SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission File No. 0-27606
WHG Bancshares Corporation
--------------------------
(Exact name of small business issuer as specified in its charter)
Maryland 52-1953867
-------- ----------
(State of incorporation (I.R.S. employer
or organization) identification no.)
1505 York Road, Lutherville, Maryland 21093
- ------------------------------------- -----
(Address of principal executive offices) (zip code)
(410) 583-8700
--------------
Issuer's telephone number, including area code
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 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
--- ---
Number of shares of Common Stock outstanding as of February 1, 2000: 1,285,609
Transitional Small Business Disclosure Format (check one)
YES NO X
--- ---
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARY
Contents
<TABLE>
<CAPTION>
Pages
-----
<S> <C> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated statements of financial condition at December 31, 1999
(unaudited) and September 30, 1999............................................3
Consolidated statements of operations (unaudited) for the three months
Ended December 31, 1999 and December 31, 1998.................................4
Consolidated statements of comprehensive income (unaudited)...................5
Consolidated statements of cash flows (unaudited) for the three months
Ended December 31, 1999 and December 31, 1998...............................6-7
Notes to financial statements...............................................8-9
Item 2. Management's Discussion and Analysis..................................10-13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings........................................................14
Item 2. Changes in Securities....................................................14
Item 3. Defaults upon Senior Securities..........................................14
Item 4. Submission of Matters to a Vote of Security-Holders......................14
Item 5. Other Information........................................................14
Item 6. Exhibits and Reports on Form 8-K.........................................14
Signatures..............................................................................15
</TABLE>
-2-
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARIES
-------------------------------------------
Lutherville, Maryland
---------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
<TABLE>
<CAPTION>
December 31, September 30,
------------ -------------
1999 1999
---- ----
(Unaudited)
<S> <C> <C>
Assets
Cash $ 2,882,876 $ 1,312,324
Interest bearing deposits in other banks 777,017 3,689,305
Federal funds sold 1,234,000 2,290,000
Investments available for sale 19,015,756 19,700,713
Other investments held to maturity 15,650,000 15,650,000
Mortgage backed securities 17,642,028 17,983,370
Loans receivable - net 92,953,237 89,931,326
Foreclosed real estate - 13,103
Accrued interest receivable - loans 355,054 389,587
- investments 566,017 647,790
- mortgage backed securities 95,042 96,914
Premises and equipment - net 859,911 838,527
Federal Home Loan Bank of Atlanta stock, at cost 1,050,000 1,200,000
Deferred income taxes 1,116,932 852,384
Prepaid and refundable income taxes 84,718 68,590
Other assets 249,760 258,632
------------ ------------
Total assets $154,532,348 $154,922,565
============ ============
Liabilities and Stockholders' Equity
Liabilities
Deposits $118,452,759 $115,302,487
Borrowings 21,000,000 24,000,000
Advance payments by borrowers for taxes and insurance 96,602 315,463
Income taxes payable 32,913 49,289
Other liabilities 266,576 338,661
------------ ------------
Total liabilities 139,848,850 140,005,900
Commitments and contingencies
Stockholders' Equity
Common stock .10 par value; authorized 1,620,062
shares; issued and outstanding 1,285,609 shares at
December 31, 1999 and September 30,1999 128,561 128,561
Additional paid-in capital 6,600,955 6,561,355
Retained earnings (substantially restricted) 10,047,365 9,932,078
Accumulated other comprehensive loss (1,393,959) (973,504)
Employee Stock Ownership Plan (699,424) (731,825)
------------ ------------
Total stockholders' equity 14,683,498 14,916,665
------------ ------------
Total liabilities and stockholders' equity $154,532,348 $154,922,565
============ ============
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
3
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARIES
-------------------------------------------
Lutherville, Maryland
---------------------
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
-------------------------------------------------
For Three Months Ended
December 31,
----------------------
1999 1998
---- ----
Interest and fees on loans $1,772,280 $1,475,263
Interest and dividends on investment
securities 638,294 529,265
Interest on mortgage backed securities 286,414 172,751
Other interest income 78,581 178,266
---------- ----------
Total interest income 2,775,569 2,355,545
Interest on deposits 1,430,789 1,163,392
Interest on short-term borrowings 24,704 128,584
Interest on long-term borrowings 269,790 163,577
---------- ----------
Total interest expense 1,725,283 1,455,553
---------- ----------
Net interest income 1,050,286 899,992
Provision for loan losses 30,000 15,000
---------- ----------
Net interest income after provision for
loan losses 1,020,286 884,992
Non-Interest Income
Fees and charges on loans 9,419 10,200
Fees on transaction accounts 13,510 13,635
Other commissions and fees -- 65,335
Other income 12,645 9,063
---------- ----------
Total non-interest income 35,574 98,233
Non-Interest Expenses
Salaries and related expenses 420,960 464,912
Occupancy 34,501 34,983
FDIC deposit insurance premium 16,732 13,214
Depreciation of equipment 23,000 21,214
Advertising 21,600 14,320
Data processing costs 26,268 23,293
Professional services 54,427 51,802
Loss on sale of foreclosed real estate 786 --
Other expenses 95,091 96,901
---------- ----------
Total non-interest expenses 693,365 720,639
---------- ----------
Income before tax provision 362,495 262,586
Provision for income taxes 139,995 101,452
---------- ----------
Net income $ 222,500 $ 161,134
========== ==========
Basic earnings per share $ .19 $ .13
========== ==========
Diluted earnings per share $ .19 $ .13
========== ==========
The accompanying notes to consolidated financial statements
are an integral part of these statements.
4
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARIES
-------------------------------------------
Lutherville, Maryland
---------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
-----------------------------------------------------------
<TABLE>
<CAPTION>
For Three Months Ended
December 31,
----------------------
1999 1998
---- ----
<S> <C> <C>
Net income $ 222,500 $ 161,134
Unrealized losses on available for sale securities, net of
tax of $264,548 and $97,810, for the three month periods
ended December 31, 1999 and 1998, respectively (420,455) (155,453)
--------- ---------
Comprehensive income (loss) $(197,955) $ 5,681
========= =========
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
5
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARIES
-------------------------------------------
Lutherville, Maryland
---------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
-------------------------------------------------
<TABLE>
<CAPTION>
For Three Months Ended
December 31,
----------------------
1999 1998
---- ----
<S> <C> <C>
Operating Activities
- --------------------
Net income before other comprehensive income $ 222,500 $ 161,134
Loss on sale of foreclosed real estate 786 --
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities
-------------------------------------
Net accretion/amortization of premiums and discounts
on mortgage backed securities 558 2,371
Amortization of discount on investments available for sale (46) (12)
Amortization of deferred loan fees (26,236) (56,401)
Loan fees deferred 29,057 39,735
Decrease in discount on loans purchased (106,728) (4,771)
Provision for loan losses 30,000 15,000
Non-cash compensation under stock-based
benefit plans 72,001 88,968
Proceeds from sale of foreclosed real estate 12,317 --
Decrease in accrued interest receivable 118,178 88,342
Provision for depreciation 31,300 21,214
Decrease in deferred income taxes -- 2,694
Increase in prepaid income taxes (16,128) (61,771)
Decrease in other assets 8,872 131,144
Decrease in accrued interest payable (173) (100)
Decrease in income taxes payable (16,376) (16,780)
Decrease in other liabilities (72,085) (62,622)
------------ ------------
Net cash provided by operating activities 287,797 348,145
Cash Flows from Investment Activities
- -------------------------------------
Purchases of interest bearing deposits -- (95,000)
Proceeds from maturities of investments available for sale -- 3,250,000
Purchase of investments available for sale -- (5,513,898)
Purchase of other investments -- (4,250,000)
Proceeds from maturing other investments -- 4,000,000
Purchase of mortgage backed securities -- (8,479,853)
Principal collected on mortgage backed securities 340,784 442,481
Net decrease in shorter term loans 40,502 124,521
Longer term loans originated or acquired (5,686,353) (3,984,350)
Principal collected on longer term loans 2,697,847 1,381,759
Redemption of Federal Home Loan Bank of Atlanta stock 150,000 --
Investment in premises and equipment (52,684) (4,211)
Decrease on investments in and loans to
joint ventures -- 50,000
------------ ------------
Net cash used by investment activities (2,509,904) (13,078,551)
</TABLE>
6
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARIES
-------------------------------------------
Lutherville, Maryland
---------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
-------------------------------------------------
<TABLE>
<CAPTION>
For Three Months Ended
December 31,
----------------------
1999 1998
---- ----
<S> <C> <C>
Cash Flows from Financing Activities
- ------------------------------------
Net (decrease) increase in demand deposits, money
market, passbook accounts and advances by
borrowers for taxes and insurance $ (327,376) $ 1,146,596
Net increase in certificates of deposit 3,258,960 4,695,479
Increase in checks outstanding in excess of
bank balances -- 185,348
Decrease in borrowings (3,000,000) --
Stock repurchase -- (113,654)
Dividends on stock (107,213) (114,061)
------------ ------------
Net cash provided (used) by financing activities (175,629) 5,799,708
------------ ------------
Decrease in cash and cash equivalents (2,397,736) (6,930,698)
Cash and cash equivalents at beginning of period 7,196,629 14,422,780
------------ ------------
Cash and cash equivalents at end of period $ 4,798,893 $ 7,492,082
============ ============
The following is a Summary of Cash and Cash Equivalents:
- --------------------------------------------------------
Cash $ 2,882,876 $ 11,085
Interest bearing deposits in other banks 777,017 2,653,997
Federal funds sold 1,234,000 4,922,000
------------ ------------
Balance of cash items reflected on
Statement of Financial condition 4,893,893 7,587,082
Less - certificates of deposit with original
maturities of more than three months
that are included in interest
bearing deposits in other banks 95,000 95,000
------------ ------------
Cash and cash equivalents reflected on the
Statement of Cash Flows $ 4,798,893 $ 7,492,082
============ ============
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ 1,741,798 $ 1,452,933
============ ============
Taxes $ 172,500 $ 181,800
============ ============
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
7
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARIES
-------------------------------------------
Lutherville, Maryland
---------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
Note 1 - Basis of Presentation
---------------------
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information and in accordance with the
instructions to Form 10-QSB. Accordingly, they do not include all of
the disclosures required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments necessary for a fair presentation of the results of
operations for the interim periods presented have been made. Such
adjustments were of a normal recurring nature. The results of
operations for the three months ended December 31, 1999 are not
necessarily indicative of the results that may be expected for the
fiscal year September 30, 2000 or any other interim period. The
consolidated financial statements should be read in conjunction with
the consolidated financial statements and related notes which are
incorporated by reference in the Company's Annual Report on Form
10-KSB for the year ended September 30, 1999.
Note 2 - Cash Flow Presentation
----------------------
For purposes of the statements of cash flows, cash and
cash equivalents include cash and amounts due from depository
institutions, investments in federal funds, and certificates of
deposit with maturities of 90 days or less.
Note 3 - Investment Available for Sale
-----------------------------
The amortized cost and fair values of investments available
for sale at are as follows:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
December 31, 1999
- -----------------
Equity investments $ 544,324 $ -- $ 207,886 $ 336,438
Federal Home Loan
Bank Bonds 17,493,399 -- 1,740,168 15,753,231
Federal Home Loan
Mortgage Corporation
Bonds 3,249,064 -- 322,977 2,926,087
----------- --------- ----------- -----------
$21,286,787 $ -- $ 2,271,031 $19,015,756
=========== ========= =========== ===========
8
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARIES
- -------------------------------------------
Lutherville, Maryland
- ---------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- ------------------------------------------------------
Note 3 - Investment Available for Sale - Continued
-----------------------------
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
September 30, 1999
- ------------------
Equity investments $ 544,324 $ -- $ 192,136 $ 352,188
Federal Home Loan
Bank Bonds 17,493,370 -- 1,171,721 16,321,649
Federal Home Loan
Mortgage Corporation
Bonds 3,249,047 -- 222,171 3,026,876
----------- ---------- ----------- -----------
$21,286,741 $ -- $ 1,586,028 $19,700,713
=========== ========== =========== ===========
</TABLE>
Note 4 - Earnings Per Share
------------------
Basic EPS is computed by dividing net income by the weighted
average number of common shares outstanding for the appropriate
period. Unearned ESOP shares are not included in outstanding shares.
Diluted EPS is computed by dividing net income by the weighted average
shares outstanding as adjusted for the dilutive effect of stock
options and unvested stock awards based on the "treasury stock"
method. Information relating to the calculations of net income per
share of common stock is summarized for the quarters ended December
31, as follows:
1999 1998
---- ----
Net income before other comprehensive income $ 222,500 $ 161,134
========= =========
Weighted Average Shares
Outstanding basic EPS 1,161,507 1,246,050
Dilutive Items
Stock options - -
Unvested stock awards - 42,658
--------- ---------
Adjusted weighted average shares
used for dilutive EPS 1,161,507 1,288,708
========= =========
9
<PAGE>
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 contains safe
harbor provisions regarding forward-looking statements. When used in this
discussion, the words "believes", "anticipates", "contemplates", "expects", and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those projected. Those risks and
uncertainties include changes in interest rates, the ability to control costs
and expenses, year 2000 issues and general economic conditions. WHG Bancshares
Corporation undertakes no obligation to publicly release the results of any
revisions to those forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Since we conduct no significant business other than owning all of the
common stock of Heritage Savings Bank, F.S.B. ("Heritage Savings"), references
in this discussion to "we," "us," and "our," refer collectively to WHG
Bancshares Corporation and Heritage Savings.
Overview
For the three months ended December 31, 1999, our earnings increased
$62,000 to $223,000, or $.19 diluted earnings per share, from $161,000, or $.13
diluted earnings per share, for the comparative 1998 period. Our earnings
increased primarily due to an increase in core earnings offset by a decline in
non-interest income.
Financial Condition
Our total consolidated assets at December 31, 1999 of $154,532,000
remained relatively unchanged from September 30, 1999. At December 31, 1999, we
used approximately $ 2,912,000 of our interest-bearing deposits in other banks
and $1,056,000 of federal funds sold primarily to fund net loan originations of
$3,022,000 and to increase cash to meet potential Year 2000 liquidity
requirements. Subsequent to December 31, 1999, the funds used for year 2000 were
reinvested into federal funds sold.
10
<PAGE>
During the quarter ended December 31, 1999, we used funds received from
the increase in certificates of deposits to decrease $3,000,000 of borrowings
(short term FHLB advances). During fiscal 1999, such borrowings were used to
fund the acquisition of assets of Bankers Affiliate, Inc.
At December 31, 1999, our net worth decreased by $234,000 to
$14,683,000 from $14,917,000 at September 30, 1999. The decrease primarily
reflects the $420,000 increase in accumulated other comprehensive loss offset by
net income of $223,000. The increase in accumulated other comprehensive loss
resulted from the fluctuation in market value of our investment in available for
sale securities. Because of interest rate volatility, accumulated other
comprehensive loss and stockholders' equity could materially fluctuate for each
interim period and year-end period. The decrease in market value of the
investment securities available for sale is considered temporary in nature and
will not affect our net income until the securities are sold. We plan to hold
these securities until maturity or until the market values of these securities
increase. Accordingly, we do not expect, though there is no assurance, that our
investment in these securities will affect net income in future periods. See
Note 3 to the consolidated financial statements.
Results of Operations
Net Interest Income
Net interest income increased $150,000 to $1,050,000 for the three
months ended December 31, 1999 from $900,000 for the comparable 1998 period. The
interest rate spread, which is the difference between the yield on average
interest-earning assets and the percentage cost of average interest-bearing
liabilities, increased for the three months ended December 31, 1999 to 2.47%
from 2.22% for the comparable 1998 period. The increase in interest rate spread
is primarily the result of an increase in the average yield on investment
securities and mortgage-backed securities.
Interest Income
Interest and fees on loans increased $297,000 to $1,772,000 for the
three months ended December 31, 1999 from $1,475,000 for the comparable 1998
period. The increase was the result of an increase in the average dollar amount
of loans outstanding at December 31, 1999 of $15,621,000. Such increase in
average loans at December 31, 1999 reflects the purchase of loans from Banker's
Affiliate in April 1999 combined with new loan originations. For the three
months ended December 31, 1999, the average yield on average loans remained
relatively unchanged from the comparable 1998 period.
Interest and dividend income on investment securities increased
$109,000 to $638,000 for the three months ended December 31, 1999 from $529,000
for the comparable 1998 period. The increase was the result of an increase in
the average dollar amount of investment securities outstanding at December 31,
1999 of $3,890,000, coupled with an increase in the average yield of 52 basis
points to 7.08% for the three months ended December 31, 1999 from 6.56% for the
comparable 1998 period.
11
<PAGE>
Interest income on mortgage backed securities increased $113,000 to
$286,000 for the three months ended December 31, 1999 from $173,000 for the
comparable 1998 period. The increase was the result of an increase in the
average dollar amount of mortgage backed securities outstanding at December 31,
1999 of $5,422,000, coupled with an increase in the average yield of 84 basis
points to 6.45% for the three months ended 1999 from 5.61% for the comparable
1998 period.
Other interest income decreased $99,000 to $79,000 for the three months
ended December 31, 1999 from $178,000 for the comparable 1998 period. The
decrease was the result of a decrease in the average dollar amount of other
interest earning assets of $6,510,000 at December 31, 1999. Other average
interest bearing assets decreased due to the use of interest bearing deposits in
other banks to fund loan originations and the use of federal funds sold to fund
our cash reserve for year 2000 liquidity. Additionally, at December 31, 1998,
other average interest bearing assets included a loan payable to Banker's
Affiliate of $2,500,000, which was repaid in April 1999.
Interest Expense
Total interest expense increased $269,000 to $1,725,000 for the three
months ended December 31, 1999 from $1,456,000 for the comparable 1998 period.
The increase resulted from the rise in the average dollar amount of certificate
of deposits of $20,739,000 at December 31, 1999 . The increase was slightly
offset by an annualized decrease of 20 basis points paid on certificates of
deposits as older, higher-yielding deposits were replaced.
Provision for Loan Losses
The provision for loan losses for the three months ended December 31,
1999 increased $15,000 to $30,000 from $15,000 for the comparable 1998 period.
The increase was primarily due to the overall increase in the loan portfolio and
the mix of the loan portfolio. We continually evaluate the adequacy of the
allowance for loan losses, which encompasses the overall risk characteristics of
the various portfolio segments, past experience with losses, the impact of
economic conditions on borrowers and other relevant conditions. Management
continues to offer a wider variety of loan products coupled with the continued
success of changing the mix of the products offered in the loan portfolio - from
lower yielding loans (i.e., one-to four family loans) to higher yielding loans
(i.e., multi-family, non-residential commercial, construction, and consumer
loans). Based upon the additions to the allowance for loan losses, management
believes the allowance for loan losses is adequate. However, there can be no
assurance that the allowance for loan losses will be adequate to cover
significant losses, if any, that we might incur in the future due to the higher
degree of risk which might result from the change in the mix of the loan
portfolio.
12
<PAGE>
Non-Interest Income and Non-interest Expense
Non-interest income decreased $62,000 to $36,000 for the three months
ended December 31, 1999 from $98,000 for the comparable 1998 period. Total
non-interest expenses decreased $28,000 to $693,000 for the three months ended
December 31, 1999 from $721,000 for the comparable 1998 period. Such decrease
was primarily the result of a decrease in other commissions and fees and
salaries and related benefits due to the closing of operations of our
subsidiary, Mapleleaf Mortgage Corporation, in March 1999.
Provision for Income Taxes
The provision for income taxes increased $39,000 for the quarter ended
December 31, 1999, as compared to the same quarter in 1998. The increases were
the result of an increase in net income. The effective tax rate for both periods
was 38.6%.
Year 2000
Like many financial institutions, we rely on computers to conduct our
business and information systems processing. Industry experts were concerned
that on January 1, 2000, some computers might not be able to interpret the new
year properly, causing computer malfunctions. Some banking industry experts
remain concerned that some computers may not be able to interpret additional
dates in the year 2000 properly. We have operated and evaluated our computer
operating systems following January 1, 2000 and have not identified any errors
or experienced any computer system malfunctions. We will continue to monitor our
information systems to assess whether our systems are at risk of misinterpreting
any future dates and will develop, if needed, appropriate contingency plans to
prevent any potential system malfunction or correct any system failures. We have
not been informed of any such problem experienced by our vendors or our
customers.
However, it is too soon to conclude that there will not be any problems
arising from the Year 2000 problem. We will continue to monitor our significant
vendors of goods and services and customers with respect to any Year 2000
problems they may encounter, as those issues may effect our ability to continue
operations, or might adversely affect our financial position, results of
operations and cash flows. At this time, we do not believe that these potential
problems will materially impact the ability to continue our operations or effect
our financial statements. However, no assurance can be given that this will be
the case.
13
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The registrant is not engaged in any legal proceedings at the
present time. From time to time, the Bank is a party to legal
proceedings within the normal course of business wherein it
enforces its security interest in loans made by it, and other
matters of a like kind.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) List of Exhibits:
3(i) Articles of Incorporation of WHG Bancshares
Corporation*
3(ii) Amended Bylaws of WHG Bancshares Corporation****
10.1 Amendment to Employment Agreement with
Peggy J. Stewart**
10.2 Restated Severance Agreement with
Robin L. Taylor**
10.3 Restated Severance Agreement with
Diana Rohrback**
10.4 Amendment to the 1996 Stock Option Plan***
10.5 Amendment to Management Stock Bonus Plan and
Trust Agreement***
10.6 Form of Directors Change In Control Severance
Plan****
27 Financial Data Schedule (electronic filing only)
_____________________
* Incorporated by reference to the registration statement on Form S-1
(File No. 33-80487) declared effective by the SEC on February 7, 1996.
** Incorporated by reference to the June 30, 1998 Form 10-QSB filed.
*** Incorporated by reference to the proxy statement for the annual
meeting of stockholders filed with the SEC on or about December 19,
1997.
**** Incorporated by reference to the Form 10-KSB for the year ended
September 30, 1999.
(b) Not applicable
14
<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.
WHG Bancshares Corporation
Date: February 10, 2000 By: /s/Peggy J. Stewart
--------------------------------------
Peggy J. Stewart
President and Chief Executive Officer
(duly authorized officer)
Date: February 10, 2000 By: /s/Robin L. Taylor
--------------------------------------
Robin L. Taylor
Controller (chief accounting officer)
15
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ANNUAL REPORT ON FORM 10QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL INFORMATION.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-END> DEC-31-1999
<CASH> 2,883
<INT-BEARING-DEPOSITS> 777
<FED-FUNDS-SOLD> 1,234
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 19,016
<INVESTMENTS-CARRYING> 33,292
<INVESTMENTS-MARKET> 30,782
<LOANS> 92,953
<ALLOWANCE> 304
<TOTAL-ASSETS> 154,532
<DEPOSITS> 118,453
<SHORT-TERM> 1,000
<LIABILITIES-OTHER> 396
<LONG-TERM> 20,000
0
0
<COMMON> 129
<OTHER-SE> 14,554
<TOTAL-LIABILITIES-AND-EQUITY> 154,532
<INTEREST-LOAN> 1,772
<INTEREST-INVEST> 638
<INTEREST-OTHER> 365
<INTEREST-TOTAL> 2,776
<INTEREST-DEPOSIT> 1,431
<INTEREST-EXPENSE> 1,725
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</TABLE>
