<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 16, 1996
MARK TWAIN BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
MISSOURI
(State or other jurisdiction of incorporation)
0-4543
----------------------
Commission file Number
43-0895344
----------------------------------
IRS Employer Identification Number
8820 Ladue Road, St. Louis, Missouri 63124
----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(314) 727-1000
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS
- --------------------
The earning release dated January 16, 1996 announcing earnings for
the fourth quarter and year ending December 31, 1995 is contained
in Exhibit 99 and is incorporated by reference herein.
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.
MARK TWAIN BANCSHARES, INC.
(Registrant)
Date: January 16, 1996 KEVIN J. CODY
-------------------------------
Kevin J. Cody
Vice President, Treasurer,
and Assistant Secretary
(Principal Accounting Officer)
EXHIBIT INDEX
99. Earnings release for the fourth quarter and
year ending December 31, 1995.
EXHIBIT 99
CONTACT: Keith Miller
(314) 889-0799
FOR IMMEDIATE RELEASE
MARK TWAIN EARNINGS INCREASE 16.4% TO $47.71 MILLION,
FOURTH QUARTER AND YEARLY RESULTS SET RECORDS
St. Louis, Mo., January 16, 1996. . . Mark Twain Bancshares, Inc.,
today announced a 16.4% increase in earnings for 1995 over 1994.
Net income for the year totaled $47.71 million, and is a record
high for the 32-year-old company. This was Mark Twain's fifth
consecutive year of record earnings. Fourth quarter income was
$12.50 million, achieving the 19th consecutive quarter of record
earnings.
Primary earnings per share for the year grew 15.4% to $2.93, up
from $2.54 for 1994. Fully diluted earnings per share for the year
rose 14.9% to $2.85.
Return on average assets was 1.72% in 1995, compared to 1.55% in
1994. Return on common shareholders' equity was 18.68% for the
year, up from 18.30% last year.
"It's been another record-breaking year for Mark Twain. Our 1995
results are outstanding," says John P. Dubinsky, Mark Twain
Bancshares President and Chief Executive Officer. "For five years
in a row, Mark Twain has achieved record results and set new
standards of excellence. These 1995 results further strengthen Mark
Twain's position as one of the nations's top-performing bank
holding companies."
The company's fourth quarter results also broke records. Income
for the quarter totaled $12.5 million, up 12.4% from fourth quarter
1994. Primary earnings per share grew 10.1% for the fourth quarter
to total $.76, as compared to $.69 for the fourth quarter of 1994.
Fully diluted earnings per share totaled $.74 for the quarter, an
increase of 10.4% over $.67 for the fourth quarter 1994.
Return on average assets for the quarter was 1.75%, compared to
1.65% for the fourth quarter of 1994. Return on common
shareholder's equity for the quarter was 18.36%, compared to 19.02%
for the same period in 1994.
-- more --
<PAGE> 2
Earnings -- Add One
As a result of these higher performance levels, the board of
directors of Mark Twain Bancshares, Inc. previously announced on
January 4, 1996, a 14.8% increase in its common stock cash dividend
to a new annual rate of $1.24, effective with the first quarter
payment.
Dubinsky attributes Mark Twain's results to the company's
continuing successful implementation of key principles, which
include maintaining high quality assets, minimizing increases in
overhead expenses, maximizing opportunities for profitable growth,
and aggressively soliciting new profitable business. He also
indicated that in 1995 Mark Twain again experienced strong loan
growth, increased net interest income, low loan losses, and a
record level of efficiency and productivity.
Net interest income, on a fully tax equivalent basis, increased
3.2% for the year to total $129.43 million. Net interest margin
for the year was 5.03%, compared to 5.10% for 1994. Net interest
margin for fourth quarter 1995 was 4.85%, compared to 5.23% for
fourth quarter 1994.
In 1995, Mark Twain continued its focus on improving productivity,
and ended the year with a record-level efficiency ratio of 52.15%.
Total overhead expenses actually declined 4.2% compared to 1994.
The efficiency ratio was 53.05% for fourth quarter 1995 as compared
to 54.67% for fourth quarter 1994. Excluding a fourth quarter 1995
non-recurring item, the efficiency ratio was 50.90% and 48.03% for
the year and fourth quarter, respectively.
Loan demand and loan outstandings have continued to rise steadily.
Loan outstandings at year-end were $1.972 billion, an increase of
6.0% from year-end 1994. Average loans for 1995 totaled $1.916
billion, an increase of 9.6% over last year.
Mark Twain's asset quality remained strong for the year, with non-
performing assets representing 1.00% of total loans plus foreclosed
real estate, compared to .95% at year-end 1994 and 1.20% at year-
end 1993. The loan loss reserve at year-end 1995 represents 1.55%
of total loans, the same level at year-end 1994. Mark Twain
continues to experience low loan loss levels. Net charge-offs for
the year were .18% of average loans, down from .21% for 1994.
Total assets for the year averaged $2.767 billion, compared to
$2.646 billion in 1994, an increase of 4.6%. Year-to-date average
deposits were $2.283 billion, compared to $2.200 billion in 1994,
an increase of 3.8%.
-- more --
<PAGE> 3
Earnings -- Add two
Combined revenues from the fee divisions increased 11.55% for 1995,
compared to last year. The Capital Markets Group, which includes
bond and brokerage operations, experienced increases in fee income
of 14.5% for the year and 10.7% for the fourth quarter, compared to
the same periods last year. The Trust Division showed increases in
revenue of 4.6% for the year and 16.9% for the fourth quarter,
compared to the same periods last year.
Mark Twain Bancshares, Inc. is a 32-year-old bank holding company
with 34 banking locations in three states: 20 throughout St. Louis,
St. Louis County, and St. Charles County, as well as 10 in the
Kansas City metropolitan area, and four in the Illinois communities
of Belleville and Edwardsville. Mark Twain also operates 33
brokerage locations in three states. Related financial services
include: Mark Twain Capital Markets Group; Mark Twain Brokerage
Services, Inc.; Mark Twain Commercial Finance Division; Mark Twain
International Division; Mark Twain Leasing Division; and Mark Twain
Trust Division. Mark Twain stock is traded over-the-counter under
the NASDAQ symbol MTWN. The Mark Twain Banks World Wide Web address
is http://www.marktwain.com.
# # #
<PAGE> 4
MARK TWAIN BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
December 31, December 31,
1995 1994
------------ -------------
(in thousands of $)
<S> <C> <C>
ASSETS
Cash and due from banks $ 156,207 $ 139,947
Interest bearing deposits with banks - 54
Federal funds sold and securities
purchased under resale agreements 7,900 1,600
Trading account securities 63,579 32,909
Securities available for sale 445,808 228,359
Investment securities 244,094 353,958
Loans, net of allowance for loan losses of
$30,508 and $28,894, respectively 1,941,431 1,831,261
Premises and equipment 20,764 27,910
Accrued income receivable 17,830 17,572
Other assets 70,618 55,146
---------- ----------
Total assets $2,968,231 $2,688,716
========== ==========
LIABILITIES
Non-interest bearing deposits $ 519,155 $ 461,958
Interest bearing deposits 1,938,237 1,810,099
---------- ----------
Total deposits 2,457,392 2,272,057
---------- ----------
Short-term borrowings 165,731 148,118
Other liabilities 50,712 14,103
Long-term debt 18,490 20,389
---------- -----------
Total liabilities 2,692,325 2,454,667
---------- -----------
SHAREHOLDERS' EQUITY
Preferred stock, $25.00 par value, authorized
and unissued 500,000 shares - -
Common stock, $1.25 par value, authorized
30,000,000 shares, issued 16,508,220
and 16,375,527 shares, respectively 20,635 20,469
Surplus 63,630 60,246
Undivided profits 194,888 164,513
Unrealized net appreciation (depreciation),
available for sale securities 1,026 (9,623)
---------- ----------
280,179 235,605
Less common treasury stock at cost, 362,685
and 398,633 shares, respectively 4,273 1,556
---------- ----------
Total shareholders' equity 275,906 234,049
---------- ----------
Total liabilities and
shareholders' equity $2,968,231 $2,688,716
========== ==========
</TABLE>
<PAGE> 5
MARK TWAIN BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
For the Twelve Months For the Three Months
Ended December 31, Ended December 31,
1995 1994 1995 1994
---- ---- ---- ----
(in thousands of $ except per share data)
<S> <C> <C> <C> <C>
INTEREST FROM EARNING ASSETS
Interest and fees on loans $180,955 $146,845 $45,478 $41,034
Interest on investment securities:
Taxable 22,207 24,581 4,972 5,793
Non-taxable 173 674 31 145
Interest on trading account securities 3,003 4,197 890 1,166
Interest on securities available for sale 15,884 15,056 4,745 3,901
Interest on mortgage loans held for resale - 2,453 - -
Interest on deposits with banks - 3 - -
Interest on federal funds sold and securities
purchased under resale agreements 951 804 388 192
-------- -------- ------- -------
Total interest income 223,173 194,613 56,504 52,231
-------- -------- ------- -------
INTEREST EXPENSE
Interest on deposits 85,006 62,479 22,810 17,505
Interest on short-term borrowings 8,414 6,337 1,476 1,876
Interest on long-term debt 1,512 1,776 347 416
-------- -------- ------- -------
Total interest expense 94,932 70,592 24,633 19,797
-------- -------- ------- -------
Net interest income 128,241 124,021 31,871 32,434
Provision for loan losses 5,003 5,526 1,659 1,027
-------- -------- ------- -------
Net interest income after provision for loan losses 123,238 118,495 30,212 31,407
-------- -------- ------- -------
OTHER INCOME
Service charges on deposit accounts 7,051 7,398 1,831 1,792
Securities transactions 296 309 250 -
Other income 29,439 27,793 7,316 6,576
-------- -------- ------- -------
Total other income 36,786 35,500 9,397 8,368
-------- -------- ------- -------
OTHER EXPENSES
Salaries 41,011 41,062 9,913 10,273
Employee benefits 6,520 6,589 1,318 1,420
Net occupancy expense 9,339 9,302 2,299 2,324
Furniture and equipment expense 3,883 4,568 989 1,150
Other expenses 25,769 28,761 7,383 7,350
-------- -------- ------- -------
Total other expenses 86,522 90,282 21,902 22,517
-------- -------- ------- -------
Income before income taxes 73,502 63,713 17,707 17,258
Applicable income taxes 25,789 22,731 5,210 6,138
-------- -------- ------- -------
Net income $ 47,713 $ 40,982 $12,497 $11,120
======== ======== ======= =======
NET INCOME PER SHARE:
Primary $2.93 $2.54 $ .76 $ .69
===== ===== ===== =====
Fully diluted $2.85 $2.48 $ .74 $ .67
===== ===== ===== =====
COMMON DIVIDENDS PAID PER SHARE $1.08 $ .96 $ .27 $ .24
===== ===== ===== =====
</TABLE>
<PAGE> 6
MARK TWAIN BANCSHARES, INC.
CONSOLIDATED BALANCE SHEET AND NET INTEREST MARGIN
<TABLE>
<CAPTION>
Year Ended December 31, 1995 Year Ended December 31, 1994
--------------------------------------- -----------------------------------
Average Yield/ Average Yield/
(in thousands of dollars) Balance Interest Rate Balance Interest Rate
- ------------------------------------------------------------------------------- -----------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest earning assets:
Loans <F1><F2> $1,916,374 $181,975 9.50% $1,748,639 $147,817 8.45%
Taxable investment securities 331,174 22,207 6.71% 356,037 24,581 6.90%
Non-taxable investment securities <F1> 3,161 266 8.42% 12,019 1,034 8.60%
Trading account securities 47,559 3,003 6.31% 64,466 4,197 6.51%
Securities available for sale <F1> 257,669 15,959 6.19% 227,591 15,070 6.62%
Mortgage loans held for resale - - - 33,513 2,453 7.32%
Interest bearing deposits with banks - - - 114 3 2.63%
Federal funds sold and securities
purchased under resale agreements 15,808 951 6.02% 18,175 804 4.42%
---------- -------- ----- ---------- -------- -----
Total interest earning assets 2,571,745 224,361 8.72% 2,460,554 195,959 7.96%
-------- ===== -------- =====
Non-interest earning assets:
Cash and due from banks 107,551 115,279
Other assets 122,970 104,662
FASB No. 115 allowance (5,938) (7,431)
Allowance for loan losses (29,694) (27,556)
---------- ----------
Total $2,766,634 $2,645,508
========== ==========
LIABILITES AND SHAREHOLDER'S EQUITY
Interest bearing liabilities:
Interest bearing demand deposits $ 225,609 4,833 2.14% $ 251,849 4,933 1.96%
Savings and money market deposits 678,466 25,950 3.82% 727,797 22,018 3.03%
Time deposits 977,600 54,223 5.55% 821,545 35,528 4.32%
Short-term borrowings 155,939 8,414 5.40% 169,715 6,337 3.73%
Long-term debt 19,666 1,512 7.69% 23,144 1,776 7.67%
---------- -------- ----- ---------- -------- -----
Total interest bearing liabilities 2,057,280 94,932 4.61% 1,994,050 70,592 3.54%
-------- ===== -------- =====
Non-interest bearing liabilities:
Non-interest bearing deposits 401,096 398,310
Other liabilities 52,825 29,176
Shareholders' equity 255,433 223,972
---------- ----------
Total $2,766,634 $2,645,508
========== ==========
Net interest income $129,429 $125,367
======== ========
Net interest margin 5.03% 5.10%
===== =====
<FN>
<F1>Fully tax-equivalent using tax rate of 35% in 1995 and 1994.
<F2>Includes non-accrual loans.
</FN>
</TABLE>
<PAGE> 7
MARK TWAIN BANCSHARES, INC.
CONSOLIDATED BALANCE SHEET AND NET INTEREST MARGIN
<TABLE>
<CAPTION>
Three Months Ended December 31, 1995 Three Months Ended December 31, 1994
-------------------------------------- ------------------------------------
Average Yield/ Average Yield/
(in thousands of dollars) Balance Interest Rate Balance Interest Rate
- ------------------------------------------------------------------------------ ------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest earning assets:
Loans <F1><F2> $1,938,724 $45,716 9.36% $1,798,582 $41,321 9.11%
Taxable investment securities 298,040 4,972 6.62% 351,328 5,793 6.54%
Non-taxable investment securities <F1> 2,302 48 8.27% 10,134 229 8.97%
Trading account securities 59,716 890 5.91% 65,271 1,166 7.09%
Securities available for sale <F1> 305,003 4,761 6.19% 249,920 3,912 6.21%
Mortgage loans held for resale - - - - - -
Interest bearing deposits with banks - - - 52 - -
Federal funds sold and securities
purchased under resale agreements 25,607 388 6.01% 12,186 192 6.25%
---------- ------- ----- ---------- ------- -----
Total interest earning assets 2,629,392 56,775 8.57% 2,487,473 52,613 8.39%
------- ===== ------- =====
Non-interest earning assets:
Cash and due from banks 107,952 118,897
Other assets 124,388 112,895
FASB No. 115 allowance (1,354) (13,103)
Allowance for loan losses (30,095) (28,035)
---------- ----------
Total $2,830,283 $2,678,127
========== ==========
LIABILITES AND SHAREHOLDER'S EQUITY
Interest bearing liabilities:
Interest bearing demand deposits $ 221,332 1,202 2.15% $ 237,664 1,239 2.07%
Savings and money market deposits 680,167 6,549 3.82% 722,300 6,037 3.32%
Time deposits 1,040,024 15,059 5.74% 857,110 10,229 4.73%
Short-term borrowings 118,939 1,476 4.92% 162,770 1,876 4.57%
Long-term debt 18,717 347 7.36% 21,482 416 7.68%
---------- ------- ----- ---------- ------- -----
Total interest bearing liabilities 2,079,179 24,633 4.70% 2,001,326 19,797 3.92%
------- ===== ------- =====
Non-interest bearing liabilities:
Non-interest bearing deposits 419,193 414,346
Other liabilities 61,914 30,507
Shareholders' equity 269,997 231,948
---------- ----------
Total $2,830,283 $2,678,127
========== ==========
Net interest income $32,142 $32,816
======= =======
Net interest margin 4.85% 5.23%
===== =====
<FN>
<F1>Fully tax-equivalent using tax rate of 35% in 1995 and 1994.
<F2>Includes non-accrual loans.
</FN>
</TABLE>
<PAGE> 8
MARK TWAIN BANCSHARES, INC.
SUMMARY OF ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
Twelve Months Ended Three Months Ended
December 31, December 31,
(in thousands of $) 1995 1994 1995 1994
------------------------ -------------------------
<S> <C> <C> <C> <C>
Allowance at beginning of period $28,894 $27,012 $30,048 $27,934
Charge-offs (4,342) (4,768) (1,385) (350)
Recoveries 953 1,124 186 283
------- ------- ------- -------
Net charge-offs (3,389) (3,644) (1,199) (67)
Additions to allowance charged to expense 5,003 5,526 1,659 1,027
------- ------- ------- -------
Allowance at end of period $30,508 $28,894 $30,508 $28,894
======= ======= ======= =======
Loans, net of unearned income at
end of period $1,971,939 $1,860,155
Average loan balance for the period $1,916,374 $1,748,639 $1,938,724 $1,798,582
Allowance as % of loans at
end of period 1.55% 1.55%
Allowance as % of non-performing loans 213.31% 342.79%
Net charge-offs as % of average loans
for the period .18% .21% .06% -
Annualized net charge-offs as % of
average loans for the period .25% .01%
</TABLE>
<PAGE> 9
MARK TWAIN BANCSHARES, INC.
NON-PERFORMING ASSETS
<TABLE>
<CAPTION>
December 31, September 30, June 30, March 31, December 31,
(in thousands of $) 1995 1995 1995 1995 1994
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Non-accrual loans $13,663 $ 8,629 $ 9,165 $ 9,509 $ 6,813
Restructured loans 109 109 484 484 484
Foreclosed real estate 6,099 10,726 9,520 10,478 10,523
------- ------- ------- ------- -------
Total non-performing assets $19,871 $19,464 $19,169 $20,471 $17,820
======= ======= ======= ======= =======
Percentage of non-performing
assets to loans plus foreclosed
real estate 1.00% 1.00% .99% 1.08% .95%
Loans contractually past due
ninety days or more $530 $539 $782 $543 $1,132
Percentage of non-performing
assets plus ninety days past due
to loans plus foreclosed real estate 1.03% 1.03% 1.03% 1.11% 1.01%
Percentage of allowance to
non-performing loans 213.31% 323.90% 287.23% 275.69% 342.79%
Percentage of allowance to total
non-performing assets 153.53% 154.38% 156.30% 141.89% 162.14%
Percentage of allowance to
risk elements* 149.54% 150.22% 150.17% 138.23% 152.46%
Percentage of risk elements*
to total average assets .74% .73% .73% .79% .72%
* Risk elements include total non-performing assets plus loans contractually past due ninety days or more.
</TABLE>
<PAGE> 10
MARK TWAIN BANCSHARES, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
Twelve Months Ended Three Months Ended
December 31, December 31,
(in thousands of $ except per share data) 1995 1994 1995 1994
------------------------ -------------------------
<S> <C> <C> <C> <C>
PRIMARY
Earnings:
Net income $47,713 $40,982 $12,497 $11,120
======= ======= ======= =======
Shares:
Weighted average number of common
shares outstanding 16,056,927 15,887,699 16,114,786 15,966,008
Weighted average number of common
share equivalents 231,912 215,410 295,030 188,024
---------- ---------- ---------- ----------
16,288,839 16,103,109 16,409,816 16,154,032
========== ========== ========== ==========
Primary earnings per common share $2.93 $2.54 $.76 $.69
===== ===== ==== ====
ASSUMING FULL DILUTION
Earnings:
Net income $47,713 $40,982 $12,497 $11,120
After tax interest applicable to
convertible notes 343 426 66 98
After tax amortization of capital
note fees 51 62 17 12
------- ------- ------- -------
Fully diluted net income $48,107 $41,470 $12,580 $11,230
======= ======= ======= =======
Shares:
Weighted average number of common
shares outstanding 16,056,927 15,887,699 16,114,786 15,966,008
Assuming conversion of convertible notes
and dilutive stock options 847,186 828,164 776,687 748,465
---------- ---------- ---------- ----------
16,904,113 16,715,863 16,891,473 16,714,473
========== ========== ========== ==========
Earnings per common share assuming full dilution $2.85 $2.48 $.74 $.67
===== ===== ==== ====
</TABLE>
