SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission File Number: 0-20911
ALGIERS BANCORP, INC.
(Name of small business issuer as specified in its charter)
LOUISIANA 72 - 1317594
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
#1 WESTBANK EXPRESSWAY, NEW ORLEANS, LOUISIANA 70114
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (504) 367-8221
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock (par value $.01 per share)
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 issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB. X
Issuer's revenues for the fiscal year ended December 31, 1998 were $3.3
million.
As of April 20, 1999, the aggregate market value of the 453,817 shares of
Common Stock of the Issuer held by non-affiliates, which excludes 63,431 shares
held by all directors, executive officers and employee benefit plans of the
Issuer, was approximately $4.7 million. This figure is based on the average of
the bid and asked prices of $10.25 per share of the Issuer's Common Stock on
April 20, 1999.
Number of shares of Common Stock outstanding on April 20, 1999: 517,248
DOCUMENTS INCORPORATED BY REFERENCE
None.
Transitional Small Business Disclosure Format (check one): Yes No X
PART III
ITEM 9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Directors
The following table sets forth certain information with respect to the
current directors of the Company.The Articles of Incorporation of the
Company require that the Board of Directors will be divided into three
classes as nearly equal in number as possible. The members of each class
are elected for a term of three years or until their successors are elected
and qualified. One class of directors is elected annually. There are no
arrangements or understandings between the Company and any person pursuant
to which such person has been elected a director, and no director or
nominees for director is related to any other director, nominees for
director or executive officer of the Company by blood, marriage or
adoption, except that Hugh E. Humphrey, Jr. is the father of Hugh E.
Humphrey, III.
<TABLE>
<CAPTION>
Position with the Company and the
Association and Principal Occupation Director
Name AGE(1) During the Past Five Years Since(2)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Director Whose Term Expires in 1999
-----------------------------------
Hugh E. Humphrey, III 47 Director; Secretary and Treasurer of the 1984
Company since 1996 and of the Association
since 1984; also the compliance officer and
loan officer of the Association since 1990.
Directors Whose Terms Expire in 2000
------------------------------------
Hugh E. Humphrey, Jr. 73 Chairman of the Board, President and Chief 1963
Executive Officer of the Company since 1996,
President of the Association since 1969 and Chief
Executive Officer of the Association since 1984.
Thomas M. Arnold, Sr. 55 Director, Assessor, Orleans Parish, Louisiana 1997
Directors Whose Terms Expire in 2001
------------------------------------
Thu Dang 55 Director; Self-employed realtor with Real 1991
Estate Showcase in New Orleans, Louisiana
since 1978 and owner of Marco Polo Travel,
Inc. in Gretna, Louisiana since 1994.
John H. Gary, III 41 Director; President of Gary Enterprises, 1991
Inc., aconvention promoter in New Orleans,
Louisiana since 1988.
</TABLE>
______________________
(1)As of December 31, 1998.
(2)Includes service as a director of the Association.
_____________________________
Executive Officers Who Are Not Directors
The following table sets forth certain information, as of April 20, 1999,
with respect to the sole executive officer of the Company who is not a
director. There are no arrangements or understandings between the Company
and such persons pursuant to which he was elected as an executive officer
of the Company, and such officer is not related to any director or
executive officer of the Company by blood, marriage or adoption.
<TABLE>
<CAPTION>
NAME AGE(1) PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Francis M. Minor, Jr. 55 Chief Financial Officer of the Company and of
the Association since 1997. Field Accountant - Gibbs
Construction Co. Sales - Delta Power. Self employed.
</TABLE>
_____________________
(1)As of December 31, 1998.
_________________________________
Section 16(A) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the 1934 Act, the Company's directors, officers and
any persons holding more than 10% of the Common Stock are required to
report their ownership of the Common Stock and any changes in that
ownership to the Securities and Exchange Commission ("Commission") by
specific dates. Based on representations of its directors and officers and
copies of the reports that they have filed with the Commission, the Company
believes that all of these filing requirements were satisfied by the
Company's directors and officers in the year ended December 31, 1998.
ITEM 10. Executive Compensation.
Summary of Executive Compensation
The following table sets forth the compensation paid by the Association for
services rendered in all capacities during the periods indicated to the
President and Chief Executive Officer of the Association.
<TABLE>
<CAPTION>
Annual Compensation
----------------------------------
Long Term
Compensation
Restricted Stock All Other
Name and Principal Position Year Salary Bonus Other(1) Awards (2) Compensation(3)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Hugh E. Humphrey, Jr., 1998 $53,760 -- -- $9,975 $27,544
Chairman of the Board, 1997 53,760 -- -- -- 13,790
President and 1996 52,260 $2,090 -- -- 6,070
Chief Executive Officer
</TABLE>
(1)Annual compensation does not include amounts attributable
to other miscellaneous benefits received by Mr. Humphrey. The
costs to the Association of providing such benefits did not
exceed 10% of the total salary and bonus paid to or accrued for
the benefit of such executive officer.
(2)Represents the value on May 1, 1998, the date of grant, of
700 shares of restricted stock awarded to Mr. Humphrey under
the Company's Management Retention and Recognition Plan. Under
this Plan, all such shares vest in equal 20% increments on the
date of grant and each of the next four anniversaries of the
date of grant. Prior to vesting, recipients of shares under
the Plan are entitled to vote, and to receive dividends in
respect of, shares awarded under the Plan.
(3)Represents the value of the 2,504, 985 and 435 shares
allocated to Mr. Humphrey's account under the ESOP for the
years ending December 31, 1998, 1997 and 1996, respectively.
______________________________
Employment Agreements
The Company and the Association (collectively, the "Employers")
entered into an employment agreement with Mr. Humphrey in
connection with the Conversion. The Employers have agreed to
employ Mr. Humphrey for a term of three years in his current
position at an initial salary of $53,760. At least 30 days
prior to each annual anniversary date of the employment
agreement, the Boards of Directors of the Company and the
Association shall determine whether or not to extend the term
of the agreement for an additional one year. Any party may
elect not to extend the agreement for an additional year by
providing written notice at least 30 days prior to any annual
anniversary date. Mr. Humphrey's agreement has been extended to
July 7, 2001.
The employment agreement is terminable with or without cause by
the Employers. The officer shall have no right to compensation
or other benefits pursuant to the employment agreement for any
period after voluntary termination or termination by the
Employers for cause, disability, retirement or death, provided,
however, that (i) in the event that the officer terminates his
employment because of failure of the Employers to comply with
any material provision of the employment agreement or (ii) the
employment agreement is terminated by the Employers other than
for cause, disability, retirement or death or by the officer as
a result of certain adverse actions which are taken with
respect to the officer's employment following a Change in
Control of the Company, as defined, Mr. Humphrey will be
entitled to a cash severance amount equal to three times his
average annual compensation over his most recent five taxable
years. In addition, Mr. Humphrey will be entitled to a
continuation of benefits similar to those he is receiving at
the time of such termination for the remaining term of the
agreement or until the officer obtains full-time employment
with another employer, whichever occurs first.
A Change in Control is generally defined in the employment
agreement to include any change in control required to be
reported under the federal securities laws, as well as (i) the
acquisition by any person of 25% or more of the Company's
outstanding voting securities and (ii) a change in a majority
of the directors of the Company during any two-year period
without the approval of at least two-thirds of the persons who
were directors of the Company at the beginning of such period.
The employment agreement provides that in the event that any of
the payments to be made thereunder or otherwise upon
termination of employment are deemed to constitute a "parachute
payment" within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), then such
payments and benefits received thereunder shall be reduced, in
the manner determined by the employee, by the amount, if any,
which is the minimum necessary to result in no portion of the
payments and benefits being non-deductible by the Employers for
federal income tax purposes. Parachute payments generally are
payments equal to or exceeding three times the base amount,
which is defined to mean the recipient's average annual
compensation from the employer includable in the recipient's
gross income during the most recent five taxable years ending
before the date on which a change in control of the employer
occurred. Recipients of parachute payments are subject to a 20%
excise tax on the amount by which such payments exceed the base
amount, in addition to regular income taxes, and payments in
excess of the base amount are not deductible by the employer as
compensation expense for federal income tax purposes.
The Employers have also entered into similar employment
agreements with Mr. Humphrey, III, except that the agreement
with Mr. Humphrey, III only has a one-year term renewing
annually. Although the employment agreements could increase the
cost of any acquisition of control of the Company, management
of the Company does not believe that the terms thereof would
have a significant anti-takeover effect.
Employee Stock Ownership Plan
The Company established the ESOP for employees of the Company
and the Association effective January 1, 1996. Full-time
employees of the Company and the Association who have been
credited with at least 1,000 hours of service during a twelve
month period and who have attained age 18 are eligible to
participate in the ESOP.
As part of the Conversion, in order to fund the purchase of up
to 8% of the Common Stock issued in the Conversion, the ESOP
borrowed funds from the Company in an amount equal to 100% of
the aggregate purchase price of the Common Stock acquired by
the ESOP. The loan to the ESOP is being repaid principally from
the Company's and the Association's contributions to the ESOP
over a period of 10 years, and the collateral for the loan is
the Common Stock purchased by the ESOP. The loan to the ESOP
bears a fixed interest rate of 8.25%. The Company may, in any
plan year, make additional discretionary contributions for the
benefit of plan participants in either cash or shares of Common
Stock, which may be acquired through the purchase of
outstanding shares in the market or from individual
stockholders, upon the original issuance of additional shares
by the Company or upon the sale of treasury shares by the
Company. Such purchases, if made, would be funded through
additional borrowings by the ESOP or additional contributions
from the Company. The timing, amount and manner of future
contributions to the ESOP will be affected by various factors,
including prevailing regulatory policies, the requirements of
applicable laws and regulations and market conditions.
Shares purchased by the ESOP with the proceeds of the loan are
held in a suspense account and released on a pro rata basis as
debt service payments are made. Discretionary contributions to
the ESOP and shares released from the suspense account are
allocated among participants on the basis of compensation.
Forfeitures are reallocated among remaining participating
employees and may reduce any amount the Company might otherwise
have contributed to the ESOP. Participants vest in their right
to receive their account balances within the ESOP at the rate
of 20% per year starting with the completion of one year of
service and are 100% vested upon the completion of five years
of service. Credit is given for years of service with the
Association prior to adoption of the ESOP. In the case of a
"change in control," as defined, however, participants will
become immediately fully vested in their account balances.
Benefits may be payable upon retirement or separation from
service. The Company's contributions to the ESOP are not fixed,
so benefits payable under the ESOP cannot be estimated.
Messrs. Dang and Humphrey, III serve as trustees of the ESOP.
Under the ESOP, the trustees must vote all allocated shares
held in the ESOP in accordance with the instructions of the
participating employees, and unallocated shares will be voted
in the same ratio on any matter as to those shares for which
instructions are given.
Generally accepted accounting principles ("GAAP") require that
any third party borrowing by the ESOP be reflected as a
liability on the Company's statement of financial condition.
Since the ESOP is borrowing from the Company, such obligation
is not treated as a liability, but the amount of the borrowing
is deducted from stockholders' equity. If the ESOP purchases
newly issued shares from the Company, total stockholders'
equity would neither increase nor decrease, but per share
stockholders' equity and per share net earnings would decrease
as the newly issued shares are allocated to the ESOP
participants.
The ESOP is subject to the requirements of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"),
and the regulations of the Internal Revenue Service and the
Department of Labor thereunder.
Compensation of Directors
During the year ended December 31, 1997, each member of the
Board of Directors of the Association (other than Messrs.
Humphrey, Jr. and Humphrey, III) was paid $300 per Board
meeting (the full amount is paid for excused absences). For
committee meetings, non-employee directors receive $30 per
meeting. Directors who are also officers do not receive any
fees for Board or committee meetings.
Members of the Board also participated in the Company's
Management Retention and Recognition Plan, pursuant to which
restricted shares of Common Stock were awarded on May 1, 1998
to all directors and key employees. Shares under the Plan vest
in equal 20% increments on the date of grant, May 1, 1998 and
each of the next four anniversaries of the date of grant.
Prior to vesting, participants under the Plan are entitled to
vote, and to receive dividends in respect of, shares awarded
under the Plan. Non-employee directors received grants of 175
restricted shares under the Plan on May 1, 1998, thirty-five of
which vested on such date. Messrs. Humphrey, Jr. and Humphrey,
III each received grants of 700 restricted shares under the
Plan on May 1, 1998, 140 of which vested on such date.
Item 11. Security Ownership of Certain Beneficial
Owners and Management.
The following table sets forth, as of April 20, 1999, certain
information as to the Common Stock beneficially owned by (i)
each person or entity, including any "group" as that term is
used in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended ("1934 Act"), who or which was known to the
Company to be the beneficial owner of more than 5% of the
issued and outstanding Common Stock, (ii) the directors of the
Company, and (iii) all directors and executive officers of the
Company and the Association as a group.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER AMOUNT %
- -----------------------------------------------------------------
<S> <C> <C>
Algiers Bancorp, Inc. 51,842(2) 10.02%
Employee Stock Ownership Plan Trust
# 1 Westbank Expressway
New Orleans, Louisiana 70114
First Financial Fund, Inc. 34,600(3) 6.69%
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, New Jersey 07102-4077
Tontaine Financial Partners, L.P. 60,900(4) 11.77%
Tontaine Overseas Associates, L.L.C.
200 Park Avenue, Suite 3900
New York, NY 10166
Directors:
Hugh E. Humphrey, Jr. 27,119(5) 5.24%
Thomas M. Arnold, Sr. 170(6) *
Thu Dang 2,570(7)(8) *
John H. Gary, III 15,070(8)(9) 2.91%
Hugh E. Humphrey, II 6,141(10) 1.19%
All directors and executive officers
of the Company and the Association 51,210(11) 9.90%
as a group (6 persons)
</TABLE>
____________________
* Represents less than 1% of the outstanding Common Stock.
(1)Based upon filings made pursuant to the 1934 Act and other
information known to the Company. For purposes of this table,
pursuant to rules promulgated under the 1934 Act , an
individual is considered to beneficially own shares of Common
Stock if he directly or indirectly has or shares (i) voting
power, which includes the power to vote or to direct the voting
of the shares; or (ii) investment power, which includes the
power to dispose or direct the disposition of the shares.
Unless otherwise indicated, an individual has sole voting power
and sole investment power with respect to the indicated shares.
(2)The Algiers Bancorp, Inc. Employee Stock Ownership Plan
Trust ("Trust") was established pursuant to the Algiers
Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") by an
agreement between the Company and Messrs. Humphrey, III and
Dang, who act as trustees of the plan ("Trustees"). As of
February 17, 1999, 37,977 shares of Common Stock held in the
Trust were unallocated and 13,865 shares had been allocated to
the accounts of participating employees. Under the terms of the
ESOP, the Trustees must vote the allocated shares held in the
ESOP in accordance with the instructions of the participating
employees. Unallocated shares held in the ESOP will be voted by
the ESOP Trustees in the same proportion for and against
proposals to stockholders as the ESOP participants and
beneficiaries actually vote shares of Common Stock allocated to
their individual accounts. Any allocated shares which either
abstain on the proposal or are not voted will be disregarded in
determining the percentage of stock voted for and against each
proposal by the participants and beneficiaries. The amount of
Common Stock beneficially owned by directors and executive
officers who serve as trustees of the ESOP and by all directors
and executive officers as a group does not include the shares
held by the Trust, except for the shares actually allocated to
the accounts of the executive officers.
(3)Wellington Management Company, LLP, whose business address
is located at 75 State Street, Boston, Massachusetts 02109, is
an investment advisor to First Financial Fund, Inc. and claims
shared dispositive power with respect to the shares owned by
First Financial Fund, Inc.
(4)Of the shares shown, 38,200 shares or 6.29% are owned of
record by Tontine Financial Partners, L.P. ("TFP"), and 22,700
shares or 3.74% are beneficially owned by Tontine Overseas
Associates, L.L.C. ("TOA"). TFP is a Delaware limited
partnership, and Tontine Management, L.L.C. ("TM") is a
Delaware limited liability company and a partner of TFP. TOA is
a Delaware limited liability company which serves as investment
manager to TFP Overseas Fund, Ltd. ("TFPO"), a Cayman Islands
company, which directly owns the 22,700 shares attributable to
TOA. Jeffrey L. Gendell is the Managing Member of both TM and
TOA. The business address of TFP, TOA, TM and Mr. Gendell is
the address shown in the table, while the address of TFPO was
not disclosed.
(5)Includes 9,335 shares held by Mr. Humphrey's spouse, which
shares may be deemed to be beneficially owned by Mr. Humphrey,
2,504 shares allocated to Mr. Humphrey's account in the
Company's ESOP, and 140 shares which Mr. Humphrey has the right
to acquire within 60 days pursuant to the Company's Management
Retention and Recognition Plan.
(6)Includes 35 shares which Mr. Arnold has the right to acquire
within 60 days pursuant to the Company's Management Retention
and Recognition Plan.
(7)Includes 35 shares which Mr. Dang has the right to acquire
within 60 days pursuant to the Company's Management Retention
and Recognition Plan.
(8)All shares are owned jointly with the named person's spouse.
(9)Includes 35 shares which Mr. Gray has the right to acquire
within 60 days pursuant to the Company's Management Retention
and Recognition Plan.
(10)Includes 887 shares held by Mr. Humphrey's IRA, 1,000
shares for which Mr. Humphrey is the trustee for his minor
daughter, 1,974 shares allocated to Mr. Humphrey's account in
the Company's ESOP, and 140 shares which Mr. Humphrey has the
right to acquire within 60 days pursuant to the Company's
Management Retention and Recognition Plan.
(11)See footnotes (2), (5), (6), (7), (9) and (10).
_________________________________
Item 12. Certain Relationships and Related Transactions.
Mr. Humphrey, Jr., the President and Chief Executive Officer of
the Association, and his wife own the Association's main office
building and lease the building to the Association. Prior to
April 1, 1996, the lease was for a 30-year term expiring in
September 1997, and the rent was $33,000 per year, subject to
increase to $82,000 per year at the discretion of Mr. Humphrey,
Jr. Effective April 1, 1996, the Association entered into a new
10-year lease with Mr. Humphrey, Jr. and his spouse, and the
rent is $45,000 for the first five years of the new lease. The
rent will increase during the second five years of the new
lease at a rate equal to the rate of increase in the consumer
price index, but the rent will not decrease if the consumer
price index decreases. The new lease may be renewed at the
Association's option for two additional 10-year periods. Under
both the old lease and the new lease, the Association pays all
taxes, insurance and maintenance costs.
Mr. Humphrey, Jr. is the father-in-law of Harold A. Buchler,
Jr., a partner in the law firm of Buchler & Buchler. During
1997, Buchler & Buchler received an annual retainer of $12,000
from the Association, and approximately $8,700 in connection
with real estate loan closings. Most of the closing fees were
paid by the borrowers rather than the Association.
Management believes that the above transactions were on terms
at least as favorable to the Association as could be obtained
from unaffiliated third parties.
Indebtedness of Management
The Association, in the ordinary course of business, makes
available to its directors, officers and employees mortgage
loans on their primary residences and other types of loans.
Such loans are made on the same terms as comparable loans to
other borrowers. It is the belief of management that these
loans neither involve more than the normal risk of
collectibility nor present other unfavorable features. At
December 31, 1998, the Association's outstanding loans to
directors and executive officers of the Association, or members
of their immediate families, totaled approximately $27,000.
Item 13. Exhibits, List and Reports on Form 8-K.
(a) Exhibits. Reference is made to the Exhibit Index
beginning on page E-1 hereof.
(b) Reports on Form 8-K. The Company did not file any reports
on Form 8-K during the fourth quarter of the year ended
December 31, 1998.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
ALGIERS BANCORP, INC.
By: /s/ Francis M. Minor, Jr.
----------------------------
Francis M. Minor, Jr.
Chief Financial Officer
Date: April 30, 1999
