- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 1998
Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _____ to _____
Commission file number 33-98090
CITIZENS COMMUNITY BANCORP, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Florida 65-0614044
------- ----------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
650 East Elkcam Circle
Marco Island, Florida 34145
---------------------------------------------------------------
(Address of Principal Executive Offices)
(941) 389-1800
---------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
---------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days:
YES X NO
---
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Common stock, par value $.01 per share 3,132,075
- -------------------------------------- -------------------
(class) Outstanding at July 28, 1998
- --------------------------------------------------------------------------------
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
Condensed Consolidated Balance Sheets -
June 30, 1998 (unaudited) and December 31, 1997.......................2
Condensed Consolidated Statements of Earnings -
Three and Six Months ended June 30, 1998 and 1997 (unaudited).........3
Condensed Consolidated Statement of Stockholders' Equity -
Six Months ended June 30, 1998 (unaudited)............................4
Condensed Consolidated Statements of Cash Flows -
Six Months ended June 30, 1998 and 1997 (unaudited)...................5
Notes to Condensed Consolidated Financial Statements (unaudited)......6-7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................8-10
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.......................11
Item 4. Submission of Matters to a Vote of Security Holders.............11
Item 6. Exhibits and Reports on Form 8-K................................12
SIGNATURES..................................................................13
1
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
Assets 1998 1997
---- ----
(unaudited)
<S> <C> <C>
Cash and due from banks........................................................... $ 3,504,355 3,153,577
Federal funds sold................................................................ 11,640,000 9,057,000
---------- -----------
Cash and cash equivalents............................................. 15,144,355 12,210,577
Securities held to maturity....................................................... 10,500,001 2,498,614
Restricted securities, Federal Home Loan Bank stock............................... 127,100 -
Loans, net of allowance for loan losses of $369,000
and $298,000.................................................................. 34,255,543 26,420,149
Premises and equipment, net....................................................... 3,443,509 2,845,997
Accrued interest receivable and other assets...................................... 531,664 308,152
Deferred income taxes............................................................. 104,625 138,043
----------- ------------
Total assets.......................................................... $ 64,106,797 44,421,532
========== ==========
Liabilities and Stockholders' Equity
Liabilities:
Demand deposits............................................................... 3,926,825 3,153,135
Savings and NOW deposits...................................................... 24,785,046 16,300,813
Money-market deposits......................................................... 1,734,697 1,302,296
Time deposits................................................................. 19,455,961 16,182,123
---------- ----------
Total deposits........................................................ 49,902,529 36,938,367
Official checks............................................................... 730,556 473,521
Accrued expenses and other liabilities........................................ 216,076 238,886
----------- ------------
Total liabilities..................................................... 50,849,161 37,650,774
---------- ----------
Stockholders' Equity:
Preferred stock, $.01 value, 2,000,000 shares authorized,
none issued or outstanding................................................ - -
Common stock, $.01 par value, 8,000,000 shares
authorized and 2,684,637 and 1,571,624 shares
issued and outstanding.................................................... 26,846 15,716
Additional paid-in capital.................................................... 13,391,699 7,010,515
Accumulated deficit........................................................... (160,909) (255,473)
----------- -----------
Total stockholders' equity............................................ 13,257,636 6,770,758
---------- ----------
Total liabilities and stockholders' equity............................ $ 64,106,797 44,421,532
========== ==========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
2
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- ----------------------
1998 1997 1998 1997
---- ---- ---- ----
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Interest income:
Loans .............................................. $ 771,079 426,922 1,481,060 738,078
Securities............................................ 158,711 36,020 216,517 68,966
Other interest-earning assets......................... 144,925 126,104 308,016 237,987
---------- ------- --------- ---------
Total interest income......................... 1,074,715 589,046 2,005,593 1,045,031
--------- ------- --------- ---------
Interest expense:
Deposits.............................................. 533,556 263,876 997,023 472,377
Mortgages............................................. - - - 9,573
-------------- ---------- ------------- ----------
Total interest expense........................ 533,556 263,876 997,023 481,950
---------- ------- --------- ---------
Net interest income....................................... 541,159 325,170 1,008,570 563,081
Provision for loan losses..................... 15,000 42,000 71,000 102,000
----------- -------- ---------- ---------
Net interest income after provision for loan losses....... 526,159 283,170 937,570 461,081
---------- ------- ---------- ---------
Noninterest income:
Other service charges and fees........................ 59,613 41,804 111,036 75,893
Other .............................................. 40,203 22,217 76,647 56,654
---------- -------- ---------- ---------
Total noninterest income...................... 99,816 64,021 187,683 132,547
---------- ------- --------- ---------
Noninterest expense:
Salaries and employee benefits........................ 242,697 129,341 466,026 239,647
Occupancy and equipment............................... 83,197 36,728 166,947 74,425
Professional fees..................................... 8,180 20,821 11,114 23,821
Other .............................................. 186,613 130,025 336,806 215,974
---------- ------- ---------- ---------
Total noninterest expense..................... 520,687 316,915 980,893 553,867
---------- ------- ---------- ---------
Earnings before income taxes.............................. 105,288 30,276 144,360 39,761
Income taxes.................................. 34,796 11,400 49,796 14,900
---------- ------- ---------- ---------
Net earnings.............................................. $ 70,492 18,876 94,564 24,861
========== ======= ========== =========
Earnings per share:
Basic .............................................. $ .04 .02 .06 .03
============ ========= ============ ===========
Diluted............................................... $ .04 .02 .05 .03
============ ========= ============ ===========
Weighted-average number of shares outstanding:
Basic .............................................. 1,845,558 772,800 1,714,094 756,079
========= ======= ========= =========
Diluted............................................... 1,897,089 772,800 1,765,497 756,079
========= ======= ========= ========
Dividends per share.......................................$ - - - -
============= ========== ========= =========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Stockholders' Equity
Six-Month Period Ended June 30, 1998
<TABLE>
<CAPTION>
Common Stock
----------------------- Additional Total
Number of Paid-In Accumulated Stockholders'
Shares Amount Capital Deficit Equity
------ ------ ------- ------- ------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997....................... 1,571,624 $ 15,716 7,010,515 (255,473) 6,770,758
Issuance of common stock shares to holders of
warrants at $4.50 (unaudited)............. 625,513 6,255 2,808,553 - 2,814,808
Issuance of common stock shares at $7.50,
net of stock offering costs of
$78,744 (unaudited)....................... 487,500 4,875 3,572,631 - 3,577,506
Net earnings for the six months ended June
30, 1998 (unaudited)...................... - - - 94,564 94,564
--------------------------------------- ------- -----------
Balance at June 30, 1998 (unaudited)............... 2,684,637 $ 26,846 13,391,699 (160,909) 13,257,636
========= ====== ========== ======= ==========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------
1998 1997
---- ----
(unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net earnings......................................................................$ 94,564 24,861
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation.................................................................. 71,374 36,682
Provision for loan losses..................................................... 71,000 102,000
Provision for deferred income taxes........................................... 33,418 14,900
Net amortization of loan fees, premiums and discounts......................... 55,737 18,527
Increase in accrued interest receivable and other assets...................... (223,512) (79,050)
(Decrease) increase in accrued interest payable and other liabilities......... (22,810) 37,002
------------ -----------
Net cash provided by operating activities............................. 79,771 154,922
------------ ----------
Cash flows from investing activities:
Purchase of securities held to maturity........................................... (8,500,000) (750,000)
Maturities of securities held to maturity......................................... 500,000 500,000
Purchase of restricted securities, Federal Home Loan Bank stock................... (127,100) -
Net increase in loans............................................................. (7,963,518) (7,756,820)
Purchase of premises and equipment................................................ (668,886) (511,224)
----------- ----------
Net cash used in investing activities................................. (16,759,504) (8,518,044)
---------- ---------
Cash flows from financing activities:
Net increase in noninterest-bearing demand,
savings and NOW deposits...................................................... 9,690,324 4,693,225
Net increase in time deposits..................................................... 3,273,838 2,645,409
Net increase (decrease) in official checks........................................ 257,035 (460,703)
Payment of stock offering costs................................................... (78,744) -
Sale of common stock.............................................................. 6,471,058 586,710
Payment of mortgage payable....................................................... - (525,000)
--------------- ----------
Net cash provided by financing activities............................. 19,613,511 6,939,641
---------- ---------
Net increase (decrease) in cash and cash equivalents.................................. 2,933,778 (1,423,481)
Cash and cash equivalents at beginning of period...................................... 12,210,577 8,041,777
---------- ---------
Cash and cash equivalents at end of period............................................ $ 15,144,355 6,618,296
========== =========
Supplemental disclosure of cash flow information- Cash paid during the period
for:
Interest......................................................................$ 963,207 464,128
============ =========
Income taxes..................................................................$ - -
============ =========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
(1) General. In the opinion of the management, the accompanying condensed
consolidated financial statements of Citizens Community Bancorp,
Inc. and Subsidiaries (the "Company") contain all adjustments
(consisting principally of normal recurring accruals) necessary to
present fairly the financial position at June 30, 1998, and the
results of operations for the three-month and six-month periods
ended June 30, 1998 and 1997 and the cash flows for the six-month
periods ended June 30, 1998 and 1997. The results of operations for
the three and six months ended June 30, 1998 are not necessarily
indicative of the results to be expected for the full year.
(2) Loan Impairment and Credit Losses. No loans were identified as impaired at
June 30, 1998 or June 30, 1997. The activity in the allowance for
loan losses was as follows:
For the Six
Months Ended
June 30,
1998 1997
---- ----
Balance at beginning of period........... $ 298,000 145,000
Provision charged to earnings............ 71,000 102,000
Charge-offs, net of recoveries........... - -
--------- -------
Balance at end of period................. $ 369,000 247,000
======= =======
(3) Earnings Per Share. Earnings per share ("EPS") of common stock has been
computed on the basis of the weighted-average number of shares of
common stock outstanding. Prior to the public stock offering in
April, 1998, there was no public market for the Company's common
stock. Therefore in 1997 the stock book value was used for purposes
of calculating dilution. For purposes of calculating diluted EPS the
$7.50 stock offering price is assumed to be the market price for the
three and six months ended June 30, 1998. For the three and six
months ended June 30, 1998 outstanding options are considered
dilutive securities for purposes of calculating diluted EPS which is
computed using the treasury stock method. The following table
presents the calculations of EPS ($ in thousands, except per share
amounts).
<TABLE>
<CAPTION>
For the Three Months Ended June 30,
-----------------------------------
1998 1997
------------------------------------- ---------------------------------------
Earnings Shares Per Share Earnings Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- ------ ----------- ------------- ------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Net earnings available
to common
stockholders $ 70 1,845,558 $ .04 $ 19 772,800 $ .02
=== ===
Effect of dilutive
securities-
Incremental shares from
assumed conversion
of options 51,531 -
--------- -------
Diluted EPS:
Net earnings available
to common stockholders
and assumed conversions $ 70 1,897,089 $ .04 $ 19 772,800 $ .02
== ========= === == ======= ===
(continued)
</TABLE>
6
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
(3) Earnings Per Share, Continued.
<TABLE>
<CAPTION>
For the Three Months Ended June 30,
-----------------------------------
1998 1997
------------------------------------- ---------------------------------------
Earnings Shares Per Share Earnings Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- ------ ----------- ------------- ------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Net earnings available
to common
stockholders $ 95 1,714,094 $ .06 $ 25 756,079 $ .03
=== ===
Effect of dilutive
securities-
Incremental shares from
assumed conversion
of options 51,403 -
---------- ------
Diluted EPS:
Net earnings available
to common stockholders
and assumed conversions $ 95 1,765,497 $ .05 $ 25 756,079 $ .03
== ========= === == ======= ===
</TABLE>
(4) Regulatory Capital. The Bank is required to maintain certain minimum
regulatory capital requirements. The following is a summary at June
30, 1998 of the regulatory capital requirements and the Bank's
capital on a percentage basis:
Ratios of Regulatory
the Bank Requirement
-------- -----------
Total capital to risk-weighted assets 13.45% 8.00%
Tier I capital to risk-weighted assets 12.43% 4.00%
Tier I capital to total assets - leverage ratio 7.17% 4.00%
(5) Impact of New Accounting Principle. On January 1, 1998, the Company adopted
Statement of Financial Accounting Standards 130 - Reporting
Comprehensive Income which establishes standards for reporting
comprehensive income. The Standard defines comprehensive income as
the change in equity of an enterprise except those resulting from
stockholder transactions. All components of comprehensive income are
required to be reported in a new financial statement that is
displayed with equal prominence as existing financial statements.
The Company has no items of other comprehensive income, therefore a
statement of comprehensive income is not presented.
7
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Comparison of June 30, 1998 and December 31, 1997
Liquidity and Capital Resources
The Company's primary source of cash during the six months ended June 30,
1998 was from net deposit inflows and proceeds from the sale of its common
stock. Cash was used primarily for loan originations and for the purchase of
securities. At June 30, 1998, the Company had outstanding commitments to
fund existing and new loans of $5,900,000. It is expected that these
requirements will be funded from the sources described above. At June 30,
1998, the Bank exceeded its regulatory liquidity requirements.
The following table shows selected ratios for the periods ended or at the
dates indicated:
<TABLE>
<CAPTION>
Six Months
Ended Year Ended
June 30, December 31,
1998 1997
-------------- ---------
<S> <C> <C>
Average equity as a percentage
of average assets............................................... 13.29% 17.47%
Equity to total assets at end of period............................ 20.68% 15.24%
Return on average assets (1)....................................... .37% .30%
Return on average equity (1)....................................... 2.75% 1.72%
Noninterest expense to average assets (1).......................... 3.80% 3.45%
Nonperforming loans and foreclosed real estate to
total assets at end of period................................... NIL NIL
- -----------------------
</TABLE>
(1) Annualized for the six months ended June 30, 1998.
8
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARIES
Comparison of the Three-Month Periods Ended June 30, 1998 and 1997
Results of Operations:
General. Net earnings for the three months ended June 30, 1998 were $70,500
or $.04 basic and diluted earnings per share compared to net earnings of
$18,900 or $.02 basic and diluted earnings per share for the three months
ended June 30, 1997. This increase in the Company's net earnings was
primarily due to an increase in net interest income, and a decrease in the
provision for loan loss partially offset by an increase in noninterest
expense due to the overall growth of the Company.
Interest Income and Expense. Interest income increased by $485,700 from
$589,000 for the three months ended June 30, 1997 to $1,074,700 for the
three months ended June 30, 1998. Interest income on loans increased
$344,200 to $771,100 due primarily to an increase in the average loan
portfolio balance for the three months ended June 30, 1998. Interest on
securities increased to $158,700 due primarily to an increase in the
average securities portfolio during the three months ended June 30, 1998.
Interest on other interest-earning assets increased to $144,000 due to a
increase in the average balance of such assets from 1997 to 1998.
Interest expense on deposit accounts increased to $533,600 for the three
months ended June 30, 1998 from $263,900 for the three months ended June
30, 1997. Interest expense increased primarily because of an increase in
the average balance from 1997 to 1998.
Provision for Loan Losses. The provision for loan losses is charged to
earnings to bring the total allowance to a level deemed appropriate by
management and is based upon historical experience, the volume and type of
lending conducted by the Company, industry standards, the amount of
nonperforming loans, general economic conditions, particularly as they
relate to the Company's market areas, and other factors related to the
collectibility of the Company's loan portfolio. The provision for the
three months ended June 30, 1998 and 1997 was $15,000 and $42,000,
respectively. Management believes the balance in the allowance for loan
losses of $369,000 at June 30, 1998 is adequate.
Noninterest Expense. Total noninterest expense increased $203,800 to $520,700
for the three months ended June 30, 1998 from $316,900 for the three
months ended June 30, 1997, primarily due to an increase in employee
compensation and benefits of $113,400 as well as an increase in other
noninterest expense of $56,600 due to the overall growth of the Company.
Provision for Income Taxes. The income tax provision for the three months
ended June 30, 1998 was $34,800 (an effective rate of 33.1%) compared to
$11,400 (an effective rate of 37.7%) for the comparable 1997 period.
9
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARIES
Comparison of the Six-Month Periods Ended June 30, 1998 and 1997
Results of Operations:
General. Net earnings for the six months ended June 30, 1998 were $94,600 or
$.06 basic earnings per share ($.05 diluted earnings per share) compared
to $24,900 or $.03 basic and diluted earnings per share for the six months
ended June 30, 1997. This increase in the Company's net earnings was
primarily due to an increase in net interest income, partially offset by
an increase in noninterest expenses.
Interest Income and Expense. Interest income increased by $960,600 from
$1,045,000 for the six months ended June 30, 1997 to $2,005,600 for the
six months ended June 30, 1998. Interest income on loans increased
$743,000 to $1,481,000 due primarily to an increase in the average loan
portfolio balance for the six months ended June 30, 1998. Interest on
securities increased $147,600 to $216,500 due primarily to an increase in
the average securities portfolio during the six months ended June 30,
1998. Interest on other interest-earning assets increased $70,000 to
$308,000 primarily due to an increase in the average balance of these
assets from 1997 to 1998.
Interest expense on deposit accounts increased to $997,000 for the six
months ended June 30, 1998 from $472,400 for the six months ended June 30,
1997. Interest expense increased primarily because of an increase in the
average balance from 1997 to 1998.
Provision for Loan Losses. The provision for loan losses is charged to
earnings to bring the total allowance to a level deemed appropriate by
management and is based upon historical experience, the volume and type of
lending conducted by the Company, industry standards, the amount of
nonperforming loans, general economic conditions, particularly as they
relate to the Company's market areas, and other factors related to the
collectibility of the Company's loan portfolio. The provision decreased
from $102,000 for the six months ended June 30, 1997 to $71,000 for the
six months ended June 30, 1998.
Noninterest Expense. Total noninterest expense increased $427,000 to $980,900
for the six months ended June 30, 1998 from $553,900 for the six months
ended June 30, 1997, primarily due to an increase in employee compensation
and benefits of $226,400, and an increase in other noninterest expense of
$120,100 both due to the overall growth of the Company during 1998.
Provision for Income Taxes. The income tax provision for the six months ended
June 30, 1998 was $49,800 (an effective rate of 34.5%) compared to $14,900
(an effective rate of 37.5%) for the comparable 1997 period.
10
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
The Company commenced its initial public offering of common stock on December 7,
1995 which was the effective date of the Securities Act registration statement,
File No. 33-98090, filed in connection therewith. The offering was a continuous
offering made under Rule 415 whereby the Company offered up to 1,105,000 shares
of common stock for an aggregate of $9,945,000. The Company was committed to
issue up to 335,000 shares pursuant to 670,000 warrants issued during the
initial offering period. On December 15, 1997 the Company declared a two-for-one
stock split resulting in the warrant shares being adjusted upward to 670,000
shares. During the quarter ended June 30, 1998, 583,897 shares were issued to
holders of warrants at a purchase price of $4.50 per share. The warrant exercise
period expired during the quarter ended June 30, 1998 with 86,103 shares subject
to sale remaining unsold.
No additional offering expenses were incurred and proceeds were used for general
corporate purposes.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders (the "Annual Meeting") of the Company, was
held on April 30, 1998, to consider the election of four directors with various
terms, the directors stock option plan, the amendment to the incentive stock
option plan and the ratification of the appointment of the Company's independent
auditors for the year ending December 31, 1998.
At the Annual Meeting, 1,070,120 shares were present in person or by proxy. The
following is a summary and tabulation of the matters that were voted upon at the
Annual Meeting:
Proposal I.
<TABLE>
<CAPTION>
The election of directors:
For Against Abstain Term
--- ------- ------- ----
<S> <C> <C> <C> <C>
Thomas B. Garrison 1,068,320 - 1,800 3 years
Louis J. Smith 1,054,120 - 1,600 3 years
Dennis J. Lynch 1,068,320 - 1,800 3 years
John J. Wolf 1,068,320 - 1,800 1 years
Proposal II:
The approval of the Company 1998 Directors Stock Option Plan:
For Against Abstain Nonvote
--- ------- ------- -------
927,658 60,140 8,525 73,800
======= ====== ===== ======
Proposal III:
The approval of the amendment to the Company's 1996 Incentive Stock Option Plan:
For Against Abstain Nonvote
--- ------- ------- -------
936,280 55,740 4,300 73,800
======= ====== ===== ======
</TABLE>
11
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders, Continued
Proposal IV:
To ratify the appointment of the Company's independent auditors for the year
ending December 31, 1998:
For Against Abstain
--- ------- -------
1,034,120 14,800 21,200
========= ====== ======
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are filed with or incorporated by
reference into this report. The exhibits which are denominated by an
asterisk (*) were previously filed as a part of, and are hereby
incorporated by reference from the Company's Registration Statement on
Form SB-2 under the Securities Act of 1933 for the Company, as effective
with the Securities and Exchange Commission on December 7, 1995,
Registration No. 33-98090 (referred to as "Registration Statement"). The
exhibit numbers correspond to the exhibit numbers in the referenced
documents.
Exhibit No. Description of Exhibit
----------- ----------------------
*3.1 Amended and Restated Articles of Incorporation of the Company
(Registration Statement)
*3.2 By-laws of the Company (Registration Statement)
*4.1 Specimen Common Stock Certificate (Registration Statement)
*4.2 Specimen Warrant Certificate (Registration Statement)
*4.4 Company's Warrant Plan (Registration Statement)
10.1 1996 Incentive Stock Option Plan
10.2 Company's 1998 Directors Stock Option Plan
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K. The Company filed a Form 8-K during the three months
ended June 30, 1998 stating that the Company's unexercised warrants issued
during the initial public offering had expired.
12
<PAGE>
CITIZENS COMMUNITY BANCORP, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CITIZENS COMMUNITY BANCORP, INC.
(Registrant)
Date: , 1998 By: /s/ Richard Storm, Jr.
----------------------- -----------------------
Richard Storm, Jr.,
Chairman of the Board
and Chief Executive Officer
Date: , 1998 By: /s/ Stephen A. McLaughlin
----------------------- --------------------------
Stephen A. McLaughlin,
Secretary and Treasurer
(Chief Accounting Officer)
13
<PAGE>
EXHIBIT 10.1
CITIZENS COMMUNITY BANCORP, INC.
1996 INCENTIVE STOCK OPTION PLAN
1. PURPOSE. The purpose of the Citizens Community Bancorp, Inc. ("CCB") 1996
Incentive Stock Option Plan (the "Plan") is to advance the interests of CCB and
its shareholders by providing key employees of CCB and its affiliates, upon
whose judgment, initiative and efforts the successful conduct of the business of
CCB and its affiliates largely depends, with an additional incentive to perform
in a superior manner, as well as, to attract people of experience and ability.
2. DEFINITIONS.
(a) "Board of Directors" means the Board of Directors of CCB.
(b) "Affiliate" means (i) a member of a controlled group of
corporations of which CCB is a member or (ii) an unincorporated trade or
business which is under common control with CCB as determined in accordance with
Section 414(c) of the Internal Revenue Code (the "Code") and the regulations
issued thereunder. For purposes hereof, a "controlled group of corporations"
shall mean a controlled group of corporations as defined in Section 1563(a) of
the Code determined without regard to Section 1563(a)(4) and (e)(3)(C).
(c) "Award" means an Award of Non-Statutory Stock Options, Incentive
Stock Options, and/or Limited Rights granted under the provisions of the Plan.
(d) "Committee" means the Compensation Committee of the Board of
Directors.
(e) "Plan Year or Years" means a calendar year or years commencing on
or after January 1, 1996.
(f) "Date of Grant" means the actual date on which an Award is granted
by the Committee.
(g) "Common Stock" means the Common Stock of CCB, par value, $.01 per
share.
(h) "Fair Market Value" means, when used in connection with the Common
Stock on a certain date, the reported closing price of the Common Stock as
reported by the National Association of Securities Dealers Automated Quotation
System (as published by the Wall Street Journal, if published) on the day prior
to such date or if the Common Stock was not traded on such date, on the next
preceding day on which the Common Stock was traded thereon. If the Common Stock
is not traded on a national market reported by the National Association of
Securities Dealers Automated Quotation System, the Fair Market Value means the
average of the closing bid and ask sale prices on the last previous date on
which a sale is reported in an over-the-counter transaction. In the absence of
any over-the-counter transactions, the Fair Market Value means the highest price
at which the stock has sold in an arms length transaction during the 90 days
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immediately following the grant date. In the absence of an arms length
transaction during such 90 days, Fair Market Value means the book value of the
common stock or the issue price of $9.00 per share, which ever is higher.
(i) "Limited Right" means the right to receive an amount of cash based
upon the terms set forth in Section 9.
(j) "Disability" means the permanent and total inability by reason of
mental or physical infirmity, or both, of an employee to perform the work
customarily assigned to him. Additionally, a medical doctor selected or approved
by the Board of Directors must advise the Committee that it is either not
possible to determine when such Disability will terminate or that it appears
probable that such Disability will be permanent during the remainder of said
participant's lifetime.
(k) "Termination for Cause" means the termination upon an intentional
failure to perform stated duties, breach of a fiduciary duty involving personal
dishonesty, which results in material loss to CCB or one of its affiliates or
willful violation of any law, rule or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order issued to CCB or one of its
affiliates.
(l) "Participant" means an employee of CCB or its affiliates chosen by
the Committee to participate in the Plan.
(m) "Change in Control" of CCB means a change in control that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange
Act") or any successor disclosure item; provided that, without limitation, such
a Change in Control (as set forth in 12 U.S.C. Section 1841[a][2] of the Bank
Holding Company Act of 1956, as amended) shall be deemed to have occurred if any
person (as such term is used in Sections 13[d] and 14[d] of the Exchange Act in
effect on the date first written above), other than any person who on the date
hereof is a director or officer of CCB or the Bank, (i) directly or indirectly,
or acting through one or more other persons, owns, controls or has power to vote
25% or more of any class of the then outstanding voting securities of CCB or the
Bank; or (ii) controls in any manner the election of the directors of CCB. For
purposes of this Agreement, a "Change in Control" shall be deemed not to have
occurred in connection with a reorganization, consolidation, or merger of the
Company where the stockholders of the Company, immediately before the
consummation of the transaction, will own at least 50% of the total combined
voting power of all classes of stock entitled to vote of the surviving entity
immediately after the transaction.
(n) "Normal Retirement" means retirement at the normal or early
retirement date as set forth in any tax qualified plan of the Bank.
3. ADMINISTRATION. The Plan shall be administered by the Compensation Committee
of the Board of Directors. The Committee is authorized, subject to the
provisions of the Plan, to establish such rules and regulations as it deems
necessary for the proper administration of the Plan and to make whatever
determinations and interpretations in connection with the Plan it deems as
necessary or advisable. All determinations and interpretations made by the
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Committee shall be binding and conclusive on all Participants in the Plan and on
their legal representatives and beneficiaries.
4. TYPES OF AWARDS. Awards under the Plan may be granted in any one or a
combination of:
(a) Incentive Stock Options;
(b) Non-Statutory Stock Options; and
(c) Limited Rights
as defined below in paragraphs 7-9 of the Plan.
5. STOCK SUBJECT TO THE PLAN. Subject to adjustment as provided in Section 13,
the maximum number of shares reserved for issuance under the Plan is 275,000
shares of Common Stock of CCB, par value $.01 per share. To the extent that
options or rights granted under the Plan are exercised, the shares covered will
be unavailable for future grants under the Plan; to the extent that options
together with any related rights granted under the Plan terminate, expire or are
cancelled without having been exercised or, in the case of Limited Rights
exercised for cash, new Awards may be made with respect to these shares.
6. ELIGIBILITY. Officers and other employees of CCB or its affiliates shall be
eligible to receive Incentive Stock Options, Non-Statutory Stock Options and/or
Limited Rights under the Plan. Directors who are not employees or officers of
CCB or its affiliates shall not be eligible to receive Awards under the Plan.
7. NON-STATUTORY STOCK OPTIONS.
7.1 Grant of Non-Statutory Stock Options.
The Committee may, from time to time, grant Non-Statutory Stock Options to
eligible employees. Non-Statutory Stock Options granted under this Plan are
subject to the following terms and conditions:
(a) Price.
The purchase price per share of Common Stock deliverable upon the
exercise of each Non-Statutory Stock Option shall not be less than 100%
of the Fair Market Value of CCB's Common Stock on the date the option
is granted. Shares may be purchased only upon full payment of the
purchase price. Payment of the purchase price may be made, in whole or
in part, through the surrender of shares of the Common Stock of CCB at
the Fair Market Value of such shares determined in the manner described
in Section 2(h).
(b) Terms of Options.
The term during which each Non-Statutory Stock Option may be exercised
shall be determined by the Committee, but in no event shall a
Non-Statutory Stock Option be exercisable in whole or in part more than
10 years and one day from the Date of Grant.
The Committee shall determine the date on which each Non-Statutory Stock Option
shall become exercisable in installments. The shares comprising each installment
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may be purchased in whole or in part at any time after such installment becomes
purchasable. The Committee may, in its sole discretion, accelerate the time at
which any Non-Statutory Stock Option may be exercised in whole or in part.
Notwithstanding the above, in the event of a Change in Control of CCB, all
Non-Statutory Stock Options shall become immediately exercisable.
(c) Termination of Employment.
Upon the termination of an employee's service for any reason other than
Disability, Normal Retirement, death or Termination for Cause, his
Non-Statutory Stock Options shall be exercisable only as to those
shares which were immediately purchasable by him at the date of
termination and only for a period of three months following
termination. In the event of Termination for Cause, all rights under
his Non-Statutory Stock Options shall expire upon termination. In the
event of the death, Disability or Normal Retirement of any employee,
all Non-Statutory Stock Options held by the employee, whether or not
exercisable at such time, shall be exercisable by the employee or his
legal representatives or beneficiaries for three years following the
date of his death, Normal Retirement or cessation of employment due to
Disability, provided that in no event shall the period extend beyond
the expiration of the Non-Statutory Stock Option term.
8. INCENTIVE STOCK OPTIONS.
8.1 Grant of Incentive Stock Options.
The Committee may, from time to time, grant Incentive Stock Options to eligible
employees. Incentive Stock Options granted pursuant to the Plan shall be subject
to the following terms and conditions:
(a) Price.
The purchase price per share of Common Stock deliverable upon the
exercise of each Incentive Stock Option shall be not less than 100% of
the Fair Market Value of CCB's Common Stock on the date the Incentive
Stock Option is granted. However, if an employee owns stock equal to
more than 10% of the total combined voting power of all classes of
Common Stock of CCB (or, under Section 425(d) of the Code, is deemed to
own Common Stock representing more than 10% of the total combined
voting power of all such classes of Common Stock), the purchase price
per share of Common Stock deliverable upon the exercise of each
Incentive Stock Option shall not be less than 110% of the Fair Market
Value of CCB's Common Stock on the date the Incentive Stock Option is
granted. Shares may be purchased only upon payment of the full purchase
price. Payment of the purchase price may be made, in whole or in part,
through the surrender of shares of the Common Stock of CCB at the Fair
Market Value of such shares determined in the manner described in
Section 2(h).
(b) Amounts of Options.
Incentive Stock Options may be granted to any eligible employee in such
amounts as determined by the Committee; provided that the amount
granted is consistent with the terms of Section 422A of the Code. In
the case of an option intended to qualify as an Incentive Stock Option,
the aggregate Fair Market Value (determined as of the time the option
is granted) of the Common Stock with respect to which Incentive Stock
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Options granted are exercisable for the first time by the Participant
during any calendar year (under all plans of the Participant's employer
corporation and its parent and subsidiary corporations) shall not
exceed $100,000. The provisions of this Section 8.1(b) shall be
construed and applied in accordance with Section 422A(d) of the Code
and the regulations, if any, promulgated thereunder.
(c) Terms of Options.
The term during which each Incentive Stock Option may be exercised
shall be determined by the Committee, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than 10
years from the Date of Grant. If any employee, at the time an Incentive
Stock Option is granted to him, owns Common Stock representing more
than 10% of the total combined voting power of CCB (or, under Section
425(d) of the Code, is deemed to own Common Stock representing more
than 10% of the total combined voting power of all such classes of
Common Stock, by reason of the ownership of such classes of Common
Stock, directly or indirectly, by or for any brother, sister, spouse,
ancestor or lineal descendent of such employee, or by or for any
corporation, partnership, estate or trust of which such employee is a
shareholder, partner or beneficiary), the Incentive Stock Option
granted to him shall not be exercisable after the expiration of five
years from the Date of Grant. No Incentive Stock Option granted under
this Plan is transferable except by will or the laws of descent and
distribution and is exercisable in his lifetime only by the employee to
which it is granted.
The Committee shall determine the date on which each Incentive Stock Option
shall become exercisable and may provide that an Incentive Stock Option shall
become exercisable in installments. The shares comprising each installment may
be purchased in whole or in part at any time after such installment becomes
purchasable, provided that the amount able to be first exercised in a given year
is consistent with the terms of Section 422A of the Code. The Committee may, in
its sole discretion, accelerate the time at which any Incentive Stock Option may
be exercised in whole or in part, provided that it is consistent with the terms
of Section 422A of the Code. Notwithstanding the above, in the event of a Change
in Control of CCB, all Incentive Stock Options shall become immediately
exercisable.
(d) Termination of Employment.
Upon the termination of an employee's service for any reason other than
Disability, Normal Retirement, death or Termination for Cause, his
Incentive Stock Options shall be exercisable only as to those shares
which were immediately purchasable by him at the date of termination
and only for a period of three months following termination. In the
event of Termination for Cause all rights under his Incentive Stock
Options shall expire upon termination.
In the event of death or Disability of any employee, all Incentive Stock Options
held by such employee, whether or not exercisable at such time, shall be
exercisable by the employee or his legal representatives or beneficiaries for
one year following the date of his death or cessation of employment due to
Disability. Upon termination of an employee's service due to Normal Retirement,
all Incentive Stock Options held by such employee, whether or not exercisable at
5
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such time, shall be exercisable for a period of one year following the date of
his Normal Retirement, provided however, that such option shall not be eligible
for treatment as an Incentive Stock Option in the event such option is exercised
more than three months following the date of his Normal Retirement. In no event
shall the period extend beyond the expiration of the Incentive Stock Option
term.
9. LIMITED RIGHTS.
9.1 Grant of Limited Rights.
The Committee may grant a Limited Right simultaneously with the grant of any
option, with respect to all or some of the shares covered by such option.
Limited Rights granted under this Plan are subject to the following terms and
conditions:
(a) Terms of Rights.
In no event shall a Limited Right be exercisable in whole or in part
before the expiration of six months from the date of grant of the
Limited Right. A Limited Right may be exercised only in the event of a
Change in Control of CCB.
The Limited Right may be exercised only when the underlying option is
eligible to be exercised, provided that the Fair Market Value of the
underlying shares on the day of exercise is greater than the exercise
price of the related option.
Upon exercise of a Limited Right, the related option shall cease to be
exercisable. Upon exercise or termination of an option, any related
Limited Rights shall terminate. The Limited Rights may be for no more
than 100% of the difference between the exercise price and the Fair
Market Value of the Common Stock subject to the underlying option. The
Limited Right is transferable only when the underlying option is
transferable and under the same conditions.
(b) Payment.
Upon exercise of a Limited Right, the holder shall promptly receive
from CCB an amount of cash equal to the difference between the Fair
Market Value on the Date of Grant of the related option and the Fair
Market Value of the underlying shares on the date the Limited Right is
exercised, multiplied by the number of shares with respect to which
such Limited Right is being exercised.
(c) Termination of Employment.
Upon the termination of an employee's service for any reason other than
Disability, Normal Retirement, death or Termination for Cause, any
Limited Rights held by him shall be exercisable only as to those shares
of the related option which were immediately purchasable at the date of
termination and for a period of three months following termination. In
the event of Termination for Cause, all Limited Rights held by him
shall expire immediately.
Upon termination of an employee's employment for reason of death, or
Disability, all Limited Rights held by such employee shall be
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exercisable by the employee or his legal representative or
beneficiaries for a period of one year from the date of such
termination with respect to Limited Rights related to Incentive Stock
Options, and for a period of three years from the date of such
termination with respect to Limited Rights related to Non-Statutory
Stock Options. Upon termination of an employee's employment for reason
of Normal Retirement, all Limited Rights held by such employee shall be
exercisable by the employee or his legal representative or beneficiary
for one year with respect to Limited Rights granted with respect to
Incentive Stock Options and three years with respect to Limited Rights
granted with respect to Non-Statutory Stock Options. In no event shall
the period extend beyond the expiration of the term of the related
option.
10. RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY. An optionee shall have no
rights as a shareholder with respect to any shares covered by a Non-Statutory
and/or Incentive Stock Option until the date of issuance of a stock certificate
for such shares. Nothing in this Plan or in any Award granted confers on any
person any right to continue in the employ of CCB or its affiliates or to
continue to perform services for CCB or its affiliates or interferes in any way
with the right of CCB or its affiliates to terminate his services as an officer
or other employee at any time.
No Award under the Plan shall be transferable by the optionee other than by will
or the laws of descent and distribution and may only be exercised during his
lifetime by the optionee, or by a guardian or legal representative.
11. AGREEMENT WITH GRANTEES. Each Award of Options, and/or Limited Rights will
be evidenced by a written agreement, executed by the Participant and CCB or its
affiliates which describes the conditions for receiving the Awards including the
date of Award, the purchase price if any, applicable periods, and any other
terms and conditions as may be required by the Board of Directors or applicable
securities law.
12. DESIGNATION OF BENEFICIARY. A Participant may, with the consent of the
Committee, designate a person or persons to receive, in the event of death, any
stock option or Limited Rights Award to which he would then be entitled. Such
designation will be made upon forms supplied by and delivered to CCB and may be
revoked in writing. If a Participant fails effectively to designate a
beneficiary, then his estate will be deemed to be the beneficiary.
13. DILUTION AND OTHER ADJUSTMENTS. In the event of any change in the
outstanding shares of Common Stock of CCB by reason of any stock dividend or
split, recapitalization, merger, consolidation, spin-off, reorganization,
combination or exchange of shares, or other similar corporate change, the
Committee will make such adjustments to previously granted Awards, to prevent
dilution or enlargement of the rights of the Participant, including any or all
of the following:
(a) adjustments in the aggregate number or kind of shares of Common
Stock which may be awarded under the Plan;
(b) adjustments in the aggregate number or kind of shares of Common
Stock covered by Awards already made under the Plan;
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(c) adjustments in the purchase price of outstanding Incentive and/or
Non-Statutory Stock Options, or any Limited Rights attached to such
options.
No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award.
14. WITHHOLDING. There will be deducted from each distribution of cash and/or
Common Stock under the Plan the amount of tax required by any governmental
authority to be withheld.
15. AMENDMENT OF THE PLAN. The Board of Directors may at any time, and from time
to time, modify or amend the Plan in any respect; provided however, that if
necessary to continue to qualify the Plan under the Securities and Exchange
Commission Rule 16(b)-3, shareholder approval would be required for any such
modification or amendments which:
(a) increases the maximum number of shares for which options may be
granted under the Plan (subject, however, to the provisions of Section
13 hereof);
(b) reduces the exercise price at which Awards may be granted;
(c) extends the period during which options may be granted or exercised
beyond the times originally prescribed; or
(d) changes the persons eligible to participate in the Plan.
Failure to ratify or approve amendments or modifications to subsections (a)
through (d) of this Section by shareholders shall be effective only as to the
specific amendment or modification requiring such ratification. Other
provisions, sections, and subsections of this Plan will remain in full force and
effect.
No such termination, modification or amendment may affect the rights of a
Participant under an outstanding Award.
16. EFFECTIVE DATE OF PLAN. The Plan shall be adopted by the Board of Directors
and shall become effective upon such date of adoption, or other date as
determined by the Board. Following the Effective Date of the Plan, the Plan
shall be submitted to shareholders for approval. If the Plan shall not be
approved by shareholders, the Plan and any Awards granted thereunder shall be
null and void.
17. TERMINATION OF THE PLAN. The right to grant Awards under the Plan will
terminate upon the earlier of ten (10) years after the Effective Date of the
Plan or the issuance of Common Stock or the exercise of options or related
rights equaling the maximum number of shares reserved under the Plan as set
forth in Section 5. The Board of Directors has the right to suspend or terminate
the Plan at any time, provided that no such action will, without the consent of
a Participant, adversely affect his rights under a previously granted Award.
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18. APPLICABLE LAW. The Plan will be administered in accordance with the laws of
the State of Florida.
Adopted this 24th day of April 1996 by the Company's Shareholders.
/s/ Stephen A. McLaughlin
-------------------------
Stephen A. McLaughlin
Secretary
As amended by the Board of Directors on February 3, 1998 and as
approved by the Company's Shareholders on April 30, 1998.
/s/ Stephen A. McLaughlin
-------------------------
Stephen A. McLaughlin
Secretary
9
EXHIBIT 10.2
CITIZENS COMMUNITY BANCORP, INC.
1998 DIRECTORS' STOCK OPTION AND LIMITED RIGHTS PLAN
1. PURPOSE
The purpose of Citizens Community Bancorp, Inc.'s ("Company") 1998
Directors' Stock Option and Limited Rights Plan ("Directors' Plan") is to
advance the interests of the Company, its subsidiaries and its shareholders by
providing the directors of the Company or its wholly owned subsidiaries,
("Subsidiaries"), upon whose judgment, initiative and oversight the successful
conduct of the business of the Company depends, with an additional incentive to
serve on the Board of Directors for the Company or its Subsidiaries, as well as,
to attract people of experience and ability to serve as Directors in the future.
2. DEFINITIONS
(a) "Board of Directors" means the Board of Directors of the
Company.
(b) "Award" means an Award of Non-Statutory Stock Options and/or
Limited Rights granted under the provisions of the Directors'
Plan.
(c) "Committee" means the Compensation Committee of the Board of
Directors.
(d) "Directors' Plan Year or Years" means a calendar year or years
commencing on or after January 1, 1998.
(e) "Date of Grant" means the actual date on which an Award is
granted by the Committee.
(f) "Common Stock" means the common stock of the Company, par
value, $0.01 per share.
(g) "Fair Market Value" means, when used in connection with the
Common Stock on a certain date, the reported closing price of
the Common Stock as reported by the National Association of
Securities Dealers Automated Quotation System (as published by
the Wall Street Journal, if published) on the day prior to
such date or if the Common Stock was not traded on such date,
on the next preceding day on which the Common Stock was traded
thereon. If the Common Stock is not traded on a national
market reported by the National Association of Securities
Dealers Automated Quotation System, the Fair Market Value
means the average of the closing bid and ask sale prices on
the last previous date on which a sale is reported in an
over-the-counter transaction. In the absence of any
over-the-counter transactions, the Fair Market Value means the
highest price at which the stock has sold in an arms length
transaction during the 90 days immediately preceeding the
grant date. In the absence of an arms length transaction
during such 90 days, Fair Market Value means the book value of
the common stock or the adjusted original issue price of $4.50
per share, whichever is higher.
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(h) "Limited Right" means the right to receive an amount of cash
based upon the terms set forth in Section 8.
(i) "Termination for Cause" means the termination upon an
intentional failure to perform stated duties, breach of a
fiduciary duty involving personal dishonesty, which results in
material loss to the Company or one of its affiliates or
willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or final
cease-and-desist order issued to the Company or one of its
subsidiaries.
(j) "Participant" for the Plan means a director of the Company or
its Subsidiaries chosen by the Committee to participate in the
Directors' Plan.
(k) "Change in Control" of the Company means a change in control
that would be required to be reported in response to Item 6(e)
of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange Act")
or any successor disclosure item; provided that, without
limitation, such a Change in Control (as set forth in 12
U.S.C. Section 1841[a][2] of the Bank Holding Company Act of
1956, as amended) shall be deemed to have occurred if any
person (as such term is used in Sections 13[d] and 14[d] of
the Exchange Act in effect on the date first written above),
other than any person who on the date hereof is a director or
officer of the Company, (i) directly or indirectly, or acting
through one or more other persons, owns, controls or has power
to vote 25% or more of any class of the then outstanding
voting securities of the Company; or (ii) controls in any
manner the election of the directors of the Company. For
purposes of this Agreement, a "Change in Control" shall be
deemed not to have occurred in connection with a
reorganization, e.g. consolidation or merger of the Company
where the stockholders of the Company, immediately before the
consummation of the transaction, will own at least 50% of the
total combined voting power of all classes of stock entitled
to vote of the surviving entity immediately after the
transaction.
(l) "Date of Affiliation" means the date on which a director was
first elected or appointed to the Board of Directors of the
Company or one of its Subsidiaries whichever is earlier.
3. ADMINISTRATION
The Directors' Plan shall be administered by the Compensation Committee
of the Board of Directors. The Committee is authorized, subject to the
provisions of the Directors' Plan, to establish such rules and regulations as it
deems necessary for the proper administration of the Directors' Plan and to make
whatever determinations and interpretations in connection with the Directors'
Plan it deems as necessary or advisable. All determinations and interpretations
made by the Committee shall be binding and conclusive on all Participants in the
Directors' Plan and on their legal representatives and beneficiaries.
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4. TYPES OF AWARDS
Awards under the Directors' Plan may be granted in any one or a
combination of the following, as defined below in Sections 7 and 8 of the
Directors' Plan:
(a) Non-Statutory Stock Options; and
(b) Limited Rights
5. STOCK SUBJECT TO THE DIRECTORS' PLAN
Subject to adjustment as provided in Section 12, the maximum number of
shares reserved for issuance under the Directors' Plan is 150,000 shares of
Common Stock outstanding (sometimes referred to herein as "Option Shares"). To
the extent that options or rights granted under the Directors' Plan are
exercised, the shares covered will be unavailable for future grants under the
Directors' Plan; to the extent that options together with any related rights
granted under the Directors' Plan terminate, expire or are canceled without
having been exercised or, in the case of Limited Rights exercised for cash, new
Awards may be made with respect to these shares.
6. ELIGIBILITY
The directors of the Company and its Subsidiaries ("Directors"), except
for those directors who are also salaried officers of the Company or its
Subsidiaries, shall be eligible to receive Non-Statutory Stock Options and/or
Limited Rights under the Directors' Plan. The maximum number of Option Shares
that a Participant shall be eligible to be awarded shall be: (i) Company
Directors - 10,000; (ii) Subsidiary Directors - 5,000.
7. GRANT OF NON-STATUTORY STOCK OPTIONS
The Committee may, from time to time, grant Non-Statutory Stock Options
to Directors. Non-Statutory Stock Options granted under this Directors' Plan are
subject to the following terms and conditions:
(a) Price.
The purchase price per share of Common Stock deliverable upon the
exercise of each Non-Statutory Stock Option shall not be less than 110%
of the Fair Market Value of the Common Stock on the date the option is
granted or $7.50 whichever is greater. Shares may be purchased only
upon full payment of the purchase price. Payment of the purchase price
may be made, in whole or in part, through the surrender of shares of
the Common Stock of the Company at the Fair Market Value of such shares
determined in the manner described in Section 2(g).
(b) Terms of Options.
The term during which each Non-Statutory Stock Option may be exercised
shall be determined by the Committee, but in no event shall a
Non-Statutory Stock Option be exercisable in whole or in part more than
10 years and one day from the Date of Grant.
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(c) Vesting.
The Committee shall determine the date on which each Non-Statutory
Stock Option shall become exercisable in installments. Any required
vesting period shall commence on the Participant's Date of Affiliation.
The shares comprising each installment may be purchased in whole or in
part at any time after such installment becomes exercisable. The
Committee may, in its sole discretion, accelerate the time at which any
Non-Statutory Stock Option may be exercised in whole or in part.
Notwithstanding the above, in the event of a Change in Control of the
Company, or the death of a Director, all Non-Statutory Stock Options
shall become immediately exercisable.
(d) Termination of Service.
Upon the termination of a Directors' service for any reason other than
retirement, death or disability or termination for cause, his or her
Non-Statutory Stock Options shall be exercisable only as to those
shares which were immediately purchasable by him at the date of
termination and only for a period of 30 days following termination and
in the event of retirement 90 days following retirement. In the event
of termination for cause, all rights under his Non-Statutory Stock
Options shall expire upon termination. In the event of the death or
disability of a Director, all Non-Statutory Stock Options held by the
Director, whether or not exercisable at such time, shall be exercisable
by the Director, or the Director's legal representatives or
beneficiaries for twelve (12) months following the date of his death or
disability; provided that in no event shall the period extend beyond
the expiration of the Non-Statutory Stock Option term.
8. GRANT OF LIMITED RIGHTS
The Committee may grant a Limited Right simultaneously with the grant
of any option, with respect to all or some of the shares covered by such option.
Limited Rights granted under the Directors' Plan are subject to the following
terms and conditions:
(a) Terms of Rights.
In no event shall a Limited Right be exercisable in whole or in part
before the expiration of six months from the date of grant of the
Limited Right. A Limited Right may be exercised only upon the
occurrence of all of the following conditions: (i) a Change in Control
of the Company; and (ii) the Fair Market Value of the underlying shares
on the day of exercise is greater than the exercise price of the
related option.
Upon exercise of a Limited Right, the related option shall cease to be
exercisable. Upon exercise or termination of an option, any related
Limited Rights shall terminate. The Limited Rights may be for no more
than 100% of the difference between the exercise price and the Fair
Market Value of the Common Stock subject to the underlying option
pursuant to Section 2(g) herein. The Limited Right is transferable only
when the underlying option is transferable and under the same
conditions.
4
<PAGE>
(b) Payment.
Upon exercise of a Limited Right, the holder shall promptly receive
from the Company an amount of cash equal to the difference between the
Fair Market Value on the Date of Grant of the related option and the
Fair Market Value of the underlying shares on the date the Limited
Right is exercised, multiplied by the number of shares with respect to
which such Limited Right is being exercised.
(c) Termination of Service.
Upon the termination of a Directors' service for any reason other than
retirement, death or disability or termination for cause, any Limited
Rights held by him shall be exercisable only as to those shares of the
related option which were immediately purchasable by him at the date of
termination and only for a period of 30 days following termination. In
the event of Termination for Cause, all Limited Rights shall expire
upon termination. In the event of termination of service for reason of
death or disability, all Limited Rights held by the Director, whether
or not exercisable at such time, shall be exercisable by the Director
or his legal representatives or beneficiaries for twelve (12) months
following the date of his death or disability; provided that in no
event shall the period extend beyond the expiration of the related
Non-Statutory Stock Option term.
9. RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY
An optionee shall have no rights as a shareholder with respect to any
shares covered by a Non-Statutory Stock Option until the date of issuance of a
stock certificate for such shares. Nothing in the Directors' Plan or in any
Award granted confers on any person any right to continue to serve as a director
for the Company or its Subsidiaries.
No Award under the Directors' Plan shall be transferable by the
optionee other than by will or the laws of descent and distribution and may only
be exercised during his lifetime by the optionee, or by a guardian or legal
representative.
10. AGREEMENT WITH PARTICIPANTS
Each Award of Options and/or Limited Rights will be evidenced by a
written agreement, executed by the Participant and the Company which describes
the conditions for receiving the Awards including the date of Award, the
purchase price, applicable periods, and any other terms and conditions as may be
required by the Board of Directors or applicable securities law.
11. DESIGNATION OF BENEFICIARY
A Participant may, with the consent of the Committee, designate a
person or persons to receive, in the event of death, any stock option or Limited
Rights Award to which he would then be entitled. Such designation will be made
upon forms supplied by and delivered to the Company and may be revoked in
writing. If a Participant fails effectively to designate a beneficiary, then his
estate will be deemed to be the beneficiary.
5
<PAGE>
12. DILUTION AND OTHER ADJUSTMENTS
In the event of any change in the outstanding shares of Common Stock of
the Company by reason of any stock dividend, split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares, or
other similar corporate change, the Committee will make such adjustments to
previously granted Awards, to prevent dilution or enlargement of the rights of
the Participant, including any or all of the following:
(a) adjustments in the aggregate number or kind of shares of Common
Stock which may be awarded under the Directors' Plan;
(b) adjustments in the aggregate number or kind of shares of Common
Stock covered by Awards already made under the Directors' Plan;
(c) adjustments in the purchase price of outstanding Non-Statutory
Stock Options, or any Limited Rights attached to such options.
No such adjustments may, however, materially change the value of
benefits available to a Participant under a previously granted Award.
13. WITHHOLDING
There will be deducted from each distribution of cash and/or Common
Stock under the Directors' Plan the amount of tax required to be withheld by any
governmental authority if any.
14. AMENDMENT OF THE DIRECTORS' PLAN
The Board of Directors may at any time, and from time to time, modify
or amend the Directors' Plan in any respect; provided however, that if necessary
to continue to qualify the Directors' Plan under the Securities and Exchange
Commission Rule 16(b)-3, shareholder approval would be required for any such
modification or amendments which:
(a) increases the maximum number of shares for which options may
be granted under the Directors' Plan (subject, however, to the
provisions of Section 13 hereof);
(b) reduces the minimum purchase price at which Awards may be
granted;
(c) extends the period during which options may be granted or
exercised beyond the times originally prescribed; or
(d) changes the persons eligible to participate in the Directors'
Plan.
Failure to ratify or approve amendments or modifications to Subsections
(a) through (d) of this Section by shareholders shall be effective only as to
the specific amendment or modification requiring such ratification. Other
provisions, sections, and subsections of this Directors' Plan will remain in
full force and effect.
No such termination, modification or amendment may affect the rights of
a Participant under an outstanding Award.
6
<PAGE>
15. EFFECTIVE DATE OF DIRECTORS' PLAN
The Directors' Plan shall be adopted by the Board of Directors and
shall become effective upon such date of adoption, or other date as determined
by the Board ("Effective Date"). Following the Effective Date of the Directors'
Plan, the Directors' Plan shall be submitted to the Company's shareholders for
approval. If the Directors' Plan is not approved by shareholders the Directors'
Plan and any Awards granted thereunder shall be null and void.
16. TERMINATION OF DIRECTORS' PLAN
The right to grant Awards under the Directors' Plan will terminate upon
the earlier of 10 years after the Effective Date of the Directors' Plan or the
issuance of Common Stock or the exercise of options or related rights equaling
the maximum number of shares reserved under the Directors' Plan as set forth in
Section 5. The Board of Directors has the right to suspend or terminate the
Directors' Plan at any time, provided that no such action will, without the
consent of a Participant, adversely affect his rights under a previously granted
Award.
17. APPLICABLE LAW
The Directors' Plan will be administered in accordance with the laws of
the State of Florida.
Adopted this 24th day of February, 1998 by the Board of Directors of
the Company.
/s/ Stephen A. McLaughlin
-------------------------
Stephen A. McLaughlin
Secretary
Adopted on the 30th day of April, 1998 by the Company's shareholders.
/s/ Richard Storm, Jr.
----------------------
Richard Storm, Jr.
7
<PAGE>
[GRAPHIC OMITTED]
NON-EMPLOYEE DIRECTOR'S STOCK OPTION
AGREEMENT
STOCK OPTION AND LIMITED RIGHTS AGREEMENT made this ___ day of
______________, 1998, between CITIZENS COMMUNITY BANCORP, INC. ("Company"), and
____________________________ ("Participant"). For purposes of this Agreement,
the terms and conditions contained herein relative to the Director's Stock
Option Plan ("Plan") shall have the same meanings as those terms and conditions
of the Plan as set forth and approved by the Board of Directors of the Company
at a meeting on October 21, 1997 and further clarified at a meeting of the Board
of Directors of the Company on November 18, 1997; Company and Participant do
hereby agree that this Agreement is specifically conditioned upon approval of
the Plan by the Shareholders of the Company at the Annual Meeting of
Shareholders on April 30, 1998.
WHEREAS, the purpose of the Plan is to provide incentives to advance
the interests of the Company and its shareholders by providing Directors of the
Company and its affiliates, upon whose judgment, initiative and efforts the
successful conduct of the business of the Company and its affiliates largely
depends, with an additional incentive to perform in a superior manner, as well
as, to attract Directors of experience and ability;
WHEREAS, the Plan provides for the grant of an option to purchase
shares of the common stock of the Company, par value, $0.01 per share ("Common
Stock") to Directors of the Company or its affiliates, and the Stock Option
Committee has granted Participant an option to purchase Shares of Common Stock
together with Limited Rights, which option is intended to be a non-statutory
incentive stock option;
THEREFORE, to evidence the grant of the Option and Limited Rights and
subject to the terms and conditions as provided in the Plan, the Company and the
Participant hereby agree as follows:
1. Grant of Option. The Company hereby evidences and confirms its grant
to the Participant an option to purchase ____________ Shares shares of Common
Stock, with Limited Rights attached to all such shares at an exercise price of
$7.00 per share (the "Exercise Price"). Such option is hereinafter referred to
as the "Option" and the shares of stock subject to the Option are hereinafter
sometimes referred to as the "Option Shares." The Option and Limited Rights
shall be subject to the provisions of the Plan and this Agreement. The Option is
intended by the parties hereto to be, and shall be treated as, a non-statutory
stock option.
8
<PAGE>
2. Term of Option. The term of the Option will be for a period of ten
(10) years, beginning on ___________________ and ending on ___________________
("Option term").
3. Installment Exercise. Subject to such further limitations as are
provided herein, the Option shall become exercisable in four (4) installments,
the Participant having the right hereunder to purchase from the Company the
following number of Option Shares upon exercise of the Option, on and after the
following dates, in cumulative fashion:
(a) on and after the second anniversary of the Participant's Date of
Affiliation, 50% of the total number of Option Shares;
(b) on and after the third anniversary of the Participant's Date of
Affiliation, 75% of the total number of Option Shares;
(c) on and after the fourth anniversary of the Participant's Date of
Affiliation, 100% of the total number of Option Shares;
The grant of the Option shall impose no obligation upon the Participant
to exercise the Option.
Notwithstanding the foregoing installment exercise schedule, in the
event of a Change in Control of the Company or the death of the participant, the
Option and Limited Rights, whether or not exercisable at such time, shall become
immediately exercisable.
4. Manner of Exercise. The Participant may exercise the Option with
respect to all or any part of the number of Option Shares then exercisable
thereunder by delivering to the Secretary of the Company written notice of
intent to exercise signed by Participant or the person or persons exercising the
Option. Such notice shall state the number of shares of Common Stock with
respect to which the Option is being exercised. Such notice shall be accompanied
by payment of the full Exercise Price. As soon as practicable after such notice
and payment shall have been received, the Company shall deliver a stock
certificate(s) representing the number of shares of Common Stock with respect to
which the Option has been exercised in the name of the person or persons
exercising the Option.
Payment of the Exercise Price shall be made in cash or by check, or, in
whole or in part, through the surrender of shares of Common Stock, which shares
will be valued at Fair Market Value on the date of exercise of the Option.
The Participant shall not be entitled to any rights as a stockholder
with respect to shares of Common Stock being acquired pursuant to the exercise
of the Option, unless and until certificates evidencing such Common Stock are
issued. No adjustments shall be made for dividends or distributions or other
rights for which the record date is prior to the date such certificates are
issued.
Page 9
9
<PAGE>
In the event the Option shall be exercised by any person other than the
Participant pursuant to Section 7 hereof, the notice of exercise of the Option
shall be accompanied by proof satisfactory to the Committee administering the
Plan of the right of such person to exercise the Option.
All shares that shall be purchased upon the exercise of the Option as
provided herein shall be fully paid and nonassessable.
5. Securities Laws; Holding Period. Notwithstanding anything in this
Agreement to the contrary, the Company shall not be obligated to cause to be
issued or delivered any certificate evidencing Common Stock purchased pursuant
to the exercise of the Option, unless and until the Company is advised by its
counsel that the issuance and delivery of such certificate is in compliance with
all applicable laws, regulations and governmental authority and the requirements
of any exchange upon which the Common Stock may be traded. The Company shall in
no event be obligated to register any securities pursuant to the Securities Act
of 1933 (as now in effect or as hereafter amended) ("Securities Act") or to take
any other affirmative action in order to cause the issuance and delivery of such
certificate(s) to comply with any such law, regulation or requirement.
Shares subject to Participant's Option are restricted securities
subject to the restrictions on resale as provided in Rule 144 of the Securities
Act. Shares acquired under the Option will be required to be held for one year
after exercise before they may be sold and appropriate legend reflecting this
restriction shall be placed on the shares, unless (i) the issuance of shares of
Common Stock pursuant to the exercise of options under the Plan is registered
under the Securities Act or (ii) the subsequent sale of shares acquired upon
exercise of the option is registered under the Securities Act, or (iii) an
exemption from registration is available.
6. Exercise of Limited Rights. In no event shall Limited Rights be
exercisable, in whole or in part, before the expiration of six months from the
date of grant. Subject to such further limitations as are provided herein, in
the event of a Change in Control, the Participant, the Participant's surviving
beneficiary or the Participant's legal representative, shall have the right, in
lieu of purchasing shares of Common Stock covered by the Option, during the term
that the underlying Option is exercisable, to relinquish the Option with respect
to any or all of such shares and to receive from the Bank an amount of cash
equal to the difference between the Fair Market Value on the Date of Grant of
the related Option and the Fair Market Value of the underlying shares of the
Common Stock on the date the Limited Rights are exercised, multiplied by the
number of shares with respect to which such Limited Rights are being exercised.
Page 10
10
<PAGE>
Limited Rights with respect to the Option may be exercised by written
notice delivered to the Bank signed by the Participant. Such notice shall state
the number of shares of the Common Stock in respect to which Limited Rights are
being exercised, the date of exercise and the Fair Market Value of the Common
Stock on such date. Within fourteen days following delivery of such written
notice to the Bank, the Bank shall deliver to the Participant cash or such other
form of payment acceptable to the Participant in the amount as determined above
with respect to the Limited Rights being exercised.
The Limited Right may be exercised only when the underlying option is
eligible to be exercised, provided that the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise price of the related
option.
Upon any exercise of a Limited Right, the related Option or portion
thereof shall cease to be exercisable. Upon exercise or termination of the
Option, any related Limited Rights shall terminate. The Limited Rights may be
for no more than 100% of the difference between the exercise price and the Fair
Market Value of the Common Stock subject to the underlying option.
7. Transferability. The Option and the Limited Rights may be exercised
during Participant's lifetime only by him, and neither the Option, the Limited
Rights nor this Agreement shall be assignable or transferable by him, other than
by will or by the laws of descent and distribution. No such transfer of the
Option, the Limited Rights or this Agreement by the Participant by will or the
laws of descent and distribution shall be effective to bind the Company, unless
the Company shall have been furnished with written notice thereof and such other
evidence as the Committee administering the Plan may deem necessary or desirable
to establish the validity of the transfer. The Option, the Limited Rights and
this Agreement shall not be pledged, hypothecated, sold, assigned, transferred
or otherwise encumbered or disposed of except as provided herein. Any purported
pledge, hypothecation, sale, assignment, transfer or other encumbrance or
disposition of the Option or this Agreement contrary to the provisions hereof
shall be null and void and without effect. The levy of any execution,
attachment, or similar process upon the Option, the Limited Rights or this
Agreement shall be null and void and without effect.
8. Designation of Beneficiary. Participant may designate a person or
persons to receive, in the event of death, any rights that may be available to
him pursuant to the Plan under the Option, the Limited Rights and this
Agreement. Such designation will be made upon forms supplied by and delivered to
the Company and may be revoked in writing. If Participant fails effectively to
designate a beneficiary, then Participant's estate will be deemed to be the
beneficiary.
Page 11
11
<PAGE>
9. Rights in Event of Termination.. Upon the termination of
Participant's term as a Director for any reason other than retirement, death or
disability , the Option held by him shall be exercisable only as to those shares
which were immediately purchasable by him/her at the date of termination, but
only for a period of three months following termination and in the event of
retirement 90 days following retirement. In no event, however, shall the period
extend beyond the expiration of the Option term. In the event of termination for
cause, all rights shall expire immediately upon termination.
10. Rights in Event of Death. In the event of death of the Participant,
the Option, whether or not exercisable at such time, shall be exercisable by the
Participant or his legal representatives or beneficiaries for one year following
the date of his death. In no event, however, shall the period extend beyond the
expiration of the Option term.
11. Dilution and Other Adjustments. In the event of any change in the
outstanding shares of Common Stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, spin-off, reorganization, combination
or exchange of shares, or other similar corporate change, the Committee shall
make such proportionate adjustments to the Option, if any, as it deems equitable
in the number of shares of Common Stock covered by the Option and in the
Exercise Price per share of the Option, to prevent dilution or enlargement of
the rights of Participant under this Option Agreement.
12. Notice. Any notice required or permitted under this Agreement shall
be deemed given when delivered in person, when mailed by registered mail with
return receipt requested, or by overnight courier upon receipt of the notice.
The notice should be addressed to the Chairman of the Board, Citizens Community
Bancorp, Inc., P.O. Box 1999, Marco Island, Florida 34146-1999, and to
Participant at such address as he may designate in writing to the Company.
13. Modification and Waiver. Neither this Agreement nor any provision
hereof can be changed, modified, amended, discharged, terminated or waived
orally or by any course of dealing or purported course of dealing, unless agreed
to in writing signed by Participant (or his legal representative) and the
Company. The waiver of or failure to enforce any breach of this Agreement shall
not be deemed to be a waiver or acquiescence in any other breach thereof.
14. Governing Law and Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida. Venue for
purposes of bringing an action to enforce the terms of this Agreement shall be
Collier County, Florida.
Page 12
12
<PAGE>
15. Withholding. There may be deducted from each distribution of cash
and/or stock under the Plan an amount of cash or stock relating to withholding
tax imposed by any governmental authority.
16. Holding Period. The Participant hereby acknowledges that the shares
available under this Agreement are restricted shares and are subject to resale
restrictions.
17. Participant Acknowledgment. The Participant hereby acknowledges
that all decisions, determinations and interpretations of or by the committee in
respect of the Plan and this Option Agreement shall be final and conclusive.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above mentioned.
CITIZENS COMMUNITY BANCORP, INC.
Marco Island, Florida
[SEAL]
Attest:
By: /s/Richard Storm, Jr.
- ----------------------------------- ------------------------------
Richard Storm, Jr.
Chairman of the Board
Attest: ACCEPTED AND AGREED TO:
- ----------------------------------- ------------------------------
Participant Name
Page 13
13
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from Form 10-QSB
for the period ended June 30, 1998 and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 3,504
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 11,640
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 10,500
<INVESTMENTS-MARKET> 10,499
<LOANS> 34,625
<ALLOWANCE> 369
<TOTAL-ASSETS> 64,107
<DEPOSITS> 49,903
<SHORT-TERM> 0
<LIABILITIES-OTHER> 947
<LONG-TERM> 0
0
0
<COMMON> 27
<OTHER-SE> 13,231
<TOTAL-LIABILITIES-AND-EQUITY> 64,107
<INTEREST-LOAN> 1,481
<INTEREST-INVEST> 217
<INTEREST-OTHER> 308
<INTEREST-TOTAL> 2,006
<INTEREST-DEPOSIT> 997
<INTEREST-EXPENSE> 997
<INTEREST-INCOME-NET> 1,009
<LOAN-LOSSES> 71
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 981<F1>
<INCOME-PRETAX> 144
<INCOME-PRE-EXTRAORDINARY> 144
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 95
<EPS-PRIMARY> .06
<EPS-DILUTED> .05
<YIELD-ACTUAL> 0<F2>
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 298
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 369
<ALLOWANCE-DOMESTIC> 369
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
<FN>
<F1>Other expenses includes: salaries and employee benefits of $466, occupancy of
$167, professional fees of $11 and other expenses which totaled $337.
<F2>Calculated at year-end
</FN>
</TABLE>
