnished to consumer reporting agencies; and (iii) to allowcustomers to prevent financial institution affiliates from using, for marketingsolicitation purposes, transaction and experience information about thecustomers received from the financial institution.  The FACT Act also requires the federal banking regulators, andcertain other agencies, to promulgate regulations to implement itsprovisions.  The various provisions ofthe FACT Act contain different effective dates including March 31, 2004,for those provisions of the FACT Act that do not require significant changes tobusiness procedures, and December 1, 2004, for certain other provisionsthat will require significant business procedure changes.

 

West Suburban

 

*General. *West Suburban, as the sole shareholder of theBank, is a bank holding company.  As abank holding company, West Suburban is registered with, and is subject toregulation by, the Federal Reserve under the Bank Holding Company Act of 1956,as amended (the “BHCA”).  In accordancewith Federal Reserve policy, West Suburban is expected to act as a source offinancial strength to the Bank and to commit resources to support the Bank incircumstances where West Suburban might not otherwise do so.  Under the BHCA, West Suburban is subject toperiodic examination by the Federal Reserve. West Suburban is also required to file with the Federal Reserve periodicreports of West Suburban’s operations and such additional information regardingWest Suburban and its subsidiaries as the Federal Reserve may require.

 

*Acquisitions, Activities and Changein Control.* The primary purpose of a bank holding company isto control and manage banks.  The BHCA generally requires the priorapproval of the Federal Reserve for any merger involving a bank holding companyor any acquisition by a bank holding company of another bank or bank holdingcompany acquisition.  Subject to certainconditions (including certain deposit concentration limits established by theBHCA), the Federal Reserve may allow a bank holding company to acquire bankslocated in any state of the United States. In approving interstateacquisitions, the Federal Reserve is required to give effect to applicablestate law limitations on the aggregate amount of deposits that may be held bythe acquiring bank holding company and its insured depository institution affiliatesin the state in which the target bank is located (provided that those limits donot discriminate against out-of-state depository institutions or their holdingcompanies) and state laws that require that the target bank have been inexistence for a minimum period of time (not to exceed five years) before beingacquired by an out-of-state bank holding company.

 

The BHCA generallyprohibits West Suburban from acquiring direct or indirect ownership or controlof more than 5% of the voting shares of any company that is not a bank and fromengaging in any business other than that of banking, managing and controllingbanks or furnishing services to banks and their subsidiaries.  This general prohibition is subject to a numberof exceptions. The principal exception allows bank holding companies to engagein, and to own shares of companies engaged in, certain businesses found by theFederal Reserve to be “so closely related to banking ... as to be a properincident thereto.”  This authority wouldpermit West Suburban to engage in a variety of banking-related businesses,including the operation of a thrift, consumer finance, equipment leasing, theoperation of a computer service bureau (including software development) andmortgage banking and brokerage. The BHCA generally does not place territorialrestrictions on the domestic activities of non-bank subsidiaries of bankholding companies.

 

Additionally, bankholding companies that meet certain eligibility requirements prescribed by theBHCA and elect to operate as financial holding companies may engage in, or ownshares in companies engaged in, a wider range of nonbanking activities,including securities and insurance underwriting and sales, merchant banking andany other activity that the Federal Reserve, in consultation with the Secretaryof the Treasury, determines by regulation or order is financial in nature,incidental to any such financial activity or complementary to any suchfinancial activity and does not pose a substantial risk to the safety orsoundness of depository institutions or the financial system generally.  As of the date of this filing, West Suburbanhas neither applied for nor received approval to operate as a financial holdingcompany.

 

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Federal law alsoprohibits any person or company from acquiring “control” of an FDIC-insureddepository institution or its holding company without prior notice to theappropriate federal bank regulator. “Control” is conclusively presumed to exist upon the acquisition of 25%or more of the outstanding voting securities of a bank or bank holding company,but may arise under certain circumstances at 10% ownership.

 

*Capital Requirements.*  Bank holding companies are required tomaintain minimum levels of capital in accordance with Federal Reserve capitaladequacy guidelines.  If capital levelsfall below the minimum required levels, a bank holding company, among otherthings, may be denied approval to acquire or establish additional banks ornon-bank businesses.

 

The FederalReserve’s capital guidelines establish the following minimum regulatory capitalrequirements for bank holding companies: (i) a risk-based requirement expressedas a percentage of total assets weighted according to risk; and (ii) a leveragerequirement expressed as a percentage of total assets.  The risk-based requirement consists of aminimum ratio of total capital to total risk-weighted assets of 8% and aminimum ratio of Tier 1 capital to total risk-weighted assets of 4%.  The leverage requirement consists of aminimum ratio of Tier 1 capital to total assets of 3% for the most highly ratedcompanies, with a minimum requirement of 4% for all others.  For purposes of these capital standards,Tier 1 capital consists primarily of permanent stockholders’ equity lessintangible assets (other than certain loan servicing rights and purchasedcredit card relationships). Total capital consists primarily of Tier 1 capitalplus certain other debt and equity instruments that do not qualify as Tier 1capital and a portion of the Company’s allowance for loan and lease losses.

 

The risk-based andleverage standards described above are minimum requirements. Higher capitallevels will be required if warranted by the particular circumstances or riskprofiles of individual banking organizations. For example, the FederalReserve’s capital guidelines contemplate that additional capital may berequired to take adequate account of, among other things, interest rate risk orthe risks posed by concentrations of credit, nontraditional activities orsecurities trading activities.  Further,any banking organization experiencing or anticipating significant growth wouldbe 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, 2003, West Suburbanhad regulatory capital in excess of the Federal Reserve’s minimum requirements.

 

*Dividend Payments. *West Suburban’s ability topay dividends to its shareholders may be affected by both general corporate lawconsiderations and policies of the Federal Reserve applicable to bank holdingcompanies*.*As an Illinois corporation, West Suburban is subject to the IllinoisBusiness Corporation Act, as amended, which prohibits West Suburban from payinga dividend if, after giving effect to the dividend: (i) West Suburban would beinsolvent; or (ii) the net assets of West Suburban would be less than zero; or(iii) the net assets of West Suburban would be less than the maximum amountthen payable to shareholders of West Suburban who would have preferentialdistribution rights if West Suburban were liquidated. Additionally, policies ofthe Federal Reserve caution that a bank holding company should not pay cashdividends that exceed its net income or that can only be funded in ways thatweaken the bank holding company’s financial health, such as by borrowing.  The Federal Reserve also possessesenforcement powers over bank holding companies and their non-bank subsidiariesto prevent or remedy actions that represent unsafe or unsound practices orviolations of applicable statutes and regulations.  Among these powers is the ability to proscribe the payment ofdividends by banks and bank holding companies.

 

*Federal Securities Regulation.*  West Suburban’s common stock is registeredwith the SEC under the Securities Act of 1933, as amended, and the SecuritiesExchange Act of 1934, as amended (the ”Exchange Act”).  Consequently, West Suburban is subject to theinformation, proxy solicitation, insider trading and other restrictions andrequirements of the SEC under the Exchange Act.

 

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The Bank

## ** **

*General. *The Bank is an Illinois-chartered bank, thedeposit accounts of which are insured by the FDIC’s Bank Insurance Fund(“BIF”).  As an Illinois-chartered bank,the Bank is subject to the examination, supervision, reporting and enforcementrequirements of the Commissioner, the chartering authority for Illinois banks,and the FDIC, designated by federal law as the primary federal regulator ofstate-chartered, FDIC-insured banks that, like the Bank, are not members of theFederal Reserve System (“non-member banks”).

 

*Deposit Insurance.*  As an FDIC-insured institution, the Bank isrequired to pay deposit insurance premium assessments to the FDIC.  The FDIC has adopted a risk-based assessmentsystem under which all insured depository institutions are placed into one ofnine categories and assessed insurance premiums based upon their respectivelevels of capital and results of supervisory evaluations.  Institutions classified as well-capitalized(as defined by the FDIC) and considered healthy pay the lowest premium whileinstitutions that are less than adequately capitalized (as defined by theFDIC) and considered of substantial supervisory concern pay the highestpremium.  Risk classification of allinsured institutions is made by the FDIC for each semi-annual assessmentperiod.

 

During the yearended December 31, 2003, BIF assessments ranged from 0% of deposits to 0.27%of deposits.  For the semi-annualassessment period beginning January 1, 2004, BIF assessment rates willcontinue to range from 0% of deposits to 0.27% of deposits.

 

*FICO Assessments.*  Since1987, a portion of the deposit insurance assessments paid by members of theFDIC’s Savings Association Insurance Fund (“SAIF”) has been used to coverinterest payments due on the outstanding obligations of the FinancingCorporation (“FICO”). FICO was created in 1987 to finance the recapitalizationof the Federal Savings and Loan Insurance Corporation, the SAIF’s predecessorinsurance fund. As a result of federal legislation enacted in 1996, beginningas of January 1, 1997, both SAIF members and BIF members became subject toassessments to cover the interest payments on outstanding FICO obligationsuntil the final maturity of such obligations in 2019.  These FICO assessments are in addition to amounts assessed by theFDIC for deposit insurance. During the year ended December 31, 2003, theFICO assessment rate for BIF and SAIF members was approximately 0.02% ofdeposits.

 

*Supervisory Assessments.*  All Illinois banks are required to paysupervisory assessments to the Commissioner to fund the operations of theCommissioner.  The amount of theassessment is calculated on the basis of an institution’s total assets,including consolidated subsidiaries, as reported to the Commissioner.  During the year ended December 31,2003, the Bank paid supervisory assessments to the Commissioner totaling $.15million.

 

*Capital Requirements.*Banks are generally required to maintain capital levels in excess of otherbusinesses.  The FDIC has establishedthe following minimum capital standards for state-chartered insured non-memberbanks, such as the Bank:  (i) a leveragerequirement consisting of a minimum ratio of Tier 1 capital to total assets of3% for the most highly-rated banks with a minimum requirement of at least 4%for all others; and (ii) a risk-based capital requirement consisting of aminimum ratio of total capital to total risk-weighted assets of 8% and aminimum ratio of Tier 1 capital to total risk-weighted assets of 4%. Forpurposes of these capital standards, the components of Tier 1 capital and totalcapital are the same as those for bank holding companies discussed above.

 

The capitalrequirements described above are minimum requirements.  Higher capital levels will be required ifwarranted by the particular circumstances or risk profiles of individualinstitutions.  For example, regulationsof the FDIC provide that additional capital may be required to take adequateaccount of, among other things, interest rate risk or the risks posed byconcentrations of credit, nontraditional activities or securities tradingactivities.

 

Further, federallaw and regulations provide various incentives for financial institutions tomaintain regulatory capital at levels in excess of minimum regulatoryrequirements. For example, a financial institution that is “well-capitalized”may qualify for exemptions from prior notice or application requirementsotherwise applicable to certain types of activities and may qualify forexpedited processing of other required notices or applications. Additionally,one of the criteria that determines a bank holding company’s eligibility tooperate as a financial holding company is a requirement that all of itsfinancial institution subsidiaries be “well-capitalized.” Under the regulationsof the FDIC, in order to be “well-capitalized” a financial institution mustmaintain a ratio of total capital 

 

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to total risk-weighted assets of 10% or greater, a ratio of Tier 1capital to total risk-weighted assets of 6% or greater and a ratio of Tier 1capital to total assets of 5% or greater.

 

Federal law also provides the federal banking regulators with broadpower to take prompt corrective action to resolve the problems ofundercapitalized institutions.  Theextent of the regulators’ powers depends on whether the institution in questionis “adequately capitalized,” “undercapitalized,” “significantlyundercapitalized” or “critically undercapitalized,” in each case as defined byregulation.  Depending upon the capitalcategory to which an institution is assigned, the regulators’ corrective powersinclude:  (i) requiring the institutionto submit a capital restoration plan; (ii) limiting the institution’sasset growth and restricting its activities; (iii) requiring the institution toissue additional capital stock (including additional voting stock) or to beacquired; (iv) restricting transactions between the institution and itsaffiliates; (v) restricting the interest rate the institution may pay ondeposits; (vi) ordering a new election of directors of the institution; (vii)requiring that senior executive officers or directors be dismissed; (viii)prohibiting the institution from accepting deposits from correspondent banks;(ix) requiring the institution to divest certain subsidiaries; (x) prohibitingthe payment of principal or interest on subordinated debt; and (xi) ultimately,appointing a receiver for the institution.

 

As ofDecember 31, 2003: (i) the Bank was not subject to a directive from theFDIC to increase its capital to an amount in excess of the minimum regulatorycapital requirements; (ii) the Bank exceeded its minimum regulatory capitalrequirements under FDIC capital adequacy guidelines; and (iii) the Bank was“well-capitalized,” as defined by FDIC regulations.

 

*Dividend Payments.*  The primary source of funds for WestSuburban is dividends from the Bank. Under the Illinois Banking Act, Illinois-chartered banks generally maynot pay dividends in excess of their net profits. The payment of dividends byany financial institution or its holding company is affected by the requirementto maintain adequate capital pursuant to applicable capital adequacy guidelinesand regulations, and a financial institution generally is prohibited frompaying any dividends if, following payment thereof, the institution would beundercapitalized.  As described above,the Bank exceeded its minimum capital requirements under applicable guidelinesas of December 31, 2003.  As ofDecember 31, 2003, approximately $10.6 million was available to be paid asdividends by the Bank.  Notwithstandingthe availability of funds for dividends, however, the FDIC may prohibit thepayment of any dividends by the Bank if the FDIC determines that dividendpayments would constitute an unsafe or unsound practice.

 

*Insider Transactions.*  The Bank is subject to certain restrictionsimposed by federal law on extensions of credit to the Company, on investmentsin the stock or other securities of the Company and the acceptance of the stockor other securities of the Company as collateral for loans made by theBank.  Certain limitations and reportingrequirements are also placed on extensions of credit by the Bank to itsdirectors and officers, to directors and officers of the Company, to principalshareholders of the Company and to “related interests” of such directors,officers and principal shareholders.  Inaddition, federal law and regulations may affect the terms upon which anyperson who is a director or officer of the Company or the Bank or a principalshareholder of the Company may obtain credit from banks with which the Bankmaintains a correspondent relationship.

 

*Safety and Soundness Standards.*  The federal banking agencies have adoptedguidelines that establish operational and managerial standards to promote thesafety and soundness of federally insured depository institutions.  The guidelines set forth standards forinternal controls, information systems, internal audit systems, loandocumentation, credit underwriting, interest rate exposure, asset growth,compensation, fees and benefits, asset quality and earnings.

 

In general, the safety and soundness guidelines prescribe the goals tobe achieved in each area, and each institution is responsible for establishingits own procedures to achieve those goals. If an institution fails to comply with any of the standards set forth inthe guidelines, the institution’s primary federal regulator may require theinstitution to submit a plan for achieving and maintaining compliance. If aninstitution fails to submit an acceptable compliance plan, or fails in anymaterial respect to implement a compliance plan that has been accepted by itsprimary federal regulator, the regulator is required to issue an orderdirecting the institution to cure the deficiency. Until the deficiency cited inthe regulator’s order is cured, the regulator may restrict the institution’srate of growth, require the institution to increase its capital, restrict therates the institution pays on deposits or require the institution to take anyaction the regulator deems appropriate under the circumstances. Noncompliancewith the standards established

 

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by the safety and soundness guidelines may also constitute grounds forother enforcement action by the federal banking regulators, including cease anddesist orders and civil money penalty assessments.

 

*Branching Authority.*Illinois-chartered banks, such as the Bank, have the authority under Illinoislaw to establish branches anywhere in the State of Illinois, subject to receiptof all required regulatory approvals.

 

Federal lawpermits state and national banks to merge with banks in other states subjectto: (i) regulatory approval; (ii) federal and state deposit concentrationlimits; and (iii) state law limitations requiring the merging bank to have beenin existence for a minimum period of time (not to exceed five years) prior tothe merger.  The establishment of newinterstate branches or the acquisition of individual branches of a bank inanother state (rather than the acquisition of an out-of-state bank in its entirety)is permitted only in those few states that authorize such expansion.

 

*State Bank Investments andActivities.*  The Bankgenerally is permitted to make investments and engage in activities directly orthrough subsidiaries as authorized by Illinois law.  However, under federal law and FDIC regulations, FDIC-insuredstate banks are prohibited, subject to certain exceptions, from making orretaining equity investments of a type, or in an amount, that are notpermissible for a national bank. Federal law and FDIC regulations also prohibit FDIC-insured state banksand their subsidiaries, subject to certain exceptions, from engaging asprincipal in any activity that is not permitted for a national bank unless thebank meets, and continues to meet, its minimum regulatory capital requirementsand the FDIC determines the activity would not pose a significant risk to thedeposit insurance fund of which the bank is a member.  These restrictions have not had, and are not currently expectedto have, a material impact on the operations of the Bank.

 

*Federal Reserve System.*  Federal Reserve regulations, as presently ineffect, require depository institutions to maintain non-interest earningreserves against their transaction accounts (primarily NOW and regular checkingaccounts), as follows:  for transactionaccounts aggregating $45.4 million or less, the reserve requirement is 3% oftotal transaction accounts; and for transaction accounts aggregating in excessof $45.4 million, the reserve requirement is $1.164 million plus 10% of theaggregate amount of total transaction accounts in excess of$45.4 million.  The first $6.6million of otherwise reservable balances are exempted from the reserverequirements.  These reserve requirementsare subject to an annual adjustment by the Federal Reserve.  The Bank is in compliance with the foregoingrequirements.

 

The Insurance Subsidiary

 

The Bank is thesole shareholder of West Suburban Insurance Services, Inc. (“WSIS”), anIllinois corporation licensed as a general insurance agency by the IllinoisDepartment of Insurance (the “Department”). WSIS is subject to supervision andregulation by the Department with regard to compliance with the laws andregulations governing insurance agents and by the Commissioner and the FDICwith regard to compliance with banking laws and regulations applicable tosubsidiaries of Illinois-chartered, FDIC insured banks.

 

Available Information

 

West Suburban’s Internet address is www.westsuburbanbank.com.  Beginning from at least November 15,2002, West Suburban has made available on or through its Internet website itsannual report on Form 10-K, quarterly reports on Form 10-Q, current reports onForm 8-K and any amendments to those reports filed or furnished pursuant toSection 13(a) or 15(d) of the Exchange Act as soon as reasonably practicableafter such material was electronically filed with, or furnished to, theSecurities and Exchange Commission.

 

10

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EXECUTIVE OFFICERS OF WEST SUBURBAN

 

The names and ages of the executive officers of West Suburban, alongwith a brief description of the business experience of each person during thepast five years, and certain other information is set forth below:

 
| **Name (Age) and Position and  Offices with West   Suburban (year first elected to office)** |   | **Principal  Occupations and Employment for Past Five  Years and Other Information**                     |
|----------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------|
|                                                                                         |   |                                                                                                     |
| Kevin J. Acker (54)  Chairman and Chief Executive Officer (1993) and Vice President (1986)   |   | Senior Vice President, Marketing of the  Bank since 1997                                                 |
|                                                                                         |   |                                                                                                     |
| Keith W. Acker (54)  Chief Operations Officer (1996)                                         |   | Director, President and Trust Officer of  the Bank since 1986                                            |
|                                                                                         |   |                                                                                                     |
| Duane G. Debs (47)  President (1997) and Chief Financial   Officer (1993)               |   | Senior Vice President, Trust Officer of the  Bank since 1997 and Comptroller of the Bank since 1987      |
|                                                                                         |   |                                                                                                     |
| Michael P. Brosnahan (54)  Vice President (1997)                                             |   | Senior Vice President, Commercial Lending  and Community Reinvestment Act Officer of the Bank since 1989 |

 

11

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STATISTICAL DATA

 

The statistical data required by Exchange Act Industry Guide 3,“Statistical Disclosure By Bank Holding Companies,” has been incorporated byreference from the Company’s 2003 Annual Report to Shareholders (attached asExhibit 13 hereto) or is set forth below. This data should be read inconjunction with the Company’s 2003 Consolidated Financial Statements andrelated notes, and the discussion included in Management’s Discussion andAnalysis of Financial Condition and Results of Operations as set forth in theCompany’s 2003 Annual Report to Shareholders.

 

Securities

 

The following table sets forth by category the amortized cost ofsecurities at December 31 (dollars in thousands):

 
|                                      |   | **2003** |    | **2002** |   | **2001** |   |
|-------------------------------------------|--------|----------|---------|----------|--------|----------|--------|
| Available for sale                        |   |     |    |     |   |     |   |
| Corporate                                 |   | $        | 45,831  |     | $      | 63,251   |   | $ | 124,811 |   |
| U.S. government agencies and corporations |   | 323,910  |    | 167,075  |   | 9,280    |   |
| Mortgage-backed                           |   | 38,346   |    | 18,228   |   | —   |   |
| States and political subdivisions         |   | 33,420   |    | 2,842    |   | 405      |   |
| Preferred stock                           |   | 17,239   |    | 17,240   |   | 8,251    |   |
| Total securities available for sale       |   | 458,746  |    | 268,636  |   | 142,747  |   |
| Held to maturity                          |   |     |    |     |   |     |   |
| U.S. government agencies and corporations |   | 13,998   |    | 23,012   |   | 90,086   |   |
| Mortgage-backed                           |   | 1,959    |    | 3,115    |   | 3,438    |   |
| States and political subdivisions         |   | 13,238   |    | 23,750   |   | 27,444   |   |
| Total securities held to maturity         |   | 29,195   |    | 49,877   |   | 120,968  |   |
| Federal Home Loan Bank stock              |   | 5,039    |    | 4,668    |   | 4,434    |   |
| Total securities                          |   | $        | 492,980 |     | $      | 323,181  |   | $ | 268,149 |   |

 

The following table sets forth, by contractual maturity, the amortizedcost and weighted average yield of debt securities available for sale atDecember 31, 2003. Yields on tax-exempt securities represent actual couponyields, net of premium amortization and discount accretion (dollars inthousands):

 
|                              |   | **Corporate**       |   | **U.S.  Government  Agencies and  Corporations** |   | **Mortgage-backed** |   | **States and  Political  Subdivisions** |   |
|-----------------------------------|--------|---------------------|--------|--------------------------------------------------|--------|---------------------|--------|----------------------------------------------|--------|
|                              |   | **Amortized  Cost** |   | **Weighted  Average  Yield**                     |   | **Amortized  Cost** |   | **Weighted  Average  Yield**                 |   | **Amortized  Cost** |   | **Weighted  Average  Yield** |   | **Amortized  Cost** |   | **Weighted  Average  Yield** |   |
| Within 1 year                     |   | $                   | 7,103  |                                             | 4.11   | %                   | $      | —                                       |   | — | % | $ | — |   | — | % | $ | 537 |   | 2.26 | % |
| After 1 year but within 5 years   |   | 28,761              |   | 3.63                                             | %      | 214,555             |   | 3.56                                         | %      | — |   | — | % | 1,955 |   | 2.82 | % |
| After 5 years but within 10 years |   | 9,967               |   | 6.22                                             | %      | 108,432             |   | 3.69                                         | %      | 36,675 |   | 3.86 | % | 18,167 |   | 3.13 | % |
| After 10 years                    |   | —              |   | —                                           | %      | 923                 |   | 3.76                                         | %      | 1,671 |   | 3.90 | % | 12,761 |   | 4.06 | % |
| Total                             |   | $                   | 45,831 |                                             | 4.27   | %                   | $      | 323,910                                      |   | 3.61 | % | $ | 38,346 |   | 3.86 | % | $ | 33,420 |   | 3.45 | % |

 

The weighted average yield on preferred stock and Federal Home LoanBank stock was 5.11% at December 31, 2003.

 

12

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The following table sets forth, by contractual maturity, the amortizedcost and weighted average yield of securities held to maturity atDecember 31, 2003 (dollars in thousands). Yields on tax-exempt securitiesrepresent actual coupon yields, net of premium amortization and discountaccretion:

 
|                              |   | **U.S.  Government  Agencies and  Corporations** |   | **Mortgage-backed**          |   | **States and  Political  Subdivisions** |   |
|-----------------------------------|--------|--------------------------------------------------|--------|------------------------------|--------|-----------------------------------------|--------|
|                              |   | **Amortized  Cost**                              |   | **Weighted  Average  Yield** |   | **Amortized  Cost**                     |   | **Weighted  Average  Yield** |   | **Amortized  Cost** |   | **Weighted  Average  Yield** |   |
| Within 1 year                     |   | $                                                | 7,998  |                         | 4.41   | %                                       | $      | — |   | — | % | $ | 848 |   | 4.19 | % |
| After 1 year but within 5 years   |   | 6,000                                            |   | 4.42                         | %      | —                                  |   | — | % | 3,192 |   | 4.84 | % |
| After 5 years but within 10 years |   | —                                           |   | —                       | %      | —                                  |   | — | % | 6,614 |   | 4.76 | % |
| After 10 years                    |   | —                                           |   | —                       | %      | 1,959                                   |   | 4.36 | % | 2,584 |   | 4.95 | % |
| Total                             |   | $                                                | 13,998 |                         | 4.41   | %                                       | $      | 1,959 |   | 4.36 | % | $ | 13,238 |   | 4.78 | % |

 

No securities holdings of a single issuer, other than U.S. governmentagencies and corporations, exceed 10% of shareholders’ equity of the Company atDecember 31, 2003. Expected maturities may differ from contractualmaturities because issuers may have the right to call or prepay obligationswith or without prepayment penalties. Approximately $236.8 million ofsecurities are callable in 2004. Most of these callable securities were issuedby U.S. government agencies and corporations.

 

During 2001, the Company wrote down its investments in debt securitiesissued by Comdisco, Inc., FINOVA Group, Inc. and Enron Corp. after making adetermination that the value of the debt securities had become impaired. Theseimpairment losses totaled $3.0 million in 2001. The carrying values of theComdisco, Inc., FINOVA Group, Inc. and Enron Corp. securities totaled $4.8million at December 31, 2001. The Comdisco, Inc. and Enron Corp. securitieswere sold in 2002. The carrying value of the FINOVA Group, Inc. securities was$.7 million and $.4 million at December 31, 2003 and 2002, respectively.

 

Loan Portfolio

 

The following table sets forth the major loan categories atDecember 31 (dollars in thousands):

 
|                      |   | **2003**  |      | **2002**  |   | **2001**  |   | **2000**  |      | **1999** |   |
|---------------------------|--------|-----------|-----------|-----------|--------|-----------|--------|-----------|-----------|----------|--------|
| Commercial                |   | $         | 270,220   |      | $      | 330,775   |   | $         | 323,036   |     | $      | 276,519 |   | $ | 212,505 |   |
| Consumer                  |   | 10,040    |      | 11,591    |   | 10,514    |   | 9,101     |      | 10,451   |   |
| Indirect automobile       |   | 60,929    |      | 90,617    |   | 102,183   |   | 100,847   |      | 81,782   |   |
| Real estate               |   |      |      |      |   |      |   |      |      |     |   |
| Residential               |   | 135,776   |      | 135,311   |   | 152,495   |   | 180,089   |      | 169,035  |   |
| Commercial                |   | 217,865   |      | 212,010   |   | 195,800   |   | 183,899   |      | 160,522  |   |
| Home equity               |   | 205,272   |      | 169,020   |   | 145,972   |   | 133,609   |      | 126,496  |   |
| Construction              |   | 171,975   |      | 174,001   |   | 157,328   |   | 129,316   |      | 79,526   |   |
| Held for sale             |   | 989       |      | 4,224     |   | 5,840     |   | 160       |      | 338      |   |
| Credit card               |   | 14,424    |      | 13,732    |   | 10,437    |   | 12,037    |      | 12,960   |   |
| Other                     |   | 697       |      | 1,382     |   | 2,033     |   | 1,962     |      | 2,850    |   |
| Total                     |   | 1,088,187 |      | 1,142,663 |   | 1,105,638 |   | 1,027,539 |      | 856,465  |   |
| Allowance for loan losses |   | (14,420   | )         | (13,847   | )      | (12,262   | )      | (11,399   | )         | (10,759  | )      |
| Loans, net                |   | $         | 1,073,767 |      | $      | 1,128,816 |   | $         | 1,093,376 |     | $      | 1,016,140 |   | $ | 845,706 |   |

 

13

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The following table sets forth the maturity and interest rate sensitivityof selected loan categories at December 31, 2003 (dollars in thousands):

 
|                     |   | **Remaining  Maturity** |    |
|--------------------------|--------|-------------------------|---------|
|                     |   | **One year  or less**   |    | **One to  five years** |   | **Over  five years** |   | **Total** |   |
| Real estate-construction |   | $                       | 170,279 |   | $ | 1,344 |   | $ | 352 |   | $ | 171,975 |   |
| Other loans              |   | 388,524                 |    | 337,160 |   | 190,528 |   | 916,212 |   |
| Total                    |   | $                       | 558,803 |   | $ | 338,504 |   | $ | 190,880 |   | $ | 1,088,187 |   |
|                     |   |                    |    |   |   |   |   |   |   |
| Variable rate            |   | $                       | 538,195 |   | $ | 177,165 |   | $ | 7,747 |   | $ | 723,107 |   |
| Fixed rate               |   | 20,608                  |    | 161,339 |   | 183,133 |   | 365,080 |   |
| Total                    |   | $                       | 558,803 |   | $ | 338,504 |   | $ | 190,880 |   | $ | 1,088,187 |   |

 

Nonperforming Loans

 

The following table sets forth the aggregate amount of nonperformingloans and selected ratios at December 31 (dollars in thousands):

 
|                                                  |   | **2003** |   | **2002** |   | **2001** |   | **2000** |   | **1999** |   |
|-------------------------------------------------------|--------|----------|--------|----------|--------|----------|--------|----------|--------|----------|--------|
| Loans past due 90 days or  more still on accrual |   | $        | 380    |     | $      | 1,789    |   | $        | 11,338 |     | $      | 491 |   | $ | 1,184 |   |
| Nonaccrual loans                                      |   | 15,008   |   | 12,021   |   | 3,945    |   | 1,064    |   | 3,544    |   |
| Total nonperforming loans                             |   | 15,388   |   | 13,810   |   | 15,283   |   | 1,555    |   | 4,728    |   |
| Other real estate                                     |   | 1,266    |   | 40       |   | 1,410    |   | 1,940    |   | 3,488    |   |
| Total nonperforming assets                            |   | $        | 16,654 |     | $      | 13,850   |   | $        | 16,693 |     | $      | 3,495 |   | $ | 8,216 |   |
| Nonperforming loans as a percent of total  loans      |   | 1.4      | %      | 1.2      | %      | 1.4      | %      | 0.2      | %      | 0.6      | %      |
| Nonperforming assets as a percent of total  assets    |   | 1.0      | %      | 0.9      | %      | 1.1      | %      | 0.2      | %      | 0.6      | %      |

 

The Company’s policy is to discontinue accruing interest on a loan whenit becomes 90 days past due or when management believes, after consideringeconomic and business conditions and collection efforts, that the borrower’sfinancial condition is such that collection of principal or interest isdoubtful. In some circumstances a loan that is more than 90 days past due canremain on accrual status if it is fully secured and in process of collection.When a loan has been placed on nonaccrual, interest earned but not collected ischarged back to interest income. When payments are received on nonaccrual loansthey are first applied to principal, then to interest income and finally toexpenses incurred for collection. Interest income received on nonaccrual loanswas immaterial for the years presented above. As of the date of this Form 10-K,management does not believe that there are potential problem loans that are notincluded in the disclosure above.

 

Allowance for Loan Losses

 

The Company maintains an allowance for loan losses at a levelmanagement believes is sufficient to absorb credit losses inherent in the loanportfolio. The allowance for loan losses represents the Company’s estimate ofprobable losses in the loan portfolio at each balance sheet date and is basedon the review of available and relevant information. The allowance containsallocations for probable losses that have been identified relating to specificborrowing relationships as well as probable losses for pools of loans. Theallowance for loan losses is reassessed monthly by the Company to determine theappropriate level of the allowance. The amount of the allowance for loan lossesis determined based on a variety of factors, including assessment of the creditrisk of the loans in the loan portfolio, volume of the loans, delinquent loans,evaluation of current economic conditions in the market area, actual

 

14

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charge-offs during the period and historical loss experience. Loanquality is continually monitored by management and reviewed by the loancommittee on a monthly basis.

 

All categories of loans are evaluated on a category by category basis.In addition, individual commercial, construction and commercial mortgage loansare evaluated to determine if a specific loss allocation is needed for problemloans deemed to have a shortfall in collateral. Management also considers theborrower’s current economic status including liquidity and future businessviability. Other factors used in the allocation of the allowance include levelsand trends of past dues and charge-offs along with concentrations of creditwithin the commercial and commercial real estate loan portfolios. Thisevaluation is inherently subjective as it requires estimates that aresusceptible to significant revision as more information becomes available or asfuture events occur. Along with the allocation of the allowance on a categoryby category basis and the specific allocations for individual borrowingrelationships, the allowance includes a relatively small portion that remainsunallocated.

 

Management adjusts the allowance for loan losses by recording aprovision for loan losses in an amount sufficient to maintain the allowance atthe level determined appropriate. Loans are charged-off when deemed to be uncollectibleby management. The Company believes that the allowance for loan losses isadequate to provide for estimated probable credit losses inherent in the loanportfolio.

 

The following table sets forth the activity in the allowance for loanlosses for the years ended and at December 31 (dollars in thousands):

 
|                                                   |   | **2003** |   | **2002** |   | **2001** |   | **2000** |   | **1999** |   |
|--------------------------------------------------------|--------|----------|--------|----------|--------|----------|--------|----------|--------|----------|--------|
| Allowance for loan losses at beginning  of period |   | $        | 13,847 |     | $      | 12,262   |   | $        | 11,399 |     | $      | 10,759 |   | $ | 9,998 |   |
| Loan charge-offs                                       |   |     |   |     |   |     |   |     |   |     |   |
| Commercial                                             |   | 1,408    |   | 5,869    |   | 1,789    |   | 1,132    |   | 2,109    |   |
| Consumer                                               |   | 19       |   | 61       |   | 6        |   | 50       |   | 9        |   |
| Indirect automobile                                    |   | 186      |   | 244      |   | 171      |   | 101      |   | 51       |   |
| Real estate                                            |   |     |   |     |   |     |   |     |   |     |   |
| Residential                                            |   | —   |   | —   |   | 45       |   | 7        |   | 88       |   |
| Commercial                                             |   | 48       |   | 341      |   | —   |   | —   |   | —   |   |
| Home equity                                            |   | 9        |   | —   |   | 30       |   | —   |   | —   |   |
| Construction                                           |   | —   |   | —   |   | —   |   | —   |   | 23       |   |
| Credit card                                            |   | 195      |   | 274      |   | 217      |   | 208      |   | 304      |   |
| Other                                                  |   | 82       |   | 12       |   | 47       |   | 4        |   | 2        |   |
| Total loan charge-offs                                 |   | 1,947    |   | 6,801    |   | 2,305    |   | 1,502    |   | 2,586    |   |
| Loan recoveries                                        |   |     |   |     |   |     |   |     |   |     |   |
| Commercial                                             |   | 227      |   | 95       |   | 113      |   | 520      |   | 138      |   |
| Consumer                                               |   | 12       |   | 5        |   | 8        |   | 14       |   | 13       |   |
| Indirect automobile                                    |   | 73       |   | 52       |   | 22       |   | 6        |   | 10       |   |
| Real estate                                            |   |     |   |     |   |     |   |     |   |     |   |
| Residential                                            |   | —   |   | 3        |   | 4        |   | 8        |   | 1        |   |
| Commercial                                             |   | —   |   | —   |   | —   |   | —   |   | —   |   |
| Home equity                                            |   | —   |   | —   |   | 9        |   | —   |   | —   |   |
| Construction                                           |   | —   |   | —   |   | —   |   | —   |   | —   |   |
| Credit card                                            |   | 56       |   | 106      |   | 62       |   | 94       |   | 97       |   |
| Other                                                  |   | 2        |   | —   |   | —   |   | —   |   | 4        |   |
| Total loan recoveries                                  |   | 370      |   | 261      |   | 218      |   | 642      |   | 263      |   |
| Net loan charge-offs                                   |   | 1,577    |   | 6,540    |   | 2,087    |   | 860      |   | 2,323    |   |
| Provision for loan losses                              |   | 2,150    |   | 8,125    |   | 2,950    |   | 1,500    |   | 3,084    |   |
| Allowance for loan losses at end of period             |   | $        | 14,420 |     | $      | 13,847   |   | $        | 12,262 |     | $      | 11,399 |   | $ | 10,759 |   |
|                                                   |   |     |   |     |   |     |   |     |   |     |   |
| Allowance for loan losses to total loans               |   | 1.33     | %      | 1.21     | %      | 1.11     | %      | 1.11     | %      | 1.26     | %      |
| Net charge-offs to average total loans                 |   | 0.14     | %      | 0.59     | %      | 0.20     | %      | 0.09     | %      | 0.29     | %      |

 

15

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The amount of the additions to the allowance for loan losses charged toexpense for the periods indicated were based on a variety of factors, includingactual loans charged-off during the respective year, historical lossexperience, changes in the nature and volume of the loan portfolio includingnonperforming loans, specific loss allocations for individual loans and anevaluation of current economic conditions.

 

The allocationshown in the following table, encompassing the major segments of the loanportfolio, represents only an estimate for each category of loans based onhistorical loss experience and management’s judgment of amounts deemedreasonable to provide for probable losses within each category.

 

Estimated lossesfor categories of homogeneous loan types are generally made on an aggregatebasis (dollars in thousands).

 
|                |   | **2003**   |   | **2002**                                                  |   | **2001**   |   | **2000**                                                  |   | **1999**   |   |
|---------------------|--------|------------|--------|-----------------------------------------------------------|--------|------------|--------|-----------------------------------------------------------|--------|------------|--------|
|                |   | **Amount** |   | **Percent  of Loans  in Each  Category  to Total  Loans** |   | **Amount** |   | **Percent  of Loans  in Each  Category  to Total  Loans** |   | **Amount** |   | **Percent  of Loans  in Each  Category  to Total  Loans** |   | **Amount** |   | **Percent  of Loans  in Each  Category  to Total  Loans** |   | **Amount** |   | **Percent  of Loans  in Each  Category  to Total  Loans** |   |
| Commercial          |   | $          | 10,491 |                                                      | 24.8   | %          | $      | 9,304                                                     |   | 29.0       | %      | $ | 5,619 |   | 29.2 | % | $ | 4,339 |   | 26.9 | % | $ | 3,729 |   | 24.8 | % |
| Consumer (1)        |   | 64         |   | 1.0                                                       | %      | 78         |   | 1.1                                                       | %      | 60         |   | 1.1 | % | 79 |   | 1.1 | % | 96 |   | 1.6 | % |
| Indirect automobile |   | 256        |   | 5.6                                                       | %      | 380        |   | 7.9                                                       | %      | 479        |   | 9.3 | % | 491 |   | 9.8 | % | 409 |   | 9.5 | % |
| Real estate         |   |       |   |                                                      |   |       |   |                                                      |   |       |   |   |   |   |   |   |   |   |   |   |   |
| Residential (2)     |   | 260        |   | 12.6                                                      | %      | 346        |   | 12.2                                                      | %      | 491        |   | 14.3 | % | 900 |   | 17.5 | % | 845 |   | 19.7 | % |
| Commercial          |   | 523        |   | 20.0                                                      | %      | 615        |   | 18.6                                                      | %      | 1,880      |   | 17.7 | % | 1,808 |   | 17.9 | % | 1,581 |   | 18.8 | % |
| Home equity         |   | 432        |   | 18.9                                                      | %      | 522        |   | 14.8                                                      | %      | 526        |   | 13.2 | % | 668 |   | 13.0 | % | 632 |   | 14.8 | % |
| Construction        |   | 1,892      |   | 15.8                                                      | %      | 1,984      |   | 15.2                                                      | %      | 2,946      |   | 14.2 | % | 2,586 |   | 12.6 | % | 1,590 |   | 9.3 | % |
| Credit card         |   | 326        |   | 1.3                                                       | %      | 432        |   | 1.2                                                       | %      | 245        |   | 1.0 | % | 324 |   | 1.2 | % | 327 |   | 1.5 | % |
| Unallocated         |   | 176        |   | —                                                    | %      | 186        |   | —                                                    | %      | 16         |   | — | % | 204 |   | — | % | 1,550 |   | — | % |
| Total               |   | $          | 14,420 |                                                      | 100.0  | %          | $      | 13,847                                                    |   | 100.0      | %      | $ | 12,262 |   | 100.0 | % | $ | 11,399 |   | 100.0 | % | $ | 10,759 |   | 100.0 | % |

 

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(1)          Consumer loans include consumer and otherloans.

(2)          Residential real estate loans include realestate - held for sale.

 

Deposits

 

The following table sets forth by category average daily deposits andinterest rates for the years ended December 31 (dollars in thousands):

 
|                       |   | **2003**             |      | **2002** |   | **2001**             |   |
|----------------------------|--------|----------------------|-----------|----------|--------|----------------------|--------|
|                       |   | **Average  Balance** |      | **Rate** |   | **Average  Balance** |   | **Rate** |   | **Average  Balance** |   | **Rate** |   |
| Demand-noninterest-bearing |   | $                    | 152,443   |     | — | %                    | $      | 144,352 |   | — | % | $ | 134,219 |   | — | % |
| NOW                        |   | 289,718              |      | 0.3      | %      | 260,916              |   | 0.4 | % | 233,765 |   | 0.8 | % |
| Money market checking      |   | 234,031              |      | 1.4      | %      | 228,555              |   | 1.9 | % | 192,587 |   | 3.6 | % |
| Savings                    |   | 414,074              |      | 1.3      | %      | 337,671              |   | 1.8 | % | 291,569 |   | 2.6 | % |
| Time deposits              |   |                 |      |     |   |                 |   |   |   |   |   |   |   |
| Less than $100,000         |   | 312,473              |      | 3.2      | %      | 307,122              |   | 4.1 | % | 320,397 |   | 5.6 | % |
| $100,000 and greater       |   | 92,811               |      | 3.1      | %      | 90,053               |   | 3.9 | % | 103,327 |   | 5.4 | % |
| Total                      |   | $                    | 1,495,550 |     | 1.5    | %                    | $      | 1,368,669 |   | 2.0 | % | $ | 1,275,864 |   | 3.2 | % |

 

16

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The following table sets forth by maturity time deposits $100,000 andgreater at December 31 (dollars in thousands):

 
|                                |   | **2003** |   |
|-------------------------------------|--------|----------|--------|
| Within 3 months                     |   | $        | 15,435 |   |
| After 3 months but within 6 months  |   | 6,591    |   |
| After 6 months but within 12 months |   | 24,092   |   |
| After 1 year but within 5 years     |   | 44,822   |   |
| Over 5 years                        |   | —   |   |
| Total                               |   | $        | 90,940 |   |

 

Return on Equity and Assets and Other Financial Ratios

 

The followingtable sets forth selected financial ratios at and for the years endedDecember 31:

 
|                                                                                                                              |   | **2003** |   | **2002** |   | **2001** |   |
|-----------------------------------------------------------------------------------------------------------------------------------|--------|----------|--------|----------|--------|----------|--------|
| Return on average total assets                                                                                                    |   | 1.55     | %      | 1.17     | %      | 1.40     | %      |
| Return on average shareholders’ equity plus  common stock in ESOP subject to contingent repurchase obligation                |   | 16.94    | %      | 12.01    | %      | 13.73    | %      |
| Cash dividends declared to net income                                                                                             |   | 73.45    | %      | 100.09   | %      | 85.72    | %      |
| Average shareholders’ equity plus common  stock in ESOP subject to contingent repurchase obligation to average total  assets |   | 9.16     | %      | 9.76     | %      | 10.21    | %      |

 

17

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**ITEM 2.****                                  PROPERTIES**

 

West Suburban and the Bank occupy a total of approximately 259,200square feet in 33 full-service branches, four limited-service branches, onesubsidiary providing insurance products and services and five departmentsproviding financial and other services. West Suburban’s principal office islocated in approximately 32,500 square feet of office space at 711 South MeyersRoad, Lombard, Illinois. As indicated below, the Bank also operates itsprincipal office as a branch. Travel With West Suburban, West Suburban BankLand Trust, West Suburban Financial Services and West Suburban InsuranceServices, Inc. are located at 711 South Meyers Road. West Suburban Bank VISA islocated at 701 South Meyers Road. The Prepaid Solutions Group is located at17W754 22nd Street.

 

The following table sets forth certain information concerning thebranches of the Bank as of December 31, 2003:

 
| **Location of Branches and other  services**   |   | **Approximate  Square Feet** |   | **Status** |
|------------------------------------------------|--------|------------------------------|--------|------------|
| 711 South Meyers Road  Lombard, Illinois       |   | 32,500                       |   | Owned      |
|                                           |   |                         |   |       |
| 40 East St. Charles Road  Villa Park, Illinois |   | 2,700                        |   | Owned      |
|                                           |   |                         |   |       |
| 17W754 22nd Street  Oakbrook Terrace, Illinois |   | 6,100                        |   | Owned      |
|                                           |   |                         |   |       |
| 707 North Main Street  Lombard, Illinois       |   | 4,100                        |   | Owned      |
|                                           |   |                         |   |       |
| 221 South West Street  Wheaton, Illinois       |   | 800                          |   | Owned      |
|                                           |   |                         |   |       |
| 879 East Geneva Road  Carol Stream, Illinois   |   | 3,600                        |   | Leased     |
|                                           |   |                         |   |       |
| 1104 West Boughton Road  Bolingbrook, Illinois |   | 4,500                        |   | Owned      |
|                                           |   |                         |   |       |
| 295 West Loop Road  Wheaton, Illinois          |   | 4,500                        |   | Owned      |
|                                           |   |                         |   |       |
| 6400 South Cass Avenue  Westmont, Illinois     |   | 3,100                        |   | Leased     |
|                                           |   |                         |   |       |
| 2800 Finley Road  Downers Grove, Illinois      |   | 10,700                       |   | Owned      |
|                                           |   |                         |   |       |
| 1122 South Main Street  Lombard, Illinois      |   | 6,400                        |   | Owned      |
|                                           |   |                         |   |       |
| 3S041 Route 59  Warrenville, Illinois          |   | 3,700                        |   | Owned      |
|                                           |   |                         |   |       |
| 5330 Main Street  Downers Grove, Illinois      |   | 10,500                       |   | Owned      |
|                                           |   |                         |   |       |
| 8001 South Cass Avenue  Darien, Illinois       |   | 17,800                       |   | Owned      |
|                                           |   |                         |   |       |
| 672 East Boughton Road  Bolingbrook, Illinois  |   | 7,100                        |   | Owned      |

 

18

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| **Location of Branches and other  services**       |   | **Approximate  Square Feet** |   | **Status** |
|----------------------------------------------------|--------|------------------------------|--------|------------|
| 1005 75th Street  Darien, Illinois                 |   | 1,000                        |   | Owned      |
|                                               |   |                         |   |       |
| 505 North Weber Road  Romeoville, Illinois         |   | 4,400                        |   | Owned      |
|                                               |   |                         |   |       |
| 401 North Gary Avenue  Carol Stream, Illinois      |   | 6,400                        |   | Owned      |
|                                               |   |                         |   |       |
| 355 West Army Trail Road  Bloomingdale, Illinois   |   | 10,700                       |   | Owned      |
|                                               |   |                         |   |       |
| 1657 Bloomingdale Road  Glendale Heights, Illinois |   | 4,100                        |   | Owned      |
|                                               |   |                         |   |       |
| 1061 West Stearns Road  Bartlett, Illinois         |   | 3,400                        |   | Owned      |
|                                               |   |                         |   |       |
| 1380 West Army Trail Road  Carol Stream, Illinois  |   | 2,300                        |   | Leased     |
|                                               |   |                         |   |       |
| 315 South Randall Road  St. Charles, Illinois      |   | 1,400                        |   | Owned      |
|                                               |   |                         |   |       |
| 3000 East Main Street  St. Charles, Illinois       |   | 4,200                        |   | Owned      |
|                                               |   |                         |   |       |
| 1870 McDonald Road  South Elgin, Illinois          |   | 4,600                        |   | Owned      |
|                                               |   |                         |   |       |
| 101 North Lake Street  Aurora, Illinois            |   | 19,000                       |   | Owned      |
|                                               |   |                         |   |       |
| 1830 Douglas Road  Montgomery, Illinois            |   | 2,500                        |   | Owned      |
|                                               |   |                         |   |       |
| 2000 West Galena Boulevard  Aurora, Illinois       |   | 48,000                       |   | Owned      |
|                                               |   |                         |   |       |
| 335 North Eola Road  Aurora, Illinois              |   | 4,200                        |   | Owned      |
|                                               |   |                         |   |       |
| 2830 Route 34  Oswego, Illinois                    |   | 4,800                        |   | Owned      |
|                                               |   |                         |   |       |
| 1296 East Chicago Avenue  Naperville, Illinois     |   | 2,300                        |   | Owned      |
|                                               |   |                         |   |       |
| 2020 Feldott Lane  Naperville, Illinois            |   | 4,500                        |   | Owned      |
|                                               |   |                         |   |       |
| 100 South Main Street  Lombard, Illinois           |   | 700                          |   | Owned      |

 

19

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| **Location of Branches and other  services**                                              |   | **Approximate  Square Feet** |   | **Status** |
|-------------------------------------------------------------------------------------------|--------|------------------------------|--------|------------|
| Beacon Hill Retirement  Community  2400 South Finley Road  Lombard, Illinois              |   | 100                          |   | Leased     |
|                                                                                      |   |                         |   |       |
| 717 South Meyers Road  Lombard, Illinois                                                  |   | 7,100                        |   | Owned      |
|                                                                                      |   |                         |   |       |
| 701 South Meyers Road  Lombard, Illinois                                                  |   | 5,200                        |   | Owned      |
|                                                                                      |   |                         |   |       |
| Lexington Health Care  Center of Elmhurst  400 West Butterfield Road  Elmhurst, Illinois  |   | 100                          |   | Leased     |
|                                                                                      |   |                         |   |       |
| Lexington Health Care  Center of  Lombard  555 Foxworth Boulevard  Lombard, Illinois |   | 100                          |   | Leased     |

 

 

**ITEM 3.****                                  LEGALPROCEEDINGS**

 

There are nomaterial pending legal proceedings to which West Suburban or the Bank is aparty to other than ordinary routine litigation incidental to their respectivebusinesses.

 

**ITEM 4.****                                  SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS**

 

None.

 

**PARTII**

 

**ITEM 5.****                                  MARKETFOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**

 

West Suburban’s authorized and outstanding equity securities consist ofcommon stock, no par value.

 

West Suburban hereby incorporates by reference the information calledfor by Item 5 of this Form 10-K from the section entitled “Common Stock,Book Value and Dividends” on page 3 of West Suburban’s Annual Report toShareholders for the fiscal year ended December 31, 2003 (attached asExhibit 13 hereto).

 

West Suburban’s common stock is not traded on any national or regionalexchange. While there is no established trading market for West Suburban’scommon stock, West Suburban is aware that from time to time limited orinfrequent quotations are made with respect to West Suburban’s common stock andthat there occurs limited trading in West Suburban’s common stock resultingfrom private transactions not involving brokers or dealers. Transactions inWest Suburban’s common stock have been infrequent. As of February 19,2004, West Suburban had 432,495 shares of common stock outstanding held by1,115 shareholders of record. Management is aware of 21 transactions during2003 involving the sale, in the aggregate, of 8,897 shares of West Suburban’scommon stock. The average sale price in such transactions was $623.52 pershare.

 

**ITEM 6.****                                  SELECTEDFINANCIAL DATA**

 

West Suburban hereby incorporates by reference the information calledfor by Item 6 of this Form 10-K from the section entitled “SelectedFinancial Data” on page 28 of West Suburban’s Annual Report to Shareholders forthe fiscal year ended December 31, 2003 (attached as Exhibit 13 hereto).

 

20

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**ITEM 7.           MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

West Suburban hereby incorporates by reference the information calledfor by Item 7 of this Form 10-K from the section entitled “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” onpages 30 through 37 of West Suburban’s Annual Report to Shareholders for thefiscal year ended December 31, 2003 (attached as Exhibit 13 hereto).

 

**ITEM7A.****                         QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

 

West Suburban hereby incorporates by reference the information calledfor by Item 7A of this Form 10-K from the Interest Rate Sensitivitysection included in “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” on pages 36 through 37 of West Suburban’s AnnualReport to Shareholders for the fiscal year ended December 31, 2003(attached as Exhibit 13 hereto).

 

**ITEM8.****                                  FINANCIALSTATEMENTS AND SUPPLEMENTARY DATA**

 

West Suburban hereby incorporates by reference the information calledfor by Item 8 of this Form 10-K from the Consolidated Financial Statements onpages 6 through 27 of West Suburban’s Annual Report to Shareholders for thefiscal year ended December 31, 2003 (attached as Exhibit 13 hereto).

 

**ITEM 9.****                                  CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**

 

None.

 

**ITEM 9A.****                         CONTROLSAND PROCEDURES**

 

An evaluation was performed under the supervision and with theparticipation of the Company’s management, including the Chairman and ChiefExecutive Officer and the President and Chief Financial Officer, of theeffectiveness of the design and operation of the Company’s disclosure controlsand procedures (as defined in Rule 13a-15(e) promulgated under theSecurities and Exchange Act of 1934, as amended) as of December 31, 2003.Based on that evaluation, the Company’s management, including the Chairman andChief Executive Officer and the President and Chief Financial Officer,concluded that the Company’s disclosure controls and procedures were effective.There have been no significant changes in the Company’s internal controls or inother factors that could significantly affect internal controls.

 

# **PART III**

 

**ITEM10.****                           DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT**

 

In addition, and as a supplement to the information provided under thecaption “Executive Officers of West Suburban” in Part I of this Form 10-K, WestSuburban hereby incorporates by reference the information called for by Item 10of this Form 10-K regarding directors of West Suburban from thesection entitled “Election of Directors” of West Suburban’s 2004 ProxyStatement.

 

Section 16(a) of the Exchange Act requires that the Company’sexecutive officers and directors and persons who own more than 10% of theCompany’s Common Stock file reports of ownership and changes in ownership withthe Securities and Exchange Commission and with the exchange on which WestSuburban’s shares of Common Stock are traded. Such persons are also required tofurnish the Company with copies of all Section 16(a) forms they file.Based solely on the Company’s review of the copies and forms furnished to theCompany and, if appropriate, representations made to the Company by any suchreporting person concerning whether a Form 5 was required to be filed for the2003 fiscal year, the Company is not aware that any of its directors andexecutive officers or 10% shareholders failed to comply with the filingrequirements of Section 16(a) during 2003.

 

21

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West Suburban presently intends to adopt a code of ethics that appliesto West Suburban’s principal executive officer, principal financial officer andprincipal accounting officer or controller, or persons performing similarfunctions.  Upon adoption, a copy ofWest Suburban’s code of ethics will be available in the Shareholder Informationsection of West Suburban’s website, www.westsuburbanbank.com

 

**ITEM11.****                           EXECUTIVECOMPENSATION**

 

West Suburban hereby incorporates by reference the information calledfor by Item 11 of this Form 10-K from the section entitled “ExecutiveCompensation” of West Suburban’s 2004 Proxy Statement; provided, however,Report of the Board of Directors on Executive Compensation is specifically notincorporated into this Form 10-K.

 

**ITEM12.****                           SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

 

West Suburban hereby incorporates by reference the information calledfor by Item 12 of this Form 10-K from the section entitled “SecurityOwnership of Certain Beneficial Owners” of West Suburban’s 2004 ProxyStatement.

 

**ITEM13.****                           CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS**

 

West Suburban hereby incorporates by reference the information calledfor by Item 13 of this Form 10-K from the section entitled “Transactionswith Directors, Officers and Associates” of West Suburban’s 2004 ProxyStatement.

 

**ITEM14.****                           PRINCIPALACCOUNTING FEES AND SERVICES**

 

West Suburban hereby incorporates by reference the information calledfor by Item 14 of this Form 10-K from the section entitled “AccountingFees and Services” of West Suburban’s 2004 Proxy Statement.

 

22

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**PART IV**

 

**ITEM15.****                           EXHIBITS,FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K**

 

Item (a)(1) and (2). Financial Statements

 

WEST SUBURBANBANCORP, INC. AND SUBSIDIARIESLIST OF FINANCIAL STATEMENTS ANDFINANCIAL STATEMENT SCHEDULES

 

The following audited Consolidated Financial Statements of WestSuburban and its subsidiaries and related notes and report of independentauditors are incorporated by reference from West Suburban’s Annual Report toShareholders for the fiscal year ended December 31, 2003 (attached asExhibit 13 hereto).

 
| Report of Independent  Auditors                                                                                            |
|----------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                       |
| Consolidated Balance Sheets  – December 31, 2003 and 2002                                                        |
|                                                                                                                       |
| Consolidated  Statements of Income – Years Ended December 31, 2003, 2002 and 2001                                |
|                                                                                                                       |
| Consolidated  Statements of Changes in Shareholders’ Equity – Years Ended December 31,  2003, 2002 and 2001 |
|                                                                                                                       |
| Consolidated  Statements of Cash Flows – Years Ended December 31, 2003, 2002 and 2001                            |
|                                                                                                                       |
| Notes to  Consolidated Financial Statements                                                                                |

 

The following Condensed Financial Information-Parent Only isincorporated by reference from Note 15 to West Suburban’s audited ConsolidatedFinancial Statements as set forth in West Suburban’s Annual Report toShareholders for the fiscal year ended December 31, 2003 (attached asExhibit 13).

 
| Condensed Balance Sheets –  December 31, 2003 and 2002                             |
|----------------------------------------------------------------------------------------------|
|                                                                                         |
| Condensed Statements of Income – Years Ended December 31, 2003,  2002 and 2001     |
|                                                                                         |
| Condensed Statements of Cash Flows – Years  Ended December 31, 2003, 2002 and 2001 |

 

Schedules

 

Schedules other than those listed above are omitted for the reason thatthey are not required or are not applicable or the required information isincluded in the financial statements incorporated by reference or notesthereto.

 

23

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Item 15(a)(3).                           Exhibits

 

The exhibits required by Item 601 of Regulation S-K are included withthis Form 10-K and are listed on the “Index to Exhibits” immediately followingthe signature page.

 

Item 15(b).                                        Reportson Form 8-K

 

None.

 

***

 

Upon written request to the President and Chief Financial Officer ofWest Suburban Bancorp, Inc., 2800 Finley Road, Downers Grove, Illinois, 60515,copies of the exhibits listed above are available to shareholders of WestSuburban by specifically identifying each exhibit desired in the request.

 

24

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**FORM 10-K SIGNATURE PAGE**

 

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.

 
|   | **WEST SUBURBAN BANCORP, INC.** |
|--------|---------------------------------|
|   | (Registrant)                    |
|   |                            |   |
|   | By                              | /s/ Duane G.  Debs |   |
|   |                            | Duane G. Debs |
|   |                            | President and  Chief Financial Officer |
|   |                            |
| Date:  | March 12,  2004            |   |
|        |                                 |  |  |  |  |

 

Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed below by the following persons on behalf of theRegistrant and in the capacities indicated on the 12th day of March, 2004.

 
| **SIGNATURE**         |   |   |      | **TITLE**    |
|-----------------------|--------|--------|-----------|--------------|
|                  |   |   |      |         |
| /s/ Kevin J. Acker    |   |   | 3/12/2004 |         | Chairman, Chief Executive Officer |
| Kevin J. Acker        |   | Date   |      | and Director |
|                  |   |   |      |         |
| /s/ Duane G. Debs     |   |   | 3/12/2004 |         | President, Chief Financial Officer |
| Duane G. Debs         |   | Date   |      | and Director |
|                  |   |   |      |         |
| /s/ David S. Bell     |   |   | 3/12/2004 |         | Director |
| David S. Bell         |   | Date   |      |         |
|                  |   |   |      |         |
| /s/ Peggy P. LoCicero |   |   | 3/12/2004 |         | Director |
| Peggy P. LoCicero     |   | Date   |      |         |
|                  |   |   |      |         |
| /s/ Charles P. Howard |   |   | 3/12/2004 |         | Director |
| Charles P. Howard     |   | Date   |      |         |

 

The foregoing includes all of the Board ofDirectors of West Suburban.

 

25

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INDEX TO EXHIBITS

 
| **Exhibit  Number** |   | **Description**                                                                                                                                                                                                                                                                                                                       |
|---------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 3.1                 |   | Articles of Incorporation of West Suburban filed March 14, 1986  – Incorporated by reference from Exhibit 3.1 of Form 10-K of West Suburban  dated March 21, 2003, under Commission File No. 0-17609.                                                                                                                  |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 3.2                 |   | Articles of Amendment to Articles of Incorporation of West Suburban  filed November 2, 1988 – Incorporated by reference from Exhibit 3.2 of  Form 10-K of West Suburban dated March 21, 2003, under Commission File  No. 0-17609.                                                                                      |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 3.3                 |   | Articles of Amendment to Articles of Incorporation of West Suburban  filed June 20, 1990 – Incorporated by reference from Exhibit 3.3 of Form  10-K of West Suburban dated March 21, 2003, under Commission File No.  0-17609.                                                                                         |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 3.4                 |   | Articles of Amendment to Articles of Incorporation of West Suburban  filed June 8, 1998 – Incorporated by reference from Exhibit 3.4 of Form  10-K of West Suburban dated March 21, 2003, under Commission File No.  0-17609.                                                                                          |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 3.5                 |   | Articles of Amendment to Articles of Incorporation of West Suburban  filed May 27, 2003 – Incorporated by reference from Exhibit 3.5 of Form 10-Q  of West Suburban dated August 14, 2003, under Commission File No.  0-17609.                                                                                              |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 3.6                 |   | Amended and Restated By-laws of West Suburban – Incorporated by  reference from Exhibit 3.3 of Form 10-K of West Suburban dated March 21,  2003, under Commission File No. 0-17609.                                                                                                                                         |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 4.1                 |   | Specimen of Common Stock certificate – Incorporated  by reference from Exhibit 4.1 of the Form 10-K of West Suburban dated  March 29, 1999, Commission File No. 0-17609.                                                                                                                                                    |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 10.1                |   | Form of Amended Deferred Compensation Agreement  between West Suburban and Messrs. Kevin J. Acker, Keith W. Acker, Duane G.  Debs, Michael P. Brosnahan, James T. Chippas and Daniel P. Grotto -  Incorporated by reference from Exhibit 10.5 of Form 10-Q of West Suburban  dated August 14, 1997, Commission File No. 0-17609. |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 10.2                |   | Restated Employment Agreement dated March 8,  2004 between West Suburban and Mr. Kevin J. Acker.                                                                                                                                                                                                                                 |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 10.3                |   | Restated Employment Agreement dated March 8,  2004 between West Suburban and Mr. Keith W. Acker.                                                                                                                                                                                                                                 |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 10.4                |   | Restated Employment Agreement dated March 8,  2004 between West Suburban and Mr. Duane G. Debs.                                                                                                                                                                                                                                  |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 10.5                |   | Restated Employment Agreement dated March 8,  2004 between West Suburban and Mr. Michael P. Brosnahan.                                                                                                                                                                                                                           |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 10.6                |   | Restated Employment Agreement dated March 8,  2004 between West Suburban and Mr. James T. Chippas.                                                                                                                                                                                                                               |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 10.7                |   | Restated Employment Agreement dated March 8,  2004 between West Suburban and Mr. Daniel P. Grotto.                                                                                                                                                                                                                               |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 13                  |   | Annual Report to  Shareholders of West Suburban for fiscal year ended December 31, 2003                                                                                                                                                                                                                                          |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 21                  |   | Subsidiaries of  Registrant                                                                                                                                                                                                                                                                                                           |
|                |   |                                                                                                                                                                                                                                                                                                                                  |
| 31.1                |   | Certification of Kevin J. Acker, Chairman and Chief  Executive Officer, Pursuant to Rule 13a-14(a) and Rule 15d-14(a).                                                                                                                                                                                                                |

 

26

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| **Exhibit  Number** |   | **Description**                                                                                                                                                                               |
|---------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                          |
| 31.2                |   | Certification of Duane G. Debs, President and Chief Financial  Officer, Pursuant to Rule 13a-14(a) and Rule15d-14(a).                                                                         |
|                |   |                                                                                                                                                                                          |
| 32.1                |   | Certification of Kevin  J. Acker, Chairman and 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 Duane G. Debs, President and Chief Financial  Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002.  |

 

27

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