First Lincoln Bancshares, Inc.
Proposed Ticker:FLF 13th and Nth Streets
Exchange:American Stock Exchange Lincoln, NE 68508
Industry:Financial (SIC Code 6036) (402) 475-0521

Filing Information
Type of Shares:Common Shares Filing Date:12/12/97
U.S. Shares Filed:8,021,250 Filing Price:$20.00
Non-U.S. Shares Filed:0 Offering Amount: $160,425,000
Primary Shares:8,021,250 Expenses:$1,600,000
Secondary Shares:0 Shares Out After:

Primary Underwriting Group
ManagerTierPhone
Sandler O'Neill & Partners. L.P.Lead Manager (212) 466-7737

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Muldoon, Murphy & Faucette
Bank's Law Firm: Foley & Lardner
Auditor: KPMG Peat Marwick

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/97 9/30/97 9/30/96 9/30/97
Revenue:$81.93$21.00$20.45Assets:$1,034.00
Net Income:$4.34$1.64-$1.71Curr Assets:
EPS:Liabilities:$953.44
Prior EPS:$2.08$1.95Curr Liabilities:$923,669.00
Cash Flow/Oper:$6.67-$8.55-$16.93Equity:$80.56
Cash Flow/Fin:-$0.88$35.94-$20.58Cash:$45.82
Cash Flow/Inv:-$54.98$35.94

Business Description
The company is a bank holding company for First Federal Lincoln Bank, a federally chartered savings bank. The Bank has historically operated as a community-oriented savings institution providing one- to four-family residential mortgage loans and a variety of retail deposit products to consumers.

Competition
The Bank faces significant competition in its market area both in attracting deposits and in originating loans. The Bank's primary market are, Nebraska, southwest Iowa and northern Kansas, is a highly competitive market. The population of the market area is relatively small and population growth is moderate. The Bank faces direct competition from a significant number of financial service providers operating in its market area, many with a state-wide or regional presence, and, in some cases, a national presence. This competition arises from commercial banks, savings banks, mortgage brokers, mortgage banking companies, credit unions, and other providers of financial services, many of which are significantly larger than the Bank and, therefore, have greater financial and marketing resources than those of the Bank. As a result of its highly competitive market, the Bank generally has paid and continues to pay a relatively high rate of interest on its deposit accounts. Payment of a high rate of interest on deposit accounts may adversely affect net interest income, which is the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities. Competition for loans, particularly for more interest sensitive loans, within the Bank's market area, has caused the Bank to rely more heavily on purchased loans both inside and outside of its market area.

Use of Proceeds
The proceeds from the proposed offering will be used to purchase all of the outstanding common shares of the savings bank and for general corporate purposes.

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