<PAGE> 1
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
August 19, 1994
---------------
Date of Report (Date of earliest event reported)
UNION PLANTERS CORPORATION
-------------------------------------------------
(Exact name of registrant as specified in charter)
TENNESSEE 0-10160 62-0859007
- - ------------------------ ------------- --------------------
(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
-------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 383-6000
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report).
<PAGE> 2
ITEM 5. OTHER INFORMATION
Union Planters Corporation (the Corporation) has entered into definitive
agreements to acquire BNF Bancorp, Inc. (formerly BANCFIRST Corporation) and
Grenada Sunburst System Corporation (GSSC). These acquisitions are considered
probable and meet the test for a significant subsidiary. Item 7 below presents
the unaudited interim consolidated financial statements as of and for the three
and six months ended June 30, 1994. Reference is also made to the Corporation's
Current Report on Form 8-K dated August 18, 1994, which contains pro forma
financial statements reflecting completed and pending acquisitions, and the
Current Reports on Form 8-K dated February 8, 1994, April 14, 1994, May 18,
1994, July 1, 1994, and July 26, 1994 for additional information (definitive
agreements, audited financial statements, and interim financial statements)
regarding these pending acquisitions.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
(c) Exhibits
99 Additional Exhibits
(a) Grenada Sunburst System Corporation and Subsidiaries Unaudited Interim
Consolidated Financial Statements as of and for the Three and Six
Months Ended June 30, 1994 and 1993
Page
------------
1. Consolidated Balance Sheets, June 30, 1994,
December 31, 1993, and June 30, 1993 1
2. Consolidated Statements of Income, Quarters
and Six Months Ended June 30, 1994 and 1993 2
3. Consolidated Statements of Changes in
Stockholders' Equity, Six Months Ended
June 30, 1994 and 1993 3
4. Consolidated Statements of Cash Flows,
Six Months Ended June 30, 1994 and 1993 4
5. Notes to Consolidated Financial Statements 5
(b) BNF BANCORP, Inc. and Subsidiary Unaudited Interim
Consolidated Financial Statements as of and for the
Three and Nine Months Ended June 30, 1994
1. Consolidated Statements of Financial Condition,
June 30, 1994 and September 30, 1993 1
2. Consolidated Statements of Income, Quarters and
Nine Months Ended June 30, 1994 and 1993 2
3. Consolidated Statements of Stockholders' Equity,
Nine Months Ended June 30, 1994 4
4. Consolidated Statements of Cash Flows,
Nine Months Ended June 30, 1994 and 1993 5
5. Notes to Consolidated Financial Statements 7
-2-
<PAGE> 3
SIGNATURE
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 hereunto duly authorized.
Union Planters Corporation
----------------------------------
Registrant
Date: August 19, 1994 /s/ M. Kirk Walters
----------------- ----------------------------------
M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
-3-
<PAGE> 1
EXHIBIT 99 (a)
Grenada Sunburst System Corporation and Subsidiaries Unaudited Interm
Consolidated Financial Statements as of and for the three and six months ended
June 30, 1994 AND 1993
<PAGE> 2
GRENADA SUNBURST SYSTEM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
June 30, Dec.31, June 30,
1994 1993 1993
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
Cash and demand balances with banks $ 119,705 133,889 143,768
Interest bearing deposits with banks 1,143 28 28
Trading account securities 0 0 4,138
Securities available for sale 127,417 120,101 29,700
Investment securities (Market value of
approximately $283,356, $301,240
and $373,318) 277,716 287,945 359,276
Mortgage-backed securities (Market
value of approximately $179,332,
$170,815 and $275,488) 183,505 167,532 270,696
Mortgages held for resale 30,963 73,956 66,476
Federal funds sold and securities
purchased under agreements to resell 0 25,000 126
Loans 1,666,436 1,569,547 1,500,439
Less:
Unearned income 8,680 9,007 9,111
Allowance for credit losses 33,132 32,749 31,849
--------- --------- ---------
Net loans 1,624,624 1,527,791 1,459,478
Premises and equipment, net 49,544 48,738 48,442
Other real estate 4,212 5,185 8,352
Accrued interest receivable 19,402 18,262 19,125
Other assets 27,978 27,771 24,990
--------- --------- ---------
Total Assets $2,466,209 2,436,198 2,434,596
========= ========= =========
LIABILITIES
Deposits
Demand:
Non-interest bearing $ 397,065 419,641 378,797
Interest bearing 625,448 607,472 604,497
Savings 173,817 165,814 148,048
Time, $100,000 and over 247,129 247,538 251,324
Other time 767,246 759,342 798,341
--------- --------- ---------
Total deposits 2,210,705 2,199,807 2,181,007
Federal funds purchased and securities
sold under agreements to repurchase 27,585 30,542 55,400
Other borrowed funds 25,071 12,941 13,347
Accrued interest payable 9,943 8,939 9,319
Other liabilities 9,859 9,897 11,154
--------- --------- ---------
Total Liabilities 2,283,163 2,262,126 2,270,227
STOCKHOLDERS' EQUITY
Common stock, $1.00 par value, 15,000,000
authorized, 9,492,975 shares issued at
June 30, 1994, December 31, 1993 and
June 30, 1993 9,493 9,493 9,493
Paid in capital 31,842 31,842 31,842
Net unrealized loss-securities
available for sale (469) (75) (166)
Retained earnings 142,180 132,812 123,200
--------- --------- ---------
Total Stockholders' Equity 183,046 174,072 164,369
--------- --------- ---------
Commitments and contingent liabilities
Total Liabilities and
Stockholders' Equity $2,466,209 2,436,198 2,434,596
========= ========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
-1-
<PAGE> 3
GRENADA SUNBURST SYSTEM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
---------------------------------------
June 30, June 30, June 30, June 30,
1994 1993 1994 1993
-------- ------- -------- ---------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans including fees $ 34,283 31,377 66,050 58,555
Deposits with banks 6 4 11 108
Mortgages held for resale 815 877 1,760 1,877
Federal funds sold and securities
purchased under agreements to resell 48 81 263 275
Securities:
Taxable 6,558 7,486 12,406 14,320
Exempt from federal taxes 1,265 1,419 2,538 2,808
Dividends 431 412 863 822
------- ------- ------- -------
Total Interest Income 43,406 41,656 83,891 78,765
INTEREST EXPENSE
Deposits:
Demand 3,643 3,477 7,239 6,885
Time, $100,000 and over 2,134 1,923 4,089 3,738
Other time and savings 8,911 9,831 17,599 18,549
Federal funds purchased and securities
sold under agreements to repurchase 311 237 522 467
Other borrowed funds 426 268 684 382
------- ------- ------- -------
Total Interest Expense 15,425 15,736 30,133 30,021
------- ------- ------- -------
Net interest income 27,981 25,920 53,758 48,744
Provision for credit losses 975 1,855 1,775 3,940
------- ------- ------- -------
Net interest income after
provision for credit losses 27,006 24,065 51,983 44,804
NON-INTEREST INCOME
Service charges on deposit accounts 4,333 4,462 8,594 8,225
Other service charges,
commissions, and fees 2,689 2,504 5,245 5,028
Investment securities, net (15) (81) (101) (302)
Fees from fiduciary activities 513 538 996 1,014
Other 157 273 350 1,172
------- ------- ------- -------
Total Non-Interest Income 7,677 7,696 15,084 15,137
NON-INTEREST EXPENSE
Salaries 10,917 10,255 21,552 19,427
Employee benefits 2,099 1,990 4,362 3,791
Net occupancy expense 1,825 1,786 3,615 3,315
Furniture and equipment expense 2,015 1,923 3,890 3,588
FDIC deposit insurance expense 1,213 1,278 2,425 2,354
Other 6,416 5,764 12,251 11,436
------- ------- ------- -------
Total Non-Interest Expense 24,485 22,996 48,095 43,911
------- ------- ------- -------
Income before income taxes and
cumulative effect of a change
in accounting principle 10,198 8,765 18,972 16,030
Income taxes 3,069 2,678 5,821 4,813
------- ------- ------- -------
Income before cumulative effect of
a change in accounting principle 7,129 6,087 13,151 11,217
Cumulative effect on prior years of
a change to a different method of
accounting for income taxes 0 0 0 781
------- ------- ------- -------
Net Income $ 7,129 6,087 13,151 11,998
======= ======= ======= =======
EARNINGS PER SHARE:
Income before cumulative effect
of a change in accounting principle $0.75 0.64 1.38 1.20
Cumulative effect of a change
in accounting principle $0.00 0.00 0.00 .08
Net Income $0.75 0.64 1.38 1.28
DIVIDENDS PER SHARE $0.20 0.17 0.40 .32
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
-2-
<PAGE> 4
GRENADA SUNBURST SYSTEM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1994 AND 1993
(In thousands)
<TABLE>
<CAPTION>
Net
Common Paid in Unrealized Retained
Stock Capital Loss Earnings Total
------- -------- --------- --------- -------
<S> <C> <C> <C> <C> <C>
Balances January 1, 1993 $9,047 22,953 (459) 114,197 145,738
Net income 11,998 11,998
Net unrealized gain on
securities available
for sale, net of tax 293 293
Cash dividend declared (3,038) (3,038)
Stock issued in exchange
for net assets of Eastover
Bank for Savings 439 8,734 9,173
Stock issued under
compensation plan 7 155 162
Unearned compensation 43 43
------ ------ ------ ------- -------
Balances June 30, 1993 $9,493 31,842 (166) 123,200 164,369
====== ====== ====== ======= =======
Balances January 1, 1994 $9,493 31,842 (75) 132,812 174,072
Net income 13,151 13,151
Net unrealized loss on
securities available
for sale, net of tax (394) (394)
Cash dividend declared (3,797) (3,797)
Unearned compensation 14 14
------ ------ ------ ------- -------
Balances June 30, 1994 $9,493 31,842 (469) 142,180 183,046
====== ====== ====== ======= =======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
-3-
<PAGE> 5
GRENADA SUNBURST SYSTEM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30,
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
1994 1993
-------- -------
<S> <C> <C>
Net cash flows from operating activities:
Net income $ 13,151 11,998
Adjustments to reconcile net income
to net cash provided by operating activities:
Amortization of goodwill and intangible assets 426 457
Depreciation and amortization of premises and equipment 2,558 2,452
Net accretion of investment securities (295) (660)
Accretion of loan fees and discounts (327) (1,875)
Provision for possible credit losses 1,775 3,940
Net (increase) decrease in mortgages held for resale 42,993 (3,404)
Other real estate provision 260 472
Gains on sales of other real estate (79) (144)
(Gains) losses from sales of premises and equipment (122) 13
(Increase) decrease in interest receivable (1,140) 295
Increase (decrease) in interest payable 1,004 (259)
Losses on sales of securities, net 101 302
Net increase in trading account securities 0 (4,138)
Other, net (657) (3,364)
-------- --------
Net cash provided by operating activities 59,648 6,085
Cash flows from investing activities:
Net (increase) decrease in interest-bearing
deposits with banks (1,115) 20,002
Net (increase) decrease in federal funds sold and
securities purchased under agreements to resell 25,000 (126)
Purchases of securities available for sale (33,813) 0
Principal prepayments on securities available for sale 38,370 0
Purchases of securities held to maturity (53,168) (72,207)
Maturities of securities held to maturity 42,564 31,454
Principal prepayments on securities held to maturity 9,079 5,305
Purchases of mortgage-backed securities held to maturity (64,409) (70,621)
Sales of mortgage-backed securities 0 16,749
Principal prepayments of mortgage-backed securities 48,117 53,481
Net increase in loans (98,970) (43,935)
Net increase in premises and equipment (3,420) (1,530)
Proceeds from sale of premises and equipment 194 3
Proceeds from sales of other real estate 1,465 2,033
Net cash received from Eastover acquisition 0 35,922
-------- --------
Net cash used by investing activities (90,106) (23,470)
Cash flows from financing activities:
Net increase in demand and savings accounts 3,403 40,441
Net increase (decrease) in other deposits 7,495 (32,213)
Net increase (decrease) in federal funds purchased
and securities sold under agreements to repurchase (2,957) 29,736
Net increase (decrease) in other borrowed money 12,130 (570)
Cash dividends paid (3,797) (3,038)
-------- --------
Net cash provided by financing activities 16,274 34,356
-------- --------
Net increase (decrease) in cash and due from banks (14,184) 16,971
Cash and due from banks at the beginning of the period 133,889 126,797
-------- --------
Cash and due from banks at the end of the period $119,705 143,768
======== ========
Unrealized gain (loss) on securities
available for sale $ (393) 293
Securities transferred to the available
for sale category from the held to
maturity category 12,266 0
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
-4-
<PAGE> 6
GRENADA SUNBURST SYSTEM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 1994 and 1993
(Unaudited)
1. The accompanying unaudited consolidated financial statements have been
prepared in accordance with the accounting policies in effect as of December
31, 1993, as set forth in the annual consolidated financial statements of
Grenada Sunburst System Corporation and subsidiaries ("GSSC", or the
"Company"). In the opinion of management, all adjustments necessary for a
fair presentation of the condensed consolidated financial statements have
been included and are of a normal recurring nature.
2. The results of operations for the six-month period ended June 30, 1994
are not necessarily indicative of the results to be expected for the full year.
3. Per share data is based on weighted average shares of common stock
outstanding of 9,492,975 for the quarter and six months ended June 30, 1994
and for the quarter ended June 30, 1993. Per share data is based on weighted
average common shares outstanding of 9,348,072 for the six months ended June
30, 1993. The Company had outstanding 14,478 options on common stock at June
30, 1994 and 1993. Each option entitles the holder to purchase one share of
the Company's common stock at an exercise price of $22.375. These options are
exercisable beginning in 1995. The weighted average number of shares
outstanding at June 30, 1994 and 1993 adjusted for the assumed exercise of
all outstanding stock options using the treasury stock method would be
9,493,979 and 9,348,667, respectively for the calculation of primary earnings
per share and 9,495,112 and 9,348,765, respectively for the calculation of
fully diluted earnings per share. The assumed exercise of these options would
have a less than one-half of $.01 dilution of earnings per share.
4. On July 1, 1994 a definitive agreement was entered into between Union
Planters Corporation (UPC) and Grenada Sunburst System Corporation in which
UPC will acquire all of the outstanding stock of GSSC in a transaction valued
at approximately $361 million based on UPC's June 30, 1994 closing stock
price of $26.75. Under the terms of the definitive agreement, UPC will
exchange 1.4206 shares of UPC common stock for each common share of GSSC, if
the price of UPC common stock is within certain trading ranges. The exchange
ratio adjusts outside the trading ranges. The acquisition, which is to be
accounted for as a pooling of interests, is expected to be completed by year-
end 1994, pending approval by both companies' shareholders and regulatory
authorities and the completion of other closing conditions.
Effective March 1, 1993, GSSC, through its wholly owned Mississippi
banking subsidiary, Sunburst Bank, acquired selected net assets of Eastover
Bank for Savings ("Eastover") in a transaction accounted for as a purchase.
Had the acquisition occurred on January 1, 1993, for the three months ended
March 31, 1993, net interest income for the Company would have increased by
approximately $3,140,000, net income would have increased by approximately
$897,000, and earnings per share would have increased by approximately $.08
per share.
5. Effective January 1, 1994, GSSC adopted Financial Accounting Standards
Board ("FASB") SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities". This statement requires investments to be classified in
three categories and to be accounted for as follows: (i) debt securities
which the Company has the positive intent and ability to hold to maturity are
classified as held-to-maturity and reported at amortized cost; (ii) debt and
equity securities that are bought and held principally for the purpose of
selling them in the near term are classified as trading securities and
reported at fair value, with unrealized gains and losses included in
earnings; and (iii) debt and equity securities not classified as either held-
to-maturity securities or trading securities are classified as available-for-
sale securities and reported at fair value, with unrealized gains and losses
excluded from earnings and reported as an addition to or a deduction from
stockholders' equity.
-5-
<PAGE> 1
EXHIBIT 99 (b)
BNF BANCORP, Inc. and Subsidiary Unaudited Interm Consolidated Financial
Statements as of and for the three and nine months ended June 30, 1994 and 1993
<PAGE> 2
BNF BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
JUNE 30, 1994 AND SEPTEMBER 30, 1993 (Dollars in Thousands)
<TABLE>
<CAPTION>
June 30, September 30,
1994 1993
(Unaudited) *
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 3,786 $ 2,462
Investment securities (Note 4):
Held to maturity (estimated market values of $5,192
and $5,553, respectively) 5,198 5,208
Available for sale (estimated market value of $18,299
at September 30, 1993) 9,893 17,573
Mortgage-backed securities (Note 4):
Held to maturity (estimated market values of $2,087
and $3,163, respectively) 2,047 3,022
Available for sale (estimated market value of $74,615
at September 30, 1993) 78,703 73,275
Loans receivable (net of allowance for possible loan losses
of $1,159 at June 30, 1994 and September 30, 1993) 168,171 152,310
Mortgage loans held for sale 1,130 4,263
Accrued interest receivable:
Investment securities 247 410
Mortgage-backed securities 513 552
Loans receivable 1,177 1,221
Premises and equipment, net 5,021 4,466
Stock in Federal Home Loan Bank ("FHLB"), at cost 1,739 1,696
Real estate owned and repossessed assets 40
Prepaid expenses and other assets 679 652
--------- ---------
TOTAL ASSETS $ 278,344 $ 267,110
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 227,425 $ 217,771
Borrowed funds 17,000 17,000
Advances by borrowers for taxes and insurance 863 888
Accrued interest payable 129 133
Income taxes 841 717
Other liabilities 645 709
--------- ---------
Total liabilities 246,903 237,218
--------- ---------
Stockholders' equity:
Serial preferred stock - $.01 par value, authorized
400,000 shares - none issued
Capitalized stock - $.01 par value, 3,200,000 shares
authorized, 1,797,730 shares issued and outstanding $ 18 $ 18
Additional paid-in capital 11,323 11,184
Retained income, substantially restricted 20,455 18,690
Net unrealized depreciation on securities available for sale (Note 4) (355)
--------- ---------
Total stockholders' equity 31,441 29,892
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 278,344 $ 267,110
========= =========
</TABLE>
*Balances derived from audited financial statements.
See notes to consolidated financial statements.
-1-
<PAGE> 3
BNF BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
QUARTERS AND NINE MONTH PERIODS ENDED JUNE 30, 1994 AND 1993
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
For the For the Nine
Quarters Ended Month Periods
June 30, Ended June 30,
--------------------- ---------------------
1994 1993 1994 1993
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
INTEREST INCOME:
Mortgage loans $ 2,179 $ 2,215 $ 6,441 $ 6,941
Consumer and other loans 1,197 1,007 3,415 2,980
Mortgage-backed securities 1,055 1,261 3,255 3,805
Investment securities 293 437 1,034 1,283
Other 26 27 70 77
------- ------- ------- -------
Total interest income 4,750 4,947 14,215 15,086
------- ------- ------- -------
INTEREST EXPENSE:
Deposits 1,963 1,926 5,804 5,936
Borrowed funds 215 218 707 620
------- ------- ------- -------
Total interest expense 2,178 2,144 6,511 6,556
------- ------- ------- -------
NET INTEREST INCOME 2,572 2,803 7,704 8,530
PROVISION FOR LOAN LOSSES 32 150
------- ------- ------- -------
NET INTEREST INCOME
AFTER PROVISION
FOR LOAN LOSSES 2,572 2,771 7,704 8,380
------- ------- ------- -------
NONINTEREST INCOME:
Fees and charges on loans 21 22 81 78
Service fee income on loans sold 16 19 51 56
Fees and service charges on
deposit accounts 153 135 439 388
Net gain (loss) on sale of:
Investment securities available for sal 113 3 134 28
Mortgage loans (25) 111
Other 130 89 335 373
------- ------- ------- -------
Total noninterest income 408 268 1,151 923
------- ------- ------- -------
NONINTEREST EXPENSE:
Salaries and employee benefits 756 657 2,238 1,942
Net occupancy expense 198 150 576 439
Data processing expense 116 135 266 348
Insurance premiums 144 92 436 327
Marketing and public relations 99 112 257 403
Other 342 257 904 873
------- ------- ------- -------
Total noninterest expense 1,655 1,403 4,677 4,332
------- ------- ------- -------
</TABLE>
-2-
<PAGE> 4
BNF BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
QUARTERS AND NINE MONTH PERIODS ENDED JUNE 30, 1994 AND 1993
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
For the For the Nine Month
Quarters Ended Periods Ended
June 30, June 30,
-------------------------- --------------------------
1994 1993 1994 1993
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
INCOME BEFORE INCOME
TAX EXPENSE $ 1,325 $ 1,636 $ 4,178 $ 4,971
INCOME TAX EXPENSE 490 598 1,536 1,890
----------- ----------- ----------- -----------
NET INCOME $ 835 $ 1,038 $ 2,642 $ 3,081
=========== =========== =========== ===========
AVERAGE COMMON AND COMMON
EQUIVALENT SHARES
OUTSTANDING 1,866,214 1,836,171 1,858,490 1,831,194
=========== =========== =========== ===========
EARNINGS PER SHARE
(Note 3) $ 0.45 $ 0.57 $ 1.42 $ 1.68
=========== =========== =========== ===========
CASH DIVIDENDS PER SHARE $ 0.17 $ 0.16 $ 0.49 $ 0.46
=========== =========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE> 5
BNF BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
NINE MONTH PERIODS ENDED JUNE 30, 1994 AND 1993
(Dollars in Thousands)
<TABLE>
<CAPTION>
Net Unrealized
Appreciation
Retained (Depreciation)
Additional Income- on Securities Total
Capital Paid-in Substantially Available Stockholders'
Stock Capital Restricted for Sale Equity
For the Nine Month Period
Ended June 30, 1994
(Unaudited):
<S> <C> <C> <C> <C> <C>
Balance at September 30, 1993 $ 18 $ 11,184 $ 18,690 $ 29,892
Impact at October 1, 1993 of
adoption of Statement of
Financial Accounting Standards
No. 115 (Note 4) $ 2,066 2,066
Change in unrealized appreciation
(depreciation) on securities available
for sale, net of related income
tax effect (2,421) (2,421)
Cash dividends (877) (877)
Proceeds from issuance of capital
stock upon exercise of options 139 139
Net income for the nine month period
ended June 30, 1994 2,642 2,642
---- -------- -------- ------- --------
Balance at June 30, 1994 $ 18 $ 11,323 $ 20,455 $ (355) $ 31,441
==== ======== ======== ======= ========
For the Nine Month Period
Ended June 30, 1993
(Unaudited):
Balance at September 30, 1992 $ 18 $ 11,075 $ 15,705 $ 26,798
Cash dividends (816) (816)
Proceeds from issuance of capital
stock upon exercise of options 58 58
Net income for the nine month period
ended June 30, 1993 3,081 3,081
---- -------- -------- --------
Balance at June 30, 1993 $ 18 $ 11,133 $ 17,970 $ 29,121
==== ======== ======== ========
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE> 6
BNF BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTH PERIODS ENDED JUNE 30, 1994 AND 1993
(Dollars in Thousands)
<TABLE>
<CAPTION>
1994 1993
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,642 $ 3,081
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 150
Provision for depreciation 331 212
Accretion of discounts (42) (38)
Amortization of premiums 407 282
Net unrealized loss on loans held for sale 64
Gain on sale of investment securities (134) (28)
Loans originated for resale (4,196) (8,370)
Proceeds from sale of loans originated for resale 4,307 8,370
Gain on sale of loans (111)
(Increase) decrease in real estate owned (40) 307
(Increase) decrease in other assets 176 (48)
Increase (decrease) in other liabilities 32 (199)
----------- --------
Net cash provided by operating activities 3,436 3,719
----------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of investment securities 10,641 3,175
Proceeds from maturities of investment securities 1,000
Purchases of investment securities (2,981) (6,720)
Loan originations (62,707) (47,900)
Mortgage-backed securities purchased (28,403) (25,959)
Proceeds from sale of mortgage-backed securities 5,496 4,351
Principal collections on loans 49,792 46,450
Principal collections on mortgage-backed securities 18,020 16,472
Purchases of premises and equipment (886) (1,335)
----------- --------
Net cash used in investing activities (11,028) (10,466)
----------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 9,654 3,937
Cash dividends paid (877) (816)
Proceeds from issuance of capital stock 139 58
Proceeds from FHLB advances 5,000
----------- --------
Net cash provided by financing activities 8,916 8,179
----------- --------
</TABLE>
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<PAGE> 7
BNF BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTH PERIODS ENDED JUNE 30, 1994 AND 1993
(Dollars in Thousands)
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS $ 1,324 $ 1,432
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 2,462 3,486
------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 3,786 $ 4,918
======= ========
SUPPLEMENTAL INFORMATION FOR CASH FLOW:
Cash payments of interest $ 5,895 $ 6,565
======= ========
Cash payments of income taxes $ 1,401 $ 1,869
======= ========
Unrealized depreciation on securities available for sale,
net of related income tax effect $ 355
=======
</TABLE>
See notes to consolidated financial statements.
-6-
<PAGE> 8
BNF BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The preceding consolidated financial statements include the accounts of
BNF BANCORP, INC. ("BNF"), formerly BANCFIRST Corporation, and its
wholly-owned subsidiary, BANKFIRST, a federal savings bank,
(collectively "the Bank").
2. The preceding consolidated financial statements at June 30, 1994 and for
the quarters and nine month periods ended June 30, 1994 and 1993 have
been prepared in accordance with instructions pursuant to Form 10-Q
Quarterly Report. The consolidated financial statements are unaudited
but, in the opinion of Management, reflect all accruals and adjustments
necessary for a fair presentation of the Bank's financial position and
results of its operations and its cash flows at the dates and for the
periods indicated. All such adjustments are of a normal recurring
nature. The results of operations for the quarter and nine month period
ended June 30, 1994 are not necessarily indicative of results to be
expected for the entire fiscal year of 1994.
3. Earnings per share is based on the weighted average number of shares
plus equivalent shares outstanding. The dilutive effect of shares
issuable under stock options is immaterial.
4. Statement of Financial Accounting Standards ("SFAS") Number 114,
Accounting by Creditors for Impairment of a Loan and SFAS Number 115,
Accounting for Certain Investment in Debt and Equity Securities, were
issued in May, 1993. SFAS No. 114 addresses the accounting by creditors
for impairment of certain loans and applies to all loans that are
restructured in a troubled debt restructuring. It requires that
impaired loans be measured based on the present value of expected cash
flows discounted at the loan's effective interest rate. This Statement
applies to financial statements for fiscal years beginning after
December 15, 1994. The Bank has not yet decided if it will elect early
adoption of this Statement, but does not anticipate that adoption of
this Statement will have a material effect on the Bank's financial
statements. SFAS No. 115 addresses the accounting and reporting for
investments in equity securities that have readily determinable fair
values and for all investments in debt securities. Those investments
are to be classified in three categories with each having a specified
accounting method as to carrying value and recognition of unrealized
gains and losses. The Bank adopted this Statement for fiscal year
beginning October 1, 1993. As a result of this adoption, certain
investment securities and mortgage-backed securities classified as
available for sale are carried at market value, and $355,000 of
unrealized depreciation, net of related income tax effect, on securities
available for sale is shown as a component of stockholders' equity at
June 30, 1994. Prior to this adoption, at September 30, 1993, certain
investment securities and mortgage-backed securities classified as held
for sale were stated at the lower of cost or market.
5. On January 28, 1994, BNF and Union Planters Corporation ("UPC"),
Memphis, Tennessee, announced the signing of a definitive agreement for
UPC to acquire BNF with an exchange of 1.078 shares of UPC common stock
for each share of BNF common stock. The transaction received final
regulatory approval on July 20, 1994 but remains subject to the approval
of BNF shareholders at a special shareholders' meeting scheduled for
August 29, 1994.
6. On April 18, 1994, the Bank and BANKALABAMA, Huntsville, Alabama,
announced the signing of an agreement for the Bank to acquire
BANKALABAMA's Beltline Road, Decatur, Alabama branch which consists of
approximately $600,000 in deposits and approximately $200,000 in loans
receivable as well as approximately $107,000 in fixed assets. On June
17, 1994 regulatory approval was obtained, and the transaction is
scheduled to be consummated on August 1, 1994.
-7-
