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
Date of Report (Date of earliest event reported): August 18, 1997
SIS Bancorp, Inc.
(Exact name of registrant as specified in charter)
Massachusetts 000-20809 04-3303264
(State or other (Commission file (IRS employer
jurisdiction of number) identification no.)
incorporation)
1441 Main Street, Springfield, MA 01102
(Address of principal executive offices) (Zip code)
(413) 748-8000
Registrant's telephone number, including area code
<PAGE>
Item 5. Other Events
On August 18, 1997, SIS Bancorp, Inc. (the "Company") entered into an
Agreement and Plan of Reorganization (the "Agreement") which provides for, among
other things, the acquisition (the "Acquisition") of Glastonbury Bank and Trust
Company ("Glastonbury") by the Company.
In connection with the Acquisition, the Board of Directors of the
Company has rescinded its prior authorization, granted in January of 1997, for
the Company to repurchase up to 286,180 shares of its common stock, effective
immediately. In the event that the Acquisition is not consummated, the Company's
Board of Directors would consider reinstating the share repurchase program.
Glastonbury's executive officers and directors, who, according to
Glastonbury's 1997 proxy statement, hold 428,037 shares of Glastonbury common
stock, or approximately 23.39% of the currently outstanding shares of
Glastonbury common stock, have agreed in a separate letter agreement to vote all
of their shares in favor of the Acquisition Merger and against any other
competing transaction.
A copy of the Company's news release relating to the Acquisition is
filed as Exhibit 99.1 to this report and is incorporated herein by reference.
The Company has scheduled a telephonic meeting with financial analysts
and others with respect to the Acquisition. Certain financial and other
information prepared for dissemination during such meeting is filed as Exhibit
99.2 to this report.
Cautionary Statements Relating to Certain Forward Looking Statements
This Current Report and the exhibits filed herewith contain certain
forward-looking statements, including, but not limited to, statements concerning
plans, objectives, future events or performance, assumptions and statements
relating to cost savings, enhanced revenues, and accretion to reported earnings
that may be realized from the Acquisition as well as other statements which are
other than statements of historical fact. The Company cautions readers that the
following important factors, among others, may have affected and could in the
future affect, the Company's actual results and could cause the Company's actual
results for subsequent periods to differ materially from those expressed in any
forward-looking statement made by, or on behalf of, the Company herein.
Economic Conditions and Real Estate Risk. The Company's lending
operations are concentrated primarily in western Massachusetts and Glastonbury's
lending operations are concentrated in central Connecticut. As a result, the
financial condition and results of operations of the combined company will be
subject to the effects of changes in the business cycle and downturns in the
local, regional and national economies, as well as other general economic
conditions, particularly, conditions that may affect residential real estate and
commercial lending in the market areas specified above. In an economic downturn,
there also tends to be a run-off in
1
<PAGE>
deposits. If economic conditions in the combined company's market area
deteriorate, the combined company may not be able to originate the volume of
high quality residential mortgage loans and/or loans to small and medium-sized
businesses or achieve the level of deposits on which the forward-looking
statements are based.
The Connecticut economy and its real estate market have showed signs of
stabilization over the past two years from the recessionary levels of the early
1990's. Consequently Glastonbury's delinquencies, non-performing assets and loss
provisions improved from earlier periods. The forward-looking statements
regarding Glastonbury's results of operations assume that the Connecticut
economy and real estate market will remain stable. A worsening of current
economic conditions or a significant decline in real estate values in
Connecticut could cause actual results to vary materially from the
forward-looking statements.
Similarly, the Massachusetts economy and its real estate market showed
signs of recovery beginning in 1994 from earlier recessionary levels, and
consequently the Company's delinquencies, non-performing assets and loss
provisions improved from earlier periods. The forward-looking statements
regarding the Company's results of operations assume that the Massachusetts
economy and real estate market will remain stable. A worsening of current
economic conditions or a significant decline in real estate values in
Massachusetts could cause actual results to vary materially from the
forward-looking statements.
Interest Rate Risk. The Company and Glastonbury both realize their
income principally from the differential between the interest earned on loans
and investment securities and the interest paid on deposits and borrowings. The
net interest spreads of each organization are affected by the difference between
the repricing characteristics of their interest-earning assets and
interest-bearing liabilities. Loan and investment volumes and yields, deposits
and borrowings are also affected by market interest rates. Changes in interest
rates could cause the combined company's earnings to vary materially from the
forward-looking statements.
Operational Issues. The forward-looking statements utilize
Glastonbury's internal estimates of growth and results of operations and
generally make no provision for any possible negative effects of the
Acquisition. In addition, the forward-looking statements estimate certain cost
savings from the consolidation of various "back office" functions of the two
companies, which may not materialize or which may be delayed as a result of
difficulties in consolidating such functions. To the extent that events differ
from the assumptions, actual results of operations may vary materially from the
forward-looking statements.
The ability of the combined company to operate efficiently, at least in
the short term, will be enhanced by the ability to retain certain existing
management personnel. If the Company is not able to retain certain key
management personnel of Glastonbury, the intended consolidation of the "back
office" functions of the two companies may be more time-consuming, difficult and
expensive, and may negatively affect the predicted cost savings.
2
<PAGE>
The forward-looking statements assume that the deposit base of both the
Company and Glastonbury will remain substantially intact pending the Acquisition
and will grow at historical rates following the Acquisition. To the extent that
the change in ownership of Glastonbury or other factors result in either a
temporary or long-term loss of deposits, actual results of operations may vary
materially from the forward-looking information presented.
Competition. The Company and Glastonbury both face significant
competition in their respective markets. Increasing consolidation within the
banking and financial services industry, as well as increased competition from
larger regional and out-of-state banking organizations and nonbank providers of
various financial services, may adversely affect the combined company's ability
to meet its financial goals. Many of these large competitors have more
significant financial resources, larger market share and greater name
recognition in the market area served by the combined company than the combined
company will itself have. The existence of such competitors may make it
difficult for the combined company to achieve the financial goals reflected in
the forward-looking statements.
Laws and Regulations. The businesses of the Company and Glastonbury are
subject to federal and state regulation. Changes in laws and regulations,
including federal and state banking laws and regulations, with which the Company
and its subsidiaries must comply, and the associated costs of compliance with
such laws and regulations, could cause actual results to vary from the
forward-looking statements. Changes in accounting policies and practices, as may
be adopted by applicable regulatory agencies as well as by the Financial
Accounting Standards Board, or in the Company's post-closing organization,
compensation and benefit plans also could cause actual results to vary from the
forward-looking statements.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 News Release of the Company, dated August 18, 1997
99.2 Analyst Meeting Materials.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
SIS Bancorp, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SIS BANCORP, INC.
Date: August 18, 1997 By:/s/ John F. Treanor
Name: John F. Treanor
Title: Executive Vice President
and Chief Financial Officer
4
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
SIS Bancorp, Inc. Announces Entry into Connecticut
Springfield, MA - August 18, 1997; 8:30 a.m., The Boards of Directors of SIS
Bancorp, Inc. ("SIS"), (NASDAQ: SISB), and Glastonbury Bank & Trust Company
("GBT"), (NASDAQ: GLBT), announced today that they have signed a definitive
merger agreement under which SIS will acquire all of the outstanding shares of
GBT. As a result of the transaction, GBT will become a wholly owned subsidiary
of SIS.
The transaction is structured as a tax-free exchange of 0.74 shares of SIS
common stock for each of GBT's 1,829,920 shares of common stock. Based on the
per share closing price for SIS common stock on August 15, 1997 of $30.00, the
transaction would be valued at $40.6 million and GBT shareholders would receive
$22.20 in SIS common stock for each share of GBT common stock. At a purchase
price of $22.20 per share, the exchange is approximately equivalent to 2.26x
GBT's June 30, 1997 book value and approximately 16.3x GBT's annualized earnings
per share for the six months ended June 30, 1997. GBT has the right to terminate
the agreement if SIS' average stock price for the twenty consecutive trading
days ending on the fifth business day prior to the closing date of the
acquisition is below $25.00, unless SIS agrees at such time to increase the per
share exchange ratio to ensure a per share value of $18.50 in SIS common stock
to GBT stockholders. In connection with the execution of the definitive
agreement, GBT has granted SIS an option to purchase, under certain
circumstances, approximately 8.5% of its authorized common stock. In the event
that such option becomes exercisable, GBT will be further obligated to pay an
additional cash payment to SIS of $1.5 million.
The transaction, which will be accounted for as a pooling of interests, is
subject to approval by SIS and GBT shareholders and various regulatory agencies.
It is anticipated that the transaction will close by year end 1997. After
consummation of the transaction, GBT will remain a Connecticut chartered
commercial bank led by J. Gilbert Soucie, GBT's current president and chief
executive officer. It is also expected that Mr. Soucie will serve as vice
chairman of SIS. The Board of Directors of GBT will be retained to provide
continuing leadership and guidance to the GBT organization. In addition, SIS
will increase the size of its Board of Directors to add one of GBT's directors
to serve as a director of SIS after the merger is consummated.
In announcing the transaction, F. William Marshall, Jr., SIS' president and
chief executive officer stated, "A partnership with Glastonbury Bank and Trust
demonstrates SIS' philosophy towards the importance of community banking.
Expansion into Connecticut has been one of our strategic objectives and is
consistent with our ongoing efforts to increase earnings and deliver a superior
return to our shareholders. Central Connecticut is a very attractive consumer
and commercial banking market and is a natural, contiguous extension to SIS'
existing banking franchise. GBT provides a very solid base from which we can
together grow in this attractive market. Additionally, GBT's merchant processing
and insurance businesses will further expand and diversify the services we can
offer in the future."
<PAGE>
SIS expects to take a pre-tax charge of $2.5 million in 1997 to cover merger
related expenses, and expects the merger to have a positive impact on earnings
per share in 1998 and beyond.
J. Gilbert Soucie, president and chief executive officer of Glastonbury Bank &
Trust, stated, "We are very pleased about the pending affiliation with SIS, an
institution which shares our commitment to community banking. A partnership with
SIS will bring new technology, more products and services, and increased capital
to enhance GBT's abilities to serve its growing customer base. More importantly,
GBT will be able to maintain the same strong level of personal service and
community focus."
In connection with the execution of the merger agreement, the SIS Board of
Directors has rescinded its existing authorization to repurchase up to 286,180
shares of SIS common stock. During 1997, SIS repurchased 146,400 shares, net of
shares reissued under SIS's various benefit plans.
SIS Bancorp, Inc., headquartered in Springfield, MA, is the parent holding
company of Springfield Institution for Savings ("SlS Bank"), a state chartered
savings bank. SIS Bank, originally founded in 1827, operates 24 branch banking
offices in Agawam, Amherst, Chicopee, East Longmeadow, Holyoke, Longmeadow,
Ludlow, Northampton, South Hadley, Springfield, West Springfield and Westfield,
MA. At June 30, 1997 SIS had total assets of $1.4 billion, total deposits of
$1.0 billion, and total equity of $103.3 million.
Glastonbury Bank & Trust Company is a Connecticut-state-chartered commercial
bank organized in 1919 and headquartered in Glastonbury, CT. GBT operates 8
branch banking offices in the Connecticut communities of Glastonbury,
Colchester, East Hartford, Portland, Rocky Hill and Wethersfield. At June 30,
1997, Glastonbury had total assets of $261.3 million, total deposits of $216.6
million, and total equity of $18.0 million.
GBT investor inquiries are to be directed to J. Gilbert Soucie at (860)
652-6500. SIS investor inquiries are to be directed to Ms. Ting Chang at
(413)748-8271. All media inquiries are to be directed to Ms. Kathleen Bourque at
(413)748-8243.
This news release contains certain forward looking statements regarding enhanced
revenues that may be realized from the transaction. SIS cautions readers that
such forward looking statements involve certain risks and uncertainties,
including a variety of factors that may cause SIS' actual results to differ
materially from the anticipated results or other expectations expressed in any
forward looking statements made by, or on behalf of SIS. These factors are
further detailed in SIS' current report on Form 8-K dated August 18, 1997, which
has been filed with the Securities and Exchange Commission.
<PAGE>
Summary Information:
Acquisition Information
Exchange Ratio 0.74
Glastonbury Shares Outstanding 1,829,920
New SIS Shares Issued 1,354,141
Valuation Based on Closing Price on August 15, 1997 of $30.00:
Aggregate Purchase Price $40.6 million
Price Per Share $22.20
Price/Annualized Earnings Per Share
for the six months ended June 30, 1997 16.3x.
Price/June 30,1997 Book Value 2.26x.
Core Deposit Premium 11%
Accounting Treatment Pooling.
Expected Closing Date Year end 1997.
<TABLE>
<CAPTION>
Statistics at June 30, 1997 ($ Millions) SISB GLBT
- ---------------------------------------- ---- ----
<S> <C> <C>
Headquarters Springfield, MA Glastonbury, CT
Branches 24 8
Assets $1,434.5 $261.3
Net Loans $ 645.9 $152.9
Deposits $1,015.4 $216.6
Equity $ 103.3 $ 18.0
Equity/Assets 7.2% 6.9%
Non-Performing Assets/Total Assets 0.47% 1.04%
Loan Loss Reserves/Non-Performing Loans 272% 197%
Net Income for Six Months Ended June 30, 1997 $ 5.8 $ 1.2
FTE Employees 483 123
</TABLE>
SIS Bancorp
Glastonbury Bank and Trust
Special Note Regarding Forward-Looking Information
This presentation contains forward-looking statements (within the meaning of the
Private Securities Litigation Reform Act of 1995), including estimates of future
operating results, financial condition and cost savings, which involve
significant risks and uncertainties. Actual results may differ materially from
the results discussed in these forward-looking statements. Factors that might
cause such differences include, but are not limited to, economic conditions and
real estate risks, interest rate risks, operational issues, competitive
conditions, changes in applicable law and regulations and other risks detailed
from time to time in the Company's SEC reports, including those discussed in the
Company's Current Report on Form 8-K dated August 18, 1997, as filed with the
Securities and Exchange Commission, to which report reference is hereby made.
<PAGE>
Transaction Rationale
* Natural strategic extension into a contiguous market.
* Expands SISB community banking franchise into attractive Connecticut
banking market.
* Continued emphasis on community banking strategy.
* Financially compelling transaction.
* Accretive to EPS in first full year (1998) excluding revenue
enhancement opportunities.
* Pricing is consistent with other transactions in New England.
* Internal rate of return of approximately 15%.
* Diversifies revenue stream.
* GLBT is a commercial bank.
* Entry into new fee-based business lines: merchant processing and
insurance.
* Leverage SISB's existing infrastructure.
2
<PAGE>
Transaction Summary
Terms: Purchase price to be paid in tax free exchange of stock.
Exchange rate fixed at 0.74, resulting in the issuance of
1,354,141 shares of SISB common stock. Walk away option if
SISB stock price falls below $25.00, subject to cure.
Accounting: Pooling of interests.
<TABLE>
<CAPTION>
Pricing: Based on SISB Closing Stock Price as of August 15, 1997 of
$30.00:
<S> <C>
Purchase price $40.6 million
Purchase price per share $22.20
Price/book value and tangible book value 2.26x
Price/annualized six months ended June 30, 1997 EPS 16.3x
Core deposit premium 11%
</TABLE>
Structure: Glastonbury Bank & Trust to be wholly owned subsidiary of
SIS Bancorp.
Timing: Subject to normal regulatory and SISB and GLBT shareholder
approval. Targeted to close fourth quarter 1997.
Impact: Accretive to earnings in first full year, 1998, assuming 20%
cost savings.
Pro Forma Share SISB 5,576,842 (1) 80%
Ownership: GLBT 1,354,141 20%
--------- ---
6,930,983 100%
(1) Actual shares outstanding
3
<PAGE>
Entry Vehicle Into Connecticut Market
[GRAPHIC OMITTED]
The omitted graphic is a map showing the locations of certain SISB and
Glastonbury branches. SISB branches (12) are represented by black circles;
Glastonbury branches (6) are represented by grey squares.
* Hartford County, Connecticut is a natural contiguous extension to SISB's
core Massachusetts markets of Hampden and Hampshire counties.
* Establishes a Connecticut franchise with critical mass and opportunity to
expand market share:
* $216 million of deposits
* 8 full service offices
* 17,549 customer accounts
Deposits (1)
CT County Branches ($000)
--------- -------- --------
Hartford, CT 6 $178,910
Middlesex, CT 1 $ 15,271
New London, CT 1 $ 22,413
- --------
8 $216,594
(1) Deposit totals for GLBT as of June 30, 1997.
4
<PAGE>
Connecticut Market
* Branches are in demographically attractive and affluent banking markets:
<TABLE>
<CAPTION>
Hartford County, CT
------------------------
Glastonbury Wethersfield East Hartford,
CT CT CT
<S> <C> <C> <C>
Population 27,901 25,651 50,452
Households 10,553 10,470 20,343
1996 Average Household Income $62,845 $63,233 $46,422
Projected 2001 Avg. Household Income $69,375 $71,226 $51,222
</TABLE>
Source: 1990 U.S. Census Data; SNL Securities, L.C.
5
<PAGE>
Pro Forma Balance Sheet and Asset Quality
(Dollars in Millions) At June 30, 1997
Pro Forma
SISB GLBT Combined
---- ---- ---------
Assets
Cash and Investment Securities $ 733 $ 95 $ 828
Net Loans 646 153 799
Other Assets 56 13 69
------ ------ ------
Total Assets $1,435 $ 261 $1,696
Liabilities and Equity
Total Deposits $1,015 $ 217 $1,232
Other Liabilities 316 26 343
Total Equity 103 18 121
------ ------ ------
Total Liabilities and Equity $1,435 $ 261 $1,696
Asset Quality
NPA/Total Assets 0.47% 1.04% 0.56%
LLR/NPLs 272% 197% 255%
LLR/Total Loans 2.48% 2.20% 2.43%
Capital Ratios
Equity/Assets 7.20% 6.87% 7.15%
Fully Diluted Shares Outstanding 5,640,349 1,829,920 6,994,490
Book Value Per Share $18.31 $9.82 $17.33
Book Value Dilution (1) (7.00%)
(1) Book value dilution including after-tax merger expenses of $1.8 million.
6
<PAGE>
<TABLE>
<CAPTION>
Pro Forma Loan Portfolio and Deposit Base
(Dollars in Millions) At June 30, 1997
Pro Forma % of
Loan Portfolio SISB GLBT Combined Total
- -------------- ---- ---- -------- -----
<S> <C> <C> <C> <C>
Residential Mortgage Loans $238.4 $ 53.6 $292.0 36%
Commercial & Construction Mortgage Loans 120.2 56.3 176.5 22%
Commercial Loans 173.6 25.1 198.7 24%
Home Equity and Consumer Loans 128.2 21.2 149.4 18%
Other -- 0.2 0.2 0%
------ ------ ------ ---
Total Loan Portfolio $660.4 $156.4 $816.8 100%
Loan Loss Reserve (16.3) (3.5) (19.8)
Deferred Fees, Gains/Unearned Premium 1.8 0.0 1.8
------ ------ ------
Net Loans $645.9 $152.9 $798.8
Deposits
Demand $120.6 $ 39.8 $160.4 13%
NOW 60.3 22.4 82.7 7%
Savings and Money Market 411.4 59.7 471.2 38%
CDs under $100,000 364.5 83.8 447.9 36%
CDs over $100,000 58.5 11.3 69.8 6%
-------- ------ -------- ---
Total Deposits $1,015.4 $216.6 $1,232.0 100%
</TABLE>
7
<PAGE>
Comparative Earnings Data
(Dollars in Millions) Six Months Ended
June 30, 1997
SISB GLBT
--------------- ---------------
Net Interest Income $ 25.0 $ 5.0
Provision for Possible Loan Losses (0.8) (0.1)
Non-interest Income 5.6 1.6
Non-interest Expense (20.2) (4.5)
------ ------
Net Income Before Taxes 9.6 2.0
Tax (Expense)/Benefit (3.8) (0.8)
------ ------
Net Income $ 5.8 $ 1.2
====== ======
Fully Diluted Earnings Per Share $ 1.02 $ 0.68
NIM 3.84% 4.25%
ROAA 0.83% 0.97%
ROAE 11.45% 14.18%
8
<PAGE>
Reasonable Expense Reductions
1998
----
Administrative & Back Office Expenses:
Pre-Tax $1.8 million
After-Tax (1) $1.1 million
As a % of GLBT Pre-Tax Expense Base 20%
As a % of SISB Pre-Tax Expense Base 4%
(1) 40% tax rate.
9
<PAGE>
Estimated Pro Forma Earnings
(Dollars in Millions, Except Per Share Amounts)
<TABLE>
<CAPTION>
Total Per Share Total Per Share
----- --------- ----- ---------
<S> <C> <C> <C> <C>
Net Income on a Stand Alone Basis:
SIS (1) $11.9 $ 2.12 $13.5 $ 2.39
GLBT (1 $ 2.5 $ 1.36 $ 2.7 $ 1.46
----- -----
$14.4 $16.1
After-tax Adjustments:
Expense Reductions $ 0.0 $ 1.1
Merger Expenses ($1.8) $ 0.0
----- -----
Total Net Income $12.9 $ 1.81 $17.2 $ 2.46
Total Net Income Excluding Merger Expenses $14.4 $ 2.07
Accretion/(Dilution)
Total Net Income 3%
Net Income Excluding Merger Expenses (2%)
Pro Forma Fully Diluted Shares 6,994,490 6,994,490
<FN>
(1) SISB 1997/1998 earnings are based on consensus "Wall Street" estimates of $2.12 and $2.39, per share, respectively. GLBT
1997/1998 earnings are presented for illustrative purposes only. GLBT 1997 earnings reflect six months ended June 30, 1997 net
income of $1.2 million annualized. GLBT 1998 earnings grow approximately 8% from 1997 earnings. This information constitutes
"forward-looking information". See special note on cover page.
</FN>
</TABLE>
10
<PAGE>
Sources of Potential Revenue Enhancements
* SISB's strategy of convenience and value introduced to a broader base of
consumer households.
* Cross-selling opportunities of GLBT's merchant processing and insurance
lines of business.
* More consumer cross-selling opportunities - Average GLBT customer has 1.65
products vs. 3.81 average for SISB customers.
* Increased commercial lending capacity and product array, including cash
management.
11
<PAGE>
Summary
* Provides meaningful entry into an attractive Connecticut banking market.
* Earnings accretion in first full year without factoring in revenue
enhancement.
* Significant franchise enhancement.
12
<PAGE>
Appendix - Glastonbury Bank & Trust Co.
Historical Financial Data
<TABLE>
<CAPTION>
Balance Sheet and Asset Quality Data
(Dollars in Millions)
At June 30, At December 31,
1997 1996 1995 1994 1993 1992
----- ---- ---- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet
Assets $261.3 $248.6 $229.8 $218.3 $229.0 $238.5
Total Loans, Net of Unearned 156.4 148.7 142.0 130.8 147.7 164.7
Loan Loss Reserve (3.4) (3.4) (3.0) (4.5) (4.7) (4.6)
Loans, Net of Unearned & LLR $152.9 $145.4 $138.9 $126.3 $137.8 $156.5
REO 1.0 1.2 0.3 1.8 4.2 6.5
Deposits 216.6 208.4 190.3 194.4 202.4 218.4
Equity 18.0 16.9 15.0 8.0 11.1 13.8
Equity/Assets 6.87% 6.79% 6.52% 3.68% 4.83% 5.78%
Asset Quality
Non-Performing Loans $1.7 $1.5 $0.7 $3.9 $5.5 $3.4
NPLs/Total Loans 1.12% 0.98% 0.52% 3.01% 3.75% 2.03%
NPA/(Loans & REO) 1.73% 1.75% 0.74% 4.30% 6.41% 7.89%
LLR/NPLs 197.37% 228.96% 413.23% 114.56% 85.58% 68.59%
LLR/Total Loans 2.20% 2.25% 2.13% 3.45% 3.21% 2.86%
</TABLE>
13
<PAGE>
Appendix - Glastonbury Bank & Trust Co.
Historical Financial Data
<TABLE>
<CAPTION>
(Dollars in Millions) Income Statement and Profitability Data
Six Months Ended Year Ended December 31,
June 30, 1997 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
Income Statement
Net Interest Income $ 5.0 $ 9.7 $ 9.6 $ 9.5 $ 9.7 $ 10.1
Provision for Possible Loan Losses (0.1) (0.7) 0.2 (1.9) (3.8) (3.6)
Non-interest Income 1.6 3.2 3.1 4.0 4.0 3.7
Non-interest Expense (4.5) (10.5) (10.2) (11.2) (12.6) (10.9)
------ ------ ------ ------- ------- -------
Net Income Before Taxes 2.0 1.8 2.7 0.4 (2.6) (0.7)
Tax (Provision)/Benefit (0.8) 0.7 0.5 -- 0.1 0.1
------ ------ ------ ------- ------- -------
Net Income before Nonrecurring Exp. 1.2 2.5 3.2 (0.4) (2.7) (0.8)
Nonrecurring Expense 0.0 (0.0) (1.6) (1.4) 0.0 0.0
------ ------ ------ ------- ------- -------
Net Income $ 1.2 $ 2.5 $ 1.6 ($ 0.9) ($ 2.7) ($ 0.8)
Profitability (1)
ROAA 0.97% 1.08% 0.75% (0.39%) (1.15%) (0.35%)
ROAE 14.18% 16.29% 16.29% (8.05%) (18.68%) (5.10%)
Efficiency Ratio 68.18% 81.40% 80.31% 82.96% 91.97% 78.99%
Net Interest Margin 4.25% 4.46% 4.74% 4.69% 4.66% 5.00%
<FN>
(1) Six months ended June 30, 1997 annualized.
</FN>
</TABLE>
14
