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, 1999
______ 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 (I.R.S. Employer
of 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, 1999 were $3.1
million.
As of March 10, 2000, the aggregate market value of the 397,086 shares of
Common Stock of the Issuer held by non-affiliates, which excludes 109,262
shares held by all directors, executive officers and employee benefit plans
of the Issuer, was approximately $3.0 million. This figure is based on the
average of the bid and asked prices of $7.50 per share of the Issuer's
Common Stock on March 10, 2000.
Number of shares of Common Stock outstanding on March 10, 2000: 506,348
DOCUMENTS INCORPORATED BY REFERENCE
None.
Transitional Small Business Disclosure Format (check one): Yes ___ No X
<PAGE>
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 be divided into three classes,
each 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
nominee 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)
- --------------------- ------ ------------------------------------ --------
DIRECTORS WHOSE TERMS
EXPIRE IN 2000
- ---------------------
<S> <C> <C> <C>
Hugh E. Humphrey, Jr. 74 Chairman of the Board, President 1963
and Chief 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. 56 Director; Assessor, Orleans Parish, 1997
Louisiana
DIRECTORS WHOSE TERMS
EXPIRE 2001
- ---------------------
Thu Dang 56 Director; Self-employed realtor with 1991
Real Estate
Showcase in New Orleans, Louisiana
since 1978 and owner of Marco Polo
Travel, Inc. in Gretna, Louisiana
since 1994.
John H. Gary, III 42 Director; President of Gary 1991
Enterprises, Inc., a convention
promoter in New Orleans, Louisiana
since 1988.
DIRECTOR WHOSE TERM
EXPIRES IN 2002
- ---------------------
Hugh E. Humphrey, III 48 Director; Secretary and Treasurer of 1984
the Company since 1996 and of the
Association since 1984; Compliance
officer and loan officer of the
Association since 1990.
</TABLE>
______________________
(1) As of December 31, 1999
(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,
2000, 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 person pursuant to which he was elected as an executive officer of
the Company, and such officer is not related to any director or other
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. 56 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, 1999.
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 (the "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, 1999.
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>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------- RESTRICTED STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER(1) AWARDS COMPENSATION(3)
- --------------------------- ---- ------- ----- -------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Hugh E. Humphrey, Jr., 1999 $53,760 -- -- -- $ 16,898
Chairman of the Board, 1998 53,760 -- -- $ 9,975(2) 16,709
President and Chief 1997 53,760 -- -- -- 7,700
Executive Officer
</TABLE>
______________________
(1) Annual compensation does not include amounts attributable to other
miscellaneous benefits received by Mr. Humphrey, Jr. The costs to the
Association of providing such benefits did not exceed the lesser of
$50,000 or 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 the grant, of 700
shares of restricted stock awarded to Mr. Humphrey, Jr. under the
Company's Management Retention and Recognition Plan (the "Plan").
Under the 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, as of the respective year-end ($7, $11, and $14,
per share, respectively), of the 2,414, 1,519, and 550 shares
allocated to Mr. Humphrey, Jr.'s account under the ESOP for the years
ending December 31, 1999, 1998 and 1997, respectively.
EMPLOYMENT AGREEMENTS
The Company and the Association (collectively, the "Employers")
entered into an employment agreement with Mr. Humphrey, Jr. in connection
with the conversion of the Association from mutual to stock form on July 8,
1996. The Employers have agreed to employ Mr. Humphrey, Jr. 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 one
additional 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, Jr.'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 that are taken with respect to the officer's
employment following a Change in Control of the Company, as defined below,
Mr. Humphrey, Jr. will be entitled to a cash severance payment amount equal
to three times his average annual compensation over his most recent five
taxable years. In addition, Mr. Humphrey, Jr. 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 he
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, that 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.
COMPENSATION OF DIRECTORS
During the year ended December 31, 1999, 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 may also participate in the Company's Management
Retention and Recognition Plan, pursuant to which restricted shares of
Common Stock may be awarded to directors and key employees. Shares issued
under the Plan generally vest in equal 20% increments on the date of the
grant 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.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of March 10, 2000, 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>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNER(1) CLASS
- ------------------------------------ -------------------- ----------
<S> <C> <C>
Algiers Bancorp, Inc. 51,842(2) 10.2%
Employee Stock Ownership Plan Trust
Messrs. Dang and Humphrey, III, trustees
# 1 Westbank Expressway
New Orleans, Louisiana 70114
First Financial Fund, Inc. 34,600(3) 6.8%
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, New Jersey 07102-4077
Tontaine Financial Partners, L.P. 51,500(4) 10.1%
Tontaine Overseas Associates, L.L.C.
200 Park Avenue, Suite 3900
New York, NY 10166
Hugh E. Humphrey, Jr. 29,953(5) 5.9%
Thomas M. Arnold, Sr. 275(6) *
Thu Dang 2,675(7)(8) *
John H. Gary, III 15,175(8)(9) 3.0%
Hugh E. Humphrey, III 8,487(10) 1.6%
All directors and executive officers
of the Company and the Association
as a group (6 persons) 42,430(11) 8.4%
</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.
(2) The Algiers Bancorp, Inc. Employee Stock Ownership Plan Trust (the
"Trust") was established pursuant to the Algiers Bancorp, Inc.
Employee Stock Ownership Plan (the "ESOP") by an agreement between the
Company and Messrs. Humphrey, III and Dang, who act as trustees of the
plan (the "Trustees"). As of December 31, 1999, 32,211 shares of
Common Stock held in the Trust were unallocated and 19,631 shares had
been allocated to the accounts of participating employees or released
for such allocation. 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 that 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 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 are owned of record by Tontine
Financial Partners, L.P. ("TFP"), and 13,300 shares or 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 that serves as investment
manager to TFP Overseas Fund, Ltd. ("TFPO"), a Cayman Islands company,
which directly owns the 13,300 shares attributable to TOA. Jeffrey L.
Gendell is the Managing Member of both TM and TOA.
(5) Includes 9,335 shares held by Mr. Humphrey, Jr.'s spouse, which may be
deemed to be beneficially owned by Mr. Humphrey, Jr. , 4,918 shares
allocated to Mr. Humphrey's account in the Company's ESOP, and 280
shares as to which Mr. Humphrey, Jr. has voting power, but does not
have dispositive power.
(6) Includes 70 shares as to which Mr. Arnold has voting power, but does
not have dispositive power.
(7) Includes 70 shares as to which Mr. Dang has voting power, but does not
have dispositive power.
(8) All shares are owned jointly with the named person's spouse.
(9) Includes 70 shares as to which Mr. Gary has voting power, but does not
have dispositive power.
(10) Includes 887 shares held by Mr. Humphrey, III's IRA, 1,000 shares for
which Mr. Humphrey, III is the trustee for his minor daughter, 3,900
shares allocated to Mr. Humphrey, III's account in the Company's
ESOP, and 280 shares as to which Mr. Humphrey, III has voting power,
but does not have dispositive power.
(11) Includes 8,818 shares allocated to the officer's accounts in the
Company's ESOP and 1,050 shares as to which the respective owners of
such shares have voting power, but do not have dispositive power.
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 1999, Buchler &
Buchler received an annual retainer of $12,000 from the Association, and
approximately $18,275 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,
1999, the Association's outstanding loans to directors and executive
officers of the Association, or members of their immediate families,
totaled approximately $114,940.
<PAGE>
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 28, 2000
