<PAGE>
U.S. Securities and Exchange Commission
Washington, D.C.
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period to
Commission file number 0-27474
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American Bancshares, Inc.
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(Exact name of small business issues as specified in its charter)
Florida 65-0624640
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(State or other jurisdiction (IRS Emloyer Id. No.)
incorporation or organization
4702 Cortez Road West, Bradenton, Florida 34210
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(941) 795-3050
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(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
13 or 15(d) of the Exchange Act during the past 12 months (or for 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 issuer's classes of common
equity, as of the last practicable date: 4040927 as of September 30, 1997
--------------------------------
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Part I FINANCIAL INFORMATION
Item 1
-Financial Statements 1-4
-Notes to Consolidated Condensed Financial Statements 5-7
Item 2
-Management's Discussion and Analysis
of Financial Condition and Results of
Operations 8-9
Part II OTHER INFORMATION
Item 1 Legal Proceedings 10
Item 2 Changes in Securities 10
Item 3 Defaults Upon Senior Securities
(Not applicable this report) n/a
Item 4 Submission of Matters to a Vote
of Security Holders 10
Item 5 Other Information 10-11
Item 6 Exhibits and Reports on Form 8-K 11
</TABLE>
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
American Bancshares, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
($ in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996 % $
Assets (unaudited) (audited) Change Change
--------- --------- ------ ---------
<S> <C> <C> <C> <C>
Cash and due from banks $ 9,176 $ 7,517 22.07 1,659
Federal funds sold 6,324 6,000 5.40 324
Interest bearing deposits in banks 1,586 7,528 (78.93) (5,942)
Mortgage loans held for sale 42,064 20,351 106.69 21,713
Investment securities, available for sale 35,789 21,026 70.21 14,763
Mortgage-backed securities, available for sale 4,684 5,085 (7.89) (401)
Loans (net of allowance for credit losses and
deferred loan fees of $733,256 as of
September 30, 1997 and $395,463 as of
December 31, 1996) 159,598 135,108 18.13 24,490
Premises and equipment, net 8,209 6,879 19.33 1,330
Other real estate owned, net 60 0 100.00 60
Goodwill 81 0 100.00 81
Other assets 2,621 2,471 6.07 150
--------- --------- ------ ---------
Total assets $ 270,192 $ 211,965 27.47 58,227
========= ========= ====== =========
Liabilities and shareholders' equity
Liabilities
Deposits $ 226,097 $ 177,203 27.59 48,894
Securities sold under agreements to repurchase 17,684 10,113 74.86 7,571
Federal funds purchased and FHLB borrowings 5,000 5,000 0.00 0
Other liabilities 1,009 835 20.84 174
--------- --------- ------ ---------
Total liabilities 249,790 193,151 29.32 56,639
Shareholders' equity
Common stock, $1.175 par value, 10,000,000 shares authorized,
4,040,927 shares issued and outstanding as of September 30, 1997
and 4,001,744 as of December 31, 1996 4,783 4,702 1.72 81
Additional paid in capital 12,033 11,736 2.53 297
Unrealized gain (loss) on securities available for sale, net 38 (80) (147.50) 118
Retained earnings 3,548 2,456 44.46 1,092
--------- --------- ------ ---------
Total stockholders' equity 20,402 18,814 8.44 1,588
--------- --------- ------ ---------
Total liabilities and shareholders' equity $ 270,192 $ 211,965 27.47 58,227
========= ========= ====== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 1
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American Bancshares, Inc. and Subsidiaries
Consolidated Condensed Statements of Income
(unaudited, $ in thousands)
<TABLE>
<CAPTION>
Three Months ended September 30, % $
1997 1996 Change Change
-------- -------- ------ ------
<S> <C> <C> <C> <C>
Interest income
Interest and fees on loans $ 4,354 $ 3,242 34.30 1,112
Interest on mortgage backed securities, taxable 74 151 (50.99) (77)
Interest on investment securities, taxable 561 368 52.45 193
Interest on investment securities, nontaxable 5 5 0.00 0
Other interest income 84 45 86.67 39
---------- ---------- --------- ----------
Total interest income 5,078 3,811 33.25 1,267
Interest expense
Deposits 2,469 1,898 30.08 571
Securities sold under agreements to repurchase 177 87 103.45 90
Federal funds purchased and FHLB advances 80 5 1,500.00 75
---------- ---------- --------- ----------
Total interest expense 2,726 1,990 36.98 736
Net interest income 2,352 1,821 29.16 531
Provision for loan losses 150 130 15.38 20
---------- ---------- --------- ----------
Net interest income after loan loss 2,202 1,691 30.22 511
Noninterest income
Service charges & fees 378 197 91.88 181
Gain on sale of mortgage loans 60 29 106.90 31
Gain on sale of securities 70 47 48.94 23
Gain on sale of servicing 75 23 226.09 52
Broker loan fees 108 12 800.00 96
Merchant fees 105 36 191.67 69
Other income 196 113 73.45 83
---------- ---------- --------- ----------
Total noninterest income 992 457 117.07 535
Noninterest expense
Salaries & employee benefits 1,115 812 37.32 303
Net occupancy expense 170 107 58.88 63
Furniture and equipment expenses 168 111 51.35 57
Data processing fees 104 118 (11.86) (14)
Other expense 910 613 48.45 297
---------- ---------- --------- ----------
Total noninterest expense 2,467 1,761 40.09 706
Income before income taxes 727 387 87.86 340
Provision for income taxes 292 129 126.36 163
---------- ---------- --------- ----------
Net income $ 435 $ 258 68.60 177
========== ========== ========= ==========
Earnings per share (actual $'s)
Primary $ 0.11 $ 0.07
Fully diluted 0.11 0.06
Average Number of shares outstanding
Primary 4,040,927 3,879,933
Fully diluted 4,070,927 4,084,388
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 2
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American Bancshares, Inc. and Subsidiaries
Consolidated Condensed Statements of Income
(unaudited, $ in thousands)
<TABLE>
<CAPTION>
Nine Month's Ended September 30, % $
1997 1996 Change Change
---------- ---------- ------- ----------
<S> <C> <C> <C> <C>
Interest income Interest and fees on loans $ 11,960 $ 8,960 33.48 3,000
Interest on mortgage backed securities, taxable 233 321 (27.41) (88)
Interest on investment securities, taxable 1,726 862 100.23 864
Interest on investment securities, nontaxable 14 14 0.00 0
Other interest income 240 177 35.59 63
---------- ---------- ------- ----------
Total interest income 14,173 10,334 37.15 3,839
Interest expense
Deposits 6,762 4,964 36.22 1,798
Securities sold under agreements to repurchase 438 255 71.76 183
Federal funds purchased and FHLB advances 269 44 511.36 225
---------- ---------- ------- ----------
Total interest expense 7,469 5,263 41.92 2,206
Net interest income 6,704 5,071 32.20 1,633
Provision for loan losses 615 207 197.10 408
---------- ---------- ------- ----------
Net interest income after loan loss 6,089 4,864 25.19 1,225
Noninterest income
Service charges & fees 925 517 78.92 408
Gain on sale of loans 90 164 (45.12) (74)
Gain on sale of securities 73 60 21.67 13
Gain on sale of servicing 346 38 810.53 308
Broker loan fees 242 31 680.65 211
Originated mortgage servicing rights 92 196 (53.06) (104)
Merchant fees 362 188 92.55 174
Other income 384 222 72.97 162
---------- ---------- ------- ----------
Total noninterest income 2,514 1,416 77.54 1,098
Noninterest expense
Salaries & employee benefits 3,180 2,538 25.30 642
Net occupancy expense 466 279 67.03 187
Furniture and equipment expenses 454 322 40.99 132
Data processing fees 286 416 (31.25) (130)
Other expense 2,513 1,693 48.43 820
---------- ---------- ------- ----------
Total noninterest expense 6,899 5,248 31.46 1,651
Income before income taxes 1,704 1,032 65.12 672
Provision for income taxes 659 382 72.51 277
---------- ---------- ------- ----------
Net income $ 1,045 $ 650 60.77 395
========== ========== ======= ==========
Earnings per share (actual $'s)
Primary $ 0.26 $ 0.18
Fully diluted 0.26 0.17
Average Number of shares outstanding
Primary 4,038,057 3,631,068
Fully diluted 4,061,938 3,854,981
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 3
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American Bancshares, Inc. and Subsidiaries
Consolidated Condensed Statement of Cashflows
(unaudited, $ in thousands)
<TABLE>
<CAPTION>
Nine Month's Ended September 30,
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,045 $ 650
-------- --------
Adjustments to reconcile net income to net cash provided by operating
activities:
Provision for loan losses 615 208
Net gain on sale of investment securities (73) (60)
Net gain on sale of loans (90) (165)
Net gain on sale of mortgage servicing rights (346) (25)
Net gain on originated mortgage servicing rights (92) (207)
Net gain on sale of assets 0 0
Deferred income taxes (65) 381
Depreciation 466 291
Net amortization of premiums and accretion of discounts on
investment securities 13 (101)
Increase in other liabilities 171 406
Increase in other assets 146 119
-------- --------
Total adjustments 745 847
-------- --------
Net cash provided by operating activities 1,790 1,497
-------- --------
Cash flows from investing activities:
Loan originations, net of repayments (70,485) (54,976)
Purchase of loans held for sale 0 0
Proceeds from sales of loans held for sale 23,823 22,576
Purchases of bank premises and equipment (1,796) (2,714)
Proceeds on sales of assets 0 0
Proceeds from maturities of held to maturity investment securities 0 0
Proceeds from sales and maturities of available for sale investment
securities 13,957 16,460
Purchases of held to maturity investment securities 0 0
Purchases of available for sale investment securities, net of repayments (28,141) (24,214)
-------- --------
Net cash used in investing activities (62,642) (42,868)
-------- --------
Cash flows from financing activities:
Net increase (decrease) in demand deposits, NOW and savings
accounts 27,393 20,384
Net increase in time deposits 21,504 18,286
Net increase (decrease) in securities sold under agreements to repurchase 7,571 (1,679)
Principal payments under capital lease obligations 0 0
Proceeds from advances from the FHLB and Federal Funds purchased 0 0
Proceeds from sale of stock 425 8,220
-------- --------
Net cash provided by financing activities 56,893 45,211
-------- --------
Net increase (decrease) in cash and cash equivalents (3,959) 4,042
Cash and cash equivalents at beginning of period 21,045 6,768
Cash and cash equivalents at end of period $ 17,086 $ 10,810
======== ========
Supplemental disclosures:
Interest paid $ 7,447 $ 5,280
======== ========
Income taxes paid $ 670 $ 417
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements
Page 4
<PAGE>
AMERICAN BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 1. Holding Company and Subsidiaries Background Information
American Bancshares, Inc. (Company), is a one bank holding
company, operated under the laws of the state of Florida. Its
wholly owned banking subsidiary is American Bank of Bradenton
(Bank), a state chartered bank. The Holding Company, a Florida
corporation organized June 30, 1995, is a registered holding
company under the Bank Holding Company Act of 1956, as
amended, and on December 1, 1995 became the bank holding
company for the Bank. The Bank was incorporated on December 6,
1988 and opened for business on May 8, 1989. The Bank is a
general commercial bank with all the rights, powers, and
privileges granted and conferred by the Florida Banking Code.
Although the Holding Company was not formed until June 30,
1995 and did not acquire the Bank until December 1, 1995, the
financial statements have been presented as if the Holding
Company had been in existence since the Bank was formed in
1988 and as if the Bank was its wholly owned subsidiary since
that time.
The Company organized "Freedom Finance Company" (Finance
Company), a Florida Corporation, as a non-banking subsidiary
on June 11,1997. The Finance Company was capitalized by the
Company on July 11,1997. The Finance Company is licensed under
the Florida Consumer Finance Act by the Florida Department of
Banking and Finance. The purpose of Freedom Finance Company is
to make "consumer finance loans." A "consumer finance loan"
means a loan of money, credit or goods in the amount of
$25,000 or less for which the Lender charges, contracts for,
collects, or receives interest at a rate greater than 18% per
annum.
On September 23,1997 the Company entered into a definitive
merger agreement. Pursuant to the merger agreement the Company
will acquire Murdock Florida Bank (Murdock) on a
stock-for-stock basis valued at $29.22 per share in a tax free
exchange. Murdock Florida Bank is a community bank serving
Murdock, Florida and the surrounding area of northern
Charlotte county and southern Sarasota county. The acquisition
is expected to close in the fourth quarter of 1997 or the
first quarter of 1998 and to be accounted for as a pooling of
interests. Based upon information provided by Murdock,
management believes the transaction will be accretive to 1998
earnings in excess of ten percent. The merger agreement has
been approved by the boards of directors of both American
Bancshares, Inc. and Murdock Florida Bank. The merger must
also be approved by Murdock shareholders and by Federal and
State bank regulatory authorities and is subject to various
customary closing conditions.
Note 2. Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements, in the opinion of management, include all
adjustments, consisting only of normal recurring adjustments
necessary for a fair presentation of the results for the
interim periods. Certain information and footnote disclosures
normally included in financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted pursuant to SEC rules and
regulations, although the Company believes that the
disclosures included herein are adequate to make the
information presented not misleading. The results of
operations for the three month period and the nine month
period ended September 30, 1997 are not necessarily indicative
of the results expected for the full year.
The organization and business of the Company, accounting
policies followed by the Company and other information are
contained in the Company's December 31, 1996 Form 10KSB. This
quarterly report should be read in conjunction with such
annual report.
Page 5
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AMERICAN BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 3. Investments
The Company's investment and mortgage-backed securities are
classified as available for sale and recorded at fair value as
required by the provisions of Statement of Financial
Accounting Standards number 115. Unrealized gains and losses
are reflected as a separate component of shareholders' equity
on the consolidated statement of
condition. At September 30, 1997, an unrealized gain,
net of tax, of $38,000 was reflected as an increase of
shareholders' equity.
Note 4. Earnings Per Share
Earnings per share have been computed by dividing net income
by the weighted average number of shares outstanding for the
respective period(s). The increase in the weighted average
number of shares is a result of the Company's public offering
in February 1996. Common stock equivalents in the form of
stock warrants and options have been included to reflect the
dilution effect of such warrants and options.
Note 5. Capital
In December 1995, the Company filed a registration statement
on Form SB-2 with the Securities and Exchange Commission to
register for sale 1,250,000 shares of the Company's common
stock (with an additional 187,500 shares subject to the
underwriters' over allotment option) at $6.00 per share
pursuant to a firm commitment underwritten public offering.
The SB-2 became effective February 6, 1996, with the sale of
1,250,000 shares of common stock consummated on February 13,
1996. On March 6, 1996, the underwriter elected to exercise
the over allotment, consummating the transaction on March 13,
1996. Of the net proceeds of approximately $7.5 million, $4.9
million has been contributed as capital to the Bank and
approximately $1,420,000 invested to date in land and building
in the construction of an administrative facility. The balance
will be used for general corporate purposes including the
construction of a new administrative facility, possible
acquisitions of other financial institutions, and working
capital.
Note 6. Impact of Recently Issued Accounting Standards
Comprehensive Income: In June, 1997 the Financial Accounting
Standards Board issued Statement of Financial Accounting
Standards (SFAS) No. 130, Reporting of Comprehensive Income,
which establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses,
gains and losses) in a full set of financial statements. This
statement also requires that all items that are required to be
recognized under accounting standards as components of
comprehensive income be reported in a financial statement that
is displayed with the same prominence as other financial
statements. This statement is effective for the fiscal years
beginning after December 15,1997. Earlier application is
permitted. Reclassification of financial statements for
earlier periods provided for comparative purposes is required.
Management does not believe that adoption of SFAS No. 130 will
have a material impact on the company's financial statements.
Disclosures About Segments of an Enterprise: In June, 1997 the
Financial Accounting Standards Board also issued (SFAS) No.
131, Disclosures about segments of an Enterprise and Related
Information, which establishes standards for the way the
public business enterprises report information about operating
segments in annual financial statements and requires that
those enterprises report selected information about
Page 6
<PAGE>
AMERICAN BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 6. Impact of Recently Issued Accounting Standards (continued)
operating segments in interim financial reports issued to
shareholders. This statement also establishes standards for
related disclosures about products and services, geographic
areas, and major customers. This statement requires the
reporting of financial and descriptive information about an
enterprise's reportable operating segments. This statement is
effective for financial statements for periods beginning after
December 15,1997. In the initial year of application,
comparative information for earlier years is to be restated.
The Company has not yet determined the impact adoption of SFAS
No. 131 will have on its financial statements.
Page 7
<PAGE>
PART 1
ITEM 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
Total assets of the Company increased by 27.5% to $270,192,000 as of September
30, 1997, from $211,965,000 as of December 31, 1996 and 34% from $201,124,000 as
of September 30,1996. The increase in assets from December 31, 1996, was
primarily the result of increases in interest earning assets with net loans
increasing by $46,202,000 to $201,662,000 and investment securities increasing
by $14,362,000. Federal funds sold increased by $324,000 to $6,324,000 as of
September 30, 1997. The increases in assets were funded through increases in
deposits at existing locations and the addition of a new branch location which
opened 6/16/97.
As a result of the public offering and subsequent $4,900,000 investment in the
Bank by the Company, the Bank's Tier 1 leverage ratio was 6.74%, Tier 1 to risk
weighted assets was 9.35% and total risk based capital was 10.05% as of
September 30, 1997, resulting in a classification of "Well Capitalized" under
FDIC guidelines. The Bank, through its Asset/Liability Committee, monitors,
among other things, the Bank's capital and liquidity position, making
adjustments to deposit, loan, and investment strategies as necessary. The Bank
continues to maintain adequate liquidity levels with a liquidity ratio at
September 30, 1997 of 37.14%. In addition, the Bank is a member of the Federal
Home Loan Bank of Atlanta (FHLB). FHLB has approved an advance totaling
$25,000,000 collateralized by qualifying mortgages and all of the Bank's FHLB
stock. As of September 30, 1997, an advance in the amount of $5,000,000 was
outstanding. The Bank also maintains Federal Funds Purchased agreements with
several correspondent banks to provide sources of overnight funds. As of
September 30, 1997, the Bank had no federal funds purchased.
The Company is currently negotiating with Barnett Bank, N.A. South Florida for a
$5,000,000 Commercial Revolving Line of Credit (Credit Line). Proceeds from the
Credit Line will be used for acquisition of real estate to be used for the
development of its corporate headquarters, an operations center, and bank
branches, which uses shall only be for legal and proper corporate purposes (duly
authorized by the Company's Board of Directors) which are consistent with all
applicable laws and statutes. The Credit Line will be secured by 100% of the
shares of American Bank of Bradenton. Settlement on the Credit Line is expected
to occur in the fourth quarter of 1997.
Results of Operations
The Company's net income for the quarter ended September 30, 1997 was $435,000
or $.11 per share, compared to net income of $258,000 or $.07 per share for the
same period for 1996. Net interest income increased $531,000 to $2,352,000 for
the quarter ended September 30, 1997 as a result of the increase in interest
earning assets.
Non-interest income increased from $457,000 for the quarter ended September 30,
1996 to $992,000 for the same period in 1997. The increase in non-interest
income is primarily attributable to increases in deposit service charges and
fees of $181,000 resulting from a larger deposit base and management's increased
diligence in collecting NSF fees (which increased from $141,000 for the quarter
ended September 30,1996 to $278,000 for the quarter ended September 30,1997);
broker loan fees of $96,000, due to the acquisition of DesChamps and Gregory, a
local mortgage brokerage firm, in January 1997 and an increase in credit card
merchant fee income of $69,000.
Total noninterest expense for the quarter ended September 30, 1997, increased
$706,000 over the same period of 1996. This increase resulted primarily from
increases in other operating expenses related to the growth in the Company's
assets and number of Bank branches. Specifically, occupancy expense, furniture
and equipment expenses and professional services accounted for a substantial
portion of the increase for the quarter ended September 30, 1997. In addition,
salary and benefit costs increased $303,000 as a result of increased staff in
lending, operations, and accounting which were added to support the significant
growth experienced during 1996 and 1997. Also, in January, 1997, the Company
acquired Deschamps & Gregory, a local mortgage brokerage firm and hired staff
Page 8
<PAGE>
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations (continued)
for the new Palmetto branch office, in March 1997, that opened June 16, 1997.
Full time equivalent employees increased from 120 at September 30, 1996 to 144
as of September 30, 1997.
For the nine months ended September 30, 1997, net income was $1,045,000 or $.26
per share, compared to net income of $650,000 or $.18 per share for the same
period for 1996. Earnings per share were affected by the additional shares
outstanding as a result of the public offering which was completed in the first
quarter of 1996. Interest income increased $1,633,000 to $6,704,000 compared to
$5,071,000 for the same period in 1996 as a result of the 34% asset growth. The
provision for loan loss expense increased from $207,000 for the nine month
period ended September 30, 1996 to $615,000 for the same period in 1997.
Management uses a procedure on a monthly basis for evaluating the adequacy of
the allowance for loan loss. Based on that review management considers the
allowance sufficient to cover expected loan losses.
Noninterest income increased to $2.5 million for the nine months ended September
30,1997 from $1.4 million for the same period for 1996. Significant items
include increases in service charges and fees from $517,000 to $925,000
($331,000 of the increase is attributable to NSF fees), gain on sale of
servicing from $38,000 to $346,000 primarily as a result of the sale of the FNMA
servicing portfolio outstanding at May 30,1997 and broker loan fees from $31,000
to $242,000 due to the acquisition of DesChamps and Gregory, a local mortgage
brokerage firm, in January 1997.
Noninterest expenses increased to $6.9 million for the nine months ended
September 30,1997 from $5.2 million for the same period for 1996. Salaries and
employee benefits increased $642,000 to $3.2 million from $2.5 million due to
increased staff size. Other significant expense increases were incidental to the
growth of the Bank.
Page 9
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On January 15, 1997, Theresa Moss, a former employee of the Bank, filed
a claim with the Equal Employment Opportunity Commission ( EEOC ) alleging that
such employee was demoted by the Bank in retaliation for complaining against a
co-employee for offensive comments which caused a hostile work environment
leading to her resignation from the Bank. It is alleged that this conduct
violated her rights under Title VII of the Civil Rights Act of 1964. The EEOC
claim does not request any specific relief or remedies sought in connection
therewith. The company believes that the Bank acted appropriately and that this
action is without merit and it intends to defend this action vigorously.
On March 27,1997, James J. Bazata, a former employee of the Bank, filed
an claim in the United States District Court, Tampa Division, alleging that such
employee was discriminated against. It is alleged that this conduct violated his
rights under the Americans with Disabilities Act of 1990. The company believes
that the Bank acted appropriately and that this action is without merit and
intends to defend this action vigorously.
Item 2. Changes in Securities
Not applicable this filing.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable this filing.
Item 5. Other Information
1. On April 30,1997 John Weichel resigned from the Board of Directors
of the Company.
2. The Company organized "Freedon Finance Company" as a non-banking
subsidiary on June 11,1997. To date Freedom Finance Company has not commenced
operations. A Balance Sheet delineating the disposition of the Company's initial
investment is presented below.
Freedom Finance Company
Balance Sheet
As of July 11,1997
(Unaudited, actual $)
Assets
Cash and due from banks $ 100
-----
Total Assets 100
=====
Liabilities and shareholders' equity
Liabilities 0
-----
Shareholders' equity
Common stock, $0.01 par value, 10,000 shares authorized,
100 shares issued and outstanding as of July 11,1997 1
Additional paid in capital 99
-----
Total shareholders' equity 100
Total liabilities and shareholders' equity $ 100
=====
Page 10
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PART II - OTHER INFORMATION
Item 5. Other Information (continued)
3. On September 24,1997 the Company announced the signing of a
definitive merger agreement under which the Company will acquire Murdock Florida
Bank (Murdock) on a stock-for-stock basis valued at $29.22 per share in a tax
free exchange. Murdock Florida Bank is a community bank serving Murdock, Florida
and the surrounding area of northern Charlotte county and southern Sarasota
county.
The purchase price is approximately 2.25 Murdock's book value and 18.8
times Murdock's June 30, 1997 earnings. The acquisition is expected to close in
the fourth quarter of 1997 and to be accounted for as a pooling of interests.
Based upon information provided by Murdock, American Bancshares management
believes that the transaction will be accretive to 1998 earnings in excess of
ten percent.
The exchange ratio of 2.40 shares of American Bancshares stock for each
share of Murdock was fixed at the signing of the definitive merger agreement.
The exchange ratio will be adjusted if the twenty day average of the daily
closing price of the Company's common stock is below $11.00 per share at closing
so that the aggregate transaction value equals $11,250,000. In addition Murdock
can terminate the transaction if the twenty day average falls below $10.00 per
share at closing.
The merger agreement has been approved by the boards of directors of
both American Bancshares, Inc. and Murdock Florida Bank. The merger must also be
approved by Murdock shareholders and by Federal and State bank regulatory
authorities and is subject to various customary closing conditions.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
2.1 --Agreement and Plan of Merger dated September 23,1997 by and
among American Bancshares, Inc., American Bank of Bradenton, a wholly
owned subsidiary of the Company, and Murdock Florida Bank, incorporated
herein by reference to Exhibit 2.1 to the Company's Form 8K filing
dated October 9, 1997 previously filed with the Commission.
2.2 -- First Amendment to Agreement and Plan of Merger dated October
8,1997 by and among American Bancshares, Inc., American Bank of
Bradenton, a wholly owned subsidiary of the Company, and Murdock
Florida Bank, incorporated herein by reference to Exhibit 2.2 to the
Company's Form 8K filing dated October 9, 1997 previously filed with
the Commission.
10 --See Exhibits 2.1 and 2.2 for provisions of the Agreement and Plan
of Merger and First Ammendment to the Agreement and Plan of Merger.
27 --Financial Data Schedule (for SEC use only)
Report on Form 8-K
--A report on Form 8k was filed on October 9,1997, regarding
the Company's Agreement and Plan of Merger as ammended with Murdock
Florida Bank and American Bank of Bradenton, a wholly owned subsidiary
of the Company, pursuant to which, among other things, Murdock Florida
Bank will merge into American Bank of Bradenton.
Page 11
<PAGE>
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.
/s/ Gerald L. Anthony
--------------------------------
Gerald L. Anthony, President and
Chief Executive Officer
Date: October 24, 1997
/s/ Brian M. Watterson
--------------------------------
Brian M. Watterson
Senior Vice President and
Chief Financial Officer
Date: October 24, 1997
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA FROM THE COMPANY'S
GENERAL LEDGER AND BOARD OF DIRECTORS FINANCIAL REPORT PACKAGE AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-START> Jun-30-1997
<PERIOD-END> Sep-30-1997
<CASH> 9,176
<INT-BEARING-DEPOSITS> 1,586
<FED-FUNDS-SOLD> 6,324
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 40,473
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 202,978
<ALLOWANCE> (1,316)
<TOTAL-ASSETS> 270,192
<DEPOSITS> 226,097
<SHORT-TERM> 0
<LIABILITIES-OTHER> 18,693
<LONG-TERM> 5,000
0
0
<COMMON> 4,783
<OTHER-SE> 15,619
<TOTAL-LIABILITIES-AND-EQUITY> 270,192
<INTEREST-LOAN> 11,960
<INTEREST-INVEST> 1,973
<INTEREST-OTHER> 240
<INTEREST-TOTAL> 14,173
<INTEREST-DEPOSIT> 6,762
<INTEREST-EXPENSE> 7,469
<INTEREST-INCOME-NET> 6,704
<LOAN-LOSSES> 615
<SECURITIES-GAINS> 73
<EXPENSE-OTHER> 6,899
<INCOME-PRETAX> 1,704
<INCOME-PRE-EXTRAORDINARY> 1,045
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,045
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26
<YIELD-ACTUAL> 8.45
<LOANS-NON> 508
<LOANS-PAST> 0
<LOANS-TROUBLED> 22
<LOANS-PROBLEM> 1,347
<ALLOWANCE-OPEN> 1,000
<CHARGE-OFFS> 357
<RECOVERIES> 58
<ALLOWANCE-CLOSE> 1,316
<ALLOWANCE-DOMESTIC> 1,316
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
