<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1996
REGISTRATION NO. __________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(INCLUDING EXHIBITS)
FIRST ALLEN PARISH BANCORP, INC.
(Name of Small Business Issuer in Its Charter)
DELAWARE 6712 (TO BE APPLIED FOR)
(State or Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Classification Code Identification No.)
Organization) Number)
222 SOUTH 10TH STREET
OAKDALE, LOUISIANA 71463
(318) 335-2031
(Address and Telephone Number
of Principal Executive Offices)
222 SOUTH 10TH STREET
OAKDALE, LOUISIANA 71463
(Address of Principle Place of
Business or Intended Principal
Place of Business)
CHARLES L. GALLIGAN
222 SOUTH 10TH STREET
OAKDALE, LOUISIANA 71463
(318) 335-2031
(Name, Address and Telephone Number
of Agent for Service)
COPIES TO:
ROBERT I. LIPSHER, ESQ.
ALAN SCHICK, ESQ.
LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
5335 WISCONSIN AVENUE, N.W.
SUITE 400
WASHINGTON, D.C. 20015
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
this registration statement becomes effective.
If this Form is filed to register additional shares for an offering pursuant to
Rule 462(b) under the Securities Act please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
DOLLAR MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
(1)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share $3,306,250 $10.00 $3,306,250 $1,150.00
====================================================================================================================
</TABLE>
______________________________________
(1) Estimated solely for the purpose of calculating the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES
ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE
<PAGE>
PROSPECTUS
First Allen Parish Bancorp, Inc.
(PROPOSED HOLDING COMPANY FOR FIRST FEDERAL SAVINGS AND LOAN
ASSOCIATION OF ALLEN PARISH)
Up to 287,500 Shares of Common Stock
(Anticipated Maximum)
$10.00 Purchase Price per Share
First Allen Parish Bancorp, Inc. (the "Holding Company"), a Delaware
corporation, is offering up to 287,500 shares of its common stock, par value
$.01 per share (the "Common Stock"), in connection with the conversion of First
Federal Savings and Loan Association of Allen Parish ("First Federal" or the
"Association"), from a federally chartered mutual savings and loan association
to a federally chartered stock savings and loan association, and the issuance of
all of First Federal's outstanding capital stock to the Holding Company pursuant
to the Association's Plan of Conversion (the "Plan" or "Plan of Conversion").
The simultaneous conversion of the Association to stock form, the issuance of
First Federal's outstanding common stock to the Holding Company and the Holding
Company's sale of its Common Stock are referred to herein as the "Conversion."
References herein to the Association refer to First Federal both in its mutual
and stock form as the context may indicate.
(continued on following page)
FOR INFORMATION ON HOW TO SUBSCRIBE, CALL THE STOCK INFORMATION CENTER AT
(318) 335-4487
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY EACH
PROSPECTIVE INVESTOR, SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, THE OFFICE OF THRIFT SUPERVISION, OR ANY OTHER FEDERAL
AGENCY OR ANY STATE SECURITIES COMMISSION, NOR HAS SUCH COMMISSION,
OFFICE OR OTHER AGENCY OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION ("FDIC"), THE BANK INSURANCE FUND ("BIF"), THE SAVINGS ASSOCIATION
INSURANCE FUND ("SAIF") OR ANY OTHER GOVERNMENT AGENCY.
<TABLE>
<CAPTION>
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Estimated Underwriting Fees and Estimated Net Proceeds(2)
Purchase Price(1) Other Expenses(2)
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<S> <C> <C> <C>
Minimum Per Share....................... $10.00 $1.65 $8.35
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Midpoint Per Share...................... $10.00 $1.40 $8.60
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Maximum Per Share....................... $10.00 $1.22 $8.78
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Maximum Per Share, as adjusted(3)....... $10.00 $1.06 $8.94
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Minimum Total........................... $2,125,000 $350,000 $1,775,000
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Midpoint Total.......................... $2,500,000 $350,000 $2,150,000
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Maximum Total........................... $2,875,000 $350,000 $2,525,000
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Maximum Total, as adjusted(3)........... $3,306,250 $350,000 $2,956,250
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</TABLE>
(footnotes on second following page)
TRIDENT SECURITIES, INC.
The date of this Prospectus is August ___, 1996.
<PAGE>
(continued from preceding page)
Non-transferable rights to subscribe for the Common Stock have been
granted, in order of priority, to (i) the Association's deposit account holders
with deposits of at least $50 as of May 31, 1995 ("Eligible Account Holders"),
(ii) tax-qualified employee stock benefit plans of the Association, (iii)
certain other depositors of the Association as of _______ 1996 and certain
borrowers of the Association as of both ______, 1996 and ________, 1996, who
continue to be borrowers as of the date of the special meeting of members
("Other Members") and (iv) officers, directors and employees of the Association
in a subscription offering (the "Subscription Offering"). PURSUANT TO OFFICE OF
THRIFT SUPERVISION ("OTS") REGULATIONS, THESE SUBSCRIPTION RIGHTS ARE NON-
TRANSFERABLE. PERSONS VIOLATING THIS PROHIBITION AGAINST TRANSFER MAY LOSE THEIR
RIGHT TO PURCHASE STOCK IN THE CONVERSION AND BE SUBJECT TO OTHER POSSIBLE
SANCTIONS. To the extent that shares remain available for purchase after the
Subscription Offering, the Holding Company and Association intend to offer
shares of Common Stock for sale in a community offering to members of the
general public to whom a prospectus is delivered (the "Community Offering") with
a preference given to natural persons residing in Allen Parish, Louisiana (the
"Local Community"). It is anticipated that shares of Common Stock not subscribed
for in the Subscription and Community Offerings may be offered at the discretion
of the Holding Company to certain members of the general public as part of a
community offering on a best efforts basis by a selling group of broker-dealers
managed by Trident Securities, Inc. (the "Syndicated Community Offering"). The
Subscription, Community and Syndicated Community Offerings are referred to
collectively as the "Offerings."
The Association's Employee Stock Ownership Plan ("ESOP") intends to
subscribe for up to 8% (but may subscribe for up to 10%) of the total number of
shares of Common Stock issued in the Conversion, however; the Association
reserves the right to have all or part of the order of the ESOP filled by
purchases in the open market, subject to OTS approval, if required. Shares sold
above the maximum of the Estimated Valuation Range may be sold to the ESOP to
fill its subscription (prior to filling any other orders) or the ESOP may
purchase shares in the open market rather than pursuant to the Offerings. With
the exception of the ESOP, no individual Eligible Account Holder, or Other
Member may purchase in the Subscription Offering more than 5,000 shares of
Common Stock offered in the Conversion; no individual person or other entity,
together with associates of and persons acting in concert with such person, may
purchase in the Community Offering and the Syndicated Community Offering more
than 5,000 shares of Common Stock offered in the Conversion; and no person,
together with associates of and persons acting in concert with such person, may
purchase in the aggregate more than 10,000 shares of Common Stock offered in the
Conversion. However, the Association and the Holding Company in their sole
discretion may increase the purchase limitations to up to 5% or decrease
purchase limitations without notice to members or subscribers. The minimum
purchase is 25 shares. See "The Conversion--Limitations on Purchases of Shares."
The Holding Company may, in its absolute discretion, accept or reject, in
whole or in part, any or all subscriptions in the Community Offering or
Syndicated Community Offering at the time of receipt of an order or as soon as
practicable following the completion of such offerings. All orders submitted are
irrevocable until completion of the Conversion. Subscriptions paid by cash,
check, bank draft or money order will be placed in a segregated account at First
Federal and will earn interest at the rate paid by First Federal on passbook
savings accounts from the date of receipt until completion or termination of the
Conversion. Payments may be authorized by withdrawal from deposit accounts at
First Federal without penalty and will continue to earn interest at the
contractual rate until the Conversion is completed or terminated; these funds
will be otherwise unavailable to the depositor until such time. See "The
Conversion-- Subscription Offering" and--Community Offering."
THE SUBSCRIPTION OFFERING WILL TERMINATE AT NOON, LOCAL TIME, ON SEPTEMBER
___, 1996 (THE "EXPIRATION DATE"), unless extended at the discretion of the
Company and the Association, with the approval of the OTS, if necessary. The
Community Offering may commence concurrently with or following the Subscription
Offering and may terminate on the Expiration Date or any date thereafter at the
discretion of the Association and the Holding Company but not later than 45 days
after the Expiration Date unless extended with the approval of the OTS. The
Syndicated Community Offering may commence simultaneously with or subsequent to
the Community Offering and may terminate on any date at the discretion of the
Association and the Holding Company but not later than 45 days after the
Expiration Date unless extended with the approval of the OTS.
<PAGE>
If the Offerings are extended beyond 45 days after the Expiration Date
(i.e. ______, 1996), all subscribers will be notified of such extension, of
their rights to modify or confirm their subscriptions or to rescind their
subscriptions and have their subscription funds returned promptly with interest,
and of the time period within which the subscriber must notify the Association
of his intention to modify, confirm or rescind his subscription. In the event
the value of an updated independent appraisal of the pro forma market value of
the Common Stock to be issued in the Conversion is less than $2,125,000 or more
than $2,875,000 and the Holding Company determines to sell an amount outside of
this range to its subscribers, all subscribers must be resolicited with an
updated prospectus. The failure of a subscriber to notify the Association of his
intention during a resolicitation will be deemed a rescission of the
subscription. Under applicable OTS regulations, the Conversion must be completed
or terminated no later than 24 months from the approval of the Conversion by the
Association's members.
The Holding Company and the Association have engaged Trident Securities,
Inc. ("Trident") to consult with and advise the Association and the Holding
Company in connection with the Conversion and with the sale of shares of the
Common Stock in the Offerings. In addition, in the event the Common Stock is not
fully subscribed for in the Subscription and Community Offerings, Trident may
manage a selling group of broker-dealers in a Syndicated Community Offering.
Neither Trident nor any other broker-dealers will have any obligation to
purchase or accept any shares of Common Stock in the Conversion. See "The
Conversion--Plan of Distribution" and "--Marketing Arrangements."
There is currently no market for the Common Stock, and it is unlikely that
an active and liquid trading market for the Common Stock will develop. The
Company has requested Trident to undertake to match buy and sell offers for the
Common Stock and to list the Common Stock over-the-counter through the National
Daily Quotation System "Pink Sheets," and Trident has agreed to do so. There can
be no assurance that purchasers will be able to sell their shares at or above
the Purchase Price after the Conversion. See "Market for the Common Stock."
_____________________
(footnotes for preceding table)
(1) Determined in accordance with an amended independent appraisal prepared by
Ferguson & Co., LLP as of June 13, 1996. The estimated pro forma market
value of the Common Stock ranges from $2,125,000 to $2,875,000 ("Estimated
Valuation Range") or between 212,500 and 287,500 shares of Common Stock at
the purchase price of $10.00 per share which is the amount to be paid for
each share of Common Stock sold in the Offerings ("Purchase Price"). See
"The Conversion--Stock Pricing."
(2) Consists of the estimated expenses of $350,000 which includes printing,
postage, legal, accounting, appraisal and filing fees. These expenses also
include estimated financial advisory and marketing fees to be paid to
Trident Securities, Inc. ("Trident") which are $75,000. A portion of
Trident's fees may be deemed to be underwriting fees, and Trident may be
deemed to be an underwriter. Actual net proceeds and expenses may vary
substantially from estimated amounts depending on the number of shares sold
in the Offerings and other factors. Trident may be indemnified against
certain liabilities, including liabilities that may arise under the
Securities Act of 1933. See "Pro Forma Data" and "The Conversion--Marketing
Arrangements."
(3) Gives effect to an increase in the number of shares which could occur
without a resolicitation of subscribers or any right of cancellation due to
an increase in the Estimated Valuation Range of up to 15% above the maximum
of the Estimated Valuation Range to reflect changes in market and financial
conditions following commencement of the Offerings or to fill in part or in
whole the order of the ESOP. See "The Conversion--Stock Pricing."
<PAGE>
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[INSERT MAP HERE]
THE ASSOCIATION'S CONVERSION TO STOCK FORM IS CONTINGENT UPON THE APPROVAL OF
THE PLAN BY ITS MEMBERS AND THE SALE OF AT LEAST THE MINIMUM NUMBER OF SHARES OF
COMMON STOCK TO BE ISSUED PURSUANT TO THE PLAN OF CONVERSION.
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<PAGE>
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PROSPECTUS SUMMARY
The following summary does not purport to be complete. It is qualified in
its entirety by the detailed information and financial statements and notes
thereto appearing elsewhere in this Prospectus.
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
First Federal Savings and Loan Association of Allen Parish ("First Federal"
or the "Association") is a federally chartered mutual savings and loan
association headquartered in Oakdale, Louisiana. First Federal was originally
chartered in 1962. Its deposits are insured up to the maximum allowable amount
by the Savings Association Insurance Fund ("SAIF") of the Federal Deposit
Insurance Corporation (the "FDIC"). Through its office in Oakdale, First Federal
serves communities located in Allen Parish and in the surrounding parishes in
the State of Louisiana. At March 31, 1996, First Federal had total assets of
$29.6 million, deposits of $27.3 million and retained earnings of $2.1 million.
First Federal has been, and intends to continue to be, a community-oriented
financial institution offering selected financial services to meet the needs of
the communities it serves. The Association attracts deposits from the general
public and historically has used such deposits, together with other funds, to
originate loans secured by real estate, including one- to four-family
residential mortgage loans, commercial real estate loans, land loans,
construction loans and loans secured by other properties. At March 31, 1996,
86.1% of the Association's gross loan portfolio consisted of loans secured by
real estate. The Association also originates consumer and other loans
consisting primarily of loans secured by automobiles, manufactured homes, loans
secured by deposits ("share loans") and lines of credit. At March 31, 1996,
consumer and other loans constituted 19.6% of the Association's gross loan
portfolio. See "Business - Lending Activities." In order to supplement its loan
originations, the Association has invested a significant portion of its assets
in mortgage-backed securities, which are insured or guaranteed by federal
agencies, as well as other investments. At March 31, 1996, the Association's
mortgage-backed securities portfolio totaled $15.2 million, or 51.3% of total
assets. See "Business - Investment Activities."
The Association funds its lending and investment activities primarily from
deposits received, repayment of principal and interest on its loans and
mortgage-backed securities and borrowings from the Federal Home Loan Bank of
Dallas (the "FHLB"). See "Business--Sources of Funds."
First Federal's office is located at 222 South 10th Street, Oakdale,
Louisiana 71463. Its telephone number at that address is (318) 335-2031.
FIRST ALLEN PARISH BANCORP, INC.
First Allen Parish Bancorp, Inc. was organized in June 1996 by First
Federal for the purpose of acquiring all of the outstanding capital stock of
First Federal to be issued in the Conversion. Immediately following the
Conversion, the only significant assets of the Holding Company will be the
capital stock of the Association, the note evidencing its loan to fund the
Association's Employee Stock Ownership Plan ("ESOP") and approximately 50% of
the net proceeds from the Conversion (less the amount to fund the ESOP loan).
Upon Conversion, the Holding Company initially will be a unitary savings and
loan holding company. See "Regulation - Holding Company Regulation" and "Use of
Proceeds." The business of the Holding Company initially will consist only of
the business of First Federal. See "First Allen Parish Bancorp, Inc."
THE CONVERSION
The Offerings are being made in connection with the Conversion of First
Federal from a federally chartered mutual savings and loan association to a
federally chartered stock savings and loan association and the formation of
First Allen Parish Bancorp, Inc. as the holding company of the Association. The
Holding Company will retain up to 50% of the net proceeds of the issuance of the
Common Stock and will use the remaining 50% of the net proceeds to purchase all
of the stock of First Federal issued in the Conversion. Net Conversion proceeds
will increase the capital of the
5
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<PAGE>
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Association and, consistent with regulatory restrictions, will support the
Association's lending and investment activities. The conversion to stock form
and the use of a holding company structure are also expected to enhance the
ability of the Association to expand through possible mergers and acquisitions
and facilitate future access to the capital markets. The Holding Company will
have additional authorized shares of common stock and serial preferred stock
available for issuance to raise additional equity capital for future
acquisitions or for other business purposes, although the Holding Company has no
specific plans for expansion and no present plans for the issuance of such
securities. See "Use of Proceeds" and "Description of Capital Stock - Holding
Company Capital Stock."
The Conversion is subject to certain conditions, including the prior
approval of the Plan of Conversion by the Association's members at a special
meeting to be held at __:__ __.m. local time on ____________, 1996 (the "Special
Meeting"). Approval of the Plan requires the affirmative vote of members of the
Association holding not less than a majority of the total number of votes
eligible to be cast at the Special Meeting. AFTER THE CONVERSION, DEPOSITORS AND
BORROWERS OF THE ASSOCIATION WILL HAVE NO VOTING RIGHTS IN THE HOLDING COMPANY,
UNLESS THEY BECOME HOLDING COMPANY STOCKHOLDERS. Eligible Account Holders,
however, will have certain liquidation rights in the Association. See "The
Conversion -Effects of Conversion to Stock Form on Depositors and Borrowers of
the Association - Liquidation Rights."
Subscription, Community and Syndicated Community Offerings. The Holding
Company is offering up to 287,500 shares of Common Stock, at a price of $10.00
per share, in the Subscription, Community and Syndicated Community Offerings.
The shares of Common Stock to be issued in the Conversion are being offered in
the following order of priority: (1) Eligible Account Holders (deposit account
holders of the Association with an account balance of $50 or more as of May 31,
1995); (2) Tax-Qualified Employee Plans; (3) Other Members (deposit account
holders of the Association as of _________ __, 1996, other than Eligible Account
Holders and certain borrowers as of ________________, 1996, and ________, 1996
who continue to be borrowers as of the date of the Special Meeting); and (4)
employees, officers and directors of the Association. In addition, the Tax-
Qualified Employee Plans shall have first priority subscription rights to the
extent that the total number of shares of Common Stock sold in the Conversion
exceeds the maximum of the Estimated Valuation Range. Concurrently with or
following the Subscription Offering, and subject to the prior rights of holders
of Subscription Rights, any shares of Common Stock not subscribed for in the
Subscription Offering may be offered in the Community Offering to certain
members of the general public, to whom a prospectus is delivered with a
preference given to natural persons residing in Allen Parish, Louisiana. See
"The Conversion." THE HOLDING COMPANY AND THE ASSOCIATION RESERVE THE ABSOLUTE
RIGHT TO ACCEPT OR REJECT ANY ORDERS IN THE COMMUNITY OFFERING, IN WHOLE OR IN
PART, EITHER AT THE TIME OF RECEIPT OF AN ORDER OR AS SOON AS PRACTICABLE
THEREAFTER.
It is anticipated that shares of Common Stock not otherwise subscribed for
in the Subscription Offering and Community Offering, if any, may be offered at
the discretion of the Holding Company to certain members of the general public
as part of a Syndicated Community Offering on a best efforts basis by a selling
group of selected broker-dealers to be managed by Trident Securities, Inc.
("Trident" or the "Agent"). See "The Conversion--Syndicated Community Offering."
The Subscription and Community Offerings and Syndicated Community Offering are
referred to collectively herein as the "Offerings."
The Plan of Conversion places limitations on the number of shares which may
be purchased in the Conversion by various categories of persons. Except for the
Tax-Qualified Employee Plans which intend to subscribe for 8% of the total
number of shares of Common Stock offered in the Conversion, no Eligible Account
Holder or Other Member may purchase in their capacity as such in the
Subscription Offering more than $50,000 of Common Stock offered in the
Conversion based on the Estimated Valuation Range; no person, together with
associates of and persons acting in concert with such person, may purchase more
than $50,000 of Common Stock offered in the Community Offering or Syndicated
Community Offering based on the Estimated Valuation Range; and no person,
together with associates of or persons acting in concert with such person, may
purchase more than $100,000 of Common Stock offered in the Conversion. THE
PURCHASE LIMITATIONS DESCRIBED HEREIN ARE SUBJECT TO INCREASE OR DECREASE WITHIN
THE SOLE DISCRETION OF THE ASSOCIATION AND THE HOLDING COMPANY. Further, to the
extent that shares are available, each subscriber must subscribe for a minimum
of 25 shares. See "The Conversion - Offering of Holding Company Common Stock."
The Association and the Holding Company have engaged Trident to consult, advise
and assist in the distribution of shares of Common Stock
6
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<PAGE>
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in the Offerings on a best efforts basis. The Agent is under no obligation to
purchase any of the Common Stock offered in the Conversion.
The term "acting in concert" is defined under OTS rules to mean: (i)
knowing participation in a joint activity or interdependent conscious parallel
action towards a common goal whether or not pursuant to an express agreement; or
(ii) a combination or pooling of voting or other interests in the securities of
an issuer for a common purpose pursuant to any contract, understanding,
relationship, agreement or other arrangement, whether written or otherwise. The
Holding Company and the Association may presume that certain persons are acting
in concert based upon, among other things, joint account relationships and the
fact that such persons have filed joint Schedules 13D with the SEC with respect
to other companies. The term "associate" of a person is defined in the Plan to
mean: (i) any corporation or organization (other than the Association or a
majority-owned subsidiary of the Association) of which such person is an officer
or partner or is, directly or indirectly, the beneficial owner of 10% or more of
any class of equity securities; (ii) any trust or other estate in which such
person has a substantial beneficial interest or as to which such person serves
as trustee or in a similar fiduciary capacity (excluding tax-qualified employee
plans); and (iii) any relative or spouse of such person, or any relative of such
spouse, who either has the same home as such person or who is a director or
officer of the Association or any of its parents or subsidiaries.
ALL SUBSCRIPTION RIGHTS FOR COMMON STOCK ARE NON-TRANSFERABLE AND WILL
EXPIRE AT __:__ __.M. LOCAL TIME ON ____________, 1996, UNLESS THE SUBSCRIPTION
OFFERING IS EXTENDED BY FIRST FEDERAL AND THE HOLDING COMPANY. The accompanying
stock order form and an executed certification, together with full payment for
all shares of Common Stock for which subscription is made, or appropriate
instructions authorizing withdrawal of such amount from one or more deposit
accounts at the Association, must be received by the Holding Company prior to
that time or any extension thereof. Under applicable federal regulations, all
shares of Common Stock must be sold in the Conversion within 45 days after the
completion of the Subscription and Community Offering, unless extended with OTS
approval.
If the Conversion is not approved by the members at the Special Meeting, no
shares will be issued, the Conversion will not take place, all subscription
funds received will be returned promptly with interest at the Association's
current passbook rate, and all withdrawal authorizations will be terminated. If
the aggregate Purchase Price of the Common Stock actually sold in the Conversion
is below $2,125,000 or above $3,306,250 (15% above the maximum of the Estimated
Valuation Range), or if the Offerings are extended beyond ________________,
1996, subscribers will be permitted to modify or cancel their subscriptions and
to have their subscription funds returned promptly with interest. In the event
of such an extension, each subscriber will be notified in writing of the time
period within which the subscriber must notify the Association of his intention
to maintain, modify or rescind his subscription. In the event the subscriber
does not respond in any manner to the Association's notice, the funds submitted
will be refunded to the subscriber with interest at ____% per annum, the
Association's current passbook rate, and/or the subscriber's withdrawal
authorizations will be terminated. See "The Conversion - Offering of Holding
Company Common Stock."
STOCK PRICING. The Purchase Price of the Common Stock in the Subscription,
Community and Syndicated Community Offerings is a uniform price for all
subscribers, including members of the Association's board of directors (the
"Board of Directors") and management. The aggregate Purchase Price is based upon
an independent appraisal of the aggregate pro forma market value of the Holding
Company and the Association as converted. The aggregate pro forma market value
was estimated by Ferguson & Co. LLP ("Ferguson"), an experienced conversion
appraisal firm independent of the Association, to range from $2,125,000 to
$2,875,000 at June 13, 1996. Depending upon the final updated valuation, the
number of shares to be issued is subject to a maximum of 330,625 shares (15%
above the maximum of the Estimated Valuation Range) and a minimum of 212,500
shares. THE APPRAISAL SHOULD NOT BE CONSIDERED A RECOMMENDATION AS TO THE
ADVISABILITY OF PURCHASING SHARES OF THE COMMON STOCK. IN PREPARING THE
APPRAISAL, FERGUSON ASSUMED THE ACCURACY AND COMPLETENESS OF THE FINANCIAL AND
STATISTICAL INFORMATION PROVIDED BY THE ASSOCIATION AND DID NOT INDEPENDENTLY
VALUE THE ASSOCIATION'S ASSETS AND LIABILITIES. The Board of Directors reviewed
the appraisal, including the methodology and the appropriateness of the
assumptions utilized by Ferguson, and determined that in its opinion the
appraisal was not unreasonable. See "The Conversion - Stock Pricing and Number
of Shares to be Issued" for a description of the manner in which such valuation
was made and the limitations on its use. Subject to regulatory approval, the
Estimated Valuation Range may be increased or decreased to reflect market and
financial conditions prior to the completion of the Conversion and may be
increased to permit an increase in the number
7
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<PAGE>
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of shares of Common Stock sold in the Conversion to cover any oversubscriptions
in the Offerings. The actual number of shares to be issued in the Conversion
will not be determined until completion of the Offerings. No resolicitation of
subscribers will be made and subscribers will not be permitted to modify or
cancel their subscriptions unless the gross proceeds from the sale of the Common
Stock are below the minimum of the Estimated Valuation Range or more than 15%
above the maximum of the Estimated Valuation Range. See "The Conversion - Stock
Pricing and Number of Shares to be Issued."
The Estimated Valuation Range is necessarily based upon estimates of a
number of matters (including certain assumptions as to expense factors affecting
the net proceeds from the sale of Common Stock in the Conversion and as to the
net earnings on such net proceeds), all of which are subject to change from time
to time. As a result, no assurance can be given that persons who purchase such
shares in the Conversion will be able to sell such shares thereafter at or above
the Purchase Price.
NON-TRANSFERABILITY OF SUBSCRIPTION RIGHTS. Prior to the completion of the
Conversion, federal regulations prohibit any person from transferring or
entering into any agreement or understanding to transfer the legal or beneficial
ownership of the Subscription Rights issued under the Plan or the shares of
Common Stock to be issued upon their exercise. Persons violating such
prohibition may lose their right to purchase stock in the Conversion and may be
subject to sanctions by the OTS. Each person exercising Subscription Rights
will be required to certify that a purchase of Common Stock is solely for the
purchaser's own account and that there is no agreement or understanding
regarding the sale or transfer of such shares. See "The Conversion -
Restrictions on Transferability."
USE OF PROCEEDS
The net proceeds from the sale of Common Stock in the Conversion are
estimated to be $1,775,000, $2,150,000, $2,525,000 and $2,956,000, respectively,
based on the minimum, midpoint, maximum and 15% above the maximum, of the
Estimated Valuation Range. See "Pro Forma Data." The Holding Company will
purchase all of the common stock of the Association to be issued upon Conversion
in exchange for 50% of the net proceeds from the issuance of the Common Stock
and will retain the remaining 50% of such net proceeds as its initial
capitalization (less funds loaned to the ESOP sufficient to purchase up to 8% of
shares sold in the Conversion). Subject to regulatory approval, the Holding
Company intends to lend a portion of the net proceeds to the ESOP to facilitate
its purchase of up to 8% of the Common Stock sold in the Conversion. Based upon
the issuance of shares at the minimum and maximum of the Estimated Valuation
Range, the loan to the ESOP to purchase 8% of the Common Stock would be $170,000
and $230,000, respectively. The Association intends to make contributions to the
ESOP in an amount to be determined by the Board of Directors, but not less than
the amount needed to pay any currently maturing obligations under the loan made
to the ESOP, subject to the Association's continuing compliance with OTS capital
requirements. These contributions would be allocated among all eligible
participants in proportion to their compensation. It is expected the ESOP will
purchase up to 8% of the total number of shares sold in the Conversion. See
"Management - Benefit Plans - Employee Stock Ownership Plan." The remaining net
proceeds retained by the Holding Company are anticipated to be initially
invested in short- and intermediate-term securities and will be available as
general working capital. Subject to compliance with OTS regulations, such funds
may also be used to repurchase the Common Stock. However, since the Holding
Company has not yet issued stock, there is currently insufficient information
upon which an intention to repurchase stock could be based. For information
regarding the possible purchase of stock to implement a restricted stock plan
following the Conversion, see "Use of Proceeds." The net proceeds to the
Association will become part of the Association's general funds and will be used
to support its lending and investment activities, subject to applicable
regulatory restrictions and may also be used for expansion. On an interim basis,
such proceeds will be invested primarily in short- and intermediate term
securities and will be available as general working capital.
PURCHASES BY DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of First Federal have indicated their
intention to purchase in the Conversion an aggregate of $_______ of Common Stock
(or ______ shares, or approximately ___%, ___%, ___% or ___%, respectively, of
the shares to be issued in the Conversion at the minimum, the midpoint, the
maximum and 15% above the maximum of the Estimated Valuation Range). There is
no formal agreement among the executive officers
8
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and directors and their affiliates regarding their purchases of Common Stock.
In addition, 8% of the shares issued in the Conversion are expected to be
purchased by the Association's ESOP. See "Management - Benefit Plans - Employee
Stock Ownership Plan."
BENEFITS OF CONVERSION TO DIRECTORS AND EXECUTIVE OFFICERS
EMPLOYMENT AGREEMENT. The Board of Directors of the Association intends to
enter into an employment agreement with Charles L. Galligan, President and Chief
Executive Officer of the Association and Betty Jean Parker, Treasurer and Chief
Financial Officer. It is anticipated that the agreements will provide for an
initial salary commensurate with Mr. Galligan's and Mrs. Parker's current salary
and will become effective upon completion of the Conversion. Under certain
circumstances, including a change in control, as defined in the employment
agreement, Mr. Galligan and Mrs. Parker will each be entitled to a severance
payment equal to 299% of their base amount of compensation, as defined.
Assuming a change in control occurred as of March 31, 1996, and such agreements
were in effect on such date, Mr. Galligan and Mrs. Parker would have received
approximately $_______ and $_______, respectively pursuant to each employment
agreement's change in control provision. See "Management - Benefit Plans -
Employment Agreement" for a more detailed description of these agreements.
EMPLOYEE STOCK OWNERSHIP PLAN. The Board of Directors of the Association
has adopted an ESOP, a tax-qualified employee benefit plan for officers and
employees of the Holding Company and the Association. The ESOP intends to buy up
to 8% of the Common Stock issued in the Conversion (approximately $170,000 to
$230,000 of the Common Stock based on the issuance of the minimum (212,500
shares) and the maximum (287,500 shares) of the Estimated Valuation Range and
the $10.00 per share Purchase Price). The ESOP will purchase the shares with
funds borrowed from the Holding Company, and it is anticipated that the ESOP
will repay the loan through periodic tax-deductible contributions from the
Association over a ten-year period. These contributions will increase the
compensation expense of the Association. The Association's contributions to the
ESOP will be allocated among participants on the basis of their compensation.
See "Management - Benefit Plans - Employee Stock Ownership Plan" for a
description of this plan.
STOCK OPTION PLAN. Following consummation of the Conversion, the Holding
Company intends to adopt a stock option plan for the benefit of the directors,
officers and employees of the Holding Company and the Association (the "Stock
Option Plan"), pursuant to which the Holding Company intends to reserve a number
of shares of Common Stock equal to an aggregate of 10% of the Common Stock
issued in the Conversion (28,750 shares at the maximum of the Estimated
Valuation Range) for issuance pursuant to stock options and stock appreciation
rights. Under applicable regulations if the Stock Option Plan is submitted to
and approved by the stockholders of the Holding Company within one year after
completion of the Conversion, no more than 30% of the shares available under the
Stock Option Plan could be granted to non-employee directors and the
Association's director emeritus. Under such circumstances, it is expected that
each non-employee director and director emeritus will receive an option for the
same number of shares, in which event options for a total of approximately 1,437
shares would be granted to each director and director emeritus if the amount of
Common Stock sold in the Conversion is equal to the maximum of the Estimated
Valuation Range. In addition, it is currently expected that stock options will
be granted to Mr. Galligan and to other officers of the Association, although no
determination has been made at this time as to the amount of such stock options.
The Stock Option Plan will provide that no officer would be able to receive a
stock option for more than 25% of the shares available under the Stock Option
Plan, or 7,187 shares if the amount of Common Stock sold in the Conversion is
equal to the maximum of the Estimated Valuation Range. The Holding Company
currently anticipates that it will not implement the Stock Option Plan until
after one year following the Conversion, although it reserves the right to do so
as early as six months following the Conversion. See "Management of the Company-
- -Benefits--Stock Option Plan."
RECOGNITION AND RETENTION PLAN. Following consummation of the Conversion,
the Holding Company intends to adopt a recognition and retention plan for the
benefit of the directors, officers and employees of the Holding Company and the
Association (the "RRP"). It is expected that the RRP will be submitted to
stockholders for approval at the same time as the Stock Option Plan. Upon the
receipt of such approval, the RRP is expected to purchase a number of shares of
Common Stock either from the Holding Company or in the open market equal to an
aggregate of 4% of the Common Stock issued in the Conversion (11,500 shares at
the maximum of the Estimated Valuation Range). Under applicable
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regulations if the RRP is submitted to and approved by the stockholders of the
Holding Company within one year after completion of the Conversion, no more than
30% of the shares available under the RRP could be granted to non-employee
directors and the Association's director emeritus. Under such circumstances
each non-employee director and director emeritus would receive an award for the
same number of shares, in which event awards of 575 shares would be granted to
each such individual if the amount of common stock sold in the Conversion is
equal to the maximum of the Estimated Value Range. It is currently expected that
awards will be granted to Mr. Galligan and Ms. Parker, although no determination
has been made at this time as to the amount of such awards. The RRP provides
that no officer would be able to receive an award for more than 25% of the
shares available under the RRP, or 2,875 shares if the amount of Common Stock
sold in the Conversion is equal to the maximum of the Estimated Valuation Range.
DIVIDENDS
Subject to regulatory and other considerations, the Holding Company intends
to establish a dividend policy at an initial rate of $.30 per share per annum
(or 3.0% based upon the initial offering price of $10 per share), payable semi-
annually in December and June of each year. In addition, the Holding Company may
determine from time to time to pay a special nonrecurring cash dividend as
circumstances warrant. The payment of dividends will be subject to determination
and declaration by the Board of Directors in its discretion, which will take
into account the Holding Company's consolidated financial condition and results
of operations, tax considerations, industry standards, economic conditions,
regulatory restrictions on dividend payments by the Association to the Holding
Company, general business practices and other factors. See "Dividends,"
"Regulation - Regulatory Capital Requirements" and "Regulation - Limitations on
Dividends and Other Capital Distributions."
MARKET FOR COMMON STOCK
The Holding Company has never issued capital stock to the public and due to
the relatively small size of the Offering, it is unlikely that an active and
liquid trading market will develop or be maintained. The Holding Company will
request that Trident undertake to match offers to buy and sell the Conversion
Stock and Trident intends to list the Common Stock over the counter through the
National Daily Quotation System "Pink Sheets" published by the National
Quotation Bureau, Inc. However, purchasers of Common Stock should have a long
term investment intent and recognize that the absence of an active and liquid
trading market may make it difficult to sell the Common Stock, and may have an
adverse effect on the price. See "Illiquid Market for the Common Stock" and
"Market for Common Stock."
RISK FACTORS
See "Risk Factors" for a discussion regarding certain risks that should be
considered by prospective investors.
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<PAGE>
SELECTED FINANCIAL INFORMATION AND OTHER DATA
Set forth below are selected financial and other data of the Association.
The selected financial and other data does not purport to be complete and is
qualified in its entirety by reference to the detailed information and Financial
Statements and Notes thereto presented elsewhere in this Prospectus. The
Selected Financial Information and Other Data at and for the three months ended
March 31, 1996 are derived from unaudited financial statements. However, in the
opinion of management, all adjustments (consisting only of normal recurring
accruals) necessary for a fair presentation at such dates and for such periods
have been made. The results of operations for the three months ended March 31,
1996, are not necessarily indicative of results that may be expected for a full
fiscal year.
<TABLE>
<CAPTION>
At March 31, At December 31,
-------------------------
1996 1995 1994
---------------- ---------- ----------
(In Thousands)
<S> <C> <C> <C>
SELECTED FINANCIAL CONDITION DATA:
Total assets...................................... $ 29,605 $ 28,858 $ 26,916
Cash and cash equivalents......................... 2,226 1,363 1,392
Loans receivable, net
Real estate..................................... 9,344 9,315 9,807
Consumer and other.............................. 1,962 1,916 1,659
Mortgage-backed and related securities............ 15,195 15,391 13,257
FHLB stock........................................ 259 260 248
Deposits.......................................... 27,283 26,583 24,523
FHLB advances..................................... -- -- 500
Retained earnings, substantially restricted....... 2,103 2,059 1,669
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 31, December 31,
------------------------------- -----------------------------
1996 1995 1995 1994
------------- ------------- ------------- ------------
(In Thousands)
<S> <C> <C> <C> <C>
SELECTED OPERATING DATA:
Interest income........................................ $ 524 $ 459 $ 2,004 $ 1,757
Interest expense....................................... 297 229 1,078 804
----------- ----------- ----------- ----------
Net interest income.................................. 227 230 926 953
Provision (recovery) for loan losses................... (9) (8) (21) 2
----------- ----------- ----------- ----------
Net interest income after provision (recovery)
for loan losses................................... 236 238 947 951
----------- ----------- ----------- ----------
Total non-interest income.............................. 53 53 241 181
----------- ----------- ----------- ----------
Total non-interest expense............................. 211 187 747 753
----------- ----------- ----------- ----------
Income before income taxes..................... 78 104 441 379
Income tax expense..................................... 28 37 151 137
----------- ----------- ----------- ----------
Net income..................................... 50 67 290 242
=========== =========== =========== ==========
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
At or For the At or For the
Three Months Ended Years Ended
March 31, December 31,
---------------------------- --------------------------
1996 1995 1995 1994
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
KEY FINANCIAL RATIOS AND OTHER DATA:
PERFORMANCE RATIOS:
Return on average assets (net income divided
by average total assets)............................... 0.68% 0.96% 1.00% 0.91%
Return on average equity (net income divided
by average equity)..................................... 9.32% 15.72% 13.98% 14.17%
Net interest rate spread (difference between
average yield on interest earning assets and
average cost of interest bearing liabilities).......... 2.93% 3.21% 3.05% 3.48%
Net interest margin (net interest income as a
percentage of average interest earning assets)......... 3.20% 3.40% 3.31% 3.68%
Net interest income to non-interest expense.............. 107.59% 123.00% 123.97% 126.56%
Average interest-earning assets to average
interest-bearing liabilities........................... 106.38% 105.32% 106.59% 106.30%
Net interest income after provision (recovery)
for loan losses, to total non-interest expenses........ 111.85% 127.28% 126.78% 126.30%
Non-interest expense to average assets................... 2.88% 2.68% 2.58% 2.81%
ASSET QUALITY RATIOS:
Non-performing loans to total loans...................... 0.67% 0.59% 1.44% 0.54%
Non-performing assets to total assets.................... 0.39% 0.40% 0.69% 0.50%
Allowance for loan losses to non-performing loans........ 412.00% 491.18% 196.90% 529.04%
Allowance for loan losses to non-performing assets....... 271.05% 298.22% 158.50% 306.54%
CAPITAL RATIOS:
Equity to assets at period end........................... 7.11% 6.45% 7.14% 6.20%
Retained earnings to average assets ratio
(Average retained earnings divided by
average total assets).................................. 7.39% 6.22% 7.34% 6.57%
OTHER DATA:
Number of full-service offices........................... 1 1 1 1
</TABLE>
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<PAGE>
RISK FACTORS
The following factors, in addition to those discussed elsewhere in this
Prospectus, should be considered by investors before deciding whether to
purchase the Common Stock offered in the Conversion.
RECAPITALIZATION OF SAIF, ITS IMPACT ON SAIF PREMIUMS AND POSSIBLE ONE-TIME
RECAPITALIZATION FEE
As a SAIF-insured institution, the Association is subject to insurance
assessments imposed by the FDIC. Effective January 1, 1993, the FDIC replaced
its uniform assessment rate with a transitional risk-based assessment schedule
issued by the FDIC, which imposes assessments ranging from 23 cents to 31 cents
per $100 of domestic deposits. The actual assessment to be paid by each SAIF
member is based on the institution's assessment risk classification, which is
based on whether the institution is considered "well capitalized," "adequately
capitalized" or "undercapitalized" (as such terms have been defined in federal
regulations), and whether such institution is considered by its supervisory
agency to be financially sound or to have supervisory concerns. The FDIC also
may impose special assessments on SAIF members to repay amounts borrowed from
the U.S. Treasury or for any other reason deemed necessary by the FDIC. The
assessment rate on deposits could further increase over a 15-year period.
Financial institutions such as the Association which are members of the
SAIF, are required to pay higher deposit insurance premiums than financial
institutions which are members of the BIF, primarily commercial banks, because
the BIF has higher reserves than the SAIF and has been responsible for fewer
troubled institutions. The FDIC Board of Directors has recently approved a new
risk-based premium schedule that will reduce assessment rates for commercial
banks, will leave assessment rates for financial institutions such as the
Association at current levels, and will increase the disparity between SAIF and
BIF assessments. Assessments for BIF members in the lower risk category are now
only $2,000. The Association paid deposit insurance premiums of $58,000 and
$62,000 in fiscal 1995 and 1994, respectively. In announcing this rule, the FDIC
noted that the premium differential may have adverse consequences for SAIF
members, including reduced earnings and an impaired ability to raise funds in
the capital markets. In addition, SAIF members, such as the Association, could
be placed at a substantial competitive disadvantage to BIF members with respect
to pricing of loans and deposits and the ability to achieve lower operating
costs. Several alternatives to mitigate the effect of the BIF/SAIF premium
disparity have been suggested by the federal banking regulators, by members of
Congress and by industry groups.
Legislation supported by the thrift industry has been introduced in the
United States Congress providing for a one-time fee for SAIF members only equal
to approximately 85 cents per $100 of domestic deposits. If enacted by Congress,
the premium would have the effect of immediately reducing the capital of SAIF-
member institutions by the amount of the fee. It is anticipated that SAIF-member
institutions would not be allowed to amortize the expense of the one-time fee
over a period of years. Based upon the Association's deposits as of March 31,
1996, the proposed one-time fee would equal approximately $232,000. A
significant increase in SAIF insurance premiums or a significant one-time fee to
recapitalize the SAIF would likely have an adverse effect on the operating
expenses and results of operations of the Association. Management cannot predict
whether the legislation will be enacted or, if enacted, the amount of any one-
time fee or whether ongoing SAIF premiums will be reduced to a level equal to
that of BIF premiums.
PENDING LEGISLATION REGARDING BAD DEBT RESERVES
Under the Internal Revenue Code, thrift institutions such as the
Association, which meet certain definitional tests primarily relating to their
assets and the nature of their business, are permitted to establish a tax
reserve for bad debts and to make annual additions thereto, which additions may,
within specified limitations, be deducted in arriving at their taxable income.
The Association's deduction with respect to "qualifying loans," which are
generally loans secured by certain interests in real property, may currently be
computed using an amount based on the Association's actual loss experience (the
"Experience Method"), or a percentage equal to 8.0% of the Association's taxable
income (the "PTI Method"), computed without regard to this deduction and with
additional modifications and reduced by the amount of any permitted addition to
the non-qualifying reserve. See "Federal and State Taxation--Federal Taxation--
Tax Bad Debt Reserves."
Under pending legislative proposals, the PTI Method would be repealed and
the Association would be permitted to use only the Experience Method of
computing additions to its bad debt reserve. In addition, the Association would
be required to recapture (i.e., take into income) over a multi-year period the
excess of the balance of its bad debt reserves
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<PAGE>
as of December 31, 1996 over the greater of (a) the balance of such reserves as
of December 31, 1988 or (b) an amount that would have been the balance of such
reserves as of December 31, 1996 had the Association always commuted the
addition to its reserves using the experience method. However, under the
proposed legislation, such recapture requirements would be suspended for each of
two successive taxable years beginning January 1, 1997 if the principal amount
of residential loans made by the Association during each such year is not less
than the average of the principal amounts of such loans made by the Association
during its six taxable years preceding January 1, 1996. (In calculating the
average principal amount of loans made each year, the years with the highest and
the lowest principal amount of loans may be eliminated from the calculation if
the Association so elects). Under present law, the Association would be required
to recapture its entire bad debt reserves and not only the excess over the
December 31, 1988 balance of its reserves, and there would be no two-year
suspension of the recapture. There can be no assurance that the legislative
proposals discussed above will become law or if they become law that they will
not be materially amended.
EFFECT ON OPERATIONS OF LOCAL ECONOMY
The Association's primary market area consists of Allen Parish and the
surrounding parishes in Louisiana. The economy of the Association's market area
has historically been based on farming and the paper and wood industries. Major
employers in the area include the Federal Bureau of Prisons, Boise Cascade
Corporation, Arizona Chemical, Grand Casino and the state and local government.
The economy in the Association's market area has not experienced any significant
growth in recent years and is dependent, to some extent, on a small number of
major industrial employers. See "Business -- Market Area and Competition." The
Association anticipates that future expansion of its business in its current
market area will be limited.
INTEREST RATE RISK EXPOSURE
The Association's profitability, like that of most financial institutions,
is dependent to a large extent upon its net interest income, which is the
difference between its interest income on interest-earning assets, such as loans
and investments, and its interest expense on interest-bearing liabilities, such
as deposits and borrowings. Like other savings associations, the Association's
earnings are affected by changes in market interest rates and other economic
factors beyond its control. Changes in the level of interest rates also affect
the amount of loans originated by the Association and, thus, the amount of loan
and commitment fees, as well as the market value of the Association's interest-
earning assets. Moreover, increases in interest rates also can result in
disintermediation, which is the flow of funds away from savings institutions
into direct investments, such as corporate securities and other investment
vehicles, which because of the absence of federal insurance premiums and reserve
requirements, may yield higher rates of return than savings institutions. To
better control the volatility of earnings the Association has sought to improve
the match between asset and liability maturities and rates by originating ARM
loans, limiting the maturity of its fixed rate loans to 15 years or less, and
originating consumer and other loans which are of shorter duration, and
typically have a higher yield, than mortgage loans.
Because the Association has had limited lending opportunities within its
market area, it has invested a significant percentage of its assets in mortgage-
backed securities. At March 31, 1996, $15.2 million, or 51.3% of its total
assets were invested in mortgage-backed securities. Mortgage-backed securities
typically earn lower yields than one-to four-family loans resulting in less
interest income and narrower interest rate spreads than could be obtained if
such assets were invested in one- to four-family loans. The Association has
primarily invested in adjustable rate mortgage-backed securities with scheduled
maturities of ten years or more. While such mortgage-backed securities typically
have higher yields than shorter term securities, longer term mortgage-backed
securities are more sensitive to changes in interest rates. At March 31, 1996,
$2.8 million of the Association's mortgage-backed securities were classified as
available for sale. The Association has attempted to increase its interest
income by increasing its origination of consumer and other loans. Consumer and
other loans increased to $2.2 million, or 19.6% of the Association's gross loan
portfolio at March 31, 1996 from $1.8 million, or 15.3% of the Association's
gross loan portfolio at December 31, 1994. See "-- Limited Lending Opportunities
in Market Area."
The Association's primary source of funds consists of deposits. At March
31, 1996, total deposits were $27.3 million, and of this amount $16.3 million,
or 59.9%, consisted of certificates of deposit with maturities of less than one
year. Certificates of deposit generally are costlier and a more volatile source
of funds than transaction accounts. In a rising interest rate environment,
certificates of deposit will reprice at a higher cost to the Association than
transaction
14
<PAGE>
accounts, and such certificates of deposit are more likely to be invested in
other investments than are transaction accounts. Notwithstanding the foregoing,
the Association believes that most of its certificates of deposit accounts will
remain at the Association upon maturity. The Association does not accept
brokered deposits.
LIMITED LENDING OPPORTUNITIES IN MARKET AREA
Due primarily to the economic factors discussed above, the Association has
had limited residential mortgage lending opportunities in its local market area.
As a result, the Association has not been able to originate loans in the volume
desired and consequently it has supplemented its investment in loans through the
purchase of mortgage-backed securities. At March 31, 1996, the Association's
loans receivable, net amounted to $11.3 million, or 38.2%, of total assets,
while the Association's investment in mortgage-backed securities totaled $15.2
million, or 51.3% of total assets. While mortgage-backed securities generally
increase the quality of the Association's assets by virtue of the guarantees
supporting them, and while lower overhead costs are associated with maintaining
a mortgage-backed securities portfolio as compared to a loan portfolio,
mortgage-backed securities typically earn lower yields than single-family,
residential mortgage loans. The Association's need to purchase mortgage-backed
securities due to the lack of lending opportunities has caused the Association's
interest rate spread to be below that of savings institutions with more
significant loan originations relative to their asset size. At March 31, 1996,
the Association's yield on its mortgage loans was 9.12% compared to a yield of
6.40% on its mortgage-backed securities. The Association has sought to improve
its yield from mortgage-backed securities by investing in mortgage-backed
securities with maturities of 10 years or more. The Association will attempt to
increase lending opportunities by emphasizing commercial real estate and
consumer lending; however, because of the limited lending opportunities in its
local market area, the Association anticipates that the net proceeds of the
Conversion initially will be invested in short term and intermediate term
securities and mortgage-backed securities. Consequently, in the short term the
Association will have difficulty in improving its interest rate spread which
could suppress earnings and thus the return on equity to stockholders. See
"Business -- Market Area and Competition," "--Lending Activities" and "--
Investment Activities."
POTENTIAL LOW RETURN ON EQUITY FOLLOWING CONVERSION
At December 31, 1995, the Association's ratio of equity to assets was
7.14%. The Holding Company's equity position will be significantly increased as
a result of the Conversion. On a pro forma basis as of March 31, 1996, assuming
the sale of Common Stock at the midpoint of the Estimated Price Range, the
Holding Company's ratio of equity to assets would be 9.41%. The Holding
Company's ability to leverage this capital will be significantly affected by
industry competition for loans and deposits. The Holding Company currently
anticipates that it will take time to prudently deploy such capital. As a
result, the Holding Company's return on equity initially is expected to be below
the industry average after the Conversion, and no assurance can be given that
the Holding Company's return on equity will achieve the industry average level
at any time in the future.
TAKEOVER DEFENSIVE PROVISIONS
HOLDING COMPANY AND ASSOCIATION GOVERNING INSTRUMENTS. Certain provisions
of the Holding Company's Certificate of Incorporation and Bylaws assist the
Holding Company in maintaining its status as an independent publicly owned
corporation. These provisions provide for, among other things, limiting voting
rights of beneficial owners of more than 10% of the Common Stock, staggered
terms for directors, noncumulative voting for directors, limits on the calling
of special meetings, a fair price/supermajority vote requirement for certain
business combinations and certain notice requirements. The 10% vote limitation
would not affect the ability of an individual who is not the beneficial owner of
more than 10% of the Common Stock to solicit revocable proxies in a public
solicitation for proxies for a particular meeting of stockholders and to vote
such proxies. In addition, provisions in the Association's federal stock Charter
that have an anti-takeover effect could also be applicable to changes in control
of the Holding Company as the sole shareholder of the Association. The
Association's Charter includes a provision applicable for five years which
prohibits acquisitions and offers to acquire, directly or indirectly, the
beneficial ownership of more than 10% of the Association's securities. Any
person violating this restriction may not vote the Association's securities in
excess of 10%. Any or all of these provisions may discourage potential proxy
contests and other takeover attempts, particularly those which have not been
negotiated with the Board of Directors. In addition, the Holding Company's
Certificate of Incorporation also authorizes preferred stock with terms to be
established by the Board of Directors which may rank prior to the Common Stock
as to dividend rights, liquidation preferences, or both, may have full or
limited voting rights and may have a dilutive effect on the ownership interests
of holders of the Common Stock. The Board of Directors of the
15
<PAGE>
Holding Company has the ability to waive certain restrictions on acquisition,
provided that the acquisition is approved in advance by a majority of the
disinterested Board of Directors. See "Restrictions on Acquisitions of Stock
and Related Takeover Defensive Provisions."
REGULATORY AND STATUTORY PROVISIONS. Federal regulations prohibit, for a
period of three years following the completion of the Conversion, any person
from offering to acquire or acquiring the beneficial ownership of more than 10%
of the stock of a converted savings institution or its holding company without
prior OTS approval. Federal law also requires OTS approval prior to the
acquisition of "control" (as defined in OTS regulations) of an insured
institution, including a holding company thereof. See "Restrictions on
Acquisitions of Stock and Related Takeover Defensive Provisions."
EMPLOYMENT AGREEMENTS AND OTHER BENEFIT PLANS; VOTING CONTROL OF DIRECTORS
AND EXECUTIVE OFFICERS AND POSSIBLE DILUTIVE EFFECTS. The employment
agreements, the proposed Stock Option Plan and the proposed RRP also contain
provisions that could have the effect of discouraging takeover attempts of the
Holding Company.
The Association intends to enter into an employment contract with Charles
L. Galligan, the Association's President and Chief Executive Officer and Betty
Jean Parker, Treasurer and Chief Financial Officer. These employment agreements
provide for payments equal to 299%, respectively, of each employee's base
compensation in the event that his or her employment is involuntarily terminated
as a result of a change in control of the Holding Company or the Association.
These provisions may have the effect of increasing the cost of, and thereby
discouraging, a future attempt to takeover the Holding Company or the
Association. See "Management - Employment Agreements."
Additionally, if the Holding Company issues additional shares pursuant to
the proposed Stock Option Plan and RRP (as opposed to funding such plans with
shares subsequently reacquired and held as treasury shares) the percentage of
ownership of the Holding Company of those persons purchasing Common Stock in the
Conversion will be diluted. Assuming exercise of all options available under the
Stock Option Plan, the interest of stockholders will be diluted by approximately
9.9%. The award of all shares available under the RRP will dilute the interests
of stockholders by approximately 3.8%. See "Pro Forma Data," "Management -
Benefit Plans - Stock Option and Incentive Plan," and "- Recognition and
Retention Plan" and "Restrictions on Acquisitions of Stock and Related Takeover
Defensive Provisions." For financial accounting purposes, grants under the
proposed RRP will result in the recording of compensation expense over the
period of vesting. See "Pro Forma Data."
The directors and executive officers of the Association are expected to
purchase an aggregate of approximately $_______ or approximately ___% of the
shares offered in the Conversion at the maximum of the Estimate Valuation Range,
or ___% at 15% above the maximum of the Estimated Valuation Range, or ___% of
the shares offered in the Conversion at the minimum of the Estimated Valuation
Range. Directors and executive officers will also receive awards under the
proposed Stock Option Plan and the proposed RRP. Assuming the purchase of
$_______ of Common Stock in the Conversion by directors and executive officers
in the aggregate (___ persons), the full vesting of the restricted stock to be
awarded under the proposed RRP and the exercise of all options to be awarded
under the proposed Stock Option Plan in connection with the Conversion and
approval of the Stock Option Plan and the RRP by the stockholders, the shares
owned by the directors and executive officers in the aggregate would amount from
approximately ____% (at 15% above the maximum of the Estimated Valuation Range)
to ____% (at the minimum of the Estimated Valuation Range) of the outstanding
shares. In addition, the ESOP is expected to purchase 8% of the shares sold in
the Conversion. This stock ownership, if voted as a block, could defeat takeover
attempts favored by other stockholders. See "Management - Benefit Plans -
Employee Stock Ownership Plan."
ESOP COMPENSATION EXPENSE
In November, 1993, the American Institute of Certified Public Accountants
("AICPA") Accounting Standards Executive Committee issued Statement of Position
93-6 Employers' Accounting for Employee Stock Ownership Plans ("SOP 93-6"). SOP
93-6 requires an employer to record compensation expense in an amount equal to
the fair value of shares committed to be released to employees from an employee
stock ownership plan. Assuming shares of Common Stock appreciate in value over
time, the adoption of SOP 93-6 will increase compensation expense relating to
the ESOP to be established in connection with the Conversion as compared with
prior guidance which required the recognition of compensation expense based on
the cost of shares acquired by the ESOP. It is impossible to determine at this
time the
16
<PAGE>
extent of such impact on future net income. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Impact of New
Accounting Standards."
COMPETITION
The Association experiences strong competition in its local market area in
both originating loans and attracting deposits. This competition arises
principally from commercial banks, savings institutions and credit unions. See
"Business - Lending Activities" and "- Competition."
RISK OF DELAYED OFFERING
The Subscription Offering will expire at 12:00 noon, local time on
September __, 1996 unless extended by the Association and the Holding Company.
If the Offerings are extended beyond November __, 1996, all subscribers will
have the right to modify or rescind their subscriptions and to have their
subscription funds returned with interest. There can be no assurance that the
Offerings will not be extended as set forth above.
A material delay in the completion of the sale of all unsubscribed shares
in the Community or Syndicated Community Offering may result in a significant
increase in the costs in completing the Conversion. Significant changes in First
Federal's operations and financial condition, the aggregate market value of the
shares to be issued in the Conversion and general market conditions may occur
during such material delay. In the event the Conversion is not consummated
within 24 months after the date of the Special Meeting, OTS regulations would
require First Federal to charge deferred Conversion costs to then-current period
operations. See "The Conversion - Risk of Delayed Offering."
ABSENCE OF MARKET FOR THE COMMON STOCK
The Holding Company and the Association have never issued capital stock.
Consequently, there is no existing market for the Common Stock. The Holding
Company has requested that Trident undertake to match offers to buy and offers
to sell the Common Stock and that Trident list the Common Stock over-the-counter
through the National Daily Quotation System "Pink Sheets" published by the
National Quotation Bureau, Inc., and Trident has agreed to do so. The Holding
Company's Common Stock's trading symbol will be "_____." The development of a
liquid public trading market depends upon the existence of willing buyers and
sellers, the presence of which is not within the control of the Holding Company,
the Association or any market maker. It is unlikely that an active and liquid
trading market for the Common Stock will develop due to the relatively small
size of the Offerings and the small number of stockholders expected following
the Conversion. Accordingly, purchasers should consider the illiquid, long-term
nature of an investment in the Common Stock. Furthermore, there can be no
assurance that purchasers will be able to sell their shares at or above the
Purchase Price. See "Market for Common Stock."
POSSIBLE CONSEQUENCES OF AMENDMENT TO PLAN OF CONVERSION
The Plan of Conversion provides that, if deemed necessary or desirable by
the Boards of Directors of the Association and the Holding Company, the Plan of
Conversion may be substantively amended (including an amendment to eliminate the
formation of the holding company as part of the Conversion) by a two-thirds vote
of the respective Boards of Directors of the Association and the Holding
Company, as a result of comments from regulatory authorities or otherwise, at
any time with the concurrence of the OTS. Moreover, if the Plan of Conversion is
amended, subscriptions which have been received prior to such amendment will not
be refunded unless otherwise required by the OTS. If the Plan of Conversion is
amended in a manner that is deemed to be material to the subscribers by the
Holding Company, the Association and the OTS, such subscriptions will be
resolicited. No such amendments are currently contemplated, although the
Association reserves the right to increase or decrease purchase limitations. See
"The Conversion - Approval, Interpretation, Amendment and Termination."
17
<PAGE>
PRO FORMA REGULATORY CAPITAL
Set forth below is a summary of the Association's compliance with the
regulatory capital standards as of March 31, 1996, on an historical and a pro
forma basis assuming that the indicated number of shares were sold as of such
date.
<TABLE>
<CAPTION>
Pro Forma Based Upon Sale of
-------------------------------------------------------------------
212,500 Shares 250,000 Shares
(Minimum of Estimated (Midpoint of Estimated
Historical Valuation Range) Valuation Range)
--------------------------- ----------------- ---------------- ------------ -----------------
Amount Percent/(1)/ Amount/(2)/ Percent/(1)(2)/ Amount/(2)/ Percent/(1)(2)/
---------- --------------- ----------------- ---------------- ------------ -----------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Capital under generally
accepted accounting
principles..................... $ 2,103 7.10% $ 2,736 9.00% $ 2,878 9.41%
========= ========== =========== ========== ========= =======
Tangible capital/(2)/........... $ 2,114 7.14% $ 2,747 9.03% $ 2,889 9.44%
Tangible capital
requirement/(5)/............... 444 1.50 456 1.50 459 1.50
--------- ---------- ----------- ---------- --------- -------
Excess........................ $ 1,670 5.64% $ 2,291 7.53% $ 2,430 7.94%
========= ========== =========== ========== ========= =======
Core capital/(2)/............... $ 2,114 7.14% $ 2,747 9.03% $ 2,889 9.44%
Core capital requirement/(3)(5)/ 888 3.00 913 3.00 918 3.00
--------- ---------- ----------- ---------- --------- -------
Excess........................ $ 1,226 4.14% $ 1,834 6.03% $ 1,971 6.44%
========= ========== =========== ========== ========= =======
Risk-based capital/(2)(4)/...... $ 2,238 19.70% $ 2,871 24.91% $ 3,013 26.07%
Risk-based capital
requirement/(5)(6)/............ 909 8.00 922 8.00 925 8.00
--------- ---------- ----------- ---------- --------- -------
Excess........................ $ 1,329 11.70% $ 1,949 16.91% $ 2,088 18.07%
========= ========== =========== ========== ========= =======
<CAPTION>
Pro Forma Based Upon Sale of
----------------------------------------------------------------------
330,625 Shares
287,500 Shares (15% Above the
(Maximum of Estimated Maximum of Estimated
Valuation Range) Valuation Range)
-------------------------------- --------------------------------
Amount/(2)/ Percent/(1)(2)/ Amount/(2)/ Percent/(1)(2)/
-------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C>
Capital under generally
accepted accounting
principles..................... $ 3,021 9.82% $ 3,185 10.29%
========== ======= ========== =======
Tangible capital/(2)/........... $ 3,032 9.86% $ 3,196 10.32%
Tangible capital
requirement/(5)/............... 461 1.50 464 1.50
---------- ------- ---------- -------
Excess........................ $ 2,571 8.36% $ 2,732 8.82%
========== ======= ========== =======
Core capital/(2)/............... $ 3,032 9.86% $ 3,196 10.32%
Core capital requirement/(3)(5)/ 923 3.00 929 3.00
---------- ------- ---------- -------
Excess........................ $ 2,109 6.86% $ 2,267 7.32%
========== ======= ========== =======
Risk-based capital/(2)(4)/...... $ 3,156 27.22% $ 3,320 28.54%
Risk-based capital
requirement/(5)(6)/............ 927 8.00 931 8.00
---------- ------- ---------- -------
Excess........................ $ 2,229 19.22% $ 2,389 20.54%
========== ======= ========== =======
</TABLE>
___________________________
/(1)/ Tangible and core capital levels are shown as a percentage of total
adjusted assets; risk-based capital levels are shown as a percentage of
risk-weighted assets.
/(2)/ Assumes retention by the Holding Company of 50% of the net Conversion
proceeds (less the amount of the loan made to the ESOP from the Holding
Company's portion of the net Conversion proceeds). The remaining 50% of
the net Conversion proceeds will be provided to the Association. For
regulatory capital purposes, the Association's capital will be reduced by
the anticipated purchases by the ESOP of 8% of the shares of Common Stock
sold in the Conversion and the proposed issuance of 4% of the shares of
Common Stock sold in the Conversion for the RRP. For purposes of
calculating regulatory capital, the valuation allowance applicable to the
write-down of investments and mortgage-backed securities in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 115 has been
excluded from capital. See Note 18 of Notes to Financial Statements.
/(3)/ In April 1991, the OTS proposed a core capital requirement for savings
associations comparable to the requirement for national banks that became
effective December 31, 1990. The proposal calls for an OTS core capital
requirement of at least 3% of total adjusted assets for thrifts that
receive the highest supervisory rating for safety and soundness, with a 4%
to 5% core capital requirement for all other thrifts. If adopted as
proposed, management would expect the Association to be subject to a 4% to
5% core capital requirement. See "Regulation -Regulatory Capital
Requirements."
/(4)/ Includes $143,000 of general valuation allowances, all of which qualifies
as supplementary capital. See "Regulation - Regulatory Capital
Requirements."
/(5)/ Assumes investment of net proceeds in U.S. Government agency securities
which have a 20% risk weight.
/(6)/ The OTS utilizes a net market value methodology to measure the interest
rate risk exposure of savings associations. Effective March 31, 1996,
institutions with more than normal interest rate risk, as defined by OTS
regulations, are required to make a deduction from capital equal to 50% of
its interest rate risk exposure multiplied by the present value of its
assets. Based upon this methodology, at March 31, 1996, the latest date
for which such information is available, the Association's interest rate
risk exposure to a 200 basis point increase in interest rates was
considered "normal" under this regulation. Further, since the Association
has assets of less than $300 million and a total risk-based capital ratio
in excess of 12%, it is exempt from this requirement unless the OTS
determines otherwise. See "Regulation - Regulatory Capital Requirements."
18
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
The Association is a federally chartered mutual savings and loan
association headquartered in Oakdale, Louisiana. First Federal was originally
chartered in 1962. Its deposits are insured up to the maximum allowable amount
by the Savings Association Insurance Fund ("SAIF") of the Federal Deposit
Insurance Corporation (the "FDIC"). Through its office in Oakdale, First Federal
serves communities located in Allen Parish and in the surrounding parishes in
the State of Louisiana. At March 31, 1996, First Federal had total assets of
$29.6 million, deposits of $27.3 million and retained earnings of $2.1 million.
First Federal has been, and intends to continue to be, a community-oriented
financial institution offering selected financial services to meet the needs of
the communities it serves. The Association attracts deposits from the general
public and historically has used such deposits, together with other funds, to
originate loans secured by real estate, including one- to four-family
residential mortgage loans, commercial real estate loans, land loans,
construction loans and loans secured by other properties. At March 31, 1996,
86.1% of the Association's gross loan portfolio consisted of loans secured by
real estate. The Association also originates consumer and other loans consisting
primarily of loans secured by automobiles, manufactured homes, share loans and
lines of credit. At March 31, 1996, consumer and other loans constituted 19.6%
of the Association's gross loan portfolio. See "Business -Lending Activities."
In order to supplement its loan originations, the Association has invested a
significant portion of its assets in mortgage-backed securities, which are
insured or guaranteed by federal agencies, as well as other investments. At
March 31, 1996, the Association's mortgage-backed securities portfolio totaled
$15.2 million, or 51.3% of total assets. See "Business -Investment Activities."
The Association funds its lending and investment activities primarily from
deposits received, repayment of principal and interest on its loans and
mortgage-backed securities and borrowings from the FHLB. See "Business--Sources
of Funds."
First Federal's office is located at 222 South 10th Street, Oakdale,
Louisiana 71463. Its telephone number at that address is (318) 335-2031.
FIRST ALLEN PARISH BANCORP, INC.
First Allen Parish Bancorp, Inc. was recently organized by First Federal
for the purpose of acquiring all of the outstanding capital stock of First
Federal to be issued in the Conversion. Immediately following the Conversion,
the only significant assets of the Holding Company will be the capital stock of
the Association, the note evidencing its loan to fund the Association's Employee
Stock Ownership Plan ("ESOP") and 50% of the net proceeds from the Conversion
(less the amount to fund the ESOP loan). Upon Conversion, the Holding Company
initially will be a unitary savings and loan holding company. See "Regulation -
Holding Company Regulation" and "Use of Proceeds." The business of the Holding
Company initially will consist only of the business of First Federal.
The initial activities of the Holding Company are anticipated to be funded
by such retained proceeds and the income thereon and dividends from First
Federal, if any. See "Dividends," "Use of Proceeds," "Regulation - Holding
Company Regulation" and "Regulation - Federal and State Taxation." Thereafter,
activities of the Holding Company may also be funded through sales of additional
securities, through borrowings and through income generated by other activities
of the Holding Company. At this time, there are no plans regarding any other
activities.
The executive office of the Holding Company is located at 222 South 10th
Street, Oakdale, Louisiana 71463. Its telephone number at that address is (318)
335-2031.
19
<PAGE>
PARTICIPATION BY MANAGEMENT
The following table sets forth information regarding intended Common Stock
purchases by each of the directors, directors emeritus and executive officers of
the Association and the Holding Company and by all directors and executive
officers as a group. This table excludes shares to be purchased by the ESOP or
proposed Restricted Stock Awards under the proposed RRP or proposed option
grants pursuant to the proposed Stock Option Plan. See "Management -Benefit
Plans." The directors and executive officers of the Association have indicated
their intention to purchase in the Conversion an aggregate of $525,000 of Common
Stock, equal to _____%, _____%, _____%, and _____% of the number of shares to be
issued in the Subscription and Community Offering, at the minimum, midpoint,
maximum and 15% above the maximum of the Estimated Valuation Range,
respectively. For information regarding the proposed Stock Option Plan and the
proposed RRP, see "Management - Benefit Plans."
<TABLE>
<CAPTION>
AGGREGATE NUMBER PERCENT
PURCHASE OF AT
NAME TITLE PRICE SHARES MIDPOINT
- ---------------- ----------------------------- ---------- ------ --------
<S> <C> <C> <C> <C>
Dr. James D. Sandefur Chairman of the Board $100,000 10,000 ____%
Charles L. Galligan President, Chief Executive Officer and 100,000 10,000 ____
Director
Jesse Boyd, Jr. Director 100,000 10,000 ____
James E. Riley Director 50,000 5,000 ____
J. C. Smith Director 100,000 10,000 ____
Leslie A. Smith Director 50,000 5,000 ____
Betty Jean Parker Treasurer and Chief Financial Officer 25,000 2,500 ____
All directors and executive
officers as a group
(7 persons) $525,000 52,500 ____%
======= ======
</TABLE>
20
<PAGE>
PRO FORMA DATA
The following table sets forth the historical net income, retained earnings
and per share data of the Association at and for the three months ended March
31, 1996 and at and for the year ended December 31, 1995, and after giving
effect to the Conversion, the pro forma consolidated net income, stockholders'
equity and per share data of the Holding Company at and for the same periods.
The pro forma data is computed on the assumptions that (i) the specified number
of shares of Common Stock were sold at the beginning of the specified periods
and yielded net proceeds to the Holding Company as indicated and (ii) such net
proceeds were invested by the Association and the Holding Company at the
beginning of the periods to yield a return of 5.40% and 5.40% for the three
months ended March 31, 1996 and the year ended December 31, 1995, respectively.
The assumed return is based on the approximate yield on the one-year U.S.
Treasury bill at March 31, 1996. OTS regulations specify that for purposes of
determining pro forma data that an assumption of a yield representing the
arithmetic average of the average yield on the Association's interest-earning
assets and the average cost of deposits be used. The Association did not use
this assumption in calculating its pro forma data because management believes
that the rates shown more accurately reflect reinvestment rates than the
arithmetic average method. The assumed return has been adjusted for applicable
federal and state taxes totaling 36% of such assumed return. The table also
assumes that the proposed RRP awards equal to 4% of the shares sold in the
Conversion were purchased by the RRP at $10 per share in the open market and
fixed expenses (including $75,000 in fees to Trident) were $350,000. No effect
has been given to the stock reserved for issuance under the Stock Option Plan.
ACTUAL CONVERSION EXPENSES MAY BE MORE OR LESS THAN THOSE ESTIMATED BECAUSE FEES
PAID MAY VARY DEPENDING UPON WHETHER SELECTED BROKER-DEALERS ARE USED, MARKET
CONDITIONS AND OTHER FACTORS. THE PRO FORMA NET INCOME AMOUNTS DERIVED FROM THE
ASSUMPTIONS SET FORTH HEREIN SHOULD NOT BE CONSIDERED INDICATIVE OF THE ACTUAL
RESULTS OF OPERATIONS OF THE HOLDING COMPANY THAT WOULD HAVE BEEN ATTAINED FOR
ANY PERIOD IF THE CONVERSION HAD BEEN ACTUALLY CONSUMMATED AT THE BEGINNING OF
SUCH PERIOD, AND THE ASSUMPTIONS REGARDING INVESTMENT YIELDS SHOULD NOT BE
CONSIDERED INDICATIVE OF THE ACTUAL YIELDS EXPECTED TO BE ACHIEVED DURING ANY
FUTURE PERIOD.
The total number of shares to be issued in the Conversion may be increased
or decreased to reflect changes in market and financial conditions prior to the
close of the Subscription and Community Offering. However, if the aggregate
Purchase Price of the Common Stock actually sold in the Conversion is below
$2,125,000 or more than $3,306,250 (15% above the maximum of the Estimated
Valuation Range) subscribers will be offered the opportunity to modify or cancel
their subscriptions. See "The Conversion - Stock Pricing and Number of Shares
to be Issued."
21
<PAGE>
<TABLE>
<CAPTION>
At or For the Three Months Ended March 31, 1996
---------------------------------------------------------------
330,625
212,500 250,000 287,500 Shares
Shares Shares Shares at $10.00
at $10.00 at $10.00 at $10.00 per Share
per Share per Share per Share (Maximum, as
(Minimum) (Midpoint) (Maximum) Adjusted) (8)
------------ ----------- ---------- ---------------
(In thousands, except per share amount)
<S> <C> <C> <C> <C>
Gross proceeds...................................... $ 2,125 $ 2,500 $ 2,875 $ 3,306
Less offering expenses and commissions.............. (350) (350) (350) (350)
-------- -------- -------- --------
Estimated net Conversion proceeds.................. 1,775 2,150 2,525 2,956
Less Common Stock acquired by ESOP................. (170) (200) (230) (264)
Less Common Stock acquired by RRP.................. (85) (100) (115) (132)
-------- -------- -------- --------
Estimated proceeds available for investment (1).. $ 1,520 $ 1,850 $ 2,180 $ 2,560
======== ======== ======== ========
Net income:
Historical......................................... $ 51 $ 51 $ 51 $ 51
Pro Forma adjustments:
Net income from proceeds (1)...................... 13 16 19 22
ESOP (2).......................................... (3) (3) (4) (4)
RRP (3)........................................... (3) (3) (4) (4)
-------- -------- -------- --------
Pro Forma....................................... $ 59 $ 61 $ 62 $ 65
======== ======== ======== ========
Per share (4):
Historical......................................... $ 0.26 $ 0.22 $ 0.19 $ 0.17
Pro Forma adjustments:
Net income from proceeds (1)...................... 0.07 0.07 0.07 0.07
ESOP (2).......................................... (0.01) (0.01) (0.01) (0.01)
RRP (3)........................................... (0.01) (0.01) (0.01) (0.01)
-------- -------- -------- --------
Pro Forma....................................... $ 0.30 $ 0.26 $ 0.23 $ 0.21
======== ======== ======== ========
Stockholders' equity (book value): (9)
Historical......................................... $ 2,103 $ 2,103 $ 2,103 $ 2,103
Estimated net Conversion proceeds.................. 1,775 2,150 2,525 2,956
Less common stock acquired by:
ESOP (2).......................................... (170) (200) (230) (264)
RRP (3)........................................... (85) (100) (115) (132)
-------- -------- -------- --------
Pro Forma....................................... $ 3,623 $ 3,953 $ 4,283 $ 4,663
======== ======== ======== ========
Per Share:
Historical......................................... $ 9.90 $ 8.41 $ 7.31 $ 6.36
Estimated net Conversion proceeds.................. 8.35 8.60 8.78 8.94
Less common stock acquired by:
ESOP (2).......................................... (0.80) (0.80) (0.80) (0.80)
RRP (3)........................................... (0.40) (0.40) (0.40) (0.40)
-------- -------- -------- --------
Pro Forma (3)(5)(6)(10)......................... $ 17.05 $ 15.81 $ 14.90 $ 14.10
======== ======== ======== ========
Pro forma price to book value (7)................... 58.65% 63.24% 67.13% 70.91%
======== ======== ======== ========
Pro forma price to earnings (P/E ratio)............. 8.40x 9.57x 10.68x 11.86x
======== ======== ======== ========
Number of shares used in calculating
earnings per share (4)............................. 197,200 232,000 266,800 306,820
======== ======== ======== ========
Number of shares used in calculating
equity per share (7)............................... 212,500 250,000 287,500 330,625
======== ======== ======== ========
(footnotes on page 24)
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
At or For the Year Ended December 31, 1995
----------------------------------------------------------------
330,625
212,500 250,000 287,500 Shares
Shares Shares Shares at $10.00
at $10.00 at $10.00 at $10.00 per Share
per Share per Share per Share (Maximum, as
(Minimum) (Midpoint) (Maximum) Adjusted)(8)
----------- ----------- ---------- -------------
(In thousands, except per share amount)
<S> <C> <C> <C> <C>
Gross proceeds...................................... $ 2,125 $ 2,500 $ 2,875 $ 3,306
Less offering expenses and commissions.............. (350) (350) (350) (350)
-------- -------- -------- --------
Estimated net Conversion proceeds.................. 1,775 2,150 2,525 2,956
Less Common Stock acquired by ESOP................. (170) (200) (230) (264)
Less Common Stock acquired by RRP.................. (85) (100) (115) (132)
-------- -------- -------- --------
Estimated proceeds available for investment (1).. $ 1,520 $ 1,850 $ 2,180 $ 2,560
======== ======== ======== ========
Net income:
Historical......................................... $ 290 $ 290 $ 290 $ 290
Pro Forma adjustments:
Net income from proceeds (1)...................... 53 64 75 88
ESOP (2).......................................... (11) (13) (15) (17)
RRP (3)........................................... (11) (13) (15) (17)
-------- -------- -------- --------
Pro Forma....................................... $ 321 $ 328 $ 336 $ 345
======== ======== ======== ========
Per share (4):
Historical......................................... $ 1.47 $ 1.25 $ 1.09 $ 0.95
Pro Forma adjustments:
Net income from proceeds (1)...................... 0.27 0.28 0.28 0.29
ESOP (2).......................................... (0.06) (0.06) (0.06) (0.06)
RRP (3)........................................... (0.06) (0.06) (0.06) (0.06)
-------- -------- -------- --------
Pro Forma....................................... $ 1.63 $ 1.42 $ 1.26 $ 1.12
======== ======== ======== ========
Stockholders' equity (book value): (4)
Historical......................................... $ 2,059 $ 2,059 $ 2,059 $ 2,059
Estimated net Conversion proceeds.................. 1,775 2,150 2,525 2,956
Less common stock acquired by:
ESOP (2).......................................... (170) (200) (230) (264)
RRP (3)........................................... (85) (100) (115) (132)
-------- -------- -------- --------
Pro Forma....................................... $ 3,579 $ 3,909 $ 4,239 $ 4,619
======== ======== ======== ========
Per Share:
Historical......................................... $ 9.69 $ 8.24 $ 7.16 $ 6.23
Estimated net Conversion proceeds.................. 8.35 8.60 8.78 8.94
Less common stock acquired by:
ESOP (2).......................................... (0.80) (0.80) (0.80) (0.80)
RRP (3)........................................... (0.40) (0.40) (0.40) (0.40)
-------- -------- -------- --------
Pro Forma (6)(10)............................... $ 16.84 $ 15.64 $ 14.74 $ 13.97
======== ======== ======== ========
Pro forma price to book value (7)................... 59.37% 63.95% 67.82% 71.59%
======== ======== ======== ========
Pro forma price to earnings (P/E ratio)............. 6.15x 7.07x 7.94x 8.90x
======== ======== ======== ========
Number of shares used in calculating
earnings per share (4)............................. 197,200 232,000 266,800 306,820
======== ======== ======== ========
Number of shares used in calculating
equity per share (7)............................... 212,500 250,000 287,500 330,625
======== ======== ======== ========
(footnotes on following page)
</TABLE>
23
<PAGE>
_____________________
/(1)/ Estimated proceeds available for investment consist of the estimated net
Conversion proceeds, minus (i) the proceeds attributable to the purchase
by the ESOP and (ii) the value of the shares to be purchased by the RRP,
subject to stockholder approval, after the Conversion at an assumed price
of $10.00 per share.
/(2)/ It is assumed that 8% of the Common Stock issued in the Conversion will
be purchased by the ESOP. For purposes of this table, the funds used to
acquire such shares are assumed to have been borrowed by the ESOP from
the Holding Company. The Association intends to make contributions to the
ESOP over a 10-year period in an amount at least equal to the principal
and interest requirement of the debt. The Association's payment of the
ESOP debt is based upon equal quarterly installments of principal over a
ten-year period plus interest. The pro forma net income assumes (i) that
the ESOP expense for the period is equivalent to the principal payment
for the period; (ii) that 1,700, 2,000, 2,300 and 2,645 shares were
committed to be released with respect to both the year ended December 31,
1995, and the period of three months ended March 31, 1996, at the
minimum, midpoint, maximum and 15% above the maximum of the Estimated
Valuation Range, respectively; and (iii) in accordance with Statement of
Position ("SOP") 93-6 entitled "Employers' Accounting for Employee Stock
Ownership Plans" of the American Institute of Certified Public
Accountants ("AICPA"), only the ESOP shares committed to be released
during the period were considered outstanding for purposes of the net
income per share calculations. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Recent Accounting
Developments" and "Management-- Benefits--Employee Stock Ownership Plan."
/(3)/ The adjustment is based upon the assumed purchases by the RRP of 8,500,
10,000, 11,500 and 13,225 shares at the minimum, midpoint, maximum and
15% above the maximum of the Estimated Valuation Range, assuming that:
(i) stockholder approval of the RRP has been received; (ii) the shares
were acquired by the RRP at the beginning of the period in open market
purchases at the Purchase Price; and (iii) the amortized expense for the
year ended December 31, 1995 was 20% of the amount contributed and the
amortized expense for the period ended March 31, 1996 was 5% of the
amount contributed. If the RRP purchases authorized but unissued shares
instead of making open market purchases, the voting interests of existing
stockholders would be diluted by approximately 3.8% and (1) pro forma net
income per share for the year ended December 31, 1995 would be $1.57,
$1.37, $1.22 and $1.09; (2) pro forma net income per share for the period
ending March 31, 1996 would be $.29, $.25, $.23, and $.21; and (3) pro
forma stockholders' equity per share at March 31, 1996 would be $16.78,
$15.59, $14.71 and $13.94, in each case at the minimum, midpoint, maximum
and 15% above the maximum and 15% above the maximum of the Estimated
Valuation Range, respectively. See "Management--Benefits-- Recognition
and Retention Plan."
/(4)/ Net income per share computations are determined by taking the number of
shares assumed to be sold in the Conversion and, in accordance with SOP
93-6, subtracting the ESOP shares which have not been committed for
release during the respective period. See Note 2 above.
/(5)/ No effect has been given to the issuance of additional shares of Common
Stock pursuant to the Stock Option Plan. If the Stock Option Plan is
approved by stockholders, an amount equal to 10% of the Common Stock
issued in the Conversion, or 21,250, 25,000, 28,750 and 33,063 shares at
the minimum, midpoint, maximum and 15% above the maximum of the Estimated
Valuation Range, respectively, will be reserved for future issuance upon
the exercise of options to be granted under the Stock Option Plan. The
issuance of Common Stock pursuant to the exercise of options under such
plan will result in the dilution of existing stockholders' interests.
Assuming stockholder approval of the Stock Option Plan, that all the
options were exercised at the beginning of the period at an exercise
price of $10.00 per share, and that the Recognition Plan purchases shares
in the open market at the Purchase Price, (1) pro forma net income per
share for the year ended December 31, 1995 would be $1.50, $1.31, $1.17
and $1.05; (2) pro forma net income for the period ending March 31, 1996
would be $.28, $.24, $.22 and $.20; and (3) pro forma stockholders'
equity per share at March 31, 1996 would be $16.41, $15.28, $14.45 and
$13.73, in each case the minimum, midpoint, maximum and 15% above the
maximum of the Estimated Valuation Range, respectively.
/(6)/ The retained earnings of the Association will be substantially restricted
after the Conversion. See "Dividend Policy" and
"The Conversion--Liquidation Rights."
/(7)/ Based on the number of shares sold in the Conversion.
/(8)/ As adjusted to give effect to an increase in the number of shares which
could occur due to an increase in the Estimated Valuation Range of up to
15% to reflect changes in market and financial conditions prior to
completion of the Conversion.
/(9)/ "Book value" represents the difference between the stated amounts of the
Association's assets and liabilities. The amounts shown do not reflect
the effect of the Liquidation Account to be established for the benefit
of Eligible Account Holders in the Conversion, or the federal income tax
consequences of the restoration to income of the Association's special
bad debt reserves for income tax purposes which would be required in the
unlikely event of liquidation. See "The Conversion--Effects of Conversion
to Stock Form on Depositors and Borrowers of the Association" and
"Regulation--Federal and State Taxation." The amounts shown for book
value do not represent fair market values or amounts distributable to
shareholders in the unlikely event of liquidation.
/(10)/ Does not represent possible future price appreciation.
24
<PAGE>
CAPITALIZATION
The table below sets forth the capitalization, including deposits, of
First Federal as of March 31, 1996 and the pro forma capitalization of the
Holding Company at the minimum, the midpoint, maximum and 15% above the
maximum of the Estimated Valuation Range, after giving effect to the
Conversion and based on other assumptions set forth in the table and under
the caption "Pro Forma Data."
<TABLE>
<CAPTION>
Holding Company - Pro Forma Based
Upon Sale at $10.00 Per Share
---------------------------------------------------
Association 212,500 250,000 287,500 330,625
Historical Shares Shares Shares Shares
--------------- --------- --------- ----------- -----------
(In Thousands)
<S> <C> <C> <C> <C> <C>
Deposits/(1)/....................................... $ 27,283 $ 27,283 $ 27,283 $ 27,283 $ 27,283
Borrowings.......................................... -- -- -- -- --
--------- ---------- --------- ---------- ----------
Total deposits and borrowings.................. $ 27,283 $ 27,283 $ 27,283 $ 27,283 $ 27,283
========= ========== ========= ========== ==========
Capital stock:
Preferred Stock, $.01 par value per share:
authorized - 100,000 shares; assumed
outstanding - none.............................. $ -- $ -- $ -- $ -- $ --
Common Stock, $.01 par value per share:
authorized - 900,000 shares; shares to
be outstanding - as shown/(5)/.................. -- 2 3 3 3
Additional paid-in capital........................ -- 1,773 2,147 2,522 2,593
Less common shares acquired by:
ESOP/(3)/........................................ -- (170) (200) (230) (264)
RRP/(4)/......................................... -- (85) (100) (115) (132)
Retained earnings, substantially restricted/(2)/.. 2,103 2,103 2,103 2,103 2,103
--------- ---------- --------- ---------- ----------
Total stockholders' equity..................... $ 2,103 $ 3,623 $ 3,953 $ 4,283 $ 4,663
========= ========== ========= ========== ==========
</TABLE>
_____________________________
/(1)/ No effect has been given to withdrawals from savings accounts for
the purpose of purchasing Common Stock in the Conversion. Any
such withdrawals will reduce pro forma deposits by the amount of
such withdrawals.
/(2)/ See "Dividends" and "Regulation - Limitations on Dividends and
Other Capital Distributions" regarding restrictions on future
dividend payments and "The Conversion - Effects of Conversion to
Stock Form on Depositors and Borrowers of the Association"
regarding the liquidation account to be established upon
Conversion. Does not take into account Holding Company dividends,
if any, which may be paid subsequent to the Conversion. See
"Dividends."
/(3)/ Assumes that 8% of the shares issued in the Conversion will be
acquired by the ESOP and that the ESOP will be funded by the
Holding Company. The Association intends to make contributions to
the ESOP sufficient to service and ultimately retire its debt.
Since the Holding Company will finance the ESOP debt, the ESOP
debt will be eliminated through consolidation and no liability
will be reflected on the Holding Company's consolidated financial
statements. Accordingly, the amount of stock acquired by the ESOP
is shown in this table as a reduction of total stockholders'
equity. See "Management - Benefit Plans -Employee Stock Ownership
Plan."
/(4)/ While management does not currently intend to do so, following
OTS and stockholder approval, shares utilized to fund the RRP
could be obtained from newly issued shares. In the event RRP
shares are obtained from authorized but unissued shares, the
existing ownership of current stockholders would be diluted by
approximately 3.8%. However, there would be no impact on
stockholders' equity.
/(5)/ Does not reflect the shares of Common Stock that may be reserved
for issuance pursuant to the proposed Stock Option Plan and the
proposed RRP. See "Management -- Benefit Plans."
25
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of Common Stock in the Conversion, based on
the minimum, midpoint, maximum and 15% above the maximum of the Estimated
Valuation Range, are estimated at $1,775,000, $2,150,000, $2,525,000 and
$2,956,000, respectively. See "Pro Forma Data." The Holding Company will retain
up to 50% of the net Conversion proceeds as its initial capitalization and will
use the balance of the net Conversion proceeds to purchase all of the common
stock of the Association to be issued upon Conversion. The Holding Company
intends to lend a portion of the net proceeds retained by it to the ESOP to
facilitate its purchase of 8% of the Common Stock in the Conversion. Based upon
the issuance of shares at the minimum and maximum of the Estimated Valuation
Range, the loan to the ESOP to purchase 8% of the Common Stock would be $170,010
and $230,000, respectively. See "Management - Benefit Plans -Employee Stock
Ownership Plan." The remainder of the proceeds will be invested on an interim
basis in short- and intermediate-term securities and mortgage-backed securities.
These funds would be available for general corporate purposes which may include
origination of loans, expansion of operations through acquisitions of other
financial service organizations and diversification into other related or
unrelated businesses, or for investment purposes. See "Regulation - Holding
Company Regulation" for a discussion of OTS activity restrictions. Currently,
there are no specific plans being considered for the expansion of the business
of the Holding Company. In addition, the funds may be used to infuse additional
capital to the Association when and if appropriate.
The net proceeds retained by the Holding Company may also be used to
support the future expansion of operations or diversification into other
banking-related businesses and for other business or investment purposes,
including possibly the repurchase of the Holding Company's Common Stock as
permitted by the OTS. Upon completion of the Conversion, the Board of Directors
will have the authority to adopt stock repurchase plans, subject to statutory
and regulatory requirements. Since the Holding Company has not yet issued stock,
there is currently insufficient information upon which an intention to
repurchase stock could be based.
Based upon facts and circumstances which may arise following Conversion,
the Board of Directors may determine to repurchase stock in the future. Such
facts and circumstances may include but are not limited to: (i) market and
economic factors such as the price at which the stock is trading in the market,
the volume of trading, the attractiveness of other investment alternatives in
terms of the rate of return and risk involved in the investment, the ability to
increase the book value or earnings per share of the remaining outstanding
shares, and the effect on the Holding Company's return on equity; (ii) the
avoidance of dilution to stockholders by not having to issue additional shares
to cover the exercise of stock options or to fund employee stock benefit plans;
and (iii) any other circumstances in which repurchases would be in the best
interests of the Holding Company and its shareholders.
Any stock repurchases will be subject to the determination of the Board of
Directors that both the Holding Company and the Association will be capitalized
in excess of all applicable regulatory requirements after any such repurchases
and that capital will be adequate taking into account, among other things, the
level of non-performing assets and other loans of concern, the Holding Company's
and the Association's current and projected results of operations and
asset/liability structure, the economic environment and tax and other regulatory
considerations. Subject to certain exceptions, no repurchases may be implemented
within the first year following Conversion pursuant to OTS regulations. A stock
repurchase program may have the effect of: (i) reducing the overall market value
of the Holding Company, (ii) increasing the overall cost of capital and (iii)
promoting a temporary demand for Common Stock.
Should the Holding Company implement a restricted stock plan (i.e., the
RRP) following the Conversion, a portion of the net proceeds may be used to fund
the purchase by the plan of Common Stock in an amount up to 4% of the shares
sold in the Conversion. The actual cost of such purchase will depend on the
number of shares sold in the Conversion and the market price at the time of
purchase. Based upon the minimum and the maximum of the Estimated Valuation
Range and on a $10.00 per share purchase price, the cost would be approximately
$85,000 and $115,000, respectively.
26
<PAGE>
The net proceeds from the sale of the Common Stock in the Conversion will
substantially increase the capital of First Federal. First Federal will use the
net proceeds for general corporate business purposes, such as lending and
investment activities in the ordinary course of business. On an interim basis,
the proceeds will be invested by the Association in short- and intermediate-term
securities. Notwithstanding the foregoing, the Holding Company and the
Association reserve the right to use the proceeds in any manner authorized by
law.
The actual net proceeds may be more or less than the estimated net proceeds
calculated as shown under "Pro Forma Data," above. Additionally, the actual
expenses may be more or less than those estimated. See "The Conversion -Stock
Pricing and Number of Shares to be Issued."
DIVIDENDS
Subject to regulatory and other considerations, the Holding Company intends
to establish a dividend policy at an initial rate of $.30 per share per annum
(or 3.0% based upon the initial public offering price of $10 per share) payable
semi-annually in December and June of each year. In addition, the Holding
Company may determine from time to time to pay a special nonrecurring cash
dividend. The payment of dividends will be subject to determination and
declaration by the Board of Directors in its discretion, which will take into
account the Holding Company's consolidated financial condition and results of
operations, tax considerations, industry standards, economic conditions,
regulatory restrictions, general business practices and other factors.
Therefore, no assurances can be made as to the future ability of the Holding
Company to pay dividends. Delaware law generally limits dividends of the Holding
Company to an amount equal to the excess of its net assets (the amount by which
total assets exceeds total liabilities) over its paid-in capital or, if there is
no excess, to its net profits for the current and immediately preceding fiscal
year.
It is presently anticipated that the Holding Company will not conduct
significant operations independent of those of the Association for some time
following the Conversion. As such, the Holding Company does not expect to have
any significant source of income other than earnings on the net Conversion
proceeds retained by the Holding Company and dividends from First Federal, if
any. Consequently, the ability of the Holding Company to pay cash dividends to
its stockholders will be dependent upon such retained proceeds and earnings
thereon, and upon the ability of the Association to pay dividends to the Holding
Company. Management believes that, upon completion of the Conversion, the
Association will qualify as a Tier 1 institution, and thereby be entitled to
make capital distributions without OTS approval in an amount not exceeding 100%
of its net income year-to-date plus 50% of the Association's capital surplus, as
measured at the beginning of the calendar year. See "Regulation - Regulatory
Capital Requirements" and "- Limitations on Dividends and Other Capital
Distributions." Assuming only the minimum number of shares are sold in the
Conversion, the purchase of the Association's stock by the Holding Company in
exchange for substantially all the net proceeds from the Conversion (less 50% to
be retained by the Holding Company) and the investment of such proceeds in 20%
risk-weighted assets, on a pro forma basis as of March 31, 1996, the Association
would have had risk-based capital of $1.9 million above its risk-based capital
requirement. The 50% of net proceeds retained by the Holding Company would be
immediately available for the payment of dividends. See "Regulation -
Regulatory Capital Requirements" and "- Limitations on Dividends and Other
Capital Distributions." Earnings appropriated to the Association's "excess" bad
debt reserves and deducted for federal income tax purposes cannot be used by the
Association to pay cash dividends to the Holding Company without adverse tax
consequences. See "Regulation - Federal and State Taxation."
MARKET FOR COMMON STOCK
The Holding Company and the Association have never issued capital stock.
Consequently, there is no established market for the Common Stock at this time.
The Holding Company has requested that Trident undertake to match offers to buy
and offers to sell the Common Stock, and that Trident list the Common Stock
over-the-counter through the National Daily Quotation System "Pink Sheets"
published by the National Quotation Bureau, Inc. and Trident has agreed to do
so. The Holding Company's Common Stock will be traded under the symbol "______."
The development of a liquid public trading market depends upon the existence of
willing buyers and sellers, the presence of which is not within the control of
the Holding Company, the Association or any market maker. It is unlikely that an
active and liquid trading market for the Common Stock will develop due to the
relatively small size of the Offerings and the small number of stockholders
expected following the Conversion. Under such circumstances, investors in the
Common Stock could have difficulty disposing of their shares on short notice and
should not view the Common Stock as a short-term investment. Accordingly,
purchasers should consider the illiquid, long-term nature of an investment in
the Common Stock. Furthermore, there can be no assurance that purchasers will be
able to sell their shares at or above the Purchase Price.
27
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
STATEMENTS OF INCOME
The following Statements of Income of the Association for each of the
fiscal years in the two fiscal year period ended December 31, 1995 have been
audited by Darnall, Sikes, Kolder, Frederick & Rainey, independent certified
public accountants, whose report thereon appears elsewhere herein. The
Statements of Income for the three months ended March 31, 1996 and 1995 are
unaudited and have been prepared in accordance with the requirements for a
presentation of interim financial statements and are in accordance with
generally accepted accounting principles. In the opinion of Management, all
adjustments, consisting of normal recurring adjustments, that are necessary for
a fair presentation of the interim periods, have been reflected. The results of
operations at and for the three months ended March 31, 1996 are not necessarily
indicative of results that might be expected for a full fiscal year. These
Statements should be read in conjunction with the Financial Statements of the
Association and Notes thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
Three months ended Years ended
March 31, December 31,
----------------------------- --------------------------
1996 1995 1995 1994
------------ -------------- ----------- -----------
<S> <C> <C> <C> <C>
Interest Income: (In Thousands)
Loans receivable --
First mortgage loans $ 213 $ 216 $ 864 $ 870
Consumer and other loans 47 42 182 168
Mortgage-backed and related securities......... 243 180 859 680
Other interest earning assets.................. 21 21 99 39
-------- --------- --------- ---------
Total interest income 524 459 2,004 1,757
Interest expense:
Deposits....................................... 297 226 1,075 788
Borrowed funds................................. 0 3 3 16
-------- --------- --------- ---------
Total interest expense 297 229 1,078 804
-------- --------- --------- ---------
Net interest income............................. 227 230 926 953
Provision (recovery) for loan losses............ (9) (8) (21) 2
-------- --------- --------- ---------
Net interest income after provision (recovery)
for loan losses................................ 236 238 947 951
-------- --------- --------- ---------
Non-interest income:
Service charges on deposits.................... 42 43 192 147
Insurance commissions earned................... 1 1 6 10
Loan origination and servicing fees............ 6 7 21 29
Net other real estate expense.................. 0 0 (1) (10)
Gain (loss) on foreclosed real estate.......... 0 1 6 (2)
Other operating revenues....................... 4 1 17 7
-------- --------- --------- ---------
Total non-interest income 53 53 241 181
-------- --------- --------- ---------
Non-interest expense:
Compensation and employee benefits............. 97 84 369 357
Occupancy and equipment expenses............... 15 11 53 53
SAIF deposit insurance premiums................ 15 14 58 62
Stationery and printing........................ 14 10 39 38
Data processing................................ 15 16 60 60
Other expenses................................. 55 52 168 183
-------- --------- --------- ---------
Total non-interest expense 211 187 747 753
-------- --------- --------- ---------
Income before income taxes 78 104 441 379
Income tax expense.............................. 28 37 151 137
-------- --------- --------- ---------
Net income..................................... 50 67 290 242
======== ========= ========= =========
</TABLE>
28
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Holding Company has been formed in connection with the Conversion
and, accordingly has no results of operations. The Association is primarily
engaged in the business of accepting deposit accounts from the general public
and using these funds to originate mortgage loans for the purchase, refinancing
or construction of single-family residences located in Allen Parish in central
Louisiana, and for the purchase of investment and mortgage-backed securities.
The Association also originates commercial real estate loans, multi-family
loans, agricultural loans, automobile loans, home equity loans, loans secured by
deposits and other loans. This lending focus, along with the adherence to
underwriting standards, is designed to reduce the risk of loss on the
Association's loan portfolio. However, the lack of diversification in its loan
portfolio structure does increase the Association's portfolio concentration risk
by making the value of the portfolio more susceptible to declines in real estate
market values in its market area. This risk has been mitigated in recent years
through the acquisition of government guaranteed mortgage-backed securities.
The earnings of the Association depend primarily on its level of net
interest income, which is the difference between interest income and interest
expense. The Association's net interest income is a function of its interest
rate spread, which is determined by the difference between rates of interest
earned on interest-earning assets, and rates of interest paid on interest-
bearing liabilities. The relative amounts of interest-earning assets and
interest-bearing liabilities also affect the Association's net interest income.
The Association's net income is also affected by its provision for loan losses,
as well as the amount of non-interest income and non-interest expense, such as
compensation and related expenses, deposit insurance premiums, data processing,
occupancy and equipment costs, and income taxes.
FINANCIAL CONDITION
Total Assets. Total assets increased $750,000, or 2.6% to $29.6
million at March 31, 1996 from $28.9 million at December 31, 1995. The increase
in total assets was primarily attributable to a $960,000 increase in cash and
cash equivalents, and a $75,000 increase in loans receivable net, partially
offset by a $196,000 decrease in mortgage-backed securities.
Total assets increased $2.0 million, or 7.2% to $28.9 million at
December 31, 1995 from $26.9 million at December 31, 1994. The increase in total
assets was attributable to a $2.1 million increase in mortgage-backed
securities. Cash and cash equivalents amounted to $1.4 million at December 31,
1995 and December 31, 1994. Loans receivable, net decreased to $11.2 million at
December 31, 1995 from $11.5 million at December 31, 1994.
Liabilities. Deposits increased $700,000 or 2.6% to $27.3 million at
March 31, 1996 from $26.6 million at December 31, 1995.
Interest-bearing liabilities increased $1.6 million, or 6.4% to $26.6
million at December 31, 1995 from $25.0 million at December 31, 1994.
Liabilities at December 31, 1994 included $24.5 million in deposits and $500,000
in FHLB advances.
Retained Earnings. Retained earnings totaled $2.1 million, $2.1
million and $1.7 million at March 31, 1996, December 31, 1995 and December 31,
1994, respectively. The increases in retained earnings was attributable to net
income of $50,000 for the three months ended March 31, 1996, and $290,000 for
the year ended December 31, 1995, in addition to the changes in the unrealized
losses on securities available for sale.
29
<PAGE>
NET INTEREST INCOME ANALYSIS. The following table sets forth certain
information relating to the Association's average balance sheet and reflects the
average yield on assets and average cost of liabilities for the periods
indicated. Such yields and costs are derived by dividing income or expense by
the average balance of assets or liabilities, respectively, for the periods
presented.
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------------------------------
At March 31, 1996 1996 1995
---------------------- ------------------------------- ----------------------
Average
Actual Yield/ Average Yield/ Average
Balance Cost Balance Interest Cost Balance Interest
--------- --------- --------- ---------- ------- ---------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Mortgage loans /(1)/ $ 9,344 9.12% $ 9,189 $ 213 9.27% $ 9,734 $ 216
Consumer and other loans /(1)/........... 1,962 9.58 1,929 47 9.75 1,827 42
Mortgage-backed securities............... 15,195 6.40 15,237 243 6.38 13,385 180
FHLB stock............................... 259 6.18 256 4 6.25 248 4
Interest-bearing deposits................ 1,789 3.80 1,755 17 3.87 1,922 17
-------- ---- ------- ------ ----- ------- -------
Total interest-earning assets.............. 28,549 7.34 28,366 524 7.39 27,116 459
Non-interest-earning assets................ 1,056 -- 1,025 -- -- 878 --
-------- ---- ------- ------ ----- ------- -------
Total assets........................ $ 29,605 7.08% $29,391 $ 524 7.13% $27,994 $ 459
======== ==== ======= ====== ===== ======= =======
Interest-bearing liabilities:
Passbook accounts........................ 3,092 2.20 3,098 17 2.19 3,417 18
Money market............................. 939 1.70 910 4 1.76 1,408 7
NOW accounts............................. 3,208 2.12 3,099 17 2.19 2,709 15
Certificate accounts..................... 19,625 5.28 19,558 259 5.30 18,126 186
FHLB advances............................ -- -- -- -- -- 53 3
-------- ---- ------- ------ ----- ------- -------
Total interest-bearing liabilities..... 26,864 4.42 26,665 297 4.46 25,713 229
Non-interest-bearing liabilities........... 638 -- 579 -- -- 509 --
-------- ---- ------- ------ ----- ------- -------
Total liabilities...................... 27,502 4.32 27,244 297 4.36 26,222 229
Retained earnings.......................... 2,114 -- 2,171 -- -- 1,805 --
Unrealized loss on mortgage-backed
and related securities held available-
for-sale................................. (11) -- (24) -- -- (33) --
-------- ---- ------- ------ ----- ------- -------
Total liabilities and retained
earnings............................. $ 29,605 4.01% $29,391 $ 297 4.04% $27,994 $ 229
======== ==== ======= ====== ===== ======= =======
Net interest income........................ $ 227 $ 230
======= =======
Net interest rate spread /(2)/............. 2.93%
======
Net interest margin /(3)/.................. 3.20% 105.32%
====== ======
Ratio of average interest-earning assets
to average interest-bearing liabilities 106.38%
======
<CAPTION>
Years Ended December 31,
----------------------------------------------------------------------------
1995 1994
--------------------------------------------- ----------------------------
Average Average Average
Yield/ Average Yield/ Yield/
Cost Balance Interest Cost Balance Interest Cost
------- -------- -------- ------- -------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Mortgage loans /(1)/ 8.88% $ 9,290 $ 864 9.30% $ 9,768 $ 870 8.91%
Consumer and other loans /(1)/........... 9.20 1,911 182 9.52 1,653 168 10.16
Mortgage-backed securities............... 5.38 15,258 859 5.63 13,364 680 5.09
FHLB stock............................... 6.45 256 16 6.25 244 11 4.51
Interest-bearing deposits................ 3.54 1,282 83 6.47 874 28 3.20
---- ------- ------- ----- ------- ------- ------
Total interest-earning assets............. 6.77 27,997 2,004 7.16 25,903 1,757 6.78
Non-interest-earning assets............... -- 1,016 -- -- 896 -- --
---- ------- ------- ----- ------- ------- ------
Total assets....................... 6.56% $29,013 $ 2,004 6.91% $26,799 $ 1,757 6.56%
==== ======= ======= ===== ======= ======= ======
Interest-bearing liabilities:
Passbook accounts....................... 2.11 2,952 68 2.30 3,460 73 2.11
Money market............................ 1.99 1,029 21 2.04 938 27 2.88
NOW accounts............................ 2.21 3,044 70 2.30 3,180 70 2.20
Certificate accounts.................... 4.10 19,178 916 4.78 16,473 618 3.75
FHLB advances........................... 5.66 62 3 4.84 316 16 5.06
---- ------- ------- ----- ------- ------- ------
Total interest-bearing liabilities.... 3.56 26,265 1,078 4.10 24,367 804 3.30
Non-interest-bearing liabilities.......... -- 673 -- -- 724 -- --
---- ------- ------- ----- ------- ------- ------
Total liabilities..................... 3.49 26,938 1,078 4.00 25,091 804 3.20
Retained earnings......................... -- 2,129 -- -- 1,760 -- --
Unrealized loss on mortgage-backed
and related securities held available-
for-sale................................ -- (54) -- -- (52) -- --
---- ------- ------- ----- ------- ------- ------
Total liabilities and retained
earnings............................ 3.27% $29,013 $ 1,078 3.72% $26,799 $ 804 3.00%
==== ======= ======= ===== ======= ======= ======
Net interest income....................... $ 926 $ 953
======= =======
Net interest rate spread /(2)/............ 3.21% 3.05% 3.48%
===== ===== ====
Net interest margin /(3)/................. 3.40% 3.31% 3.68%
===== ===== ====
Ratio of average interest-earning assets
to average interest-bearing liabilities 106.59% 106.30%
====== ======
</TABLE>
__________________________
/(1)/ Average balances include non-accrual loans.
/(2)/ Net interest rate spread represents the difference between the average
yield on interest-earning assets and the average rate on interest-bearing
liabilities.
/(3)/ Net yield on interest-earning assets represents net interest income as a
percentage of average interest-earning assets.
30
<PAGE>
RATE/VOLUME ANALYSIS
The table below sets forth certain information regarding changes in
interest income and interest expense of the Association for the periods
indicated. For each category of interest-earning assets and interest-bearing
liabilities, information is provided on changes attributable to (i) changes in
volume (changes in volume multiplied by old rate); (ii) changes in rate (change
in rate multiplied by old volume); (iii) changes in rate-volume; and (iv) the
net change.
<TABLE>
<CAPTION>
Three Months Ended March 31, Years Ended December 31,
---------------------------------------------- ----------------------------------------
1996 vs. 1995 1995 vs. 1994
---------------------------------------------- ----------------------------------------
Increase/(Decrease) Increase/(Decrease)
Due to Total Due to Total
------------------------------- -----------------------------
Rate/ Increase Rate/ Increase
Volume Rate Volume (Decrease) Volume Rate Volume (Decrease)
----------- -------- ------- ------------ -------- ------- -------- ---------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Mortgage loans........................ $ (12) $ 10 $ (1) $ (3) $ (43) $ 38 $ (1) $ (6)
Consumer and other loans.............. 2 3 -- 5 26 (10) (2) 14
Mortgage-backed securities............ 25 33 5 63 96 72 11 179
FHLB stock............................ -- -- -- -- 1 4 -- 5
Other................................. (1) 1 -- -- 13 29 13 55
------- ------ ------- ------- ------ ------ ----- ------
Total interest-earning assets....... 14 47 4 65 93 133 21 247
------- ------ ------- ------- ------ ------ ----- ------
Interest-bearing liabilities:
Passbook accounts..................... $ (2) $ 1 -- (1) (11) 7 (1) (5)
Money Market.......................... (2) (1) -- (3) 3 (8) (1) (6)
NOW accounts.......................... 2 -- -- 2 (3) 3 -- --
Certificate accounts.................. 15 54 4 73 101 169 28 298
Federal Home Loan Bank advances....... (3) -- -- (3) (13) (1) 1 (13)
------- ------ ------- ------- ------ ------ ----- ------
Total interest-bearing liabilities... 10 54 4 68 77 170 27 274
------- ------ ------- ------- ------ ------ ----- ------
Net change in interest income.......... $ 4 $ (7) $ -- $ (3) $ 16 $ (37) $ (6) $ (27)
======= ====== ======= ======= ====== ====== ===== ======
</TABLE>
31
<PAGE>
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND
1995
General. Net income decreased $17,000 or 25.0%, to $50,000 for the three
months ended March 31, 1996 from $67,000 for the three months ended March 31,
1995. This decrease was the result of an increase in noninterest expense of
$24,000 partially offset by a decrease in estimated income tax expense of
$9,000.
Interest Income. Total interest income increased $65,000, or 14.0% to
$524,000 for the three months ended March 31, 1996 from $459,000 for the three
months ended March 31, 1995. This increase was primarily the result of
increases in the average yield earned on and the average balance of mortgage-
backed securities from 1994 to 1995. Interest income for mortgage-backed
securities increased $63,000 or 34.5% to $243,000 for the three months ended
March 31, 1996 from $180,000 for the three months ended March 31, 1995. The
Association's average interest-earning assets increased to $28.4 million for the
three months ended March 31, 1996 from $27.1 million for the three months ended
March 31, 1995. The average yield on interest earning assets also increased to
7.39% from 6.77% for the same periods. The higher yield was primarily due to an
increase in market interest rates for all types of interest-earning assets.
Within the Association's interest-earning assets, interest income on mortgage
loans decreased to $213,000 for the three months ended March 31, 1996 from
$216,000 for the three months ended March 31, 1995. The average balance of
mortgage loans decreased marginally to $9.2 million from $9.7 million while the
average yield on mortgage loans increased to 9.27% from 8.88%. Interest income
from consumer and other loans increased to $47,000 from $42,000, resulting from
an increase in the average balance of such loans to $1.9 million from $1.8
million and an increase in the average yield to 9.75% from 9.20%
Interest Expense. Total interest expense increased $68,000 or 29.7%, to
$297,000 for the three months ended March 31, 1996 from $229,000 for the three
months ended March 31, 1995. This increase was primarily due to an increase in
market interest rates paid on deposits and the relatively rapid repricing of the
Association's deposits, particularly short term certificates of deposit. The
Association's average cost for deposits increased to 4.46% for the three months
ended March 31, 1996 from 3.56% for the three months ended March 31, 1995.
Provision for Losses on Loans. The Association maintains an allowance
for loan losses based upon management's periodic evaluation of known and
inherent risks in the loan portfolio, the Association's past loss experience,
adverse situations that may affect the borrower's ability to repay loans,
estimated value of the underlying collateral and current and expected market
conditions. The allowance for loan losses was $309,000 at March 31, 1996 and
$335,000 at March 31, 1995. The provision for losses on loans is the method by
which the allowance for losses is adjusted during the period. The Association
did not establish a provision for loan losses for the three months ended March
31, 1996 and 1995, since during these periods the Association experienced
recoveries on loans for which reserves had previously been established. The
recovery of $9,000 for the three months ended March 31, 1996 was primarily due
to the payment of a mortgage loan for which a provision had been made in prior
periods. The recovery of $8,000 for the three months ended March 31, 1995 was
primarily due to recoveries on consumer loans for which reserves had previously
been established. Management's focus on asset quality since 1991 has resulted
in an increased allowance for loan losses to net loans receivable to 2.74% at
March 31, 1996 from 1.88% at December 1991. The ratio of non-performing loans
to total loans has also declined to .66% at March 31, 1996 from 3.92% at
December 31, 1991. Because of the improvement in asset quality and increased
coverage of the allowance for loan losses to total loans, management believes
its allowance for loan losses is at a level that is considered to be adequate to
provide for estimated losses; however, there can be no assurance that further
additions will not be made to the loss allowance and that such losses will not
exceed the estimated amount.
Non-Interest Income. Non-interest income remained constant at $53,000 for
the comparative periods ended March 31.
Non-Interest Expense. Non-interest expense increased $24,000, or 12.9% to
$211,000 for the three months ended March 31, 1996 from $187,000 for the three
months ended March 31, 1995. Compensation and employee benefits increased
$13,000, or 15.0% to $97,000 for the three months ended March 31, 1996 from
$84,000 for the three months ended March 31, 1995. This increase was primarily
due to employee salary increases and related benefits. Occupancy and equipment
expenses increased $4,000, or 23.2% to $15,000 for the three months ended March
31, 1996 from
32
<PAGE>
$11,000 for the three months ended March 31, 1995. Stationery and printing
expenses increased $4,000, or 48.7% to $14,000 for the three months ended March
31, 1996 from $10,000 for the three months ended March 31, 1995. Other expenses
increased $3,000, or 6.9% to $55,000 for the three months ended March 31, 1996
from $52,000 for the three months ended March 31, 1995. This increase was
primarily due to an increase in bank charges to the Association for processing
transaction accounts. Compensation and benefit expenses are expected to
increase after the conversion due to the proposed establishment of the ESOP.
Other non-interest expense is also expected to increase due to additional
expenses associated with being a public company.
Income Tax Expense. Income tax expense decreased $9,000 or 26.1% to $28,000
for the three months ended March 31, 1996 from $37,000 for the three months
ended March 31, 1995, due to a decrease in pretax income.
COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
General. Net income increased $48,000, or 20.1% to $290,000 for the year
ended December 31, 1995 from $242,000 for the year ended December 31, 1994. This
increase was primarily the result of the increase in service charges on deposits
in non-interest income.
Interest Income. Total interest income increased $247,000 or 14.1% to
$2.0 million for the year ended December 31, 1995 from $1.8 million for the year
ended December 31, 1994. This increase was primarily the result of the increase
in the average yield earned and the average balance of mortgage-backed
securities from 1994 to 1995. Interest income from mortgage-backed securities
increased $179,000, or 26.3%, to $859,000 for the year ended December 31, 1995
from $680,000 for the year ended December 31, 1994. Interest income for other
interest-earning assets increased $60,000, or 154.6% to $99,000 for the year
ended December 31, 1995 from $39,000 for the year ended December 31, 1994.
Average interest earning deposits with the FHLB increased $408,000 from 1994 to
1995 and the average yield on such deposits increased to 6.47% from 3.20%
resulting in the increase in interest income in other interest earning assets.
The Association's average interest-earning assets increased to $28.0 million for
the year ended December 31, 1995 from $25.9 million for the year ended December
31, 1994. The average yield on these assets also increased to 7.16% from 6.78%
for the same periods. The higher yield is primarily due to an increase in
market interest rates for all types of interest-earning assets.
Interest Expense. Total interest expense increased $274,000, or 34.1%
to $1.1 million for the year ended December 31, 1995 from $804,000 for the year
ended December 31, 1994. This increase was primarily due to an increase in
market interest rates paid on deposits and the relatively rapid repricing of
deposits particularly short-term certificates of deposit. The Association's
average cost for funds increased to 4.10% for the year ended December 31, 1995
from 3.30% for the year ended December 31, 1994.
Provision for Losses on Loans. The provision for losses on loans
decreased $23,000 to a recovery of $21,000 for the year ended December 31, 1995
from a provision for loan losses of $2,000 for the year ended December 31, 1994.
Management's focus on asset quality since 1991 has resulted in an increased
allowance for loan losses to net loans receivable to 2.83% at December 31, 1995
from 1.88% in December 1991. The ratio of non-performing loans to total loans
has also declined to 1.43% at December 31, 1995 from 3.92% at December 31, 1991.
Because of the improvements in asset quality and the increased coverage of the
allowance for loan losses to total loans, management elected to reduce the loan
loss reserve in 1995, thus resulting in recovery from loan losses on the
statement of income. While the Association maintains its allowance for loan
losses at a level that it considers to be adequate to provide for estimated
losses, there can be no assurance that further additions will not be made to the
loss allowance and that such losses will not exceed the estimated amounts.
Non-Interest Income. Non-interest income increased $60,000 or 33.3% to
$241,000 for the year ended December 31, 1995 from $181,000 for the year ended
December 31, 1994. This increase was primarily the result of an increase in
service charges .
Non-Interest Expense. Non-interest expense decreased $6,000 or .80%, to
$747,000 for the year ended December 31, 1995 from $753,000 for the year ended
December 31, 1994. An increase in compensation and employee
33
<PAGE>
benefits of $12,000 to $369,000 for the year ended December 31, 1995 from
$357,000 for the year ended December 31, 1994 was offset by a decrease in other
expenses relating primarily to a reduction in professional fees.
Income Tax Expense. Income tax expense increased $14,000 or 9.5% to
$151,000 for the year ended December 31, 1995 from $137,000 for the year ended
December 31, 1994. This increase was primarily due to an increase in pretax
income.
ASSET/LIABILITY MANAGEMENT
The ability to maximize net interest income is largely dependent upon
achieving a positive interest rate spread that can be sustained during
fluctuations in prevailing interest rates. Interest rate sensitivity is a
measure of the difference between amounts of interest-earning assets and
interest-bearing liabilities that either price or mature within a given period
of time. The difference, or the interest rate repricing "gap," provides an
indication of the extent to which an institution's interest rate spread will be
affected by changes in interest rates over a period of time. A gap is
considered positive when the amount of interest-earning assets maturing, or
repricing over a specified period of time, exceeds the amount of interest-
bearing liabilities maturing or repricing within that period and is considered
negative when the amount of interest-bearing liabilities maturing or repricing
over a specified period of time exceeds the amount of interest-earning assets
maturing or repricing within that period. Generally, during a period of rising
interest rates, a negative gap within a given period of time would adversely
affect net interest income, while a positive gap within a given period of time
would result in an increase in net interest income; during a period of declining
interest rates, a negative gap within a giving period of time would result in an
increase in net interest income, while a positive gap within a given period of
time would have the opposite effect. A sustained rise in interest rates could
have a negative impact on the Association's future net interest income.
First Federal, like other financial institutions, is subject to interest
rate risk to the extent that its interest-bearing liabilities with short and
intermediate-term maturities reprice more rapidly, or on a difference basis,
than its interest-bearing assets. Management of First Federal believes it is
critical to manage the relationship between interest rates and the effect on the
Association's net portfolio value ("NPV"). This approach calculates the
difference between the present value of expected cash flows from assets and the
present value of expected cash flows from liabilities. Management of the
Association's assets and liabilities is done within the context of the market-
place, but also within limits established by the Board of Directors on the
amount of change in NPV which is acceptable given certain interest rate changes.
In an effort to reduce interest rate risk and protect it from the
negative effect of increases in interest rates, First Federal has instituted
certain asset and liability management measures. These measures include the
following primary elements: (1) investment in adjustable rate mortgage-backed
securities; (2) focus on new mortgage loan originations with one-year and three-
year adjustment periods; (3) continue to offer and attempt to increase the
consumer and commercial real estate loan portfolios; (4) require shorter
maturities for all other types of loans; (5) attempt to maintain cash and
investments well above the required liquidity levels; and (6) reduce reliance on
short-term deposits to fund loans. At March 31, 1996, the Association's one
year cumulative interest sensitivity gap as a percentage of total assets was a
positive 6.72%.
The dollar amount of interest-earning assets has remained relatively
stable; however, over the past two years the composition of interest-earning
assets has changed as one- to four-family loans have declined due to prepayments
or refinancing and consumer and commercial loans have increased due to
management's decision to expand its consumer and commercial real estate loan
portfolios to service existing customers. Although increasing consumer and
commercial lending entails greater risk than residential mortgage loans,
management has been able to maintain high asset quality; however, no assurance
can be made that delinquencies will not increase in the future.
The Association's portfolio of mortgage-backed securities has increased
significantly since 1994. Management has elected to purchase mortgage-backed
securities due to an increase in deposits that has provided additional funds for
investments. At March 31, 1996, the Association's mortgage-backed securities
consisted of adjustable rate and fixed rate securities backed by FHLMC, Federal
National Mortgage Association ("FNMA") and Government National Mortgage
Association ("GNMA"). Interest rate risk is inherent in holding any debt
security. As interest rates rise, the
34
<PAGE>
value of the security declines and conversely as interest rates decline, values
rise. Adjustable rate mortgage-backed securities have the contractual index
used, subject to the risk of prepayment. All of the adjustable rate mortgage-
backed securities in the portfolio are tied to the Eleventh District Cost of
Funds Index or the One Year Constant Maturity Treasury Index.
35
<PAGE>
The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at March 31, 1996, which are expected
to reprice or mature, based upon certain assumptions, in each of the future time
periods shown. Except as stated below, the amounts of assets and liabilities
shown which reprice or mature during a particular period were determined in
accordance with the earlier of term to repricing or the contractual terms of the
asset liability. For information regarding the contractual maturities of the
Association's loans, investments and deposits, see "Business--Lending
Activities," "Investment Activities" and "--Sources of Funds."
<TABLE>
<CAPTION>
Amounts Maturing or Repricing at March 31, 1996
-------------------------------------------------------------------------------------
Within 3 - 6 6 Months 1 - 3 3 - 5 Over
3 Months Months to 1 Year Years Years 5 Years Total
-------- ------ --------- ------ ------ -------- -------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest-Earning Assets:
First mortgage loans -
One- to four-family residential
Adjustable rate.................... $ 1,466 $ 1,466 $ 2,934 $ -- $ -- $ -- $ 5,866
Fixed rate......................... -- -- 127 149 247 989 1,512
Other properties
Adjustable rate.................... 197 197 393 -- -- -- 787
Fixed rate......................... -- -- 105 109 191 456 861
Construction
Adjustable rate.................... -- -- -- -- -- -- --
Fixed rate......................... -- -- 233 -- -- 85 318
Consumer and other loans............. 490 490 982 -- -- -- 1,962
Mortgage-backed securities........... 3,799 3,799 7,107 192 5 293 15,195
FHLB stock........................... -- -- -- -- -- 259 259
Interest-bearing deposits............ 1,789 -- -- -- -- -- 1,789
-------- -------- ------- ------ ------- ------ --------
Total interest-earning assets..... 7,741 5,952 11,881 450 443 2,082 28,549
-------- -------- ------- ------ ------- ------ --------
Interest-bearing liabilities:
Passbook accounts.................... 3,092 -- -- -- -- -- 3,092
Money market......................... 939 -- -- -- -- -- 939
NOW accounts......................... 3,208 -- -- -- -- -- 3,208
Certificate accounts................. 6,234 4,025 6,087 3,017 135 127 19,625
Federal Home Loan Bank advances...... -- -- -- -- -- -- --
-------- -------- ------- -------- ------- ------ -------
Total interest-bearing liabilities 13,473 4,025 6,087 3,017 135 127 26,864
-------- -------- ------- -------- ------- ------ -------
Interest-earning assets less
interest-bearing liabilities........ (5,732) 1,927 5,794 (2,567) 308 1,955 1,685
-------- -------- ------- -------- ------- ------ -------
Cumulative excess (deficiency) of
interest-sensitive assets over
interest-sensitive liabilities..... (5,732) (3,805) 1,989 (578) (270) 1,685 1,685
-------- -------- ------- -------- ------- ------ -------
Interest sensitivity gap to total
assets............................... (19.36)% (12.85)% 6.72% (1.95)% (0.91)% 5.69% 5.69%
-------- -------- ------- -------- ------- ------ -------
Ratio of interest-earning assets to
interest-bearing liabilities........ 57.46% 147.88% 195.19% 14.92% 328.15% 1,639.37% 106.27%
-------- -------- -------- -------- ------- -------- -------
Cumulative ratio of interest-earning
assets
to interest-bearing liabilities..... 57.46% 78.25% 108.43% 97.83% 98.99% 106.27% 106.27%
-------- -------- -------- -------- ------- -------- -------
</TABLE>
The Association's analysis of its interest-rate sensitivity incorporates
certain assumptions concerning the amortization of loans and mortgage-backed
securities. Repricing assumptions used for adjustable-rate loans and adjustable-
rate mortgage-backed securities are as follows: 25% of adjustable portfolio to
reprice within 3 months, 25% to reprice within 3-6 months and the remaining 50%
to reprice within 6 months to 1 year. Fixed rate loans and fixed rate mortgage-
backed securities are presented based on when the final contractual payment is
due. The interest-rate sensitivity of the Association's assets and liabilities
illustrated in the table could vary substantially if different assumptions were
used or if actual experience differs from the assumptions used.
36
<PAGE>
Net Portfolio Value. In order to encourage associations to reduce their
interest rate risk, the OTS adopted a rule incorporating an interest rate risk
("IRR") component into the risk-based capital rules. The IRR component is a
dollar amount that will be deducted from total capital for the purpose of
calculating an institution's risk-based capital requirement and is measured in
terms of the sensitivity of its net portfolio value ("NPV") to changes in
interest rates. NPV is the difference between incoming and outgoing discounted
cash flows from assets, liabilities, and off-balance sheet contracts. An
institution's IRR is measured as the change to its NPV as a result of a
hypothetical 200 basis point ("bp") change in market interest rates. A resulting
change in NPV of more than 2% of the estimated market value of its assets will
require the institution to deduct from its capital 50% of that excess change.
The rules provide that the OTS will calculate the IRR component quarterly for
each institution. The Association, based on asset size and risk-based capital,
has been informed by the OTS that it is exempt from this rule. Nevertheless, the
following table presents the Association's NPV at March 31, 1996, as calculated
by the OTS, based on information provided to the OTS by the Association.
<TABLE>
<CAPTION>
Change in
Interest Rates March 31, 1996
----------------------------------
in Basis Points Net Portfolio Value
----------------------------------
(Rate Shock) Amount Change
------------ -------- --------
(Dollars in thousands)
<S> <C> <C>
400 2,186 (18)%
300 2,412 (9)
200 2,567 (4)
100 2,649 0
Static 2,661
(100) 2,642 1
(200) 2,650 0
(300) 2,741 3
(400) 2,915 10
</TABLE>
Certain shortcomings are inherent in the method of analysis presented in
both the computation of NPV and in the analysis presented in the prior tables
setting forth the maturing and repricing of interest-earning assets and
interest-bearing liabilities. Although certain assets and liabilities may have
similar maturities or periods within which they will reprice, they may react
differently to changes in market interest rates. The interest rates on certain
types of assets and liabilities may fluctuate in advance of changes in market
interest rates, while interest rates on other types may lag behind changes in
market rates. Additionally, adjustable-rate mortgages have features which
restrict changes in interest rates on a short-term basis and over the life of
the asset. The proportion of adjustable-rate loans could be reduced in future
periods if market interest rates would decrease and remain at lower levels for a
sustained period, due to increased refinancing activity. Further, in the event
of a change in interest rates, prepayment and early withdrawal levels would
likely deviate significantly from those assumed in the table. Finally, the
ability of many borrowers to service their adjustable-rate debt may decrease in
the event of a sustained interest rate increase.
LIQUIDITY AND CAPITAL RESOURCES
The Association's primary sources of funds are deposits, borrowings,
principal and interest payments on loans, mortgage-backed and investment
securities. In the event that the Association should require funds beyond its
ability to generate them internally, additional sources of funds are available
through the use of FHLB advances. While scheduled loan repayments and maturing
investments are relatively predictable, deposit flows and early loan repayments
are more influenced by interest rates, general economic conditions and
competition.
Federal regulations require the Association to maintain minimum levels of
liquid assets. The required percentage has varied from time to time based upon
economic conditions and savings flows and is currently 5 percent of net
withdrawable savings deposits and borrowings payable on demand in one year or
less during the preceding
37
<PAGE>
calendar month. Liquid assets for purposes of this ratio include cash, certain
time deposits, U. S. Government, government agency and other securities and
obligations generally having remaining maturities of less than five years. The
Association's most liquid assets are cash and cash equivalents, short-term
investments and mortgage-backed and related securities. The levels of these
assets are dependent on the Association's operating, financing, lending and
investing activities during any given period. At March 31, 1996, December 31,
1995 and December 31, 1994 liquidity eligible assets totaled $2.6 million, $2.1
million, and $1.7 million, respectively. At those dates, the Association's
liquidity ratios were 10.0%, 8.2%, and 7.0%, respectively, all in excess of the
5% minimum regulatory requirement. Management anticipates initially maintaining
a somewhat higher liquidity ratio following the Conversion.
The Association uses its liquid resources principally to meet ongoing
commitments, to fund maturing certificates of deposit and deposit withdrawals,
to invest, to fund existing and future loan commitments, to maintain liquidity
and to meet operating expenses. At March 31, 1996, the Association had
outstanding commitments to extend credit which amounted to $277,000. Management
believes that loan repayments and other sources of funds will be adequate to
meet the Association's foreseeable liquidity needs.
At March 31, 1996, the Association had $16.3 million in certificates of
deposit due within one year and $10.5 million in savings and checkings accounts.
Based on past experience, management expects that most of the deposits will be
retained or replaced by new deposits.
The primary investment activities of the Association are the origination of
one- to four- family, commercial real estate, one- to four-family construction,
land and consumer loans, and the purchase of investment and mortgage-backed
securities. During the three months ended March 31, 1996 and 1995 and the years
ended December 31, 1995 and 1994, the Association originated loans totaling
$730,000, $970,000, $2.9 million and $3.7 million, respectively. During those
same periods, the Association purchased mortgage-backed securities totaling
$339,000, $782,000, $4.3 million, and $2.3 million, respectively. These
activities were funded primarily by deposits, principal repayments on loans and
mortgage-backed securities. The Association increased its purchases of mortgage-
backed securities as its deposits increased. The continued increase in mortgage-
backed securities and relatively flat lending activity could adversely affect
the Association's interest rate spreads.
As a federal mutual savings and loan association, the Association's capital
currently consists entirely of accumulated retained earnings. At March 31, 1996,
the Association's capital totaled $2.1 million or 7.1% of assets. Upon
Conversion, the consolidated capital of the Holding Company will consist of the
accumulated retained earnings of the Association and the net Conversion proceeds
from the sale of common stock. Assuming the net Conversion proceeds are
$2,150,000 (based upon the midpoint of the Estimated Valuation Range), the
Holding company would have had, at March 31, 1996, a pro forma ratio of capital
(as determined under GAAP) to assets of 12.7%.
Following completion of the Conversion, the Holding Company initially will
have no business other than that of the Association. Subject to regulatory
approval, the Holding Company intends to lend a portion of the net Conversion
proceeds to the ESOP to facilitate its purchase of Common Stock in the
Conversion. It is expected that the ESOP will purchase 8% of the total number of
shares sold in the Conversion. See "Management--Benefit Plans--Employee Stock
Ownership Plan." Management plans initially to invest the remaining net
Conversion proceeds to be retained by the Holding Company and the Association in
short- and intermediate-term securities. The Holding Company may use a portion
of the net Conversion proceeds to purchase shares of its Common Stock. See "Use
of Proceeds."
38
<PAGE>
The Holding Company's Board of Directors anticipates initially paying a
dividend on the Common Stock of $.30 per share per annum. The Board may,
however, consider a policy of paying quarterly cash dividends on the Common
Stock in the future. The declaration and payment of dividends are subject to,
among other things, the Holding Company's financial condition and results of
operations, regulatory capital requirements, including the fully phased-in
capital requirements, tax considerations, industry standards, economic
conditions, regulatory restrictions, general business practices and other
factors.
RECENT ACCOUNTING DEVELOPMENTS
SFAS No. 119, Disclosures About Derivative Financial Instruments and Fair
Value of Financial Instruments, requires disclosures of information such as
credit and market risks, cash requirements and accounting policies about
derivative financial instruments. SFAS No. 119 is effective for financial
statements issued for fiscal years ending after December 15, 1994, except for
entities with less than $150 million in total assets. For those entities, SFAS
No. 119 is effective for financial statements issued for fiscal years ending
after December 15, 1995. SFAS No. 119 was effective for the Association for the
year beginning January 1, 1995.
In November 1993, the AICPA issued SOP 93-6. The SOP requires that shares
to be released in an accounting period should be reflected in the consolidated
financial statements as compensation expense equal to the fair value of the
shares at the time of release. Thus, as shares increase or decrease in value,
earnings will be affected relative to the shares to be released in that period.
Additionally, the SOP requires that outstanding shares for purposes of computing
both primary and fully diluted earnings per share include only those shares
scheduled to be released in that or prior periods. Thus, as additional shares
are released by the ESOP in future periods, earnings per share may be diluted.
Shares of Common Stock of the Holding Company to be acquired by the ESOP are
scheduled to be released over a ten-year period commencing with the consummation
of the Conversion. However, the effect on net income and book value per share
for 1996 cannot be predicted due to the uncertainty of the fair value of the
shares subsequent to their issuance.
The Financial Accounting Standards Board has issued SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities, which requires
reporting of certain debt and equity securities at fair value with unrealized
gains and losses either included in the results of operations or reported in a
separate component of retained earnings. As of December 31, 1994, the
Association adopted SFAS No. 115. At March 31, 1996, the Association has
classified all investment securities consisting of FHLB stock as held to
maturity, classified $12.4 million of its mortgage-backed securities as held to
maturity and $2.8 million of its mortgage-backed securities as available for
sale. In November 1994, the OTS modified its regulatory capital standards
regarding the treatment of unrealized gains and losses on securities available
for sale under SFAS No. 115. The capital standards require that unrealized gains
and losses included in GAAP capital under SFAS No. 115 should not be included in
computing regulatory capital levels.
SFAS No. 122, Accounting for Mortgage Servicing Rights, will be effective
for the Association for the year beginning January 1, 1996 and generally
requires entities that sell or securitize loans and retain the mortgage
servicing rights to allocate the total cost of the mortgage loans to the
mortgage servicing right and the loan based on their relative fair value. Costs
allocated to mortgage servicing rights should be recognized as a separate asset
and amortized over the period of estimated net servicing income and evaluated
for impairment based on fair value. The adoption of this statement is not
expected to have a material effect on the financial statements.
Statement of Financial Accounting Standards No. 121 ("SFAS 121"),
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of," is effective for the fiscal year beginning January 1, 1996. The
statement requires that long-lived assets and certain identifiable intangibles
to be held and used by an entity be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. An impairment loss is recognized if the sum of the expected
future cash flows is less than the carrying amount of the asset. Management does
not expect the implementation of SFAS No. 121 to have a material impact on the
Association's consolidated financial position or results of operations.
39
<PAGE>
In April 1995, the FASB issued SOP 94-6, "Disclosure of Certain Significant
Risks and Uncertainties." This SOP applies to financial statements prepared in
conformity with generally accepted accounting principles by all nongovernmental
entities. The disclosure requirements in SOP 94-6 focus primarily on risks and
uncertainties that could significantly affect the amounts reported in the
financial statements in the near-term functioning of the reporting entity. The
risks and uncertainties discussed in SOP 94-6 stem from the nature of the
entity's operations, from the necessary use of estimates in the preparation of
the entity's financial statements, and from significant concentrations in
certain aspects of the entity's operations. SOP 94-6 is effective for financial
statements issued for fiscal years ending after December 31, 1995 and is not
expected to have any impact on the Association's operations.
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation," which is effective for transactions entered into after December
15, 1995. This Statement establishes financial accounting and reporting
standards for stock-based employee compensation plans. This Statement defines a
fair value based method of accounting for an employee stock option or similar
equity instrument and encourages all entities to adopt that method of accounting
for all of their employee stock compensation plans. However, it also allows an
entity to continue to measure compensation cost for those plans using the
intrinsic value based method of accounting prescribed by Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees." Under the fair
value based method, compensation cost is measured at the grant date based on the
value of the award and is recognized over the service period, which is usually
the vesting period. Under the intrinsic value based method, compensation cost is
the excess, if any, of the quoted market price of the stock at grant date or
other measurement date over the amount an employee must pay to acquire the
stock. Management presently anticipates that it will elect to use the intrinsic
value based method if the Stock Option Plan is approved by stockholders
following the Conversion.
IMPACT OF INFLATION AND CHANGING PRICES
The Financial Statements and Notes thereto presented herein have been
prepared in accordance with generally accepted accounting principles, which
generally require the measurement of financial position and operating results in
terms of historical dollars without considering the change in the relative
purchasing power of money over time due to inflation. The impact of inflation is
reflected in the increased cost of the Association's operations. Nearly all the
assets and liabilities of the Association are financial, unlike most industrial
companies. As a result, the Association's performance is directly impacted by
changes in interest rates, which are indirectly influenced by inflationary
expectations. The Association's ability to match the interest sensitivity of its
financial assets to the interest sensitivity of its financial liabilities in its
asset/liability management may tend to minimize the effect of change in interest
rates on the Association's performance. Changes in interest rates do not
necessarily move to the same extent as changes in the price of goods and
services. In the current increasing interest rate environment, liquidity and the
maturity structure of the Association's assets and liabilities are critical to
the maintenance of acceptable performance levels.
BUSINESS
GENERAL
As a community-oriented financial institution, the Association seeks to
serve the financial needs of the families in its market area. The principal
business of the Association has historically consisted of attracting retail
deposits from the general public and investing those funds primarily in first
mortgage loans on one- to four-family residential real estate, commercial real
estate loans, land loans and construction loans. The Association also originates
consumer loans and other loans consisting primarily of loans secured by
automobiles, manufactured homes, share loans and lines of credit. At March 31,
1996, substantially all of the Association's real estate mortgage loans, were
secured by properties located in the Association's market area. At March 31,
1996, gross loans receivable were $11.9 million, or 40.3% of total assets. In
recent periods, due to weak loan demand, the Association has invested a
significant portion of its assets in mortgage-backed securities.
40
<PAGE>
The Association currently offers a variety of deposit accounts, which
include passbook savings, NOW, non-interest bearing demand, money market and
certificate accounts. The Association generally solicits deposits in its primary
market area. The Association does not accept any brokered deposits.
CURRENT BUSINESS STRATEGY
The Association's business strategy is to operate as a well-capitalized,
profitable and independent community savings institution dedicated primarily to
home mortgage lending. The Association has sought to implement this strategy by
(1) maintaining asset quality, (2) maintaining acceptable levels of capital, and
(3) maintaining and, if possible, increasing the Association's interest rate
spread and other income.
The highlights of the Association's business strategy are as follows:
. Maintain Asset Quality. The Association has maintained its high asset
quality by using conservative underwriting standards and diligent
collection efforts. The Association's non-performing assets have
ranged between 0.39% and 0.69% of total assets during the last two
fiscal years and interim periods and represented 0.39% of total assets
at March 31, 1996. At March 31, 1996, the Association's ratio of
allowance for loan losses as a percent of net loans receivable was
2.74%, and its ratio of allowance for loan losses to total non-
performing loans was 412.0%.
. Capital Strength. At March 31, 1996, the Association had retained
earnings of $2.1 million, or 7.1% of total assets, and exceeded all of
its regulatory capital requirements with tangible and core capital of
7.1% of adjusted total assets and risk-based capital of 19.7% of total
risk-weighted assets. As a result of the Conversion and based on the
assumptions stated under "Pro Forma Data" at the midpoint of the
Estimated Valuation Range at March 31, 1996, the Association would
have had pro forma equity of approximately $3.0 million, or 9.7% of
total assets and its tangible, core and risk-based capital ratios
would have been 9.8%, 9.8% and 28.2%, respectively.
. Profitability. Although no assurance can be made regarding future
profitability, the Association has been profitable in each of the past
10 fiscal years. The Association had net income of $50,000 for the
three months ended March 31, 1996, $290,000 in fiscal 1995 and
$242,000 in fiscal 1994. The Association's net interest rate spread
was 2.93% (annualized), 3.05% and 3.48%, respectively, for the three
months ended March 31, 1996 and the fiscal years ended December 31,
1995 and 1994, respectively. The Association is attempting to increase
its interest rate spread by increasing its origination of commercial
real estate and consumer and other loans and purchasing mortgage-
backed securities with maturities exceeding ten years. The Association
has sought to improve the interest rate sensitivity of its interest
earning assets by emphasizing the origination of ARM loans, and
continuing to purchase adjustable rate mortgage-backed securities. At
March 31, 1996, 80% of the Association's one- to four-family loan
portfolio consisted of ARM loans. The Association has also attempted
to increase noninterest income by offering transaction accounts. Like
other financial institutions, the Association's profitability and
earnings are affected by changes in interest rates. See "Risk
Factors -Interest Rate Risk Exposure" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
MARKET AREA AND COMPETITION
First Federal serves Allen Parish, Louisiana and the surrounding parishes,
from its office in Oakdale, Louisiana. Allen Parish consists of small farms and
residential communities of predominantly one- to four-family residences. The
Association's market for deposits is concentrated in Allen Parish. The
Association is the only independent financial institution headquartered in Allen
Parish.
41
<PAGE>
The economy of the Association's market area consists primarily of small
farming communities, the timber and wood industry and state and local
government. The largest employers in the Association's market area are the
Federal Bureau of Prisons, which operates a corrections facility, Boise Cascade
Corporation, a wood manufacturer, Arizona Chemical, a division of International
Paper Co., Grand Casino, which is operated by the Coushatta Indians and the
Allen Parish School Board. In recent years the oil and gas industry has become a
growing segment of the Association's economy.
The Association's business and operating results are significantly affected
by the general economic conditions precedent in the Association's market area.
As of March 31, 1996, the latest date for which statistical data is available,
the unemployment rate in the Association's market area was 7.8%. Management
believes that the population in the Association's market area will remain stable
in the foreseeable future.
The Association faces significant competition in attracting deposits from
commercial banks, other savings institutions and credit unions. The Association
faces additional competition for deposits from short-term money market funds,
from other corporate and government securities funds and from brokerage funds
and insurance companies. The Association also faces significant competition in
the origination of loans from savings institutions, mortgage banking companies,
credit unions and commercial banks.
LENDING ACTIVITIES
GENERAL. The Association's loan portfolio consists primarily of loans
secured by real estate which consist primarily of loans secured by one- to four-
family residences, commercial real estate loans, construction loans and loans
secured by other properties. The Association also originates consumer and other
loans consisting primarily of loans secured by automobiles, manufactured homes,
share loans, lines of credit and other consumer loans. At March 31, 1996, the
Association's gross loans totaled $11.9 million, of which $7.8 million or 68.7%
were one-to four-family residential mortgage loans. Of the one- to four-family
mortgage loans outstanding at that date, 20.0% were fixed-rate loans, and 80.0%
were adjustable-rate loans. At March 31, 1996, $1.3 million or 11.5% of gross
loans were secured by commercial real estate properties consisting of retail
shops and churches, $318,000, or 2.8%, of gross loans were construction loans
for the construction of owner-occupied homes, and $249,000, or 2.2% of gross
loans consisted of land loans. At that date, consumer and other loans totaled
$2.2 million or 19.6% of the Association's gross loan portfolio, of which
$834,000, or 7.4%, consisted of share loans, $445,000, or 3.9%, consisted of
automobile loans, $415,000, or 3.7%, consisted of lines of credit to small farms
and businesses, $11,000 or 0.1% consisted of loans on manufactured homes and
$505,000 or 4.5% consisted of other loans (consisting of personal loans,
disaster relief loans, and loans to governmental entities and non-profit
organizations).
The Association also invests in mortgage-backed securities. At March 31,
1996, mortgage-backed securities totaled $15.2 million. See "Investment
Activities."
The Association's loans-to-one borrower limit is generally the greater of
15% of unimpaired capital and surplus or $500,000. See "Regulation - Federal
Regulation of Savings Associations." At March 31, 1996, the maximum amount
which the Association could have lent under this limit to any one borrower and
the borrower's related entities was approximately $500,000. At March 31, 1996,
the Association had no loans or groups of loans to related borrowers with
outstanding balances in excess of this amount. The Association's largest
lending relationship at March 31, 1996 was $299,000 in loans to one borrower
which was comprised of seven loans, six of which were secured by real estate and
one of which was a commercial loan. The Association's second largest lending
relationship at March 31, 1996 was $297,000 in loans to one borrower which was
comprised of eight loans, seven of which were secured by real estate and one of
which was an unsecured commercial loan. The Association's third largest lending
relationship totaled $274,000, which consisted of a commercial real estate loan
to a church. At March 31, 1996, all of these loans were performing in accordance
with their terms.
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<PAGE>
LOAN PORTFOLIO COMPOSITION. Set forth below is data relating to the
composition of the Association's loan portfolio by type of loan as of the dates
indicated.
<TABLE>
<CAPTION>
At March 31, At December 31,
------------------ -------------------------------------
1996 1995 1994
-------- -------- --------
Amount Percent Amount Percent Amount Percent
-------- -------- -------- -------- -------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Real estate loans:
One- to four-family residential.... $ 7,767 68.70% $ 7,918 70.50% $ 8,710 75.96%
Commercial real estate loans....... 1,294 11.45 1,208 10.76 881 7.68
Construction....................... 318 2.81 260 2.32 162 1.41
Land loans......................... 249 2.20 203 1.81 181 1.58
Other real estate loans............ 105 0.93 131 1.17 235 2.05
------- ------ ------- ------ ------- ------
Total first mortgage loans.......... 9,733 86.09 9,720 86.55 10,169 88.69
------- ------ ------- ------ ------- ------
Consumer and other loans:
Automobile......................... 445 3.94 496 4.42 460 4.01
Manufactured homes................. 11 0.10 12 0.11 21 0.18
Share loans........................ 834 7.38 800 7.12 765 6.67
Lines of credit.................... 415 3.67 440 3.92 165 1.44
Other loans........................ 505 4.47 415 3.70 345 3.01
------- ------ ------- ------ ------- ------
Total consumer and other loans.. 2,210 19.55 2,163 19.26 1,756 15.31
------- ------ ------- ------ ------- ------
Total loans receivable.......... 11,943 105.63 11,883 105.82 11,925 104.00
Less:
Undisbursed loan proceeds.......... (328) (2.90) (335) (2.98) (130) (1.13)
Unearned discounts................. -- -- -- -- (1) (.01)
Allowance for loan losses.......... (309) (2.73) (317) (2.82) (328) (2.86)
------- ------ ------- ------ ------- ------
Total loans receivable,
net............................ $11,306 100.00% $11,231 100.00% $11,466 100.00%
======= ====== ======= ====== ======= ======
</TABLE>
ONE- TO FOUR-FAMILY MORTGAGE LOANS. The Association's primary lending
activity is the origination of one- to four-family, owner-occupied, residential
mortgage loans secured by property located in the Association's market area.
Loans are generated through the Association's marketing efforts, its existing
customers and referrals, real estate brokers, builders and local businesses. The
Association generally has limited its real estate loan originations to the
financing of properties located within its market area and will not make out of
state loans. At March 31, 1996, the Association had $7.8 million, or 68.7% of
its gross loan portfolio, invested in mortgage loans secured by one- to four-
family residences.
The Association originates for retention in its portfolio fixed-rate
residential one- to four-family loans with terms of up to 15 years. The
Association's fixed-rate mortgage loans amortize monthly with principal and
interest due each month. Residential real estate loans often remain outstanding
for significantly shorter periods than their contractual terms because borrowers
may refinance or prepay loans at their option.
The Association currently offers ARM loans with amortization periods
ranging up to 30 years. The Association generally offers ARM loans that either
adjust every year or every three years from the date of origination, with
interest rate adjustment limitations up to two percentage points per adjustment
and with a cap of up to six percentage points on total interest rate increases
over the life of the loan. Currently, ARM loans are originated with a minimum
interest rate of five percent and a maximum rate of 15% regardless of the
initial rate. In a rising interest rate environment, such rate limitations may
prevent ARM loans from repricing to market interest rates, which would have an
adverse effect on net interest income. The Association has used different
interest indices for ARM loans in the past, and currently uses the National
Average Contract Interest Rate for Major Lenders on the Purchase of Previously
Occupied Loans as its index. ARM loans secured by residential one- to four-
family real estate totaled $6.1 million, or 80.0% of the Association's total
one- to four-family residential real estate loans
43
<PAGE>
receivable at March 31, 1996. The origination of fixed-rate mortgage loans
versus ARM loans is monitored on an ongoing basis and is affected significantly
by the level of market interest rates, customer preference, the Association's
interest rate gap position and loan products offered by the Association's
competitors. Particularly in a relatively low interest rate environment,
borrowers may prefer fixed-rate loans to ARM loans. During the three months
ended March 31, 1996, the Association originated $180,000 in fixed-rate
residential mortgage loans and no ARM loans. During fiscal 1995, the
Association originated $286,000 of fixed-rate residential mortgage loans and
$927,000 of ARM loans.
The primary purpose of offering ARM loans is to make the Association's
loan portfolio more interest rate sensitive. However, as the interest income
earned on ARM loans varies with prevailing interest rates, such loans do not
offer the Association predictable cash flows as would long-term, fixed-rate
loans. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Asset and Liability Management--Interest Rate Sensitivity
Analysis." ARM loans carry increased credit risk associated with potentially
higher monthly payments by borrowers as general market interest rates increase.
It is possible, therefore, during periods of rising interest rates, that the
risk of delinquencies and defaults on ARM loans may increase due to the upward
adjustment of interest costs to the borrower, resulting in increased loan
losses.
The Association's residential first mortgage loans customarily include
due-on-sale clauses, which are provisions giving the Association the right to
declare a loan immediately due and payable in the event, among other things,
that the borrower sells or otherwise disposes of the underlying real property
serving as security for the loan. Due-on-sale clauses are a means of imposing
assumption fees and increasing the interest rate on the Association's mortgage
portfolio during periods of rising interest rates.
Effective December 19, 1993, all financial institutions were required to
adopt and maintain comprehensive written real estate lending policies that are
consistent with safe and sound banking practices. These lending policies must
reflect consideration of the Interagency Guidelines for Real Estate Lending
Policies adopted by the Federal banking agencies, including the OTS, in December
1992 ("Guidelines"). The Guidelines set forth, pursuant to the mandates of the
FDICIA, uniform regulations prescribing standards for real estate lending. Real
estate lending is defined as extension of credit secured by liens on interests
in real estate or made for the purpose of financing the construction of a
building or other improvements to real estate, regardless of whether a lien has
been taken on the property.
The policies must address certain lending considerations set forth in
the Guidelines, including loan-to-value ("LTV") limits, loan administration
procedures, underwriting standards, portfolio diversification standards, and
documentation, approval and reporting requirements. These policies must also be
appropriate based upon the size of the institution and the nature and scope of
its operations, and must be reviewed and approved by the institution's board of
directors at least annually. The LTV ratio framework, with an LTV ratio being
the total amount of credit to be extended divided by the appraised value of the
property at the time the credit is originated, must be established for each
category of real estate loans. If not a first lien, the lender must combine all
senior liens when calculating this ratio. The Guidelines, among other things,
establish the following supervisory LTV limits: raw land (65%); land development
(75%); construction (commercial, multi-family and nonresidential) (80%);
improved property (85%); and owner occupied one- to four-family residential (no
maximum ratio, however, any LTV ratio in excess of 90% requires appropriate
insurance or readily marketable collateral).
Certain institutions are permitted to make real estate loans that do not
conform with the established LTV ratio limits up to 100% of the institution's
total capital. Within this aggregate limit, total loans for all commercial,
agricultural, multi-family and other non-one- to four-family residential
properties should not exceed 30% of total capital. An institution will come
under increased supervisory scrutiny as the total of such loans approaches these
levels. Certain loans are exempt from the LTV ratios (e.g., those guaranteed by
a government agency, loans to facilitate the sale of real estate owned, loans
renewed, refinanced or restructured by the original lender(s) to the same
borrower(s) where there is no advancement of new funds, etc.).
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<PAGE>
Regulations limit the amount that a savings association may lend
relative to the appraised value of the real estate securing the loan, as
determined by an appraisal at the time of loan origination. Such regulations
permit a maximum LTV ratio of 95% for residential property (and 100% for loans
guaranteed by the Veterans Administration) and 90% for all other real estate
loans. The Association's lending policies, however, generally limit the maximum
LTV ratio on fixed-rate and ARM loans to 95% of the lesser of the appraised
value or the purchase price of the property securing the loan in the case of
loans secured by one- to four-family owner-occupied properties. The maximum LTV
ratio on other types of real estate loans is generally the lesser of 80% of the
appraisal value or the purchase price of the property.
When underwriting residential real estate loans, the Association reviews
and verifies each loan applicant's employment, income and credit history.
Management believes that stability of income and past credit history are
integral parts in the underwriting process. Generally, the applicant's total
monthly mortgage payment, including all escrow amounts, is limited to 28% of the
applicant's total monthly income. In addition, total monthly obligations of the
applicant, including mortgage payments, should not generally exceed 42% of total
monthly income. Written appraisals are generally required on real estate
property offered to secure an applicant's loan. For real estate loans with LTV
ratios of between 80% and 95%, the Association requires private mortgage
insurance. The Association requires fire, casualty and where necessary flood
insurance on all properties securing real estate loans. The Association
requires title insurance, and an attorney's title opinion.
COMMERCIAL REAL ESTATE LOANS. The Association originates commercial
real estate loans typically secured by retail facilities, churches and office
buildings. At March 31, 1996, $1.3 million, or 11.5% of the Association's gross
loan portfolio consisted of commercial real estate loans. At March 31, 1996,
all of the Association's commercial real estate loans were secured by properties
within the State of Louisiana. The maximum loan to value ratio for commercial
real estate loans originated by the Association is 80%. At March 31, 1996, the
largest commercial real estate loan had a principal balance of $274,000, and was
secured by church property. The loan was performing in accordance with its
terms at March 31, 1996.
The underwriting standards employed by the Association for commercial
real estate loans include a determination of the applicant's credit history and
an assessment of the applicant's ability to meet existing obligations and
payments on the proposed loan. Written appraisals are obtained on all
commercial real estate loans. The Association assesses the creditworthiness of
the applicant by reviewing a credit report, financial statements and tax returns
on the applicant.
Loans secured by commercial real estate generally involve a greater
degree of credit risk than one- to four-family mortgage loans. The increased
risk is the result of several factors, including the effects of general economic
conditions in income producing properties and the successful operation or
management of the properties securing the loans. Furthermore, the repayment of
loans secured by commercial real estate is typically dependent upon the
successful operation of the related business and real estate property. If the
cash flow from the project is reduced, the borrower's ability to repay the loan
may be impaired.
LAND LOANS. The Association offers land loans, primarily loans to
purchase and develop single family homesites, which may consist of individual
lots or large acreage tracts. At March 31, 1996, $249,000, or 2.2% of the
Association's gross loan portfolio consisted of land loans. The maximum loan
amount generally does not exceed 75% of the appraised value of the property.
The terms of land loans are negotiated on a case by case basis; however, fixed
rate loans are typically originated for terms of 5 years or less; adjustable
rate land loans are originated for terms up to 15 years and will either adjust
at a premium over the prime rate or will be based upon the National Average
Contract Interest Rate for Major Lenders on the Purchase of Previously Occupied
Loans. The Association will make a limited number of land loans for speculation
purposes. Land loans are typically made to companies or individuals with whom
the Association has had a prior business relationship.
45
<PAGE>
CONSTRUCTION LENDING. At March 31, 1996, the Association had $318,000
or 2.8% of its gross loan portfolio, invested in construction loans. First
Federal offers loans to both builders and individuals for the construction of
one- to four-family residences. Currently, such loans are offered with fixed-
or adjustable-rates of interest, with loan terms of six months. The interest
rates of construction loans are typically at a margin over the prime rate or the
National Average Contract Interest Rate for Major Lenders on the Purchase of
Previously Owned Homes. The maximum loan amount will not exceed 80% of the
appraised value of the project. The Association requires the builder to submit
plans, specifications and cost projections. In addition, the Association
reviews the borrower's existing financial condition, including total outstanding
debt. Funds are dispersed as the construction project progresses. Following
the construction period, these loans may convert to permanent loans, generally
with terms for up to 15 years if the interest rate is fixed and up to 30 years
if the interest rate is adjustable. At March 31, 1996, none of the
Association's construction loans were non-performing.
Construction lending and land loans are generally considered to involve
a higher level of credit risk than one- to four-family residential lending since
the risk of loss on construction loans is dependent largely upon the accuracy of
the initial estimate of the individual property's value upon completion of the
project and the estimated cost (including interest) of the project. If the cost
estimate proves to be inaccurate, the Association may be required to advance
funds beyond the amount originally committed to permit completion of the
project.
CONSUMER AND OTHER LENDING. First Federal offers a variety of consumer
loans, including loans secured by deposits, lines of credit, automobile and home
improvement loans. The Association currently originates substantially all of
its consumer loans in its primary market area generally to its existing
customers. At March 31, 1996, the Association's consumer and other loan
portfolio totaled $2.2 million, or 19.6% of its gross loan portfolio.
The Association offers loans secured by the borrower's savings deposits
("share loans"). At March 31, 1996, share loans totaled $834,000, or 7.4% of
the Association's gross loan portfolio.
First Federal originates home improvement loans. Home equity and home
improvement loans secured by second mortgages, together with loans secured by
all prior liens, are generally limited to 80% or less of the appraised value of
the home. Generally, such loans have a maximum term of up to 15 years. As of
March 31, 1996, home improvement loans amounted to $82,000, which represented
.68% of the Association's gross loan portfolio.
The Association also originates lines of credit for businesses. These
loans are made on both a secured and unsecured basis. Lines of credit may be
secured by real estate, equipment and inventory. They are generally originated
with interest rates that adjust at a premium above the prime rate. All lines of
credit are reviewed annually by the Association.
Another component of the Association's consumer loan portfolio consists
of automobile loans. The Association originates automobile loans on a direct
basis, where the Association extends credit directly to the borrower. These
loans generally have terms that do not exceed five years and carry a fixed-rate
of interest. Generally, loans on new vehicles are made in amounts up to 80% of
dealer cost and loans on used vehicles are made in amounts up to 80% of the
vehicle's published NADA value. At March 31, 1996, the Association's automobile
loans totaled $445,000 million or 3.9% of the Association's gross loan
portfolio.
Consumer loan terms vary according to the type and value of collateral,
length of contract and creditworthiness of the borrower. The underwriting
standards employed by the Association for consumer loans include an application,
a determination of the applicant's payment history on other debts and an
assessment of ability to meet existing obligations and payments on the proposed
loan. Although creditworthiness of the applicant is a primary consideration,
the underwriting process also includes a comparison of the value of the
security, if any, in relation to the proposed loan amount.
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<PAGE>
Consumer loans entail greater credit risk than do residential mortgage
loans, particularly in the case of consumer loans which are unsecured or are
secured by rapidly depreciable assets, such as automobiles. Further, any
repossessed collateral for a defaulted consumer loan may not provide an adequate
source of repayment of the outstanding loan balance as a result of the greater
likelihood of damage, loss or depreciation. In addition, consumer loan
collections are dependent on the borrower's continuing financial stability, and
thus are more likely to be affected by adverse personal circumstances.
Furthermore, the application of various federal and state laws, including
bankruptcy and insolvency laws, may limit the amount which can be recovered on
such loans. Management believes that its level of delinquencies is relatively
low in comparison with other financial institutions, and that its low level of
consumer loan delinquencies is attributable to the Association's policy of
aggressively contacting borrowers who become delinquent in repaying their loans.
At March 31, 1996, $13,000 in consumer loans were non-performing. See "- Non-
Performing Assets and Classified Assets." There can be no assurances, however,
that delinquencies will not increase in the future.
LOAN MATURITY SCHEDULE
The following table sets forth certain information at December 31, 1995,
regarding the dollar amount of loans maturing in the Association's portfolio
based on their contractual terms to maturity. Demand loans, loans having no
stated schedule of repayments and no stated maturity, and overdrafts are
reported as due in one year or less.
<TABLE>
<CAPTION>
One Three Five Ten Twenty
Within Through Through Through Through Years
One Year Three Years Five Years Ten Years Twenty Years Or More Total
-------- ----------- ---------- --------- ------------ ------- -------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
First mortgage loans:
One- to four-family residential.. $ 223 $ 321 $ 427 $ 2,546 $ 3,340 $ 1,061 $ 7,918
Other properties................. 132 137 225 511 494 43 1,542
Construction..................... 175 -- -- 35 50 -- 260
Consumer and other loans........... 1,180 380 603 -- -- -- 2,163
------- ------ ------- ------- ------- ------- --------
Total......................... $ 1,710 $ 838 $ 1,255 $ 3,092 $ 3,884 $ 1,104 $ 11,883
======= ====== ======= ======= ======= ======= ========
</TABLE>
The following table sets forth the dollar amount of all loans at December 31,
1995 that have predetermined interest rates and have floating or adjustable
interest rates and which are due after December 31, 1996.
<TABLE>
<CAPTION>
Floating or
Fixed-Rates Adjustable Rates Total
----------- ---------------- -----------
(In Thousands)
<S> <C> <C> <C>
First mortgage loans:
One- to four-family residential......................................... $1,307 $6,389 $ 7,696
Other properties........................................................ 594 816 1,410
Construction............................................................ 85 -- 85
Consumer and other loans.................................................. 982 -- 982
------ ------ -------
Total................................................................ $2,968 $7,205 $10,173
====== ====== =======
</TABLE>
47
<PAGE>
ORIGINATION OF LOANS
Loan originations are developed from continuing business with depositors
and borrowers, soliciting realtors, builders, walk-in customers and third-party
sources. All real estate loans must be approved by the Association's board of
directors. Consumer and other loans up to $15,000 may be approved by the
Association's President. All other consumer and other loans must be approved by
the Board of Directors.
While the Association originates both adjustable-rate and fixed-rate loans,
its ability to originate loans to a certain extent is dependent upon the
relative customer demand for loans in its market, which is affected by the
interest rate environment, among other factors. For the three months ended March
31, 1996, the Association originated $852,000 in fixed-rate loans and $104,000
in adjustable-rate loans. For the year ended December 31, 1995, the Association
originated $2.8 million in fixed-rate loans and $1.5 million in adjustable rate
loans.
In recent years the Association has neither purchased, nor sold loans.
All loans originated by the Association are retained in the Association's
portfolio.
Set forth below is a table showing the Association's loan originations and
repayments for the periods indicated.
<TABLE>
<CAPTION>
Three Months
Ended March 31, Year Ended December 31,
----------------------- -----------------------
1996 1995 1995 1994
-------- --------- -------- ---------
(In Thousands)
<S> <C> <C> <C> <C>
Loans receivable at beginning of period.. $ 11,883 $ 11,926 $ 11,925 $ 11,431
-------- --------- -------- ---------
Originations:
First mortgage loans -
One- to four-family residential........ 150 173 482 1,006
Construction........................... 94 138 243 493
Other properties....................... 137 111 257 160
Consumer and other loans:
Automobile............................. 58 37 359 554
Manufactured home...................... -- -- 38 11
Other.................................. 271 306 773 540
Refinancing............................. 17 200 765 933
-------- --------- -------- ---------
Total originations................... 727 965 2,917 3,697
Transfer of mortgage loans
to foreclosed real estate............ -- -- -- (91)
Repayments............................. (667) (742) (2,959) (3,111)
-------- --------- -------- ---------
Net loan activity........................ 60 223 (42) 495
-------- --------- -------- ---------
Total loans receivable
at end of period................. $ 11,943 $ 12,149 $ 11,883 $ 11,926
======== ========= ======== =========
</TABLE>
DELINQUENCIES AND CLASSIFIED ASSETS
The Association's collection procedures provide that when a loan is 15 days
past due, a computer-generated late charge notice is sent to the borrower
requesting payment plus a late charge. If the loan remains delinquent a
telephone call is made or a letter is sent to the borrower stressing the
importance of reinstating the loan and obtaining reasons for the delinquency
before the loan becomes delinquent after 30 days. After 45 days a written
commitment to bring the loan current is required. When a loan continues in a
delinquent status for 90 days or more, and a repayment schedule has not been
made or adhered to by the borrower, a notice of intent to foreclose upon the
underlying property is sent to the borrower by the Association's attorney,
giving the borrower 10 days to cure the delinquency. If not cured, foreclosure
proceedings are initiated.
48
<PAGE>
In recent years the Association has increased its collection efforts by
more closely monitoring delinquent loans and employing diligent collection
efforts. Management believes that these efforts have contributed to the loan
portfolio's low delinquency levels. At March 31, 1996, December 31, 1995 and
1994 the percentage of total loans delinquent 90 days or more to net loans
receivable were .05%, .06% and 0%, respectively.
DELINQUENT LOANS AND NONPERFORMING ASSETS. Generally, when a loan becomes
more than 90 days delinquent, the Association will place the loan on non-accrual
status and previously accrued interest income on the loan is charged against
current income. The loan will remain on a non-accrual status as long as the loan
is more than 90 days delinquent.
Real estate acquired through foreclosure or by deed-in-lieu of foreclosure
is classified as real estate owned until such time as it is sold. When real
estate owned is acquired, it is recorded at the lower of the unpaid principal
balance of the related loan, or its fair market value, less estimated selling
expenses. Any further write-down of real estate owned is charged against
earnings. At March 31, 1996, the Association owned approximately $39,000 of
property classified as real estate owned.
Delinquent consumer loans are handled in a similar manner as to those
described above; however, shorter time frames for each step apply due to the
type of collateral generally associated with such types of loans. The
Association's procedures for repossession and sale of consumer collateral are
subject to various requirements under Louisiana and federal consumer protection
laws.
The following table sets forth information with respect to the
Association's delinquent loans and other problem assets at March 31, 1996.
<TABLE>
<CAPTION>
At March 31, 1996
-----------------------
Balance Number
------- ------
(In Thousands)
<S> <C> <C>
One- to four-family residential real estate:
Loans 60 to 89 days delinquent....................... $ 42 3
Loans 90 days or more delinquent..................... -- --
Other properties:
Loans 60 to 89 days delinquent....................... -- --
Loans 90 days or more delinquent..................... -- --
Construction:
Loans 60 to 89 days delinquent....................... -- --
Loans 90 days or more delinquent..................... -- --
Consumer and other loans:
Loans 60 to 89 days delinquent....................... -- --
Loans 90 days or more delinquent..................... -- --
Foreclosed real estate and repossessions............... 39 1
Other nonperforming assets............................. -- --
Restructured loans within the meaning of Statement of
Financial Accounting Standards No. 15 (not included
in other nonperforming categories above)............. 186 11
Loans to facilitate sale of real estate owned.......... 574 27
</TABLE>
49
<PAGE>
The following table sets forth information regarding delinquent loans and
real estate owned by the Association at the dates indicated. At March 31, 1996,
the Association had $186,000 in restructured loans within the meaning of SFAS
15.
<TABLE>
<CAPTION>
At March At December 31,
1996 1995 1994
---------- -------- --------
(Dollars In Thousands)
<S> <C> <C> <C>
Non-accruing loans:
First mortgage loans:
One- to four-family residential........... $ 57 $ 144 $ 62
Other properties.......................... -- -- --
Construction.............................. -- -- --
Consumer and other loans.................... 13 11 --
------- ------- -------
Total non-accruing loans.................. 70 155 62
------- ------- -------
Accruing loans past due 90 days or more:
First mortgage loans:
One- to four-family residential........... $ -- -- --
Other properties.......................... -- -- --
Construction.............................. -- -- --
Consumer and other loans.................... 5 6 --
------- ------- -------
Total accruing loans delinquent
90 days or more....................... 5 6 --
------- ------- -------
Total non-performing loans.......... 75 161 62
------- ------- -------
Total real estate owned..................... 39 39 45
------- ------- -------
Total non-performing assets............ $ 114 $ 200 $ 107
======= ======= =======
Performing troubled debt restructurings...... $ 186 $ 191 $ 121
======= ======= =======
Total non-performing assets and troubled
debt restructurings....................... $ 300 $ 391 $ 228
======= ======= =======
Total loans delinquent 90 days or more to
net loans receivable........................ 0.05% 0.06% 0.00%
------- ------- -------
Total loans delinquent 90 days or more to
total assets................................ 0.02% 0.02% 0.00%
------- ------- -------
Total non-performing loans and REO
to total assets............................. 0.39% 0.69% 0.50%
------- ------- -------
Total non-performing assets and troubled
debt restructurings to total assets......... 1.01% 1.35% 0.85%
------- ------- -------
</TABLE>
50
<PAGE>
DELINQUENT LOANS
The following table sets forth information with respect to loans past due
60-89 days in the Association's portfolio at the dates indicated.
<TABLE>
<CAPTION>
At March At December 31,
-----------------------
1996 1995 1994
------------- ---------- ----------
(In Thousands)
<S> <C> <C> <C>
Loans past due 60-89 days:
First mortgage loans:
One- to four-family residential.. $ 42 $ 15 $ 32
Other properties................. -- -- --
Construction..................... -- -- --
Consumer and other loans........... -- 10 12
</TABLE>
For the year ended December 31, 1995 and the three months ended March 31,
1996 gross interest income which would have been recorded had the non-accruing
loans been current in accordance with their original terms amounted to $21,000
and $10,000, respectively. The amount that was included in interest income on
such loans was $9,000 and $1,000 for the year ended December 31, 1995 and the
three months ended March 31, 1996, respectively.
CLASSIFIED ASSETS. Federal regulations provide for the classification of
loans and other assets, such as debt and equity securities, considered by the
OTS to be of lesser quality, as "substandard," "doubtful" or "loss." An asset is
considered "substandard" if it is inadequately protected by the current net
worth and paying capacity of the obligor or the collateral pledged, if any.
"Substandard" assets include those characterized by the "distinct possibility"
that the insured institution will sustain "some loss" if the deficiencies are
not corrected. Assets classified as "doubtful" have all of the weaknesses
inherent in those classified "substandard" with the added characteristic that
the weaknesses present make "collection or liquidation in full" on the basis of
currently existing facts, conditions and values, "highly questionable and
improbable." Assets classified as "loss" are those considered "uncollectible"
and of such little value that their continuance as assets without the
establishment of a specific loss reserve is not warranted.
When an insured institution classifies problem assets as either substandard
or doubtful, it may establish general allowances for losses in an amount deemed
prudent by management. General allowances represent loss allowances which have
been established to recognize the inherent risk associated with lending
activities, but which, unlike specific allowances, have not been allocated to
particular problem assets. When an insured institution classifies problem assets
as "loss," it is required either to establish a specific allowance for losses
equal to 100% of that portion of the asset so classified or to charge-off such
amount. An institution's determination as to the classification of its assets
and the amount of its valuation allowances is subject to review by the
regulatory authorities, who may order the establishment of additional general or
specific loss allowances.
In connection with the filing of its periodic reports with the OTS and in
accordance with its classification of assets policy, the Association regularly
reviews loans in its portfolio to determine whether such assets require
classification in accordance with applicable regulations. On the basis of
management's review of its assets, at March 31, 1996, the Association had
classified a total of $182,000 of its assets as substandard, $0 as doubtful, and
$50,000 as loss. At March 31, 1996, total classified assets comprised $232,000,
or 11.0% of the Association's capital, or 0.78% of the Association's total
assets.
OTHER LOANS OF CONCERN. Other than the non-performing loans set forth in
the tables above, as of March 31, 1996, there were no loans classified by the
Association with respect to which known information about the possible credit
problems of the borrowers or the cash flows of the security properties have
caused management to have some doubts as to the ability of the borrowers to
comply with present loan repayment terms and which may result in the future
inclusion of such items in the non-performing asset categories.
51
<PAGE>
ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is established
through a provision for loan losses based on management's evaluation of the risk
inherent in its loan portfolio and changes in the nature and volume of its loan
activity, including those loans which are being specifically monitored by
management. Such evaluation, which includes a review of loans for which full
collectibility may not be reasonably assured, considers among other matters, the
loan classifications discussed above, the estimated fair value of the underlying
collateral, economic conditions, historical loan loss experience, the amount of
loans outstanding and other factors that warrant recognition in providing for an
adequate loan loss allowance.
Real estate properties acquired through foreclosure are recorded at the
lower of cost or fair value minus estimated cost to sell. If fair value at the
date of foreclosure is lower than the balance of the related loan, the
difference will be charged-off to the allowance for loan losses at the time of
transfer. Valuations are periodically updated by management and if the value
declines, a specific provision for losses on such property is established by a
charge to operations. At March 31, 1996, the Association had properties with a
net book value of $39,000 which were acquired through foreclosure.
Although management believes that it uses the best information available to
determine the allowance, unforeseen market conditions could result in
adjustments and net earnings could be significantly affected if circumstances
differ substantially from the assumptions used in making the final
determination. Future additions to the Association's allowance for loan losses
will be the result of periodic loan, property and collateral reviews and thus
cannot be predicted in advance. In addition, federal regulatory agencies, as an
integral part of the examination process, periodically review the Association's
allowance for loan losses. Such agencies may require the Association to increase
the allowance based upon their judgment of the information available to them at
the time of their examination. At March 31, 1996, the Association had a total
allowance for loan losses of $309,000, representing 412.0% of total non-
performing loans and 2.7% of the Association's loans, net. See Note 4 of the
Notes to Financial Statements.
52
<PAGE>
The following table sets forth the allocation for loan losses by category
for the periods indicated.
<TABLE>
<CAPTION>
At March 31, At December 31,
------------------------- ---------------------------------------------------
1996 1995 1994
------------------------- ---------------------- ------------------------
% of Loans % of Loans % of Loans
In Each In Each In Each
Category to Category to Category to
Amount Total Loans Amount Total Loans Amount Total Loans
------ ----------- ------ ----------- ------ -----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
First mortgage loans
One- to four-family residential.. $ 219 65.04% $ 230 66.63% $ 242 73.04%
Other properties................. 40 13.80 37 12.98 36 10.88
Construction..................... -- 2.66 -- 2.19 -- 1.36
Consumer and other loans........... 50 18.50 50 18.20 50 14.72
------ ------- ------ ------- ------ -------
Balance, end of period......... $ 309 100.00% $ 317 100.00% $ 328 100.00%
====== ======= ====== ======= ====== =======
</TABLE>
The following table sets forth information with respect to the
Association's allowance for loan losses at the dates indicated.
<TABLE>
<CAPTION>
Three Months
Ended March 31, Year Ended December 31,
------------------ -------------------------
1996 1995 1995 1994
------ ------ ------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Balance at beginning of period................ $ 317 $ 328 $ 328 $ 333
Charge-offs:
First mortgage loans........................ -- -- -- --
Consumer and other loans.................... -- (1) (7) (14)
Recoveries:
First mortgage loans........................ -- -- -- --
Consumer and other loans.................... 1 15 17 7
------- ------- ------- -------
Net charge-offs........................... 1 14 10 (7)
Provision for loan losses (recoveries).. (9) (8) (21) 2
Balance, at end of period..................... $ 309 $ 334 $ 317 $ 328
======= ======= ======= =======
Allowance for loan losses as a per-
cent of net loans receivable at
end of period............................... 2.74% 2.88% 2.83% 2.86%
Ratio of net loans charged off during
the period to average loans outstanding
during the period........................... 0.01% 0.13% 0.09% (0.07)%
Ratio of allowance for loan losses
to total non-performing loans
at end of period............................ 412.00% 491.18% 196.90% 529.04%
Ratio of allowance for loan losses
to total non-performing loans
and REO at end of period 271.05% 298.22% 158.50% 306.54%
</TABLE>
53
<PAGE>
INVESTMENT ACTIVITIES
GENERAL. First Federal must maintain minimum levels of investments that
qualify as liquid assets under OTS regulations. Liquidity may increase or
decrease depending upon the availability of funds and comparative yields on
investments in relation to the return on loans. Historically, the Association
has generally maintained liquid assets at levels above the minimum requirements
imposed by the OTS regulations and at levels believed adequate to meet the
requirements of normal operations, including repayments of maturing debt and
potential deposit outflows. Cash flow projections are regularly reviewed and
updated to assure that adequate liquidity is maintained. At March 31, 1996, the
Association's liquidity ratio (liquid assets as a percentage of net withdrawable
savings deposits and current borrowings) was 10.0%. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -Liquidity and
Capital Resources" and "Regulation - Liquidity."
Federally chartered savings institutions have the authority to invest in
various types of liquid assets, including United States Treasury obligations,
securities of various federal agencies, certain certificates of deposit of
insured banks and savings institutions, certain bankers' acceptances, repurchase
agreements and federal funds. Subject to various restrictions, federally
chartered savings institutions may also invest their assets in commercial paper,
investment grade corporate debt securities and mutual funds whose assets conform
to the investments that a federally chartered savings institution is otherwise
authorized to make directly.
Generally, the investment policy of the Association, as established by the
Board of Directors, is to invest funds among various categories of investments
and maturities based upon the Association's liquidity needs, asset/liability
management policies, investment quality, marketability and performance
objectives.
MORTGAGE-BACKED SECURITIES. The Association purchases mortgage-backed
securities to supplement residential loan production and as part of its
asset/liability strategy. The type of securities purchased is based upon the
Association's asset/liability management strategy and balance sheet objectives.
For instance, substantially all of the mortgage-backed investments purchased by
the Association over the last several years have had adjustable rates of
interest. Management believes that the adjustable rate feature of the mortgages
underlying adjustable rate mortgage-backed securities generally will help to
reduce changes in the value of the mortgage-backed security in response to
normal interest rate fluctuations. As the interest rates on the mortgages
underlying the adjustable rate mortgage-backed securities are reset
periodically, the yields of such securities will gradually align themselves to
reflect changes in the market rates so that the market value of such securities
will remain relatively constant as compared to fixed rate instruments. The
Association has invested primarily in federal agency securities, principally
Federal Home Loan Mortgage Corporation ("FHLMC"), Government National Mortgage
Association ("GNMA") and Federal National Mortgage Association ("FNMA")
obligations. At March 31, 1996, the Association's investment in mortgage-backed
securities totaled $15.2 million or 53.7% of its total assets. At March 31,
1996, $12.4 million of the Association's mortgage-backed securities were
classified as held-to-maturity and $2.8 million were classified as available for
sale. See Note 3 of the Notes to Financial Statements.
The FNMA, FHLMC and GNMA certificates are modified pass-through mortgage-
backed securities that represent undivided interests in underlying pools of
fixed-rate, or certain types of adjustable-rate, single-family residential
mortgages issued by these government-sponsored entities. As a result, the
interest rate risk characteristics of the underlying pool of mortgages, i.e.,
fixed rate or adjustable rate, as well as prepayment risk, are passed on to the
certificate holder. FNMA and FHLMC provide the certificate holder a guarantee of
timely payments of interest and ultimate collection of principal, whether or not
they have been collected. GNMA's guarantee to the holder timely payments of
principal and interest and are backed by the full faith and credit of the U.S.
government.
Mortgage-backed securities generally yield less than the loans that
underlie such securities, because of the cost of payment guarantees or credit
enhancements that reduce credit risk. In addition, mortgage-backed securities
are more liquid than individual mortgage loans and may be used to collateralize
obligations of the Association. In general, mortgage-backed securities issued or
guaranteed by FNMA and FHLMC are weighted at no more than 20% for risk-based
capital purposes, and mortgage-backed securities issued or guaranteed by GNMA
are weighted at 0% for risk-based capital purposes, compared to an assigned risk
weighting of 50% to 100% for whole residential mortgage loans. These types of
securities thus allow the Association to optimize regulatory capital to a
greater extent than non-securitized whole loans. The Association has sought to
improve the yield on its mortgage-backed securities portfolio by investing in
mortgage-backed securities with maturities in excess of 10 years.
54
<PAGE>
While mortgage-backed securities carry a reduced credit risk as compared to
whole loans, such securities remain subject to the risk that a fluctuating
interest rate environment, along with other factors such as the geographic
distribution of the underlying mortgage loans, may alter the prepayment rate of
such mortgage loans and so affect both the prepayment speed, and value, of such
securities.
Set forth below is a table showing the Association's purchases and
repayments of mortgage-backed securities for the periods indicated. The
Association did not sell any mortgage-backed securities during the periods
indicated.
<TABLE>
<CAPTION>
Three Months
Ended March 31, Year Ended December 31,
---------------------- --------------------------
1996 1995 1995 1994
-------- -------- ---------- -----------
(In Thousands)
<S> <C> <C> <C> <C>
Mortgage-backed securities at beginning
of period............................... $15,391 $13,257 $13,257 $13,943
Purchases.............................. 339 782 4,275 2,290
Repayments............................. (524) (527) (2,069) (2,845)
Discount (premium) amortization.......... (11) 41 (72) (131)
------- ------- ------- -------
Mortgage-backed securities
at end of period....................... $15,195 $13,553 $15,391 $13,257
======= ======= ======= =======
</TABLE>
At March 31, 1996, the Association's investment securities consisted solely
of FHLB stock totaling $259,000. The Association invests excess liquidity in
FHLB overnight deposits.
OTS regulations restrict investments in corporate debt and equity
securities by the Association. These restrictions include prohibitions against
investments in the debt securities of any one issuer in excess of 15% of the
Association's unimpaired capital and unimpaired surplus as defined by federal
regulations, plus an additional 10% if the investments are fully secured by
readily marketable collateral. At March 31, 1996, the Association was in
compliance with this regulation. See "Regulation - Federal Regulation of Savings
Associations" for a discussion of additional restrictions on the Association's
investment activities.
The following table sets forth the carrying value of the Association's FHLB
stock and mortgage-backed securities at the dates indicated. At March 31, 1996,
the market value of the Association's mortgage-backed portfolios and investment
securities was approximately $15.1 million and $259,000, respectively.
<TABLE>
<CAPTION>
At March 31, At December 31,
---------------------
1996 1995 1994
------------ -------- --------
(In Thousands)
<S> <C> <C> <C>
Mortgage-backed securities........... $ 15,195 $ 15,391 $ 13,257
Federal Home Loan Bank stock......... 259 260 248
--------- -------- --------
Total investments................ $ 15,454 $ 15,651 $ 13,505
========= ======== ========
</TABLE>
55
<PAGE>
MORTGAGE-BACKED AND INVESTMENT PORTFOLIO MATURITIES. The following table
sets forth the scheduled maturities, carrying values, market values and average
yields for the Association's investment securities at March 31, 1996.
<TABLE>
<CAPTION>
At March 31, 1996
-----------------------------------------------------------------------------------
One Year or Less One to Five Years Five to Ten Years More than Ten Years
-------------------- ------------------- ------------------- -------------------
Carrying Average Carrying Average Carrying Average Carrying Average
Value Yield Value Yield Value Yield Value Yield
-------- -------- -------- --------- -------- --------- ------- ---------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mortgage-backed and
investment securities held
to maturity:
GNMA certificates............ $ -- -- $ 9 6.10% $ 10 8.00% $ 383 6.70%
FHLMC certificates........... -- -- -- -- 19 7.25 4,353 6.36
FNMA certificates............ -- -- -- -- -- -- 7,536 6.50
Collateralized mortgage
obligations................ -- -- -- -- -- -- 87 7.25
FHLB Stock................... -- -- -- -- -- -- 259 7.86
-------- ------- ------- ------- -------- ------- ------- -------
Total...................... $ -- --% $ 9 6.10% $ 29 7.71% $12,618 6.40%
======== ======= ======= ======= ======== ======= ======= =======
Mortgage-backed and
investment securities
available for sale:
GNMA certificates............ $ -- -- $ -- --% $ -- --% $ 585 6.94%
FHLMC certificates........... -- -- -- -- 11 7.38 771 7.24
FNMA certificates............ -- -- 188 4.88 -- -- 1,243 7.12
Collateralized mortgage
obligations................ -- -- -- -- -- -- -- --
-------- ------- ------- ------- -------- ------- ------- -------
Total...................... $ -- --% $ 188 4.88% $ 11 7.41% $ 2,599 7.04%
======== ======= ======= ======= ======== ======= ======= =======
<CAPTION>
--------------------------------
Total Investment Portfolio
--------------------------------
Carrying Market Average
Value Value Yield
------- -------- ---------
<S> <C> <C> <C>
Mortgage-backed and
investment securities held
to maturity:
GNMA certificates............ $ 402 $ 401 6.72%
FHLMC certificates........... 4,372 4,379 6.36
FNMA certificates............ 7,536 7,434 6.50
Collateralized mortgage
obligations................ 87 80 7.25
FHLB Stock................... 259 259 5.86
------- ------- ------
Total...................... $12,656 $12,553 6.23%
======= ======= ======
Mortgage-backed and
investment securities
available for sale:
GNMA certificates............ $ 585 $ 585 6.94%
FHLMC certificates........... 782 782 7.24
FNMA certificates............ 1,431 1,431 6.80
Collateralized mortgage
obligations................ -- -- --
------- ------- ------
Total...................... $ 2,798 $ 2,798 6.95%
======= ======= ======
</TABLE>
56
<PAGE>
The Association's investment securities portfolio at March 31, 1996,
contained neither tax-exempt securities nor securities of any issuer with an
aggregate book value in excess of 10% of the Association's retained earnings,
excluding those issued by the U.S. government, or its agencies.
SOURCES OF FUNDS
GENERAL. The Association's primary sources of funds are deposits, receipt
of principal and interest on loans and securities, interest-earning deposits
with other banks, FHLB advances, and other funds provided from operations.
FHLB advances are used to support lending activities and to assist in the
Association's asset/liability management strategy. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -Asset\Liability
Management." Typically, the Association does not use other forms of borrowings.
At March 31, 1996, the Association had no FHLB advances.
DEPOSITS. First Federal offers a variety of deposit accounts having a wide
range of interest rates and terms. The Association's deposits consist of
passbook, commercial demand, NOW, money market deposit and certificate accounts.
The certificate accounts currently range in terms from 30 days to five years.
The Association relies primarily on advertising, competitive pricing
policies and customer service to attract and retain these deposits. Currently,
First Federal solicits deposits from its market area only, and does not use
brokers to obtain deposits. The flow of deposits is influenced significantly by
general economic conditions, changes in money market and prevailing interest
rates and competition.
The Association has become more susceptible to short-term fluctuations in
deposit flows as customers have become more interest rate conscious. The
Association endeavors to manage the pricing of its deposits in keeping with its
profitability objectives giving consideration to its asset/liability management.
Notwithstanding the foregoing, a significant percentage of the Association's
deposits are for terms of less than one year. At March 31, 1996, $16.3 million
or 59.9% of the Association's deposits were in certificates of deposits with
terms of 11 months or less. The Association believes that upon maturity most of
these deposits will remain at the Association. The ability of the Association to
attract and maintain savings accounts and certificates of deposit, and the rates
paid on these deposits, has been and will continue to be significantly affected
by market conditions.
57
<PAGE>
SAVINGS PORTFOLIO
Deposits in the Association as of March 31, 1996, were represented by the
various types of deposit programs described below.
<TABLE>
<CAPTION>
Weighted
Average Percentage
Interest Minimum Checking and Minimum of Total
Rate Term Savings Amount Balances Savings
-------- ------ ------------ ------- -------- ---------
(In thousands)
<S> <C> <C> <C> <C> <C>
0.00% None Non interest-bearing demand $ 5,000 $ 419 1.54%
2.20 None Passbook accounts 50 3,092 11.33
1.70 None Money market 2,500 939 3.44
2.12 None NOW accounts 100 3,208 11.76
Certificates of Deposit
-----------------------
5.04% 1-5 months Fixed term, fixed rate 2,500 10,259 37.60
5.29 6-11 months Fixed term, fixed rate 2,500 6,087 22.31
5.51 12-17 months Fixed term, fixed rate 1,000 2,111 7.74
5.53 18-23 months Fixed term, fixed rate 1,000 541 1.98
5.72 24-29 months Fixed term, fixed rate 1,000 171 0.63
5.07 30-35 months Fixed term, fixed rate 1,000 194 0.71
6.00 36-47 months Fixed term, fixed rate 1,000 24 0.09
6.38 48-53 months Fixed term, fixed rate 1,000 67 0.25
6.00 54-59 months Fixed term, fixed rate 1,000 44 0.16
6.00 60 months
or greater Fixed term, fixed rate 1,000 127 0.47
-------- --------
$ 27,283 100.00%
======== ========
</TABLE>
DEPOSIT ACTIVITY
The following table sets forth the deposit activities of the Association
for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended
March 31, Year Ended December 31,
-------------------- -----------------------
1996 1995 1995 1994
-------- -------- -------- --------
(In Thousands)
<S> <C> <C> <C> <C>
Deposits, beginning of period.................... $ 26,583 $ 24,523 $ 24,523 $ 25,525
Deposits......................................... 15,089 14,687 57,787 46,051
Withdrawals...................................... (14,686) (13,153) (56,808) (47,846)
-------- -------- -------- --------
Net increase (decrease) before
interest credited............................. 403 1,534 979 (1,795)
Interest credited................................ 297 227 1,081 793
-------- -------- -------- --------
Net increase (decrease) in deposits............ 700 1,761 2,060 (1,002)
-------- -------- -------- --------
Deposits, end of period.......................... $ 27,283 $ 26,284 $ 26,583 $ 24,523
======== ======== ======== ========
</TABLE>
58
<PAGE>
DEPOSIT FLOW
The following table sets forth the change in dollar amount of savings
deposits in the various types of savings accounts offered by the Association
between the dates indicated.
<TABLE>
<CAPTION>
At March 31, At December 31,
-------------------
1996 1995 1994
------------------------------- --------------------------------- ---------------------
Balance Percent (1) Change (2) Balance Percent (1) Change (2) Balance Percent (1)
------- ----------- ---------- ------- ----------- ---------- ------- -----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Non interest-bearing demand.. $ 419 1.54% $ 88 $ 331 1.25% $ 39 $ 292 1.19%
NOW Accounts................. 3,208 11.76 235 2,973 11.18 (177) 3,150 12.85
Passbook savings............. 3,092 11.33 178 2,914 10.96 (489) 3,403 13.88
Money market deposit
accounts................... 939 3.44 (68) 1,007 3.79 (324) 1,331 5.43
Time deposits:
which mature
within 12 months........... 16,346 59.91 276 16,070 60.45 3,232 12,838 52.35
within 12-24 months........ 2,652 9.72 62 2,590 9.74 108 2,482 10.12
beyond 24 months........... 627 2.32 (71) 698 2.64 (329) 1,027 4.19
------- ------ ---- ------- ------ ------ ------- ------
Total............... $27,283 100.00% $700 $26,583 100.00% $2,060 $24,523 100.00%
======= ====== ==== ======= ====== ====== ======= ======
</TABLE>
The following table indicates the amount of the Association's certificates
of deposit of $100,000 or more by time remaining until maturity at March 31,
1996.
<TABLE>
<CAPTION>
Certificates
of Deposits
--------------
(In thousands)
<S> <C>
Three months or less..................... $ 1,036
Over three through six months............ 1,325
Over six through twelve months........... 1,131
Over twelve months....................... 200
---------
Total................................. $ 3,692
=========
</TABLE>
TIME DEPOSITS BY RATES
The following table sets forth the time deposits in the Association
classified by rates as of the dates indicated.
<TABLE>
<CAPTION>
March 31, December 31,
---------------------
1996 1995 1994
--------- ---------- ---------
(In Thousands)
<S> <C> <C> <C>
3.99% or Less................................. $ 202 $ 172 $ 8,552
4.00 - 5.99%.................................. 17,628 17,180 6,803
6.00 - 7.99%.................................. 1,750 1,961 946
8.00 - 9.99%.................................. 45 45 46
------- ------- -------
$19,625 $19,358 $16,347
======= ======= =======
</TABLE>
59
<PAGE>
TIME DEPOSIT MATURITY SCHEDULE
The following table sets forth the amount and maturities of time deposits
at March 31, 1996.
<TABLE>
<CAPTION>
Amount Due
--------------------------------------------------------------------------
Less Than 1-2 2-3 3-4 4-5 After
1 Year Years Years Years Years 5 Years Total
----------- ----- ----- ----- ----- ------- -------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Rate
----
3.99% or Less........ $ 202 $ -- $ -- $ -- $ -- $ -- $ 202
4.00 - 5.99%......... 15,302 2,063 263 -- -- -- 17,628
6.00 - 7.99%......... 799 589 100 25 110 127 1,750
8.00 - 9.99%......... 43 -- 2 -- -- -- 45
------- ------ ------ ------ ------ ------- -------
$16,346 $2,652 $ 365 $ 25 $ 110 $ 127 $19,625
======= ====== ====== ====== ====== ======= =======
</TABLE>
BORROWINGS. First Federal's borrowings historically have consisted of
advances from the FHLB of Dallas. Such advances may be made pursuant to
different credit programs, each of which has its own interest rate and range of
maturities. Federal law limits an institution's borrowings from the FHLB to 20
times the amount paid for capital stock in the FHLB, subject to regulatory
collateral requirements. At March 31, 1996, the Association had no advances from
the FHLB. The Association has the ability to purchase additional capital stock
from the FHLB. For additional information regarding the term to maturity and
average rate paid on FHLB advances, see Note 10 of the Notes to Financial
Statements.
The following table sets forth the maximum month-end balance and average
balance of FHLB advances.
<TABLE>
<CAPTION>
During the
Three Months Ended During the
March 31, Year Ended December 31,
------------------ -----------------------
1996 1995 1995 1994
------ ------ ------ ------
(In Thousands)
<S> <C> <C> <C> <C>
FHLB advances
Maximum balance................ $-- $-- $-- $500
Average balance................ $-- $53 $62 $316
</TABLE>
EMPLOYEES
At March 31, 1996, the Association had a total of 12 full-time and 2
part-time employees. The Association's employees are not represented by any
collective bargaining group. Management considers its employee relations to be
excellent.
PROPERTIES
The Association conducts its business through one office, located in
Oakdale, Louisiana in Allen Parish. The following table sets forth information
relating to the Association's office as of March 31, 1996. The total net book
value of the Association's premises and equipment (including land, buildings and
leasehold improvements and furniture, fixtures and equipment) at March 31, 1996
was approximately $301,000.
60
<PAGE>
<TABLE>
<CAPTION>
Total
Approximate
Year Square Net Book Value at
Location Opened Footage March 31, 1996
- --------------------- ------ ----------- -----------------
<S> <C> <C> <C>
Main Office: 1975 4,100 $134,000
222 South 10th Street
Oakdale, Louisiana
</TABLE>
LEGAL PROCEEDINGS
First Federal is involved, from time to time, as plaintiff or defendant in
various legal actions arising in the normal course of their businesses. While
the ultimate outcome of these proceedings cannot be predicted with certainty, it
is the opinion of management, after consultation with counsel representing First
Federal in the proceedings, that the resolution of these proceedings should not
have a material effect on the Holding Company's financial position or results of
operations on a consolidated basis.
REGULATION
GENERAL
As a federally chartered savings institution, the Association is subject to
extensive regulation by the OTS. Both the OTS and FDIC, as insurer of deposit
accounts, periodically examine the Association for compliance with various
regulatory requirements. The Association must file reports with the OTS
describing its activities and financial condition. The Association is also
subject to certain reserve requirements promulgated by the Board of Governors of
the Federal Reserve System ("Federal Reserve Board"). This supervision and
regulation is intended primarily for the protection of depositors. The
regulatory structure also gives the regulatory authorities extensive discretion
in connection with their supervisory and enforcement activities and examination
policies, including policies with respect to the classification of assets and
the establishment of adequate loan loss reserves for regulatory purposes. Any
change in such regulation, whether by the OTS, the FDIC or the Congress could
have a material adverse impact on the Company, the Association and their
operations. As a savings association holding company, the Company will be
subject to OTS regulation, examination, supervision and reporting requirements.
Certain of these regulatory requirements are referred to below or appear
elsewhere herein.
FEDERAL REGULATION OF SAVINGS ASSOCIATIONS
The OTS has extensive authority over the operations of savings
associations. As part of this authority, the Association is required to file
periodic reports with the OTS and is subject to periodic examinations by the OTS
and the FDIC. The last regular OTS and FDIC examinations of the Association were
as of December 1994. When these examinations are conducted by the OTS and the
FDIC, the examiners may require the Association to provide for higher general or
specific loan loss reserves.
All savings associations are subject to a semi-annual assessment, based
upon the savings association's total assets. The Association's OTS assessment
for the fiscal year ended December 31, 1995, was approximately $9,500.
The OTS also has extensive enforcement authority over all savings
institutions and their holding companies, including the Association and the
Holding Company. This enforcement authority includes, among other things, the
ability to assess civil money penalties, to issue cease-and-desist or removal
orders and to initiate injunctive actions. In general, these enforcement actions
may be initiated for violations of laws and regulations and unsafe or unsound
practices. Other actions or inactions may provide the basis for enforcement
action, including misleading or untimely
61
<PAGE>
reports filed with the OTS. Except under certain circumstances, public
disclosure of final enforcement actions by the OTS is required.
In addition, the investment, lending and branching authority of the
Association is prescribed by federal laws, and regulations, and it is prohibited
from engaging in any activities not permitted by such laws and regulations. For
instance, no savings institution may invest in non-investment grade corporate
debt securities. In addition, the permissible level of investment by federal
associations in loans secured by non-residential real property may not exceed
400% of total capital, except with approval of the OTS. Federal savings
associations are also generally authorized to branch nationwide. The Association
is in compliance with the noted restrictions.
The Association's general permissible lending limit for loans-to-one-
borrower is equal to the greater of $500,000 or 15% of unimpaired capital and
surplus (except for loans fully secured by certain readily marketable
collateral, in which case this limit is increased to 25% of unimpaired capital
and surplus). The Association is in compliance with the loans to one borrower
limitation.
The OTS, as well as the other federal banking agencies, has adopted
guidelines establishing safety and soundness standards on such matters as loan
underwriting and documentation, internal controls and audit systems, interest
rate risk exposure and compensation and other employee benefits. Any institution
which fails to comply with these standards must submit a capital compliance
plan. A failure to submit a plan or to comply with an approved plan will subject
the institution to further enforcement action. The OTS and the other federal
banking agencies have also proposed additional guidelines on asset quality and
earnings standards. No assurance can be given as to whether or in what form the
proposed regulations will be adopted. The guidelines are not expected to
materially effect the Association.
INSURANCE OF ACCOUNTS AND REGULATION BY THE FDIC
First Federal is a member of the SAIF, which is administered by the FDIC.
Deposits are insured up to applicable limits by the FDIC and such insurance is
backed by the full faith and credit of the United States Government. As insurer,
the FDIC imposes deposit insurance premiums and is authorized to conduct
examinations of and to require reporting by FDIC-insured institutions. It also
may prohibit any FDIC-insured institution from engaging in any activity the FDIC
determines by regulation or order to pose a serious risk to the FDIC. The FDIC
also has the authority to initiate enforcement actions against savings
associations, after giving the OTS an opportunity to take such action, and may
terminate the deposit insurance if it determines that the institution has
engaged or is engaging in unsafe or unsound practices, or is in an unsafe or
unsound condition.
The FDIC's deposit insurance premiums for SAIF-insured institutions are
assessed through a risk-based system under which all insured depository
institutions are placed into one of nine categories and assessed insurance
premiums, ranging from .23% to .31% of deposits, based upon their level of
capital and supervisory evaluation. Under the system, institutions classified as
well capitalized (i.e., a core capital ratio of at least 5%, a ratio of core
capital to risk-weighted assets of at least 6% and a risk-based capital ratio of
at least 10%) and considered healthy would pay the lowest premium while
institutions that are less than adequately capitalized (i.e., a core capital or
core capital to risk-based capital ratios of less than 4% or a risk-based
capital ratio of less than 8%) and considered of substantial supervisory concern
would pay the highest premium. Risk classification of all insured institutions
will be made by the FDIC for each semi-annual assessment period.
The FDIC is authorized to increase assessment rates, on a semiannual basis,
if it determines that the reserve ratio of the SAIF will be less than the
designated reserve ratio of 1.25% of SAIF insured deposits. In setting these
increased assessments, the FDIC must seek to restore the reserve ratio to that
designated reserve level, or such higher reserve ratio as established by the
FDIC. The FDIC may also impose special assessments on SAIF members to repay
amounts borrowed from the United States Treasury or for any other reason deemed
necessary by the FDIC. See "Risk Factors -Disparity Between BIF and SAIF
Insurance Premiums."
As is the case with the SAIF, the FDIC is authorized to adjust the
insurance premium rates for banks that are insured by the Bank Insurance Fund
(the "BIF") of the FDIC in order to maintain the reserve ratio of the BIF at
1.25%
62
<PAGE>
of BIF insured deposits. On August 8, 1995, the FDIC revised the premium
schedule to provide a range of .04% to .31% of deposits so that well-capitalized
and healthy banks would pay the lowest premiums. This action was taken because
the FDIC anticipates that the BIF will reach the required reserve ratio in mid-
1995 as a result of the decrease in bank failures in the past few years. In the
fourth quarter of 1995 the FDIC reduced the assessments paid by the majority of
BIF-insured institutions to the statutory minimum of $2,000.
The disparity in insurance premiums is expected to adversely affect the
Association and other SAIF members. It may have the effect of permitting BIF-
insured banks to offer loan and deposit products on more attractive terms than
SAIF members due to the cost savings achieved through lower deposit premiums,
thereby placing SAIF members at a competitive disadvantage. A number of
proposals are being considered to recapitalize the SAIF in order to eliminate
this disparity. One plan currently being considered by the Treasury Department,
the FDIC and the Congress provides for a one time assessment of .85% to .90% to
be imposed on all SAIF-insured deposits, including those held by commercial
banks, and for BIF deposit insurance premiums to be used to pay the FICO bond
interest on a pro rata basis together with SAIF premiums. The BIF and SAIF would
be merged into one fund as soon as practicable, but no later than January 1,
1998. Based upon total deposits at March 31, 1996, the Association would have
paid a special assessment of approximately $232,000 or $246,000, respectively,
if a special assessment of .85% or .90% had been implemented at that date. There
can be no assurance that any particular proposal will be implemented or that
premiums for either BIF or SAIF members will not be adjusted in the future by
the FDIC or by legislative action.
REGULATORY CAPITAL REQUIREMENTS
Federally insured savings associations, such as the Association, are
required to maintain a minimum level of regulatory capital. The OTS has
established capital standards, including a tangible capital requirement, a
leverage ratio (or core capital) requirement and a risk-based capital
requirement applicable to such savings associations. Generally, these capital
requirements must be generally as stringent as the comparable capital
requirements for national banks. The OTS is also authorized to impose capital
requirements in excess of these standards on individual associations on a
case-by-case basis.
The capital regulations require tangible capital of at least 1.5% of
adjusted total assets (as defined by regulation). Tangible capital generally
includes common stockholders' equity and retained income, and certain
noncumulative perpetual preferred stock and related income. In addition, all
intangible assets, other than a limited amount of purchased mortgage servicing
rights, must be deducted from tangible capital for calculating compliance with
the requirement. Further, the valuation allowance applicable to the write-down
of investments and mortgage-backed securities in accordance with SFAS No. 115 is
excluded from the regulatory capital calculation.
For a description of regulatory capital requirements which are applicable
to the Association and the Association's compliance therewith see "Pro Forma
Regulatory Capital."
The OTS has adopted a final rule that requires every savings association
with more than normal interest rate risk exposure to deduct from its total
capital, for purposes of determining compliance with such requirement, an amount
equal to 50% of its interest-rate risk exposure multiplied by the present value
of its assets. This exposure is a measure of the potential decline in the net
portfolio value of a savings association, greater than 2% of the present value
of its assets, based upon a hypothetical 200 basis point increase or decrease in
interest rates (whichever results in a greater decline). Net portfolio value is
the present value of expected cash flows from assets, liabilities and off-
balance sheet contracts. The rule provides for a two quarter lag between
calculating interest rate risk and recognizing any deduction from capital. The
rule will not become effective until the OTS adopts the process by which savings
associations may appeal an interest rate risk deduction determination. Any
savings association with less than $300 million in assets and a total risk-based
capital ratio in excess of 12% is exempt from this requirement unless the OTS
determines otherwise. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Asset/Liability Management" for
information regarding the effect of this rule on the Association.
Pursuant to FDICIA, the federal banking agencies, including the OTS, have
also proposed regulations authorizing the agencies to require a depository
institution to maintain additional total capital to account for
63
<PAGE>
concentration of credit risk and the risk of non-traditional activities. No
assurance can be given as to the final form of any such regulation.
The OTS and the FDIC are authorized and, under certain circumstances
required, to take certain actions against savings associations that fail to meet
their capital requirements. Effective December 19, 1992, the federal banking
agencies, including the OTS, were given additional enforcement authority over
undercapitalized depository institutions. The OTS is generally required to take
action to restrict the activities of an "undercapitalized association"
(generally defined to be one with less than either a 4% core capital ratio, a 4%
Tier 1 risked-based capital ratio or an 8% risk-based capital ratio). Any such
association must submit a capital restoration plan and until such plan is
approved by the OTS may not increase its assets, acquire another institution,
establish a branch or engage in any new activities, and generally may not make
capital distributions. The OTS is authorized to impose the additional
restrictions that are applicable to significantly undercapitalized associations.
As a condition to the approval of the capital restoration plan, any company
controlling an undercapitalized association must agree that it will enter into a
limited capital maintenance guarantee with respect to the institution's
achievement of its capital requirements.
Any savings association that fails to comply with its capital plan or is
"significantly undercapitalized" (i.e., Tier 1 risk-based or core capital ratios
of less than 3% or a risk-based capital ratio of less than 6%) must be made
subject to one or more of additional specified actions and operating
restrictions, which may cover all aspects of its operations and include a forced
merger or acquisition of the association. An association that becomes
"critically undercapitalized" (i.e., a tangible capital ratio of 2% or less) is
subject to further mandatory restrictions on its activities in addition to those
applicable to significantly undercapitalized associations. In addition, the OTS
must appoint a receiver (or conservator with the concurrence of the FDIC) for a
savings association, with certain limited exceptions, within 90 days after it
becomes critically undercapitalized.
Any undercapitalized association is also subject to the general enforcement
activity of the OTS and the FDIC, including the appointment of a receiver or
conservator.
The OTS is also generally authorized to reclassify an association into a
lower capital category and impose restrictions applicable to such category if
the institution is engaged in unsafe or unsound practices or is in an unsafe or
unsound condition.
The imposition by the OTS or the FDIC of any of these measures on First
Federal may have a substantial adverse effect on the Association's operations
and profitability and the value of the Common Stock purchased in the Conversion.
Holding Company shareholders do not have preemptive rights, and therefore, if
the Holding Company is directed by the OTS or the FDIC to issue additional
shares of Common Stock, such issuance may result in the dilution in the
percentage of ownership of the Holding Company of those persons purchasing
shares in the Conversion.
LIMITATIONS ON DIVIDENDS AND OTHER CAPITAL DISTRIBUTIONS
OTS regulations impose various restrictions or requirements on associations
with respect to their ability to pay dividends or make other distributions of
capital. OTS regulations prohibit an association from declaring or paying any
dividends or from repurchasing any of its stock if, as a result, the regulatory
capital of the association would be reduced below the amount required to be
maintained for the liquidation account established in connection with its mutual
to stock conversion. See "The Conversion - Effects of Conversion to Stock Form
on Depositors and Borrowers of the Association" and "- Restrictions on
Repurchase of Stock."
The OTS utilizes a three-tiered approach to permit associations, based on
their capital level and supervisory condition, to make capital distributions
which include dividends, stock redemptions or repurchases, cash-out mergers and
other transactions charged to the capital account. See "- Regulatory Capital
Requirements."
64
<PAGE>
Generally, Tier 1 associations, which are associations that before and
after the proposed distribution meet their fully phased-in capital requirements,
may make capital distributions during any calendar year equal to the greater of
100% of net income for the year-to-date plus 50% of the amount by which the
lesser of the association's tangible, core or risk-based capital exceeds its
fully phased-in capital requirement for such capital component, as measured at
the beginning of the calendar year, or the amount authorized for a Tier 2
association. However, a Tier 1 association deemed to be in need of more than
normal supervision by the OTS may be downgraded to a Tier 2 or Tier 3
association as a result of such a determination. The Association meets the
requirements for a Tier 1 association and has not been notified of a need for
more than normal supervision. Tier 2 associations, which are associations that
before and after the proposed distribution meet their current minimum capital
requirements, may make capital distributions of up to 75% of net income over the
most recent four quarter period.
Tier 3 associations (which are associations that do not meet current
minimum capital requirements) that propose to make any capital distribution and
Tier 2 associations that propose to make a capital distribution in excess of the
noted safe harbor level must obtain OTS approval prior to making such
distribution. Tier 2 associations proposing to make a capital distribution
within the safe harbor provisions and Tier 1 associations proposing to make any
capital distribution need only submit written notice to the OTS 30 days prior to
such distribution. As a subsidiary of the Holding Company, the Association will
also be required to give the OTS 30 days' notice prior to declaring any dividend
on its stock. The OTS may object to the distribution during that 30-day period
based on safety and soundness concerns. See "- Regulatory Capital Requirements."
The OTS has proposed regulations that would revise the current capital
distribution restrictions. The proposal eliminates the current tiered structure
and the safe-harbor percentage limitations. Under the proposal a savings
association may make a capital distribution without notice to the OTS (unless it
is a subsidiary of a holding company) provided that it has a CAMEL 1 or 2
rating, is not in troubled condition and would remain adequately capitalized (as
defined by regulation) following the proposed distribution. Savings associations
that would remain adequately capitalized following the proposed distribution but
do not meet the other noted requirements must notify the OTS 30 days prior to
declaring a capital distribution. The OTS stated it will generally regard as
permissible that amount of capital distributions that do not exceed 50% of the
institution's excess regulatory capital plus net income to date during the
calendar year. A savings association may not make a capital distribution without
prior approval of the OTS and the FDIC if it is undercapitalized before, or as a
result of, such a distribution. A savings association will be considered in
troubled condition if it has a CAMEL rating of 4 or 5, is subject to an
enforcement action relating to its safety and soundness or financial viability
or has been informed in writing by the OTS that it is in troubled condition. As
under the current rule, the OTS may object to a capital distribution if it would
constitute an unsafe or unsound practice. No assurance may be given as to
whether or in what form the regulations may be adopted.
LIQUIDITY
All savings associations, including the Association, are required to
maintain an average daily balance of liquid assets equal to a certain percentage
of the sum of its average daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less. For a discussion of what the Association
includes in liquid assets, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources." This liquid asset ratio requirement may vary from time to time
(between 4% and 10%) depending upon economic conditions and savings flows of all
savings associations. At the present time, the minimum liquid asset ratio is 5%.
In addition, short-term liquid assets (e.g., cash, certain time deposits,
certain bankers acceptances and short-term United States Treasury obligations)
currently must constitute at least 1% of the association's average daily balance
of net withdrawable deposit accounts and current borrowings. Penalties may be
imposed upon associations for violations of either liquid asset ratio
requirement. At March 31, 1996, the Association was in compliance with both
requirements, with an overall liquid asset ratio of 10.0% and a short-term
liquid assets ratio of 7.2%.
65
<PAGE>
ACCOUNTING
An OTS policy statement applicable to all savings associations clarifies
and re-emphasizes that the investment activities of a savings association must
be in compliance with approved and documented investment policies and
strategies, and must be accounted for in accordance with GAAP. Under the policy
statement, management must support its classification of and accounting for
loans and securities (i.e., whether held for investment, sale or trading) with
appropriate documentation.
The OTS has adopted an amendment to its accounting regulations, which may
be made more stringent than GAAP by the OTS, to require that transactions be
reported in a manner that best reflects their underlying economic substance and
inherent risk and that financial reports must incorporate any other accounting
regulations or orders prescribed by the OTS. The Association is in compliance
with these amended rules.
QUALIFIED THRIFT LENDER TEST
All savings associations, including the Association, are required to meet a
qualified thrift lender ("QTL") test to avoid certain restrictions on their
operations. This test requires a savings association to have at least 65% of its
portfolio assets (as defined by regulation) in qualified thrift investments on a
monthly average for nine out of every 12 months on a rolling basis. Such assets
primarily consist of residential housing related loans and investments. At March
31, 1996, the Association complied with the QTL requirement.
Any savings association that fails to meet the QTL test must convert to a
national bank charter, unless it requalifies as a QTL and thereafter remains a
QTL. If an association does not requalify and converts to a national bank
charter, it must remain SAIF-insured until the FDIC permits it to transfer to
the BIF. If such an association has not yet requalified or converted to a
national bank, its new investments and activities are limited to those
permissible for both a savings association and a national bank, and it is
limited to national bank branching rights in its home state. In addition, the
association is immediately ineligible to receive any new FHLB borrowings and is
subject to national bank limits for payment of dividends. If such association
has not requalified or converted to a national bank within three years after the
failure, it must divest of all investments and cease all activities not
permissible for a national bank. In addition, it must repay promptly any
outstanding FHLB borrowings, which may result in prepayment penalties. If any
association that fails the QTL test is controlled by a holding company, then
within one year after the failure, the holding company must register as a bank
holding company and become subject to all restrictions on bank holding
companies. See "- Holding Company Regulation."
COMMUNITY REINVESTMENT ACT
Under the Community Reinvestment Act ("CRA"), every FDIC insured
institution has a continuing and affirmative obligation consistent with safe and
sound banking practices to help meet the credit needs of its entire community,
including low and moderate income neighborhoods. The CRA does not establish
specific lending requirements or programs for financial institutions nor does it
limit an institution's discretion to develop the types of products and services
that it believes are best suited to its particular community, consistent with
the CRA. The CRA requires the OTS, in connection with the examination of the
Association, to assess the institution's record of meeting the credit needs of
its community and to take such record into account in its evaluation of certain
applications, such as a merger or the establishment of a branch, by the
Association. An unsatisfactory rating may be used as the basis for the denial of
an application by the OTS.
The federal banking agencies, including the OTS, have recently revised the
CRA regulations and the methodology for determining an institution's compliance
with the CRA. Due to the heightened attention being given to the CRA in the past
few years, the Association may be required to devote additional funds for
investment and lending in its local community. The Association was examined for
CRA compliance in 1996 and received a rating of "Satisfactory", as indicated in
the OTS Community Reinvestment Act Performance Evaluation public disclosure
dated April 1, 1996.
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<PAGE>
TRANSACTIONS WITH AFFILIATES
Generally, transactions between a savings association or its subsidiaries
and its affiliates are required to be on terms as favorable to the association
as transactions with non-affiliates. In addition, certain of these transactions,
such as loans to an affiliate, are restricted to a percentage of the
association's capital. Affiliates of the Association include the Holding Company
and any company which is under common control with the Association. In addition,
a savings association may not lend to any affiliate engaged in activities not
permissible for a bank holding company or acquire the securities of most
affiliates.
Certain transactions with directors, officers or controlling persons are
also subject to conflict of interest regulations enforced by the OTS. These
conflict of interest regulations and other statutes also impose restrictions on
loans to such persons and their related interests. Among other things, such
loans must be made on terms substantially the same as for loans to unaffiliated
individuals.
HOLDING COMPANY REGULATION
The Holding Company will be a unitary savings and loan holding company
subject to regulatory oversight by the OTS. As such, the Holding Company is
required to register and file reports with the OTS and is subject to regulation
and examination by the OTS. In addition, the OTS has enforcement authority over
the Holding Company and its non-savings association subsidiaries which also
permits the OTS to restrict or prohibit activities that are determined to be a
serious risk to the subsidiary savings association.
As a unitary savings and loan holding company, the Holding Company
generally is not subject to activity restrictions. If the Holding Company
acquires control of another savings association as a separate subsidiary, it
would become a multiple savings and loan holding company, and the activities of
the Holding Company and any of its subsidiaries (other than the Association or
any other SAIF-insured savings association) would become subject to such
restrictions unless such other associations each qualify as a QTL and were
acquired in a supervisory acquisition.
If the Association fails the QTL test, the Holding Company must obtain the
approval of the OTS prior to continuing after such failure, directly or through
its other subsidiaries, any business activity other than those approved for
multiple savings and loan holding companies or their subsidiaries. In addition,
within one year of such failure the Holding Company must register as, and will
become subject to, the restrictions applicable to bank holding companies. The
activities authorized for a bank holding company are more limited than are the
activities authorized for a unitary or multiple savings and loan holding
company. See "- Qualified Thrift Lender Test."
The Holding Company must obtain approval from the OTS before acquiring
control of any other SAIF-insured association. Such acquisitions are generally
prohibited if they result in a multiple savings and loan holding company
controlling savings associations in more than one state. However, such
interstate acquisitions are permitted based on specific state authorization or
in a supervisory acquisition of a failing savings association.
FEDERAL SECURITIES LAW
The stock of the Holding Company will be registered with the SEC under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Holding
Company will be subject to the information, proxy solicitation, insider trading
restrictions and other requirements of the SEC under the Exchange Act.
Holding Company stock held by persons who are affiliates (generally
officers, directors and principal stockholders) of the Holding Company may not
be resold without registration or unless sold in accordance with certain resale
restrictions. If the Holding Company meets specified current public information
requirements, each affiliate of the Holding Company is able to sell in the
public market, without registration, a limited number of shares in any
three-month period.
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FEDERAL RESERVE SYSTEM
The Federal Reserve Board requires all depository institutions to maintain
non-interest bearing reserves at specified levels against their transaction
accounts (primarily checking, NOW and Super NOW checking accounts). At March 31,
1996, the Association was in compliance with these reserve requirements. The
balances maintained to meet the reserve requirements imposed by the Federal
Reserve Board may be used to satisfy liquidity requirements that may be imposed
by the OTS. See "- Liquidity."
Savings associations are authorized to borrow from the Federal Reserve Bank
"discount window," but Federal Reserve Board regulations require associations to
exhaust other reasonable alternative sources of funds, including FHLB
borrowings, before borrowing from the Federal Reserve Bank.
FEDERAL HOME LOAN BANK SYSTEM
The Association is a member of the FHLB of Dallas, which is one of 12
regional FHLBs, that administers the home financing credit function of savings
associations. Each FHLB serves as a reserve or central bank for its members
within its assigned region. It is funded primarily from proceeds derived from
the sale of consolidated obligations of the FHLB System. It makes loans to
members (i.e., advances) in accordance with policies and procedures established
by the board of directors of the FHLB. These policies and procedures are subject
to the regulation and oversight of the Federal Housing Finance Board. All
advances from the FHLB are required to be fully secured by sufficient collateral
as determined by the FHLB. In addition, all long-term advances are required to
provide funds for residential home financing.
As a member, the Association is required to purchase and maintain stock in
the FHLB of Dallas. At March 31, 1996, the Association had $259,000 of FHLB
stock, which was in compliance with this requirement. In past years, the
Association has received substantial dividends on its FHLB stock. Over the past
five fiscal years such dividends have averaged 4.87% and were 6.18% for the
three months ended March 31, 1996. No assurance can be given that such dividends
will continue in the future at such levels.
Under federal law, the FHLBs are required to provide funds for the
resolution of troubled savings associations and to contribute to low- and
moderately priced housing programs through direct loans or interest subsidies on
advances targeted for community investment and low- and moderate-income housing
projects. These contributions have affected adversely the level of FHLB
dividends paid and could continue to do so in the future. These contributions
could also have an adverse effect on the value of FHLB stock in the future. A
reduction in value of the Association's FHLB stock may result in a corresponding
reduction in the Association's capital.
FEDERAL AND STATE TAXATION
FEDERAL TAXATION. Savings associations such as the Association that meet
certain definitional tests relating to the composition of assets and other
conditions prescribed by the Internal Revenue Code of 1986, as amended (the
"Code"), are permitted to establish reserves for bad debts and to make annual
additions thereto which may, within specified formula limits, be taken as a
deduction in computing taxable income for federal income tax purposes. The
amount of the bad debt reserve deduction for "non-qualifying loans" is computed
under the experience method. The amount of the bad debt reserve deduction for
"qualifying real property loans" (generally loans secured by improved real
estate) may be computed under either the experience method or the percentage of
taxable income method (based on an annual election).
Under the experience method, the bad debt reserve deduction is an amount
determined under a formula based generally upon the bad debts actually sustained
by the savings association over a period of years.
The percentage of specially computed taxable income that is used to compute
a savings association's bad debt reserve deduction under the percentage of
taxable income method (the "percentage bad debt deduction") is 8%. The
percentage bad debt deduction thus computed is reduced by the amount permitted
as a deduction for non-qualifying loans
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under the experience method. The availability of the percentage of taxable
income method permits qualifying savings associations to be taxed at a lower
effective federal income tax rate than that applicable to corporations generally
(approximately 31.3% assuming the maximum percentage bad debt deduction).
If an association's specified assets (generally, loans secured by
residential real estate or deposits, educational loans, cash and certain
government obligations) constitute less than 60% of its total assets, the
association may not deduct any addition to a bad debt reserve and generally must
include existing reserves in income over a four-year period. No representation
can be made as to whether the Association will meet the 60% test for subsequent
taxable years.
Under the percentage of taxable income method, the percentage bad debt
deduction cannot exceed the amount necessary to increase the balance in the
reserve for "qualifying real property loans" to an amount equal to 6% of such
loans outstanding at the end of the taxable year or the greater of (I) the
amount deductible under the experience method or (ii) the amount which when
added to the bad debt deduction for "non-qualifying loans" equals the amount by
which 12% of the amount comprising savings accounts at year end exceeds the sum
of surplus, undivided profits and reserves at the beginning of the year. At
March 31, 1996, the 6% and 12% limitations did not restrict the percentage bad
debt deduction available to the Association. It is possible that these
limitations will be a limiting factor in the future.
In addition to the regular federal income tax, corporations, including
savings associations such as the Association, generally are subject to a minimum
tax. An alternative minimum tax is imposed at a minimum tax rate of 20% on
alternative minimum taxable income, which is the sum of a corporation's regular
taxable income (with certain adjustments) and tax preference items, less any
available exemption. The alternative minimum tax is imposed to the extent it
exceeds the corporation's regular income tax and net operating losses can offset
no more than 90% of alternative minimum taxable income. For taxable years
beginning after 1986 and before 1996, corporations, including savings
associations such as the Association, are also subject to an environmental tax
equal to 0.12% of the excess of alternative minimum taxable income for the
taxable year (determined without regard to net operating losses and the
deduction for the environmental tax) over $2 million.
To the extent earnings appropriated to a savings association's bad debt
reserves for "qualifying real property loans" and deducted for federal income
tax purposes exceed the allowable amount of such reserves computed under the
experience method and to the extent of the Association's supplemental reserves
for losses on loans ("Excess"), such Excess may not, without adverse tax
consequences, be utilized for the payment of cash dividends or other
distributions to a shareholder (including distributions on redemption,
dissolution or liquidation) or for any other purpose (except to absorb bad debt
losses). As of March 31, 1996, the Association's excess for tax purposes totaled
approximately $1.6 million.
The Association files federal income tax returns on a calendar year basis
using the cash method of accounting. Savings associations, such as the
Association, that file federal income tax returns as part of a consolidated
group are required by applicable Treasury regulations to reduce their taxable
income for purposes of computing the percentage bad debt deduction for losses
attributable to activities of the non-savings association members of the
consolidated group that are functionally related to the activities of the
savings association member.
The Association has not been audited by the IRS recently with respect to
federal income tax returns. In the opinion of management, any examination of
still open returns would not result in a deficiency which could have a material
adverse effect on the financial condition of the Association.
STATE TAXATION. The Louisiana Corporation Income Tax Act provides for an
exemption from the Louisiana Corporation Income Tax for mutual savings banks and
for banking corporations, which includes stock association (e.g., the
Association). However, this exemption does not extend to non-banking entities
such as the Company. The non-banking subsidiaries of the Association (as well as
the Company) are subject to the Louisiana Corporate Income Tax based on their
Louisiana taxable income, as well as franchise taxes. The Louisiana Corporation
Income Tax applies at graduated rates from 4% upon the first $25,000 of
Louisiana taxable income to 8% on all Louisiana taxable income in excess of
$200,000. For these purposes, "Louisiana taxable income" means net income which
is earned within or derived from sources within the State of Louisiana, after
adjustments permitted under Louisiana law including a federal income
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tax deduction and an allowance for net operating losses, if any. In addition,
the Association will become subject to the Louisiana Shares Tax after the
Conversion, which will be imposed on the assessed value of the Association's
stock. The formula for deriving the assessed value is to calculate 15% of the
sum of (i) 20% of a corporation's capitalized earnings, plus (ii) 80% of a
corporation's taxable stockholders' equity, and to subtract from that amount 50%
of a corporation's real and personal property assessment. Other various items
may also be subtracted in calculating a corporation's capitalized earnings.
DELAWARE TAXATION. As a Delaware holding company, the Holding Company is
exempted from Delaware corporate income tax but is required to file an annual
report with and pay an annual fee to the State of Delaware. The Holding Company
is also subject to an annual franchise tax imposed by the State of Delaware.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS OF THE HOLDING COMPANY
The Board of Directors of the Holding Company currently consists of six
members, each of whom is also a director of the Association. See "Management -
Directors of the Association." Each Director of the Holding Company has served
as such since the Holding Company's incorporation in June 1996. Directors of the
Holding Company will serve three-year staggered terms so that approximately one-
third of the directors will be elected at each annual meeting of stockholders.
The terms of the current directors of the Holding Company are the same as their
terms as directors of the Association. The Holding Company intends to pay
directors a fee of $2,000 per annum, payable quarterly. See "-Directors of the
Association."
The executive officers of the Holding Company, each of whom held his or her
present position since June 1996, are elected annually and hold office until his
or her respective successor has been elected and qualified or until death,
resignation or removal by the Board of Directors. The executive officers of the
Holding Company, are set forth below. See "- Executive Officers Who are Not
Directors."
<TABLE>
<CAPTION>
Name Title
--------------- ------------------------------
<S> <C>
Charles L. Galligan President and Chief Executive Officer
Betty Jean Parker Treasurer and Chief Financial Officer
</TABLE>
It is not anticipated that the executive officers of the Holding Company
will receive any remuneration in their capacity as Holding Company executive
officers. For information regarding compensation of directors and executive
officers of the Association, see "- Compensation and Meetings of the Board of
Directors of the Association" and "- Executive Compensation."
COMMITTEES OF THE HOLDING COMPANY
The Holding Company formed standing Audit, Nominating and Compensation
Committees in connection with its organization in June 1996.
The Audit Committee will review audit reports and related matters to ensure
effective compliance with regulations and internal policies and procedures. This
committee also will act on the recommendation by management of an accounting
firm to perform the Holding Company's annual audit and acts as a liaison between
the auditors and the Board. The current members of this committee are Directors
Sandefur, Riley and Leslie A. Smith.
The Nominating Committee will meet annually in order to nominate candidates
for membership on the Board of Directors. This committee is comprised of the
Board members who are not up for election.
The Compensation Committee will establish the Holding Company's
compensation policies and review compensation matters. The current members of
this Committee are Directors Sandefur, Riley and Boyd.
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INDEMNIFICATION
The Certificate of Incorporation of the Holding Company provides that a
director or officer of the Holding Company shall be indemnified by the Holding
Company to the fullest extent authorized by the Delaware General Corporation Law
against all expenses, liability and loss reasonably incurred or suffered by such
person in connection with his activities as a director or officer or as a
director or officer of another company, if the director or officer held such
position at the request of the Holding Company. Delaware law requires that such
director, officer, employee or agent, in order to be indemnified, must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best interests of the Holding Company and, with respect to any criminal action
or proceeding, either had reasonable cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.
The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other right which a person seeking indemnification may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Holding Company, agreement, vote of stockholders or disinterested
directors or otherwise.
These provisions may have the effect of deterring shareholder derivative
actions, since the Holding Company may ultimately be responsible for expenses
for both parties to the action. A similar effect would not be expected for
third-party claims.
In addition, the Certificate of Incorporation and Delaware law also provide
that the Holding Company may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Holding Company or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Holding Company has
the power to indemnify such person against such expense, liability or loss under
the DGCL. The Holding Company intends to obtain such insurance.
DIRECTORS OF THE ASSOCIATION
Prior to the Conversion, the direction and control of the Association, as a
mutual savings institution, had been vested in its Board of Directors. Upon
conversion of the Association to stock form, each of the directors of the
Association will continue to serve as a director of the converted Association.
The Board of Directors of the Association currently consists of six directors.
The directors are divided into three classes. Approximately one-third of the
directors are elected at each annual meeting of stockholders. Because the
Holding Company will own all of the issued and outstanding shares of capital
stock of the converted Association after the Conversion, directors of the
Holding Company will elect the directors of the Association.
The following table sets forth certain information regarding the directors
of the Association and the Holding Company:
<TABLE>
<CAPTION>
Director Term
Name Position(s) Held with the Association Age/(1)/ Since Expires
- ----------------------- ----------------------------------------------- -------- -------- -------
<S> <C> <C> <C> <C>
Dr. James D. Sandefur Chairman of the Board 54 1989 1999
Charles L. Galligan President, Chief Executive Officer and Director 55 1991 1997
Jesse Boyd, Jr. Director 71 1962 1998
James E. Riley Director 71 1962 1998
J. C. Smith Director 65 1995 1997
Leslie A. Smith Director 63 1993 1999
</TABLE>
_____________
/(1)/ At March 31, 1996.
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The business experience of each director is set forth below. All directors
have held their present position for at least the past five years, except as
otherwise indicated.
DR. JAMES D. SANDEFUR. Dr. Sandefur has served as Chairman of the Board
since January 1996. Dr. Sandefur is a practicing optometrist, and is the owner
of the Vision Clinic located in Oakdale, Louisiana.
CHARLES L. GALLIGAN. Mr. Galligan has served as the President and Chief
Executive Officer since joining the Association in 1991. In these capacities, he
is responsible for overseeing the day to day operations of the Association.
Prior to joining the Association, Mr. Galligan was President of Vermilion
Federal Savings Bank located in Abbeville, Louisiana.
JESSE BOYD, JR. Mr. Boyd is the owner and president of Boyd
Buick-Cadillac-Chevrolet-Pontiac-Olds-GMC, Inc., a car dealership, and Boyd Oil
Company, a bulk oil distributorship, located in Oakdale and Glenmora, Louisiana,
respectively.
JAMES E. RILEY. Mr. Riley owned and operated a pharmacy in Oberlin,
Louisiana until his retirement in 1990.
J. C. SMITH. Mr. Smith's principal business is farming. He is also
involved in J.C. Smith & Sons, Partnership, a farming operation, and J. C. Smith
& Sons Auto and Home Service Center, a retail hardware store, both located in
Oberlin, Louisiana.
LESLIE A. SMITH. Mr. Smith is the principal of the Oakdale Elementary
School.
In 1994, Mr. T. H. Mayes, who had served as a director of the Association
since 1965, retired from the board and was named a director emeritus.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The Association's executive officers who are not also directors will retain
their position in the converted Association. Executive Officers of the
Association are elected annually by the Board of Directors of the Association.
The business experience of the executive officers of the Association and the
Holding Company who are not also directors are set forth below.
BETTY JEAN PARKER. Mrs. Parker, age 51, is the Treasurer and Chief
Financial Officer of the Association. Until June 1996, Mrs. Parker was also
Corporate Secretary of the Association. Mrs. Parker is responsible for the
supervision of the accounting department and reporting to the regulatory
authorities.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE ASSOCIATION
The Board of Directors met 16 times during the year ended December 31,
1995. During fiscal 1995, no director of the Association attended fewer than 75%
of the aggregate of the total number of Board meetings and the total number of
meetings held by the committees of the Board of Directors on which he served.
The Association has a standing Audit Committee, which meets as needed to
review the books and financial records of the Association. The Audit Committee
also makes a recommendation to the full Board regarding the retention of the
Association's independent auditors, and reviews the results of the audit and
determines what actions, if any, are needed. The Committee is composed of
Directors Galligan and Riley as well as three officers of the Association.
Following the Conversion, the primary functions of the Audit Committee will be
assumed by the Audit Committee of the Holding Company. The Audit Committee met
once during fiscal 1995.
The Association also has standing Compliance, Investment, Loan and Disaster
Recovery Committees, which meet as needed to oversee various aspects of the
Association's operations.
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COMPENSATION OF THE BOARD OF DIRECTORS OF THE ASSOCIATION
During fiscal 1995, all directors received a fee of $650 per month for
serving on the Board of Directors. Directors do not receive any additional fees
for attending special board meetings or for participation on Association
committees.
In December 1993, the Association developed and offered a deferred
compensation plan to the members of the board. Director Sandefur was the only
director who elected to enter into an unfunded deferred compensation agreement
pursuant to this program. Under the agreement, Dr. Sandefur has elected to defer
100% of his director fees until he reaches age 59-1/2. Upon reaching that age,
Dr. Sandefur receives the total amount of deferred fees, plus interest, in a
lump sum payment. In the event of Dr. Sandefur's disability or death, the total
amount of deferred fees plus interest would be paid to Dr. Sandefur or his
beneficiaries in a lump sum payment. In the event the Association is acquired by
another company, the agreement automatically terminates, and the deferred fees
plus interest are payable in a lump sum.
Following completion of the Conversion, and subject to the approval of the
Holding Company's stockholders, each director and director emeritus of the
Association who is not a full-time employee (5 persons) are expected to be
granted an option to purchase shares of Common Stock under the Stock Option Plan
and an award of restricted stock under the RRP. See "- Benefit Plans - Stock
Option and Incentive Plan" and "- Benefit Plans -Recognition and Retention
Plan."
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid
or granted to the Association's Chief Executive Officer. No other executive
officer of the Association had aggregate compensation (salary plus bonus) in
excess of $100,000 in fiscal 1995.
<TABLE>
<CAPTION>
=================================================================================================================
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION/(1)/ AWARDS
- --------------------------------------------------------------------------------------------------
OTHER RESTRICTED
ANNUAL STOCK OPTIONS/ ALL OTHER
NAME AND PRINCIPAL FISCAL COMPENSATION AWARD SARS COMPENSATION
POSITION YEAR/(1)/ SALARY($) BONUS($) ($) ($) (#) ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles L. Galligan,
President and Chief
Executive Officer 1995 $54,000 $10,000 $ --- ---/(2)/ ---/(2)/ $ ---
===============================================================================================================
</TABLE>
__________________________
/ (1)/ In accordance with the revised rules on executive officer and
director compensation disclosure adopted by the Securities and
Exchange Commission, Summary Compensation information is excluded
for the fiscal years ended December 31, 1993 and 1994, as the
Association was not a public company during such periods.
/ (2)/ Following the Conversion, it is expected that Mr. Galligan will be
granted an option to purchase shares of Common Stock under the
Stock Option Plan, and an award of restricted stock under the RRP.
See "-Benefit Plans- Stock Option and Incentive Plan" and " -
Benefit Plans - Recognition and Retention Plan."
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EMPLOYMENT AGREEMENTS
The Association has determined to enter into an employment agreement
effective upon consummation of the Conversion, with Charles L. Galligan, the
Association's President and Chief Executive Officer, providing for a term of
three years. The contract provides for payment to the employee for the
remaining term of the contract unless the employee is terminated "for cause."
The employment agreement for Mr. Galligan provides for an annual base
salary as determined by the Board of Directors, but not less than the employee's
current salary. Mr. Galligan's base salary (exclusive of director fees and
bonuses) will be $54,000, assuming the employment contract is entered into in
fiscal 1996. So long as the contract remains in force, salary increases will be
reviewed not less often than annually thereafter, and are subject to the sole
discretion of the Board of Directors. The employment contract provides for
annual extensions for one additional year, but only upon express authorization
by the Board of Directors at the end of each year. The contract provides for
termination upon the employee's death, for cause or in certain events specified
by OTS regulations. The employment contract is terminable by the employee upon
90 days' notice to the Association.
In the event there is a change in control of the Holding Company or the
Association, as defined in the agreement, if employment terminates
involuntarily, as defined in the agreement, in connection with such change in
control or within 12 months thereafter, the employment contract provides for a
payment equal to 299% of Mr. Galligan's base amount of compensation as defined
in the Code. Assuming a change in control were to take place as of March 31,
1996, the aggregate amounts payable to Mr. Galligan pursuant to this change in
control provision would be approximately $________.
The contract provides, among other things, for participation in an
equitable manner in employee benefits applicable to executive personnel. The
employment contract may have an "anti-takeover" effect that could affect a
proposed future acquisition of control of the Association after its Conversion.
See "Restrictions on Acquisitions of Stock and Related Takeover Defensive
Provisions."
The Association also intends to enter into an employment agreement with
Betty Jean Parker, as Secretary and Treasurer. The agreement will provide for a
term of ______ years and a change of control payment equal to _____% of Ms.
Parker's base amount of compensation, and is otherwise expected to be similar to
the employment agreement with Mr. Galligan.
BENEFIT PLANS
GENERAL. First Federal currently provides health care benefits, including
medical, disability and dental, subject to certain deductibles and copayments by
employees, a retirement plan and group life insurance to its employees.
PROFIT SHARING PLAN. The Association maintains a Profit Sharing Plan which
is a qualified, tax-exempt profit sharing plan with a salary deferred feature
under Section 401(k) of the Internal Revenue Code. All employees who have
attained age 21 and have completed one year of employment during which they
worked at least 1,000 hours are eligible to participate. The Association's
contribution to the plan for each plan year is a sum that the Association, by
action of the Board of Directors, authorizes in its discretion (so long as the
contribution, along with the employee's voluntary contribution for any plan year
does not exceed the maximum amount permissible under Section 415(c) of the
Code.) Association contributions and plan forfeitures are allocated among plan
participants in the proportion that the compensation of each participant bears
to the total compensation of all participants.
Under the plan, participants are permitted to make salary reduction
contributions equal to a percentage of up to 10% of compensation. All employee
contributions and earnings thereon are fully and immediately vested. If a
participant's employment is terminated, voluntarily or involuntarily, for any
reason other than death, disability or attainment of the normal retirement age
of 65 or later, the participant's interest in the Association contributions
vests at the rate of 20% per year beginning after completion of three years of
service with full vesting occurring after seven years of service. A participant
may withdraw employee voluntary contributions at any time, but may only withdraw
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Association contributions in the event the participant suffers a financial
hardship, termination of employment, death, disability, retirement, or the
attainment of age 591/2.
Contributions under the plan are invested under a group annuity contract
with a life insurance company. Contributions under the group annuity contract
are invested in the insurance company's general fund which is made up of fixed
income investments such as mortgages and bonds.
Plan benefits will be paid to each participant as an annuity, in lump sum
or installments, at the participant's election. For the fiscal year ended
December 31, 1995, the Association contributed a total of $30,000 to the Profit-
Sharing Plan.
STOCK OPTION AND INCENTIVE PLAN. Following consummation of the Conversion,
the Board of Directors of the Holding Company intends to adopt a Stock Option
Plan, which will be designed to attract and retain qualified personnel in key
positions, provide directors, officers and key employees with a proprietary
interest in the Holding Company as an incentive to contribute to the success of
the Holding Company and reward key employees for outstanding performance and the
attainment of targeted goals. The Stock Option Plan will provide for the grant
of incentive stock options intended to comply with the requirements of Section
422 of the Code ("incentive stock options"), non-incentive stock options, and
stock appreciation rights (collectively "Awards"). Awards may be granted to key
employees of the Company and any subsidiaries. The Stock Option Plan will be
administered and interpreted by a committee of the Board of Directors
("Committee") which is "disinterested" pursuant to applicable regulations under
the federal securities laws. Non-employee directors will only be entitled to
receive non-incentive stock options pursuant to a formula governing the amount
and timing of such options. Unless sooner terminated, the Stock Option Plan
shall continue in effect for a period of 10 years from the date the Stock Option
Plan is adopted by the Board of Directors.
Under the Stock Option Plan, the Committee will determine which officers
and key employees will be granted Awards, whether options will be incentive or
non-incentive options, the number of shares subject to each Award, the exercise
price of each option, whether options may be exercised by delivering other
shares of Common Stock and when such options become exercisable. The per share
exercise price of an incentive or non-incentive stock option must at least equal
the fair market value of a share of Common Stock on the date the option is
granted.
Stock options will become exercisable in the manner specified by the
Committee, provided that all options will become fully exercisable in the event
of a change in control of the Company if the plan is implemented following the
one-year anniversary of the Conversion. If the plan is implemented within the
first year following the Conversion, current OTS regulations would require the
stock options to vest at a rate not in excess of 20% per year and prohibit
accelerated vesting except in the case of disability or death. Each stock option
or portion thereof will be exercisable at any time on or after it vests and will
be exercisable until 10 years after its date of grant or for periods of up to
one year following the death, disability or other termination of the optionee's
employment. However, failure to exercise incentive stock options within three
months after the date on which the optionee's employment terminates may result
in adverse tax consequences to the optionee. Stock options are non-transferable
except by will or the laws of descent and distribution.
The proposed Stock Option Plan provides for the grant of Stock Appreciation
Rights ("SARs") at any time, whether or not the participant then holds stock
options, granting the right to receive the excess of the market value of the
shares represented by the SARs on the date exercised over the exercise price.
SARs generally will be subject to the same terms and conditions and exercisable
to the same extent as stock options. There is no present intention to grant any
SARs.
At the time an Award is granted pursuant to the Plan, the recipient will
not be required to make any payment in consideration for such grant. With
respect to incentive or non-incentive stock options, the optionee will be
required to pay the applicable exercise price at the time of exercise in order
to receive the underlying shares of Common Stock. If a stock appreciation right
is exercised, the holder of the right is entitled to receive an amount equal to
the excess of the fair market value of the underlying shares of Common Stock
over the applicable exercise price, without having to pay the exercise price.
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A number of shares of Common Stock equal to an aggregate of 10% of the
Common Stock sold in the Conversion will be reserved for issuance pursuant to
the Stock Option Plan (______ shares, based on the sale of _______ shares). Such
shares may be authorized but previously unissued shares, treasury shares, or
shares purchased by the Holding Company on the open market or from private
sources. In the event of a stock split, reverse stock split or stock dividend,
the number of shares of Common Stock under the Stock Option Plan, the number of
shares to which any Award relates and the exercise price per share under any
option or stock appreciation right shall be adjusted to reflect such increase or
decrease in the total number of shares of Common Stock outstanding.
Under current provisions of the Code, the federal income tax treatment of
incentive stock options and non-incentive stock options is different. As regards
incentive stock options, an optionee who meets certain holding period
requirements will not recognize income at the time the option is granted or at
the time the option is exercised, and a federal income tax deduction generally
will not be available to the Holding Company at any time as a result of such
grant or exercise. With respect to non-incentive stock options, the difference
between the fair market value on the date of exercise and the option exercise
price generally will be treated as compensation income upon exercise, and the
Holding Company will be entitled to a deduction in the amount of income so
recognized by the optionee. Upon the exercise of a stock appreciation right, the
holder will realize income for federal income tax purposes equal to the amount
received by him, whether in cash, shares of stock or both, and the Holding
Company will be entitled to a deduction for federal income tax purposes in the
same amount.
Under applicable regulations, if the Stock Option Plan is submitted to and
approved by stockholders of the Holding Company within one year after completion
of the Conversion, no more than 30% of the shares available under the Stock
Option Plan could be granted to non-employee directors and directors emeritus.
It is expected that each non-employee director and directors emeritus will
receive an option for the same number of shares, in which event options for a
total of approximately 1,437 shares would be granted to each non-employee
director if the amount of Common Stock sold in the Conversion is equal to the
maximum of the Estimated Valuation Range. In addition, it is currently expected
that stock options will be granted to Messrs. Galligan and other officers of the
Association, although no determination has been made at this time as to the
amount of such stock options. The Stock Option Plan provides that no officer
would be able to receive a stock option for more than 25% of the shares
available under the Stock Option Plan, or 7,187 shares if the amount of Common
Stock sold in the Conversion is equal to the maximum of the Estimated Valuation
Range. The Company does not expect to grant any stock appreciation rights or
performance share awards in the first year following completion of the
Conversion.
The Holding Company currently intends to submit the Stock Option Plan to
stockholders for approval following the one-year anniversary of the Conversion.
However, the Holding Company reserves the right to submit such plan to
stockholders prior to such time, provided that such meeting is at least six
months following the Conversion. In such event, the proposed Stock Option Plan
would need to be revised to include a mandatory five-year vesting schedule and a
prohibition on accelerated vesting in the event of a change in control, which
provisions are required by current OTS regulations for plans implemented within
one year following the Conversion.
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RECOGNITION AND RETENTION PLAN. Following consummation of the Conversion,
the Board of Directors of the Company intends to adopt a Recognition and
Retention Plan ("RRP") for directors, officers and key employees. The objective
of the RRP will be to enable the Holding Company to provide directors, officers
and key employees with a proprietary interest in the Holding Company as an
incentive to contribute to its success.
The RRP will be administered by a committee of the Board of Directors which
is "disinterested" pursuant to applicable regulations under the federal
securities laws. The Committee will have the responsibility to invest all funds
contributed to the RRP. The Holding Company will contribute sufficient funds so
that the RRP can purchase, following the receipt of stockholder approval, a
number of shares equal to an aggregate of 4% of the Common Stock sold in the
Conversion (11,500 shares, based on the sale of 287,500 shares). Shares of
Common Stock granted pursuant to the RRP generally will be in the form of
restricted stock and will vest at the rate of 20% per year over the five years
following the date of grant. For accounting purposes, compensation expense in
the amount of the fair market value of the Common Stock at the date of the grant
to the recipient will be recognized pro rata over the period during which the
shares are payable. A recipient will be entitled to all voting and other
stockholder rights, except that the shares, while restricted, may not be sold,
pledged or otherwise disposed of. Under the terms of the RRP, the committee has
discretionary power to vote all shares of Common Stock held by the RRP as to
which recipients have not directed the voting. If a recipient terminates
employment for reasons other than death or disability, the recipient will
forfeit all rights to the allocated shares under restriction. If the recipient's
termination is caused by death or disability, all restrictions will expire and
all allocated shares will become unrestricted. All restrictions also will expire
and all allocated shares will become unrestricted in the event of a change in
control of the Company, as defined in the RRP. However, if the plan is
implemented within the first year following the Conversion, current OTS
regulations would prohibit accelerated vesting except in the event of disability
or death. The Board of Directors of the Holding Company can terminate the RRP at
any time, and if it does so, any shares not allocated will revert to the Holding
Company. Recipients of grants under the RRP will not be required to make any
payment at the time of grant or when the underlying shares of Common Stock
become vested.
Under applicable regulations, if the RRP is submitted to and approved by
the stockholders of the Holding Company within one year after completion of the
Conversion, no more than 30% of the shares available under the RRP could be
granted to non-employee directors, and the director emeritus. In such event, it
is expected that each non-employee director will receive an award for the same
number of shares, in which event awards for a total of approximately 575 shares
would be granted to each non-employee director if the amount of Common Stock
sold in the Conversion is equal to the maximum of the Estimated Valuation Range.
It is currently expected that awards will be granted to Messrs. Galligan and
other officers of the Association, although no determination has been made at
this time as to the amount of such awards. The RRP provides that no officer
would be able to receive an award for more than 25% of the shares available
under the RRP, or 2,875 shares if the amount of Common Stock sold in the
Conversion is equal to the maximum of the Estimated Valuation Range.
The Holding Company currently intends to submit the RRP to stockholders for
approval following the one-year anniversary of the Conversion. However, the
Holding Company reserves the right to submit such plan to stockholders prior to
such time, provided that such meeting is held at least six months following the
Conversion. In such event, the RRP would need to be revised to include a
prohibition on accelerated vesting in the event of a change in control, which
provision is required by current OTS regulations applicable to plans implemented
within one year following the Conversion.
EMPLOYEE STOCK OWNERSHIP PLAN. The Boards of Directors of the Association
and the Holding Company have approved the adoption of an ESOP for the benefit of
employees of the Association. The ESOP is designed to meet the requirements of
an employee stock ownership plan as described at Section 4975(e)(7) of the Code
and Section 407(d)(6) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and, as such, the ESOP is empowered to borrow in order to
finance purchases of the Holding Company's Common Stock.
It is anticipated that the ESOP will be capitalized with a loan from the
Holding Company. The proceeds from this loan are expected to be used by the ESOP
to purchase up to 8.0% of the Common Stock issued in the Conversion. After the
Conversion, as a qualified employee pension plan under Section 401(a) of the
Code, the ESOP will be in the
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form of a stock bonus plan and will provide for contributions, predominantly in
the form of either the Holding Company's Common Stock or cash, which will be
used within a reasonable period after the date of contributions primarily to
purchase Holding Company Common Stock. The Association will receive a tax
deduction equal to the amount it contributes to the ESOP, subject to the
limitations set forth in the Code. The maximum tax-deductible contribution by
the Association in any year is an amount equal to the maximum amount that may be
deducted by the Association under Section 404 of the Code, subject to reduction
based on contributions to other Tax-Qualified Employee Plans. Additionally, the
Association will not make contributions if such contributions would cause the
Association to violate its regulatory capital requirements. The assets of the
ESOP will be invested primarily in Holding Company Common Stock.
From time to time, the ESOP may purchase additional shares of Common Stock
for the benefit of plan participants through purchases of outstanding shares in
the market, upon the original issuance of additional shares by the Holding
Company or upon the sale of shares held in treasury by the Holding Company. Such
purchases, which are not currently contemplated, would be subject to then-
applicable laws, regulations and market conditions.
Generally accepted accounting principles require that any third party
borrowing by the ESOP be reflected as a liability in the Holding Company's
consolidated financial statements, whether or not such borrowing is guaranteed
by, or constitutes a legally binding contribution commitment of the Holding
Company or the Association. In addition, shares purchased with borrowed funds
will, to the extent of the borrowings, be excluded from stockholders' equity,
representing unearned compensation to employees for future services not yet
performed. Consequently, if the ESOP purchases already-issued shares in the open
market, the Holding Company's consolidated liabilities will increase to the
extent of the ESOP's borrowings, and total and per share stockholders' equity
will be reduced to reflect such borrowings. If the ESOP purchases newly issued
shares from the Holding Company, total stockholders' equity would neither
increase nor decrease, but per share stockholders' equity and per share net
income would decrease because of the increase in the number of outstanding
shares. In either case, as the borrowings used to fund ESOP purchases are
repaid, total stockholders' equity will correspondingly increase.
All employees of the Association are eligible to participate in the ESOP
after they attain age 21 and complete one year of service during which they work
at least 1,000 hours. For the initial plan year, however, every employee who is
employed on ________ shall be eligible to participate on that date. Employees
will be credited for years of service to the Association prior to the adoption
of the ESOP for participation and vesting purposes. The Association's
contribution to the ESOP is allocated among participants on the basis of
compensation. Each participant's account will be credited with cash and shares
of Holding Company Common Stock based upon compensation earned during the year
with respect to which the contribution is made. After completing five years of
service, a participant will be 100% vested in his or her ESOP account. ESOP
participants are entitled to receive distributions from their ESOP accounts only
upon termination of service. Distribution will be made in cash and in whole
shares of Holding Company Common Stock. Fractional shares will be paid in cash.
Participants will not incur a tax liability until a distribution is made.
Participating employees are entitled to instruct the trustee of the ESOP as
to how to vote the shares held in their account. The trustee, who has
dispositive power over the shares in the Plan, will not be affiliated with the
Holding Company or the Association. The ESOP may be amended by the Board of
Directors of the Holding Company, except that no amendment may be made which
would reduce the interest of any participant in the ESOP trust fund or divert
any of the assets of the ESOP trust fund to purposes other than the benefit of
participants or their beneficiaries.
It is currently anticipated that the RRP will be funded by shares
subsequently reacquired and held as treasury shares or through the issuance of
authorized but unissued shares. To the extent the RRP is funded from authorized
but unissued shares, the funding of the RRP will have the effect of diluting
existing stockholders. See "Summary -Benefits of Conversion to Directors and
Executive Officers" and "Capitalization."
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INDEBTEDNESS OF MANAGEMENT
The Association has followed a policy of granting loans, including loans
secured by one- to four-family real estate, to officers, directors and
employees. All loans by the Association to its directors and executive officers
are subject to OTS regulations restricting loan and other transactions with
affiliated persons of the Association. Federal law currently requires that all
loans to directors and executive officers be made on terms and conditions
comparable to those for similar transactions with non-affiliates. Loans to all
directors, executive officers, employees and their associates totaled $279,000
at March 31, 1996, which was 13.26% of the Association's equity capital at that
date and 7.05% of the Holding Company's stockholders' equity at that date,
assuming completion of the Conversion at the midpoint of the Estimated Valuation
Range. There were no loans outstanding to any director, executive officer or
their affiliates at preferential rates or terms which in the aggregate exceeded
$60,000 during the three years ended March 31, 1996. All loans to directors and
officers were performing in accordance with their terms at March 31, 1996 and do
not in the opinion of management involve more than the normal risk of
collectibility or present other unfavorable features.
THE CONVERSION
The Board of Directors of the Association and the OTS have approved the
Plan of Conversion, subject to approval by the members of the Association and
the satisfaction of certain other conditions. OTS approval does not constitute a
recommendation or endorsement by the OTS of the Plan of Conversion. Certain
terms used in the following summary are defined in the Plan of Conversion, a
copy of which may be obtained by contacting the Association.
GENERAL
On June 3, 1996, the Board of Directors of the Association unanimously
adopted the Plan, subject to approval by the OTS and the members of the
Association. Pursuant to the Plan, the Association is to be converted from a
federal mutual savings and loan association to a federal stock savings and loan
association, with the concurrent formation of a holding company. The OTS has
approved the Plan, subject to its approval by the affirmative vote of the
members of the Association holding not less than a majority of the total number
of votes eligible to be cast at a Special Meeting called for that purpose to be
held on September ___, 1996.
The Conversion will be accomplished through amendment of the Association's
federal charter to authorize the issuance of capital stock, at which time the
Association will become a wholly owned subsidiary of the Holding Company. The
Conversion will be accounted for as a pooling of interests.
Subscription Rights are being given to Eligible Account Holders as of May
31, 1995, the Tax-Qualified Employee Plans of the Association and the Holding
Company, Other Members, and officers, directors and employees of the
Association. Concurrently with or following the Subscription Offering, and
subject to the prior rights of holders of Subscription Rights, members of the
general public to whom a prospectus is delivered are being afforded the
opportunity to subscribe for Holding Company Common Stock in the Community
Offering with a preference to natural persons residing in the Local Community.
The residence of such individuals shall be determined by the Association in its
sole discretion based upon the books and records of the Association. See "-
Offering of Holding Company Common Stock." Depending upon market conditions, any
shares not initially subscribed for in the Subscription Offering may be offered
for sale by the Holding Company to the general public in a Syndicated Community
Offering. See "-Syndicated Community Offering." Subscriptions for shares will be
subject to the maximum and minimum purchase limitations set forth in the Plan of
Conversion.
BUSINESS PURPOSES
The Association has several business purposes for the Conversion. The sale
of Holding Company Common Stock will have the immediate result of providing the
Association with additional equity capital. This increased capital will support
expansion of its financial services, subject to applicable regulatory
restrictions. The sale of the Common Stock is the most effective means of
increasing the Association's permanent capital and does not involve the high
interest
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cost and repayment obligation of subordinated debt. In addition, investment of
the net Conversion proceeds is expected to provide additional operating income
to further increase the Association's capital on a continuing basis.
The Board of Directors of the Association believes that a holding company
structure could facilitate the acquisition of both mutual and stock savings
institutions in the future as well as other companies. If a multiple holding
company structure is utilized in a future acquisition, the acquired savings
institution would be able to operate on a more autonomous basis as a wholly
owned subsidiary of the Holding Company rather than as a division of the
Association. For example, the acquired savings institution could retain its own
directors, officers and corporate name as well and have representation on the
Board of Directors of the Holding Company. As of the date hereof, there are no
plans or understandings by the Association or the Holding Company regarding the
acquisition of any other institutions.
The Board of Directors of the Association also believes that a holding
company structure will facilitate the diversification of the Association's
business activities. While diversification will be maximized if a unitary
holding company structure is utilized because the types of business activities
permitted to a unitary holding company are broader than those of a multiple
holding company, either type of holding company may engage in a broader range of
activities than may a thrift institution directly. Currently, there are no plans
that the Holding Company engage, immediately after Conversion, in any material
activities apart from holding the shares of the Association, although the Board
may determine to expand the Holding Company's activities after Conversion.
The preferred stock and additional common stock of the Holding Company
being authorized in the Conversion will be available for future acquisitions
(although the Holding Company has no current negotiations, understandings or
plans with respect to any acquisition) and for issuance and sale to raise
additional equity capital, subject to market conditions and generally without
stockholder approval. Although the Holding Company currently has no plans with
respect to future issuances of equity securities, the more flexible operating
structure provided by the Holding Company and the stock form of ownership is
expected to assist the Association in competing aggressively with other
financial institutions in its principal market area.
The Conversion will structure the Association in the stock form used in the
United States by all commercial banks, most major business corporations and an
increasing number of savings institutions. The Conversion will permit the
Association's members to become stockholders of the Holding Company, thereby
allowing them to own stock in the parent corporation of the Association in which
they maintain deposit accounts or with which they have a borrowing relationship.
Such ownership may encourage customers who become stockholders to promote the
Association to others, thereby further contributing to the Association's growth.
The Association is also expected to benefit from its management and
employees owning stock, because stock ownership is viewed as an effective
performance incentive and a means of attracting, retaining and compensating
personnel.
EFFECTS OF CONVERSION TO STOCK FORM ON DEPOSITORS AND BORROWERS OF THE
ASSOCIATION
VOTING RIGHTS. Upon Conversion, neither deposit account holders nor
borrowers will have voting rights in the Association or the Holding Company and
will therefore not be able to elect directors of either entity or to control
their affairs. These rights are currently accorded to deposit account holders
with regard to the Association. Subsequent to Conversion, voting rights will be
vested exclusively in the Holding Company as the sole stockholder of the
Association. Voting rights as to the Holding Company will be held exclusively by
its stockholders. Each purchaser of Holding Company Common Stock shall be
entitled to vote on any matters to be considered by the Holding Company
stockholders. A stockholder will be entitled to one vote for each share of
Common Stock owned, subject to certain limitations applicable to holders of 10%
or more of the shares of the Common Stock. See "Restrictions on Acquisitions of
Stock and Related Takeover Defensive Provisions." The Holding Company intends
to supply each stockholder with quarterly and annual reports and proxy
statements.
DEPOSIT ACCOUNTS AND LOANS. The terms of the Association's deposit
accounts, the balances of the individual accounts and the existing FDIC
insurance coverage will not be affected by the Conversion. Furthermore, the
Conversion
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will not affect the loan accounts, the balances of these accounts, or the
obligations of the borrowers under their individual contractual arrangements
with the Association.
TAX EFFECTS. The Association has received an opinion from Luse Lehman
Gorman Pomerenk & Schick, P.C. with regard to federal income taxation, and an
opinion of Darnall, Sikes, Kolder, Frederick & Rainey with regard to Louisiana
taxation, to the effect that the adoption and implementation of the Plan of
Conversion set forth herein will not be taxable for federal or Louisiana tax
purposes to the Association or the Holding Company. See "- Income Tax
Consequences."
LIQUIDATION RIGHTS. The Association has no plan to liquidate either before
or after the Conversion. However, if there should ever be a complete
liquidation, either before or after Conversion, deposit account holders would
receive the protection of insurance by the FDIC up to applicable limits. Subject
thereto, liquidation rights before and after Conversion would be as follows:
Liquidation Rights in Present Mutual Association. In addition to the
protection of FDIC insurance up to applicable limits, in the event of a
complete liquidation each holder of a deposit account in the Association in
its present mutual form would receive his or her pro rata share of any
assets of the Association remaining after payment of claims of all
creditors (including the claims of all depositors in the amount of the
withdrawal value of their accounts). Such holder's pro rata share of such
remaining assets, if any, would be in the same proportion of such assets as
the balance in his or her deposit account was to the aggregate balance in
all deposit accounts in the Association at the time of liquidation.
Liquidation Rights in Proposed Converted Association. After
Conversion each deposit account holder, in the event of a complete
liquidation, would have a claim of the same general priority as the claims
of all other general creditors of the Association in addition to the
protection of FDIC insurance up to applicable limits. Therefore, except as
described below, the deposit account holder's claim would be solely in the
amount of the balance in his or her deposit account plus accrued interest
and the holder would have no interest in the value of the Association above
that amount.
The Plan of Conversion provides that there shall be established, upon
the completion of the Conversion, a special "liquidation account" for the
benefit of Eligible Account Holders (i.e., depositors with an account
balance of $50 or more at May 31, 1995) in an amount equal to the net worth
of the Association as of the date of its latest consolidated statement of
financial condition contained in the final Prospectus relating to the sales
of shares of Holding Company Common Stock in the Conversion. Each Eligible
Account Holder would have an initial interest in such liquidation account
for each qualifying deposit account held in the Association on the
qualifying date. An Eligible Account Holder's interest as to each deposit
account would be in the same proportion of the total liquidation account as
the balance in his or her account on May 31, 1995 was to the aggregate
balance in all qualifying deposit accounts of Eligible Account Holders on
such date. For accounts in existence on both dates, separate subaccounts
shall be determined on the basis of the qualifying deposits in such
accounts on the record dates. However, if an Eligible Account Holder should
reduce the amount in the qualifying deposit account on any annual closing
date of the Association to a level less than the lowest amount in such
account on May 31, 1995 and on any subsequent closing date, then the
account holder's interest in this special liquidation account would be
reduced by an amount proportionate to any such reduction, and the account
holder's interest would cease to exist if such qualifying deposit account
were closed.
In addition, the interest in the special liquidation account would
never be increased despite any increase in the balance of the account
holders' related accounts after Conversion, and would only decrease.
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Any assets remaining after the above liquidation rights of Eligible
Account Holders were satisfied would be distributed to the Holding Company
as the sole stockholder of the Association.
No merger, consolidation, purchase of bulk assets with assumption of
deposit accounts and other liabilities, or similar transaction, whether the
Association, as converted, or another SAIF-insured institution if the
surviving institution, is deemed to be a complete liquidation for purposes
of distribution of the liquidation account and, in any such transaction,
the liquidation account would be assumed to the full extent authorized by
regulations of the OTS as then in effect. The OTS has stated that the
consummation of a transaction of the type described in the preceding
sentence in which the surviving entity is not an SAIF-insured institution
would be reviewed on a case-by-case basis to determine whether the
transaction should constitute a "complete liquidation" requiring
distribution of any then remaining balance in the liquidation account.
While the Association believes that such a transaction should not
constitute a complete liquidation, there can be no assurance that the OTS
will not adopt a contrary position and, in such event, that the
Association's position will be determined to be correct.
COMMON STOCK. For information as to the characteristics of the Common
Stock to be issued under the Plan of Conversion, see "Dividends" and
"Description of Capital Stock." Common Stock issued under the Plan of Conversion
cannot, and will not, be insured by the FDIC or any other government agency.
THE ASSOCIATION WILL CONTINUE, IMMEDIATELY AFTER COMPLETION OF THE
CONVERSION, TO PROVIDE ITS SERVICES TO DEPOSITORS AND BORROWERS PURSUANT TO ITS
EXISTING POLICIES AND WILL MAINTAIN THE EXISTING MANAGEMENT AND EMPLOYEES OF THE
ASSOCIATION. OTHER THAN FOR PAYMENT OF EXPENSES INCIDENT TO THE CONVERSION, NO
ASSETS OF THE ASSOCIATION WILL BE DISTRIBUTED IN THE CONVERSION. THE ASSOCIATION
WILL CONTINUE TO BE A MEMBER OF THE FHLB SYSTEM, AND ITS DEPOSIT ACCOUNTS WILL
CONTINUE TO BE INSURED BY THE FDIC. THE AFFAIRS OF THE ASSOCIATION WILL CONTINUE
TO BE DIRECTED BY THE EXISTING BOARD OF DIRECTORS AND MANAGEMENT.
OFFERING OF HOLDING COMPANY COMMON STOCK
Under the Plan of Conversion, up to 287,500 shares of Holding Company
Common Stock will be offered for sale, subject to certain restrictions described
below through a Subscription and Community Offering.
The Subscription Offering will expire at ______ p.m. Oakdale, Louisiana
time, on September ____, 1996 (the "Subscription Expiration Date") unless
extended by the Association and the Holding Company. Regulations of the OTS
require that all shares to be offered in the Conversion be sold within a period
ending not more than 45 days after the Subscription Expiration Date (or such
longer period as may be approved by the OTS) or, despite approval of the Plan of
Conversion by members, the Conversion will not be effected and the Association
will remain in mutual form. This period expires on ________, 1996, unless
extended with the approval of the OTS. If the Conversion is not completed by
__________, 1996, all subscribers will have the right to modify or rescind their
subscriptions and to have their subscription funds returned promptly with
interest. In the event of such an extension, all subscribers will be notified in
writing of the time period within which subscribers must notify the Association
of their intention to maintain, modify or rescind their subscriptions. If the
subscriber rescinds or does not respond in any manner to the Association's
notice, the funds submitted will be refunded to the subscriber with interest at
_____%, the Association's current passbook rate per annum, and/or the
subscriber's withdrawal authorizations will be terminated. In the event that the
Conversion is not effected, all funds submitted and not previously refunded
pursuant to the Subscription and Community Offering will be promptly refunded to
subscribers with interest at ______%, the Association's current passbook rate
per annum, and all withdrawal authorizations will be terminated.
SUBSCRIPTION RIGHTS. In accordance with OTS regulations, nontransferable
Subscription Rights have been granted under the Plan of Conversion to the
following persons in the following order of priority: (1) Eligible Account
Holders (deposit account holders of the Association maintaining an account
balance of $50 or more as of May 31, 1995), (2) Tax-Qualified Employee Plans,
(3) Other Members of the Association (deposit account holders of the Association
as of _________, 1996 and certain borrowers as of both ________, 1996 and
_______, 1996, who continue to be
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borrowers as of the date of the Special Meeting, other than Eligible Account
Holders and Supplemental Eligible Account Holders), and (4) officers, directors
and employees of the Association. All subscriptions received will be subject to
the availability of Common Stock after satisfaction of all subscriptions of all
persons having prior rights in the Subscription Offering, and to the maximum and
minimum purchase limitations set forth in the Plan of Conversion. SUBSCRIPTION
RIGHTS ARE NON-TRANSFERABLE. PERSONS FOUND TO BE SELLING OR OTHERWISE
TRANSFERRING THEIR RIGHT TO PURCHASE STOCK IN THE SUBSCRIPTION OFFERING OR
PURCHASING COMMON STOCK ON BEHALF OF ANOTHER PERSON WILL BE SUBJECT TO
FORFEITURE OF SUCH RIGHTS AND POSSIBLE FURTHER SANCTIONS AND PENALTIES IMPOSED
BY THE OTS, AN AGENCY OF THE U.S. GOVERNMENT. The preference categories are
more fully described below.
Category No. 1 is reserved for the Association's Eligible Account Holders.
Subscription Rights to purchase shares under this category will be allocated
among Eligible Account Holders to permit each such depositor to purchase shares
in an amount equal to the greater of $50,000 of Common Stock, one-tenth of one
percent (.10%) of the total shares of Common Stock offered in the Conversion, or
15 times the product (rounded down to the next whole number) obtained by
multiplying the total number of shares of Common Stock to be issued by a
fraction of which the numerator is the amount of the qualifying deposit of the
Eligible Account Holder and the denominator is the total amount of the
qualifying deposit of the Eligible Account Holders in the converting Association
in each case on May 31, 1995 (the "Eligibility Record Date"); if sufficient
shares are not available, shares shall be allocated first to permit each
subscribing Eligible Account Holder to purchase to the extent possible 100
shares, and thereafter among each subscribing Eligible Account Holder pro rata
in the same proportion that his qualifying deposit bears to the total qualifying
deposits of all subscribing Eligible Account Holders whose subscriptions remain
unsatisfied.
Category No. 2 provides for the issuance of Subscription Rights to Tax-
Qualified Employee Plans to purchase up to 10% of the total shares issued in the
Subscription Offering, provided that singly or in the aggregate such plans
(other than that portion of such plans which is self-directed) shall not
purchase more than 10% of the shares of the Holding Company Conversion Stock.
Subscription Rights received pursuant to this Category shall be subordinated to
all rights received by Eligible Account Holders to purchase shares pursuant to
Category No. 1; provided, however, that notwithstanding any other provision in
the Plan of Conversion to the contrary, the Tax-Qualified Employee Plans shall
have a first priority Subscription Right to the extent that the total number of
shares of Holding Company Conversion Stock sold in the Subscription and
Community Offering exceeds the maximum of the Estimated Valuation Range.
However, such plans shall not, in the aggregate, purchase more than 10% of the
Holding Company Common Stock issued. It is currently intended that the ESOP
will purchase 8% of the shares of Common Stock issued in the Conversion.
Category No. 3 provides, to the extent that shares are then available after
satisfying the subscriptions of Eligible Account Holders, Tax-Qualified Employee
Plans, for the issuance of Subscription Rights to each such Other Member to
purchase shares in an amount equal to the greater $50,000 of Common Stock or
one-tenth of one percent (.10%) of the total offering of shares offered in the
Conversion based on the Estimated Valuation Range subject to the overall
purchase limitation and to the extent Common Stock is available. In the event
of an oversubscription for shares, the shares available shall be allocated among
the subscribing Other Members pro rata in the same proportion that his number of
votes on the Voting Record Date bears to the total number of votes on the Voting
Record Date of all subscribing Other Members on such date. Such number of votes
shall be determined based on the Association's mutual charter and bylaws in
effect on the date of approval by members of this Plan of Conversion.
Category No. 4 provides for the issuance of Subscription Rights to
officers, directors and employees of the Association, to purchase up to a
maximum of $50,000 individually of Common Stock to the extent that shares are
available after satisfying the subscriptions of eligible subscribers in
preference Categories 1, 2 and 3. In the event of an oversubscription, the
available shares will be allocated pro rata among all subscribers in this
Category.
The Association and the Holding Company will make reasonable efforts to
comply with the securities laws of all states in the United States in which
persons entitled to subscribe for shares pursuant to the Plan of Conversion
reside. However, no shares will be offered or sold under the Plan of Conversion
to any such person who (1) resides in a foreign country or (2) resides in a
state of the United States in which a small number of persons otherwise eligible
to subscribe for shares under the Plan of Conversion reside or as to which the
Association and the Holding Company determine that compliance with the
securities laws of such state would be impracticable for reasons of cost or
otherwise, including, but
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not limited to, a requirement that the Association or the Holding Company or any
of their officers, directors or employees register, under the securities laws of
such state, as a broker, dealer, salesman or agent. No payments will be made in
lieu of the granting of Subscription Rights to any such person.
COMMUNITY OFFERING. To the extent that shares remain available for
purchase after the Subscription Offering, the Holding Company and the
Association have determined to offer shares pursuant to the Plan to certain
members of the general public to whom the Holding Company delivers a copy of
this Prospectus and a stock order form in the Community Offering, with
preference given to natural persons residing in Allen Parish, Louisiana (the
"Local Community"). Such persons, together with associates of and persons acting
in concert with such persons, may purchase up to $50,000 of Common Stock. The
Community Offering, if any, may terminate at any time without notice, but may
not terminate later than _________, 1996, unless extended with the approval of
the OTS. THE OPPORTUNITY TO SUBSCRIBE FOR SHARES OF COMMON STOCK IN THE
COMMUNITY OFFERING CATEGORY IS SUBJECT TO THE RIGHT OF THE COMPANY AND THE
ASSOCIATION, IN THEIR SOLE DISCRETION, TO ACCEPT OR REJECT ANY SUCH ORDERS IN
WHOLE OR IN PART EITHER AT THE TIME OF RECEIPT OF AN ORDER OR AS SOON AS
PRACTICABLE THEREAFTER.
If there are not sufficient shares available to fill orders in the
Community Offering, such stock will be allocated first to each natural person
residing in the Local Community whose order is accepted by the Company, in an
amount equal to the lesser of 1,000 shares or the number of shares subscribed
for by each such subscriber in the Local Community, if possible. Thereafter,
unallocated shares will be allocated among the subscribers in the Local
Community whose orders remain unsatisfied in the same proportion that the
unfilled subscription of each bears to the total unfilled subscriptions of all
subscribers in the Local Community whose subscription remains unsatisfied. If
there are any shares remaining, shares will be allocated to other members of the
general public who subscribe in the Community Offering applying the same
allocation described above for subscribers in the Local Community.
SYNDICATED COMMUNITY OFFERING. As part of the Community Offering, all
shares of Common Stock not purchased in the Subscription and Community
Offerings, if any, may be offered for sale to the general public in a Syndicated
Community Offering through a syndicate of registered broker-dealers which may be
formed and managed by Trident. The Holding Company and the Association expect to
market any shares which remain unsubscribed after the Subscription and Community
Offerings through a Syndicated Community Offering. The Holding Company and the
Association have the right to reject orders in whole or part in their sole
discretion in the Syndicated Community Offering. Neither Trident nor any
registered broker-dealer shall have any obligation to take or purchase any
shares of Common Stock in the Syndicated Community Offering; however, Trident
has agreed to use its best efforts in the sale of shares in the Syndicated
Community Offering.
The price at which Common Stock is sold in the Syndicated Community
Offering will be the same price as in the Subscription and Community Offerings.
Subject to overall purchase limitations, no person will be permitted to
subscribe in the Syndicated Community Offering for more than $50,000 or 5,000
shares of Common Stock.
Trident may enter into agreements with broker-dealers ("Selected Dealers")
to assist in the sale of the shares in the Syndicated Community Offering. After
the close of or concurrent with the close of the Subscription Offering, Trident
will instruct Selected Dealers as to the number of shares to be allocated to
each Selected Dealer. Only after the close of the Subscription Offering and upon
allocation of shares to Selected Dealers may Selected Dealers take orders from
their customers. During the Subscription and Community Offerings, Selected
Dealers may only solicit indications of interest from their customers to place
orders with the Holding Company as of a certain date ("Order Date") for the
purchase of shares of Common Stock. When and if Trident and the Holding Company
believe that enough indications of interest and orders have not been received in
the Subscription and Community Offerings to consummate the Conversion, Trident
will request, as of the Order Date, Selected Dealers to submit orders to
purchase shares for which they have previously received indications of interest
from their customers. Selected Dealers will send confirmations of the orders to
such customers on the next business day after the Order Date. Selected Dealers
will debit the accounts of their customers on the "Settlement Date" which date
will be three business days from the Order Date. Customers who authorize
Selected Dealers to debit their brokerage accounts are required to have the
funds for payment in their account on but not before the Settlement Date. On the
Settlement Date, Selected Dealers will remit funds to the account established by
the Association for each Selected Dealer. Each customer's funds so forwarded to
the Association, along
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with all other accounts held in the same title, will be insured by the FDIC up
to $100,000 in accordance with applicable FDIC regulations. After payment has
been received by the Association from Selected Dealers, funds will earn interest
at the Association's passbook rate until the consummation or termination of the
Conversion. Funds will be promptly returned, with interest, in the event the
Conversion is not consummated as described above.
The Syndicated Community Offering will terminate no more than 45 days
following the Subscription Expiration Date, unless extended by the Holding
Company and the Association with the approval of the OTS.
LIMITATIONS ON PURCHASE OF SHARES. The Plan also provides for certain
additional limitations to be placed upon the purchase of shares in the
Conversion. Specifically, no person (other than a Tax-Qualified Employee Plan)
by himself or herself or with an associate, and no group of persons acting in
concert, may subscribe for or purchase more than $100,000 of Common Stock
offered in the Conversion. Officers and directors and their associates may not
purchase, in the aggregate, more than 35% of the shares to be sold in the
Conversion. For purposes of the Plan, the members of the Board of Directors are
not deemed to be acting in concert solely by reason of their Board membership.
For purposes of this limitation, an associate of a person does not include a
Tax-Qualified Employee Plan or Non-Tax Qualified Employee Plan. Also, for
purposes of this limitation, an associate of an officer or director does not
include a Tax-Qualified Employee Plan or a recognition and retention plan, such
as the RRP. Moreover, any shares attributable to the officers and directors and
their associates, but held by a Tax-Qualified Employee Plan (other than that
portion of a plan which is self-directed) shall not be included in calculating
the number of shares which may be purchased under the limitations in this
paragraph. Shares purchased by employees who are not officers or directors of
the Association, or their associates, are not subject to this limitation. The
term "associate" is used above to indicate any of the following relationships
with a person: (i) any corporation or organization (other than the Holding
Company or the Association or a majority-owned subsidiary of the Holding Company
or the Association) of which a person is an officer or partner or is, directly
or indirectly, the beneficial owner of 10% or more of any class of equity
security; (ii) any trust or other estate in which such person has a substantial
beneficial interest or as to which such person serves as trustee or in a similar
fiduciary capacity; and (iii) any relative or spouse of such person or any
relative of such spouse who has the same home as such person or who is a
director or officer of the Holding Company or the Association or any subsidiary
of the Holding Company or the Association.
The Boards of Directors of the Holding Company and the Association may, in
their sole discretion, decrease the maximum purchase limitation referred to
above or increase the maximum purchase limitation up to 9.99% of the shares
being offered in the Conversion, provided that orders for shares exceeding 5.0%
of the shares being offered in the Conversion shall not exceed, in the
aggregate, 10% of the shares being offered in the Conversion. Requests to
purchase additional shares of Holding Company Common Stock under this provision
will be allocated by the Boards of Directors on a pro rata basis giving priority
in accordance with the priority rights set forth above. DEPENDING UPON MARKET
AND FINANCIAL CONDITIONS, AND SUBJECT TO CERTAIN REGULATORY LIMITATIONS, THE
BOARDS OF DIRECTORS OF THE HOLDING COMPANY AND THE ASSOCIATION, WITH THE
APPROVAL OF THE OTS AND WITHOUT FURTHER APPROVAL OF THE MEMBERS, MAY INCREASE OR
DECREASE ANY OF THE ABOVE PURCHASE LIMITATIONS AT ANY TIME. To the extent that
shares are available, each subscriber must subscribe for a minimum of 25 shares.
In computing the number of shares to be allocated, all numbers will be rounded
down to the next whole number.
Common Stock purchased in the Conversion will be freely transferable except
for shares purchased by executive officers and directors of the Association or
the Holding Company and except as described below. See "- Restrictions on
Transferability." In addition, under National Association of Securities
Dealers, Inc. ("NASD") guidelines, members of the NASD and their associates are
subject to certain restrictions on transfer of securities purchased in
accordance with Subscription Rights and to certain reporting requirements upon
purchase of such securities.
MARKETING ARRANGEMENTS
The Holding Company and the Association have engaged Trident as a financial
advisor and marketing agent in connection with the offering of the Common Stock,
and Trident has agreed to use its best efforts to solicit subscriptions and
purchase orders for shares of Common Stock in the Offerings. Trident is a
member of the National Association of Securities Dealers, Inc. ("NASD") and an
SEC-registered broker-dealer. Trident is headquartered in
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Raleigh, North Carolina, and its telephone number is (919) 781-8900. Trident
will provide various services including, but not limited to, (i) training and
educating the Association's directors, officers and employees regarding the
mechanics and regulatory requirements of the stock sales process; (2) providing
its employees to staff the Stock Sales Center to assist the Association's
customers and internal stock purchasers and to keep records of orders for shares
of Common Stock; and (3) targeting the Holding Company's sales efforts,
including preparation of marketing materials. Based upon negotiations between
the Holding Company and the Association concerning fee structure, Trident will
receive a fee of $75,000. In the event that a selected dealers agreement is
entered into in connection with a Syndicated Community Offering, the Association
will pay a fee of up to 5.5% of the aggregate Purchase Price of Common Stock to
such selected dealers, for shares sold by an NASD member firm pursuant to a
selected dealers agreement. Fees to Trident and to any other broker-dealer may
be deemed to be underwriting fees, and Trident and such broker-dealers may be
deemed to be underwriters. Trident will also be reimbursed for its reasonable
out of pocket expenses in an amount not to exceed $10,000 and reasonable legal
fees and expenses not to exceed $25,000 without the prior approval of the
Association. The Holding Company and the Association have agreed to indemnify
Trident for reasonable costs and expenses in connection with certain claims or
liabilities, including certain liabilities under the Securities Act.
In addition, directors and executive officers of the Holding Company and
the Association, may to a limited extent and subject to applicable state law,
participate in the solicitation of offers to purchase Common Stock. Other
employees of the Association may participate in the Subscription and Community
Offering in administrative capacities, providing clerical work in effecting a
sales transaction or answering questions of a potential purchaser provided that
the content of the employee's responses is limited to information contained in
the Prospectus or other offering document. Other questions of prospective
purchasers will be directed to registered representatives. Such other employees
have been instructed not to solicit offers to purchase Common Stock or provide
advice regarding the purchase of Common Stock. Sales of Common Stock by
directors, executive officers and registered representatives will be made from
the Stock Center. The Holding Company will rely on Rule 3a4-1 under the Exchange
Act, and sales of Common Stock will be conducted within the requirements of Rule
3a4-1, so as to permit officers, directors and employees to participate in the
sale of Common Stock except in some states where only registered broker-dealers
may sell. No officer, director or employee of the Holding Company or the
Association will be compensated in connection with his participation by the
payment of commissions or other remuneration based either directly or indirectly
on the transactions in the Common Stock.
STOCK PRICING AND NUMBER OF SHARES TO BE ISSUED
Federal regulations require that the aggregate Purchase Price of the
securities of a thrift institution sold in connection with its conversion must
be based on an appraised aggregate market value of the institution as converted
(i.e., taking into account the expected receipt of proceeds from the sale of the
securities in the conversion), as determined by an independent valuation.
Ferguson, which is experienced in the valuation and appraisal of business
entities, including thrift institutions involved in the conversion process, was
retained by the Association to prepare an appraisal of the estimated pro forma
market value of the Common Stock.
Ferguson will receive a fee of $22,500 for its appraisal and assistance in
preparation of the Association's business plan plus reasonable out-of-pocket
expenses. The Holding Company has agreed to indemnify Ferguson, under certain
circumstances against liabilities and expenses (including legal fees) arising
out of, related to, or based upon the Conversion.
Ferguson has prepared an appraisal of the estimated pro forma market value
of the Common Stock taking into account market conditions for initial public
offerings of thrift stocks and the formation of Holding Company as the holding
company for the Association. Ferguson's appraisal concluded that at June 13,
1996, an appropriate range for the estimated pro forma market value of the
Common Stock was from a minimum of $2,125,000 to a maximum of $2,875,000, with a
midpoint of $2,500,000. Assuming that the shares are sold at $10.00 per share in
the Conversion, the estimated number of shares to be issued in the Conversion is
expected to be between 212,500 and 287,500. The appraisal involved a comparative
evaluation of the operating and financial statistics of the Association with
those of other thrift institutions. The appraisal also took into account such
other factors as the market for thrift institution stocks generally, prevailing
economic conditions, both nationally and in Louisiana, which affect the
operations of thrift
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institutions, the competitive environment within which the Association operates
and the effect of the Association becoming a subsidiary of the Holding Company.
No detailed individual analysis of the separate components of the Holding
Company's and the Association's assets and liabilities was performed in
connection with the evaluation. The Plan of Conversion requires that all of the
shares subscribed for in the Subscription and Community Offering be sold at the
same price per share. The Board of Directors reviewed the appraisal, including
the methodology and the appropriateness of the assumptions utilized by Ferguson,
and determined that in its opinion the appraisal was not unreasonable.
No sale of the shares will take place unless, prior thereto, Ferguson
confirms to the Association, the Holding Company and the OTS that, to the best
of Ferguson's knowledge and judgment, nothing of a material nature has occurred
which would cause Ferguson to conclude that the actual aggregate Purchase Price
was incompatible with its estimate of the total pro forma market value of the
Common Stock at the time of the sale. If, however, the facts do not justify such
a statement, a new Estimated Valuation Range and price per share may be set.
Under such circumstances, the Holding Company will be required to resolicit, and
subscribers would have the right to modify or rescind their subscriptions and to
have their subscription funds returned promptly with interest and holds on funds
authorized for withdrawal from deposit accounts would be released or reduced;
provided that if the pro forma market value of the Association upon Conversion
has not decreased below $2,125,000 or increased to an amount which does not
exceed $3,306,250 (15% above the maximum of the Estimated Valuation Range), the
Holding Company and the Association do not intend to resolicit subscriptions
unless it is determined after consultation with the OTS that a resolicitation is
required.
Depending upon market and financial conditions, the number of shares issued
may be more or less than the range in number of shares shown above. A change in
the number of shares to be issued in the Conversion will not affect Subscription
Rights, which are based upon maximum dollar purchase limitations rather than
percentages of the offering. A decrease in the number of shares to be issued in
the Conversion would increase a purchaser's ownership interest and both pro
forma net income and net worth on a per share basis while decreasing these
amounts on an aggregate basis. In the event of a resolicitation, subscribers
will be afforded the opportunity to increase, decrease or maintain their
previously submitted order. In the event a new valuation range is established
by Ferguson, such new range will be subject to approval by the OTS and the
Holding Company will be required to resolicit. The Holding Company will also be
required to resolicit if the aggregate Purchase Price of Common Stock sold in
the Conversion is less than the minimum of the Estimated Valuation Range or
above 15% above the maximum of the Estimated Valuation Range.
If purchasers can not be found for an insignificant residue of unsubscribed
shares from the general public, other purchase arrangements will be made by the
Boards of Directors of the Association and the Holding Company, if possible.
Such other purchase arrangements will be subject to the approval of the OTS and
may provide for purchases by directors, officers, their associates and other
persons in excess of the limitations discussed herein. If such other purchase
arrangements cannot be made, the Subscription and Community Offering will
terminate.
In preparing its valuation of the pro forma market value of the Holding
Company Common Stock, Ferguson relied upon and assumed the accuracy and
completeness of all financial and statistical information provided by the
Association and the Holding Company. Ferguson also considered information based
upon other publicly available sources which it believes are reliable. However,
Ferguson does not guarantee the accuracy and completeness of such information
and did not independently verify the financial statements and other data
provided by the Association and the Holding Company or independently value the
assets or liabilities of the Association and the Holding Company. THE VALUATION
BY FERGUSON IS NOT INTENDED AND MUST NOT BE CONSTRUED AS A RECOMMENDATION OF ANY
KIND AS TO THE ADVISABILITY OF VOTING TO APPROVE THE CONVERSION OR OF PURCHASING
SHARES OF COMMON STOCK. MOREOVER, BECAUSE THE VALUATION IS NECESSARILY BASED
UPON ESTIMATES OF AND PROJECTIONS AS TO A NUMBER OF MATTERS (INCLUDING CERTAIN
ASSUMPTIONS AS TO EXPENSE FACTORS AFFECTING THE NET PROCEEDS FROM THE SALE OF
COMMON STOCK IN THE CONVERSION AND AS TO THE NET EARNINGS ON SUCH NET PROCEEDS),
ALL OF WHICH ARE SUBJECT TO CHANGE FROM TIME TO TIME, NO ASSURANCE CAN BE GIVEN
THAT PERSONS WHO PURCHASE SUCH SHARES IN THE CONVERSION WILL BE ABLE TO SELL
SUCH SHARES THEREAFTER AT OR ABOVE THE PURCHASE PRICE.
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METHOD OF PAYMENT FOR SUBSCRIPTIONS
Subscribers must, before the Subscription Expiration Date, or such date to
which the Subscription Expiration Date may be extended, return an original stock
order form and certification to the Association, properly completed, together
with cash, checks or money orders in an amount equal to the Purchase Price
($10.00 per share) multiplied by the number of shares for which subscription is
made. Subscriptions which are returned by mail must be received by the
Association by the Subscription Expiration Date. Payment for stock purchases
can also be accomplished through authorization on the order form of withdrawals
from accounts with the Association. Until completion or termination of the
Conversion, subscribers who elect to make payment through authorization of
withdrawal from accounts with the Association will not be permitted to reduce
the deposit balance in any such accounts below the amount required to purchase
the shares for which they subscribed. In such cases interest will continue to
be credited on deposits authorized for withdrawal until the completion of the
Conversion. Interest at the Association's current passbook rate per annum will
be paid on amounts submitted in cash, check, bank draft or money order.
Authorized withdrawals from certificate accounts for the purchase of Common
Stock will be permitted without the imposition of early withdrawal penalties or
loss of interest. However, withdrawals from certificate accounts that reduce
the balance of said accounts below the required minimum for specific interest
rate qualification will cause the cancellation of the certificate accounts, and
the remaining balance will earn interest at the Association's current passbook
rate per annum.
The beneficiaries of IRA accounts are deemed to have the same subscription
rights as other depositors. However, the IRA accounts maintained at the
Association do not permit investment in Common Stock. A depositor interested in
using his IRA funds to purchase Common Stock must do so through a self-directed
IRA account. Since the Association does not offer such accounts, it will allow
such a depositor to make a trustee to trustee transfer of the IRA on deposit at
the Association. There will be no early withdrawal or IRS penalties for such
transfers. The new trustee would hold the Common Stock in a self-directed
account in the same manner as the Association now holds the depositor's IRA
funds. An annual administrative fee might be payable to the new trustee. The
Association assumes no responsibility as to the selection of, or services
performed by, a new trustee.
Depositors interested in transferring IRA funds on deposit at the
Association to purchase Common Stock should contact the Stock Information Center
at ____________ as soon as possible so that the necessary forms may be forwarded
for execution and returned prior to the Expiration Date of the Subscription
Offering.
Stock subscriptions received by the Association may not be modified,
withdrawn or canceled by the subscriber without the consent of the Association
and, if accepted by the Association, are final. Subscriptions which are not
received by the Subscription Expiration Date or are not in compliance with the
Plan of Conversion or the stock order form instructions may be deemed void by
the Association. The Association and the Holding Company have the right to
extend the Subscription Expiration Date, unless objected to by the OTS, or to
waive or permit correction of incomplete or improperly executed stock order
forms, but does not represent that they will do so.
If Tax-Qualified Employee Plans subscribe for shares during the
Subscription Offering, such plans will not be required to pay for the shares
subscribed for at the time they subscribe, but may pay for such shares of Common
Stock subscribed for by such plans at the actual Purchase Price upon
consummation of the Conversion, provided that, in the case of the ESOP, there is
a loan commitment to lend to the ESOP the aggregate Purchase Price of the shares
for which it subscribes.
To ensure that each purchaser receives a Prospectus at least 48 hours prior
to the Subscription Expiration Date in accordance with Rule 15c2-8 under the
Exchange Act, no Prospectus will be mailed any later than five days prior to
such date or hand delivered any later than two days prior to such date.
Execution of the order form will confirm receipt or delivery in accordance with
Rule 15c2-8. Order forms will only be distributed with a Prospectus. The
Association will accept for processing only orders submitted on original order
forms. Payment by check, money order, bank draft or debit authorization to an
existing account at the Association must accompany the order form.
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RISK OF DELAYED OFFERING
In the event that all shares of the Common Stock are not sold in the
Subscription Offering and concurrent Community Offering, the Association and the
Holding Company may extend the Community Offering for a period of up to 45 days
from the date of the termination of the Subscription Offering. Further
extensions are subject to OTS approval and may be granted for successive
periods, but not beyond 24 months from the date of the Special Meeting.
A material delay in the completion of the sale of all unsubscribed shares
in the Community Offering may result in a significant increase in the costs in
completing the Conversion. Significant changes in the Association's operations
and financial condition, the aggregate market value of the shares to be issued
in the Conversion and general market conditions may occur during such material
delay. In the event the Conversion is not consummated within 24 months after the
date of the Special Meeting, the Association would charge accrued Conversion
costs to then current period operations.
APPROVAL, INTERPRETATION, AMENDMENT AND TERMINATION
All interpretations of the Plan of Conversion, as well as the completeness
and validity of order forms, will be made by the Association and the Holding
Company and will be final, subject to the authority of the OTS and the
requirements of applicable law. The Plan of Conversion provides that, if deemed
necessary or desirable by the Boards of Directors of the Association and the
Holding Company, the Plan of Conversion may be substantively amended (including
an amendment to eliminate the formation of the Holding Company as part of the
Conversion) by the Boards of Directors of the Association and the Holding
Company, as a result of comments from regulatory authorities or otherwise, at
any time but only with the concurrence of the OTS. Moreover, if the Plan of
Conversion is amended, subscriptions which have been received prior to such
amendment will not be refunded if such amendment is not material to the
transaction or otherwise required by the OTS.
In the event that a decision is made to eliminate the Holding Company as
part of the Conversion, the Holding Company will withdraw its registration
statement from the SEC and the Association will take all steps necessary to
complete the Conversion without the Holding Company, including filing any
necessary documents with the OTS. In such event, and provided there is no
regulatory action, directive or other consideration upon which basis the
Association determines not to complete the Conversion, if permitted by the OTS
the Association will issue and sell the common stock of the Association and
subscribers will be notified of the elimination of the Holding Company and
resolicited (i.e., permitted to affirm their orders, in which case they will
need affirmatively to reconfirm their subscriptions prior to the expiration of
the resolicitation offering or their funds will be promptly refunded with
interest at the Association's current passbook rate per annum; or be permitted
to modify or rescind their subscriptions) and notified of the time period within
which they must affirmatively notify the Association of their intention to
affirm, modify or rescind their subscription. In the event that a holding
company form of organization is not used, all other pertinent terms of the Plan
as described in "- Offering of Holding Company Common Stock" will apply to the
conversion of the Association from the mutual to stock form of organization and
the sale of the Association's common stock.
The Plan of Conversion will terminate if the sale of all shares is not
completed within 24 months after the date of the Special Meeting. The Plan of
Conversion may be terminated by the Board of Directors of the Association with
the concurrence of the OTS at any time. A specific resolution approved by a two-
thirds vote of the Board of Directors would be required to terminate the Plan of
Conversion prior to the end of such 24-month period. See "Risk Factors-Possible
Consequences of Amendment to Plan of Conversion."
RESTRICTIONS ON REPURCHASE OF STOCK
For a period of three years following Conversion, the Holding Company may
not repurchase any shares of its capital stock, except in the case of an offer
to repurchase on a pro rata basis made to all holders of capital stock of the
Holding Company. Any such offer shall be subject to the prior approval of the
OTS. Furthermore, the Holding Company may not repurchase any of its stock (i) if
the result thereof would be to reduce the regulatory capital of the
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Association below the amount required for the liquidation account to be
established pursuant to OTS regulations and (ii) except in compliance with the
requirements of the OTS' capital distribution rule.
The above limitations are subject to the OTS conversion rules which
generally provide that the Holding Company may repurchase its capital stock
provided (i) no repurchases occur within one year following the Conversion
(except with OTS approval), (ii) repurchases during the second and third year
after conversion are part of an open market stock repurchase program that does
not allow for a repurchase of more than 5% of the Holding Company's outstanding
capital stock during a 12-month period, (iii) the repurchases do not cause the
Association to become undercapitalized, and (iv) the Holding Company provides
notice or an application to the OTS at least 10 days prior to the commencement
of a repurchase program and the OTS does not object. In addition, the above
limitations do not preclude repurchases of capital stock by the Holding Company
as otherwise permitted by the OTS or in the event applicable federal regulatory
limitations are subsequently liberalized.
RESTRICTIONS ON TRANSFERABILITY
THE SUBSCRIPTION RIGHTS DESCRIBED IN THIS PROSPECTUS ARE NON-TRANSFERABLE
AND SHALL BE AWARDED TO ELIGIBLE PERSONS WITHOUT PAYMENT. PRIOR TO THE
COMPLETION OF THE CONVERSION, FEDERAL REGULATIONS PROHIBIT ANY PERSON FROM
TRANSFERRING OR ENTERING INTO ANY AGREEMENT OR UNDERSTANDING TO TRANSFER THE
LEGAL OR BENEFICIAL OWNERSHIP OF THE SUBSCRIPTION RIGHTS ISSUED UNDER THE PLAN
OR THE SHARES OF COMMON STOCK TO BE ISSUED UPON THEIR EXERCISE. PERSONS
VIOLATING SUCH PROHIBITION MAY LOSE THEIR RIGHT TO PURCHASE STOCK IN THE
CONVERSION AND MAY BE SUBJECT TO SANCTIONS BY THE OTS. EACH PERSON EXERCISING
SUBSCRIPTION RIGHTS WILL BE REQUIRED TO CERTIFY THAT A PURCHASE OF COMMON STOCK
IS SOLELY FOR THE PURCHASER'S OWN ACCOUNT AND THAT THERE IS NO AGREEMENT OR
UNDERSTANDING REGARDING THE SALE OR TRANSFER OF SUCH SHARES. THE ASSOCIATION AND
THE HOLDING COMPANY WILL PURSUE ANY AND ALL LEGAL AND EQUITABLE REMEDIES IN THE
EVENT THEY BECOME AWARE OF THE TRANSFER OF SUBSCRIPTION RIGHTS AND WILL NOT
HONOR ORDERS KNOWN BY THEM TO INVOLVE THE TRANSFER OF SUCH RIGHTS.
Shares purchased by directors, executive officers or their associates in
the Conversion shall be subject to the restrictions that said shares shall not
be sold during the period of one year following the date of purchase, except in
the event of the death of the stockholder or resulting from an exchange of
securities in a merger or acquisition approved by applicable regulatory
authorities, in which event such restriction shall be released. Accordingly,
stock certificates issued by the Holding Company to directors, executive
officers and associates shall bear a legend giving appropriate notice of such
restriction and, in addition, the Association and the Holding Company will give
appropriate instructions to the transfer agent for the Holding Company's Common
Stock with respect to the applicable restriction upon transfer of any restricted
shares. Any shares issued at a later date as a stock dividend, stock split or
otherwise, to holders of restricted stock, shall be subject to the same
restrictions that may apply to such restricted stock. Holding Company stock
(like the stock of most companies) is subject to the requirements of the
Securities Act. Accordingly, Holding Company stock may be offered and sold only
in compliance with such registration requirements or pursuant to an applicable
exemption from registration.
OTS regulations provide that for a period of three years following the
Conversion, without prior approval of the OTS, neither directors and officers of
the Holding Company, the Association nor their associates may purchase shares of
the Holding Company, except from a broker registered with the SEC. This
restriction does not, however, apply to negotiated transactions involving more
than one percent of the Holding Company's outstanding Common Stock or the
purchase of stock made by or held by any one or more employee stock benefit
plans which may be attributable to individual directors or officers.
Holding Company stock received in the Conversion by persons who are not
"affiliates" of the Holding Company may be resold without registration. Shares
received by affiliates of the Holding Company (primarily the directors, officers
and principal stockholders of the Holding Company) will be subject to the resale
restrictions of Rule 144 under the Securities Act, which are discussed below.
Rule 144 generally requires that there be publicly available certain information
concerning the Holding Company, and that sales thereunder be made in routine
brokerage transactions or through a market maker. If the conditions of Rule 144
are satisfied, each affiliate (or group of persons acting in concert with one or
more affiliates) is entitled to sell in the public market, without registration,
in any
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three-month period, a number of shares which does not exceed the greater of (i)
1% of the number of outstanding shares of Holding Company stock, or (ii) if the
stock is admitted to trading on a national securities exchange or reported
through the automated quotation system of a registered securities association
the average weekly reported volume of trading during the four weeks preceding
the sale.
INCOME TAX CONSEQUENCES
Consummation of the Conversion is expressly conditioned upon prior receipt
by the Association of either a ruling from the Internal Revenue Service or an
opinion of Luse Lehman Gorman Pomerenk & Schick, P.C. with respect to federal
taxation, and a ruling of the Louisiana taxation authorities or an opinion of
Darnall, Sikes, Kolder, Frederick & Rainey with respect to Louisiana taxation,
to the effect that consummation of the Conversion will not be taxable to the
converted Association or the Holding Company.
An opinion has been received from Luse Lehman Gorman Pomerenk & Schick,
P.C. with respect to the proposed Conversion of the Association to the stock
form, to the effect that (i) the Conversion will qualify as a reorganization
under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, and
no gain or loss will be recognized to the Association in either its mutual form
or its stock form by reason of the proposed Conversion, (ii) no gain or loss
will be recognized to the Association upon the receipt of money from the Holding
Company for stock of the Association; and no gain or loss will be recognized to
the Holding Company upon the receipt of money for Common Stock of the Holding
Company; (iii) the assets of the Association in either its mutual or its stock
form will have the same basis before and after the Conversion; (iv) the holding
period of the assets of the Association will include the period during which the
assets were held by the Association in its mutual form prior to conversion; (v)
no gain or loss will be recognized by the depositors of the Association upon the
issuance to them of withdrawable deposit accounts in the Association in the same
dollar amount as their deposit accounts in the Association plus an interest in
the Liquidation Account of the Association after the Conversion, as described
above in exchange for their deposit account in the Association; (vi) the basis
of the account holder's deposit accounts in the Association after the Conversion
will be the same as the basis of his or her deposit accounts in the Association
prior to the Conversion; (vii) the basis of each account holder's interest in
the Liquidation Account will be zero; (viii) the basis of the Holding Company
Common Stock to its shareholders will be the Purchase Price thereof plus, in the
case of stock acquired by account holders, the basis, if any in the Subscription
Rights and a shareholder's holding period for Holding Company Common Stock
acquired through the exercise of Subscription Rights shall begin on the date on
which the Subscription Rights are exercised; (ix) for purposes of Section 381 of
the Code, the Association will be treated as if there had been no Conversion,
accordingly, the taxable year of the Association will not end on the effective
date of the Conversion and the tax attributes of the Association in its mutual
form will be taken into account by the Association as if there had been no
reorganization; (x) the part of the taxable year of the Association before the
Conversion and the part of the taxable year of the Association in stock form
after the Conversion will constitute a single taxable year of the Association;
(xi) the Association, immediately after Conversion, will succeed to the bad debt
reserve accounts of the Association, in mutual form, and the bad debt reserves
will have the same character in the hands of the Association after Conversion as
if no distribution or transfer had occurred; and (xii) the creation of the
liquidation account will have no effect on the Association's taxable income,
deductions or addition to reserve for bad debts either in its mutual or stock
form.
The opinion from Luse Lehman Gorman Pomerenk & Schick, P.C. is based, among
other things, on certain assumptions, including the assumptions that the
exercise price of the Subscription Rights to purchase Holding Company Common
Stock will be approximately equal to the fair market value of that stock at the
time of the completion of the proposed Conversion. With respect to the
Subscription Rights, the Association will receive a letter from Ferguson (the
"Ferguson Letter") which, based on certain assumptions, will conclude that the
Subscription Rights to be received by Eligible Account Holders and other
eligible subscribers do not have any economic value at the time of distribution
or at the time the Subscription Rights are exercised, whether or not a public
offering takes place.
The Association has also received an opinion of Luse Lehman Gorman Pomerenk
& Schick, P.C. to the effect that, based in part on the Ferguson Letter: (i) no
taxable income will be realized by depositors as a result of the receipt or
exercise of non-transferable Subscription Rights to purchase shares of Holding
Company Common Stock at fair
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market value; and (ii) no taxable income will be realized by the Association or
Holding Company on the issuance of Subscription Rights to eligible subscribers
to purchase shares of Holding Company Common Stock at fair market value.
If it is subsequently established that the Subscription Rights received by
such persons have an ascertainable fair market value, then, in such event, the
Subscription Rights will be taxable to the recipient in the amount of their fair
market value. In this regard, the Subscription Rights may be taxed partially or
entirely at ordinary income tax rates.
With respect to Louisiana taxation, the Association has received an opinion
from Darnall, Sikes, Kolder, Frederick & Rainey to the effect that, assuming
the Conversion does not result in any federal taxable income, gain or loss to
the Association in its mutual or stock form, the Holding Company, the account
holders, borrowers, officers, directors and employees and Tax-Qualified Employee
Plans of the Association, the Conversion should not result in any Louisiana
income tax liability to such entities or persons.
Unlike a private letter ruling, the opinions of Luse Lehman Gorman Pomerenk
& Schick, P.C. and Darnall, Sikes, Kolder, Frederick & Rainey, as well as the
Ferguson Letter, have no binding effect or official status, and no assurance can
be given that the conclusions reached in any of those opinions would be
sustained by a court if contested by the IRS or the Louisiana tax authorities.
RESTRICTIONS ON ACQUISITIONS OF STOCK AND
RELATED TAKEOVER DEFENSIVE PROVISIONS
Although the Boards of Directors of the Association and the Holding Company
are not aware of any effort that might be made to obtain control of the Holding
Company after Conversion, the Boards of Directors, as discussed below, believe
that it is appropriate to include certain provisions as part of the Holding
Company's certificate of incorporation to protect the interests of the Holding
Company and its stockholders from takeovers which the Board of Directors of the
Holding Company might conclude are not in the best interests of the Association,
the Holding Company or the Holding Company's stockholders.
The following discussion is a general summary of the material provisions of
the Holding Company's certificate of incorporation and bylaws and certain other
regulatory provisions which may be deemed to have an "anti-takeover" effect.
The following description of certain of these provisions is necessarily general
and, with respect to provisions contained in the Holding Company's certificate
of incorporation and bylaws and the Association's proposed stock charter and
bylaws, reference should be made in each case to the document in question, each
of which is part of the Association's application to the OTS and the Holding
Company's Registration Statement filed with the SEC. See "Additional
Information."
PROVISIONS OF THE HOLDING COMPANY'S CERTIFICATE OF INCORPORATION AND BYLAWS
DIRECTORS. Certain provisions of the Holding Company's certificate of
incorporation and bylaws will impede changes in majority control of the Board of
Directors. The Holding Company's certificate of incorporation provides that the
Board of Directors of the Holding Company will be divided into three classes,
with directors in each class elected for three-year staggered terms except for
the initial directors. Thus, it would take two annual elections to replace a
majority of the Holding Company's Board. The Holding Company's certificate of
incorporation provides that the size of the Board of Directors may be increased
or decreased only by a majority vote of the Board. The certificate of
incorporation also provides that any vacancy occurring in the Board of
Directors, including a vacancy created by an increase in the number of
directors, shall be filled for the remainder of the unexpired term by a majority
vote of the directors then in office. Finally, the certificate and bylaws
impose certain notice and information requirements in connection with the
nomination by stockholders of candidates for election to the Board of Directors
or the proposal by stockholders of business to be acted upon at an annual
meeting of stockholders.
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`The certificate of incorporation provides that a director may only be
removed for cause by the affirmative vote of 80% of the shares eligible to vote.
Removal for "cause" is limited to the grounds for termination in the federal
regulations that applies to employment contracts of federally insured savings
institutions.
RESTRICTIONS ON CALL OF SPECIAL MEETINGS. The certificate of incorporation
of the Holding Company provides that a special meeting of stockholders may be
called by the Chairman of the Board of the Holding Company or pursuant to a
resolution adopted by a majority of the Board of Directors. Stockholders are not
authorized to call a special meeting.
ABSENCE OF CUMULATIVE VOTING. The Holding Company's certificate of
incorporation provides that there shall be no cumulative voting rights in the
election of directors.
AUTHORIZATION OF PREFERRED STOCK. The certificate of incorporation of the
Holding Company authorizes 100,000 shares of serial preferred stock, without par
value. The Holding Company is authorized to issue preferred stock from time to
time in one or more series subject to applicable provisions of law; and the
Board of Directors is authorized to fix the designations, and relative
preferences, limitations, voting rights, if any, including without limitation,
conversion rights of such shares (which could be multiple or as a separate
class). In the event of a proposed merger, tender offer or other attempt to
gain control of the Holding Company that the Board of Directors does not
approve, it might be possible for the Board of Directors to authorize the
issuance of a series of preferred stock with rights and preferences that would
impede the completion of such a transaction. An effect of the possible issuance
of preferred stock, therefore, may be to deter a future takeover attempt. The
Board of Directors has no present plans or understandings for the issuance of
any preferred stock but it may issue any preferred stock on terms which the
Board deems to be in the best interests of the Holding Company and its
stockholders.
LIMITATION ON VOTING RIGHTS. The certificate of incorporation of the
Holding Company provides that (I) no person shall directly or indirectly offer
to acquire or acquire the beneficial ownership of more than 10% of any class of
equity security of the Holding Company (provided that such limitation shall not
apply to the acquisition of equity securities by any one or more tax-qualified
employee stock benefit plans maintained by the Holding Company, if the plan or
plans beneficially own no more than 25% of any class of such equity security of
the Holding Company); and that (ii) shares beneficially owned in violation of
the stock ownership restriction described above shall not be entitled to vote
and shall not be voted by any person or counted as voting stock in connection
with any matter submitted to a vote of stockholders. For these purposes, a
person (including management) who has obtained the right to vote shares of the
Common Stock pursuant to revocable proxies shall not be deemed to be the
"beneficial owner" of those shares if that person is not otherwise deemed to be
a beneficial owner of those shares.
The certificate of incorporation of the Holding Company further provides
that the Board of Directors of the Holding Company, when determining to take or
refrain from taking corporate action on any matter, including making or
declining to make any recommendation to the Holding Company's stockholders, may,
in connection with the exercise of its judgment in determining what is in the
best interest of the Holding Company, the Association and the stockholders of
the Holding Company, give due consideration to all relevant factors, including,
without limitation, the social and economic effects of acceptance of such offer
on the Holding Company's customers and the Association's present and future
account holders, borrowers and employees; the effect on the communities in which
the Holding Company and the Association operate or are located; and the effect
on the ability of the Holding Company to fulfill the objectives of a savings and
loan holding company and of the Association or future subsidiaries to fulfill
the objectives of a stock savings association under applicable statutes and
regulations. The certificate of incorporation of the Holding Company also
authorize the Board of Directors to take certain actions to encourage a person
to negotiate for a change of control of the Holding Company or to oppose such a
transaction deemed undesirable by the Board of Directors including the adoption
of so-called shareholder rights plans. By having these standards and provisions
in the certificate of incorporation of the Holding Company, the Board of
Directors may be in a stronger position to oppose such a transaction if the
Board concludes that the transaction would not be in the best interest of the
Holding Company, even if the price offered is significantly greater than the
then market price of any equity security of the Holding Company.
PROCEDURES FOR CERTAIN BUSINESS COMBINATIONS. The certificate of
incorporation of the Holding Company requires that certain business combinations
between the Holding Company (or any majority-owned subsidiary thereof)
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and a 10% or greater stockholder either (I) be approved by at least 80% of the
total number of outstanding voting shares of the Holding Company or (ii) be
approved by a majority of certain directors unaffiliated with such 10% or
greater stockholder or (iii) involve consideration per share generally equal to
the higher of (A) the highest amount paid by such 10% stockholder or its
affiliates in acquiring any shares of the Common Stock or (B) the "Fair Market
Value" (generally, the highest closing bid paid on the Common Stock during the
30 days preceding the date of the announcement of the proposed business
combination or on the date the 10% or greater stockholder became such, whichever
is higher).
AMENDMENT TO CERTIFICATE OF INCORPORATION AND BYLAWS. Amendments to the
Holding Company's certificate of incorporation must be approved by the Holding
Company's Board of Directors and also by a majority of the outstanding shares of
the Holding Company's voting stock; provided, however, that approval by at least
80% of the outstanding voting stock is generally required for certain
provisions (i.e., provisions relating to number, classification, election and
removal of directors, amendment of bylaws, call of special stockholder meetings,
criteria for evaluating certain offers, offers to acquire and acquisitions of
control, director liability, certain business combinations, power of
indemnification, and amendments to provisions relating to the foregoing in the
certificate of incorporation).
The bylaws may be amended by the affirmative vote of the total number of
directors of the Holding Company or the affirmative vote of at least 80% of the
total votes eligible to be voted at a duly constituted meeting of stockholders.
PURPOSE AND TAKEOVER DEFENSIVE EFFECTS OF THE HOLDING COMPANY'S CERTIFICATE
OF INCORPORATION AND BYLAWS. The Board of Directors of the Association believes
that the provisions described above are prudent and will reduce the Holding
Company's vulnerability to takeover attempts and certain other transactions
which have not been negotiated with and approved by its Board of Directors.
These provisions will also assist the Association in the orderly deployment of
the Conversion proceeds into productive assets during the initial period after
the Conversion. The Board of Directors believes these provisions are in the best
interest of the Association and of the Holding Company and its stockholders. In
the judgment of the Board of Directors, the Holding Company's Board will be in
the best position to determine the true value of the Holding Company and to
negotiate more effectively for what may be in the best interests of its
stockholders. Accordingly, the Board of Directors believes that it is in the
best interests of the Holding Company and its stockholders to encourage
potential acquirors to negotiate directly with the Board of Directors of the
Holding Company and that these provisions will encourage such negotiations and
discourage hostile takeover attempts. It is also the view of the Board of
Directors that these provisions should not discourage persons from proposing a
merger or other transaction at prices reflective of the true value of the
Holding Company and which is in the best interests of all stockholders.
Attempts to take over financial institutions and their holding companies
have become increasingly common. Takeover attempts which have not been
negotiated with and approved by the Board of Directors present to stockholders
the risk of a takeover on terms which may be less favorable than might otherwise
be available. A transaction which is negotiated and approved by the Board of
Directors, on the other hand, can be carefully planned and undertaken at an
opportune time in order to obtain maximum value for the Holding Company and its
stockholders, with due consideration given to matters such as the management and
business of the acquiring corporation and maximum strategic development of the
Holding Company's assets.
An unsolicited takeover proposal can seriously disrupt the business and
management of a corporation and cause it great expense. Although a tender offer
or other takeover attempt may be made at a price substantially above then-
current market prices, such offers are sometimes made for less than all of the
outstanding shares of a target company. As a result, stockholders may be
presented with the alternative of partially liquidating their investment at a
time that may be disadvantageous or retaining their investment in an enterprise
which is under different management and whose objectives may not be similar to
those of the remaining stockholders. The concentration of control, which could
result from a tender offer or other takeover attempt, could also deprive the
Holding Company's remaining stockholders of the benefits of certain protective
provisions of the Exchange Act, if the number of beneficial owners becomes less
than the 300 required for Exchange Act registration.
POTENTIAL ANTI-TAKEOVER EFFECTS. Despite the belief of the Association and
the Holding Company as to the benefits to stockholders of these provisions of
the Holding Company's certificate of incorporation and bylaws, these
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provisions may also have the effect of discouraging a future takeover attempt
which would not be approved by the Holding Company's Board, but pursuant to
which stockholders may receive a substantial premium for their shares over then-
current market prices. As a result, stockholders who might desire to
participate in such a transaction may not have any opportunity to do so. Such
provisions will also render the removal of the Holding Company's Board of
Directors and of management more difficult. The Boards of Directors of the
Association and the Holding Company, however, have concluded that the potential
benefits outweigh the possible disadvantages.
Pursuant to applicable law, at any annual or special meeting of its
stockholders after the Conversion, the Holding Company may adopt additional
provisions to its certificate of incorporation regarding the acquisition of its
equity securities that would be permitted to a Delaware corporation. The
Holding Company and the Association do not presently intend to propose the
adoption of further restrictions on the acquisition of the Holding Company's
equity securities.
OTHER RESTRICTIONS ON ACQUISITIONS OF STOCK
DELAWARE ANTI-TAKEOVER STATUTE. The State of Delaware has enacted
legislation which provides that subject to certain exceptions a publicly held
Delaware corporation may not engage in any business combination with an
"interested stockholder" for three years after such stockholder became an
interested stockholder, unless, among other things, the interested stockholder
acquired at least 85% of the corporation's voting stock in the transaction that
resulted in the stockholder becoming an interested stockholder. This legislation
generally defines "interested stockholder" as any person or entity that owns 15%
or more of the corporation's voting stock. The term "business combination" is
defined broadly to cover a wide range of corporate transactions, including
mergers, sales of assets, issuances of stock, transactions with subsidiaries and
the receipt of disproportionate financial benefits. Under certain circumstances,
either the board of directors or both the board and two-thirds of the
stockholders other than the acquiror may approve a given business combination
and thereby exempt the corporation from the operation of the statute.
However, these statutory provisions do not apply to Delaware corporations
with fewer than 2,000 stockholders or which do not have voting stock listed on a
national exchange or listed for quotation with a registered national securities
association.
FEDERAL REGULATION. A federal regulation prohibits any person prior to the
completion of a conversion from transferring, or entering into any agreement or
understanding to transfer, the legal or beneficial ownership of the Subscription
Rights issued under a plan of conversion or the stock to be issued upon their
exercise. This regulation also prohibits any person prior to the completion of
a conversion from offering, or making an announcement of an offer or intent to
make an offer, to purchase such Subscription Rights or stock. For three years
following conversion, this regulation prohibits any person, without the prior
approval of the OTS, from acquiring or making an offer (if opposed by the
institution) to acquire more than 10% of the stock of any converted savings
institution if such person is, or after consummation of such acquisition would
be, the beneficial owner of more than 10% of such stock. In the event that any
person, directly or indirectly, violates this regulation, the securities
beneficially owned by such person in excess of 10% shall not be counted as
shares entitled to vote and shall not be voted by any person or counted as
voting shares in connection with any matter submitted to a vote of stockholders.
Federal law provides that no company "directly or indirectly or acting in
concert with one or more persons, or through one or more subsidiaries, or
through one or more transactions," may acquire "control" of a savings
association at any time without the prior approval of the OTS. "Acting in
concert" is defined very broadly. In addition, federal regulations require
that, prior to obtaining control of a savings association, a person, other than
a company, must give 60 days' prior notice to the OTS and have received no OTS
objection to such acquisition of control. Any company that acquires such
control becomes a "savings and loan holding company" subject to registration,
examination and regulation as a savings and loan holding company. Under federal
law (as well as the regulations referred to below) the term "savings
association" includes state and federally chartered SAIF-insured institutions
and federally chartered savings banks whose accounts are insured by the FDIC's
BIF and holding companies thereof.
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Control, as defined under federal law, means ownership, control of or holding
irrevocable proxies representing more than 25% of any class of voting stock,
control in any manner of the election of a majority of the savings association's
directors, or a determination by the OTS that the acquiror has the power to
direct, or directly or indirectly to exercise a controlling influence over, the
management or policies of the institution. Acquisition of more than 10% of any
class of a savings association's voting stock, if the acquiror also is subject
to any one of eight "control factors," constitutes a rebuttable determination of
control under the regulations. Such control factors include the acquiror being
one of the two largest stockholders. The determination of control may be
rebutted by submission to the OTS, prior to the acquisition of stock or the
occurrence of any other circumstances giving rise to such determination, of a
statement setting forth facts and circumstances which would support a finding
that no control relationship will exist and containing certain undertakings.
The regulations provide that persons or companies which acquire beneficial
ownership exceeding 10% or more of any class of a savings association's stock
must file with the OTS a certification that the holder is not in control of such
institution, is not subject to a rebuttable determination of control and will
take no action which would result in a determination or rebuttable determination
of control without prior notice to or approval of the OTS, as applicable.
DESCRIPTION OF CAPITAL STOCK
HOLDING COMPANY CAPITAL STOCK. The 1,000,000 shares of capital stock authorized
by the Holding Company certificate of incorporation are divided into two
classes, consisting of 900,000 shares of Common Stock ($.01 par value) and
100,000 shares of serial preferred stock ($.01 par value). The Holding Company
currently expects to issue between 238,000 and 322,000 shares of Common Stock in
the Conversion. The aggregate stated value of the issued shares will constitute
the capital account of the Holding Company on a consolidated basis. The balance
of the Purchase Price of Common Stock, less expenses of Conversion, will be
reflected as paid-in capital on a consolidated basis. See "Capitalization." Upon
payment of the Purchase Price for the Common Stock, in accordance with the Plan,
all such stock will be duly authorized, fully paid, validly issued and
nonassessable.
Each share of the Common Stock will have the same relative rights and will
be identical in all respects with each other share of the Common Stock. The
Common Stock of the Holding Company will represent non-withdrawable capital,
will not be of an insurable type and will not be insured by the FDIC.
Under Delaware law, the holders of the Common Stock will possess exclusive
voting power in the Holding Company. Each stockholder will be entitled to one
vote for each share held on all matters voted upon by stockholders, subject to
the limitation discussed under "Restrictions on Acquisitions of Stock and
Related Takeover Defensive Provisions - Provisions of the Holding Company's
Certificate of Incorporation and Bylaws - Limitation on Voting Rights." If the
Holding Company issues preferred stock subsequent to the Conversion, holders of
the preferred stock may also possess voting powers.
LIQUIDATION OR DISSOLUTION. In the unlikely event of the liquidation or
dissolution of the Holding Company, the holders of the Common Stock will be
entitled to receive -- after payment or provision for payment of all debts and
liabilities of the Holding Company (including all deposits in the Association
and accrued interest thereon) and after distribution of the liquidation account
established upon Conversion for the benefit of Eligible Account Holders and
Supplemental Eligible Account Holders who continue their deposit accounts at the
Association -- all assets of the Holding Company available for distribution, in
cash or in kind. See "The Conversion - Effects of Conversion to Stock Form on
Depositors and Borrowers of the Association." If preferred stock is issued
subsequent to the Conversion, the holders thereof may have a priority over the
holders of Common Stock in the event of liquidation or dissolution.
NO PREEMPTIVE RIGHTS. Holders of the Common Stock will not be entitled to
preemptive rights with respect to any shares which may be issued. The Common
Stock will not be subject to call for redemption, and, upon receipt by the
Holding Company of the full purchase price therefor, each share of the Common
Stock will be fully paid and nonassessable.
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PREFERRED STOCK. After Conversion, the Board of Directors of the Holding
Company will be authorized to issue preferred stock in series and to fix and
state the voting powers, designations, preferences and relative, participating,
optional or other special rights of the shares of each such series and the
qualifications, limitations and restrictions thereof. Preferred stock may rank
prior to the Common Stock as to dividend rights, liquidation preferences, or
both, and may have full or limited voting rights. The holders of preferred
stock will be entitled to vote as a separate class or series under certain
circumstances, regardless of any other voting rights which such holders may
have.
Except as discussed herein, the Holding Company has no present plans for
the issuance of the additional authorized shares of Common Stock or for the
issuance of any shares of preferred stock. In the future, the authorized but
unissued and unreserved shares of Common Stock will be available for general
corporate purposes including but not limited to possible issuance as stock
dividends or stock splits, in future mergers or acquisitions, under a cash
dividend reinvestment and stock purchase plan, in a future underwritten or other
public offering or under an employee stock ownership plan, stock option or
restricted stock plan. The authorized but unissued shares of preferred stock
will similarly be available for issuance in future mergers or acquisitions, in a
future underwritten public offering or private placement or for other general
corporate purposes. Except as described above or as otherwise required to
approve the transaction in which the additional authorized shares of Common
Stock or authorized shares of preferred stock would be issued, no stockholder
approval will be required for the issuance of these shares. Accordingly, the
Board of Directors of the Holding Company, without stockholder approval, can
issue preferred stock with voting and conversion rights which could adversely
affect the voting power of the holders of Common Stock.
RESTRICTIONS ON ACQUISITIONS. See "Restrictions on Acquisitions of Stock
and Related Takeover Defensive Provisions" for a description of certain
provisions of the Holding Company's certificate of incorporation and bylaws
which may affect the ability of the Holding Company's stockholders to
participate in certain transactions relating to acquisitions of control of the
Holding Company.
DIVIDENDS. Upon consummation of the formation of the Holding Company, the
Holding Company's only asset will be the Association's Common Stock. Although
it is anticipated that the Holding Company will retain approximately 50% of the
net proceeds in the Conversion, dividends from the Association will be an
important source of income for the Holding Company. Should the Association
elect to retain its income, the ability of the Holding Company to pay dividends
to its own shareholders may be adversely affected. Furthermore, if at any time
in the future the Holding Company owns less than 80% of the outstanding stock of
the Association, certain tax benefits under the Code as to inter-company
distributions will not be fully available to the Holding Company and it will be
required to pay federal income tax on a portion of the dividends received from
the Association, thereby reducing the amount of income available for
distribution to the shareholders of the Holding Company. For further
information concerning the ability of the Association to pay dividends to the
Holding Company, see "Dividends."
LEGAL AND TAX MATTERS
The legality of the Common Stock and the federal income tax consequences of
the Conversion will be passed upon for the Association and the Holding Company
by the firm of Luse Lehman Gorman Pomerenk & Schick, P.C., Washington, D.C.
20015. The Louisiana state income tax consequences of the Conversion will be
passed upon for the Association and the Holding Company by Darnall, Sikes,
Kolder, Frederick & Rainey. Luse Lehman Gorman Pomerenk & Schick, P.C. and
Darnall, Sikes, Kolder, Frederick & Rainey have consented to the references
herein to their opinions. Certain legal matters regarding the Conversion will be
passed upon for Trident by Elias, Matz, Tiernan & Herrick, L.L.P., Washington,
D.C.
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EXPERTS
The Financial Statements of the Association as of December 31, 1995 and
1994, and for each of the years in the two-year period ended December 31, 1995
have been included in this Prospectus in reliance on the report of Darnall,
Sikes, Kolder, Frederick & Rainey, certified public accountants, appearing
elsewhere herein, and upon the authority of that firm as experts in accounting
and auditing.
Ferguson has consented to the inclusion herein of the summary of its letter
to the Association setting forth its opinion as to the estimated pro forma
market value of the Association as converted and to the reference to its opinion
that Subscription Rights received by Eligible Account Holders and other eligible
subscribers do not have any economic value.
ADDITIONAL INFORMATION
The Holding Company has filed with the SEC a registration statement under
the Securities Act, with respect to the Common Stock offered hereby. As
permitted by the rules and regulations of the SEC, this Prospectus does not
contain all the information set forth in the registration statement. Such
information can be examined without charge at the public reference facilities of
the SEC located at 450 Fifth Street, NW, Washington, D.C. 20549, and copies of
such material can be obtained from the SEC at prescribed rates. The statements
contained herein as to the contents of any contract or other document filed as
an exhibit to the registration statement are, of necessity, brief descriptions
thereof and are not necessarily complete but do contain all material information
regarding such documents; each such statement is qualified by reference to such
contract or document.
The Association has filed an Application for Conversion with the OTS with
respect to the Conversion. Pursuant to the rules and regulations of the OTS,
this Prospectus omits certain information contained in that Application. The
Application may be examined at the principal offices of the OTS, 1700 G Street,
N.W., Washington, D.C. 20552 and at the Midwest Regional Office of the OTS
located at 122 W. John Carpenter Freeway, Suite 600, Irving, Texas 75039.
In connection with the Conversion, the Holding Company will register the
Common Stock with the SEC under Section 12(g) of the Exchange Act; and, upon
such registration, the Holding Company and the holders of its Common Stock will
become subject to the proxy solicitation rules, reporting requirements and
restrictions on stock purchases and sales by directors, officers and greater
than 10% stockholders, the annual and periodic reporting and certain other
requirements of the Exchange Act. Under the Plan, the Holding Company has
undertaken that it will not terminate such registration for a period of at least
three years following the Conversion.
A copy of the certificate of incorporation and bylaws of the Holding
Company are available without charge from the Association.
99
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
OAKDALE, LOUISIANA
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Auditors................................................... F-2
Statements of Financial Condition as of March 31, 1996 (unaudited)
and December 31, 1995 and 1994................................................. F-3
Statements of Income for the three months ended March 31, 1996
and 1995 (unaudited) and the years ended December 31, 1995 and 1994............ 29
Statements of Changes in Retained Earnings for the three months ended
March 31, 1996 (unaudited) and for the years ended December 31, 1995 and 1994.. F-4
Statements of Cash Flows for the three months ended March 31, 1996 and 1995
(unaudited) and for the years ended December 31, 1995 and 1994................. F-5
Notes to Financial Statements.................................................... F-7
</TABLE>
######
All financial statements of First Allen Parish Bancorp, Inc. have been omitted
because First Allen Parish Bancorp, Inc. has not yet issued any stock, has no
assets and liabilities and has not conducted any business other than of an
organizational nature.
All schedules are omitted as the required information is not applicable or
because the required information is included in the financial statements or
related notes.
F-1
<PAGE>
[LETTERHEAD OF DARNALL, SIKES, KOLDER, FREDERICK & RAINEY]
INDEPENDENT AUDITOR'S REPORT
The Board of Directors
First Federal Savings and Loan Association
of Allen Parish
Oakdale, Louisiana
We have audited the accompanying statements of financial condition of First
Federal Savings and Loan Association of Allen Parish as of December 31, 1995 and
1994, and the related statements of income, retained earnings and cash flows for
the years then ended. These financial statements are the responsibility of the
Association's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of First Federal Savings and
Loan Association of Allen Parish as of December 31, 1995 and 1994, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
/s/ Danall Sikes Kolder Frederick & Rainey
Lafayette, Louisiana
January 18, 1996
F-2
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Statements of Financial Condition
<TABLE>
<CAPTION>
March 31, 1996 December 31,
------------------------
(Unaudited) 1995 1994
-------------- ----------- -----------
ASSETS
<S> <C> <C> <C>
Cash and cash equivalents
Interest-bearing $ 1,788,680 $ 1,040,626 $ 1,092,568
Non-interest bearing 437,770 321,969 299,615
Mortgage-backed and related securities -
held-to-maturity (estimated market value of $12,293,707,
$12,393,239 and $9,846,183) 12,397,874 12,433,279 10,383,140
Mortgage-backed and related securities - available-for-sale,
estimated market value 2,797,597 2,958,167 2,873,642
Loans receivable, net 11,305,909 11,230,728 11,466,294
Accrued interest receivable 191,010 198,584 159,336
Other receivables 37,340 47,120 -
Foreclosed real estate, net of allowance for losses
of $25,807, $25,807 and $25,807 38,568 38,568 44,767
Federal Home Loan Bank stock, at cost 259,200 259,600 247,500
Premises and equipment, at cost, less accumulated
depreciation 303,921 309,796 291,045
Other assets 47,514 19,677 58,305
----------- ----------- -----------
Total assets $29,605,383 $28,858,114 $26,916,212
=========== =========== ===========
LIABILITIES AND RETAINED EARNINGS
Deposits $27,283,396 $26,582,879 $24,523,182
Advances from Federal Home Loan Bank - - 500,000
Advances by borrowers for taxes and insurance 31,085 43,033 37,318
Federal income taxes:
Current 15,314 - 54,649
Deferred 127,174 116,982 75,612
Accrued expenses and other liabilities 31,097 41,462 32,999
Deferred income 14,261 15,172 23,151
---------- ----------- -----------
Total liabilities 27,502,327 26,799,528 25,246,911
Retained earnings (substantially restricted) 2,113,937 2,063,367 1,772,871
Unrealized loss on mortgage-backed and related
securities held available-for-sale, net of
tax benefit of $5,606, $2,459 and $53,354 (10,881) (4,781) (103,570)
----------- ----------- -----------
Total liabilities and retained earnings $29,605,383 $28,858,114 $26,916,212
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
F-3
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Statements of Changes in Retained Earnings
<TABLE>
<CAPTION>
Unrealized loss on
Retained Mortgage-Backed and
Earnings Related Securities
Substantially Available-for-Sale,
Restricted Net of Tax Benefit
------------- -------------------
<S> <C> <C>
Balance, December 31, 1993 $1,530,993 $ (359)
Net income, as restated for the year ended
December 31, 1994 241,878 -
Change in unrealized loss on securities
available-for-sale (net of tax benefit
of $53,169) - (103,211)
---------- ---------
Balance, December 31, 1994 1,772,871 (103,570)
Net income, as restated for the year ended
December 31, 1995 290,496 -
Change in unrealized loss on securities
available-for-sale (net of tax benefit
of $50,895) - 98,789
---------- ---------
Balance, December 31, 1995 2,063,367 (4,781)
Net income for three months ended March
31, 1996 (unaudited) 50,570 -
Change in unrealized loss on securities
available-for-sale (net of tax benefit
of $3,147) (unaudited) - (6,100)
---------- ---------
Balance, March 31, 1996 (unaudited) $2,113,937 $ (10,881)
========== =========
</TABLE>
The accompanying notes are an integral part of this statement.
F-4
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Statements of Cash Flows
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995 Years Ended December 31,
--------------------------
(Unaudited) (Unaudited) 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 50,570 $ 67,245 $ 290,496 $ 241,878
---------- ---------- ----------- -----------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation of premises and equipment 12,358 9,850 32,775 29,866
Provision for loan losses (9,461) (7,879) (21,020) 2,332
Provision for losses on real estate owned - - - 6,000
Loss (gain) on sale of foreclosed real estate (86) (1,252) (6,467) 1,986
Premium amortization net of discount accretion 2,785 11,690 36,945 61,512
Deferred income taxes 10,192 10,078 41,370 26,201
Stock dividend on FHLB stock (3,800) 400 (12,100) (11,300)
Changes in assets and liabilities -
(Increase) decrease in accrued interest
receivable 7,574 (7,888) (39,248) (3,711)
(Increase) decrease in prepaid assets (24,693) (24,517) (12,264) 7,917
Increase (decrease) in accrued expenses
and other liabilities (10,365) (11,507) 8,463 2,728
Increase (decrease) in current income
taxes payable 15,314 (27,356) (54,649) 54,649
(Increase) decrease in deferred income (911) 303 (7,979) (18,901)
---------- ---------- ----------- -----------
Total adjustments (1,093) (48,078) (34,174) 159,279
---------- ---------- ----------- -----------
Net cash provided by operating activities 49,477 19,167 256,322 401,157
---------- ---------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Principal repayment of mortgage-backed and related
securities - held-to-maturity 376,328 221,065 1,168,081 1,812,918
Principal repayments of mortgage-backed and related
securities - available-for-sale 152,427 305,999 990,909 934,845
Purchase of mortgage-backed and related
securities - held-to-maturity (343,181) (174,627) (3,244,087) (2,255,515)
Purchase of mortgage-backed and related
securities - available-for-sale - (606,929) (979,459) -
Net decrease (increase) in loans made to customers (54,797) (102,663) 262,428 (504,543)
Proceeds from sale of foreclosed real estate 100 7,300 7,300 91,300
Purchase of property and equipment (3,068) - (51,524) (46,569)
---------- ---------- ----------- -----------
Net cash provided (used) by investing
activities 127,809 (349,855) (1,846,352) 32,436
---------- ---------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in demand deposits,
NOW accounts, passbook savings accounts, and
certificates of deposits 698,517 1,762,223 2,054,727 (1,001,485)
Increase (decrease) in advances from FHLB - (500,000) (500,000) 500,000
Net increase (decrease) in advances by borrowers
for taxes and insurance (11,948) 3,170 5,715 (622)
---------- ---------- ----------- -----------
Net cash provided (used) by financing
activities 686,569 1,265,393 1,560,442 (502,107)
---------- ---------- ----------- -----------
Net increase (decrease) in cash and
cash equivalents 863,855 934,705 (29,588) (68,514)
CASH AND CASH EQUIVALENTS, beginning of period 1,362,595 1,392,183 1,392,183 1,460,697
---------- ---------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of period $2,226,450 $2,326,888 $ 1,362,595 $ 1,392,183
========== ========== =========== ===========
</TABLE>
F-5
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Statements of Cash Flows
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995 Years Ended December 31,
--------------------------
(Unaudited) (Unaudited) 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Supplemental Disclosures
- ------------------------
Cash paid for:
Interest on deposits, advances, and other
borrowings $297,277 $227,757 $ 1,081,451 $ 793,086
Income taxes - - 109,173 111,249
Transfers from loans to real estate acquired through
foreclosure - - - 35,480
Proceeds from sales of foreclosed real estate
financed through loans - - - 44,000
Total (increase) decrease in unrealized loss on
mortgage-backed and related securities
available-for-sale, net of tax benefit of $3,147,
$33,996, $50,895 and $53,169 (6,100) (65,993) 98,789 (103,211)
</TABLE>
The accompanying notes are an integral part of this statement.
F-6
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements
(1) Summary of Significant Accounting Policies
------------------------------------------
The accounting and reporting policies of First Federal Savings and
Loan Association of Allen Parish (the Association) and the methods of
applying those policies conform with generally accepted accounting
principles. The accounting and reporting policies and the methods of
applying those policies which significantly affect the determination of
financial position, results of operations, and cash flows are summarized
below:
A. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents consist of cash and interest-bearing
deposits due from other institutions. For purposes of the statements
of cash flows, the Association considers all of these highly liquid
financial instruments with original maturities, when purchased of
three months or less to be cash equivalents.
Cash and cash equivalents at March 31 and December 31 include the
following:
<TABLE>
<CAPTION>
March 31, 1996 December 31,
------------------------
(Unaudited) 1995 1994
-------------- ------------ ----------
<S> <C> <C> <C>
Interest-bearing deposits
in other institutions $1,788,680 $1,040,626 $1,092,568
Cash 437,770 321,969 299,615
---------- ---------- ----------
Total $2,226,450 $1,362,595 $1,392,183
========== ========== ==========
</TABLE>
B. Mortgage-Backed and Related Securities
--------------------------------------
The Association has adopted Statement of Financial Accounting
Standards No. 115 as of December 31, 1994, regarding classification of
all debt securities and certain equity securities.
Mortgage-backed and related securities that management has the
ability and intent to hold to maturity are classified as held-to-
maturity and carried at cost, adjusted for amortization of premium and
accretion of discounts using methods approximating the interest
method. Other mortgage-backed and related securities are classified as
available-for-sale and are carried at fair value. Unrealized holding
gains and losses, net of tax, on securities available-for-sale are
recognized as direct increases or decreases in retained earnings until
realized.
F-7
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
At December 31, 1995, the Association had no outstanding
commitments to sell loans or securities. Should any be sold, gains and
losses are recognized based on the specific identification method. All
sales are made without recourse. Gross unrealized losses in the held-
to-maturity portfolio and in the available-for-sale portfolio are as
follows:
<TABLE>
<CAPTION>
March 31, 1996 December 31,
------------------------------
(Unaudited) 1995 1994
Gross Gross Gross
Unrealized Unrealized Unrealized
Gain (Loss) Gain (Loss) Gain (Loss)
------------- ----------- -----------
<S> <C> <C> <C>
Held-to-maturity
securities $ (104,167) $ (40,040) $ (536,957)
Available-for-sale
securities (16,487) (7,240) (156,924)
</TABLE>
C. Loans Receivable
----------------
Loans receivable are stated at unpaid principal balances, less
the allowance for loan losses, and net deferred loan origination fees
and discounts.
Discounts on consumer loans are recognized over the lives of the
loans using methods that approximate the interest method.
The allowance for loan losses is increased by charges to income
and decreased by charge-offs (net of recoveries). Management's
periodic evaluation of the adequacy of the allowance is based on the
Association's past loan loss experience, known and inherent risks in
the portfolio, adverse situations that may affect the borrower's
ability to repay, estimated value of any underlying collateral, and
current economic conditions.
Uncollectible interest on loans that are contractually past due
is charged off or an allowance is established based on management's
periodic evaluation. The allowance is established by a charge to
interest income equal to all interest previously accrued, and income
is subsequently recognized only to the extent cash payments are
received until, in management's judgment, the borrower's ability to
make periodic interest and principal payments is back to normal, in
which case the loan is returned to accrual status.
F-8
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
D. Loan Origination Fees, Commitment Fees and Related Costs
--------------------------------------------------------
FASB Statement No. 91, Accounting for Non-refundable Fees and
--------------------------------------
Costs Associated with Originating or Acquiring Loans and Initial
----------------------------------------------------------------
Direct Costs of Leases, states that loan fees and certain direct
----------------------
loan origination costs are normally deferred and the net fee or cost
is recognized as an adjustment to interest income using a method which
does not differ materially from the interest method, over the
contractual life of the loans, adjusted for estimated prepayments
based on the Association's historical prepayment experience.
Commitment fees and costs relating to commitments whose likelihood of
exercise is remote should be recognized over the commitment period on
a straight-line basis. If the commitment is subsequently exercised
during the commitment period, the remaining unamortized commitment fee
at the time of exercise should be recognized over the life of the loan
as an adjustment of yield. Loan fees and certain direct loan
origination costs are not deferred at First Federal Savings and Loan
Association of Allen Parish, however, due to immateriality. These fees
are recognized in the period collected. The Association does not
charge commitment fees.
E. Foreclosed Real Estate
----------------------
Real estate properties acquired through, or in lieu of loan
foreclosures are initially recorded at the lower of cost or fair value
minus estimated costs to sell at the date of foreclosure. Costs
relating to development and improvement of property are capitalized,
whereas costs relating to the holding of property are expensed.
Valuations are periodically performed by management, and an
allowance for losses is established by a charge to operations if the
carrying value of a property exceeds its estimated net realizable
value.
F. Federal Home Loan Bank Stock
----------------------------
Investment securities, consisting of stock in Federal Home Loan
Bank, are carried at the lower of cost or estimated market value. If a
sale is made, gains and losses on the sale of investment securities
are determined using the specific identification method.
F-9
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
G. Income Taxes
------------
Provisions for income taxes are based on taxes payable for the
current year and include deferred income taxes on temporary
differences in the recognition of income and expenses for tax and
financial statement purposes, primarily from preparing tax returns on
the cash basis of accounting and preparing the financial statements on
the accrual basis. Deferred taxes are computed utilizing the method
prescribed in FASB Statement 109, Accounting for Income Taxes.
---------------------------
H. Retirement Plan
---------------
Full time employees are eligible to participate in a contributory
profit sharing plan. Annual contributions, determined as a percentage
of eligible employee's salaries, are charged to expense.
I. Premises and Equipment
----------------------
Land is carried at cost. Buildings, furniture, fixtures, and
equipment are carried at cost, less accumulated depreciation.
Maintenance, repairs, and minor renewals are expensed as incurred.
Property retired or sold, and the accumulated depreciation is removed
from the accounts in the year of sale or retirement. Gains or losses
on disposition are taken into income.
The Association computes depreciation by use of the straight-line
method over the following estimated useful lives:
<TABLE>
<S> <C>
Buildings 40 years
Furniture and fixtures 7-10 years
Automobiles 5 years
</TABLE>
For income tax purposes, depreciation of assets acquired prior to
January 1, 1981 is calculated on the straight-line method, and
depreciation of assets acquired after December 31, 1980 is calculated
using the Accelerated Cost Recovery System (ACRS) and Modified
Accelerated Cost Recovery System (MACRS) of the Internal Revenue
Service. Provision is made for deferred income taxes applicable to the
difference in depreciation charges.
F-10
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
J. Deferred Income
---------------
Interest on loans collected in advance is deferred and is
recognized to interest income over the contractual life of the loans.
Profits from repossessed real estate sale transactions for which the
proceeds were financed by the Association are deferred and recognized
to income based upon the amount, composition, and source of the down
payment made by the buyer and periodic cash payments by the buyer.
K. New Accounting Pronouncements Not Yet Adopted
---------------------------------------------
In March 1995, the FASB issued SFAS 121 Accounting for the
------------------
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
----------------------------------------------------------------
Disposed Of. SFAS 121 is effective for fiscal years beginning after
-----------
December 15, 1995. The statement requires a company to assess whether
an asset (or group of assets) that will continue to be used is
impaired and whether an adjustment to the carrying value is required.
Certain events, such as a significant decrease in the asset's market
value, a physical change in the asset or the way the asset is used,
among others, are indicators that impairment may exist. If an asset is
determined to be impaired, and the estimated cash flows from the asset
are less than the carrying value of the asset, then fair market value
is calculated, and the carrying value is adjusted if it is less than
the fair market value. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less cost to sell. While
the Association has not yet adopted SFAS 121, such adoption is not
expected to have a material effect upon the Association's financial
condition or results of operations.
In May 1995, the FASB issued SFAS 122, Accounting for Mortgage
-----------------------
Servicing Rights. SFAS 122 is effective for fiscal years beginning
----------------
after December 15, 1995. SFAS 122 requires capitalization of servicing
rights for both purchased loans and in-house originations. Prior to
the issuance of this statement, only servicing rights associated with
purchased loans were capitalized. When a financial institution sells a
loan and retains the servicing rights, SFAS 122 requires that the
total cost of the loan (including loan fees and origination costs) be
allocated between the loan and the mortgage servicing rights based on
their relative fair values. The cost of the mortgage servicing rights
is recognized as a separate asset and amortized in proportion to the
estimated net servicing income. If it is not practical to estimate
fair values, the loan cost is allocated entirely to the loan. The
F-11
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
Association does not currently sell loans, however, if it chooses to
sell loans in the future, the adoption of SFAS 122 is not expected to
have a material effect upon the Association's financial condition or
results of operation.
L. Reclassified Items
------------------
Certain items of the prior years have been reclassified in order
to conform to current presentation.
(2) Federal Home Loan Bank Stock
----------------------------
The carrying values and estimated market values of the Federal
Home Loan Bank stock at March 31 and December 31 are summarized as
follows:
<TABLE>
<CAPTION>
March 31, 1996 December 31,
---------------------------------------
(Unaudited) 1995 1994
----------------------------- ------------------- ------------------
Estimated Estimated Estimated
Carrying Market Carrying Market Carrying Market
Value Value Value Value Value Value
--------------- ------------ --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Equity securities:
Stock in Federal Home Loan Bank, at cost $ 259,200 $ 259,200 $ 259,600 $ 259,600 $ 247,500 $ 247,500
========= ========= ========= ========= ========= =========
</TABLE>
There were no sales of Federal Home Loan Bank stock in 1995 or 1994;
however, $4,100 (unaudited) of stock was redeemed in the three months ended
March 31, 1996 and $4,100 was redeemed in the year ended December 31, 1995
at original cost.
F-12
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
(3) Mortgage-Backed and Related Securities
--------------------------------------
The carrying values and estimated market values of mortgage-backed and
related securities at March 31 and December 31 are summarized as follows:
<TABLE>
<CAPTION>
Held-to-Maturity Securities March 31, 1996 (Unaudited)
----------------------------------------------------------------
Net
Unamortized
Premium Gross Estimated
Principal (Unearned Carrying Unrealized Market
Balance Discounts) Value Gain (Loss) Value
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
GNMA
certificates $ 401,737 $ (203) $ 401,534 $ (838) $ 400,696
FHLMC
certificates 4,373,483 (1,020) 4,372,463 6,111 4,378,574
FNMA
certificates 7,450,781 86,027 7,536,808 (102,503) 7,434,305
Collateralized
mortgage
obligations 80,738 6,331 87,069 (6,937) 80,132
----------- ------- ----------- --------- -----------
$12,306,739 $91,135 $12,397,874 $(104,167) $12,293,707
=========== ======= =========== ========= ===========
<CAPTION>
Available-for-Sale Securities March 31, 1996 (Unaudited)
----------------------------------------------------------
Net
Unamortized
Premium Gross Estimated
Principal (Unearned Carrying Unrealized Market
Balance Discounts) Value Gain (Loss) Value
----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
GNMA
certificates $ 580,751 $13,024 $ 593,775 $ (9,231) $ 584,544
FHLMC
certificates 779,009 2,827 781,836 (127) 781,709
FNMA
certificates 1,428,869 9,604 1,438,473 (7,129) 1,431,344
---------- ------- ---------- -------- ----------
$2,788,629 $25,455 $2,814,084 $(16,487) $2,797,597
========== ======= ========== ======== ==========
</TABLE>
F-13
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
<TABLE>
<CAPTION>
Held-to-Maturity Securities December 31, 1995
----------------------------------------------------------------
Net
Unamortized
Premium Gross Estimated
Principal (Unearned Carrying Unrealized Market
Balance Discounts) Value Gain (Loss) Value
----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
GNMA
certificates $ 418,052 $ (581) $ 417,471 $ 1,887 $ 419,358
FHLMC
certificates 4,498,102 (1,915) 4,496,187 36,458 4,532,645
FNMA
certificates 7,337,799 89,590 7,427,389 (72,935) 7,354,454
Collateralized
mortgage
obligations 85,525 6,707 92,232 (5,450) 86,782
----------- ------- ----------- -------- -----------
$12,339,478 $93,801 $12,433,279 $(40,040) $12,393,239
=========== ======= =========== ======== ===========
<CAPTION>
Available-for-Sale Securities March 31, 1996 (Unaudited)
----------------------------------------------------------------
Net
Unamortized
Premium Gross Estimated
Principal (Unearned Carrying Unrealized Market
Balance Discounts) Value Gain (Loss) Value
----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
GNMA
certificates $ 594,133 $13,332 $ 607,465 $(8,854) $ 598,611
FHLMC
certificates 827,686 2,741 830,427 3,791 834,218
FNMA
certificates 1,519,237 8,278 1,527,515 (2,177) 1,525,338
---------- ------- ---------- ------- ----------
$2,941,056 $24,351 $2,965,407 $(7,240) $2,958,167
========== ======= ========== ======= ==========
</TABLE>
F-14
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
<TABLE>
<CAPTION>
Held-to-Maturity Securities December 31, 1994
----------------------------------------------------------------
Net
Unamortized
Premium Gross Estimated
Principal (Unearned Carrying Unrealized Market
Balance Discounts) Value Losses Value
----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
GNMA
certificates $ 325,160 $ 940 $ 326,100 $ 11,951 $ 314,149
FHLMC
certificates 3,423,907 51,694 3,475,601 159,987 3,315,614
FNMA
certificates 6,355,147 111,159 6,466,306 348,170 6,118,136
Collateralized
mortgage
obligations 106,761 8,372 115,133 16,849 98,284
----------- --------- ------------ ----------- -----------
$10,210,975 $ 172,165 $10,383,140 $ 536,957 $ 9,846,183
=========== ========= =========== ========== ===========
<CAPTION>
Available-for-Sale Securities December 31, 1994
----------------------------------------------------------------
Net
Unamortized
Premium Gross Estimated
Principal (Unearned Carrying Unrealized Market
Balance Discounts) Value Losses Value
------------ ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
GNMA
certificates $ 556,878 $ 14,954 $ 571,832 $ 45,942 $ 525,890
FHLMC
certificates 1,198,296 29,445 1,227,741 51,319 1,176,422
FNMA
certificates 1,198,332 32,661 1,230,993 59,663 1,171,330
----------- -------- ----------- ---------- -----------
$ 2,953,506 $ 77,060 $ 3,030,566 $ 156,924 $ 2,873,642
=========== ======== =========== ========== ===========
</TABLE>
F-15
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
(4) Loans Receivable
----------------
Major classification of loans at March 31 and December 31 are as
follows:
<TABLE>
<CAPTION>
March 31, 1996 December 31,
-------------------------
(Unaudited) 1995 1994
-------------- ----------- -----------
<S> <C> <C> <C>
First mortgage loans (principally conventional):
Principal balances -
Secured by one-to-four family residences $ 7,768,023 $ 7,918,939 $ 8,710,621
Land loans 249,411 202,613 181,326
Commercial loans 1,293,972 1,208,388 880,601
Construction loans 317,825 260,000 162,000
Other real estate loans 104,497 131,281 234,962
----------- ----------- -----------
9,733,728 9,721,221 10,169,510
Less: Undisbursed portion of first mortgage
loans (133,940) (143,245) (81,576)
----------- ----------- -----------
Total first mortgage loans 9,599,788 9,577,976 10,087,934
----------- ----------- -----------
Consumer and other loans:
Principal balances -
Automobile 444,891 495,609 460,221
Manufactured home 10,557 11,666 20,685
Share loans 834,227 800,305 765,330
Lines of credit 415,040 440,040 165,000
Other consumer loans 504,763 414,639 344,293
----------- ----------- -----------
2,209,478 2,162,259 1,755,529
Less: Undisbursed portion of consumer loans (193,887) (192,024) (47,997)
Unearned discounts (36) (77) (786)
----------- ----------- -----------
Total consumer and other loans 2,015,555 1,970,158 1,706,746
----------- ----------- -----------
Less: Allowance for loan losses (309,434) (317,406) (328,386)
----------- ----------- -----------
Loans receivable, net $11,305,909 $11,230,728 $11,466,294
=========== =========== ===========
</TABLE>
Activity in the allowance for loan losses for the
periods ended March 31
and December 31 is summarized as follows:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995 Years Ended December 31,
------------------------
(Unaudited) (Unaudited) 1995 1994
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Balance, beginning of period $317,406 $328,386 $328,386 $333,142
Provision charged to (recovery from)
operations (9,461) (7,879) (21,020) 2,332
Charge offs less recoveries 1,489 14,111 10,040 (7,088)
-------- -------- -------- --------
Balance, end of period $309,434 $334,618 $317,406 $328,386
======== ======== ======== ========
</TABLE>
The Association had loans with unpaid principal balances totaling
$70,139 (unaudited) at March 31, 1996 and $155,135 and $62,271 at December
31, 1995 and 1994, respectively, upon which interest was no longer being
accrued due to their delinquent status. Had the accrual of interest not
been discontinued on these loans, interest income would have been increased
by approximately $9,355 (unaudited), $11,399 and $6,062, respectively. The
Association is not committed to lend additional funds to debtors whose
loans have been modified.
F-16
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
(5) Troubled Debt Restructuring
---------------------------
In accordance with FASB Statement of Financial Accounting Standards No.
114, Accounting by Creditors for Impairment of a Loan, management has
------------------------------------------------
classified loans receivable at March 31, 1996, December 31, 1995 and 1994,
in the amounts of $186,486, $190,805, and $120,649, respectively, as
troubled debt restructuring due to modification of terms. The effective
interest rates on these loan restructurings are at least equal to the rate
that the Association is willing to accept for new loans receivables with
comparable risk. Included in the total allowance for loan losses of
$309,434, $317,406, and $328,386 are $21,085, $21,085 and $6,100 for these
classified loans at March 31, 1996, December 31, 1995 and 1994,
respectively.
(6) Accrued Interest Receivable
---------------------------
Accrued interest receivable at March 31 and December 31 is summarized
as follows:
<TABLE>
<CAPTION>
March 31, 1996 December 31,
-------------------
(Unaudited) 1995 1994
-------------- -------- --------
<S> <C> <C> <C>
Mortgage-backed and related securities $109,806 $113,802 $ 84,158
Loans receivable 81,204 84,782 75,178
-------- -------- --------
$191,010 $198,584 $159,336
======== ======== ========
</TABLE>
(7) Allowance for Losses on Foreclosed Real Estate
----------------------------------------------
Activity in the allowance for losses for foreclosed real estate for the
periods ended March 31 and December 31 is as follows:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995 Years Ended December 31,
------------------------
(Unaudited) (Unaudited) 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, beginning of period $25,807 $25,807 $25,807 $28,596
Provisions charged to operations - - - 6,000
Charge offs less recoveries - - - (8,789)
------- ------- ------- -------
Balance, end of period $25,807 $25,807 $25,807 $25,807
======= ======= ======= =======
</TABLE>
F-17
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
(8) Premises and Equipment
----------------------
Premises and equipment at March 31 and December 31 consisted of the
following:
<TABLE>
<CAPTION>
March 31, 1996 December 31,
--------------------
(Unaudited) 1995 1994
-------------- -------- --------
<S> <C> <C> <C>
Land and buildings $342,138 $342,138 $342,138
Furniture, fixtures and equipment 271,846 268,778 228,639
-------- -------- --------
613,984 610,916 570,777
Less: Accumulated depreciation 310,063 301,120 279,732
-------- -------- --------
$303,921 $309,796 $291,045
======== ======== ========
</TABLE>
Depreciation for the three months ended March 31, 1996 and 1995 was
$8,943 (unaudited) and $7,463 (unaudited), respectively. Depreciation for
the years ended December 31, 1995 and 1994 was $32,775 and $29,866,
respectively.
(9) Deposits
--------
Deposits at March 31 and December 31 are summarized as follows:
<TABLE>
<CAPTION>
Weighted
Average Weighted
Rate at March 31, 1996 Average December 31,
----------------------------------------
03/31/96 (Unaudited) Rate at 1995 1994
------------------- ------------------- -------------------
(Unaudited) Amount Percent 12/31/95 Amount Percent Amount Percent
----------- ----------- ------- -------- ----------- ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Demand and NOW
accounts,
including
non-interest
bearing deposits
of $418,701,
$330,705 and
$291,587 1.83% $ 3,626,891 13.29 2.13% $ 3,305,082 12.43 $3,442,061 14.04
Money market 2.07% 939,000 3.44 2.39% 1,006,630 3.79 1,330,922 5.43
Passbook savings 2.20% 3,092,431 11.33 2.84% 2,913,566 10.96 3,402,516 13.87
------------ ------- ------------ ------ ----------- ------
7,658,322 28.06 7,225,278 27.18 8,175,499 33.34
------------ ------- ------------ ------ ----------- ------
Certificates
of deposit:
3.99% or less 3.75% 202,120 .74 3.28% 171,939 .65 8,551,595 34.87
4.00% to 5.99% 5.16% 17,627,855 64.61 5.33% 17,179,541 64.63 6,804,147 27.74
6.00% to 7.99% 6.03% 1,750,284 6.41 6.07% 1,961,306 7.38 945,979 3.86
8.00% to 9.99% 8.00% 44,815 .18 8.00% 44,815 .16 45,962 .19
------------ ------- ------------ ------ ----------- ------
19,625,074 71.94 19,357,601 72.82 16,347,683 66.66
------------ ------- ------------ ------ ----------- ------
$27,283,396 100.00 $26,582,879 $24,523,182 100.00
============ ======= ============ =========== ======
</TABLE>
F-18
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
The aggregate amount of short-term jumbo certificates of deposit with
a minimum denomination of $100,000 was approximately $3,692,538 (unaudited),
$3,485,098 and $736,652 at March 31, 1996, December 31, 1995 and December 31,
1994, respectively.
At March 31, 1996 scheduled maturities of certificates of deposit are
as follows:
<TABLE>
<CAPTION>
Year Ending March 31,
---------------------------------------------------------
1997 1998 1999 2000 2001 Thereafter
----------- ---------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
3.99 percent or less $ 202,120 $ - $ - $ - $ - $ -
4.00 to 5.99 percent 15,302,094 2,062,945 262,816 - - -
6.00 to 7.99 percent 799,264 589,023 100,000 24,201 110,425 127,371
8.00 to 9.99 percent 42,711 - 2,104 - - -
----------- ---------- -------- -------- -------- ----------
$16,346,189 $2,651,968 $364,920 $ 24,201 $110,425 $ 127,371
=========== ========== ======== ======== ======== ==========
</TABLE>
At December 31, 1995 scheduled maturities of certificates of deposit
are as follows:
<TABLE>
<CAPTION>
Year Ending December 31,
------------------------------------------------------------------
1996 1997 1998 1999 2000
----------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
3.99 percent or less $ 171,959 $ - $ - $ - $ -
4.00 to 5.99 percent 14,989,464 1,884,310 305,767 - -
6.00 to 7.99 percent 921,890 663,329 114,016 65,701 196,370
8.00 to 8.99 percent - 42,711 2,104 - -
----------- ---------- ----------- -------- --------
$16,083,313 $2,590,350 $ 421,887 $ 65,701 $196,370
=========== ========== =========== ======== ========
</TABLE>
Interest expense on deposits for the periods ended March 31 and
December 31 is summarized as follows:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995 Years Ended December 31,
------------------------
(Unaudited) (Unaudited) 1995 1994
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Money market and NOW
accounts $ 20,896 $ 22,173 $ 91,928 $ 97,168
Passbook savings 16,015 16,530 66,777 73,220
Certificates of
deposits 260,091 187,734 915,993 617,700
----------- ----------- ---------- ----------
$297,002 $226,437 $1,074,698 $ 788,088
=========== =========== ========== ==========
</TABLE>
Income from early withdrawal penalties amounted to $964 (unaudited),
$1,569 (unaudited), $6,753 and $5,081 for each period, respectively.
F-19
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (continued)
(10) Advances from Federal Home Loan Bank
------------------------------------
Borrowed funds at December 31, 1994 consisted of the following:
<TABLE>
<CAPTION>
Rate Amount
------ --------
<S> <C> <C>
Advances from Federal Home Loan Bank 6.11% $500,000
</TABLE>
Pursuant to a blanket floating lien with the Federal Home Loan Bank,
the advance at December 31, 1994 was secured by mortgage-backed securities.
At December 31, 1994, the $500,000 advance matured on January 4, 1995.
(11) Deferred Income
---------------
Deferred income at March 31 and December 31 consisted of the following:
<TABLE>
<CAPTION>
March 31, 1996 December 31,
--------------------
(Unaudited) 1995 1994
-------------- -------- ---------
<S> <C> <C> <C>
Interest on loans collected in advance $ 2,397 $ 3,222 $ 3,992
Unrealized profit from the sale of
repossessed property 11,864 11,950 19,159
-------- -------- --------
Totals $ 14,261 $ 15,172 $ 23,151
======== ======== ========
</TABLE>
(12) Interest Income on Other Interest Earning Assets
------------------------------------------------
Details of interest income on other interest earning assets included in
interest income for the periods ended March 31 and December 31 are provided
below:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995 Years Ended December 31,
------------------------
(Unaudited) (Unaudited) 1995 1994
----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Interest on money market accounts and
certificates of deposits in other
institutions $ - $ - $ - $ 2,133
Interest on demand deposits in other
institutions 17,180 17,310 82,875 25,454
Federal Home Loan Bank dividends 3,799 3,845 16,371 11,389
------- ------- ------- -------
Totals $20,979 $21,155 $99,246 $38,976
======= ======= ======= =======
</TABLE>
F-20
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (continued)
(13) Other Noninterest Expenses
--------------------------
Details of other expenses included in noninterest expenses for the
periods ended March 31 and December 31 are provided below:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995 Years Ended December 31,
------------------------
(Unaudited) (Unaudited) 1995 1994
----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Bank clearing charges $20,155 $17,308 $ 70,570 $ 69,059
Insurance 3,223 1,660 18,643 16,440
Professional fees 22,833 23,491 37,553 48,411
Telephone 2,740 2,620 10,940 14,166
Advertising 2,554 2,954 12,280 13,078
Property taxes - - 6,773 7,080
Dues and subscriptions 1,953 2,147 5,384 6,706
Miscellaneous other expenses 2,003 1,685 6,160 7,799
------- ------- -------- --------
Total $55,461 $51,865 $168,303 $182,739
======= ======= ======== ========
</TABLE>
(14) Retirement Plan
---------------
In 1988, the Association adopted a contributory profit sharing plan
for all full time employees. Contributions are to be made annually based on
participants' salaries. The contributions for the three months ended March
31, 1996 and 1995 and for the years ended December 31, 1995 and 1994
included in compensation and employee benefits expense were $8,266
(unaudited), $6,245 (unaudited), $29,967 and $24,048, respectively.
(15) Officers Deferred Compensation Contract
---------------------------------------
During 1994, the Association established a deferred compensation
contract with one member of the Board of Directors. The agreement provides
for a lump sum payment to be made to the director upon retirement or to his
beneficiary in the event of death before retirement. The agreement is
terminated should the director resign before the stated date of retirement.
At March 31 and December 31 the following had been accrued as deferred
compensation payable.
<TABLE>
<CAPTION>
March 31, 1996 December 31,
------------------
(Unaudited) 1995 1994
-------------- ------- -------
<S> <C> <C>
$18,740 $16,531 $ 8,018
======= ======= =======
</TABLE>
F-21
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
(16) Income Taxes
------------
The Association utilizes FASB Statement 109 to account for income
taxes.
The components of income tax expense for the periods ended March 31
and December 31 are as follows:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995 Years Ended December 31,
------------------------
(Unaudited) (Unaudited) 1995 1994
----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Income taxes current:
Federal $17,421 $27,294 $109,173 $111,249
Deferred taxes due to
timing differences 10,192 10,077 41,370 26,201
------- ------- -------- --------
Total income tax
expense $27,613 $37,371 $150,543 $137,450
======= ======= ======== ========
</TABLE>
The total provision for federal income taxes differs from that
computed by applying statutory corporate tax rates as follows for the
periods ending:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995 Years Ended December 31,
(Unaudited) (Unaudited) 1995 1994
----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Computed at the
expected statutory
rate 34.0 % 34.0 % 34.0 % 34.0 %
Other 1.3 1.7 .1 2.2
------- ------- ------- -------
35.3 % 35.7 % 34.1 % 36.2 %
======= ======= ======= =======
</TABLE>
Temporary differences giving rise to the deferred tax amounts consist
primarily of converting the financial statements from accrual to cash basis
for tax purposes and by the excess of tax bad debts over book bad debts
since 1987.
F-22
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
Amounts for deferred tax liabilities are as follows:
<TABLE>
<CAPTION>
March 31, 1996 December 31,
--------------------
(Unaudited) 1995 1994
-------------- -------- --------
<S> <C> <C> <C>
Deferred tax assets $ 12,102 $ 16,542 $ 12,967
Deferred tax liabilities 139,276 133,524 88,579
-------- -------- --------
Net deferred tax liabilities $127,174 $116,982 $ 75,612
======== ======== ========
</TABLE>
No valuation allowances were recorded against deferred tax assets as
of March 31, 1996, December 31, 1995 and December 31, 1994.
The Association is allowed a special bad debt deduction based on a
percentage of taxable income (presently 8 percent) or on specified
experience formulas, subject to certain limitations based upon aggregate
loan balances at the end of the year. The Association used the percentage-
of-taxable income method in 1995 and 1994. If the amounts deducted are
used for purposes other than for loan losses, such as in a distribution in
liquidation or otherwise, or if the Association would cease to be a
qualified thrift lender under the tax law, the amounts deducted would be
subject to federal income tax at the then current corporate rate.
Effective with the adoption of SFAS No. 109, the Association was required
to record, and has recorded, a deferred tax liability for special bad debt
deductions after December 31, 1987. The Association, in accordance with
SFAS No. 109, has not recorded a deferred tax liability of approximately
$41,825 as of March 31, 1996 related to the cumulative special bad debt
deduction prior to December 31, 1987.
The accompanying statements of income for the years ended December 31,
1995 and 1994 have been restated to correct an error in income tax expense.
The effect of the restatement was to decrease net income for the two years
as follows:
<TABLE>
<CAPTION>
As Originally Reported As Corrected Decrease in Net Income
---------------------- ------------ ----------------------
<S> <C> <C> <C>
1995 $312,091 $290,496 $21,595
1994 262,134 241,878 20,256
</TABLE>
F-23
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
(17) Related Party Transactions
--------------------------
In the ordinary course of business, the Association makes loans to its
directors, officers, and employees. These loans are made on the same terms
as loans to other customers. The balances of such loans outstanding at
March 31 and December 31 are as follows:
<TABLE>
<CAPTION>
March 31, 1996 December 31,
--------------------
(Unaudited) 1995 1994
-------------- -------- --------
<S> <C> <C>
$278,791 $293,138 $284,350
======== ======== ========
</TABLE>
(18) Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) and
--------------------------------------------------------------------------
Financial Institutions Reform, Recovery and Enforcement Act (FIRREA) of
-----------------------------------------------------------------------
1989
----
FDICIA was signed into law on December 19, 1991. Regulations
implementing the prompt corrective action provisions of FDICIA became
effective on December 19, 1992. In addition to the prompt corrective
action requirements, FDICIA includes significant changes to the legal and
regulatory environment for insured depository institutions, including
reductions in insurance coverage for certain kinds of deposits, increased
supervision by the federal regulatory agencies, increased reporting
requirements for insured institutions, and new regulations concerning
internal controls, accounting and operations.
The prompt corrective action regulations define specific capital
categories based on an institution's capital ratios. The capital
categories, in declining order, are "well capitalized," "adequately
capitalized," "undercapitalized," "significantly undercapitalized," and
"critically undercapitalized." Institutions categorized as
"undercapitalized" or worse are subject to certain restrictions, including
the requirement to file a capital plan with their primary federal
regulator, prohibitions on the payment of dividends and management fees,
restrictions on executive compensation, and increased supervisory
monitoring, among other things. Other restrictions may be imposed on the
institution either by its primary federal regulator, the Office of Thrift
Supervision (OTS), or by the Federal Deposit Insurance Corporation (FDIC),
including requirements to raise additional capital, sell assets, or sell
the entire institution. Once an institution becomes "critically
undercapitalized," it must generally be placed in receivership or
conservatorship within 90 days.
F-24
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATIONS
OF ALLEN PARISH
Notes to Financial Statements (Continued)
FIRREA was signed into law on August 9, 1989; regulations for savings
institutions' minimum capital requirements went into effect on December 7,
1989. In addition to its capital requirements, FIRREA includes provisions
for changes in the federal regulatory structure for institutions, including
a new deposit insurance system, increased deposit insurance premiums, and
restricted investment activities with respect to noninvestment grade
corporate debt and certain other investments. FIRREA also increases the
required ratio of housing-related assets in order to qualify as a savings
institution.
The regulations require institutions to have a minimum regulatory
tangible capital equal to 1.5 percent of adjusted total assets, a minimum 4
percent core/leverage capital ratio, a minimum 4 percent tier 1 risk-based
ratio, and a minimum 8 percent total risk-based capital ratio to be
considered "adequately capitalized." An institution is deemed to be
"critically undercapitalized" if it has a tangible equity ratio of 2
percent or less.
The Association at March 31, 1996 (unaudited) meets all the minimum
capital requirements. At March 31, 1996 (unaudited), the Association's
regulatory tangible capital was $2,113,937 or 7.14 percent of total assets,
core capital was $2,113,937 or 7.14 percent of total assets and risk based
capital was $2,238,928 or 19.70 percent of total risk-adjusted assets as
defined by FIRREA. At December 31, 1995, the institution's regulatory
tangible capital was $2,063,367 or 7.15 percent of total assets, core
capital was $2,063,367 or 7.15 percent of total assets, and risk-based
capital was $2,185,775 or 19.67 percent of total risk-adjusted assets as
defined by FIRREA. Failure to meet capital requirements exposes the
Association to regulatory sanctions, including limitation on asset growth.
The following is a reconciliation of GAAP capital to regulatory
capital at March 31, 1996 (unaudited):
<TABLE>
<CAPTION>
Unaudited
-----------------------------------
Regulatory
-----------------------------------
GAAP Tangible Core Risk Based
Capital Capital Capital Capital
------------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
GAAP capital, before
adjustments $2,113,937
Unrealized loss on mortgage
backed and related
securities held available
for sale (10,881)
----------
GAAP capital, as adjusted $2,103,056 $2,113,937 $2,113,937 $2,113,937
==========
</TABLE>
F-25
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATIONS
OF ALLEN PARISH
Notes to Financial Statements (Continued)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Nonallowable assets:
Real estate owned and held for
branch expansion - - (18,500)
Additional capital items:
General valuation allowance - - 143,491
---------- ---------- ----------
Regulatory capital computed 2,113,937 2,113,937 2,238,928
Minimum capital requirement 444,081 888,161 909,040
----------- ---------- ----------
Regulatory capital - excess $1,669,856 $1,225,776 $1,329,888
========== ========== ==========
</TABLE>
The following is a reconciliation of GAAP capital
to regulatory capital at December 31, 1995:
<TABLE>
<CAPTION>
Unaudited
------------------------------------
Regulatory
------------------------------------
GAAP Tangible Core Risk-Based
Capital Capital Capital Capital
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
GAAP capital, before
adjustments $2,063,367
Unrealized loss on mortgage
backed and related
securities held available
for sale (4,781)
----------
GAAP capital, as adjusted $2,058,586 $2,063,367 $2,063,367 $2,063,367
==========
Nonallowable assets:
Real estate owned and held for
branch expansion - - (18,500)
Additional capital items:
General valuation allowance - - 140,908
---------- ---------- ----------
Regulatory capital computed 2,063,367 2,063,367 2,185,775
Minimum capital requirement 432,872 865,743 888,720
---------- ---------- ----------
Regulatory capital - excess $1,630,495 $1,197,624 $1,297,055
========== ========== ==========
</TABLE>
F-26
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
(19) Financial Instruments with Off-Balance-Sheet Risk/Commitments
-------------------------------------------------------------
The Association is a party to financial instruments with off-balance-
sheet risk in the normal course of business to meet the financing needs of
its customers and to reduce its own exposure to fluctuations in interest
rates. These financial instruments include commitments to extend credit and
standby letters of credit. Those instruments involve, to varying degrees,
elements of credit and interest rate risk in excess of the amount
recognized in the statement of financial position. The contract or notional
amount of those instruments reflect the extent of the Association's
involvement in particular classes of financial instruments.
The Association's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for loan
commitments to extend credit and standby letters of credit is represented
by the contractual notional amount of those instruments. The Association
uses the same credit policies in making commitments and conditional
obligations as it does for on-balance-sheet instruments.
Unless noted otherwise, the Association does not require collateral or
other security to support financial instruments with credit risk.
Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses. Since many of the commitments are expected to expire without being
drawn upon, the total commitment amounts do not necessarily represent
future cash requirements. The Association evaluates each customer's credit
worthiness on a case-by-case basis. The amount of collateral obtained, if
it is deemed necessary by the Association upon extension of credit, is
based on management's credit evaluation of the counterparty. Collateral
held varies but may include accounts receivable; inventory, property,
plant, and equipment; and income-producing commercial properties. In
addition to undisbursed loan proceeds, outstanding mortgage commitments
amounted to approximately $276,984 at March 31, 1996 (unaudited) and
$344,502 and $604,991 at December 31, 1995 and 1994, respectively.
Standby letters of credit are conditional commitments issued by the
Association to guarantee the performance of a customer to a third party.
Those guarantees are primarily issued to support public and private
borrowing arrangements, including commercial paper, bond financing, and
similar transactions. The Association had short-term standby letters of
credit outstanding of $6,970 at March 31, 1996 (unaudited) and $4,970 and $
0 at December 31, 1995 and 1994, respectively.
F-27
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
(20) Concentration of Credit
-----------------------
The majority of the Association's loans and its standby letters of
credit have been granted to customers in the Association's market area,
which is primarily Allen Parish, Louisiana. The Parish is largely a rural
area and relies heavily on the agricultural industry and government
employment. The concentrations of credit by type of loan are set forth in
the note on loans receivable as presented earlier in this report. The
Association, as a matter of policy, does not extend credit to any borrower
or group of related borrowers in excess of its legal lending limit of
$500,000.
(21) Estimated Fair Value of Financial Instruments
---------------------------------------------
The following methods and assumptions were used by the Association in
estimating fair values of financial instruments as disclosed herein:
Cash and cash equivalents - The carrying amounts of cash and short-term
instruments approximate their fair value.
Securities to be held to maturity and securities available-for-sale-
Fair values for investment securities, excluding restricted equity
securities, are based on quoted market prices. The carrying values of
restricted equity securities approximate fair values.
Loans receivable - Fair values for variable and fixed rate loans are
estimated using discounted cash flow analysis, using interest rates
currently being offered for loans with similar terms to borrowers of
similar credit quality.
Deposit liabilities - The fair values disclosed for demand deposits
are, by definition, equal to the amount payable on demand at the
reporting date (that is, their carrying amounts). The carrying amounts
of variable-rate, fixed-term money market accounts and certificates of
deposit approximate their fair values at the reporting date. Fair
values for fixed-rate certificates of deposit are estimated using a
discounted cash flow calculation that applies interest rates currently
being offered on the certificates to a schedule of aggregated expected
monthly maturities on time deposits.
Short-term borrowings - Fair values of borrowed funds are estimated
using discounted cash flow analyses based on the Association's current
incremental borrowing rates for similar types of borrowing
arrangements.
F-28
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
Accrued interest - The carrying amounts of accrued interest approximate
their fair values.
Off-balance sheet items - The fair value of these items approximate
their contractual amounts.
The estimated fair values of the Association's financial instruments
were as follows:
<TABLE>
<CAPTION>
March 31, 1996
(Unaudited) December 31, 1995 December 31, 1994
------------------------- ---------------------------- ---------------------------
Carrying Fair Carrying Fair Carrying Fair
Value Value Value Value Value Value
----------- ------------ ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Financial assets:
Cash and due from banks $ 2,226,450 $ 2,226,450 $ 1,362,595 $ 1,362,595 $ 1,392,183 $ 1,392,183
Investment securities 259,200 259,200 259,600 259,600 247,500 247,500
Securities to be held to
maturity 12,397,874 12,293,707 12,433,279 12,393,239 10,383,140 9,846,183
Securities available for
sale 2,797,597 2,797,597 2,958,167 2,958,167 2,873,642 2,873,642
Loans 11,305,909 11,406,698 11,230,728 11,331,594 11,466,294 11,568,344
Accrued interest receivable 191,010 191,010 198,584 198,584 159,336 159,336
Other receivables 37,340 37,340 47,120 47,120 - -
Financial liabilities:
Deposit liabilities 27,283,396 27,316,000 26,582,579 26,653,000 24,523,182 24,567,324
Borrowed funds - - - - 500,000 475,200
Advances by borrowers for
taxes and insurance 31,085 31,085 43,033 43,033 37,318 37,318
Current federal income
taxes payable 15,314 15,314 - - 54,649 54,649
Accrued expenses and other
liabilities 31,097 31,097 41,462 41,462 32,999 32,999
Off-balance sheet items
Standby letters of credit 6,970 6,970 4,970 4,970 - -
Commitments to extend
credit 276,984 276,984 344,502 344,502 604,991 604,991
</TABLE>
(22) Plan of Conversion (Unaudited)
------------------------------
On June 3, 1996, the Board of Directors of First Federal Savings &
Loan Association adopted a Plan of Conversion whereby the Association would
covert from a mutual savings institution to a stock savings and loan
pursuant to the Rules and Regulations of the OTS. The Plan includes, as
part of the conversion, the concurrent formation of a holding company. The
Plan provides that non-transferable subscription rights to purchase Holding
Company Conversion Stock will be offered first to Eligible Account Holders
of record as of the Eligibility Record Date, then to the Association's Tax-
Qualified Employee Plans, then to Supplemental Eligible Account Holders of
record as of the Supplemental Eligibility Record Date, then to other
members, and then to directors, officers and employees. Concurrently with,
at any time during, or promptly after the Subscription Offering, and on a
lowest priority basis, an
F-29
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Notes to Financial Statements (Continued)
opportunity to subscribe may also be offered to the general public in a
Direct Community Offering. The price of the Holding Company Conversion
Stock will be based upon an independent appraisal of the Association and
will reflect its estimated pro forma market value, as converted. It is the
desire of the Board of Directors of the Association to attract new capital
to the Association in order to increase its capital, support future savings
growth and increase the amount of funds available for residential and other
mortgage lending. The Converted Association is also expected to benefit
from its management and other personnel having a stock ownership in its
business, since stock ownership is viewed as an effective performance
incentive and a means of attracting, retaining and compensating management
and other personnel. No change will be made in the Board of Directors or
management as a result of the Conversion.
The costs of issuing the common stock will be deferred and deducted
from the sale proceeds. If the offering is unsuccessful for any reason, the
deferred costs will be charged to operations. At March 31, 1996, the
Association had incurred no such costs (unaudited).
For the purpose of granting eligible members of the Association a
priority in the event of future liquidation, the Association will, at the
time of conversion, establish a liquidation account equal to its regulatory
capital as of the date of the latest balance sheet used in the final
conversion offering circular. In the event (and only in such event) of
future liquidation of the converted Association, an eligible savings
account holder who continues to maintain a savings account shall be
entitled to receive a distribution from the liquidation account, in the
proportionate amount of the then-current adjusted balance of the savings
deposits then held, before any distributions may be made with respect to
capital stock.
Present regulations provide that the Association may not declare or pay
a cash dividend on or repurchase any of its capital stock if the result
thereof would be to reduce the regulatory capital of the Association below
the amount required for the liquidation account or the regulatory capital
requirement. Further, any dividend declared or paid on or repurchase of,
the Association's capital stock shall be in compliance with the rules and
regulations of the Office of Thrift Supervision, or other applicable
regulations.
F-30
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH OTHER INFORMA TION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE HOLDING
COMPANY OR FIRST FEDERAL. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION
IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE HOLDING COMPANY OR FIRST FEDERAL SINCE ANY
OF THE DATES AS OF WHICH INFORMATION IS FURNISHED HEREIN OR SINCE THE DATE
HEREOF.
_____________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
--------
<S> <C>
Prospectus Summary ...............................................
Selected Financial Information....................................
and Other Data...................................................
Risk Factors......................................................
First Federal Savings and Loan Association
of Allen Parish..................................................
First Allen Parish Bancorp, Inc. .................................
Capitalization ...................................................
Pro Forma Data ...................................................
Use of Proceeds ..................................................
Dividends ........................................................
Market for Common Stock ..........................................
First Federal Savings and Loan Association .......................
of Allen Parish Statement of Earnings ...........................
Management's Discussion and Analysis of
Financial Condition and Results of Operations ...................
Business .........................................................
Regulation .......................................................
Management .......................................................
The Conversion ...................................................
Restrictions on Acquisitions of Stock and Related ................
Takeover Defensive Provisions ..................................
Description of Capital Stock .....................................
Legal and Tax Matters ............................................
Experts ..........................................................
Additional Information ...........................................
Index to Financial Statements ....................................
</TABLE>
UNTIL THE LATER OF SEPTEMBER __, 1996, OR 25 DAYS AFTER COMMENCEMENT OF THE
OFFERING OF COMMON STOCK, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
_________ Shares
FIRST ALLEN PARISH
BANCORP, INC.
(Holding Company for First Federal
Savings and Loan Association of Allen Parish)
Common Stock
_____________
PROSPECTUS
_____________
TRIDENT SECURITIES, INC.
August __, 1996
<PAGE>
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF FIRST FEDERAL SAVINGS AND
LOAN ASSOCIATION OF ALLEN PARISH
Generally, federal regulations define areas for indemnity coverage for federal
savings associations, as follows:
(a) Any person against whom any action is brought by reason of the
fact that such person is or was a director or officer of the savings association
shall be indemnified by the savings association for:
(i) Reasonable costs and expenses, including reasonable
attorneys' fees, actually paid or incurred by such person in
connection with proceedings related to the defense or settlement of
such action;
(ii) Any amount for which such person becomes liable by reason
of any judgment in such action;
(iii) Reasonable costs and expenses, including reasonable
attorneys' fees, actually paid or incurred in any action to enforce
his rights under this section, if the person attains a final judgment
in favor of such person in such enforcement action.
(b) Indemnification provided for in subparagraph (a) shall be made to
such officer or director only if the requirements of this subsection are met:
(i) The savings association shall make the indemnification
provided by subparagraph (a) in connection with any such action which
results in a final judgment on the merits in favor of such officer or
director.
(ii) The savings association shall make the indemnification
provided by subparagraph (a) in case of settlement of such action,
final judgment against such director or officer or final judgment in
favor of such director or officer other than on the merits except in
relation to matters as to which he shall be adjudged to be liable for
negligence or misconduct in the performance of duty, only if a
majority of the directors of the savings association determines that
such a director or officer was acting in good faith within what he was
reasonably entitled to believe under the circumstances was the scope
of his employment or authority and for a purpose which he was
reasonably entitled to believe under the circumstances was in the best
interest of the savings association or its members.
(c) As used in this paragraph:
(i) "Action" means any action, suit or other judicial or
administrative proceeding, or threatened proceeding, whether civil,
criminal, or otherwise, including any appeal or other proceeding for
review;
(ii) "Court" includes, without limitation, any court to which
or in which any appeal or any proceeding for review is brought;
(iii) "Final Judgment" means a judgment, decree, or order which
is appealable and as to which the period for appeal has expired and no
appeal has been taken;
(iv) "Settlement" includes the entry of a judgment by consent
or by confession or upon a plea of guilty or of nolo contendere.
The Savings Association maintains directors and officers liability
policy with USF&G Insurance. Such policy provides for an aggregate liability
coverage of $500,000.
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF FIRST ALLEN PARISH BANCORP, INC.
Article ELEVENTH of First Allen Parish Bancorp, Inc.'s (the "Corporation")
Certificate of Incorporation sets forth circumstances under which directors,
officers, employees and agents of the Corporation may be insured or indemnified
against liability which they may incur in their capacities as such.
ELEVENTH:
A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a director or an officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation, including, without limitation, any Subsidiary
(as defined in Article EIGHTH of the Certificate of Incorporation of the
Corporation), partnership, joint venture, trust or other enterprise, including
service with respect to an employee benefit plan (hereinafter an "indemnitee"),
whether the basis of such proceeding is alleged action in an official capacity
as a director or officer or in any other capacity while serving as a director or
officer, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith; provided, however, that, except as provided in Section C
hereof with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.
B. The right to indemnification conferred in Section A of this
Article ELEVENTH shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however, that,
if the Delaware General Corporation Law requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication"), that such indemnitee is not entitled to be indemnified for such
expenses under this Section or otherwise. The rights to indemnification and to
the advancement of expenses conferred in Sections A and B of this Article
ELEVENTH shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a director or officer and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article ELEVENTH is
not paid in full by the Corporation within sixty days after a written claim has
been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole
or in part in any such suit, or in a suit brought by the Corporation to recover
an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall also be entitled to be paid the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (ii) in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
any applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought
<PAGE>
by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article ELEVENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of
expenses conferred in this Article ELEVENTH shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute, the
Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to
time by a majority vote of the Disinterested Directors, grant rights to
indemnification and to the advancement of expenses to any employee or agent of
the Corporation to the fullest extent of the provisions of this Article with
respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<CAPTION>
Amount
------
<S> <C> <C>
* Legal Fees and Expenses.................................. $100,000
* Printing and Mailing..................................... 30,000
* Appraisal and Business Plan Fees and Expenses............ 26,500
* Accounting Fees and Expenses............................. 30,000
* Blue Sky Filing Fees and Expenses
(including counsel fees)................................ 10,000
Conversion Agent and Proxy Solicitation Fees............. 6,000
* Stock Transfer Agent and Certificates.................... 5,000
** Marketing Fees and Expenses.............................. 110,000
* Federal Filing Fees (OTS and SEC)........................ 11,000
Miscellaneous............................................ 21,500
--------
** Total.................................................... $350,000
========
</TABLE>
______________
* Estimated
** First Allen Parish Bancorp, Inc. has retained Trident Securities, Inc.
("Trident Securities") to assist in the sale of common stock on a best
efforts basis in the Subscription and Community Offerings. Trident
Securities will receive fees of approximately $75,000, exclusive of
estimated expenses (including attorneys' fees) of $25,000.
ITEM 26. RECENT SALES OF REGISTERED SECURITIES.
Not Applicable.
ITEM 27. EXHIBITS:
The exhibits filed as part of this registration statement are as
follows:
1.1 Engagement Letter between First Federal Savings and Loan Association of
Allen Parish and Trident Securities, Inc.
<PAGE>
1.2 Form of Agency Agreement among First Allen Parish Bancorp, Inc., First
Federal Savings and Loan Association of Allen Parish and Trident
Securities, Inc.*
2 Plan of Conversion
3.1 Certificate of Incorporation of First Allen Parish Bancorp, Inc.
3.2 Bylaws of First Allen Parish Bancorp, Inc.
3.3 Charter of First Federal Savings and Loan Association of Allen Parish
3.4 Bylaws of First Federal Savings and Loan Association of Allen Parish
4 Form of Common Stock Certificate of First Allen Parish Bancorp, Inc.
5 Opinion of Luse Lehman Gorman Pomerenk & Schick regarding legality of
securities being registered
8.1 Federal Tax Opinion of Luse Lehman Gorman Pomerenk & Schick, P.C.
8.2 State Tax Opinion of Darnall, Sikes, Kolder, Frederick & Rainey
8.3 Opinion of Ferguson & Co., LLP with respect to Subscription Rights
10.1 Form of Employment Agreement
10.2 Employee Stock Ownership Plan
23.1 Consent of Darnall, Sikes, Kolder, Frederick & Rainey
23.2 Consent of Ferguson & Co., LLP
24 Power of Attorney (set forth on signature page)
27 Financial Data Schedule
99.1 Appraisal Agreement between First Federal Savings and Loan Association of
Allen Parish and Ferguson & Co., LLP
99.2 Appraisal Report of Ferguson & Co., LLP
99.3 Proxy Statement
99.4 Marketing Materials
99.5 Order and Acknowledgement Form
____________________________
* To be filed supplementally or by amendment.
ITEM 28. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
<PAGE>
(ii) Reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
duration from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
The small business issuer will provide to the underwriter at the
closing specified in the Underwriting Agreement certificates in such
documentation and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
questions whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Oakdale,
State of Louisiana, on June 25, 1996.
First Allen Parish Bancorp, Inc.
(Registrant)
By: /s/ Charles L. Galligan
------------------------------------------
Charles L. Galligan
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of First Allen Parish
Bancorp, Inc. (the "Company") hereby severally constitute and appoint Charles L.
Galligan as our true and lawful attorney and agent, to do any and all things in
our names in the capacities indicated below which said Charles L. Galligan may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration statement on Form SB-2
relating to the offering of the Company's Common Stock, including specifically,
but not limited to, power and authority to sign for us in our names in the
capacities indicated below the registration statement and any and all amendments
(including post-effective amendments) thereto; and we hereby approve, ratify and
confirm all that said Charles L. Galligan shall do or cause to be done by virtue
thereof.
In accordance with the requirements of the Securities Act of 1933,
this registration statement was signed by the following persons in the
capacities and as of the dates stated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Charles L. Galligan
- --------------------------------- President, Chief Executive June 25, 1996
Charles L. Galligan Officer and Director (Principal -------------
Executive Officer)
/s/Betty Jean Parker
- --------------------------------- Chief Financial Officer and June 25, 1996
Betty Jean Parker Treasurer (Principal Financial -------------------------
and Accounting Officer)
/s/ Jesse Boyd, Jr.
- --------------------------------- Director June 25, 1996
Jesse Boyd, Jr. -------------------------
/s/ James E. Riley
- --------------------------------- Director June 25, 1996
James E. Riley -------------------------
/s/ Dr. James D. Sandefur
- --------------------------------- Director June 25, 1996
Dr. James D. Sandefur -------------------------
/s/ Leslie A. Smith
- --------------------------------- Director June 25, 1996
Leslie A. Smith -------------------------
/s/ J.C. Smith
- --------------------------------- Director June 25, 1996
J.C. Smith -------------------------
</TABLE>
<PAGE>
EXHIBIT INDEX
1.1 Engagement Letter between First Federal Savings and Loan Association of
Allen Parish and Trident Securities, Inc.
1.2 Form of Agency Agreement among First Allen Parish Bancorp, Inc., First
Federal Savings and Loan Association of Allen Parish and Trident
Securities, Inc.*
2 Plan of Conversion
3.1 Certificate of Incorporation of First Allen Parish Bancorp, Inc.
3.2 Bylaws of First Allen Parish Bancorp, Inc.
3.3 Charter of First Federal Savings and Loan Association of Allen Parish
3.4 Bylaws of First Federal Savings and Loan Association of Allen Parish
4 Form of Common Stock Certificate of First Allen Parish Bancorp, Inc.
5 Opinion of Luse Lehman Gorman Pomerenk & Schick regarding legality of
securities being registered
8.1 Federal Tax Opinion of Luse Lehman Gorman Pomerenk & Schick, P.C.
8.2 State Tax Opinion of Darnall, Sikes, Kolder, Frederick & Rainey
8.3 Opinion of Ferguson & Co., LLP with respect to Subscription Rights
10.1 Form of Employment Agreement
10.2 Employee Stock Ownership Plan
23.1 Consent of Darnall, Sikes, Kolder, Frederick & Rainey
23.2 Consent of Ferguson & Co., LLP
24 Power of Attorney (set forth on signature page)
27 Financial Data Schedule
99.1 Appraisal Agreement between First Federal Savings and Loan Association of
Allen Parish and Ferguson & Co., LLP
99.2 Appraisal Report of Ferguson & Co., LLP
99.3 Proxy Statement
99.4 Marketing Materials
99.5 Order and Acknowledgement Form
_____________________________
* To be filed supplementally or by amendment.
<PAGE>
[LETTERHEAD OF TRIDENT SECURITIES, INC.]
March 12, 1996
Board of Directors
First Federal Savings and Loan
Association of Allen Parish
222 South 10th Street
Oakdale, Louisiana 71463
RE: Conversion Stock Marketing Services
Gentlemen:
This letter sets forth the terms of the proposed engagement between Trident
Securities, Inc. ("Trident") and First Federal Savings and Loan Association of
Allen Parish, Oakdale, Louisiana (the "Association") concerning our investment
banking services in connection with the conversion of the Association from a
mutual to a capital stock form of organization.
Trident is prepared to assist the Association in connection with the offering of
its shares of common stock during the subscription offering and community
offering as such terms are defined in the Association's Plan of Conversion. The
specific terms of the services contemplated hereunder shall be set forth in a
definitive sales agency agreement (the "Agreement") between Trident and the
Association to be executed on the date the offering circular/prospectus is
declared effective by the appropriate regulatory authorities. The price of the
shares during subscription offering and community offering will be the price
established by the Association's Board of Directors, based upon an independent
appraisal as approved by the appropriate regulatory authorities, provided such
price is mutually acceptable to Trident and the Association.
In connection with the subscription offering and community offering, Trident
will act as financial advisor and exercise its best efforts to assist the
Association in the sale of its common stock during the subscription offering and
community offering. Additionally, Trident may enter into agreements with other
National Association of Securities Dealers, Inc., ("NASD") member firms to act
as selected dealers, assisting in the sale of the common stock. Trident and the
Association will determine the selected dealers to assist the Association during
the community offering. At the appropriate time, Trident in conjunction with its
counsel, will conduct an examination of the relevant documents and records of
the Association as Trident deems necessary and appropriate. The Association will
make all documents, records and other information deemed necessary by Trident or
its counsel available to them upon request.
For its services hereunder, Trident will receive the following compensation and
reimbursement from the Association:
1. A management fee in the amount of $75,000.00
<PAGE>
Board of Directors
March 12, 1996
Page 2
2. For stock sold by other NASD member firms under selected dealer's
agreements, the commission shall not exceed a fee to be agreed upon
jointly by Trident and the Association to reflect market requirements
at the time of the stock allocation in a Syndicated Community
Offering.
3. The foregoing fees and commissions are to be payable to Trident at
closing as defined in the Agreement to be entered into between the
Association and Trident.
4. Trident shall be reimbursed for allocable expenses incurred by them,
including legal fees, whether or not the Agreement is consummated.
Trident's out-of-pocket expenses will not exceed $10,000 and its legal
fees will not exceed $25,000. The Association will forward to Trident
a check in the amount of $10,000 as an advance payment to defray the
allocable expenses of Trident.
It further is understood that the Association will pay all other expenses of the
conversion including but not limited to its attorneys' fees, NASD filing feed,
and filing and registration fees and fees of either Trident's attorneys or the
attorneys relating to any required state securities law filings, telephone
charges, air freight, rental equipment, supplies, transfer agent charges, fees
relating to auditing and accounting and costs of printing all documents
necessary in connection with the foregoing.
For purposes of Trident's obligation to file certain documents and to make
certain representations to the NASD in connection with the conversion, the
Association warrants that: (a) the Association has not privately placed any
securities within the last 18 months; (b) there have been no material dealings
within the last 12 months between the Association and any NASD member or any
person related to or associated with any such member; (c) none of the officers
or directors of the Association has any affiliation with the NASD; (d) except as
contemplated by this engagement letter with Trident, the Association has no
financial or management consulting contracts outstanding with any other person;
(e) the Association has not granted Trident a right of first refusal with
respect to the underwriting of any future offering of the Association stock; and
(f) there has been no intermediary between Trident and the Association in
connection with the public offering of the Association's shares, and no person
is being compensated in any manner for providing such service.
The Association agrees to indemnify and hold harmless Trident and each person,
if any, who controls the firm against all losses, claims, damages or
liabilities, joint or several and all legal or other expenses reasonably
incurred by them in connection with the investigation or defense thereof
(collectively, "Losses"), to which they may become subject under the securities
laws or under the common law, that arise out of or are based upon the conversion
or the engagement hereunder of Trident unless it is determined by final judgment
of a court having jurisdiction over the matter that such Losses are primarily a
result of Trident's willful misconduct or gross negligence. If the foregoing
indemnification is unavailable for any reason, the Association agrees to
contribute to such Losses in the proportion that its financial interest in the
conversion bears to that the indemnified parties. If the Agreement is entered
into with respect to the common stock to be issued in the conversion, the
Agreement will provide for indemnification,
<PAGE>
Board of Directors
March 12, 1996
Page 3
which will be in addition to any rights that Trident or any other indemnified
party may have at common law or otherwise. The indemnification provision of this
paragraph will be superseded by the indemnification provisions of the Agreement
entered into by the Association and Trident.
This letter is merely a statement of intent and is not a binding legal agreement
except as to paragraph (4) above with regard to the obligation to reimburse
Trident for allocable expenses to be incurred prior to the execution of the
Agreement and the indemnity described in the preceding paragraph. While Trident
and the Association agree in principle to the contents hereof and propose to
proceed promptly, and in good faith, to work out the arrangements with respect
to the proposed offering, any legal obligations between Trident and the
Association shall be only as set forth in a duly executed Agreement. Such
Agreement shall be in form and content satisfactory to Trident and the
Association, as well as their counsel, and Trident's opinion no material adverse
change in condition or obligations of the Association or not market conditions
which might render the sale of the shares by the Association hereby contemplated
inadvisable.
Please acknowledge your agreement to the foregoing by signing below and
returning to Trident one copy of this letter along with the advance payment of
$10,000. This proposal is open for your acceptance for a period of thirty (30)
days from the date hereof.
Yours very truly,
TRIDENT SECURITIES, INC.
By: /s/ R. Lee Burrows, Jr.
------------------------
R. Lee Burrows, Jr.
Managing Director
Agreed and accepted to this 10th day
----
of April, 1996
-----
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
By: /s/ Charles L. Galligan
------------------------
Charles L. Galligan
President
RLB:cs
3-12-2
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
Oakdale, Louisiana
PLAN OF CONVERSION
From Mutual to Stock Form of Organization
I. GENERAL
-------
On June 3, 1996, the Board of Directors of First Federal Savings and
Loan Association of Allen Parish (the "Association") adopted a Plan of
Conversion whereby the Association would convert from a federal mutual savings
institution to a federal stock savings institution pursuant to the Rules and
Regulations of the OTS. The Plan includes, as part of the conversion, the
concurrent formation of a holding company. The new holding company is proposed
to be chartered as a Delaware corporation under the name "First Allen Parish
Bancorp, Inc." The Plan provides that non-transferable subscription rights to
purchase Holding Company Conversion Stock will be offered first to Eligible
Account Holders of record as of the Eligibility Record Date, then to the
Association's Tax-Qualified Employee Plans, then to Supplemental Eligible
Account Holders of record as of the Supplemental Eligibility Record Date, then
to Other Members, and then to directors, officers and employees. Concurrently
with, at any time during, or promptly after the Subscription Offering, and on a
lowest priority basis, an opportunity to subscribe may also be offered to the
general public in a Direct Community Offering. The price of the Holding Company
Conversion Stock will be based upon an independent appraisal of the Association
and will reflect its estimated pro forma market value, as converted. It is the
desire of the Board of Directors of the Association to attract new capital to
the Association in order to increase its capital, support future savings growth
and increase the amount of funds available for residential and other mortgage
lending. The Converted Association is also expected to benefit from its
management and other personnel having a stock ownership in its business, since
stock ownership is viewed as an effective performance incentive and a means of
attracting, retaining and compensating management and other personnel. No change
will be made in the Board of Directors or management as a result of the
Conversion.
II. DEFINITIONS
-----------
Acting in Concert: The term "acting in concert" shall have the same
-----------------
meaning given it in (S)574.2(c) of the Rules and Regulations of the OTS.
Actual Subscription Price: The price per share, determined as
-------------------------
provided in Section V of the Plan, at which Holding Company Conversion Stock
will be sold in the Subscription Offering.
Affiliate: An "affiliate" of, or a Person "affiliated" with, a
---------
specified Person, is a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by or is under common control with,
the Person specified.
Associate: The term "associate," when used to indicate a
---------
relationship with any Person, means (i) any corporation or organization (other
than the Holding Company, the Association or
A-1
<PAGE>
a majority-owned subsidiary of the Holding Company) of which such Person is an
officer or partner or is, directly or indirectly, the beneficial owner of ten
percent or more of any class of equity securities, (ii) any trust or other
estate in which such Person has a substantial beneficial interest or as to which
such Person serves as trustee or in a similar fiduciary capacity, and (iii) any
relative or spouse of such Person, or any relative of such spouse, who has the
same home as such Person or who is a director or officer of the Holding Company
or the Association or any subsidiary of the Holding Company; provided, however,
that any Tax-Qualified or Non-Tax-Qualified Employee Plan shall not be deemed to
be an associate of any director or officer of the Holding Company or the
Association, to the extent provided in Section V hereof.
Association: First Federal Savings and Loan Association of Allen
-----------
Parish, or such other name as the institution may adopt.
Conversion: Change of the Association's charter and bylaws to federal
----------
stock charter and bylaws; sale by the Holding Company of Holding Company
Conversion Stock; and issuance and sale by the Converted Association of
Converted Association Common Stock to the Holding Company, all as provided for
in the Plan.
Converted Association: The federally chartered stock savings
---------------------
institution resulting from the Conversion of the Association in accordance with
the Plan.
Deposit Account: Any withdrawable account or deposit in excess of
---------------
$50 in the Association.
Direct Community Offering: The offering to the general public of any
-------------------------
unsubscribed shares which may be effected as provided in Section V hereof.
Eligibility Record Date: The close of business on May 31, 1995.
-----------------------
Eligible Account Holder: Any Person holding a Qualifying Deposit in
-----------------------
the Association on the Eligibility Record Date.
Exchange Act: The Securities Exchange Act of 1934, as amended.
------------
Holding Company: First Allen Parish Bancorp, Inc., a Delaware
---------------
corporation, which upon completion of the Conversion will own all of the
outstanding common stock of the Converted Association.
Holding Company Conversion Stock: Shares of common stock, par value
--------------------------------
$.01 per share, to be issued and sold by the Holding Company as a part of the
Conversion; provided, however, that for purposes of calculating Subscription
Rights and maximum purchase limitations under the Plan, references to the number
of shares of Holding Company Conversion Stock shall refer to the number of
shares offered in the Subscription Offering.
Market Maker: A dealer (i.e., any Person who engages directly or
------------
indirectly as agent, broker or principal in the business of offering, buying,
selling, or otherwise dealing or trading in securities issued by another Person)
who, with respect to a particular security, (i) regularly
A-2
<PAGE>
publishes bona fide, competitive bid and offer quotations in a recognized inter-
dealer quotation system; or (ii) furnishes bona fide competitive bid and offer
quotations on request; and (iii) is ready, willing, and able to effect
transactions in reasonable quantities at his quoted prices with other brokers or
dealers.
Maximum Subscription Price: The price per share of Holding Company
--------------------------
Conversion Stock to be paid initially by subscribers in the Subscription
Offering.
Member: Any Person or entity that qualifies as a member of the
------
Association pursuant to its charter and bylaws.
Non-Tax-Qualified Employee Plan: Any defined benefit plan or defined
-------------------------------
contribution plan of the Association or the Holding Company, such as an employee
stock ownership plan, stock bonus plan, profit-sharing plan or other plan, which
with its related trust does not meet the requirements to be "qualified" under
Section 401 of the Internal Revenue Code.
OTS: Office of Thrift Supervision, Department of the Treasury.
---
Officer: An executive officer of the Holding Company or the
-------
Association, including the Chairman of the Board, President, Executive Vice
Presidents, Senior Vice Presidents in charge of principal business functions,
Secretary and Treasurer.
Order Forms: Forms to be used in the Subscription Offering and in the
-----------
Direct Community Offering to exercise Subscription Rights.
Other Members: Members of the Association, other than Eligible
-------------
Account Holders, Tax-Qualified Employee Plans or Supplemental Eligible Account
Holders, as of the Voting Record Date.
Person: An individual, a corporation, a partnership, an association,
------
a joint-stock company, a trust, any unincorporated organization, or a government
or political subdivision thereof.
Plan: This Plan of Conversion of the Association, including any
----
amendment approved as provided in this Plan.
Public Offering: The offering for sale by the Underwriters to the
---------------
general public of any shares of Holding Company Conversion Stock not subscribed
for in the Subscription Offering or the Direct Community Offering.
Public Offering Price: The price per share at which any unsubscribed
---------------------
shares of Holding Company Conversion Stock are initially offered for sale in the
Public Offering.
Qualifying Deposit: The aggregate balance of each Deposit Account of
------------------
an Eligible Account Holder as of the Eligibility Record Date or of a
Supplemental Eligible Account Holder as of the Supplemental Eligibility Record
Date.
A-3
<PAGE>
SAIF: Savings Association Insurance Fund.
----
SEC: Securities and Exchange Commission.
---
Special Meeting: The Special Meeting of Members called for the
---------------
purpose of considering and voting upon the Plan of Conversion.
Subscription Offering: The offering of shares of Holding Company
---------------------
Conversion Stock for subscription and purchase pursuant to Section V of the
Plan.
Subscription Rights: Non-transferable, non-negotiable, personal
-------------------
rights of the Association's Eligible Account Holders, Tax-Qualified Employee
Plans, Supplemental Eligible Account Holders, Other Members, and directors,
Officers and employees, or trusts of any such persons including individual
retirement accounts and Keogh accounts, to subscribe for shares of Holding
Company Conversion Stock in the Subscription Offering.
Supplemental Eligibility Record Date: The last day of the calendar
------------------------------------
quarter preceding approval of the Plan by the OTS.
Supplemental Eligible Account Holder: Any person holding a Qualifying
------------------------------------
Deposit in the Association (other than an officer or director and their
associates) on the Supplemental Eligibility Record Date.
Tax-Qualified Employee Plans: Any defined benefit plan or defined
----------------------------
contribution plan of the Association or the Holding Company, such as an employee
stock ownership plan, stock bonus plan, profit-sharing plan or other plan, which
with its related trust meets the requirements to be "qualified" under Section
401 of the Internal Revenue Code.
Underwriters: The investment banking firm or firms agreeing to
------------
purchase Holding Company Conversion Stock in order to offer and sell such
Holding Company Conversion Stock in the Public Offering.
Voting Record Date: The date set by the Board of Directors in
------------------
accordance with federal regulations for determining Members eligible to vote at
the Special Meeting.
III. STEPS PRIOR TO SUBMISSION OF PLAN OF CONVERSION TO THE MEMBERS FOR
------------------------------------------------------------------
APPROVAL
--------
Prior to submission of the Plan of Conversion to its Members for
approval, the Association must receive from the OTS approval of the Application
for Approval of Conversion to convert to the federal stock form of organization.
The following steps must be taken prior to such regulatory approval:
A. The Board of Directors shall adopt the Plan by not less than
a two-thirds vote.
A-4
<PAGE>
B. The Association shall notify its Members of the adoption of
the Plan by publishing a statement in a newspaper having a general
circulation in each community in which the Association maintains an
office.
C. Copies of the Plan adopted by the Board of Directors shall
be made available for inspection at each office of the Association.
D. The Association will promptly cause an Application for
Approval of Conversion on Form AC to be prepared and filed with the
OTS, an Application on Form H-(e)1 (or other applicable form) to be
prepared and filed with the OTS and a Registration Statement on Form
S-1, or other applicable form, to be prepared and filed with the SEC.
E. Upon receipt of notice from the OTS to do so, the
Association shall notify its Members that it has filed the Application
for Approval of Conversion by posting notice in each of its offices
and by publishing notice in a newspaper having general circulation in
each community in which the Association maintains an office.
IV. CONVERSION PROCEDURE
--------------------
Following approval of the application by the OTS, the Plan will be
submitted to a vote of the Members at the Special Meeting. If the Plan is
approved by Members holding a majority of the total number of votes entitled to
be cast at the Special Meeting, the Association will take all other necessary
steps pursuant to applicable laws and regulations to convert to a federal stock
savings institution as part of a concurrent holding company formation pursuant
to the terms of the Plan.
The Holding Company Conversion Stock will be offered for sale in the
Subscription Offering at the Maximum Subscription Price to Eligible Account
Holders, Tax-Qualified Employee Plans, Supplemental Eligible Account Holders,
Other Members and directors, Officers and employees of the Association, prior to
or within 45 days after the date of the Special Meeting. The Association may,
either concurrently with, at any time during, or promptly after the Subscription
Offering, also offer the Holding Company Conversion Stock to and accept
subscriptions from other Persons in a Direct Community Offering; provided that
the Association's Eligible Account Holders, Tax-Qualified Employee Plans,
Supplemental Eligible Account Holders, Other Members and directors, Officers and
employees shall have the priority rights to subscribe for Holding Company
Conversion Stock set forth in Section V of this Plan. However, the Holding
Company and the Association may delay commencing the Subscription Offering
beyond such 45 day period in the event there exist unforeseen material adverse
market or financial conditions. If the Subscription Offering commences prior to
the Special Meeting, subscriptions will be accepted subject to the approval of
the Plan at the Special Meeting.
The period for the Subscription Offering will be not less than 20 days
nor more than 45 days and the period for the Direct Community Offering will be
not more than 45 days, unless extended by the Association. Upon completion of
the Subscription Offering and the Direct Community Offering, if any, any
unsubscribed shares of Holding Company Conversion Stock will, if feasible, be
sold to the Underwriters for resale to the general public in the Public
A-5
<PAGE>
Offering. If for any reason the Public Offering of all shares not sold in the
Subscription Offering and Direct Community Offering cannot be effected, the
Holding Company and the Association will use their best efforts to obtain other
purchasers, subject to OTS approval. Completion of the sale of all shares of
Holding Company Conversion Stock not sold in the Subscription Offering and
Direct Community Offering is required within 45 days after termination of the
Subscription Offering, subject to extension of such 45 day period by the Holding
Company and the Association with the approval of the OTS. The Holding Company
and the Association may jointly seek one or more extensions of such 45 day
period if necessary to complete the sale of all shares of Holding Company
Conversion Stock. In connection with such extensions, subscribers and other
purchasers will be permitted to increase, decrease or rescind their
subscriptions or purchase orders to the extent required by the OTS in approving
the extensions. Completion of the sale of all shares of Holding Company
Conversion Stock is required within 24 months after the date of the Special
Meeting.
V. STOCK OFFERING
--------------
A. Total Number of Shares and Purchase Price of Conversion Stock
-------------------------------------------------------------
The total number of shares of Holding Company Conversion Stock to be
issued and sold in the Conversion will be determined jointly by the Boards of
Directors of the Holding Company and the Association prior to the commencement
of the Subscription Offering, subject to adjustment if necessitated by market or
financial conditions prior to consummation of the Conversion. The total number
of shares of Holding Company Conversion Stock shall also be subject to increase
in connection with any oversubscriptions in the Subscription Offering or Direct
Community Offering.
The aggregate price for which all shares of Holding Company Conversion
Stock will be sold will be based on an independent appraisal of the estimated
total pro forma market value of the Holding Company and the Converted
Association. Such appraisal shall be performed in accordance with OTS guidelines
and will be updated as appropriate under or required by applicable regulations.
The appraisal will be made by an independent investment banking or
financial consulting firm experienced in the area of thrift institution
appraisals. The appraisal will include, among other things, an analysis of the
historical and pro forma operating results and net worth of the Converted
Association and a comparison of the Holding Company, the Converted Association
and the Conversion Stock with comparable thrift institutions and holding
companies and their respective outstanding capital stocks.
Based upon the independent appraisal, the Boards of Directors of the
Holding Company and the Association will jointly fix the Maximum Subscription
Price.
If, following completion of the Subscription Offering and Direct
Community Offering, a Public Offering is effected, the Actual Subscription Price
for each share of Holding Company Conversion Stock will be the same as the
Public Offering Price at which unsubscribed shares of Holding Company Conversion
Stock are initially offered for sale by the Underwriters in the Public Offering.
The Public Offering Price will be a price negotiated by the Holding Company
A-6
<PAGE>
and the Association with the Underwriters, not in excess of the Maximum
Subscription Price. The price paid by the Underwriters for each unsubscribed
share will be the Public Offering Price less a negotiated underwriting discount.
If, upon completion of the Subscription Offering and Direct Community
Offering, all of the Holding Company Conversion Stock is subscribed for or only
a limited number of shares remain unsubscribed for, or if a Public Offering
otherwise cannot be effected, the Actual Subscription Price for each share of
Holding Company Conversion Stock will be determined by dividing the estimated
appraised aggregate pro forma market value of the Holding Company and the
Converted Association, based on the independent appraisal as updated upon
completion of the Subscription Offering or other sale of all of the Holding
Company Conversion Stock, by the total number of shares of Holding Company
Conversion Stock to be issued and sold by the Holding Company upon Conversion.
Such appraisal will then be expressed in terms of a specific aggregate dollar
amount rather than as a range.
B. Subscription Rights
-------------------
Non-transferable Subscription Rights to purchase shares will be issued
without payment therefor to Eligible Account Holders, Tax-Qualified Employee
Plans, Supplemental Eligible Account Holders, Other Members and directors,
Officers and employees of the Association as set forth below.
1. Preference Category No. 1: Eligible Account Holders
-------------------------------------------- -------
Each Eligible Account Holder shall receive non-transferable
Subscription Rights to subscribe for shares of Holding Company
Conversion Stock in an amount equal to the greater of $50,000, one-
tenth of one percent (.10%) of the total offering of shares, or 15
times the product (rounded down to the next whole number) obtained by
multiplying the total number of shares of common stock to be issued by
a fraction of which the numerator is the amount of the qualifying
deposit of the Eligible Account Holder and the denominator is the
total amount of qualifying deposits of all Eligible Account Holders in
the converting Association in each case on the Eligibility Record
Date. If sufficient shares are not available, shares shall be
allocated first to permit each subscribing Eligible Account Holder to
purchase to the extent possible 100 shares, and thereafter among each
subscribing Eligible Account Holder pro rata in the same proportion
that his Qualifying Deposit bears to the total Qualifying Deposits of
all subscribing Eligible Account Holders whose subscriptions remain
unsatisfied.
Non-transferable Subscription Rights to purchase Holding Company
Conversion Stock received by directors and Officers of the Association
and their Associates, based on their increased deposits in the
Association in the one year period preceding the Eligibility Record
Date, shall be subordinated to all other subscriptions involving the
exercise of non-transferable Subscription Rights of Eligible Account
Holders.
A-7
<PAGE>
2. Preference Category No. 2: Tax-Qualified Employee Plans
-------------------------------------------------------
Each Tax-Qualified Employee Plan shall be entitled to receive
non-transferable Subscription Rights to purchase up to 10% of the
shares of Holding Company Conversion Stock, provided that singly or in
the aggregate such plans (other than that portion of such plans which
is self-directed) shall not purchase more than 10% of the shares of
the Holding Company Conversion Stock. Subscription Rights received
pursuant to this Category shall be subordinated to all rights received
by Eligible Account Holders to purchase shares pursuant to Category
No. 1; provided, however, that notwithstanding any other provision of
this Plan to the contrary, the Tax-Qualified Employee Plans shall have
a first priority Subscription Right to the extent that the total
number of shares of Holding Company Conversion Stock sold in the
Conversion exceeds the maximum of the appraisal range as set forth in
the subscription prospectus.
3. Preference Category No. 3: Supplemental Eligible Account
--------------------------------------------------------
Holders
-------
Each Supplemental Eligible Account Holder shall receive non-
transferable Subscription Rights to subscribe for shares of Holding
Company Conversion Stock in an amount equal to the greater of $50,000,
one-tenth of one percent (.10%) of the total offering of shares, or 15
times the product (rounded down to the next whole number) obtained by
multiplying the total number of shares of common stock to be issued by
a fraction of which the numerator is the amount of the qualifying
deposit of the Supplemental Eligible Account Holder and the
denominator is the total amount of qualifying deposits of all
Supplemental Eligible Account Holders in the converting Association in
each case on the Supplemental Eligibility Record Date.
Subscription Rights received pursuant to this category shall be
subordinated to all Subscription Rights received by Eligible Account
Holders and Tax-Qualified Employee Plans pursuant to Category Nos. 1
and 2 above.
Any non-transferable Subscription Rights to purchase shares
received by an Eligible Account Holder in accordance with Category No.
1 shall reduce to the extent thereof the Subscription Rights to be
distributed to such person pursuant to this Category.
In the event of an oversubscription for shares under the
provisions of this subparagraph, the shares available shall be
allocated first to permit each subscribing Supplemental Eligible
Account Holder, to the extent possible, to purchase a number of shares
sufficient to make his total allocation (including the number of
shares, if any, allocated in accordance with Category No. 1) equal to
100 shares, and thereafter among each subscribing Supplemental
Eligible Account Holder pro rata in the same proportion that his
Qualifying Deposit bears to the total Qualifying Deposits of all
subscribing Supplemental Eligible Account Holders whose subscriptions
remain unsatisfied.
4. Preference Category No. 4: Other Members
----------------------------------------
Each Other Member shall receive non-transferable Subscription
Rights to subscribe for shares of Holding Company Conversion Stock
remaining after satisfying
A-8
<PAGE>
the subscriptions provided for under Category Nos. 1 through 3 above,
subject to the following conditions:
a. Each Other Member shall be entitled to subscribe for an
amount of shares equal to the greater of $50,000 or one-tenth of
one percent (.10%) of the total offering of shares of common
stock in the Conversion, to the extent that Holding Company
Conversion Stock is available.
b. In the event of an oversubscription for shares under
the provisions of this subparagraph, the shares available shall
be allocated among the subscribing Other Members pro rata in the
same proportion that his number of votes on the Voting Record
Date bears to the total number of votes on the Voting Record Date
of all subscribing Other Members on such date. Such number of
votes shall be determined based on the Association's mutual
charter and bylaws in effect on the date of approval by members
of this Plan of Conversion.
5. Preference Category No. 5: Directors, Officers and Employees
------------------------------------------------------------
Each director, Officer and employee of the Association as of the
date of the commencement of the Subscription Offering shall be
entitled to receive non-transferable Subscription Rights to purchase
shares of the Holding Company Conversion Stock to the extent that
shares are available after satisfying subscriptions under Category
Nos. 1 through 4 above. The shares which may be purchased under this
Category are subject to the following conditions:
a. The total number of shares which may be purchased under
this Category may not exceed 25% of the number of shares of
Holding Company Conversion Stock.
b. The maximum amount of shares which may be purchased
under this Category by any Person is $50,000 of Holding Company
Conversion Stock. In the event of an oversubscription for shares
under the provisions of this subparagraph, the shares available
shall be allocated pro rata among all subscribers in this
Category.
C. Public Offering and Direct Community Offering
---------------------------------------------
1. Any shares of Holding Company Conversion Stock not
subscribed for in the Subscription Offering may be offered for sale in
a Direct Community Offering. This will involve an offering of all
unsubscribed shares directly to the general public with a preference
to those natural persons residing in the counties in which the
Association maintains its offices. The Direct Community Offering, if
any, shall be for a period of not more than 45 days unless extended by
the Holding Company and the Association, and shall commence
concurrently with, during or promptly after the Subscription Offering.
The purchase price per share to the general public in a Direct
Community Offering shall be the same as the Actual Subscription Price.
The Holding Company and the Association may use an investment banking
firm or firms on a best efforts basis to sell the
A-9
<PAGE>
unsubscribed shares in the Subscription and Direct Community Offering.
The Holding Company and the Association may pay a commission or other
fee to such investment banking firm or firms as to the shares sold by
such firm or firms in the Subscription and Direct Community Offering
and may also reimburse such firm or firms for expenses incurred in
connection with the sale. The Direct Community Offering may include a
syndicated community offering managed by such investment banking firm
or firms. The Holding Company Conversion Stock will be offered and
sold in the Direct Community Offering, in accordance with OTS
regulations, so as to achieve the widest distribution of the Holding
Company Conversion Stock. No person, by himself or herself, or with an
Associate or group of Persons acting in concert, may subscribe for or
purchase more than $50,000 of Holding Company Conversion Stock offered
in the Direct Community Offering. Further, the Association may limit
total subscriptions under this Section V.C.1 so as to assure that the
number of shares available for the Public Offering may be up to a
specified percentage of the number of shares of Holding Company
Conversion Stock. Finally, the Association may reserve shares offered
in the Community Offering for sales to institutional investors.
In the event of an oversubscription for shares in the Community
Offering, shares may be allocated (to the extent shares remain
available) first to cover any reservation of shares for a public
offering or institutional orders, next to cover orders of natural
persons residing in the counties in which the Association maintains
its offices, then to cover the orders of any other person subscribing
for shares in the Community Offering so that each such person may
receive 1,000 shares, and thereafter, on a pro rata basis to such
persons based on the amount of their respective subscriptions.
The Association and the Holding Company, in their sole
discretion, may reject subscriptions, in whole or in part, received
from any Person under this Section V.C.
2. Any shares of Holding Company Conversion Stock not sold in
the Subscription Offering or in the Direct Community Offering, if any,
shall then be sold to the Underwriters for resale to the general
public at the Public Offering Price in the Public Offering. It is
expected that the Public Offering will commence as soon as practicable
after termination of the Subscription Offering and the Direct
Community Offering, if any. The Public Offering shall be completed
within 45 days after the termination of the Subscription Offering,
unless such period is extended as provided in Section IV hereof. The
Public Offering Price and the underwriting discount shall be
determined as provided in Section V.A hereof and set forth in the
underwriting agreement between the Holding Company, the Association
and the Underwriters. Such underwriting agreement shall be filed with
the OTS and the SEC.
3. If for any reason a Public Offering of unsubscribed shares of
Holding Company Conversion Stock cannot be effected and any shares
remain unsold after the Subscription Offering and the Direct Community
Offering, if any, the Boards of Directors of the Holding Company and
the Association will seek to make other arrangements for the sale of
the remaining shares. Such other arrangements will be subject to the
approval of the OTS and to compliance with applicable securities laws.
A-10
<PAGE>
D. Additional Limitations Upon Purchases of Shares of Holding
----------------------------------------------------------
Company Conversion Stock
------------------------
The following additional limitations shall be imposed on all purchases
of Holding Company Conversion Stock in the Conversion:
1. No Person, by himself or herself, or with an Associate or
group of Persons acting in concert, may subscribe for or purchase in
the Conversion a number of shares of Holding Company Conversion Stock
which exceeds $100,000 of the Holding Company Conversion Stock offered
in the Conversion. For purposes of this paragraph, an Associate of a
Person does not include a Tax-Qualified or Non-Tax Qualified Employee
Plan in which the person has a substantial beneficial interest or
serves as a trustee or in a similar fiduciary capacity. Moreover, for
purposes of this paragraph, shares held by one or more Tax-Qualified
or Non-Tax Qualified Employee Plans attributed to a Person shall not
be aggregated with shares purchased directly by or otherwise
attributable to that Person.
2. Directors and Officers and their Associates may not purchase
in all categories in the Conversion an aggregate of more than 35% of
the Holding Company Conversion Stock. For purposes of this paragraph,
an Associate of a Person does not include any Tax-Qualified Employee
Plan. Moreover, any shares attributable to the Officers and directors
and their Associates, but held by one or more Tax-Qualified Employee
Plans shall not be included in calculating the number of shares which
may be purchased under the limitation in this paragraph.
3. The minimum number of shares of Holding Company Conversion
Stock that may be purchased by any Person in the Conversion is 25
shares, provided sufficient shares are available.
4. The Boards of Directors of the Holding Company and the
Association may, in their sole discretion, increase the maximum
purchase limitation referred to in subparagraph 1. herein up to 9.99%,
provided that orders for shares exceeding 5% of the shares being
offered in the Subscription Offering shall not exceed, in the
aggregate, 10% of the shares being offered in the Subscription
Offering. Requests to purchase additional shares of Holding Company
Conversion Stock under this provision will be allocated by the Boards
of Directors on a pro rata basis giving priority in accordance with
the priority rights set forth in this Section V.
Depending upon market and financial conditions, the Boards of
Directors of the Holding Company and the Association, with the approval of the
OTS and without further approval of the Members, may increase or decrease any of
the above purchase limitations.
For purposes of this Section V, the directors of the Holding Company
and the Association shall not be deemed to be Associates or a group acting in
concert solely as a result of their serving in such capacities.
A-11
<PAGE>
Each Person purchasing Conversion Stock in the Conversion shall be
deemed to confirm that such purchase does not conflict with the above purchase
limitations.
E. Restrictions and Other Characteristics of Holding Company
---------------------------------------------------------
Conversion Stock Being Sold
---------------------------
1. Transferability. Holding Company Conversion Stock purchased
---------------
by Persons other than directors and Officers of the Holding Company or
the Association will be transferable without restriction. Shares
purchased by directors or Officers shall not be sold or otherwise
disposed of for value for a period of one year from the date of
Conversion, except for any disposition of such shares (i) following
the death of the original purchaser, or (ii) resulting from an
exchange of securities in a merger or acquisition approved by the
applicable regulatory authorities. Any transfers that could result in
a change of control of the Association or the Holding Company or
result in the ownership by any Person or group acting in concert of
more than 10% of any class of the Association's or the Holding
Company's equity securities are subject to the prior approval of the
OTS.
The certificates representing shares of Holding Company
Conversion Stock issued to directors and Officers shall bear a legend
giving appropriate notice of the one year holding period restriction.
Appropriate instructions shall be given to the transfer agent for such
stock with respect to the applicable restrictions relating to the
transfer of restricted stock. Any shares of common stock of the
Holding Company subsequently issued as a stock dividend, stock split,
or otherwise, with respect to any such restricted stock, shall be
subject to the same holding period restrictions for Holding Company or
Association directors and Officers as may be then applicable to such
restricted stock.
No director or Officer of the Holding Company or of the
Association, or Associate of such a director or Officer, shall
purchase any outstanding shares of capital stock of the Holding
Company for a period of three years following the Conversion without
the prior written approval of the OTS, except through a broker or
dealer registered with the SEC or in a "negotiated transaction"
involving more than one percent of the then-outstanding shares of
common stock of the Holding Company. As used herein, the term
"negotiated transaction" means a transaction in which the securities
are offered and the terms and arrangements relating to any sale are
arrived at through direct communications between the seller or any
Person acting on its behalf and the purchaser or his investment
representative. The term "investment representative" shall mean a
professional investment advisor acting as agent for the purchaser and
independent of the seller and not acting on behalf of the seller in
connection with the transaction.
2. Repurchase and Dividend Rights. For a period of three years
------------------------------
following Conversion, the Converted Association shall not repurchase
any shares of its capital stock, except in the case of an offer to
repurchase on a pro rata basis made to all holders of capital stock of
the Converted Association. Any such offer shall be subject to the
prior approval of the OTS. A repurchase of qualifying shares of a
director shall not be deemed to be a repurchase for purposes of this
Section V.E.2.
A-12
<PAGE>
Present regulations also provide that the Converted Association
may not declare or pay a cash dividend on or repurchase any of its
stock (i) if the result thereof would be to reduce the regulatory
capital of the Converted Association below the amount required for the
liquidation account to be established pursuant to Section XII hereof,
and (ii) except in compliance with requirements of Section 563.134 of
the Rules and Regulations of the OTS.
The above limitations are subject to Section 563b.3 (g)(3) of the
Rules and Regulations of the OTS, which generally provides that the
Converted Association may repurchase its capital stock provided (i) no
repurchases occur within one year following conversion, (ii)
repurchases during the second and third year after conversion are part
of an open market stock repurchase program that does not allow for a
repurchase of more than 5% of the Association's outstanding capital
stock during a twelve-month period without OTS approval, (iii) the
repurchases do not cause the Association to become undercapitalized,
and (iv) the Association provides notice to the OTS at least 10 days
prior to the commencement of a repurchase program and the OTS does not
object. In addition, the above limitations shall not preclude payments
of dividends or repurchases of capital stock by the Converted
Association in the event applicable federal regulatory limitations are
liberalized subsequent to OTS approval of the Plan or as otherwise
permitted by the OTS.
3. Voting Rights. After Conversion, holders of deposit
-------------
accounts will not have voting rights in the Association or the Holding
Company. Exclusive voting rights as to the Association will be vested
in the Holding Company, as the sole stockholder of the Association.
Voting rights as to the Holding Company will be held exclusively by
its stockholders.
F. Exercise of Subscription Rights; Order Forms
--------------------------------------------
1. If the Subscription Offering occurs concurrently with the
solicitation of proxies for the Special Meeting, the subscription
prospectus and Order Form may be sent to each Eligible Account Holder,
Tax-Qualified Employee Plan, Supplemental Eligible Account Holder,
Other Member, and director, Officer and employee at their last known
address as shown on the records of the Association. However, the
Association may, and if the Subscription Offering commences after the
Special Meeting the Association shall, furnish a subscription
prospectus and Order Form only to Eligible Account Holders, Tax-
Qualified Employee Plans, Supplemental Eligible Account Holders, Other
Members, and directors, Officers and employees who have returned to
the Association by a specified date prior to the commencement of the
Subscription Offering a post card or other written communication
requesting a subscription prospectus and Order Form. In such event,
the Association shall provide a postage-paid post card for this
purpose and make appropriate disclosure in its proxy statement for the
solicitation of proxies to be voted at the Special Meeting and/or
letter sent in lieu of the proxy statement to those Eligible Account
Holders, Tax-Qualified Employee Plans or Supplemental Eligible Account
Holders who are not Members on the Voting Record Date.
A-13
<PAGE>
2. Each Order Form will be preceded or accompanied by a
subscription prospectus describing the Holding Company and the
Converted Association and the shares of Holding Company Conversion
Stock being offered for subscription and containing all other
information required by the OTS or the SEC or necessary to enable
Persons to make informed investment decisions regarding the purchase
of Holding Company Conversion Stock.
3. The Order Forms (or accompanying instructions) used for the
Subscription Offering will contain, among other things, the following:
(i) A clear and intelligible explanation of the
Subscription Rights granted under the Plan to Eligible Account
Holders, Tax-Qualified Employee Plans, Supplemental Eligible
Account Holders, Other Members, and directors, Officers and
employees;
(ii) A specified expiration date by which Order Forms
must be returned to and actually received by the Association or
its representative for purposes of exercising Subscription
Rights, which date will be not less than 20 days after the Order
Forms are mailed by the Association;
(iii) The Maximum Subscription Price to be paid for each
share subscribed for when the Order Form is returned;
(iv) A statement that 25 shares is the minimum number
of shares of Holding Company Conversion Stock that may be
subscribed for under the Plan;
(v) A specifically designated blank space for
indicating the number of shares being subscribed for;
(vi) A set of detailed instructions as to how to
complete the Order Form including a statement as to the available
alternative methods of payment for the shares being subscribed
for;
(vii) Specifically designated blank spaces for dating
and signing the Order Form;
(viii) An acknowledgment that the subscriber has received
the subscription prospectus;
(ix) A statement of the consequences of failing to
properly complete and return the Order Form, including a
statement that the Subscription Rights will expire on the
expiration date specified on the Order Form unless such
expiration date is extended by the Holding Company and the
Association, and that the Subscription Rights may be exercised
only by delivering the Order Form, properly completed and
executed, to the Association or its representative by the
expiration date, together with required payment of the Maximum
Subscription Price for all shares of Holding Company Conversion
Stock subscribed for;
A-14
<PAGE>
(x) A statement that the Subscription Rights are non-
transferable and that all shares of Holding Company Conversion
Stock subscribed for upon exercise of Subscription Rights must be
purchased on behalf of the Person exercising the Subscription
Rights for his own account; and
(xi) A statement that, after receipt by the Association
or its representative, a subscription may not be modified,
withdrawn or canceled without the consent of the Association.
G. Method of Payment
-----------------
Payment for all shares of Holding Company Conversion Stock subscribed
for, computed on the basis of the Maximum Subscription Price, must accompany all
completed Order Forms. Payment may be made in cash (if presented in Person), by
check, or, if the subscriber has a Deposit Account in the Association (including
a certificate of deposit), the subscriber may authorize the Association to
charge the subscriber's account.
If a subscriber authorizes the Association to charge his or her
account, the funds will continue to earn interest, but may not be used by the
subscriber until all Holding Company Conversion Stock has been sold or the Plan
of Conversion is terminated, whichever is earlier. The Association will allow
subscribers to purchase shares by withdrawing funds from certificate accounts
without the assessment of early withdrawal penalties with the exception of
prepaid interest in the form of promotional gifts. In the case of early
withdrawal of only a portion of such account, the certificate evidencing such
account shall be canceled if the remaining balance of the account is less than
the applicable minimum balance requirement, in which event the remaining balance
will earn interest at the passbook rate. This waiver of the early withdrawal
penalty is applicable only to withdrawals made in connection with the purchase
of Holding Company Conversion Stock under the Plan of Conversion. Interest will
also be paid, at not less than the then-current passbook rate, on all orders
paid in cash, by check or money order, from the date payment is received until
consummation of the Conversion. Payments made in cash, by check or money order
will be placed by the Association in an escrow or other account established
specifically for this purpose.
In the event of an unfilled amount of any subscription order, the
Converted Association will make an appropriate refund or cancel an appropriate
portion of the related withdrawal authorization, after consummation of the
Conversion, including any difference between the Maximum Subscription Price and
the Actual Subscription Price (unless subscribers are afforded the right to
apply such difference to the purchase of additional whole shares). If for any
reason the Conversion is not consummated, purchasers will have refunded to them
all payments made and all withdrawal authorizations will be canceled in the case
of subscription payments authorized from accounts at the Association.
If any Tax-Qualified Employee Plans or Non-Tax-Qualified Employee
Plans subscribe for shares during the Subscription Offering, such plans will not
be required to pay for the shares subscribed for at the time they subscribe, but
may pay for such shares of Holding Company Conversion Stock subscribed for upon
consummation of the Conversion. In the event that, after the completion of the
Subscription Offering, the amount of shares to be issued is increased above
A-15
<PAGE>
the maximum of the appraisal range included in the Prospectus, the Tax Qualified
and Non-Tax Qualified Employee Plans shall be entitled to increase their
subscriptions by a percentage equal to the percentage increase in the amount of
shares to be issued above the maximum of the appraisal range provided that such
subscriptions shall continue to be subject to applicable purchase limits and
stock allocation procedures.
H. Undelivered, Defective or Late Order Forms; Insufficient Payment
----------------------------------------------------------------
The Boards of Directors of the Holding Company and the Association
shall have the absolute right, in their sole discretion, to reject any Order
Form, including but not limited to, any Order Forms which (i) are not delivered
or are returned by the United States Postal Service (or the addressee cannot be
located); (ii) are not received back by the Association or its representative,
or are received after the termination date specified thereon; (iii) are
defectively completed or executed; (iv) are not accompanied by the total
required payment for the shares of Holding Company Conversion Stock subscribed
for (including cases in which the subscribers' Deposit Accounts or certificate
accounts are insufficient to cover the authorized withdrawal for the required
payment); or (v) are submitted by or on behalf of a Person whose representations
the Boards of Directors of the Holding Company and the Association believe to be
false or who they otherwise believe, either alone or acting in concert with
others, is violating, evading or circumventing, or intends to violate, evade or
circumvent, the terms and conditions of this Plan. In such event, the
Subscription Rights of the Person to whom such rights have been granted will not
be honored and will be treated as though such Person failed to return the
completed Order Form within the time period specified therein. The Association
may, but will not be required to, waive any irregularity relating to any Order
Form or require submission of corrected Order Forms or the remittance of full
payment for subscribed shares by such date as the Association may specify. The
interpretation of the Holding Company and the Association of the terms and
conditions of this Plan and of the proper completion of the Order Form will be
final, subject to the authority of the OTS.
I. Member in Non-Qualified States or in Foreign Countries
------------------------------------------------------
The Holding Company and the Association will make reasonable efforts
to comply with the securities laws of all states in the United States in which
Persons entitled to subscribe for Holding Company Conversion Stock pursuant to
the Plan reside. However, no shares will be offered or sold under the Plan of
Conversion to any such Person who (1) resides in a foreign country or (2)
resides in a state of the United States in which a small number of Persons
otherwise eligible to subscribe for shares under the Plan of Conversion reside
or as to which the Holding Company and the Association determine that compliance
with the securities laws of such state would be impracticable for reasons of
cost or otherwise, including, but not limited to, a requirement that the Holding
Company or the Association or any of their officers, directors or employees
register, under the securities laws of such state, as a broker, dealer, salesman
or agent. No payments will be made in lieu of the granting of Subscription
Rights to any such Person.
A-16
<PAGE>
VI. FEDERAL STOCK CHARTER AND BYLAWS
--------------------------------
A. As part of the Conversion, the Association will take all
appropriate steps to amend its charter to read in the form of federal stock
savings institution charter as prescribed by the OTS. A copy of the proposed
stock charter is available upon request. By their approval of the Plan, the
Members of the Association will thereby approve and adopt such charter.
B. The Association will also take appropriate steps to amend its
bylaws to read in the form prescribed by the OTS for a federal stock savings
institution. A copy of the proposed federal stock bylaws is available upon
request.
C. The effective date of the adoption of the Association's federal
stock charter and bylaws shall be the date of the issuance and sale of the
Holding Company Conversion Stock as specified by the OTS.
VII. HOLDING COMPANY CERTIFICATE OF INCORPORATION
--------------------------------------------
A copy of the proposed certificate of incorporation of the Holding
Company will be made available from the Association upon request.
VIII. DIRECTORS OF THE CONVERTED ASSOCIATION
--------------------------------------
Each Person serving as a member of the Board of Directors of the
Association at the time of the Conversion will thereupon become a director of
the Converted Association.
IX. STOCK OPTION AND INCENTIVE PLAN AND RECOGNITION AND RETENTION PLAN
------------------------------------------------------------------
In order to provide an incentive for directors, Officers and employees
of the Holding Company and its subsidiaries (including the Association), the
Board of Directors of the Holding Company intends to adopt, subject to
shareholder approval, a stock option and incentive plan and a recognition and
retention plan as soon as permitted by applicable regulation.
X. CONTRIBUTIONS TO TAX-QUALIFIED EMPLOYEE PLANS
---------------------------------------------
The Converted Association and the Holding Company may in their
discretion make scheduled contributions to any Tax-Qualified Employee Plans,
provided that any such contributions which are for the acquisition of Holding
Company Conversion Stock, or the repayment of debt incurred for such an
acquisition, do not cause the Converted Association to fail to meet its
regulatory capital requirements.
XI. SECURITIES REGISTRATION AND MARKET MAKING
-----------------------------------------
Promptly following the Conversion, the Holding Company will register
its stock with the SEC pursuant to the Exchange Act. In connection with the
registration, the Holding Company will undertake not to deregister such stock,
without the approval of the OTS, for a period of three years thereafter.
A-17
<PAGE>
The Holding Company shall use its best efforts to encourage and assist
two or more market makers to establish and maintain a market for its common
stock promptly following Conversion. The Holding Company will also use its best
efforts to cause its common stock to be quoted on the National Association of
Securities Dealers, Inc. Automated Quotations System or to be listed on a
national or regional securities exchange.
XII. STATUS OF SAVINGS ACCOUNTS AND LOANS SUBSEQUENT TO CONVERSION
-------------------------------------------------------------
Each Deposit Account holder shall retain, without payment, a
withdrawable Deposit Account or Accounts in the Converted Association, equal in
amount to the withdrawable value of such account holder's Deposit Account or
Accounts prior to Conversion. All Deposit Accounts will continue to be insured
by the Federal Deposit Insurance Corporation up to the applicable limits of
insurance coverage, and shall be subject to the same terms and conditions
(except as to voting and liquidation rights) as such Deposit Account in the
Association at the time of the Conversion. All loans shall retain the same
status after Conversion as these loans had prior to Conversion.
XIII. LIQUIDATION ACCOUNT
-------------------
For purposes of granting to Eligible Account Holders and Supplemental
Eligible Account Holders who continue to maintain Deposit Accounts at the
Converted Association a priority in the event of a complete liquidation of the
Converted Association, the Converted Association will, at the time of
Conversion, establish a liquidation account in an amount equal to the net worth
of the Association as shown on its latest statement of financial condition
contained in the final offering circular used in connection with the Conversion.
The creation and maintenance of the liquidation account will not operate to
restrict the use or application of any of the regulatory capital accounts of the
Converted Association; provided, however, that such regulatory capital accounts
will not be voluntarily reduced below the required dollar amount of the
liquidation account. Each Eligible Account Holder and Supplemental Eligible
Account Holder shall, with respect to the Deposit Account held, have a related
inchoate interest in a portion of the liquidation account balance ("subaccount
balance").
The initial subaccount balance of a Deposit Account held by an
Eligible Account Holder or Supplemental Eligible Account Holder shall be
determined by multiplying the opening balance in the liquidation account by a
fraction of which the numerator is the amount of the Qualifying Deposit in the
Deposit Account on the Eligibility Record Date or the Supplemental Eligibility
Record Date and the denominator is the total amount of the Qualifying Deposits
of all Eligible Account Holders and Supplemental Eligible Account Holders on
such record dates in the Association. Such initial subaccount balance shall not
be increased, and it shall be subject to downward adjustment as provided below.
If the deposit balance in any Deposit Account of an Eligible Account
Holder or Supplemental Eligible Account Holder at the close of business on any
annual closing date subsequent to the record date is less than the lesser of (i)
the deposit balance in such Deposit Account at the close of business on any
other annual closing date subsequent to the Eligibility Record Date or the
Supplemental Eligibility Record Date or (ii) the amount of the Qualifying
A-18
<PAGE>
Deposit in such Deposit Account on the Eligibility Record Date or Supplemental
Eligibility Record Date, the subaccount balance shall be reduced in an amount
proportionate to the reduction in such deposit balance. In the event of a
downward adjustment, the subaccount balance shall not be subsequently increased,
notwithstanding any increase in the deposit balance of the related Deposit
Account. If all funds in such Deposit Account are withdrawn, the related
subaccount balance shall be reduced to zero.
In the event of a complete liquidation of the Association (and only in
such event), each Eligible Account Holder and Supplemental Eligible Account
Holder shall be entitled to receive a liquidation distribution from the
liquidation account in the amount of the then-current adjusted subaccount
balances for Deposit Accounts then held before any liquidation distribution may
be made to stockholders. No merger, consolidation, bulk purchase of assets with
assumptions of Deposit Accounts and other liabilities, or similar transactions
with another institution the accounts of which are insured by the Federal
Deposit Insurance Corporation, shall be considered to be a complete liquidation.
In such transactions, the liquidation account shall be assumed by the surviving
institution.
XIV. RESTRICTIONS ON ACQUISITION OF CONVERTED ASSOCIATION
----------------------------------------------------
Regulations of the OTS limit acquisitions, and offers to acquire,
direct or indirect beneficial ownership of more than 10% of any class of an
equity security of the Converted Association or the Holding Company. In
addition, consistent with the regulations of the OTS, the charter of the
Converted Association shall provide that for a period of five years following
completion of the Conversion: (i) no Person (i.e., no individual, group acting
in concert, corporation, partnership, association, joint stock company, trust,
or unincorporated organization or similar company, syndicate, or any other group
formed for the purpose of acquiring, holding or disposing of securities of an
insured institution) shall directly or indirectly offer to acquire or acquire
beneficial ownership of more than 10% of any class of the Association's equity
securities. Shares beneficially owned in violation of this charter provision
shall not be counted as shares entitled to vote and shall not be voted by any
Person or counted as voting shares in connection with any matter submitted to
the shareholders for a vote. This limitation shall not apply to any offer to
acquire or acquisition of beneficial ownership of more than 10% of the common
stock of the Association by a corporation whose ownership is or will be
substantially the same as the ownership of the Association, provided that the
offer or acquisition is made more than one year following the date of completion
of the Conversion; (ii) shareholders shall not be permitted to cumulate their
votes for elections of directors; and (iii) special meetings of the shareholders
relating to changes in control or amendment of the charter may only be called by
the Board of Directors.
XV. AMENDMENT OR TERMINATION OF PLAN
--------------------------------
If necessary or desirable, the Plan may be amended at any time prior
to submission of the Plan and proxy materials to the Members by a two-thirds
vote of the respective Boards of Directors of the Holding Company and the
Association. After submission of the Plan and proxy materials to the Members,
the Plan may be amended by a two-thirds vote of the respective Boards of
Directors of the Holding Company and the Association only with the concurrence
of the OTS. Any amendments to the Plan made after approval by the Members with
the
A-19
<PAGE>
concurrence of the OTS shall not necessitate further approval by the Members
unless otherwise required.
The Plan may be terminated by a two-thirds vote of the Association's
Board of Directors at any time prior to the Special Meeting of Members, and at
any time following such Special Meeting with the concurrence of the OTS. In its
discretion, the Board of Directors of the Association may modify or terminate
the Plan upon the order or with the approval of the OTS and without further
approval by Members. The Plan shall terminate if the sale of all shares of
Conversion Stock is not completed within 24 months of the date of the Special
Meeting. A specific resolution approved by a majority of the Board of Directors
of the Association is required in order for the Association to terminate the
Plan prior to the end of such 24 month period.
XVI. EXPENSES OF THE CONVERSION
--------------------------
The Holding Company and the Association shall use their best efforts
to assure that expenses incurred by them in connection with the Conversion shall
be reasonable.
XVII. TAX RULING
----------
Consummation of the Conversion is expressly conditioned upon prior
receipt of either a ruling of the United States Internal Revenue Service or an
opinion of tax counsel with respect to federal taxation, and either a ruling of
the Louisiana taxation authorities or an opinion of tax counsel or other tax
advisor with respect to Louisiana taxation, to the effect that consummation of
the transactions contemplated herein will not be taxable to the Holding Company
or the Association.
XVIII. EXTENSION OF CREDIT FOR PURCHASE OF STOCK
-----------------------------------------
The Association may not knowingly loan funds or otherwise extend
credit to any Person to purchase in the Conversion shares of Holding Company
Conversion Stock.
A-20
<PAGE>
CERTIFICATE OF INCORPORATION
OF
FIRST ALLEN PARISH BANCORP, INC.
FIRST: The name of the Corporation is First Allen Parish Bancorp, Inc.
-----
(hereinafter sometimes referred to as the "Corporation").
SECOND: The address of the registered office of the Corporation in the
------
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of the registered agent at that
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
-----
activity for which a corporation may be organized under the General Corporation
Law of Delaware.
FOURTH: A. The total number of shares of all classes of stock which the
------
Corporation shall have the authority to issue is one million (1,000,000)
consisting of:
1. One hundred thousand (100,000) shares of preferred
stock, par value one cent ($.01) per share (the "Preferred Stock"); and
2. Nine hundred thousand (900,000) shares of common stock,
par value one cent ($.01) per share (the "Common Stock").
B. The Board of Directors is hereby expressly authorized,
subject to any limitations prescribed by law, to provide for the issuance of the
shares of Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware (such certificate being hereinafter
referred to as a "Preferred Stock Designation"), to establish from time to time
the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and any qualifications, limitations or restrictions thereof. The number of
authorized shares of the Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the Common Stock, without a vote of the holders of
the Preferred Stock, or of any series thereof, unless a vote of any such holders
is required pursuant to the terms of any Preferred Stock Designation.
C. 1. Notwithstanding any other provision of this Certificate
of Incorporation, in no event shall any record owner of any outstanding
Common Stock which is beneficially owned, directly or indirectly, by a
person who, as of any record date for the determination of stockholders
entitled to vote on any matter, beneficially owns in excess of 10% of the
then-outstanding shares of Common Stock (the "Limit"), be entitled, or
permitted to any vote in respect of the shares held in excess of the Limit.
The number of votes which may be cast by any record owner by virtue of the
provisions hereof in respect of Common Stock beneficially owned by such
person beneficially owning shares in excess of the Limit shall be a number
equal to the total number of votes which a single record owner of all
Common Stock owned by such person would be entitled to cast (subject to
this Article FOURTH), multiplied by a fraction, the numerator of which is
the number of shares of such class or
<PAGE>
series which are both beneficially owned by such person and owned of record
by such record owner and the denominator of which is the total number of
shares of Common Stock beneficially owned by such person owning shares in
excess of the Limit.
2. The following definitions shall apply to this Section C
of this Article FOURTH:
(a) An "Affiliate" shall have the meaning ascribed to
it in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended, as in effect on the date
of filing of this Certificate of Incorporation.
(b) "Beneficial ownership" shall be determined
pursuant to Rule 13d-3 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended, (or any successor rule or
statutory provision), or, if said Rule 13d-3 shall be rescinded and
there shall be no successor rule or statutory provision thereto,
pursuant to said Rule 13d-3 as in effect on the date of filing of this
Certificate of Incorporation; provided, however, that a person shall,
in any event, also be deemed the "beneficial owner" of any Common
Stock:
(1) which such person or any of its affiliates
beneficially owns, directly or indirectly; or
(2) which such person or any of its affiliates
has (i) the right to acquire (whether such right is
exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding (but
shall not be deemed to be the beneficial owner of any voting
shares solely by reason of an agreement, contract, or other
arrangement with this Corporation to effect any transaction
which is described in any one or more of the clauses 1
through 5 of Section A of Article EIGHTH) or upon the
exercise of conversion rights, exchange rights, warrants, or
options or otherwise, or (ii) sole or shared voting or
investment power with respect thereto pursuant to any
agreement, arrangement, understanding, relationship or
otherwise (but shall not be deemed to be the beneficial
owner of any voting shares solely by reason of a revocable
proxy granted for a particular meeting of stockholders,
pursuant to a public solicitation of proxies for such
meeting, with respect to shares of which neither such person
nor any such affiliate is otherwise deemed the beneficial
owner); or
(3) which is beneficially owned, directly or
indirectly, by any other person with which such first
mentioned person or any of its affiliates acts as a
partnership, limited partnership, syndicate or other group
pursuant to any agreement, arrangement or
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understanding for the purpose of acquiring, holding, voting
or disposing of any shares of capital stock of this
Corporation;
and provided further, however, that (1) no director or officer of
this Corporation (or any affiliate of any such director or
officer) shall, solely by reason of any or all of such directors
or officers acting in their capacities as such, be deemed, for
any purposes hereof, to beneficially own any Common Stock
beneficially owned by any other such director or officer (or any
affiliate thereof), and (2) neither any employee stock ownership
or similar plan of this Corporation or any subsidiary of this
Corporation nor any trustee with respect thereto (or any
affiliate of such trustee) shall, solely by reason of such
capacity of such trustee, be deemed, for any purposes hereof, to
beneficially own any Common Stock held under any such plan. For
purposes of computing the percentage beneficial ownership of
Common Stock of a person, the outstanding Common Stock shall
include shares deemed owned by such person through application of
this subsection but shall not include any other Common Stock
which may be issuable by this Corporation pursuant to any
agreement, or upon exercise of conversion rights, warrants or
options, or otherwise. For all other purposes, the outstanding
Common Stock shall include only Common Stock then outstanding and
shall not include any Common Stock which may be issuable by this
Corporation pursuant to any agreement, or upon the exercise of
conversion rights, warrants or options, or otherwise.
(c) The "Limit" shall mean 10% of the then-outstanding
shares of Common Stock.
(d) A "person" shall mean any individual, firm,
corporation, or other entity.
3. The Board of Directors shall have the power to construe
and apply the provisions of this section and to make all determinations
necessary or desirable to implement such provisions, including but not
limited to matters with respect to (i) the number of shares of Common Stock
beneficially owned by any person, (ii) whether a person is an affiliate of
another, (iii) whether a person has an agreement, arrangement, or
understanding with another as to the matters referred to in the definition
of beneficial ownership, (iv) the application of any other definition or
operative provision of this Section to the given facts, or (v) any other
matter relating to the applicability or effect of this Section.
4. The Board of Directors shall have the right to demand
that any person who is reasonably believed to beneficially own Common Stock
in excess of the Limit (or holds of record Common Stock beneficially owned
by any person in excess of the Limit) (a "Holder in Excess") supply the
Corporation with complete information as to (1) the record owner(s) of all
shares beneficially owned by such Holder in Excess, and (2) any other
factual matter relating to the applicability or effect
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of this section as may reasonably be requested of such Holder in Excess.
The Board of Directors shall further have the right to receive from any
Holder in Excess reimbursement for all expenses incurred by the Board in
connection with its investigation of any matters relating to the
applicability or effect of this section on such Holder in Excess, to the
extent such investigation is deemed appropriate by the Board of Directors
as a result of the Holder in Excess refusing to supply the Corporation with
the information described in the previous sentence.
5. Except as otherwise provided by law or expressly
provided in this Section C, the presence, in person or by proxy, of the
holders of record of shares of capital stock of the Corporation entitling
the holders thereof to cast one-third of the votes (after giving effect, if
required, to the provisions of this Section C) entitled to be cast by the
holders of shares of capital stock of the Corporation entitled to vote
shall constitute a quorum at all meetings of the stockholders, and every
reference in this Certificate of Incorporation to a majority or other
proportion of capital stock (or the holders thereof) for purposes of
determining any quorum requirement or any requirement for stockholder
consent or approval shall be deemed to refer to such majority or other
proportion of the votes (or the holders thereof) then entitled to be cast
in respect of such capital stock.
6. Any constructions, applications, or determinations made
by the Board of Directors, pursuant to this Section in good faith and on
the basis of such information and assistance as was then reasonably
available for such purpose, shall be conclusive and binding upon the
Corporation and its stockholders.
7. In the event any provision (or portion thereof) of this
Section C shall be found to be invalid, prohibited or unenforceable for any
reason, the remaining provisions (or portions thereof) of this Section
shall remain in full force and effect, and shall be construed as if such
invalid, prohibited or unenforceable provision had been stricken herefrom
or otherwise rendered inapplicable, it being the intent of this Corporation
and its stockholders that each such remaining provision (or portion
thereof) of this Section C remain, to the fullest extent permitted by law,
applicable and enforceable as to all stockholders, including stockholders
owning an amount of stock over the Limit, notwithstanding any such finding.
FIFTH: The following provisions are inserted for the management of the
-----
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
A. The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors. In addition to the powers
and authority expressly conferred upon them by Statute or by this Certificate of
Incorporation or the Bylaws of the Corporation, the directors are hereby
empowered to exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation.
B. The directors of the Corporation need not be elected by
written ballot unless the Bylaws so provide.
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C. Subject to the rights of holders of any class or series of
Preferred Stock, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders.
D. Subject to the rights of holders of any class or series of
Preferred Stock, special meetings of stockholders of the Corporation may be
called only by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of directors which the Corporation would have if
there were no vacancies on the Board of Directors (the "Whole Board").
SIXTH: A. The number of directors shall be fixed from time to time
-----
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the Whole Board. The directors, other than those who may be elected
by the holders of any class or series of Preferred Stock, shall be divided into
three classes, with the term of office of the first class to expire at the
conclusion of the first annual meeting of stockholders, the term of office of
the second class to expire at the conclusion of the annual meeting of
stockholders one year thereafter and the term of office of the third class to
expire at the conclusion of the annual meeting of stockholders two years
thereafter, with each director to hold office until his or her successor shall
have been duly elected and qualified. At each annual meeting of stockholders
following such initial classification and election, directors elected to succeed
those directors whose terms expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders after their
election, with each director to hold office until his or her successor shall
have been duly elected and qualified.
B. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause may be filled only by a majority vote of the
directors then in office, though less than a quorum, and directors so chosen
shall hold office for a term expiring at the annual meeting of stockholders at
which the term of office of the class to which they have been elected expires,
and until such director's successor shall have been duly elected and qualified.
No decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.
C. Advance notice of stockholder nominations for the election
of directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
Bylaws of the Corporation.
D. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any directors, or the entire Board of
Directors, may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least 80% of the voting power of
all of the then-outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors (after giving effect to the
provisions of Article FOURTH of this Certificate of Incorporation), voting
together as a single class.
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SEVENTH: The Board of Directors is expressly empowered to adopt, amend or
-------
repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the
Bylaws of the Corporation by the Board of Directors shall require the approval
of a majority of the Whole Board. The stockholders shall also have power to
adopt, amend or repeal the Bylaws of the Corporation; provided, however, that,
in addition to any vote of the holders of any class or series of stock of this
Corporation required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least 80% of the voting power of all of
the then-outstanding shares of the capital stock of the Corporation entitled to
vote generally in the election of directors (after giving effect to the
provisions of Article FOURTH hereof), voting together as a single class, shall
be required to adopt, amend or repeal any provisions of the Bylaws of the
Corporation.
EIGHTH: A. In addition to any affirmative vote required by law or this
------
Certificate of Incorporation, and except as otherwise expressly provided in this
Article EIGHTH:
1. any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (i) any Interested Stockholder (as
hereinafter defined) or (ii) any other corporation (whether or not itself
an Interested Stockholder) which is, or after such merger or consolidation
would be, an Affiliate (as hereinafter defined) of an Interested
Stockholder; or
2. any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of transactions) to or
with any Interested Stockholder, or any Affiliate of any Interested
Stockholder, of any assets of the Corporation or any Subsidiary having an
aggregate Fair Market Value (as hereafter defined) equaling or exceeding
25% or more of the combined assets of the Corporation and its Subsidiaries;
or
3. the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) of any
securities of the Corporation or any Subsidiary to any Interested
Stockholder or any Affiliate of any Interested Stockholder in exchange for
cash, securities or other property (or a combination thereof) having an
aggregate Fair Market Value equaling or exceeding 25% of the combined Fair
Market Value of the outstanding common stock of the Corporation and its
Subsidiaries except pursuant to an employee benefit plan of the Corporation
or any Subsidiary thereof; or
4. the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation proposed by or on behalf of
any Interested Stockholder or any Affiliate of any Interested Stockholder;
or
5. any reclassification of securities (including any
reverse stock split), or recapitalization of the Corporation, or any merger
or consolidation of the Corporation with any of its Subsidiaries or any
other transaction (whether or not with or into or otherwise involving an
Interested Stockholder) which has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares of any class
of equity or convertible securities of the Corporation or any
Subsidiary which is directly or indirectly owned by any Interested
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<PAGE>
Stockholder or any Affiliate of any Interested Stockholder (a
"Disproportionate Transaction"); provided, however, that no such
transaction shall be deemed a Disproportionate Transaction if the increase
in the proportionate ownership of the Interested Stockholder or Affiliate
as a result of such transaction is no greater than the increase experienced
by the other stockholders generally;
shall require the affirmative vote of the holders of at least 80% of the voting
power of the then-outstanding shares of stock of the Corporation entitled to
vote in the election of directors (the "Voting Stock") (after giving effect to
the provisions of Article FOURTH), voting together as a single class. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by law or by any other
provisions of this Certificate of Incorporation or any Preferred Stock
Designation or in any agreement with any national securities exchange or
quotation system or otherwise.
The term "Business Combination" as used in this Article EIGHTH
shall mean any transaction which is referred to in any one or more of paragraphs
1 through 5 of Section A of this Article EIGHTH.
B. The provisions of Section A of this Article EIGHTH shall not
be applicable to any particular Business Combination, and such Business
Combination shall require only the affirmative vote of the majority of the
outstanding shares of capital stock entitled to vote after giving effect to the
provisions of Article FOURTH, or such vote (if any) as is required by law or by
this Certificate of Incorporation, if, in the case of any Business Combination
that does not involve any cash or other consideration being received by the
stockholders of the Corporation solely in their capacity as stockholders of the
Corporation, the condition specified in the following paragraph 1 is met or, in
the case of any other Business Combination, all of the conditions specified in
either of the following paragraphs 1 and 2 are met:
1. The Business Combination shall have been approved by a
majority of the Disinterested Directors (as hereinafter defined).
2. All of the following conditions shall have been met:
(a) The aggregate amount of the cash and the Fair Market
Value as of the date of the consummation of the Business Combination
of consideration other than cash to be received per share by the
holders of Common Stock in such Business Combination shall at least be
equal to the higher of the following:
(1) (if applicable) the Highest Per Share Price (as
hereinafter defined), including any brokerage commissions,
transfer taxes and soliciting dealers' fees, paid by the
Interested Stockholder or any of its Affiliates for any
shares of Common Stock acquired by it (i) within the two-
year period immediately prior to the first public
announcement of the proposal of the Business Combination
(the "Announcement Date"), or (ii)
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<PAGE>
in the transaction in which it became an Interested
Stockholder, whichever is higher.
(2) the Fair Market Value per share of Common Stock on
the Announcement Date or on the date on which the Interested
Stockholder became an Interested Stockholder (such latter
date is referred to in this Article EIGHTH as the
"Determination Date"), whichever is higher.
(b) The aggregate amount of the cash and the Fair Market
Value as of the date of the consummation of the Business
Combination of consideration other than cash to be received per
share by holders of shares of any class of outstanding Voting
Stock other than Common Stock shall be at least equal to the
highest of the following (it being intended that the requirements
of this subparagraph (b) shall be required to be met with respect
to every such class of outstanding Voting Stock, whether or not
the Interested Stockholder has previously acquired any shares of
a particular class of Voting Stock):
(1) (if applicable) the Highest Per Share Price (as
hereinafter defined), including any brokerage commissions,
transfer taxes and soliciting dealers' fees, paid by the
Interested Stockholder for any shares of such class of
Voting Stock acquired by it (i) within the two-year period
immediately prior to the Announcement Date, or (ii) in the
transaction in which it became an Interested Stockholder,
whichever is higher;
(2) (if applicable) the highest preferential amount
per share to which the holders of shares of such class of
Voting Stock are entitled in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation; and
(3) the Fair Market Value per share of such class of
Voting Stock on the Announcement Date or on the
Determination Date, whichever is higher.
(c) The consideration to be received by holders of a
particular class of outstanding Voting Stock (including Common
Stock) shall be in cash or in the same form as the Interested
Stockholder has previously paid for shares of such class of
Voting Stock. If the Interested Stockholder has paid for shares
of any class of Voting Stock with varying forms of consideration,
the form of consideration to be received per share by holders of
shares of such class of Voting Stock shall be either cash or the
form used to acquire the largest number of shares of such class
of Voting Stock previously acquired by the Interested
Stockholder. The price determined in accordance with subparagraph
B.2 of this Article EIGHTH shall
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<PAGE>
be subject to appropriate adjustment in the event of any stock
dividend, stock split, combination of shares or similar event.
(d) After such Interested Stockholder has become an
Interested Stockholder and prior to the consummation of such
Business Combination: (1) except as approved by a majority of the
Disinterested Directors, there shall have been no failure to
declare and pay at the regular date therefor any full quarterly
dividends (whether or not cumulative) on any outstanding stock
having preference over the Common Stock as to dividends or
liquidation; (2) there shall have been (i) no reduction in the
annual rate of dividends paid on the Common Stock (except as
necessary to reflect any subdivision of the Common Stock), except
as approved by a majority of the Disinterested Directors, and
(ii) an increase in such annual rate of dividends as necessary to
reflect any reclassification (including any reverse stock split),
recapitalization, reorganization or any similar transaction which
has the effect of reducing the number of outstanding shares of
Common Stock, unless the failure to so increase such annual rate
is approved by a majority of the Disinterested Directors; and (3)
neither such Interested Stockholder nor any of its Affiliates
shall have become the beneficial owner of any additional shares
of Voting Stock except as part of the transaction which results
in such Interested Stockholder becoming an Interested
Stockholder.
(e) After such Interested Stockholder has become an
Interested Stockholder, such Interested Stockholder shall not
have received the benefit, directly or indirectly (except
proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax
credits or other tax advantages provided, directly or indirectly,
by the Corporation, whether in anticipation of or in connection
with such Business Combination or otherwise.
(f) A proxy or information statement describing the
proposed Business Combination and complying with the requirements
of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder (or any subsequent provisions
replacing such Act, rules or regulations thereunder) shall be
mailed to stockholders of the Corporation at least 30 days prior
to the consummation of such Business Combination (whether or not
such proxy or information statement is required to be mailed
pursuant to such Act or subsequent provisions).
C. For the purposes of this Article EIGHTH:
1. A "Person" shall include an individual, a group acting
in concert, a corporation, a partnership, an association, a joint venture,
a pool, a joint stock company, a trust, an unincorporated organization or
similar company, a syndicate or any other group formed for the purpose of
acquiring, holding or disposing of securities or any other entity.
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2. "Interested Stockholder" shall mean any Person (other
than the Corporation or any holding company or Subsidiary thereof) who or
which:
(a) is the beneficial owner, directly or indirectly,
of more than 10% of the outstanding Voting Stock; or
(b) is an Affiliate of the Corporation and at any time
within the two-year period immediately prior to the date in question
was the beneficial owner, directly or indirectly, of 10% or more of
the voting power of the then-outstanding Voting Stock; or
(c) is an assignee of or has otherwise succeeded to
any shares of Voting Stock which were at any time within the two-year
period immediately prior to the date in question beneficially owned by
any Interested Stockholder, if such assignment or succession shall
have occurred in the course of a transaction or series of transactions
not involving a public offering within the meaning of the Securities
Act of 1933, as amended.
3. For purposes of this Article EIGHTH, "beneficial
ownership" shall be determined in the manner provided in Section C of
Article FOURTH hereof.
4. For the purpose of determining whether a Person is an
Interested Stockholder pursuant to Paragraph 2 of this Section C, the
number of shares of Voting Stock deemed to be outstanding shall include
shares deemed owned through application of Paragraph 3 of this Section C
but shall not include any other shares of Voting Stock which may be
issuable pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise.
5. "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, as in
effect on the date of filing of this Certificate of Incorporation.
6. "Subsidiary" means any corporation of which a majority
of any class of equity security is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the definition of
Interested Stockholder set forth in Paragraph 2 of this Section C, the term
"Subsidiary" shall mean only a corporation of which a majority of each
class of equity security is owned, directly or indirectly, by the
Corporation.
7. "Disinterested Director" means any member of the Board
of Directors who is unaffiliated with the Interested Stockholder and was a
member of the Board of Directors prior to the time that the Interested
Stockholder became an Interested Stockholder, and any director who is
thereafter chosen to fill any vacancy on the Board of Directors or who is
elected and who, in either event, is unaffiliated with the Interested
Stockholder, and in connection with his or her initial assumption of office
is recommended for appointment or election by a majority of Disinterested
Directors then on the Board of Directors.
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8. "Fair Market Value" means:
(a) in the case of stock, the highest closing sales
price of the stock during the 30-day period immediately preceding the
date in question of a share of such stock of the National Association
of Securities Dealers Automated Quotations ("NASDAQ") System or any
system then in use, or, if such stock is admitted to trading on a
principal United States securities exchange registered under the
Securities Exchange Act of 1934, as amended, Fair Market Value shall
be the highest sale price reported during the 30-day period preceding
the date in question, or, if no such quotations are available, the
Fair Market Value on the date in question of a share of such stock as
determined by the Board of Directors in good faith, in each case with
respect to any class of stock, appropriately adjusted for any dividend
or distribution in shares of such stock or any stock split or
reclassification of outstanding shares of such stock into a greater
number of shares of such stock or any combination or reclassification
of outstanding shares of such stock into a smaller number of shares of
such stock, and
(b) in the case of property other than cash or stock,
the Fair Market Value of such property on the date in question as
determined by the Board of Directors in good faith.
9. Reference to "Highest Per Share Price" shall in each
case with respect to any class of stock reflect an appropriate adjustment
for any dividend or distribution in shares of such stock or any stock split
or reclassification of outstanding shares of such stock into a greater
number of shares of such stock or any combination or reclassification of
outstanding shares of such stock into a smaller number of shares of such
stock.
10. In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than cash to be
received" as used in Subparagraphs (a) and (b) of Paragraph 2 of Section B
of this Article EIGHTH shall include the shares of Common Stock and/or the
shares of any other class of outstanding Voting Stock retained by the
holders of such shares.
D. A majority of the Disinterested Directors of the Corporation
shall have the power and duty to determine for the purposes of this Article
EIGHTH, on the basis of information known to them after reasonable inquiry: (a)
whether a person is an Interested Stockholder; (b) the number of shares of
Voting Stock beneficially owned by any person; (c) whether a person is an
Affiliate or Associate of another; and (d) whether the assets which are the
subject of any Business Combination have, or the consideration to be received
for the issuance or transfer of securities by the Corporation or any Subsidiary
in any Business Combination has an aggregate Fair Market Value equaling or
exceeding 25% of the combined Fair Market Value of the common stock of the
Corporation and its Subsidiaries. A majority of the Disinterested Directors
shall have the further power to interpret all of the terms and provisions of
this Article EIGHTH.
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E. Nothing contained in this Article EIGHTH shall be construed
to relieve any Interested Stockholder from any fiduciary obligation imposed by
law.
F. Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by law, this Certificate
of Incorporation or any Preferred Stock Designation, the affirmative vote of the
holders of at least 80% of the voting power of all of the then-outstanding
shares of the Voting Stock, voting together as a single class, shall be required
to alter, amend or repeal this Article EIGHTH.
NINTH: The Board of Directors of the Corporation, when evaluating any
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offer of another Person (as defined in Article EIGHTH hereof) to (A) make a
tender or exchange offer for any equity security of the Corporation, (B) merge
or consolidate the Corporation with another corporation or entity or (C)
purchase or otherwise acquire all or substantially all of the properties and
assets of the Corporation, may, in connection with the exercise of its judgment
in determining what is in the best interest of the Corporation and its
stockholders, give due consideration to all relevant factors, including, without
limitation, those factors that Directors of any subsidiary of the Corporation
may consider in evaluating any action that may result in a change or potential
change in control of the subsidiary, and the social and economic effect of
acceptance of such offer: on the Corporation's present and future customers and
employees and those of its Subsidiaries (as defined in Article EIGHTH hereof);
on the communities in which the Corporation and its Subsidiaries operate or are
located; on the ability of the Corporation to fulfill its corporate objectives
as a financial institution holding company under applicable laws and regulations
and on the ability of its subsidiary financial institution to fulfill the
objectives of a federally insured financial institution under applicable
statutes and regulations.
TENTH: A. Except as set forth in Section B of this Article TENTH, in
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addition to any affirmative vote of stockholders required by law or this
Certificate of Incorporation, any direct or indirect purchase or other
acquisition by the Corporation of any Equity Security (as hereinafter defined)
of any class from any Interested Person (as hereinafter defined) shall require
the affirmative vote of the holders of at least 80% of the Voting Stock of the
Corporation that is not beneficially owned (for purposes of this Article TENTH
beneficial ownership shall be determined in accordance with Section C.2(b) of
Article FOURTH hereof) by such Interested Person, voting together as a single
class. Such affirmative vote shall be required notwithstanding the fact that no
vote may be required, or that a lesser percentage may be specified, by law or by
any other provisions of this Certificate of Incorporation or any Preferred Stock
Designation or in any agreement with any national securities exchange or
quotation system, or otherwise. Certain defined terms used in this Article
TENTH are as set forth in Section C below.
B. The provisions of Section A of this Article TENTH shall not
be applicable with respect to:
1. any purchase or other acquisition of securities made as
part of a tender or exchange offer by the Corporation or a Subsidiary
(which term, as used in this Article TENTH, is as defined in the first
clause of Section C.6 of Article EIGHTH hereof) of the
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Corporation to purchase securities of the same class made on the same terms
to all holders of such securities and complying with the applicable
requirements of the Securities Exchange Act of 1934 and the rules and
regulations thereunder (or any subsequent provision replacing such Act,
rules or regulations);
2. any purchase or acquisition made pursuant to an open
market purchase program approved by a majority of the Board of Directors,
including a majority of the Disinterested Directors (which term, as used in
this Article TENTH, is as defined in Article EIGHTH hereof); or
3. any purchase or acquisition which is approved by a
majority of the Board of Directors, including a majority of the
Disinterested Directors, and which is made at no more than the Market Price
(as hereinafter defined), on the date that the understanding between the
Corporation and the Interested Person is reached with respect to such
purchase (whether or not such purchase is made or a written agreement
relating to such purchase is executed on such date), of shares of the class
of Equity Security to be purchased.
C. For the purposes of this Article TENTH:
1. The term Interested Person shall mean any Person (other
than the Corporation, Subsidiaries of the Corporation, pension, profit
sharing, employee stock ownership or other employee benefit plans of the
Corporation and its Subsidiaries, entities organized or established by the
Corporation or any of its Subsidiaries pursuant to the terms of such plans
and trustees and fiduciaries with respect to any such plan acting in such
capacity) that is the direct or indirect beneficial owner of 5% or more of
the Voting Stock of the Corporation, and any Affiliate or Associate of any
such person.
2. The Market Price of shares of a class of Equity
Security on any day shall mean the highest sale price of shares of such
class of Equity Security on such day, or, if that day is not a trading day,
on the trading day immediately preceding such day, on the national
securities exchange or the NASDAQ System or any other system then in use on
which such class of Equity Security is traded.
3. The term Equity Security shall mean any security
described in Section 3(a)(11) of the Securities Exchange Act of 1934, as in
effect on September 20, 1993, which is traded on a national securities
exchange or the NASDAQ System or any other system then in use.
4. For purposes of this Article TENTH, all references to
the term Interested Stockholder in the definition of Disinterested Director
shall be deemed to refer to the term Interested Person.
ELEVENTH: A. Each person who was or is made a party or is threatened to
--------
be made a party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a director or an
officer of the Corporation or is or was serving at the request of the
Corporation as a director or officer of another corporation, including, without
limitation,
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<PAGE>
any Subsidiary (as defined in Article EIGHTH herein), partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director or officer or
in any other capacity while serving as a director or officer, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section C hereof with
respect to proceedings to enforce rights to indemnification, the Corporation
shall indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation.
B. The right to indemnification conferred in Section A of this
Article ELEVENTH shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however, that,
if the Delaware General Corporation Law requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication"), that such indemnitee is not entitled to be indemnified for such
expenses under this Section or otherwise. The rights to indemnification and to
the advancement of expenses conferred in Sections A and B of this Article
ELEVENTH shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a director or officer and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article ELEVENTH is
not paid in full by the Corporation within sixty days after a written claim has
been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole
or in part in any such suit, or in a suit brought by the Corporation to recover
an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall also be entitled to be paid the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (ii) in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
any applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board of
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<PAGE>
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article ELEVENTH or otherwise shall be on
the Corporation.
D. The rights to indemnification and to the advancement of
expenses conferred in this Article ELEVENTH shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute, the
Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to
time by a majority vote of the Disinterested Directors, grant rights to
indemnification and to the advancement of expenses to any employee or agent of
the Corporation to the fullest extent of the provisions of this Article with
respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.
TWELFTH: A director of this Corporation shall not be personally liable to
-------
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is hereafter amended
to further eliminate or limit the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
THIRTEENTH: The Corporation reserves the right to amend or repeal any
----------
provision contained in this Certificate of Incorporation in the manner
prescribed
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<PAGE>
by the laws of the State of Delaware and all rights conferred upon stockholders
are granted subject to this reservation; provided, however, that,
notwithstanding any other provision of this Certificate of Incorporation or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any vote of the holders of any class or series of the stock of this
Corporation required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least 80% of the voting power of all of
the then-outstanding shares of the capital stock of the Corporation entitled to
vote generally in the election of directors (after giving effect to the
provisions of Article FOURTH), voting together as a single class, shall be
required to amend or repeal this Article THIRTEENTH, Section C of Article
FOURTH, Sections C or D of Article FIFTH, Article SIXTH, Article SEVENTH,
Article EIGHTH, Article TENTH or Article ELEVENTH.
FOURTEENTH: The name and mailing address of the sole incorporator are as
----------
follows:
NAME MAILING ADDRESS
---- ---------------
Charles L. Galligan 222 South 10th Street
Oakdale, Louisiana 71463-2913
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<PAGE>
I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation under the laws of the State of Delaware, do make, file and record
this Certificate of Incorporation, do certify that the facts herein stated are
true, and, accordingly, have hereto set my hand this ____ day of ____, 1996.
_______________________________________
Charles L. Galligan
Incorporator
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<PAGE>
FIRSH ALLEN PARISH BANCORP, INC.
BYLAWS
ARTICLE I - STOCKHOLDERS
Section 1. Annual Meeting.
--------------
An annual meeting of the stockholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place, on such
date, and at such time as the Board of Directors shall each year fix.
Section 2. Special Meetings.
----------------
Subject to the rights of the holders of any class or series of preferred
stock of the Corporation, special meetings of stockholders of the Corporation
may be called only by the Board of Directors pursuant to a resolution adopted by
a majority of the total number of directors which the Corporation would have if
there were no vacancies on the Board of Directors (hereinafter the "Whole
Board").
Section 3. Notice of Meetings.
------------------
Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time by
the Delaware General Corporation Law or the Certificate of Incorporation of the
Corporation).
When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 4. Quorum.
------
At any meeting of the stockholders, the holders of at least one-third of
all of the shares of the stock entitled to vote at the meeting, present in
person or by proxy (after giving effect to the provisions of Article FOURTH of
the Corporation's Certificate of Incorporation), shall constitute a quorum for
all purposes, unless or except to the extent that the presence of a larger
number may be required by law. Where a separate vote by a class or classes is
required, a majority of the shares of such class or classes, present in person
or represented by proxy (after giving effect to the provisions of Article FOURTH
of the Corporation's Certificate of Incorporation), shall constitute a quorum
entitled to take action with respect to that vote on that matter.
<PAGE>
If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date
or time.
If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present in person or by proxy constituting a quorum, then except as otherwise
required by law, those present in person or by proxy at such adjourned meeting
shall constitute a quorum, and all matters shall be determined by a majority of
the votes cast at such meeting.
Section 5. Organization.
------------
Such person as the Board of Directors may have designated or, in the
absence of such a person, the President of the Corporation or, in his or her
absence, such person as may be chosen by the holders of a majority of the shares
entitled to vote who are present, in person or by proxy, shall call to order any
meeting of the stockholders and act as chairman of the meeting. In the absence
of the Secretary of the Corporation, the secretary of the meeting shall be such
person as the chairman appoints.
Section 6. Conduct of Business.
-------------------
(a) The chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of discussion as seem to him or her in
order. The date and time of the opening and closing of the polls for each matter
upon which the stockholders will vote at the meeting shall be announced at the
meeting.
(b) At any annual meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting (i) by or at
the direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 6(b). For business to be
properly brought before an annual meeting by a stockholder, the business must
relate to a proper subject matter for stockholder action and the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered or mailed to
and received at the principal executive offices of the Corporation not less than
ninety (90) days prior to the date of the annual meeting; provided, however,
that in the event that less than one hundred (100) days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received not later than the close of
business on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter such
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Corporation's books, of the stockholder who proposed such
business, (iii) the class and number of shares of the Corporation's capital
stock that are beneficially owned by such stockholder and (iv) any material
interest of such stockholder in such business. Notwithstanding anything in these
Bylaws to the contrary, no business shall be
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<PAGE>
brought before or conducted at an annual meeting except in accordance with the
provisions of this Section 6(b). The officer of the Corporation or other person
presiding over the annual meeting shall, if the facts so warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 6(b) and, if he should so
determine, he shall so declare to the meeting and any such business so
determined to be not properly brought before the meeting shall not be
transacted.
At any special meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting by or at the
direction of the Board of Directors.
(c) Only persons who are nominated in accordance with the
procedures set forth in these Bylaws shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders at which directors are to
be elected only (i) by or at the direction of the Board of Directors or (ii) by
any stockholder of the Corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures set forth in
this Section 6(c). Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made by timely notice in writing
to the Secretary of the Corporation. To be timely, a stockholder's notice shall
be delivered or mailed to and received at the principal executive offices of the
Corporation not less than ninety (90) days prior to the date of the meeting;
provided, however, that in the event that less than one hundred (100) days'
notice or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such prior public disclosure was
made. Such stockholder's notice shall set forth (i) as to each person whom such
stockholder proposes to nominate for election or re-election as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (ii) as to
the stockholder giving the notice (a) the name and address, as they appear on
the Corporation's books, of such stockholder and (b) the class and number of
shares of the Corporation's capital stock that are beneficially owned by such
stockholder. At the request of the Board of Directors, any person nominated by
the Board of Directors for election as a director shall furnish to the Secretary
of the Corporation that information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the provisions of this Section 6(c). The officer of the Corporation or
other person presiding at the meeting shall, if the facts so warrant, determine
that a nomination was not made in accordance with such provisions and, if he or
she should so determine, he or she shall so declare to the meeting and the
defective nomination shall be disregarded.
3
<PAGE>
Section 7. Proxies and Voting.
------------------
At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting. Any facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.
All voting, including on the election of Directors but excepting where
otherwise required by law or by the governing documents of the Corporation, may
be by a voice vote; provided, however, that upon demand therefor by a
stockholder entitled to vote or his or her proxy, a stock vote shall be taken.
Every stock vote shall be taken by ballot, each of which shall state the name of
the stockholder or proxy voting and such other information as may be required
under the procedure established for the meeting. The Corporation shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act at
the meeting and make a written report thereof. The Corporation may designate
one or more persons as alternate inspectors to replace any inspector who fails
to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors at the meeting. Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his ability.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or as provided in the Certificate of
Incorporation, all other matters shall be determined by a majority of the votes
cast.
Each stockholder shall have one (1) vote for every share of stock entitled
to vote which is registered in his or her name on the record date for the
meeting, except as otherwise provided herein or in the Certificate of
Incorporation of the Corporation or as required by law.
Section 8. Stock List.
----------
A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
or her name, shall be open to the examination of any such stockholder, for any
purpose germane to the meeting, during ordinary business hours for a period of
at least ten (10) days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or if not so specified, at the place where the meeting is to be
held.
4
<PAGE>
Section 9. Consent of Stockholders in Lieu of Meeting.
------------------------------------------
Subject to the rights of the holders of any class or series of preferred
stock of the Corporation, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders.
ARTICLE II - BOARD OF DIRECTORS
Section 1. General Powers, Number and Term of Office.
-----------------------------------------
The business and affairs of the Corporation shall be under the direction of
its Board of Directors. The number of directors who shall constitute the Whole
Board shall be such number as the Board of Directors shall from time to time
have designated, except in the absence of such designation, in which case the
number shall be six. The Board of Directors shall annually elect a Chairman of
the Board from among its members who shall, when present, preside at its
meetings.
The directors, other than those who may be elected by the holders of any
class or series of preferred stock, shall be divided, with respect to the time
for which they severally hold office, into three classes, with the term of
office of the first class to expire at the conclusion of the first annual
meeting of stockholders, the term of office of the second class to expire at the
conclusion of the annual meeting of stockholders one year thereafter and the
term of office of the third class to expire at the conclusion of the annual
meeting of stockholders two years thereafter, with each director to hold office
until his or her successor shall have been duly elected and qualified. At each
annual meeting of stockholders, directors elected to succeed those directors
whose terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election, with each
director to hold office until his or her successor shall have been duly elected
and qualified.
Section 2. Vacancies and Newly Created Directorships.
-----------------------------------------
Subject to the rights of the holders of any class or series of preferred
stock and unless the Board of Directors otherwise determines, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
only by a majority vote of the directors then in office, though less than a
quorum, and directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the class to which
they have been elected expires, and until such director's successor shall have
been duly elected and qualified. No decrease in the number of authorized
directors constituting the Board shall shorten the term of any incumbent
director.
5
<PAGE>
Section 3. Regular Meetings.
----------------
Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
Section 4. Special Meetings.
----------------
Special meetings of the Board of Directors may be called by one-third (1/3)
of the directors then in office (rounded up to the nearest whole number) or by
the Chairman of the Board or President and shall be held at such place, on such
date, and at such time as they or he or she shall fix. Notice of the place,
date, and time of each such special meeting shall be given to each director by
whom it is not waived by mailing written notice not less than five (5) days
before the meeting or by telegraphing or telexing or by facsimile transmission
of the same not less than twenty-four (24) hours before the meeting. Unless
otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.
Section 5. Quorum.
------
At any meeting of the Board of Directors, a majority of the Whole Board
shall constitute a quorum for all purposes. If a quorum shall fail to attend
any meeting, a majority of those present may adjourn the meeting to another
place, date, or time, without further notice or waiver thereof.
Section 6. Participation in Meetings By Conference Telephone.
-------------------------------------------------
Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at such meeting.
Section 7. Conduct of Business.
-------------------
At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law. Action may be taken by
the Board of Directors without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors.
Section 8. Powers.
------
The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, including, without limiting the generality of the foregoing,
the unqualified power:
(a) To declare dividends from time to time in accordance with law;
6
<PAGE>
(b) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(c) To authorize the creation, making and issuance, in such form as
it may determine, of written obligations of every kind, negotiable or non-
negotiable, secured or unsecured, and to do all things necessary in connection
therewith;
(d) To remove any officer of the Corporation with or without cause,
and from time to time to devolve the powers and duties of any officer upon any
other person for the time being;
(e) To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and agents;
(f) To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plans for directors, officers, employees and agents
of the Corporation and its subsidiaries as it may determine;
(g) To adopt from time to time such insurance, retirement, and
other benefit plans for directors, officers, employees and agents of the
Corporation and its subsidiaries as it may determine; and,
(h) To adopt from time to time regulations, not inconsistent with
these Bylaws, for the management of the Corporation's business and affairs.
Section 9. Compensation of Directors.
-------------------------
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
Board of Directors.
ARTICLE III - COMMITTEES
Section 1. Committees of the Board of Directors.
------------------------------------
The Board of Directors, by a vote of a majority of the Board of Directors,
may from time to time designate committees of the Board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the Board and shall, for those committees and any others provided for herein,
elect a director or directors to serve as the member or members, designating, if
it desires, other directors as alternate members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so
designated may exercise the power and authority of the Board of Directors to
declare a dividend, to authorize the issuance of stock or to adopt a certificate
of ownership and merger pursuant to Section 253 of the Delaware General
Corporation Law if the resolution which designated the committee or a
supplemental resolution of the Board of Directors shall so provide. In the
absence or disqualification of any member of any committee and any alternate
member in his or her place, the member or members of the committee present at
the meeting and not disqualified from voting, whether or not he or she or they
constitute a quorum, may by unanimous vote appoint another member of the Board
of Directors to act at the meeting in the place of the absent or disqualified
member.
7
<PAGE>
Section 2. Conduct of Business.
-------------------
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; one-third (1/3) of the members shall
constitute a quorum unless the committee shall consist of one (1) or two (2)
members, in which event one (1) member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present. Action
may be taken by any committee without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of such committee.
Section 3. Nominating Committee.
--------------------
The Board of Directors shall appoint a Nominating Committee of the Board,
consisting of not less than three (3) members. The Nominating Committee shall
have authority (a) to review any nominations for election to the Board of
Directors made by a stockholder of the Corporation pursuant to Section 6(c)(ii)
of Article I of these Bylaws in order to determine compliance with such Bylaw
and (b) to recommend to the Whole Board nominees for election to the Board of
Directors to replace those directors whose terms expire at the annual meeting of
stockholders next ensuing.
ARTICLE IV - OFFICERS
Section 1. Generally.
---------
(a) The Board of Directors as soon as may be practicable after the
annual meeting of stockholders shall choose a Chairman of the Board, a
President, a Secretary and a Treasurer and from time to time may choose such
other officers as it may deem proper. The Chairman of the Board shall be chosen
from among the directors. Any number of offices may be held by the same person.
(b) The term of office of all officers shall be until the next
annual election of officers and until their respective successors are chosen,
but any officer may be removed from office at any time by the affirmative vote
of a majority of the authorized number of directors then constituting the Board
of Directors.
(c) All officers chosen by the Board of Directors shall each have
such powers and duties as generally pertain to their respective offices, subject
to the specific provisions of this Article IV. Such officers shall also have
such powers and duties as from time to time may be conferred by the Board of
Directors or by any committee thereof.
Section 2. President.
---------
The President shall have general power over the management and oversight of
the administration and operation of the Corporation's business and general
supervisory power and authority over its policies and affairs. He shall see
that all orders and resolutions of the Board of Directors and of any committee
thereof are carried into effect.
8
<PAGE>
Each meeting of the stockholders and of the Board of Directors shall be
presided over by such person as has been designated by the Board of Directors
or, in his absence, by such officer or other person as is chosen at the meeting.
The Secretary or, in his absence, the General Counsel of the Corporation or such
officer as has been designated by the Board of Directors or, in his absence,
such officer or other person as is chosen by the person presiding, shall act as
secretary of each such meeting.
Section 3. Vice President.
--------------
The Vice President or Vice Presidents, if any, shall perform the duties of
the President in his absence or during his disability to act. In addition, the
Vice Presidents shall perform the duties and exercise the powers usually
incident to their respective offices and/or such other duties and powers as may
be properly assigned to them from time to time by the Board of Directors, the
Chairman of the Board or the President. A Vice President or Vice Presidents may
be designated as Executive Vice President or Senior Vice President.
Section 4. Secretary.
---------
The Secretary or an Assistant Secretary shall issue notices of meetings,
shall keep their minutes, shall have charge of the seal and the corporate books,
shall perform such other duties and exercise such other powers as are usually
incident to such offices and/or such other duties and powers as are properly
assigned thereto by the Board of Directors, the Chairman of the Board or the
President.
Section 5. Treasurer.
---------
The Treasurer shall have charge of all monies and securities of the
Corporation, other than monies and securities of any division of the Corporation
which has a treasurer or financial officer appointed by the Board of Directors,
and shall keep regular books of account. The funds of the Corporation shall be
deposited in the name of the Corporation by the Treasurer with such banks or
trust companies or other entities as the Board of Directors from time to time
shall designate. He shall sign or countersign such instruments as require his
signature, shall perform all such duties and have all such powers as are usually
incident to such office and/or such other duties and powers as are properly
assigned to him by the Board of Directors, the Chairman of the Board or the
President, and may be required to give bond, payable by the Corporation, for the
faithful performance of his duties in such sum and with such surety as may be
required by the Board of Directors.
Section 6. Assistant Secretaries and Other Officers.
----------------------------------------
The Board of Directors may appoint one or more assistant secretaries and
such other officers who shall have such powers and shall perform such duties as
are provided in these Bylaws or as may be assigned to them by the Board of
Directors, the Chairman of the Board or the President.
9
<PAGE>
Section 7. Action with Respect to Securities of Other Corporations.
-------------------------------------------------------
Unless otherwise directed by the Board of Directors, the President or any
officer of the Corporation authorized by the President shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other Corporation.
ARTICLE V - STOCK
Section 1. Certificates of Stock.
---------------------
Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the Chairman of the Board, Vice Chairman of the
Board, President or a Vice President, and by the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of
shares owned by him or her. Any or all of the signatures on the certificate may
be by facsimile.
Section 2. Transfers of Stock.
------------------
Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 4 of Article V of these Bylaws,
an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefore.
Section 3. Record Date.
-----------
In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders, or to receive payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for such other
action as hereinbefore described; provided, however, that if no record date is
fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held, and, for determining stockholders entitled to
receive payment of any dividend or other distribution or allotment of rights or
to exercise any rights of change, conversion or exchange of stock or for any
other purpose, the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating thereto.
10
<PAGE>
A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
Section 4. Lost, Stolen or Destroyed Certificates.
--------------------------------------
In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.
Section 5. Regulations.
-----------
The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.
ARTICLE VI - NOTICES
Section 1. Notices.
-------
Except as otherwise specifically provided herein or required by law, all
notices required to be given to any stockholder, director, officer, employee or
agent shall be in writing and may in every instance be effectively given by hand
delivery to the recipient thereof, by depositing such notice in the mails,
postage paid, or by sending such notice by prepaid telegram or mailgram or other
courier or by sending such notice by facsimile machine or other electronic
transmission. Any such notice shall be addressed to such stockholder, director,
officer, employee or agent at his or her last known address as the same appears
on the books of the Corporation. The time when such notice is received, if hand
delivered, or dispatched, if delivered through the mails, by telegram or
mailgram or other courier or by facsimile machine or other electronic
transmission, shall be the time of the giving of the notice.
Section 2. Waivers.
-------
A written waiver of any notice, signed by a stockholder, director, officer,
employee or agent, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to the notice required to be
given to such stockholder, director, officer, employee or agent. Neither the
business nor the purpose of any meeting need be specified in such a waiver.
ARTICLE VII - MISCELLANEOUS
Section 1. Facsimile Signatures.
--------------------
In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.
11
<PAGE>
Section 2. Corporate Seal.
--------------
The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in the charge of the Secretary. If and
when so directed by the Board of Directors or a committee thereof, duplicates of
the seal may be kept and used by the Treasurer or by an Assistant Secretary or
Assistant Treasurer.
Section 3. Reliance upon Books, Reports and Records.
----------------------------------------
Each director, each member of any committee designated by the Board of
Directors, and each officer of the Corporation shall, in the performance of his
or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers or
employees, or committees of the Board of Directors so designated, or by any
other person as to matters which such director or committee member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Corporation.
Section 4. Fiscal Year.
-----------
The fiscal year of the Corporation shall be as fixed by the Board of
Directors.
Section 5. Time Periods.
------------
In applying any provision of these Bylaws which requires that an act be
done or not be done a specified number of days prior to an event or that an act
be done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing of the act shall be excluded
and the day of the event shall be included.
ARTICLE VIII - AMENDMENTS
The Bylaws of the Corporation may be adopted, amended or repealed as
provided in Article SEVENTH of the Certificate of Incorporation of the
Corporation.
12
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
FEDERAL MUTUAL CHARTER
SECTION 1. CORPORATE TITLE. The full corporate title of the association
hereby chartered is First Federal Savings and Loan Association of Allen Parish.
SECTION 2. OFFICE. The home office shall be located in Oakdale, in the
Parish of Allen, State of Louisiana.
SECTION 3. DURATION. The duration of the association is perpetual.
SECTION 4. PURPOSE AND POWERS. The purpose of the association is to
pursue any or all of the lawful objectives of a Federal mutual association
chartered under section 5 of the Home Owners' Loan Act and to exercise all the
express, implied, and incidental powers conferred thereby and by all acts
amendatory thereof and supplemental thereto, subject to the Constitution and
laws of the United States as they are now in effect, or as they may hereafter be
amended, and subject to all lawful and applicable rules, regulations, and orders
of the Office of Thrift Supervision ("Office").
SECTION 5. CAPITAL. The association may raise capital by accepting
payments on savings and demand accounts and by any other means authorized by the
Office.
SECTION 6. MEMBERS. All holders of the association's savings, demand, or
other authorized accounts are members of the association. In the consideration
of all questions requiring action by the members of the association, each holder
of an account shall be permitted to cast one vote for each $100, or fraction
thereof, of the withdrawal value of the member's account. Each borrower from
the association as of the effective date of this charter shall be permitted to
cast one vote as a borrower member as long as any of such borrower's borrowings
as of the effective date of this charter remain outstanding. No member,
however, shall cast more than 1000 votes. Voting may be by proxy, which is
subject to the rules and regulations of the Office. Any number of members
present and voting, represented in person or by proxy, at a regular or special
meeting of the members shall constitute a quorum. A majority of all votes cast
at any meeting of the members shall determine any question. All accounts shall
be nonassessable.
SECTION 7. DIRECTORS. The association shall be under the direction of a
board of directors. The authorized number of directors shall not be fewer than
five nor more than fifteen persons, as fixed in the association's bylaws, except
that the number of directors may be increased to a number greater than fifteen
with the prior approval of the Director of the Office or his or her delegate.
Each director of the association shall be a member of the association. Members
of the association shall elect directors by ballot; Provided that in the event
of a vacancy on the board, the board of directors may fill such vacancy, if the
members of the association fail to do so, by electing a director to serve until
the next annual meeting of the members. Directors shall be elected for periods
of three years and until their successors are elected and qualified, but
provision shall be made for the election of approximately one-third of the board
each year.
<PAGE>
SECTION 8. CAPITAL, SURPLUS, AND DISTRIBUTION OF EARNINGS. The
association shall maintain for the purpose of meeting losses the amount of
capital required by Section 5 of the Home Owners' Loan Act and regulations of
the Office. The association shall distribute net earnings on its account on
such basis and in accordance with such terms and conditions as may from time to
time be authorized by the Director of the Office; Provided that the association
may establish minimum-balance requirements for accounts to be eligible for
distribution of earnings.
All holders of accounts of the association shall be entitled to equal
distribution of assets, pro rata to the value of their accounts, in the event of
voluntary or involuntary liquidation, dissolution, or winding up of the
association. Moreover, in any such event, or in any other situation in which
the priority of such accounts is in controversy, all such accounts shall, to the
extent of their withdrawal value, be debts of the association having the same
priority as the claims of general creditors of the association not having
priority (other than any priority arising or resulting from consensual
subordination) over other general creditors of the association.
SECTION 9. AMENDMENT OF CHARTER. Adoption of any preapproved charter
amendment pursuant to sections 544.2 or 544.3 of the Office's regulations shall
be effective upon filing the amendment with the Office in accordance with
regulatory procedures, after such preapproved amendment has been submitted to
and approved by the members at a legal meeting. Any other amendment, addition,
change, or repeal of this charter must be submitted to and preliminarily
approved by the Office prior to submission to and approval by the members at a
legal meeting. Any amendment, addition, alteration, change, or repeal so acted
upon and approved shall be effective upon filing with the Office in accordance
with regulatory procedures.
Attest:________________________________ By:_________________________________
Secretary of the Association President of the Association
Declared effective this _____ day of ____________, 1996.
Attest:________________________________ By:_________________________________
Secretary of the Director of the
Office of Thrift Supervision Office of Thrift Supervision
2
<PAGE>
BYLAWS
FIRST FEDERAL SAVINGS AND LOAN
ASSOCIATION OF ALLEN PARISH
1. ANNUAL MEETING OF MEMBERS. The annual meeting of the members of the
association for the election of directors and for the transaction of any other
business of the association shall be held, as designated by the board of
directors, at a location within the state that constitutes the principal place
of business of the association at 11:45 a.m. on the third Wednesday of January
of each year, if not a legal holiday, or if a legal holiday, on the next
succeeding day not a legal holiday. The annual meeting may be held at such
other times on such day or at such other place in the same state as the board of
directors may determine. At each annual meeting, the officers shall make a full
report of the financial condition of the association and of its progress for the
preceding year and shall outline a program for the succeeding year.
2. SPECIAL MEETINGS OF MEMBERS. Special meetings of the members of the
association may be called at any time by the president or the board of directors
and shall be called by the president, a vice president, or the secretary upon
the written request of members of record, holding in the aggregate at least one-
tenth of the capital of the association. Such written request shall state the
purpose of the meeting and shall be delivered at the principal place of business
of the association addressed to the president. Annual and special meetings
shall be conducted in accordance with the most current edition of Robert's Rules
of Order.
3. NOTICE OF MEETING OF MEMBERS.
(a) Notice of each annual meeting shall be either published once a
week for the two successive calendar weeks (in each instance on any day of the
week) immediately prior to the week in which such annual meeting shall convene,
in a newspaper printed in the English language and of general circulation in the
city or county in which the principal place of business of the association is
located, or mailed postage prepaid at least 15 days and not more than 45 days
prior to the date on which such annual meeting shall convene, to each of its
members of record at the last address appearing on the books of the association.
Such notice shall state the name of the association, the place of the annual
meeting, the date and time when it shall convene, and the matters to be
considered. A similar notice shall be posted in a conspicuous place in each of
the offices of the association during the 14 days immediately preceding the date
on which such annual meeting shall convene. If any member, in person or by
authorized attorney, shall waive in writing notice of any annual meeting of
members, notice thereof need not be given to such member.
(b) Notice of each special meeting shall be either published once a
week for the two consecutive calendar weeks (in each instance on any day of the
week) immediately prior to the week in which such special meeting shall convene,
in a newspaper printed in the English language and of general circulation in the
city or county in which the principal place of business of the association is
located, or mailed postage prepaid at least 15 days and not more than 45 days
prior to the date on which such special meeting shall convene to each of its
members of record
<PAGE>
at the member's last address appearing on the books of the association. Such
notice shall state the name of the association, the purpose(s) for which the
meeting is called, the place of the special meeting and the date and time when
it shall convene. A similar notice shall be posted in a conspicuous place in
each of the offices of the association during the 14 days immediately preceding
the date on which such special meeting shall convene. If any member, in person
or by authorized attorney, shall waive in writing notice of any special meeting
of members, notice thereof need not be given to such member.
4. FIXING OF RECORD DATE. For the purpose of determining members entitled
to notice of or to vote at any meeting of members or any adjournment thereof, or
in order to make a determination of members for any other proper purpose, the
board of directors shall fix in advance a record date for any such determination
of members. Such date shall be not more than 60 days nor fewer than 10 days
prior to the date on which the action, requiring such determination of members,
is to be taken. The member entitled to participate in any such action shall be
the member of record on the books of the association on such record date. The
number of votes which each member shall be entitled to cast at any meeting of
the members shall be determined from the books of the association as of such
record date. Any member of such record date who ceases to be a member prior to
such meeting shall not be entitled to vote at that meeting.
5. VOTING BY PROXY. Voting at any annual or special meeting of the
members may be by proxy pursuant to the rules and regulations of the Office,
provided, that no proxies shall be voted at any meeting unless such proxies
shall have been placed on file with the secretary of the association, for
verification, prior to the convening of such meeting. All proxies with a term
greater than eleven months or solicited at the expense of the association must
run to the board of directors as a whole, or to a committee appointed by a
majority of such board.
6. COMMUNICATION BETWEEN MEMBERS. Communication between members shall be
subject to any applicable rules or regulations of the Office.
7. NUMBER OF DIRECTORS. The number of directors of the association shall
be six.
8. MEETINGS OF THE BOARD. The board of directors shall meet regularly
without notice at the principal place of business of the association at least
once each month at an hour and date fixed by resolution of the board, provided
that the place of meeting may be changed by the directors. Special meetings of
the board may be held at any place specified in a notice of such meeting and
shall be called by the secretary upon the written request of the chairman or of
three directors. All special meetings shall be held upon at least 24 hours
written notice to each director unless notice is waived in writing before or
after such meeting. Such notice shall state the place, date, time, and purposes
of such meeting. A majority of the authorized directors shall constitute a
quorum for the transaction of business. The act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the board.
Action may be taken without a meeting if unanimous written consent is obtained
for such action. The board may also permit telephonic participation at
meetings. The meetings shall be under the direction of a chairman,
2
<PAGE>
appointed annually by the board, or in the absence of the chairman, the meetings
shall be under the direction of the president.
9. OFFICERS, EMPLOYEES, AND AGENTS. Annually at the meeting of the board
of directors of the association next following the annual meeting of the members
of the association, the board shall elect a president, one or more vice
presidents, a secretary, and a treasurer: Provided, that the offices of
president and secretary may not be held by the same person and a vice president
may also be the treasurer. The board may appoint such additional officers,
employees, and agents as it may from time to time determine. The term of office
of all officers shall be one year or until their respective successors are
elected and qualified; but any officer may be removed at any time by the board.
In the absence of designation from time to time of powers and duties by the
board, the officers shall have such powers and duties as generally pertain to
their respective offices.
Any indemnification by the association of the association's personnel is
subject to any applicable rules or regulations of the Office.
10. RESIGNATION OR REMOVAL OF DIRECTORS. Any director may resign at any
time by sending a written notice of such resignation to the office of the
association delivered to the secretary. Unless otherwise specified therein such
resignation shall take effect upon receipt by the secretary. More than three
consecutive absences from regular meetings of the board, unless excused by
resolution of the board, shall automatically constitute a resignation, effective
when such resignation is accepted by the board.
At a meeting of members called expressly for that purpose, directors or the
entire board may be removed, only with cause, by a vote of the holders of a
majority of the shares then entitled to vote at an election of directors.
11. POWERS OF THE BOARD. The board of directors shall have the power:
(a) By resolution, to appoint from among its members and remove an
executive committee, which committee shall have and may exercise the powers of
the board between the meetings of the board, but no such committee shall have
the authority of the board to amend the charter or bylaws, adopt a plan of
merger, consolidation, dissolution, or provide for the disposition of all or
substantially all the property and assets of the association. Such committee
shall not operate to relieve the board, or any member thereof, of any
responsibility imposed by law;
(b) To appoint and remove by resolution the members of such other
committees as may be deemed necessary and prescribe the duties thereof;
(c) To fix the compensation of directors, officers, and employees;
and to remove any officer or employee at any time with or without cause;
3
<PAGE>
(d) To extend leniency and indulgence to borrowing members who are in
distress and generally to compromise and settle any debts and claims;
(e) To limit payments on capital which may be accepted;
(f) To reject any application for an account or membership; and
(g) To exercise any and all of the powers of the association not
expressly reserved by the charter to the members.
12. EXECUTION OF INSTRUMENTS, GENERALLY. All documents and instruments or
writings of any nature shall be signed, executed, verified, and delivered by
such officers, agents, or employees of the association or any one of them and in
such manner as from time to time may be determined by resolution of the board.
All notes, drafts, acceptances, checks, endorsements, and all evidences of
indebtedness of the association whatsoever shall be signed by such officer or
officers or such agent or agents of the association and in such manner as the
board may from time to time determine. Endorsements for deposit to the credit
of the association in any of its duly authorized depositaries shall be made in
such manner as the board may from time to time determine. Proxies to vote with
respect to shares or accounts of other associations or stock of other
corporations owned by, or standing in the name of, the association may be
executed and delivered from time to time on behalf of the association by the
president or a vice president and the secretary or an assistant secretary of the
association or by any other persons so authorized by the board.
13. NOMINATING COMMITTEE. The chairman, at least 30 days prior to the
date of each annual meeting, shall appoint a nominating committee of three
persons who are members of the association. Such committee shall make
nominations for directors in writing and deliver to the secretary such written
nominations at least 15 days prior to the date of the annual meeting, which
nominations shall then be posted in a prominent place in the principal place of
business for the 15-day period prior to the date of the annual meeting.
Provided such committee is appointed and makes such nominations, no nominations
for directors except those made by the nominating committee shall be voted upon
at the annual meeting unless other nominations by members are made in writing
and delivered to the secretary of the association at least 10 days prior to the
date of the annual meeting, which nominations shall then be posted in a
prominent place in the principal place of business for the 10-day period prior
to the date of the annual meeting. Ballots bearing the names of all persons
nominated by the nominating committee and by other members prior to the annual
meeting shall be provided for use by the members at the annual meeting. If at
any time the chairman shall fail to appoint such nominating committee, or the
nominating committee shall fail or refuse to act at least 15 days prior to the
annual meeting, nominations for directors may be made at the annual meeting by
any member and shall be voted upon.
14. NEW BUSINESS. Any new business to be taken up at the annual meeting,
including any proposal to increase or decrease the number of directors of the
association, shall be stated in
4
<PAGE>
writing and filed with the secretary of the association at least 30 days before
the date of the annual meeting, and all business so stated, proposed, and filed
shall be considered at the annual meeting; but no other proposal shall be acted
upon at the annual meeting. Any member may make any other proposal at the annual
meeting and the same may be discussed and considered; but unless stated in
writing and filed with the secretary 30 days before the meeting, such proposal
shall be laid over, for action at an adjourned, special, or regular meeting of
the members taking place at least 30 days thereafter. This provision shall not
prevent the consideration and approval or disapproval at the annual meeting of
the reports of officers and committees, but in connection with such reports no
new business shall be acted upon at such annual meeting unless stated and filed
as herein provided.
15. SEAL. The seal shall be two concentric circles between which shall be
the name of the association. The year of incorporation, the word
"incorporated," or an emblem may appear in the center.
16. AMENDMENT. Adoption of any bylaw amendment pursuant to (S)544.5 of
the Office's regulations, as long as consistent with applicable law, rules and
regulations, and which adequately addresses the subject and purpose of the
stated bylaw section, shall be effective upon filing with the Office in
accordance with the regulatory procedures after such amendment has been approved
by a two-thirds affirmative vote of the authorized board, or by a vote of the
members of the association.
5
<PAGE>
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
FIRST ALLEN PARISH BANCORP, INC.
OAKDALE, LOUISIANA
$.01 par value common stock--fully paid and non assessable
This certifies that _____________________________ is the owner of __________
shares of the common stock of First Allen Parish Bancorp, Inc. (the
"Corporation"), a Delaware corporation.
The shares evidenced by this certificate are transferable only on the stock
transfer books of the Corporation by the holder of record hereof, in person or
by his duly authorized attorney or legal representative, upon surrender of this
certificate properly endorsed. This Certificate in not valid until
countersigned and registered by the Corporation's transfer agent and registrar.
THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed
by the facsimile signatures of its duly authorized officers and has caused its
seal to be affixed hereto.
Dated:____________________
____________________________________ ______________________________
Secretary (SEAL) President
<PAGE>
The shares evidenced by this Certificate are subject to a limitation
contained in the Certificate of Incorporation to the effect that in no event
shall any record owner of any outstanding Common Stock which is beneficially
owned, directly or indirectly, by a person who beneficially owns in excess of
10% of the outstanding shares of Common Stock (the "Limit") be entitled or
permitted to any vote in respect of shares held in excess of the Limit.
The Board of Directors of the Corporation is authorized by resolution or
resolutions, from time to time adopted, to provide for the issuance of serial
preferred stock in series and to fix and state the voting powers, designations,
preferences, limitations and restrictions thereof. The Corporation will furnish
to any shareholder upon request and without charge a full description of each
class of stock and any series thereof.
The shares represented by this Certificate may not be cumulatively voted on
any matter. The Certificate of Incorporation requires the affirmative vote of
the holders of at least 80% of the voting stock of the Corporation, voting
together as a single class, to approve certain business combinations and other
transactions and to amend certain provisions of the Certificate of
Incorporation.
The following abbreviations when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - _____________ Custodian ____________________
(Cust) (Minor)
TEN ENT - as tenants by the entireties
Under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
of survivorship and not as
________________________________________________
tenants in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list
For value received, _____________________________ hereby sell, assign and
transfer unto
______________________________________________________________________
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER
______________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)
________________________________________________________________________________
______________________________________________________________________ Shares of
the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _________________________________ Attorney to
transfer the said shares on the books of the within named corporation with full
power of substitution in the premises.
Dated, _____________________________
In the presence of Signature:
________________________________________ ________________________________
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE
STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
<PAGE>
______________________, 1996
The Board of Directors
First Federal Savings and Loan
Association of Allen Parish
222 South 10th Street
P.O. Box 706
Oakdale, Louisiana 71463
RE: FIRST ALLEN PARISH BANCORP, INC.
COMMON STOCK PAR VALUE $.01 PER SHARE
-------------------------------------
Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the offer and sale (the "Offering") of the First Allen Parish
Bancorp, Inc. ("Company") Common Stock par value $.01 per share ("Common
Stock"). We have reviewed the Company's Certificate of Incorporation,
Registration Statement on Form SB-2 ("Form SB-2"), as well as applicable
statutes and regulations governing the Company and the offer and sale of the
Common Stock.
We are of the opinion that upon the declaration of effectiveness of the
Form SB-2, the Common Stock, when sold, will be legally issued, fully paid and
non-assessable.
This opinion has been prepared solely for the use of the Company in
connection with the Form SB-2, and should not be used for any other purpose nor
relied upon by any other person (except for the Securities and Exchange
Commission in connection with its processing of the Form SB-2 and prospective
investors in the Offering), without the prior written consent of this firm. We
hereby consent to our firm being referenced under the caption "Legal Opinions."
Very truly yours,
By: /s/ Robert A. Lipsher
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
<PAGE>
________________, 1996
Board of Directors
First Federal Savings and Loan
Association of Allen Parish
222 South 10th Street
Oakdale, LA 71463
RE: FEDERAL INCOME TAX CONSEQUENCES RELATING TO CONVERSION OF
THE ASSOCIATION FROM A FEDERAL MUTUAL SAVINGS AND LOAN
ASSOCIATION TO A FEDERAL STOCK SAVINGS AND LOAN ASSOCIATION
AND THE ACQUISITION OF THE STOCK INSTITUTION'S STOCK BY A
STOCK HOLDING COMPANY
Gentlemen:
In accordance with your request, set forth herein is the opinion of this
firm relating to the federal income tax consequences of the proposed conversion
("Conversion") of First Federal Savings and Loan Association of Allen Parish
(the "Association") from a federal mutual savings and loan association to a
federal stock savings and loan association (the "Stock Association"), and the
formation of a holding company parent to be known as First Allen Parish Bancorp,
Inc. (the "Holding Company"), which will acquire all of the outstanding stock of
the Stock Association.
For purposes of this opinion, we have examined such documents and questions
of law as we have considered necessary or appropriate, including but not limited
to the Plan of Conversion as adopted by the Association on June 3, 1996 (the
"Plan"); the Federal Mutual Charter and Bylaws of the Association; and the
Certificate of Incorporation and Bylaws of the Holding Company. In such
examination, we have assumed, and have not independently verified, the
genuineness of all signatures on original documents where due execution and
delivery are requirements to the effectiveness thereof. Terms used but not
defined herein, whether capitalized or not, shall have the same meanings as
defined in said documents.
<PAGE>
Board of Directors
First Federal Savings and Loan
Association of Allen Parish
_________________, 1996
Page 2
In issuing our opinion, we have assumed that the Plan has been duly and
validly authorized and has been approved and adopted by the board of directors
of the Association at a meeting duly called and held; that the Association will
comply with the terms and conditions of the Plan, and that the various
representations and warranties which are provided to us are accurate, complete,
true and correct. Accordingly, we express no opinion concerning the effect, if
any, of variations from the foregoing. We specifically express no opinion
concerning tax matters relating to the Plan under state and local tax laws and
under Federal income tax laws except on the basis of the documents and
assumptions described above.
In issuing the opinion set forth below, we have relied solely on existing
provisions of the Internal Revenue Code of 1986, as amended (the "Code");
existing and proposed Treasury Regulations (the "Regulations") thereunder;
current administrative rulings, notices and procedures; and court decisions.
Such laws, regulations, administrative rulings, notices and procedures and court
decisions are subject to change at any time. Any such change could affect the
continuing validity of the opinions set forth below. This opinion is as of the
date hereof, and we disclaim any obligation to advise you of any change in any
matter considered herein after the date hereof.
In rendering our opinion, we have assumed that the persons and entities
identified in the Plan of Conversion will at all times comply with the
requirements of Code Section 368(a)(1)(F), the other applicable state and
Federal laws and the representations of the Association. In addition, we have
assumed that the activities of the persons and entities identified in the Plan
will be conducted strictly in accordance with the Plan. Any variations may
affect the opinions we are rendering.
For purposes of this opinion, we are relying on the representations
provided to us by the Association, as set forth below.
REPRESENTATIONS
---------------
1. The Conversion is implemented in accordance with the terms of the Plan
of Conversion (the "Plan") and all conditions precedent contained in the Plan
shall be performed or waived prior to the consummation of the Conversion.
2. The fair market value of the withdrawable saving accounts plus
interests in the liquidation account ("Liquidation Account") of Stock
Association to be received under the Plan, in each instance, shall be equal to
the fair market value of the membership interests (i.e.,
<PAGE>
Board of Directors
First Federal Savings and Loan
Association of Allen Parish
_________________, 1996
Page 3
withdrawable savings accounts, voting and liquidation rights) in the Association
surrendered in exchange therefor.
3. Holding Company and Stock Association each have no plan or intention
to redeem or otherwise re-acquire any of the stock issued in the proposed
transaction.
4. To the best of the knowledge of the management of the Association,
there is no plan or intention by any member of the Association, who holds more
than 1% of the qualifying deposits in the Association, and there is no plan or
intention on the part of the remaining members to dispose of their withdrawable
savings accounts in Stock Association that would reduce their aggregate interest
in the Liquidation Account as of the Effective Date of the Conversion, to less
than 50% of the value of their interests in the Association as of the same date.
5. Immediately following the consummation of the proposed transaction,
Stock Association will possess the same assets and liabilities as the
Association held immediately prior to the proposed transaction, plus proceeds
from the sale of stock of Stock Association to Holding Company.
6. Assets used to pay expenses of the Conversion (without reference to
the expenses of the Direct Community Offering) and all distributions (except for
regular normal interest payments and other payments in the normal course of
business made by the Association immediately preceding the transaction) will in
the aggregate constitute less than one percent (1%) of the net assets of the
Association.
7. Following the proposed transaction, Stock Association will continue
the historic business of the Association or use a significant portion of the
Association's historic business assets in a business.
8. Stock Association has no plan or intention to sell or otherwise
dispose of any of the assets of the Association acquired in the proposed
transaction, except for dispositions in the ordinary course of business.
9. There is no plan or intention for Stock Association to be liquidated
or merged with another corporation following the Conversion.
10. Both Stock Association and Holding Company have no plan or intention,
either currently or at the time of the Conversion, to issue additional shares of
stock following the
<PAGE>
Board of Directors
First Federal Savings and Loan
Association of Allen Parish
_________________, 1996
Page 4
proposed transaction, other than shares that may be issued to employees and/or
directors pursuant to certain stock option and stock incentive plans or that may
be issued to employee benefit plans.
11. Stock Association has no plan or intention to reacquire any of its
stock issued in the proposed transaction.
12. The Association is not under the jurisdiction of a court in any Title
11 or similar case within the meaning of Section 368(a)(3)(A). The proposed
transaction does not involve a receivership, foreclosure, or similar proceeding
before a federal or state agency involving a financial institution to which
Section 585 or 593 of the Code applies.
13. Compensation to be paid to depositor-employees of the Association,
Stock Association or Holding Company will be commensurate with amounts paid to
third parties bargaining at arm's length for similar services.
14. No shares of Holding Company Conversion Stock will be issued to or
purchased by depositor-employees of the Association, Stock Association or
Holding Company at a discount or as compensation in the proposed transaction.
15. No cash or other property will be given to Eligible Account Holders or
others in lieu of (a) non-transferable subscription rights or (b) an interest in
the Liquidation Account of Stock Association.
16. Association utilizes a reserve for bad debts in accordance with
Section 593 of the Internal Revenue Code of 1986, as amended (the "Code") and,
following the conversion, Stock Association shall likewise utilize a reserve for
bad debts in accordance with Section 593 of the Code.
17. At the time of the proposed transaction, the fair market value of the
assets of the Association on a going concern basis will equal or exceed the
amount of its liabilities to be assumed plus the amount of liabilities to which
the transferred assets are subject. Association will have a positive regulatory
net worth at the time of the Conversion.
18. Association, Stock Association and Holding Company are corporations
within the meaning of Section 7701(a)(3) of the Code. Association and Stock
Association are domestic building and loan associations within the meaning of
Section 7701(a)(19)(C) of the Code.
<PAGE>
Board of Directors
First Federal Savings and Loan
Association of Allen Parish
_________________, 1996
Page 5
19 Neither Association nor Stock Association is an investment company as
defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code.
20. The exercise price of the subscription rights received by the
Association's Eligible Account Holders and Supplemental Eligible Account Holders
to purchase Holding Company Stock will be equal to the fair market value of the
Holding Company Conversion Stock at the time of the completion of the proposed
transaction as determined by an independent appraisal.
21. The Association has received or will receive an opinion from an
independent appraiser to the effect that the subscription rights to be received
by Eligible Account Holders and Supplemental Eligible Account Holders and other
eligible subscribers do not have any ascertainable fair market value.
22. The Association's savings depositors will pay expenses of the
conversion solely attributable to them, if any. Holding Company and the
Association will pay their own expenses for the transaction and will not pay any
expenses solely attributable to the savings depositors or to the Holding Company
stockholders. The stockholders of Holding Company will pay the expenses
incurred by themselves in connection with the proposed transaction.
23. The Eligible Account Holders', Supplemental Eligible Account Holders',
and Other Members' proprietary interests in the Association arise solely by
virtue of the fact that they are account holders in the Association.
24 No creditors of the Association or the depositors in their role as
creditors, have taken any steps to enforce their claims against the Association
by instituting Bankruptcy or other legal proceedings, in either a court or
appropriate regulatory agency, that would eliminate the proprietary interests of
the members prior to the Conversion of the Association including depositors as
equity holders of the Association.
25. The liabilities of the Association assumed by Stock Association plus
the liabilities, if any, to which the transferred assets are subject were
incurred by the Association in the ordinary course of its business and are
associated with the assets transferred.
26. Holding Company has no plan or intention to sell or otherwise dispose
of the stock of Stock Association received by it in the proposed transaction.
<PAGE>
Board of Directors
First Federal Savings and Loan
Association of Allen Parish
_________________, 1996
Page 6
27. No amount of savings accounts or deposits as of the Eligibility Record
Date will be excluded from participation in the Liquidation Account.
OPINION
-------
Based on the foregoing, and in reliance thereon, and subject to the
conditions stated herein, it is our opinion that the following federal income
tax consequences will result from the proposed Conversion:
1. The change in the form of operation of the Association from a federal
mutual savings and loan association to a federal stock savings and
loan association, as described above, will constitute a reorganization
within the meaning of Section 368(a)(1)(F) of the Internal Revenue
Code of 1986, as amended ("Code"), and no gain or loss will be
recognized to either the Association or to the Stock Association as a
result of such conversion. (See Rev. Rul. 80-105, 1980-1 C.B. 78).
The Association and the Stock Association will each be a party to a
reorganization within the meaning of Section 368(b) of the Code.
(Rev. Rul. 72-206, 1972-1 C.B. 104)
2. No gain or loss will be recognized by the Stock Association on the
receipt of money from the Holding Company in exchange for shares of
common stock of the Stock Association. (Section 1032(a) of the Code).
3. The Holding Company will recognize no gain or loss upon receipt of
money from stockholders in exchange for shares of Holding Company
Conversion Stock. (Section 1032(a) of the Code).
4. The assets of the Association will have the same basis in the hands of
the Stock Association as in the hands of the Association immediately
prior to the Conversion. (Section 362(b) of the Code).
5. The holding period of the assets of the Association to be received by
the Stock Association will include the period during which the assets
were held by the Association prior to the Conversion. (Section
1223(2) of the Code).
6. No gain or loss will be recognized by the depositors of the
Association upon the issuance to them of withdrawable savings accounts
in the Stock
<PAGE>
Board of Directors
First Federal Savings and Loan
Association of Allen Parish
_________________, 1996
Page 7
Association in the same dollar amount as their savings accounts in the
Association plus an interest in the Liquidation Account of the Stock
Association, as described above, in exchange for their savings
accounts in the Association. (Section 354(a) of the Code).
7. The basis of the depositors' savings accounts in the Stock Association
received by the depositors of the Association will be the same as the
basis of their savings accounts in the Association surrendered in
exchange therefor. The basis of each account holder's interests in
the Liquidation Account of the Stock Association received by the
depositors will be zero, that being the cost of such property. The
basis of the non-transferable subscription rights will be zero,
provided that such subscription rights are not deemed to have a fair
market value and that the subscription price of such stock issuable
upon exercise of such rights is equal to the fair market value of such
stock. The basis of the Holding Company Conversion Stock to its
stockholders will be the purchase price thereof, increased by the
basis, if any, of the subscription rights exercised. (Section 1012 of
the Code). The stockholder's holding period will commence upon the
exercise of the subscription rights. (Section 1223(6) of the Code).
8. Provided that the amount to be paid for Holding Company Stock pursuant
to the exercise of subscription rights is equal to the fair market
value of such Common Stock, no gain or loss will be recognized by
depositors under the Plan upon the distribution to them of non-
transferable subscription rights to purchase shares of Holding Company
Conversion Stock. (Rev. Rul. 56-572, 1956-2 C.B. 234).
9. For purposes of Section 381 of the Code, the Stock Association will be
treated as if there had been no reorganization. Accordingly, the
taxable year of the Association will not end on the effective date of
the Conversion merely because of the transfer of assets of the
Association to the Stock Association, and the tax attributes of the
Association will be taken into account by the Stock Association as if
there had been no reorganization. (Treas. Reg. (S)1.381(b)-
(1)(a)(2)).
10. The part of the taxable year of the Association before the
reorganization and the part of the taxable year of the Stock
Association after the
<PAGE>
Board of Directors
First Federal Savings and Loan
Association of Allen Parish
_________________, 1996
Page 8
reorganization will constitute a single taxable year of the Stock
Association. (Treas. Reg. (S)1.381(b)-1(a)(2); Rev. Rul. 57-276, 1957-
1 C.B. 126).
11. Pursuant to the provisions of Section 381(c)(4) of the Code and Treas.
Reg. Section 1.381(c)(4)-1(a)(1)(ii), the Stock Association will
succeed to and take into account, immediately after the
reorganization, those accounts of the Association which represent bad
debt reserves in respect of which the Association has taken a bad debt
deduction for taxable years ending on or before the date of the
transfer. The bad debt reserves will not be required to be restored
to the gross income of either the Association or the Stock Association
for the taxable year of the transfer, and such bad debt reserves will
have the same character in the hands of the Stock Association as they
would have had in the hands of the Association if no distribution or
transfer had occurred. (Section 593(e) of the Code).
12. Regardless of any book entries that are made for the establishment of
the Liquidation Account, the Conversion, as described above, will not
diminish the accumulated earnings and profits of the Stock Association
available for the subsequent distribution of dividends within the
meaning of Section 316 of the Code. (Treas. Reg. (S)1.312-11(b) and
(c)). The creation of the Liquidation Account on the records of the
Stock Association will have no effect on its taxable income,
deductions for additions to reserves for bad debts under Section 593
of the Code, or distributions to stockholders under Section 593(e) of
the Code. (Rev. Rul. 68-475, 1968-2 C.B. 259).
13. A shareholder's holding period for Holding Company Conversion Stock
acquired through the exercise of the Subscription Rights shall begin
on the date on which the Subscription Rights are exercised. (Section
1223(6) of the Code.) The holding period for the Holding Company
Conversion Stock purchased pursuant to the Community Offering or
Public Offering or under other purchase arrangements will commence on
the date following the date on which such stock is purchased. (Rev.
Rul. 70-598, 1970-2 C.B. 168).
SCOPE OF OPINION
----------------
<PAGE>
Board of Directors
First Federal Savings and Loan
Association of Allen Parish
_________________, 1996
Page 9
Our opinion is limited to the federal income tax matters described above
and does not address any other federal income tax considerations or any federal,
state, local, foreign or other tax considerations. If any of the information on
which we have relied is incorrect, or if changes in the relevant facts occur
after the date hereof, our opinion could be affected thereby. Moreover, our
opinion is based on the case law, Code, Treasury Regulations thereunder and
Internal Revenue Service rulings as they now exist. These authorities are all
subject to change, and such change may be made with retroactive effect. We can
give no assurance that, after such change, our opinion would not be different.
We undertake no responsibility to update or supplement our opinion. This opinion
is not binding on the Internal Revenue Service and there can be no assurance,
and none is hereby given, that the Internal Revenue Service will not take a
position contrary to one or more of the positions reflected in the foregoing
opinion, or that our opinion will be upheld by the courts if challenged by the
Internal Revenue Service.
CONSENT
-------
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-1 ("Registration Statement") of the Holding
Company filed with the Securities and Exchange Commission with respect to the
Conversion and as an exhibit to the application for Conversion on Form AC ("Form
AC") of the Association filed with the OTS with respect to the Conversion. We
also hereby consent to the references to this firm in the prospectus which is a
part of both the Registration Statement and the Form AC.
USE OF OPINION
--------------
This opinion is rendered solely for the benefit of the Holding Company, the
Association and prospective investors in connection with the proposed
transactions described herein and is not to be relied upon or used for any other
purpose without our prior written consent.
Very truly yours,
LUSE LEHMAN GORMAN POMERENK & SCHICK
A Professional Corporation
<PAGE>
[LETTERHEAD OF DARNALL, SIKES, KOLDER, FREDERICK & RAINEY]
June 21, 1996
Board of Directors
First Federal Savings and Loan Association
of Allen Parish
222 South 10th Street
Oakdale, Louisiana 71463
RE: Louisiana Corporate Income and Franchise Tax Consequences relating to the
Conversion of First Federal Savings and Loan Association of Allen Parish
(the Association) from a Federal Mutual Savings and Loan Association to a
Federal Stock Savings and Loan Association and the Acquisition of the Stock
Institution's Stock by a Stock Holding Company.
Gentlemen:
You have requested an opinion on the Louisiana Corporate Income and
Franchise Tax consequences of the proposed conversion ("Conversion") of First
Federal from a Federal Mutual Savings and Loan Association to a Federal Stock
Savings and Loan Association (The "Stock Association"), and the formation of a
holding company parent to be known as First Allen Parish Bancorp, Inc. (the
"Holding Company"), which will acquire all of the outstanding stock of the Stock
Association.
The proposed transaction is described in the section of this letter
entitled "Statement of Facts", and the tax consequences of the proposed
transaction will be as set forth in the section of this letter titled "Opinion".
STATEMENT OF FACTS
1. The Conversion is implemented in accordance with the terms of the Plan of
Conversion (the "Plan") and all conditions precedent contained in the Plan
shall be performed or waived prior to the consummation of the Conversion.
2. The fair market value of the withdrawable savings accounts plus interest in
the liquidation account ("Liquidation Account") of Stock Association to be
received under the Plan, in each instance, shall be equal to the fair
market value of the membership interest (i.e., withdrawable savings
accounts, voting and liquidation rights) in the Association surrendered in
exchange therefor.
<PAGE>
Board of Directors
First Federal Savings and Loan Association
of Allen Parish
June 21, 1996
Page 2
3. Holding Company and Stock Association each have no plan or intention to
redeem or otherwise re-acquire any of the stock issued in the proposed
transaction.
4. To the best of the knowledge of the management of the Association, there is
no plan or intention by any member of the Association, who holds more than
1 percent of the qualifying deposits in the Association, and there is no
plan or intention on the part of the remaining members to dispose of their
withdrawable savings accounts in Stock Association that would reduce their
aggregate interest in the Liquidation Account as of the Effective Date of
the Conversion, to less than 50 percent of the value of their interest in
the Association as of the same date.
5. Immediately following the consummation of the proposed transaction, Stock
Association will possess the same assets and liabilities as the Association
held immediately prior to the proposed transaction, plus proceeds from the
sale of the stock of Stock Association to Holding Company.
6. Assets used to pay expenses of the Conversion (without reference to the
expenses of the Direct Community Offering) and all distributions (except
for regular normal interest payments and other payments in the normal
course of business made by the Association immediately preceding the
transaction) will in the aggregate constitute less than one percent (1%) of
the net assets of the Association.
7. Following the proposed transaction, Stock Association will continue the
historic business of the Association or use a significant portion of the
Association's historic business assets in a business.
8. Stock Association has no plan or intention to sell or otherwise dispose of
any of the assets of the Association acquired in the proposed transaction,
except for dispositions in the ordinary course of business.
9. There is no plan or intention for Stock Association to be liquidated or
merged with another corporation following the Conversion.
10. Both Stock Association and Holding Company have no plan or intention,
either currently or at the time of the Conversion, to issue additional
shares of stock following the proposed transaction, other than shares that
may be issued to employees and/or directors pursuant to certain stock
option and stock incentive plans or that may be issued to employee benefit
plans.
11. Stock Association has no plan or intention to reacquire any of its stock
issued in the proposed transaction.
<PAGE>
Board of Directors
First Federal Savings and Loan Association
of Allen Parish
June 21, 1996
Page 3
12. The Association is not under the jurisdiction of a court in any Title 11 or
similar case within the meaning of Section 368(a)(3)(A). The proposed
transaction does not involve a receivership, foreclosure, or similar
proceeding before a federal or state agency involving a financial
institution to which section 585 or 593 of the Code applies.
13. Compensation to be paid to depositor-employees of the Association, Stock
Association or Holding Company will be commensurate with amounts paid to
third parties bargaining at arm's length for similar services.
14. No shares of Holding Company Conversion Stock will be issued to or
purchased by depositor-employees of the Association, Stock Association or
Holding Company at a discount or as compensation in the proposed
transaction.
15. No cash or other property will be given to Eligible Account Holders or
others in lieu of (a) non-transferable subscription rights or (b) an
interest in the Liquidation Account of the Stock Association.
16. Association utilizes a reserve for bad debts in accordance with Section 593
of the Internal Revenue Code of 1986, as amended (the "Code") and,
following the conversion, Stock Association shall likewise utilize a
reserve for bad debts in accordance with Section 593 of the Code.
17. At the time of the proposed transaction, the fair market value of the
assets of the Association on a going concern basis will equal or exceed the
amount of its liabilities to be assumed plus the amount of liabilities to
which the transferred assets are subject. Association will have a positive
regulatory net worth at the time of the Conversion.
18. Association, Stock Association and Holding Company are corporations within
the meaning of Section 7701(a)(3) of the Code. Association and Stock
Association are domestic building and loan associations within the meaning
of Section 7701(a)(19)(C) of the Code.
19. Neither Association nor Stock Association is an investment company as
defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code.
20. The exercise price of the subscription rights received by the Association's
Eligible Account Holders and Supplemental Eligible Account Holders to
purchase Holding Company Stock will be equal to the fair market value of
the Holding Company Conversion Stock at the time of the completion of the
proposed transaction as determined by an independent appraisal.
<PAGE>
Board of Directors
First Federal Savings and Loan Association
of Allen Parish
June 21, 1996
Page 4
21. The Association has received or will receive an opinion from Ferguson & Co.
LLP ("Appraiser's Opinion"), which concludes that the Subscription Rights
to be received by Eligible Account Holders, Supplemental Eligible Account
Holders and other eligible subscribers do not have any ascertainable fair
market value, since they are acquired by the recipients without cost, are
nontransferable and of short duration, and afford the recipients a right
only to purchase Holding Company Conversion Stock at a price equal to its
estimated fair market value, which will be the same price as the Public
offering Price for unsubscribed shares of Holding Company Conversion Stock.
22. The Association's savings depositors will pay expenses of the conversion
solely attributable to them, if any. Holding Company and the Association
will pay their own expenses for the transaction and will not pay any
expenses solely attributable to the savings depositors or to the Holding
Company stockholders. The stockholders of Holding Company will pay the
expenses incurred by themselves in connection with the proposed
transaction.
23. The Eligible Account Holders', Supplemental Eligible Account Holders', and
Other Members' proprietary interest in the Association arise solely by
virtue of the fact that they are account holders in the Association.
24. No creditors of the Association or the depositors in their role as
creditors, have taken any steps to enforce their claims against the
Association by instituting Bankruptcy or other legal proceedings, in either
a court or appropriate regulatory agency, that would eliminate the
proprietary interests of the members prior to the Conversion of the
Association including depositors as equity holders of the Association.
25. The liabilities of the Association assumed by Stock Association plus the
liabilities, if any, to which the transferred assets are subject were
incurred by the Association in the ordinary course of its business and are
associated with the assets transferred.
26. Holding Company has no plan or intention to sell or otherwise dispose of
the stock of Stock Association received by it in the proposed transaction.
27. No amount of savings accounts or deposits as of the Eligibility Record Date
will be excluded from participation in the Liquidation Account.
28. The Association will not have any net operating losses, capital loss
carryovers or built-in losses at the time of the Conversion.
29. The Association has received an opinion letter from the law firm of Luse,
Lehman, Gorman, Pomerenk & Schick substantially in the form of the attached
regarding the federal income tax consequences of the Conversion ("Federal
Tax Opinion").
<PAGE>
Board of Directors
First Federal Savings and Loan Association
of Allen Parish
June 21, 1996
Page 5
STATEMENT OF LOUISIANA LAW
Louisiana net income, as defined by Louisiana Revised Statute 47:287.67,
means net income which is earned within or derived from sources within the State
of Louisiana after adjustments permitted under Louisiana law including a federal
income tax deduction and an allowance for net operating losses, if any.
Further, in accordance with Louisiana law and with the tax return used to
compute the Louisiana Corporate income tax, federal net income is the starting
point in computing Louisiana net income for corporate income tax purposes. The
Holding Company will be subject to Louisiana Corporate Income Tax subject to
certain exclusions. Louisiana Revised Statute 47:287.71, paragraph (6), states
that amounts received as dividend income from capital stock associations whose
stock is subject to ad valorem taxation are excluded from Louisiana corporate
income tax. As a result, the Holding Company will be subject to Louisiana
corporate income tax, except that dividend income from the Association is
excluded from taxable income.
The Louisiana franchise tax is imposed on every domestic corporation and
every foreign corporation, exercising its charter, or qualified to do business
or actually doing business in the State of Louisiana, or owning or using any
part or all of its capital, plant, and any other property in the State of
Louisiana. The Louisiana franchise tax is computed based on the amount of the
corporation's issued and outstanding common stock, surplus, undivided profits
and borrowed capital. Louisiana Revised Statute 47:602 allows an exclusion for
the franchise tax base for any corporation having as a subsidiary, a banking
corporation. The Holding Company is allowed to deduct from its capital stock,
surplus, undivided profits and borrowed capital, its investments in and advances
to such subsidiary banking corporation to the extent that such investments and
advances exceed the difference between the total assets and the capital stock,
surplus, undivided profits and borrowed capital of the holding corporation.
First Federal will also be subject to the Louisiana Shares Tax which is
imposed on the assessed value of its stock. The formula for deriving the
assessed value is to calculate 15 percent of the sum of (a) 20 percent of the
Corporation's capitalized earnings, plus (b) 80 percent of the Association's
taxable stockholders' equity and to subtract from that figure 50 percent of the
Association's real and personal property assessment. Various items may also be
subtracted in calculating the Association's capitalized earnings.
<PAGE>
Board of Directors
First Federal Savings and Loan Association
of Allen Parish
June 21, 1996
Page 6
OPINION
Based solely upon the facts and representations stated herein, the
Appraiser's Opinion and in reliance upon the Federal Tax Opinion, and assuming
the transaction occurs in accordance with the Plan of Conversion, it is our
opinion that, for Louisiana Corporate Income and Franchise tax purposes:
1. The change in the form of operation of the Association from a federal
mutual savings and loan association to a federal stock savings loan
association, as described above, will constitute a reorganization within
the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986,
as amended ("Code"), and no gain or loss will be recognized to either the
Association or to the Stock Association as a result of such conversation.
(See Rev. Rul. 80-105, 1980-1 C.B. 78). The Association and the Stock
Association will each be a party to a reorganization within the meaning of
Section 368(b) of the Code. (Rev. Rul. 72-206, 1972-1 C.B. 104).
2. No gain or loss will be recognized by the Stock Association on the receipt
of money from the Holding Company in exchange for shares of common stock of
the Stock Association. (Section 1032(a) of the Code).
3. The Holding Company will recognize no gain or loss upon receipt of money
from stockholders in exchange for shares of Holding Company Conversion
Stock. (Section 1032(a) of the Code).
4. The assets of the Association will have the same basis in the hands of the
Stock Association as in the hands of the Association immediately prior to
the Conversion. (Section 362(b) of the Code).
5. The holding period of the assets of the Association to be received by the
Stock Association will include the period during which the assets were held
by the Association prior to the Conversion. (Section 1223(2) of the Code).
6. No gain or loss will be recognized by the depositors of the Association
upon the issuance to them of withdrawable savings accounts in the Stock
Association in the same dollar amount as their savings accounts in the
Association plus an interest in the Liquidation Account of the Stock
Association, as described above, in exchange for their savings accounts in
the Association. (Section 354(a) of the Code).
7. The basis of the depositors' savings accounts in the Stock Association
received by the depositor's of the Association will be the same as the
basis of their savings accounts in the Association surrendered in exchange
<PAGE>
Board of Directors
First Federal Savings and Loan Association
of Allen Parish
June 21, 1996
Page 7
therefor. The basis of each account holder's interest in the Liquidation
Account of the Stock Association received by the depositors will be zero,
that being the cost of such property. The basis of the non-transferable
subscription rights will be zero, provided that such subscription rights
are not deemed to have a fair market value and that the subscription price
of such stock issuable upon exercise of such rights is equal to the fair
market value of such stock. The basis of the Holding Company Conversion
Stock to its stockholders will be the purchase price thereof, increased by
the basis, if any, of the subscription rights exercised. (Section 1012 of
the Code). The stockholder's holding period will commence upon the exercise
of the subscription rights. (Section 1223(6) of the Code).
8. Provided that the amount to be paid for Holding Company Stock pursuant to
the exercise of the subscription rights is equal to the fair market value
of such Common Stock, no gain or loss will be recognized by depositors
under the Plan upon the distribution to them of non-transferable
subscription rights to purchase shares of Holding Company Conversion Stock.
(Rev. Rul. 56-572, 1956-2 C.B. 234).
9. For purposes of Section 381 of the Code, the Stock Association will be
treated as if there had been no reorganization. Accordingly, the taxable
year of the Association will not end on the effective date of the
Conversion merely because of the transfer of assets of the Association to
the Stock Association, and the tax attributes of the Association will be
taken into account by the Stock Association as if there had been no
reorganization. (Treas. Reg. (S)1.381(b)-(1)(a)(2)).
10. The part of the taxable year of the Association before the reorganization
and the part of the taxable year of the Stock Association after the
reorganization will constitute a single taxable year of the Stock
Association. (Treas. Reg. (S)1.381(b)-1(a)(2); Rev. Rul. 57-276, 1957-1
C.B. 126).
11. Pursuant to the provisions of Section 381(c)(4) of the Code and Treas. Reg.
Section 1.381(c)(4)-1(a)(1)(ii), the Stock Association will succeed to and
take into account, immediately after the reorganization, those accounts of
the Association which represent bad debt reserves in respect of which the
Association has taken a bad debt deduction for taxable years ending on or
before the date of the transfer. The bad debt reserves will not be
required to be restored to the gross income of either the Association or
the Stock Association for the taxable year of the transfer, and such bad
debt reserves will have the same character in the hands of the Stock
Association as they would have had in the hands of the Association if no
distribution or transfer had occurred. (Section 593(e) of the Code).
<PAGE>
Board of Directors
First Federal Savings and Loan Association
of Allen Parish
June 21, 1996
Page 8
12. Regardless of any book entries that are made for the establishment of the
Liquidation Account, the Conversion, as described above, will not diminish
the accumulated earnings and profits of the Stock Association available for
the subsequent distribution of dividends within the meaning of Section 316
of the Code. (Treas. Reg. (S)1.312-11(b) and (c)). The creation of the
Liquidation Account on the records of the Stock Association will have no
effect on its taxable income, deductions for additions to reserves for bad
debts under Section 593 of the Code, or distributions to stockholders under
Section 593(e) of the Code. (Rev. Rul. 68-475, 1968-2 C.B. 259).
13. A shareholder's holding period for Holding Company Conversion Stock
acquired through the exercise of the Subscription Rights shall begin on the
date on which the Subscription Rights are exercised. (Section 1223(6) of
the Code.) The holding period for the Holding Company Conversion Stock
purchased pursuant to the Community Offering or Public Offering or under
other purchase arrangements will commence on the date following the date on
which such stock is purchased. (Rev. Rul. 70-598, 1970-2 C.B. 168).
Our opinion under paragraph (6) and (7) above are predicated on the
representation that no person shall receive any payment in lieu of the issuance
of Subscription Rights as well as the assumption that based on the Appraiser's
opinion, such Rights have no fair market value.
LIMITATIONS ON OPINION
Our opinions contained herein are expressly limited to the Louisiana
Corporate Income and Franchise Tax discussed above and are specifically
predicated upon the Federal Tax Opinion being correct, and because the federal
tax rules are the starting point for Louisiana purposes we are assuming the
Federal Tax Opinion is correct. No opinion, either express or implied, is given
on any matter not expressly discussed above.
Our opinions expressed herein are based solely upon current provisions of
the Louisiana Revised Statutes, as amended, including applicable regulations
thereunder and current judicial and administrative authority. Any future
amendments of the Louisiana Revised Statutes, or applicable regulations, or new
judicial decisions or administrative interpretations, any of which could be
retroactive in effect, could cause us to modify our opinion. No opinion is
expressed herein with regard to any federal tax matter or state tax consequences
of the Conversion under any section of the Louisiana Revised Statutes except if
and to the extent specifically addressed.
<PAGE>
Board of Directors
First Federal Savings and Loan Association
of Allen Parish
June 21, 1996
Page 9
Since this letter is rendered in advance of the closing of this
transaction, we have assumed that the transaction will be consummated in
accordance with the Plan of Conversion as well as all the information and
representations referred to herein. Any change in the transaction could cause us
to modify our opinion.
Sincerely,
DARNALL, SIKES, KOLDER, FREDERICK & RAINEY
(A Corporation of Certified Public
Accountants)
Conrad Chapman, CPA
CC/kbl
<PAGE>
[LETTERHEAD OF FERGUSON & CO. LLP APPEARS HERE]
Suite 550
122 W. John Carpenter Frwy
Irving, Texas 75039 MAY 28, 1996
(214) 869-1177
(214) 869-2743 Fax
BOARD OF DIRECTORS
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
222 SOUTH 10TH STREET
OAKDALE, LOUISIANA 71463
PLAN OF CONVERSION, SUBSCRIPTION RIGHTS
---------------------------------------
DEAR DIRECTORS:
Terms used in this letter not otherwise defined herein have the same
meanings for such terms in the Plan of Conversion adopted by the Board of
Directors of First Federal Savings and Loan Association of Allen Parish,
Oakdale, Louisiana ("First Federal" or the "Association"), under which the
Association will convert from a mutual savings and loan association to a stock
savings and loan association and issue all of the Association's stock to First
Allen Parish Bancorp, Inc. (the "Holding Company"). Simultaneously, the Holding
Company will issue shares of common stock.
We understand that in accordance with the Plan of Conversion, Subscription
Rights to purchase shares of Common Stock in the Holding Company are to be
issued to (1) Eligible Account Holders, (2) The Association's tax qualified
employee plans, (3) Supplemental Eligible Account Holders, and (4) Other
Members. Based solely upon our observation that the Subscription Rights will be
available to such parties without cost, will be legally non-transferable and of
short duration, and will afford such parties the right only to purchase shares
of Common Stock at the same price to be paid by members of the general public in
the Community Offering, but without undertaking any independent investigation of
state or federal laws or the position of the Internal Revenue Service with
respect to such issue, we are of the belief that:
(1) the Subscription Rights will have no ascertainable market value; and
(2) the price at which the Subscription Rights are exercisable will not be
more or less than the pro forma market value of the shares upon
issuance.
Changes in the local and national economy, the legislative and regulatory
environment, the stock market, interest rates and other external forces (e.g.,
natural disasters or significant global events) occur from time to time and may
materially affect the value of thrift stocks as a whole or the Holding Company's
value. Accordingly, no assurance can be given that persons who subscribe to
shares of Common Stock in the Conversion will thereafter be able to sell such
shares at the same price paid in the Subscription Offering.
Sincerely,
/s/ Robin L. Fussell
Robin L. Fussell
Principal
<PAGE>
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this ___
day of __________, 199_, by and between First Federal Savings and Loan
Association of Allen Parish (hereinafter referred to as the "Association"
whether in mutual or stock form), and ______________ (the "Employee").
WHEREAS, the Employee is currently serving as ___________________ of the
Association; and
WHEREAS, the Association has adopted a plan of conversion whereby the
Association will convert to capital stock form as the subsidiary of First Allen
Parish Bancorp, Inc. (the "Holding Company"), subject to the approval of the
Association's members and the Office of Thrift Supervision (the "Conversion");
and
WHEREAS, the board of directors of the Association ("Board of Directors")
recognizes that, as is the case with publicly held corporations generally, the
possibility of a change in control of the Holding Company and/or the Association
may exist and that such possibility, and the uncertainty and questions which it
may raise among management, may result in the departure or distraction of key
management personnel to the detriment of the Association, the Holding Company
and their respective stockholders; and
WHEREAS, the Board of Directors believes it is in the best interests of the
Association to enter into this Agreement with the Employee in order to assure
continuity of management of the Association and to reinforce and encourage the
continued attention and dedication of the Employee to the Employee's assigned
duties without distraction in the face of potentially disruptive circumstances
arising from the possibility of a change in control of the Holding Company or
the Association, although no such change is now contemplated; and
WHEREAS, the Board of Directors has approved and authorized the execution
of this Agreement with the Employee to take effect as stated in Section 2
hereof;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein, it is AGREED as follows:
1. Definitions.
-----------
(a) The term "Change in Control" means (1) an event of a nature
that (i) results in a change in control of the Association or the Holding
Company within the meaning of the Home Owners' Loan Act of 1933 and 12 C.F.R.
Part 574 as in effect on the date hereof; or (ii) would be required to be
reported in response to Item 1 of the current report on Form 8-K, as in effect
on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"); (2) any person (as the term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner
(as defined in Rule 13d-3 under the
<PAGE>
Exchange Act), directly or indirectly of securities of the Association or the
Holding Company representing 20% or more of the Association's or the Holding
Company's outstanding securities; (3) individuals who are members of the board
of directors of the Association or the Holding Company on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination for election by
the Holding Company's stockholders was approved by the nominating committee
serving under an Incumbent Board, shall be considered a member of the Incumbent
Board; or (4) a reorganization, merger, consolidation, sale of all or
substantially all of the assets of the Association or the Holding Company or a
similar transaction in which the Association or the Holding Company is not the
resulting entity. The term "Change in Control" shall not include an acquisition
of securities by an employee benefit plan of the Association or the Holding
Company or the acquisition of securities of the Association by the Holding
Company in connection with the Conversion. In the application of 12 C.F.R. Part
574 to a determination of a Change in Control, determinations to be made by the
OTS or its Director under such regulations shall be made by the Board of
Directors.
(b) The term "Commencement Date" means the date of completion of
Conversion.
(c) The term "Date of Termination" means the date upon which the
Employee ceases to serve as an employee of the Association.
(d) The term "Involuntarily Termination" means termination of
the employment of Employee without the Employee's express written consent, and
shall include a material diminution of or interference with the Employee's
duties, responsibilities and benefits as _________ of the Association, including
(without limitation) any of the following actions unless consented to in writing
by the Employee: (1) a change in the principal workplace of the Employee to a
location outside of a 30 mile radius from the Association's headquarters office
as of the date hereof; (2) a material demotion of the Employee; (3) a material
reduction in the number or seniority of other Association personnel reporting to
the Employee or a material reduction in the frequency with which, or in the
nature of the matters with respect to which, such personnel are to report to the
Employee, other than as part of an Association- or Holding Company-wide
reduction in staff; (4) a material adverse change in the Employee's salary,
perquisites, benefits, contingent benefits or vacation, other than as part of an
overall program applied uniformly and with equitable effect to all members of
the senior management of the Association or the Holding Company; and (5) a
material permanent increase in the required hours of work or the workload of the
Employee. The term "Involuntary Termination" does not include Termination for
Cause or termination of employment due to retirement, death, disability or
suspension or temporary or permanent prohibition from participation in the
conduct of the Association's affairs under Section 8 of the Federal Deposit
Insurance Act ("FDIA").
(e) The terms "Termination for Cause" and "Terminated For Cause"
mean termination of the employment of the Employee because of the Employee's
personal dishonesty, incompetence, willful misconduct, breach of a fiduciary
duty involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule, or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order, or material breach of
2
<PAGE>
any provision of this Agreement. The Employee shall not be deemed to have been
Terminated for Cause unless and until there shall have been delivered to the
Employee a copy of a resolution, duly adopted by the affirmative vote of not
less than a majority of the entire membership of the Board of Directors of the
Association at a meeting of the Board called and held for such purpose (after
reasonable notice to the Employee and an opportunity for the Employee, together
with the Employee's counsel, to be heard before the Board), stating that in the
good faith opinion of the Board the Employee has engaged in conduct described in
the preceding sentence and specifying the particulars thereof in detail.
2. Term. The term of this Agreement shall be a period of [UP TO THREE]
----
years commencing on the Commencement Date, subject to earlier termination as
provided herein. Beginning on the first anniversary of the Commencement Date,
and on each anniversary thereafter, the term of this Agreement shall be extended
for a period of one year in addition to the then-remaining term, provided that
-------------
(1) the Association has not given notice to the Employee in writing at least 90
days prior to such anniversary that the term of this Agreement shall not be
extended further; and (2) prior to such anniversary, the Board of Directors of
the Association explicitly reviews and approves the extension. Reference herein
to the term of this Agreement shall refer to both such initial term and such
extended terms.
3. Employment. The Employee is employed as _____________ of the
----------
Association. As such, the Employee shall render administrative and management
services as are customarily performed by persons situated in similar executive
capacities, and shall have such other powers and duties of an officer of the
Association as the Board of Directors may prescribe from time to time.
4. Compensation.
------------
(a) Salary. The Association agrees to pay the Employee during
------
the term of this Agreement, not less frequently than monthly, the salary
established by the Board of Directors, which shall be at least the Employee's
salary in effect as of the Commencement Date. The amount of the Employee's
salary shall be reviewed by the Board of Directors, beginning not later than the
first anniversary of the Commencement Date. Adjustments in salary or other
compensation shall not limit or reduce any other obligation of the Association
under this Agreement. The Employee's salary in effect from time to time during
the term of this Agreement shall not thereafter be reduced.
(b) Discretionary Bonuses. The Employee shall be entitled to
---------------------
participate in an equitable manner with all other executive officers of the
Association in discretionary bonuses as authorized and declared by the Board of
Directors to its executive employees. No other compensation provided for in this
Agreement shall be deemed a substitute for the Employee's right to participate
in such bonuses when and as declared by the Board of Directors.
(c) Expenses. The Employee shall be entitled to receive prompt
--------
reimbursement for all reasonable expenses incurred by the Employee in performing
services under this Agreement in accordance with the policies and procedures
applicable to the executive officers of the Association, provided that the
-------- ----
Employee accounts for such expenses as required under such policies and
procedures.
3
<PAGE>
5. Benefits.
--------
(a) Participation in Retirement and Employee Benefit Plans. The
------------------------------------------------------
Employee shall be entitled to participate in all plans relating to pension,
thrift, profit-sharing, group life and disability insurance, medical and dental
coverage, education, cash bonuses, and other retirement or employee benefits or
combinations thereof, in which the Association's executive officers participate.
(b) Fringe Benefits. The Employee shall be eligible to
---------------
participate in, and receive benefits under, any fringe benefit plans which are
or may become applicable to the Association's executive officers.
6. Vacations; Leave. The Employee shall be entitled to annual paid
----------------
vacation in accordance with the policies established by the Association's Board
of Directors for executive employees and to voluntary leave of absence, with or
without pay, from time to time at such times and upon such conditions as the
Board of Directors of the Association may determine in its discretion.
7. Termination of Employment.
-------------------------
(a) Involuntary Termination. The Board of Directors may
-----------------------
terminate the Employee's employment at any time, but, except in the case of
Termination for Cause, termination of employment shall not prejudice the
Employee's right to compensation or other benefits under this Agreement. In the
event of Involuntary Termination other than in connection with or within twelve
(12) months after a Change in Control, (1) the Association shall pay to the
Employee during the remaining term of this Agreement, the Employee's salary at
the rate in effect immediately prior to the Date of Termination, payable in such
manner and at such times as such salary would have been payable to the Employee
under Section 4 if the Employee had continued to be employed by the Association,
and (2) the Association shall provide to the Employee during the remaining term
of this Agreement substantially the same health benefits as the Association
maintained for its executive officers immediately prior to the Date of
Termination.
(b) Termination for Cause. In the event of Termination for
---------------------
Cause, the Association shall pay the Employee the Employee's salary through the
Date of Termination, and the Association shall have no further obligation to the
Employee under this Agreement.
(c) Voluntary Termination. The Employee's employment may be
---------------------
voluntarily terminated by the Employee at any time upon 90 days written notice
to the Association or upon such shorter period as may be agreed upon between the
Employee and the Board of Directors of the Association. In the event of such
voluntary termination, the Association shall be obligated to continue to pay to
the Employee the Employee's salary and benefits only through the Date of
Termination, at the time such payments are due, and the Association shall have
no further obligation to the Employee under this Agreement.
(d) Change in Control. In the event of Involuntary Termination
-----------------
in connection with or within 12 months after a Change in Control which occurs at
any time while the
4
<PAGE>
Employee is employed under this Agreement, the Association shall, subject to
Section 8 of this Agreement, (1) pay to the Employee in a lump sum in cash
within 25 business days after the Date of Termination an amount equal to 299% of
the Employee's "base amount" as defined in Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"); and (2) provide to the Employee during
the remaining term of this Agreement substantially the same health benefits as
the Association maintained for its executive officers immediately prior to the
Change in Control.
(e) Death; Disability. In the event of the death of the
-----------------
Employee while employed under this Agreement and prior to any termination of
employment, the Employee's estate, or such person as the Employee may have
previously designated in writing, shall be entitled to receive from the
Association the salary of the Employee through the last day of the calendar
month in which the Employee died. If the Employee becomes disabled as defined in
the Association's then current disability plan, if any, or if the employee is
otherwise unable to serve as ______________, this Agreement shall continue in
full force and effect, except that the salary paid to the Employee shall be
reduced by any disability insurance payments made to Employee on policies of
insurance maintained by the Association at its expense.
(f) Temporary Suspension or Prohibition. If the Employee is
-----------------------------------
suspended and/or temporarily prohibited from participating in the conduct of the
Association's affairs by a notice served under Section 8(e)(3) or (g)(1) of the
FDIA, 12 U.S.C. (S) 1818(e)(3) and (g)(1), the Association's obligations under
this Agreement shall be suspended as of the date of service, unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the
Association may in its discretion (1) pay the Employee all or part of the
compensation withheld while its obligations under this Agreement were suspended
and (ii) reinstate in whole or in part any of its obligations which were
suspended.
(g) Permanent Suspension or Prohibition. If the Employee is
-----------------------------------
removed and/or permanently prohibited from participating in the conduct of the
Association's affairs by an order issued under Section 8(e)(4) or (g)(1) of the
FDIA, 12 U.S.C. (S) 1818(e)(4) and (g)(1), all obligations of the Association
under this Agreement shall terminate as of the effective date of the order, but
vested rights of the contracting parties shall not be affected.
(h) Default of the Association. If the Association is in
--------------------------
default (as defined in Section 3(x)(1) of the FDIA), all obligations under this
Agreement shall terminate as of the date of default, but this provision shall
not affect any vested rights of the contracting parties.
(i) Termination by Regulators. All obligations under this
--------------------------
Agreement shall be terminated, except to the extent determined that continuation
of this Agreement is necessary for the continued operation of the Association:
(1) by the Director of the Office of Thrift Supervision (the "Director") or his
or her designee, at the time the Federal Deposit Insurance Corporation enters
into an agreement to provide assistance to or on behalf of the Association under
the authority contained in Section 13(c) of the FDIA; or (2) by the Director or
his or her designee, at the time the Director or his or her designee approves a
supervisory merger to resolve problems related to operation of the Association
or when the Association is determined
5
<PAGE>
by the Director to be in an unsafe or unsound condition. Any rights of the
parties that have already vested, however, shall not be affected by any such
action.
8. Certain Reduction of Payments by the Association.
------------------------------------------------
(a) Notwithstanding any other provision of this Agreement, if
payments under this Agreement, together with any other payments received or to
be received by the Employee in connection with a Change in Control would be
deemed to include an "excess parachute payment" pursuant to Section 280G of the
Code, then benefits under this Agreement shall be reduced (not less than zero)
to the extent necessary to avoid the payment of an excess parachute payment by
the Association. The Employee shall determine the allocation of such reduction
among payments to the Employee.
(b) Any payments made to the Employee pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their compliance
with 12 U.S.C. (S) 1828(k) and any regulations promulgated thereunder.
9. No Mitigation. The Employee shall not be required to mitigate the
-------------
amount of any salary or other payment or benefit provided for in this Agreement
by seeking other employment or otherwise, nor shall the amount of any payment or
benefit provided for in this Agreement be reduced by any compensation earned by
the Employee as the result of employment by another employer, by retirement
benefits after the Date of Termination, or otherwise.
10. Attorneys Fees. In the event the Association exercises its right of
--------------
Termination for Cause, but it is determined by a court of competent jurisdiction
or by an arbitrator pursuant to Section 17 that cause did not exist for such
termination, or if in any event it is determined by any such court or arbitrator
that the Association has failed to make timely payment of any amounts owed to
the Employee under this Agreement, the Employee shall be entitled to
reimbursement for all reasonable costs, including attorneys' fees, incurred in
challenging such termination or collecting such amounts. Such reimbursement
shall be in addition to all rights to which the Employee is otherwise entitled
under this Agreement.
11. No Assignments.
--------------
(a) This Agreement is personal to each of the parties hereto,
and neither party may assign or delegate any of its rights or obligations
hereunder without first obtaining the written consent of the other party;
provided, however, that the Association shall require any successor or assign
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Association, by an
assumption agreement in form and substance satisfactory to the Employee, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Association would be required to perform it if no such
succession or assignment had taken place. Failure of the Association to obtain
such an assumption agreement prior to the effectiveness of any such succession
or assignment shall be a breach of this Agreement and shall entitle the Employee
to compensation from the Association in the same amount and on the same terms as
the compensation pursuant to Section 7(d) hereof. For purposes of implementing
the provisions of
6
<PAGE>
this Section 11(a), the date on which any such succession becomes effective
shall be deemed the Date of Termination.
(b) This Agreement and all rights of the Employee hereunder
shall inure to the benefit of and be enforceable by the Employee's personal and
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Employee should die while any
amounts would still be payable to the Employee hereunder if the Employee had
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to the Employee's devisee,
legatee or other designee or if there is no such designee, to the Employee's
estate.
12. Notice. For the purposes of this Agreement, notices and all other
------
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or sent by certified
mail, return receipt requested, postage prepaid, to the Association at its home
office, to the attention of the Board of Directors with a copy to the Secretary
of the Association, or, if to the Employee, to such home or other address as the
Employee has most recently provided in writing to the Association.
13. Amendments. No amendments or additions to this Agreement shall be
----------
binding unless in writing and signed by both parties, except as herein otherwise
provided.
14. Headings. The headings used in this Agreement are included solely for
--------
convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.
15. Severability. The provisions of this Agreement shall be deemed
------------
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
16. Governing Law. This Agreement shall be governed by the laws of the
-------------
United States to the extent applicable and otherwise by the laws of the State of
Louisiana.
17. Arbitration. Any dispute or controversy arising under or in
-----------
connection with this Agreement shall be settled exclusively by arbitration in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction.
[Remainder of Page Intentionally Left Blank]
7
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.
Attest: FIRST FEDERAL SAVINGS AND LOAN
ASSOCIATION OF ALLEN PARISH
__________________ ___________________________________
Secretary By:
Its:
Employee
___________________________________
8
<PAGE>
FORM OF
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
EMPLOYEE STOCK OWNERSHIP PLAN
(adopted effective January 1, 1996)
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
EMPLOYEE STOCK OWNERSHIP PLAN
This Employee Stock Ownership Plan, executed on the ____ day of
_____________, 1996, by First Federal Savings and Loan Association of Allen
Parish, a federally-chartered stock savings bank (the "Bank"),
W I T N E S S E T H T H A T
WHEREAS, the board of directors of the Bank has resolved to adopt an
employee stock ownership plan for eligible employees in accordance with the
terms and conditions presented to the directors;
NOW, THEREFORE, the Bank hereby adopts the following Plan setting forth the
terms and conditions pertaining to contributions by the Employer and the payment
of benefits to Participants and Beneficiaries.
IN WITNESS WHEREOF, the Bank has adopted this Plan and caused this
instrument to be executed by its duly authorized officers as of the above date.
ATTEST:
______________________________ By: _____________________________
Secretary President
<PAGE>
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Section 1. Plan Identity............................................. 1
1.1 Name...................................................... 1
1.2 Purpose................................................... 1
1.3 Effective Date............................................ 1
1.4 Fiscal Period............................................. 1
1.5 Single Plan for All Employers............................. 1
1.6 Interpretation of Provisions.............................. 1
Section 2. Definitions............................................... 1
Section 3. Eligibility for Participation............................. 8
3.1 Initial Eligibility....................................... 8
3.2 Definition of Eligibility Year............................ 8
3.3 Terminated Employees...................................... 8
3.4 Certain Employees Ineligible.............................. 8
3.5 Participation and Reparticipation......................... 9
3.6 Omission of Eligible Employee............................. 9
3.7 Inclusion of Ineligible Employee.......................... 9
Section 4. Employer Contributions and Credits........................ 9
4.1 Discretionary Contributions............................... 9
4.2 Contributions for Stock Obligations....................... 9
4.3 Definitions Related to Contributions...................... 10
4.4 Conditions as to Contributions............................ 10
4.5 Transfers................................................. 11
Section 5. Limitations on Contributions
and Allocations.................................... 11
5.1 Limitation on Annual Additions............................ 11
5.2 Coordinated Limitation With Other Plans................... 12
5.3 Effect of Limitations..................................... 13
5.4 Limitations as to Certain Participants.................... 13
Section 6. Trust Fund and Its Investment............................. 14
6.1 Creation of Trust Fund.................................... 14
6.2 Stock Fund and Investment Fund............................ 14
6.3 Acquisition of Stock...................................... 14
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6.4 Participants' Option to Diversify......................... 15
Section 7. Voting Rights and Dividends on Stock...................... 16
7.1 Voting and Tendering of Stock............................. 16
7.2 Dividends on Stock........................................ 16
Section 8. Adjustments to Accounts................................... 17
8.1 Adjustments for Transactions.............................. 17
8.2 Valuation of Investment Fund.............................. 17
8.3 Adjustments for Investment Experience..................... 17
Section 9. Vesting of Participants' Interests........................ 17
9.1 Deferred Vesting in Accounts.............................. 17
9.2 Computation of Vesting Years.............................. 18
9.3 Full Vesting Upon Certain Events.......................... 18
9.4 Full Vesting Upon Plan Termination........................ 19
9.5 Forfeiture, Repayment, and Restoral....................... 19
9.6 Accounting for Forfeitures................................ 19
9.7 Vesting and Nonforfeitability............................. 20
Section 10. Payment of Benefits....................................... 20
10.1 Benefits for Participants................................. 20
10.2 Time for Distribution..................................... 20
10.3 Marital Status............................................ 21
10.4 Delay in Benefit Determination............................ 22
10.5 Accounting for Benefit Payments........................... 22
10.6 Options to Receive and Sell Stock......................... 22
10.7 Restrictions on Disposition of Stock...................... 23
10.8 Continuing Loan Provisions; Creation of Projections and
Rights............................................. 23
10.9 Direct Rollover of Eligible Distribution.................. 23
Section 11. Rules Governing Benefit Claims and Review of Appeals...... 24
11.1 Claim for Benefits........................................ 24
11.2 Notification by Committee................................. 24
11.3 Claims Review Procedure................................... 24
Section 12. The Committee and Its Functions........................... 25
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12.1 Authority of Committee.................................... 25
12.2 Identity of Committee..................................... 25
12.3 Duties of Committee....................................... 25
12.4 Valuation of Stock........................................ 26
12.5 Compliance with ERISA..................................... 26
12.6 Action by Committee....................................... 26
12.7 Execution of Documents.................................... 26
12.8 Adoption of Rules......................................... 26
12.9 Responsibilities to Participants.......................... 26
12.10 Alternative Payees in Event of Incapacity................. 26
12.11 Indemnification by Employers.............................. 27
12.12 Nonparticipation by Interested Member..................... 27
Section 13. Adoption, Amendment or Termination of the Plan............ 27
13.1 Adoption of Plan by Other Employers....................... 27
13.2 Adoption of Plan by Successor............................. 27
13.3 Plan Adoption Subject to Qualification.................... 27
13.4 Right to Amend or Terminate............................... 28
Section 14. Miscellaneous Provisions.................................. 28
14.1 Plan Creates No Employment Rights......................... 28
14.2 Nonassignability of Benefits.............................. 28
14.3 Limit of Employer Liability............................... 29
14.4 Treatment of Expenses..................................... 29
14.5 Number and Gender......................................... 29
14.6 Nondiversion of Assets.................................... 29
14.7 Separability of Provisions................................ 29
14.8 Service of Process........................................ 29
14.9 Governing State Law....................................... 29
14.10 Employer Contributions Conditioned on Deductibility....... 29
14.11 Unclaimed Accounts........................................ 29
14.12 Qualified Domestic Relations Order........................ 30
Section 15. Top-Heavy Provisions...................................... 30
15.1 Top-Heavy Plan............................................ 30
15.2 Super Top-Heavy Plan...................................... 31
15.3 Definitions............................................... 31
15.4 Top-Heavy Rules of Application............................ 32
15.5 Top-Heavy Ratio........................................... 33
15.6 Minimum Contributions..................................... 34
15.7 Minimum Vesting........................................... 34
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15.8 Top Heavy Provisions Control in Top-Heavy Plan............ 34
</TABLE>
(iv)
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
EMPLOYEE STOCK OWNERSHIP PLAN
SECTION 1. PLAN IDENTITY.
-------------
1.1 NAME. The name of this Plan is "First Federal Savings and Loan
----
Association of Allen Parish Employee Stock Ownership Plan."
1.2 PURPOSE. The purpose of this Plan is to describe the terms and
-------
conditions under which contributions made pursuant to the Plan will be credited
and paid to the Participants and their Beneficiaries.
1.3 EFFECTIVE DATE. The Effective Date of this Plan is January 1,
--------------
1996.
1.4 FISCAL PERIOD. This Plan shall be operated on the basis of a
-------------
January1 to December 31 fiscal year for the purpose of keeping the Plan's books
and records and distributing or filing any reports or returns required by law.
1.5 SINGLE PLAN FOR ALL EMPLOYERS. This Plan shall be treated as a
-----------------------------
single plan with respect to all participating Employers for the purpose of
crediting contributions and forfeitures and distributing benefits, determining
whether there has been any termination of Service, and applying the limitations
set forth in Section 5.
1.6 INTERPRETATION OF PROVISIONS. The Employers intend this Plan and
----------------------------
the Trust to be a qualified stock bonus plan under Section 401(a) of the Code
and an employee stock ownership plan within the meaning of Section 407(d)(6) of
ERISA and Section 4975(e)(7) of the Code. The Plan is intended to have its
assets invested primarily in qualifying employer securities of one or more
Employers within the meaning of Section 407(d)(3) of ERISA, and to satisfy any
requirement under ERISA or the Code applicable to such a plan.
Accordingly, the Plan and Trust Agreement shall be interpreted and
applied in a manner consistent with this intent and shall be administered at all
times and in all respects in a nondiscriminatory manner.
SECTION 2. DEFINITIONS.
-----------
The following capitalized words and phrases shall have the meanings
specified when used in this Plan and in the Trust Agreement, unless the context
clearly indicates otherwise:
"ACCOUNT" means a Participant's interest in the assets accumulated under
this Plan as expressed in terms of a separate account balance which is
periodically adjusted to reflect his Employer's contributions, the Plan's
investment experience, and distributions and forfeitures.
"ACTIVE PARTICIPANT" means any Employee who has satisfied the
eligibility requirements of Section 3 and who qualifies as an Active Participant
for a particular Plan Year under Section 4.3.
<PAGE>
"BANK" means First Federal Savings and Loan Association of Allen Parish,
and any entity which succeeds to the business of First Federal Savings and Loan
Association of Allen Parish, and adopts this Plan as its own pursuant to Section
14.2.
"BENEFICIARY" means the person or persons who are designated by a
Participant to receive benefits payable under the Plan on the Participant's
death. In the absence of any designation or if all the designated Beneficiaries
shall die before the Participant dies or shall die before all benefits have been
paid, the Participant's Beneficiary shall be his surviving spouse, if any, or
his estate if he is not survived by a spouse. The Committee may rely upon the
advice of the Participant's executor or administrator as to the identity of the
Participant's spouse.
"BREAK IN SERVICE" means any Vesting Year in which an Employee has 500 or
fewer Hours of Service. Solely for this purpose, an Employee shall be
considered employed for his normal hours of paid employment during a Recognized
Absence (said employee shall not be credited with more than 501 Hours of Service
to avoid a Break in Service), unless he does not resume his Service at the end
of the Recognized Absence. Further, if an Employee is absent for any period
beginning on or after January 1, 1985, (i) by reason of the Employee's
pregnancy, (ii) by reason of the birth of the Employee's child, (iii) by reason
of the placement of a child with the Employee in connection with the Employee's
adoption of the child, or (iv) for purposes of caring for such child for a
period beginning immediately after such birth or placement, the Employee shall
be credited with the Hours of Service which would normally have been credited
but for such absence, up to a maximum of 501 Hours of Service.
"CODE" means the Internal Revenue Code of 1986, as amended.
"COMMITTEE" means the committee responsible for the administration of this
Plan in accordance with Section 12.
"COMPANY" means First Allen Parish Bancorp, Inc., the Delaware stock
holding company of Bank.
"DISABILITY" means only a disability which renders the Participant totally
unable, as a result of bodily or mental disease or injury, to perform any duties
for an Employer for which he is reasonably fitted, which disability is expected
to be permanent or of long and indefinite duration. However, this term shall
not include any disability directly or indirectly resulting from or related to
habitual drunkenness or addiction to narcotics, a criminal act or attempt,
service in the armed forces of any country, an act of war, declared or
undeclared, any injury or disease occurring while compensation to the
Participant is suspended, or any injury which is intentionally self-inflicted.
Further, this term shall apply only if (i) the Participant is sufficiently
disabled to qualify for the payment of disability benefits under the federal
Social Security Act or Veterans Disability Act, or (ii) the Participant's
disability is certified by a physician selected by the Committee. Unless the
Participant is sufficiently disabled to qualify for disability benefits under
the federal Social Security Act or Veterans Disability Act, the Committee may
require the Participant to be appropriately examined from time to time by one or
more physicians chosen by the Committee, and no Participant who refuses to be
examined shall be treated as having a Disability. In any event, the Committee's
good faith decision as to whether a Participant's Service has been terminated by
Disability shall be final and conclusive.
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<PAGE>
"EARLY RETIREMENT" means retirement on or after a Participant's attainment
of age 55 and the completion of twenty years of Service for an Employer. If the
participant separates from Service before satisfying the age requirement, but
has satisfied the Service requirement, the Participant will be entitled to elect
early retirement upon satisfaction of the age requirement.
"EFFECTIVE DATE" means January 1, 1996.
"EMPLOYEE" means any individual who is or has been employed or self-
employed by an Employer. "Employee" also means an individual employed by a
leasing organization who, pursuant to an agreement between an Employer and the
leasing organization, has performed services for the Employer and any related
persons (within the meaning of Section 414(n)(6) of the Code) on a substantially
full-time basis for more than one year, if such services are of a type
historically performed by employees in the Employer's business field. However,
such a "leased employee" shall not be considered an Employee if (i) he
participates in a money purchase pension plan sponsored by the leasing
organization which provides for immediate participation, immediate full vesting,
and an annual contribution of at least 10 percent of the Employee's Total
Compensation, and (ii) leased employees do not constitute more than 20 percent
of the Employer's total work force (including leased employees, but excluding
Highly Paid Employees and any other employees who have not performed services
for the Employer on a substantially full-time basis for at least one year).
"EMPLOYER" means the Bank or any affiliate within the purview of section
414(b), (c) or (m) and 415(h) of the Code, any other corporation, partnership,
or proprietorship which adopts this Plan with the Bank's consent pursuant to
Section 13.1, and any entity which succeeds to the business of any Employer and
adopts the Plan pursuant to Section 13.2.
"ENTRY DATE" means the Effective Date of the Plan and each January 1 of
each Plan Year thereafter.
"ERISA" means the Employee Retirement Income Security Act of 1974 (P.L. 93-
406, as amended).
"HIGHLY PAID EMPLOYEE" for any Plan Year means an Employee who, during
either of that or the immediately preceding Plan Year, (i) owned more than five
percent of the outstanding equity interest or the outstanding voting interest in
any Employer, (ii) had Total Compensation exceeding $75,000 (as adjusted
pursuant to section 415(d) of the Code), (iii) had Total Compensation exceeding
$50,000 (as adjusted pursuant to section 415(d) of the Code) and was among the
most highly compensated one-fifth of all Employees, or (iv) was at any time an
officer of an Employer and had Total Compensation exceeding $45,000 (or 50
percent of the currently applicable dollar limit under Section 415(b)(1)(A) of
the Code). For this purpose:
(a) "Total Compensation" shall include any amount which is excludable
from the Employee's gross income for tax purposes pursuant to Sections 125,
402(a)(8), 402(h)(1)(B), or 403(b) of the Code.
(b) The number of Employees in "the most highly compensated one-fifth
of all Employees" shall be determined by taking into account all
individuals working for all related Employer entities described in the
definition of "Service", but excluding any individual who has not completed
six months of Service, who normally works fewer than 17-1/2 hours per week
or in fewer than six months per year, who has not reached age 21, whose
employment is covered
-3-
<PAGE>
by a collective bargaining agreement, or who is a nonresident alien who
receives no earned income from United States sources.
(c) The number of individuals counted as "officers" shall not be more
than the lesser of (i) 50 individuals and (ii) the greater of 3 individuals
or 10 percent of the total number of Employees. If no officer earns more
than $45,000 (or the adjusted limit), then the highest paid officer shall
be a Highly Paid Employee.
(d) A former employee shall be treated as a highly compensated
employee if such employee was a highly paid employee when such employee
separated from service, or if such employee was a highly paid employee at
any time after attaining age 55.
"HOURS OF SERVICE" means hours to be credited to an Employee under the
following rules:
(a) Each hour for which an Employee is paid or is entitled to be paid
for services to an Employer is an Hour of Service.
(b) Each hour for which an Employee is directly or indirectly paid or
is entitled to be paid for a period of vacation, holidays, illness,
disability, lay-off, jury duty, temporary military duty, or leave of
absence is an Hour of Service. However, except as otherwise specifically
provided, no more than 501 Hours of Service shall be credited for any
single continuous period which an Employee performs no duties. No more than
501 hours of service will be credited under this paragraph for any single
continuous period (whether or not such period occurs in a single
computation period). Further, no Hours of Service shall be credited on
account of payments made solely under a plan maintained to comply with
worker's compensation, unemployment compensation, or disability insurance
laws, or to reimburse an Employee for medical expenses.
(c) Each hour for which back pay (ignoring any mitigation of damages)
is either awarded or agreed to by an Employer is an Hour of Service.
However, no more than 501 Hours of Service shall be credited for any single
continuous period during which an Employee would not have performed any
duties. The same hours of service will not be credited both under paragraph
(a) or (b) as the case may be, and under this paragraph (c). These hours
will be credited to the employee for the computation period or periods to
which the award or agreement pertains rather than the computation period in
which the award agreement or payment is made.
(d) Hours of Service shall be credited in any one period only under
one of the foregoing paragraphs (a), (b) and (c); an Employee may not get
double credit for the same period.
(e) If an Employer finds it impractical to count the actual Hours of
Service for any class or group of non-hourly Employees, each Employee in
that class or group shall be credited with 45 Hours of Service for each
weekly pay period in which he has at least one Hour of Service. However, an
Employee shall be credited only for his normal working hours during a paid
absence.
(f) Hours of Service to be credited on account of a payment to an
Employee (including back pay) shall be recorded in the period of Service
for which the payment was made.
-4-
<PAGE>
If the period overlaps two or more Plan Years, the Hours of Service credit
shall be allocated in proportion to the respective portions of the period
included in the several Plan Years. However, in the case of periods of 31
days or less, the Administrator may apply a uniform policy of crediting the
Hours of Service to either the first Plan Year or the second.
(g) In all respects an Employee's Hours of Service shall be counted
as required by Section 2530.200b-2(b) and (c) of the Department of Labor's
regulations under Title I of ERISA.
"INVESTMENT FUND" means that portion of the Trust Fund consisting of assets
other than Stock.
"NORMAL RETIREMENT" means retirement on or after a Participant's 65th
birthday.
"PARTICIPANT" means any Employee who is participating in the Plan, or who
has previously participated in the Plan and still has a balance credited to his
Account.
"PLAN YEAR" means the twelve month period commencing January 1 and ending
December 31, and each succeeding 12 consecutive month period.
"RECOGNIZED ABSENCE" means a period for which --
(a) an Employer grants an Employee a leave of absence for a limited
period, but only if an Employer grants such leave on a nondiscriminatory
basis; or
(b) an Employee is temporarily laid off by an Employer because of a
change in business conditions; or
(c) an Employee is on active military duty, but only to the extent
that his employment rights are protected by the Military Selective Service
Act of 1967 (38 U.S.C. Sec. 2021).
"ROLL OVER ACCOUNT" means the separate account established to hold a
Participant's roll-over contributions and direct transfers.
"SERVICE" means an Employee's period(s) of employment or self-employment
with an Employer, excluding for initial eligibility purposes any period in which
the individual was a nonresident alien and did not receive from an Employer any
earned income which constituted income from sources within the United States.
An Employee's Service shall include any service which constitutes service with a
predecessor employer within the meaning of Section 414(a) of the Code. An
Employee's Service shall also include any service with an entity which is not an
Employer, but only either (i) for a period after 1975 in which the other entity
is a member of a controlled group of corporations or is under common control
with other trades and businesses within the meaning of Section 414(b) or 414(c)
of the Code, and a member of the controlled group or one of the trades and
businesses is an Employer, (ii) for a period after 1979 in which the other
entity is a member of an affiliated service group within the meaning of Section
414(m) of the Code, and a member of the affiliated service group is an Employer,
or (iii) all employers aggregated with the Employer under Section 414(o) of the
Code (but not until the Proposed Regulations under Section 414(o) become
effective).
-5-
<PAGE>
"SPOUSE" means the individual, if any, to whom a Participant is lawfully
married on the date benefit payments to the Participant are to begin, or on the
date of the Participant's death, if earlier. A former spouse shall be treated
as the Spouse or surviving spouse to the extent provided under a qualified
domestic relations order as described in section 414(p) of the Code.
"STOCK" means shares of the Company's voting common stock or preferred
stock meeting the requirements of Section 409(e)(3) of the Code issued by an
Employer which is a member of the same controlled group of corporations within
the meaning of Code Section 414(b).
"STOCK FUND" means that portion of the Trust Fund consisting of Stock.
"STOCK OBLIGATION" means an indebtedness arising from any extension of
credit to the Plan or the Trust which satisfies the requirements set forth in
Section 6.3 and which was obtained for any or all of the following purposes:
(i) to acquire qualifying employer securities as defined in
Treasury Regulations (S) 54,4975012l
(ii) to repay such Stock Obligation; or
(iii) to repay a prior exempt loan.
"TOTAL COMPENSATION" (a) shall mean:
(i) A Participant's wages, salaries, fees for
professional services and other amounts received (without
regard to whether an amount is paid in cash) for personal
services actually rendered in the course of employment with the
Employer while a Participant in the Plan, (including, but not
limited to, commissions paid to salesmen, compensation for
services on the basis of a percentage of profits, commissions
on insurance premiums, tips, bonuses, severance payments and
amounts paid as a result of termination, and any deferred
compensation contributions made to this or any other Section
401(k) Plan on behalf of the Participants), taxable fringe
benefits, reimbursements and expense allowances under a
nonaccountable plan (as described in Section 1.62-2(c) of the
Treasury Regulations).
(ii) Amounts described in sections 104(a)(3),
105(a), and 105(h), but only to the extent that these amounts
are includable in the gross income of the employee.
(iii) Amounts paid or reimbursed by the employer for
moving expenses incurred by an employee, but only to the extent
that at the time of payment it is reasonable to believe that
these amounts are not deductible by the employee under section
217.
-6-
<PAGE>
(iv) The value of a non-qualified stock option
granted to an employee by the employer, but only to the extent
that the value of the option is includable in the gross income
of the employee for the taxable year in which granted.
(v) The amount includable in the gross income of an
employee upon making the election described in section 83(b).
(b) The term "Total Compensation" does not include items such as:
(i) Contributions made by the Employer to a Plan of
deferred compensation to the extent that before the application
of Section 415 limitations to the Plan, the contributions are
not includable in the gross income of the Employee for the
taxable year in which contributed, except for deferred
compensation contributions made by the Employer to a Section
401(k) Plan on behalf of the Participant. However, for purposes
of computing Code Section 415 annual additions, deferred
compensation contributions made by the Employer to a Section
401(k) Plan on behalf of a Participant shall be deducted from
Total Compensation. In addition, Employer contributions made on
behalf of an Employee to a simplified employee pension plan
described in Code Section 408(k) are not considered as
compensation for the taxable year in which contributed to the
extent such contributions are deductible by the Employee under
Code Section 219(b)(7). Additionally, any distributions from a
Plan of deferred compensation are not considered as
compensation for Code Section 415 purposes, regardless of
whether such amounts are includable in the gross income of the
Employee when distributed. However, any amounts received by an
Employee pursuant to an unfunded non-qualified Plan may be
considered as compensation for Code Section 415 purposes in the
year such amounts are includable in the gross income of the
Employee.
(ii) Amounts realized from the exercise of a non-
qualified stock option, or when restricted stock (or property)
held by an Employee either becomes freely transferable or is no
longer subject to a substantial risk of forfeiture.
(iii) Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock
option.
(iv) Other amounts which receive special tax
benefits, such as premiums for group term life insurance (but
only to the extent that the premiums are not includable in the
gross income of the Employee), or contributions made by the
Employer (whether or not under a salary reduction agreement)
towards the purchase of an annuity contract described in Code
Section 403(b) (whether or not the contributions are excludable
from the gross income of the Employee).
(c) For Plan Years beginning after December 31, 1993, Total
Compensation in excess of $150,000 (as indexed) shall be disregarded for
all Participants. For purposes of this sub-section, the $150,000 limit
shall be referred to as the "applicable limit" for the Plan Year in
-7-
<PAGE>
question. Such amount shall be adjusted in such manner as permitted under
Code Section 401(a)(17)(B), effective for the Plan Year which begins within
the applicable calendar year. For purposes of the applicable limit, Total
Compensation shall be prorated over short plan years. In determining the
Total Compensation of a Participant for purposes of the applicable limit,
the rules of Code Section 414(q)(6) shall apply, except as set forth in
Section 4.3 hereof. If as a result of the application of such rules, the
adjusted applicable limit is exceeded, then the limitation shall be
prorated among the affected individuals in proportion to each such
individual's Total Compensation, as determined under this Section prior to
the application of this limitation.
"TRUST" OR "TRUST FUND" means the trust fund created under this Plan.
"TRUST AGREEMENT" means the agreement between the Bank and the Trustee
concerning the Trust Fund. If any assets of the Trust Fund are held in a
co-mingled trust fund with assets of other qualified retirement plans, "Trust
Agreement" shall be deemed to include the trust agreement governing that
co-mingled trust fund. With respect to the allocation of investment
responsibility for the assets of the Trust Fund, the provisions of Article II of
the Trust Agreement are incorporated herein by reference.
"TRUSTEE" means one or more corporate persons or individuals selected from
time to time by the Bank to serve as trustee or co-trustees of the Trust Fund.
"UNALLOCATED STOCK FUND" means that portion of the Stock Fund consisting of
the Plan's holding of stock which have been acquired in exchange for one or more
Stock obligations and which have not yet been allocated to the Participant's
Accounts in accordance with Section 4.2
"VALUATION DATE" means the last day of the Plan Year and each other date as
of which the committee shall determine the investment experience of the
Investment Fund and adjust the Participants' accounts accordingly.
"VALUATION PERIOD" means the period following a Valuation Date and ending
with the next Valuation Date.
"VESTING YEAR" means a unit of Service credited to a Participant pursuant
to Section 9.2 for purposes of determining his vested interest in his Account.
SECTION 3. ELIGIBILITY FOR PARTICIPATION.
-----------------------------
3.1 INITIAL ELIGIBILITY. An Employee shall enter the Plan as of the
-------------------
last Entry Date preceding the later of the following dates:
(a) the last day of the Employee's first Eligibility Year, and
(b) the Employee's 21st birthday. However, if an Employee is not in
active Service with an Employer on the date he would otherwise first enter
the Plan, his entry shall be deferred until the next day he is in Service.
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<PAGE>
3.2 DEFINITION OF ELIGIBILITY YEAR. An "Eligibility Year" means an
------------------------------
applicable eligibility period (as defined below) in which the Employee has
completed 1,000 Hours of Service for the Employer. For this purpose:
(a) an Employee's first "eligibility period" is the 12-consecutive
month period beginning on the first day on which he has an Hour of Service,
and
(b) his subsequent eligibility periods will be 12-consecutive month
periods beginning on each January 1 after that first day of Service.
3.3 TERMINATED EMPLOYEES. No Employee shall have any interest or rights
--------------------
under this Plan if he is never in active Service with an Employer on or after
the Effective Date.
3.4 CERTAIN EMPLOYEES INELIGIBLE. No Employee shall participate in the
----------------------------
Plan while his Service is covered by a collective bargaining agreement between
an Employer and the Employee's collective bargaining representative if (i)
retirement benefits have been the subject of good faith bargaining between the
Employer and the representative and (ii) the collective bargaining agreement
does not provide for the Employee's participation in the Plan. No Employee
shall participate in the Plan while he is actually employed by a leasing
organization rather than an Employer.
3.5 PARTICIPATION AND REPARTICIPATION. Subject to the satisfaction of
---------------------------------
the foregoing requirements, an Employee shall participate in the Plan during
each period of his Service from the date on which he first becomes eligible
until his termination. For this purpose, an Employee returning within five years
of his or her termination who previously satisfied the initial eligibility
requirements or returning after 5 consecutive one year Breaks in Service with a
vested account balance in the Plan shall re-enter the Plan as of the date of his
return to Service with an Employer.
3.6 OMISSION OF ELIGIBLE EMPLOYEE. If, in any Plan Year, any Employee
-----------------------------
who should be included as a Participant in the Plan is erroneously omitted and
discovery of such omission is not make until after a contribution by his
Employer for the year has been made, the Employer shall make a subsequent
contribution with respect to the omitted Employee in the amount which the said
Employer would have contributed shall be made regardless of whether or not it is
deductible in whole or in part in any taxable year under applicable provisions
of the Code.
3.7 INCLUSION OF INELIGIBLE EMPLOYEE. If, in any Plan Year, any person
--------------------------------
who should not have been included as a Participant in the Plan is erroneously
included and discovery of such incorrect inclusion is not made until after a
contribution for the year has been made, the Employer shall not be entitled to
recover the contribution made with respect to the ineligible person regardless
of whether or not a deduction is allowable with respect to the ineligible person
shall constitute a Forfeiture for the Plan Year in which the discovery is made.
SECTION 4. CONTRIBUTIONS AND CREDITS.
-------------------------
4.1 DISCRETIONARY CONTRIBUTIONS. The Employer shall from time to time
---------------------------
contribute, with respect to a Plan Year, such amounts as it may determine from
time to time. The Employer shall have no obligation to contribute any amount
under this Plan except as so determined in its sole discretion. The
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<PAGE>
Employer's contributions and available forfeitures for a Plan Year shall be
credited as of the last day of the year to the Accounts of the Active
Participants in proportion to their amounts of Cash Compensation.
4.2 CONTRIBUTIONS FOR STOCK OBLIGATIONS. If the Trustee, upon
-----------------------------------
instructions from the Committee, incurs any Stock Obligation upon the purchase
of Stock, the Employer may contribute for each Plan Year an amount sufficient to
cover all payments of principal and interest as they come due under the terms of
the Stock Obligation. If there is more than one Stock Obligation, the Employer
shall designate the one to which any contribution is to be applied. Investment
earnings realized on Employer contributions and any dividends paid by the
Employer on Stock held in the Unallocated Stock Account, which earnings and
dividends shall be applied to the Stock Obligation related to that Stock.
In each Plan Year in which Employer contributions, earnings on
contributions, or dividends on unallocated Stock are used as payments under a
Stock Obligation, a certain number of shares of the Stock acquired with that
Stock Obligation which is then held in the Unallocated Stock Fund shall be
released for allocation among the Participants. The number of shares released
shall bear the same ratio to the total number of those shares then held in the
Unallocated Stock Fund (prior to the release) as (i) the principal and interest
payments made on the Stock Obligation in the current Plan Year bears to (ii)
the sum of (i) above, and the remaining principal and interest payments required
---
(or projected to be required on the basis of the interest rate in effect at the
end of the Plan Year) to satisfy the Stock Obligation.
At the direction of the Committee, the current and projected payments of
interest under a Stock Obligation may be ignored in calculating the number of
shares to be released in each year if (i) the Stock Obligation provides for
annual payments of principal and interest at a cumulative rate that is not less
rapid at any time than level annual payments of such amounts for 10 years, (ii)
the interest included in any payment is ignored only to the extent that it would
be determined to be interest under standard loan amortization tables, and (iii)
the term of the Stock Obligation, by reason of renewal, extension, or
refinancing, has not exceeded 10 years from the original acquisition of the
Stock.
For these purposes, each Stock Obligation, the Stock purchased with it, and
any dividends on such Stock, shall be considered separately. The Stock released
from the Unallocated Stock Fund in any Plan Year shall be credited as of the
last day of the year to the Accounts of the Active Participants in proportion to
their amounts of Cash Compensation.
4.3 DEFINITIONS RELATED TO CONTRIBUTIONS. For the purposes of this Plan,
------------------------------------
the following terms have the meanings specified:
"ACTIVE PARTICIPANT" means a Participant who has satisfied the eligibility
requirements under Section 3 and who has at least 1000 Hours of Service during
the current Plan Year. However, a Participant shall not qualify as an Active
Participant unless (i) he is in active Service with an Employer as of the last
day of the Plan Year, or (ii) he is on a Recognized Absence as of that date, or
(iii) his Service terminated during the Plan Year by reason of Disability,
death, Early or Normal Retirement.
"CASH COMPENSATION" A Participant's Cash Compensation shall include base
salary and bonuses received by the Participant during the Plan Year, and shall
also include amounts contributed under a salary reduction agreement pursuant to
Section 401(k) or Section 125 of the Code.
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<PAGE>
In the event a Plan Year is a period of less than 12 months for any reason,
then Cash Compensation for the short period shall not exceed the pro rata
portion of this limit created by multiplying a fraction which is the number of
months in the short period divided by twelve times the annual compensation
limit.
In determining the Cash Compensation of a Participant for purposes of this
limitation, the rules of Code Section 414(q)(6) shall apply, except in applying
such rules, the term "family" shall include only the spouse of the Participant
and any lineal descendants of the Participant who have not attained age 19 years
before the close of the year. If as a result of the application of such rules
the adjusted $150,000 limitation is exceeded, then the limitation shall be
prorated among the affected individuals in proportion to each individual's
compensation, as determined under this Section prior to the application of this
limitation.
4.4 CONDITIONS AS TO CONTRIBUTIONS. Employers' contributions shall in all
------------------------------
events be subject to the limitations set forth in Section 5. Contributions may
be made in the form of cash, or securities and other property to the extent
permissible under ERISA, including Stock, and shall be held by the Trustee in
accordance with the Trust Agreement. In addition to the provisions of Section
13.3 for the return of an Employer's contributions in connection with a failure
of the Plan to qualify initially under the Code, any amount contributed by an
Employer due to a good faith mistake of fact, or based upon a good faith but
erroneous determination of its deductibility under Section 404 of the Code,
shall be returned to the Employer within one year after the date on which the
contribution was originally made, or within one year after its nondeductibility
has been finally determined. However, the amount to be returned shall be
reduced to take account of any adverse investment experience within the Trust
Fund in order that the balance credited to each Participant's Account is not
less that it would have been if the contribution had never been made.
4.5 TRANSFERS. This plan shall accept direct and indirect transfers,
---------
including roll-over contributions from other tax-qualified plans, provided,
however, that this Plan shall not accept any direct or indirect transfers from
any other retirement plan that is tax-qualified under Section 401(a) of the Code
and which is subject to the survivor annuity requirements of section 401(a)(11)
and section 417 of the Code.
SECTION 5. LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS.
--------------------------------------------
5.1 LIMITATION ON ANNUAL ADDITIONS. Notwithstanding anything herein to
------------------------------
the contrary, allocation of Employer contributions for any Plan Year shall be
subject to the following:
5.1-1 If allocation of Employer contributions in accordance with
Section 4.1 will result in an allocation of more than one-third the total
contributions for a Plan Year to the accounts of Highly Paid Employees,
then allocation of such amount shall be adjusted so that such excess will
not occur.
5.1-2 After adjustment, if any, required by the preceding
paragraph, the annual additions during any Plan Year to any Participant's
Account under this and any other defined contribution plans maintained by
the Employer or an affiliate (within the purview of Section 414(b), (c) and
(m) and Section 415(h) of the Code, which affiliate shall be deemed the
Employer for this purpose) shall not exceed the lesser of $30,000 (or such
other dollar amount which results
-11-
<PAGE>
from cost-of-living adjustments under Section 415(d) of the Code) or "25
percent of the Participant's Total Compensation for such limitation year."
In the event that annual additions exceed the aforesaid limitations, they
shall be reduced in the following priority:
(i) If the Participant is covered by the Plan at the end of
the Plan Year, any excess amount at the end of the Plan Year that
cannot be allocated to the Participant's account shall be used to
reduce the employer contribution for such Participant in the next
limitation year and any succeeding limitation years if necessary.
(ii) If the Participant is not covered by the Plan at the end
of the Plan Year, the excess amount will be held unallocated in a
suspense account. The suspense account will be applied to reduce
future employer contributions for all remaining Participants in the
next limitation year and each succeeding limitation year if necessary.
(iii) If a suspense account is in existence at any time during a
limitation year, it will not participate in any allocation of
investment gains and losses. All amounts held in suspense accounts
must be allocated to Participant's accounts before any contributions
may be made to the Plan for the limitation year.
(iv) If a suspense account exists at the time of plan
termination, amounts held in the suspense account that cannot be
allocated shall revert to the Employer.
5.1-3 For purposes of this Section 5.1 and the following Section 5.2,
the "annual addition" to a Participant's accounts means the sum of (I)
employer contributions, (ii) employee contributions, if any, and (iii)
forfeitures. Annual additions to a defined contribution plan also include
amounts allocated, after March 31, 1984, to an individual medical account,
as defined in Section 415(l)(2) of the Internal Revenue Code, which is part
of a pension or annuity plan maintained by the Employer, amounts derived
from contributions paid or accrued after December 31, 1985, in taxable
years ending after such date, which are attributable to post-retirement
medical benefits allocated to the separate account of a Key Employee under
a welfare benefit fund, as defined in Section 419A(d) of the Internal
Revenue Code, maintained by the Employer. For these purposes, annual
additions to a defined contribution plan shall not include the allocation
of the excess amounts remaining in the Unallocated Stock Fund subsequent to
a sale of stock from such fund in accordance with a transaction described
in Section 8.1 of the Plan. The $30,000 limitations referred to shall, for
each limitation year ending after 1988, be automatically adjusted to the
new dollar limitations determined by the Commissioner of Internal Revenue
for the calendar year beginning in that limitation year.
5.1-4 Notwithstanding the foregoing, if no more than one-third of the
Employer Contributions to the Plan for a year which are deductible under
Section 404(a)(9) of the Code are allocated to Highly Paid Employees
(within the meaning of Section 414(q) of the Internal Revenue Code), the
limitations imposed herein shall not apply to:
(i) forfeitures of employer securities (within the meaning of
Section 409 of the Code) under the Plan if such securities were
acquired with the proceeds of a loan described in Section 404(a)(9)(A)
of the Code), or
-12-
<PAGE>
(ii) Employer Contributions to the Plan which are deductible
under Section 404(a)(9)(B) and charged against a Participant's
account.
5.1-5 If the Employer contributes amounts, on behalf of Employees
covered by this Plan, to other "defined contribution plans" as defined in
Section 3(34) of ERISA, the limitation on annual additions provided in this
Section shall be applied to annual additions in the aggregate to this Plan
and to such other plans. Reduction of annual additions, where required,
shall be accomplished first by reductions under such other plan pursuant to
the directions of the named Fiduciary for administration of such other
plans or under priorities, if any, established under the terms of such
other plans and then by allocating any remaining excess for this Plan in
the manner and priority set out above with respect to this Plan."
5.1-6 A limitation year shall mean each 12 consecutive month period
beginning each January 1.
5.2 COORDINATED LIMITATION WITH OTHER PLANS. Aside from the limitation
---------------------------------------
prescribed by Section 5.1 with respect to the annual addition to a Participant's
accounts for any single limitation year, if a Participant has ever participated
in one or more defined benefit plans maintained by an Employer or an affiliate,
then the accrued benefit shall be limited so that the sum of his defined defined
plan fraction and his defined contribution plan fraction does not exceed one.
For this purpose:
5.2-1 A Participant's defined contribution plan fraction with respect
to a Plan Year shall be a fraction, (i) the numerator of which is the sum
of the annual additions to his accounts through the current year, and (ii)
the denominator of which is the sum of the lesser of the following amounts
-A- and -B- determined for the current limitation year and each prior
limitation year of Service with an Employer: -A- is 1.25 times the dollar
limit in effect for the year under Section 415(c)(1)(A) of the Code, or 1.0
times such dollar limitation if the Plan is top-heavy, and -B- is 35
percent of the Participant's Total Compensation for such year. Further, if
the Participant participated in any related defined contribution plan in
any years beginning before 1976, any-excess of the sum of the actual annual
additions to the Participant's accounts for those years over the maximum
annual additions which could have been made in accordance with Section 5.1
shall be ignored, and voluntary contributions by the Participant during
those years shall be taken into account as to each such year only to the
extent that his average annual voluntary contribution in those years
exceeded 10 percent of his average annual Total Compensation in those
years.
5.2-2 A Participant's defined benefit plan fraction with respect to a
limitation year shall be a fraction, (i) the numerator of which is his
projected annual benefit payable at normal retirement under the Employers'
defined benefit plans, and (ii) the denominator of which is the lesser of
(a) 1.25 times $90,000, or 1.0 times such dollar limitation if the Plan is
top-heavy, and (b) 1.4 times the Participant's average Total Compensation
during his highest-paid three consecutive limitation years.
5.3 EFFECT OF LIMITATIONS. The Committee shall take whatever action may
---------------------
be necessary from time to time to assure compliance with the limitations set
forth in Section 5.1 and 5.2. Specifically, the Committee shall see that each
Employer restrict its contributions for any Plan Year to an amount which, taking
into account the amount of available forfeitures, may be completely allocated to
the Participants
-13-
<PAGE>
consistent with those limitations. Where the limitations would otherwise be
exceeded by any Participant, further allocations to the Participant shall be
curtailed to the extent necessary to satisfy the limitations. Where an excessive
amount is contributed on account of a mistake as to one or more Participants'
compensation, or there is an amount of forfeitures which may not be credited in
the Plan Year in which it becomes available, the amount shall be corrected in
accordance with Section 5.1-2 of the Plan.
5.4 LIMITATIONS AS TO CERTAIN PARTICIPANTS. Aside from the limitations
--------------------------------------
set forth in Section 5.1 and 5.2, if the Plan acquires any Stock in a
transaction as to which a selling shareholder or the estate of a deceased
shareholder is claiming the benefit of Section 1042 of the Code, the Committee
shall see that none of such Stock, and no other assets in lieu of such Stock,
are allocated to the Accounts of certain Participants in order to comply with
Section 409(n) of the Code.
This restriction shall apply at all times to a Participant who owns (taking
into account the attribution rules under Section 318(a) of the Code, without
regard to the exception for employee plan trusts in Section 318(a)(2)(B)(i) more
than 25 percent of any class of stock of a corporation which issued the Stock
acquired by the Plan, or another corporation within the same controlled group,
as defined in Section 409(l)(4) of the Code (any such class of stock hereafter
called a "Related Class"). For this purpose, a Participant who owns more than
25 percent of any Related Class at any time within the one year preceding the
Plan's purchase of the Stock shall be subject to the restriction as to all
allocations of the Stock, but any other Participant shall be subject to the
restriction only as to allocations which occur at a time when he owns more than
25 percent of any Related Class.
Further, this restriction shall apply to the selling shareholder claiming
the benefit of Section 1042 and any other Participant who is related to such a
shareholder within the meaning of Section 267(b) of the Code, during the period
beginning on the date of sale and ending on the later of (1) the date that is
ten years after the date of sale, or (2) the date of the plan allocation
attributable to the final payment of acquisition indebtedness incurred in
connection with the sale.
This restriction shall not apply to any Participant who is a lineal
descendant of a selling shareholder if the aggregate amounts allocated under the
Plan for the benefit of all such descendants do not exceed five percent of the
Stock acquired from the shareholder.
SECTION 6. TRUST FUND AND ITS INVESTMENT.
-----------------------------
6.1 CREATION OF TRUST FUND. All amounts received under the Plan from
----------------------
Employers and investments shall be held as the Trust Fund pursuant to the terms
of this Plan and of the Trust Agreement between the Bank and the Trustee. The
benefits described in this Plan shall be payable only from the assets of the
Trust Fund, and none of the Bank, any other Employer, its board of directors or
trustees, its stockholders, its officers, its employees, the Committee, and the
Trustee shall be liable for payment of any benefit under this Plan except from
the Trust Fund.
6.2 STOCK FUND AND INVESTMENT FUND. The Trust Fund held by the Trustee
------------------------------
shall be divided into the Stock Fund, consisting entirely of Stock, and the
Investment Fund, consisting of all assets of the Trust other than Stock. The
Trustee shall have no investment responsibility for the Stock Fund, but shall
accept any Employer contributions made in the form of Stock, and shall acquire,
sell, exchange, distribute, and otherwise deal with and dispose of Stock in
accordance with the instructions of the Committee. The Trustee shall have full
responsibility for the investment of the Investment Fund, except
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<PAGE>
to the extent such responsibility may be delegated from time to time to one or
more investment managers pursuant to Section 2.2 of the Trust Agreement.
6.3 ACQUISITION OF STOCK. From time to time the Committee may, in its
--------------------
sole discretion, direct the Trustee to acquire Stock from the issuing Employer
or from shareholders, including shareholders who are or have been Employees,
Participants, or fiduciaries with respect to the Plan. The Trustee shall pay
for such Stock no more than its fair market value, which shall be determined
conclusively by the Committee pursuant to Section 12.4. The Committee may direct
the Trustee to finance the acquisition of Stock by incurring or assuming
indebtedness to the seller or another party which indebtedness shall be called a
"Stock Obligation". The term "Stock Obligation" shall refer to a loan made to
the Plan by a disqualified person within the meaning of Section 4975(e)(2) of
the Code, or a loan to the Plan which is guaranteed by a disqualified person. A
Stock Obligation includes a direct loan of cash, a purchase-money transaction,
and an assumption of an obligation of a tax-qualified employee stock ownership
plan under Section 4975(e)(7) of the Code ("ESOP"). For these purposes, the
term "guarantee" shall include an unsecured guarantee and the use of assets of a
disqualified person as collateral for a loan, even though the use of assets may
not be a guarantee under applicable state law. An amendment of a Stock
Obligation in order to qualify as an "exempt loan" is not a refinancing of the
Stock Obligation or the making of another Stock Obligation. The term "exempt
loan" refers to a loan that satisfies the provisions of this paragraph. A "non-
exempt loan" fails to satisfy this paragraph. Any Stock Obligation shall be
subject to the following conditions and limitations:
6.3-1 A Stock Obligation shall be for a specific term, shall not be
payable on demand except in the event of default, and shall bear a
reasonable rate of interest.
6.3-2 A Stock Obligation may, but need not, be secured by a
collateral pledge of either the Stock acquired in exchange for the Stock
Obligation, or the Stock previously pledged in connection with a prior
Stock Obligation which is being repaid with the proceeds of the current
Stock Obligation. No other assets of the Plan and Trust may be used as
collateral for a Stock Obligation, and no creditor under a Stock Obligation
shall have any right or recourse to any Plan and Trust assets other than
Stock remaining subject to a collateral pledge.
6.3-3 Any pledge of Stock to secure a Stock Obligation must provide
for the release of pledged Stock in connection with payments on the Stock
obligations in the ratio prescribed in Section 4.2.
6.3-4 Repayments of principal and interest on any Stock Obligation
shall be made by the Trustee only from Employer cash contributions
designated for such payments, from earnings on such contributions, and from
cash dividends received on Stock, in the last case, however, subject to the
further requirements of Section 7.2.
6.3-5 In the event of default of a Stock Obligation, the value of
plan assets transferred in satisfaction of the Stock Obligation must not
exceed the amount of the default. If the lender is a disqualified person
within the meaning of Section 4975 of the Code, a Stock Obligation must
provide for a transfer of plan assets upon default only upon and to the
extent of the failure of the plan to meet the payment schedule of said
Stock Obligation. For purposes of this paragraph, the making of a guarantee
does not make a person a lender."
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<PAGE>
6.4 PARTICIPANTS' OPTION TO DIVERSIFY. The Committee shall provide
---------------------------------
for a procedure under which each Participant may, during the qualified election
period, elect to "diversify" a portion of the Employer Stock allocated to his
Account, as provided in Section 401(a)(28)(B) of the Code. An election to
diversity must be made on the prescribed form and filed with the Committee
within the period specified herein. For each of the first five (5) Plan years
in the qualified election period, the Participant may elect to diversify an
amount which does not exceed 25% of the number of shares allocated to his
Account since the inception of the Plan, less all shares with respect to which
an election under this Section has already been made. For the last year of the
qualified election period, the Participant may elect to have up to 50 percent of
the value of his Account committed to other investments, less all shares with
respect to which an election under this Section has already been made. The term
"qualified election period" shall mean the six (6) Plan Year period beginning
with the first Plan Year in which a Participant has both attained age 55 and
completed 10 years of participation in the Plan. A Participant's election to
diversify his Account may be made within each year of the qualified election
period and shall continue for the 90-day period immediately following the last
day of each year in the qualified election period. Once a Participant makes such
election, the Plan must complete diversification in accordance with such
election within 90 days after the end of the period during which the election
could be made for the Plan Year. In the discretion of the Committee, the Plan
may satisfy the diversification requirement by any of the following methods:
6.4-1 The Plan may distribute all or part of the amount subject to
the diversification election.
6.4-2 The Plan may offer the Participant at least three other
distinct investment options, if available under the Plan. The other
investment options shall satisfy the requirements of Regulations under
Section 404(c) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
6.4-3 The Plan may transfer the portion of the Participant's Account
subject to the diversification election to another qualified defined
contribution plan of the Employer that offers at least three investment
options satisfying the requirements of the Regulations under Section 404(c)
of ERISA.
SECTION 7. VOTING RIGHTS AND DIVIDENDS ON STOCK.
------------------------------------
7.1 VOTING AND TENDERING OF STOCK. The Trustee generally shall vote all
-----------------------------
shares of Stock held under the Plan in accordance with the written instructions
of the Committee. However, if any Employer has registration-type class of
securities within the meaning of Section 409(e)(4) of the Code, or if a matter
submitted to the holders of the Stock involves a merger, consolidation,
recapitalization, reclassification, liquidation, dissolution, or sale of
substantially all assets of an entity, then (i) the shares of Stock which have
been allocated to Participants' Accounts shall be voted by the Trustee in
accordance with the Participants' written instructions, and (ii) the Trustee
shall vote any unallocated Stock and allocated Stock for which it has received
no voting instructions in the same proportions as it votes the allocated Stock
for which it has received instructions from Participants; provided, however,
that if an exempt loan, as defined in Section 4975(d) of the Code, is
outstanding and the Plan is in default on such exempt loan, as default is
defined in the loan documents, then to the extent that such loan documents
require the lender to exercise voting rights with respect to the unallocated
shares, the loan documents will prevail. In the event no shares of Stock have
been allocated to Participants' Accounts at the time Stock
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<PAGE>
is to be voted and any exempt loan which may be outstanding is not in default,
each Participant shall be deemed to have one share of Stock allocated to his or
her account for the sole purpose of providing the Trustee with voting
instructions.
Notwithstanding any provision hereunder to the contrary, all unallocated
shares of Stock must be voted by the Trustee in a manner determined by the
Trustee to be for the exclusive benefit of the Participants and Beneficiaries.
Whenever such voting rights are to be exercised, the Employers shall provide the
Trustee, in a timely manner, with the same notices and other materials as are
provided to other holders of the Stock, which the Trustee shall distribute to
the Participants. The Participants shall be provided with adequate opportunity
to deliver their instructions to the Trustee regarding the voting of Stock
allocated to their Accounts. The instructions of the Participants' with respect
to the voting of allocated shares hereunder shall be confidential.
7.1-1 In the event of a tender offer, Stock shall be tendered by the
Trustee in the same manner as set forth above with respect to the voting of
Stock. Notwithstanding any provision hereunder to the contrary, Stock must
be tendered by the Trustee in a manner determined by the Trustee to be for
the exclusive benefit of the Participants and Beneficiaries.
7.2 DIVIDENDS ON STOCK. Dividends on Stock which are received by the
------------------
Trustee in the form of additional Stock shall be retained in the Stock Fund, and
shall be allocated among the Participant's Accounts and the Unallocated Stock
Fund in accordance with their holdings of the Stock on which the dividends have
been paid. Dividends on Stock credited to Participants' Accounts which are
received by the Trustee in the form of cash shall, at the direction of the
Employer paying the dividends, either (i) be credited to the Accounts in
accordance with Section 8.3 and invested as part of the Investment Fund, (ii) be
distributed immediately to the Participants in proportion with the Participants'
Account balance (iii) be distributed to the Participants within 90 days of the
close of the Plan Year in which paid in proportion with the Participants'
Account balance or (iv) be used to make payments on an exempt loan. If dividends
allocated to a participant's account are used to repay an exempt loan, stock
with a fair market value equal to the dividends so used must be allocated to
such Participant's Account in lieu of the dividends. Dividends on Stock held in
the Unallocated Stock Fund which are received by the Trustee in the form of cash
shall be applied as soon as practicable to payments of principal and interest
under the Stock Obligation incurred with the purchase of the Stock.
SECTION 8. ADJUSTMENTS TO ACCOUNTS.
-----------------------
8.1 ADJUSTMENTS FOR TRANSACTIONS. An Employer contribution pursuant to
----------------------------
Section 4.1 shall be credited to the Participants' Accounts as of the last day
of the Plan Year for which it is contributed. Stock released from the
Unallocated Stock Fund upon the Trust's repayment of a Stock Obligation pursuant
to Section 4.2 shall be credited to the Participants' Accounts as of the last
day of the Plan Year in which the repayment occurred. Any excess amounts
remaining from the use of proceeds of a sale of Stock from the Unallocated Stock
Fund to repay a Stock Obligation shall be allocated as of the last day of the
Plan Year in which the repayment occurred among the Participants' Accounts in
proportion to the opening balance in each Account. Any benefit which is paid to
a Participant or Beneficiary pursuant to Section 10 shall be charged to the
Participant's Account as of the first day of the Valuation Period in which it is
paid. Any forfeiture or restoral shall be charged or credited to the
Participant's Account as of the first day of the Valuation Period in which the
forfeiture or restoral occurs pursuant to Section 9.6.
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<PAGE>
8.2 VALUATION OF INVESTMENT FUND. As of each Valuation Date, the
----------------------------
Trustee shall prepare a balance sheet of the Investment Fund, recording each
asset (including any contribution receivable from an Employer) and liability at
its fair market value. Any liability with respect to short positions or options
and any item of accrued income or expense and unrealized appreciation or
depreciation shall be included; provided, however, that such an item may be
estimated or excluded if it is not readily ascertainable unless estimating or
excluding it would result in a material distortion. The Committee shall then
determine the net gain or loss of the Investment Fund since the preceding
Valuation Date, which shall mean the entire income of the Investment Fund,
including realized and unrealized capital gains and losses, net of any expenses
to be charged to the general Investment Fund and excluding any contributions by
the Employer. The determination of gain or loss shall be consistent with the
balance sheets of the Investment Fund for the current and preceding Valuation
Dates.
8.3 ADJUSTMENTS FOR INVESTMENT EXPERIENCE. Any net gain or loss of the
-------------------------------------
Investment Fund during a Valuation Period, as determined pursuant to Section
8.2, shall be allocated as of the last day of the Valuation Period among the
Participants' Accounts in proportion to the opening balance in each Account, as
adjusted for benefit payments and forfeitures during the Valuation Period,
without regard to whatever Stock may be credited to an Account.
SECTION 9. VESTING OF PARTICIPANTS' INTERESTS.
----------------------------------
9.1 DEFERRED VESTING IN ACCOUNTS. A Participant's vested interest in his
----------------------------
Account shall be based on his Vesting Years in accordance with the following
Table, subject to the balance of this Section 9:
<TABLE>
<CAPTION>
Vesting Percentage of
Years Interest Vested
------- ---------------
<S> <C>
Fewer than 5 0%
5 or more 100%
</TABLE>
9.2 COMPUTATION OF VESTING YEARS. For purposes of this Plan, a "Vesting
----------------------------
Year" means generally a calendar year in which an Employee has at least 1,000
Hours of Service, beginning with the first Plan Year in which the Employee has
completed an Hour of Service with the Employer, and including Service with other
employers as provided in the definition of "Service". Notwithstanding the above,
an Employee who was employed with First Federal Savings and Loan Association of
Allen Parish a Louisiana-chartered mutual savings bank (the "Mutual Bank") which
is the predecessor to the Bank, shall receive credit for vesting purposes for
each calendar year of employment with the Mutual Bank in which such Employee
completed 1,000 Hours of Service, not to exceed 5 years of credit for vesting
purpose (such years shall also be referred to as "Vesting Years"). However, a
Participant's Vesting Years shall be computed subject to the following
conditions and qualifications:
9.2-1 A Participant's Vesting Years shall not include any Service
prior to the date on which an Employee attains age 18.
9.2-2 A Participant's vested interest in his Account accumulated
before five (5) consecutive Breaks in Service shall be determined without
regard to any Service after such five consecutive Breaks in Service.
Further, if a Participant has five (5) consecutive Breaks in Service before
his interest in his Account has become vested to some extent, pre-Break
years of Service
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<PAGE>
shall not be required to be taken into account for purposes of determining
his post-Break vested percentage.
9.2-3 In the case of a participant who has 5 or more consecutive 1-
year Breaks in Service, the participant's pre-break service will count in
vesting of the employer-derived post-break accrued benefit only if either:
(i) such Participant has any nonforfeitable interest in the accrued
benefit attributable to employer contributions at the time of
separation from service, or
(ii) upon returning to service the number of consecutive 1-year
Breaks in Service is less than the number of years of service.
9.2-4 Unless otherwise specifically excluded, a Participant's
Vesting Years shall include any period of active military duty to the
extent required by the Military Selective Service Act of 1967 (38 U.S.C.
Section 2021).
9.3 FULL VESTING UPON CERTAIN EVENTS.
--------------------------------
9.3-1 Notwithstanding Section 9.1, a Participant's interest in his
Account shall fully vest on the Participant's Normal Retirement. The
Participant's interest shall also fully vest in the event that his Service is
terminated by Early Retirement, Disability or by death.
9.3-2 The Participant's interest in his Account shall also fully vest
in the event of a "Change in Control" of the Bank, or the Company. For these
purposes, "Change in Control" shall mean an event of a nature that; (i) would be
required to be reported in response to Item 1a of the current report on Form 8-
K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act'); or (ii) results in a
Change in Control of the Bank or the Company within the meaning of the Bank
Holding Company Act of 1956, as amended, and applicable rules and regulations
promulgated thereunder as in effect at the time of the Change in Control
(collectively, the BHCA"); or (iii) without limitation such a Change in Control
shall be deemed to have occurred at such time as (a) any "Person' (as the term
is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Bank or the Company representing 25% or more
of the Bank's or the Company's outstanding securities except for any securities
of the Bank purchased by the Company in connection with the conversion of the
Bank to the stock form and any securities purchased by the Bank's employee stock
ownership plan and trust; or (b) individuals who constitute the Board on the
date hereof (the "Incumbent Board") cease for any reason to constitute at least
a majority thereof, provided, however, that this sub-section (b) shall not apply
if the Incumbent Board is replaced by the appointment by a Federal banking
agency of a conservator or receiver for the Bank and, provided further that any
person becoming a director subsequent to the date hereof whose election was
approved by a vote of at least two-thirds of the directors comprising the
Incumbent Board or whose nomination for election by the Company's stockholders
was approved by the same Nominating Committee serving under an Incumbent Board,
shall be, for purposes of this clause (b), considered as though he were a member
of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation,
sale of all or substantially all the assets of the Bank or the Company; or (d) a
proxy statement soliciting proxies from stockholders of the Company, by someone
other than the current management of the Company, seeking stockholder approval
of a plan of
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reorganization, merger or consolidation of the Company or Bank or similar
transaction with one or more corporations as a result of which the outstanding
shares of the class of securities then subject to such plan or transaction are
exchanged for or converted into cash or property or securities not issued by the
Bank or the Company shall be distributed and the requisite number of proxies
approving such plan of reorganization, merger or consolidation of the Company or
Bank are received and voted in favor of such transactions; or (e) a tender offer
is made for 25% or more of the outstanding securities of the Bank or Company and
shareholders owning beneficially or of record 25% or more of the outstanding
securities of the Bank or Company have tendered or offered to sell their shares
pursuant to such tender offer and such tendered shares have been accepted by the
tender offeror.
9.4 FULL VESTING UPON PLAN TERMINATION. Notwithstanding Section 9.1, a
----------------------------------
Participant's interest in his Account shall fully vest if he is in active
Service upon termination of this Plan or upon the permanent and complete
discontinuance of contributions by his Employer. In the event of a partial
termination, the interest of each affected Participant who is in Service shall
fully vest with respect to that part of the Plan which is terminated.
9.5 FORFEITURE, REPAYMENT, AND RESTORAL. If a Participant's Service
-----------------------------------
terminates before his interest in his Account is fully vested, that portion
which has not vested shall be forfeited if he either (i) receives a distribution
of his entire vested interest pursuant to Section 10.1, or (ii) incurs a Break
In Service. If a Participant's Service terminates prior to having any portion
of his Account become vested, such Participant shall be deemed to have a
received a distribution of his vested interest as of the Valuation Date next
following his termination of Service.
If a Participant who has received his entire vested interest returns to
Service before he has five consecutive Breaks in Service, he may repay to the
Trustee an amount equal to the distribution. The Participant may repay such
amount at any time within five years after he has returned to Service. The
amount shall be credited to his account as of the last day of the Plan Year in
which it is repaid; an additional amount equal to that portion of his Account
which was previously forfeited shall be restored to his Account at the same time
from other Employees' forfeitures and, if such forfeitures are insufficient,
from a special contribution by his Employer for that year. A Participant who
was deemed to have received a distribution of his vested interest in the Plan
shall have his account restored as of the last day of the Plan Year after he
performs an Hour of Service.
9.6 ACCOUNTING FOR FORFEITURES. If a portion of a Participant's account
--------------------------
is forfeited, Stock allocated to said Participant's account shall be forfeited
only after other assets are forfeited. If interests in more than one class of
Stock have been allocated to a Participant's account, the Participant must be
treated as forfeiting the same proportion of each class of Stock. A forfeiture
shall be charged to the Participant's Account as of the first day of the first
Valuation Period in which the forfeiture becomes certain pursuant to Section
9.5. Except as otherwise provided in that Section, a forfeiture shall be added
to the contributions of the terminated Participant's Employer which are to be
credited to other Participants pursuant to Section 4.1 as of the last day of the
Plan Year in which the forfeiture becomes certain.
9.7 VESTING AND NONFORFEITABILITY. A Participant's interest in his
-----------------------------
Account which has become vested shall be nonforfeitable for any reason.
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SECTION 10. PAYMENT OF BENEFITS.
-------------------
10.1 BENEFITS FOR PARTICIPANTS. For a Participant whose Service ends
-------------------------
for any reason, distribution will be made to or for the benefit of the
Participant or, in the case of the Participant's death, his Beneficiary, by
either, or a combination of the following methods:
10.1.1 By payment in a lump sum, in accordance with Section 10.2; or
10.1.2 By payment in a series of substantially equal annual
installments over a period not to exceed five (5) years, provided the
maximum period over which the distribution of a Participant's Account may
be made shall be extended by 1 year, up to five (5) additional years, for
each $100,000 (or fraction thereof) by which such Participant's Account
balance exceeds $500,000 (the aforementioned figures are subject to cost-
of-living adjustments prescribed by the Secretary of the Treasury pursuant
to Section 409(o)(2) of the Code).
The Participant shall elect the manner in which his vested Account balance
will be distributed to him. If a Participant so desires, he may direct how his
benefits are to be paid to his Beneficiary. If a deceased Participant did not
file a direction with the Committee, the Participant's benefits shall be
distributed to his Beneficiary in a lump sum. Notwithstanding the foregoing, if
the balance credited to his Account exceeds $3,500, his benefits shall not be
paid before the latest of his 65th birthday or the tenth anniversary of the year
in which he commenced participation in the Plan unless he elects an early
payment date in a written election filed with the Committee. A Participant may
modify such an election at any time, provided any new benefit payment date is at
least 30 days after a modified election is delivered to the Committee, subject
to the provisions of Section 10.11 hereof. In all events, a Participant's
benefits shall be paid by April lst of the calendar year in which he reaches age
71-1/2.
10.2 TIME FOR DISTRIBUTION.
---------------------
10.2.1 Distribution of the balance of a Participant's Account
generally shall commence as soon as practicable after the last day of the
Plan Year next following his termination of Service for any reason, but no
later than one year after the close of the Plan Year:
(i) in which the Participant separates from service by
reason of Normal Retirement, Disability, or death; or
(ii) which is the fifth Plan Year following the year in
which the Participant resigns or is dismissed, unless he is
reemployed before such date.
10.2.2 Unless the Participant elects otherwise, the distribution
of the balance of a Participant's Account shall commence not later than the 60th
day after the latest of the close of the plan year in which -
(i) the Participant attains the age of 65;
(ii) occurs the tenth anniversary of the year in which the
Participant commenced participation in the Plan; or
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(iii) the participant terminates his service with the
Employer.
10.2.3 Notwithstanding any other provision in this Section 10.2 to
the contrary, distribution of a Participant's Account shall commence
(whether or not he remains in the employ of the Employer) not later than
the April 1 of the calendar year next following the calendar year in which
the Participant attains age 70 and 1/2 years. A Participant's benefit from
that portion of his Account committed to the Investment Fund shall be
calculated on the basis of the most recent Valuation Date before the date
of payment.
10.2.4 Distribution of a Participant's Account balance after his
death shall comply with the following requirements:
(i) If a Participant dies before his distributions have
commenced, distribution of his Account to his Beneficiary shall
commence not later than one year after the end of the Plan Year in
which the Participant died, however, if the Participant's
Beneficiary is his surviving spouse, distributions may commence on
the date on which the Participant would have attained age 70-1/2. In
either case, distributions shall be completed within five years
after the they commence.
(ii) If the Participant dies after distribution has commenced
pursuant to Section 10.1.2 but before his entire interest in the
Plan has been distributed to him, then the remaining portion of that
interest shall, in accordance with Section 401(a)(9) of the Code, be
distributed at least as rapidly as under the method of distribution
being used under Section 10.1.2 at the date of his death.
(iii) If a married Participant dies before his benefit
payments begin, then unless he has specifically elected otherwise
the Committee shall cause the balance in his Account to be paid to
his Spouse. No election by a married Participant of a different
Beneficiary shall be valid unless the election is accompanied by the
Spouse's written consent, which (i) must acknowledge the effect of
the election, (ii) must explicitly provide either that the
designated Beneficiary may not subsequently be changed by the
Participant without the Spouse's further consent, or that it may be
changed without such consent, and (iii) must be witnessed by the
Committee, its representative, or a notary public. (This requirement
shall not apply if the Participant establishes to the Committee's
satisfaction that the Spouse may not be located.)
10.3 MARITAL STATUS. The Committee shall from time to time take whatever
--------------
steps it deems appropriate to keep informed of each Participant's marital
status. Each Employer shall provide the Committee with the most reliable
information in the Employer's possession regarding its Participants' marital
status, and the Committee may, in its discretion, require a notarized affidavit
from any Participant as to his marital status. The Committee, the Plan, the
Trustee, and the Employers shall be fully protected and discharged from any
liability to the extent of any benefit payments made as a result of the
Committee's good faith and reasonable reliance upon information obtained from a
Participant and his Employer as to his marital status.
10.4 DELAY IN BENEFIT DETERMINATION. If the Committee is unable to
------------------------------
determine the benefits payable to a Participant or Beneficiary on or before the
latest date prescribed for payment pursuant to
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<PAGE>
Section 10.1 or 10.2, the benefits shall in any event be paid within 60 days
after they can first be determined, with whatever makeup payments may be
appropriate in view of the delay.
10.5 ACCOUNTING FOR BENEFIT PAYMENTS. Any benefit payment shall be
-------------------------------
charged to the Participant's Account as of the first day of the Valuation Period
in which the payment is made.
10.6 OPTIONS TO RECEIVE AND SELL STOCK. Unless ownership of virtually
---------------------------------
all Stock is restricted to active Employees and qualified retirement plans for
the benefit of Employees pursuant to the certificates of incorporation or by-
laws of the Employers issuing Stock, a terminated Participant or the Beneficiary
of a deceased Participant may instruct the Committee to distribute the
Participant's entire vested interest in his Account in the form of Stock. In
that event, the Committee shall apply the Participant's vested interest in the
Investment Fund to purchase sufficient Stock from the Stock Fund or from any
owner of stock to make the required distribution. In all other cases, the
Participant's vested interest in the Stock Fund shall be distributed in shares
of Stock, and his vested interest in the Investment Fund shall be distributed in
cash.
Any Participant who receives Stock pursuant to Section 10.1, and any person
who has received Stock from the Plan or from such a Participant by reason of the
Participant's death or incompetency, by reason of divorce or separation from the
Participant, or by reason of a rollover contribution described in Section
402(a)(5) of the Code, shall have the right to require the Employer which issued
the Stock to purchase the Stock for its current fair market value (hereinafter
referred to as the "put right"). The put right shall be exercisable by written
notice to the Committee during the first 60 days after the Stock is distributed
by the Plan, and, if not exercised in that period, during the first 60 days in
the following Plan Year after the Committee has communicated to the Participant
its determination as to the Stock's current fair market value. However, the put
right shall not apply to the extent that the Stock, at the time the put right
would otherwise be exercisable, may be sold on an established market in
accordance with federal and state securities laws and regulations. Similarly,
the put option shall not apply with respect to the portion of a Participant's
account which the employee elected to have reinvested under Code Section
401(a)(28)(B). If the put right is exercised, the Trustee may, if so directed
by the Committee in its sole discretion, assume the Employer's rights and
obligations with respect to purchasing the Stock. Notwithstanding anything
herein to the contrary, in the case of a plan established by a Bank (as defined
in Code Section 581), the put option shall not apply if prohibited by a federal
or state law and Participants are entitled to elect their benefits be
distributed in cash.
If a Participant elects to receive his distribution in the form of a lump
sum pursuant to Section 10.1.1 of the Plan, the Employer or the Trustee, as the
case may be, may elect to pay for the Stock in equal periodic installments, not
less frequently than annually, over a period not longer than five years from the
day after the put right is exercised, with adequate security and interest at a
reasonable rate on the unpaid balance, all such terms to be set forth in a
promissory note delivered to the seller with normal terms as to acceleration
upon any uncured default.
If a Participant elects to receive his distribution in the form of an
installment payment pursuant to Section 10.1.2 of the Plan, the Employer or the
Trustee, as the case may be, shall pay for the Stock distributed in the
installment distribution over a period which shall not exceed 30 days after the
exercise of the put right.
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<PAGE>
Nothing contained herein shall be deemed to obligate any Employer to
register any Stock under any federal or state securities law or to create or
maintain a public market to facilitate the transfer or disposition of any Stock.
The put right described herein may only be exercised by a person described in
the second preceding paragraph, and may not be transferred with any Stock to any
other person. As to all Stock purchased by the Plan in exchange for any Stock
Obligation, the put right shall be nonterminable. The put right for Stock
acquired through a Stock Obligation shall continue with respect to such Stock
after the Stock Obligation is repaid or the Plan ceases to be an employee stock
ownership plan.
10.7 RESTRICTIONS ON DISPOSITION OF STOCK. Except in the case of Stock
------------------------------------
which is traded on an established market, a Participant who receives Stock
pursuant to Section 10.1, and any person who has received Stock from the Plan or
from such a Participant by reason of the Participant's death or incompetency, by
reason of divorce or separation from the Participant, or by reason of a rollover
contribution described in Section 402(a)(5) of the Code, shall, prior to any
sale or other transfer of the Stock to any other person, first offer the Stock
to the issuing Employer and to the Plan at the greater of (i) its current fair
market value, or (ii) the purchase price offered in good faith by an independent
third party purchaser. This restriction shall apply to any transfer, whether
voluntary, involuntary, or by operation of law, and whether for consideration or
gratuitous. Either the Employer or the Trustee may accept the offer within 14
days after it is delivered. Any Stock distributed by the Plan shall bear a
conspicuous legend describing the right of first refusal under this Section
10.7, as well as any other restrictions upon the transfer of the Stock imposed
by federal and state securities laws and regulations .
10.8 CONTINUING LOAN PROVISIONS; CREATIONS OF PROTECTIONS AND RIGHTS.
---------------------------------------------------------------
Except as otherwise provided in Sections 10.6 and 10.7 and this Section, no
shares of Employer Stock held or distributed by the Trustee may be subject to a
put, call or other option, or buy-sell arrangement. The provisions of this
Section shall continue to by applicable to such Stock even if the Plan ceases to
be an employee stock ownership plan under Section 4975(e)(7) of the Code.
10.9 DIRECT ROLLOVER OF ELIGIBLE DISTRIBUTION. A Participant or
----------------------------------------
distributee may elect, at the time and in the manner prescribed by the Trustee
or the Committee, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the Participant or
distributee in a direct rollover.
10.9-1 An "eligible rollover" is any distribution that does not
include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the Participant and the Participant's Beneficiary, or for
a specified period of ten years or more; any distribution to the extent
such distribution is required under Code Section 401(a)(9); and the portion
of any distribution that is not included in gross income (determined
without regard to the exclusion for net unrealized appreciation with
respect to employer securities).
10.9-2 An "eligible retirement plan" is an individual retirement
account described in Code Section 401(a), an individual retirement annuity
described in Code Section 408(b), an annuity plan described in Code Section
403(a), or a qualified trust described in Code Section 401(a), that accepts
the distributee's eligible rollover distribution. However, in the case of
an
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<PAGE>
eligible rollover distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account or individual
retirement annuity.
10.9-3 A "direct rollover" is a payment by the Plan to the eligible
retirement plan specified by the distributee.
10.9-4 The term "distributee" shall refer to a deceased
Participant's spouse or a Participant's former spouse who is the alternate
payee under a qualified domestic relations order, as defined in Code
Section 414(p).
10.10 IN SERVICE DISTRIBUTION OF ROLL-OVER ACCOUNT. Upon the written
--------------------------------------------
election of a Participant delivered to the Committee, all or any portion of the
amounts held in the Participant's Roll-over Account, shall be distributed to the
Participant at any time within 30 days or as soon thereafter as is reasonably
practicable.
10.11 WAIVER OF 30 DAY PERIOD AFTER NOTICE OF DISTRIBUTION. If a
----------------------------------------------------
distribution is one to which Sections 401(a)(11) and 417 of the Code do not
apply, such distribution may commence less than 30 days after the notice
required under Section 4.11(a)-11(c) of the Income Tax Regulations is given,
provided that:
(i) the Trustee or Administrative Committee, as applicable,
clearly informs the Participant that the Participant has a
right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect
a distribution (and, if applicable, a particular option),
and
(ii) the Participant, after receiving the notice, affirmatively
elects a distribution.
SECTION 11. RULES GOVERNING BENEFIT CLAIMS AND REVIEW OF APPEALS.
----------------------------------------------------
11.1 CLAIM FOR BENEFITS. Any Participant or Beneficiary who qualifies
------------------
for the payment of benefits shall file a claim for his benefits with the
Committee on a form provided by the Committee. The claim, including any
election of an alternative benefit form, shall be filed at least 30 days before
the date on which the benefits are to begin. If a Participant or Beneficiary
fails to file a claim by the day before the date on which benefits become
payable, he shall be presumed to have filed a claim for payment for the
Participant's benefits in the standard form prescribed by Sections 10.1 or 10.2
11.2 NOTIFICATION BY COMMITTEE. Within 90 days after receiving a claim
-------------------------
for benefits (or within 180 days, if special circumstances require an extension
of time and written notice of the extension is given to the Participant or
Beneficiary within 90 days after receiving the claim for benefits), the
Committee shall notify the Participant or Beneficiary whether the claim has been
approved or denied. If the Committee denies a claim in any respect, the
Committee shall set forth in a written notice to the Participant or Beneficiary:
(i) each specific reason for the denial;
(ii) specific references to the pertinent Plan provisions on which
the denial is based;
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<PAGE>
(iii) a description of any additional material or information which
could be submitted by the Participant or Beneficiary to support his claim,
with an explanation of the relevance of such information; and
(iv) an explanation of the claims review procedures set forth in
Section 11.3.
11.3 CLAIMS REVIEW PROCEDURE. Within 60 days after a Participant or
-----------------------
Beneficiary receives notice from the Committee that his claim for benefits has
been denied in any respect, he may file with the Committee a written notice of
appeal setting forth his reasons for disputing the Committee's determination.
In connection with his appeal the Participant or Beneficiary or his
representative may inspect or purchase copies of pertinent documents and records
to the extent not inconsistent with other Participants' and Beneficiaries'
rights of privacy. Within 60 days after receiving a notice of appeal from a
prior determination (or within 120 days, if special circumstances require an
extension of time and written notice of the extension is given to the
Participant or Beneficiary and his representative within 60 days after receiving
the notice of appeal), the Committee shall furnish to the Participant or
Beneficiary and his representative, if any, a written statement of the
Committee's final decision with respect to his claim, including the reasons for
such decision and the particular Plan provisions upon which it is based.
SECTION 12. THE COMMITTEE AND ITS FUNCTIONS.
-------------------------------
12.1 AUTHORITY OF COMMITTEE. The Committee shall be the "plan
----------------------
administrator" within the meaning of ERISA and shall have exclusive
responsibility and authority to control and manage the operation and
administration of the Plan, including the interpretation and application of its
provisions, except to the extent such responsibility and authority are otherwise
specifically (i) allocated to the Bank, the Employers, or the Trustee under the
Plan and Trust Agreement, (ii) delegated in writing to other persons by the
Bank, the Employers, the Committee, or the Trustee, or (iii) allocated to other
parties by operation of law. The Committee shall have exclusive responsibility
regarding decisions concerning the payment of benefits under the Plan. The
Committee shall have no investment responsibility with respect to the Investment
Fund except to the extent, if any, specifically provided in the Trust Agreement.
In the discharge of its duties, the Committee may employ accountants, actuaries,
legal counsel, and other agents (who also may be employed by an Employer or the
Trustee in the same or some other capacity) and may pay their reasonable
expenses and compensation.
12.2 IDENTITY OF COMMITTEE. The Committee shall consists of three or
---------------------
more individuals selected by the Bank. Any individual, including a director,
trustee, shareholder, officer, or employee of an Employer, shall be eligible to
serve as a member of the Committee. The Bank shall have the power to remove any
individual serving on the Committee at any time without cause upon 10 days
written notice, and any individual may resign from the Committee at any time
upon 10 days written notice to the Bank. The Bank shall notify the Trustee of
any change in membership of the Committee.
12.3 DUTIES OF COMMITTEE. The Committee shall keep whatever records may
-------------------
be necessary to implement the Plan and shall furnish whatever reports may be
required from time to time by the Bank. The Committee shall furnish to the
Trustee whatever information may be necessary to properly administer the Trust.
The Committee shall see to the filing with the appropriate government agencies
of all reports and returns required of the plan Committee under ERISA and other
laws.
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<PAGE>
Further, the Committee shall have exclusive responsibility and authority
with respect to the Plan's holdings of Stock and shall direct the Trustee in all
respects regarding the purchase, retention, sale, exchange, and pledge of Stock
and the creation and satisfaction of Stock Obligations. The Committee shall at
all times act consistently with the Bank's long-term intention that the Plan, as
an employee stock ownership plan, be invested primarily in Stock. Subject to
the direction of the Board as to the application of Employer contributions to
Stock Obligations, and subject to the provisions of Sections 6.4 and 10.6 as to
Participants' rights under certain circumstances to have their Accounts invested
in Stock or in assets other than Stock, the Committee shall determine in its
sole discretion the extent to which assets of the Trust shall be used to repay
Stock Obligations, to purchase Stock, or to invest in other assets to be
selected by the Trustee or an investment manager. No provision of the Plan
relating to the allocation or vesting of any interests in the Stock Fund or the
Investment Fund shall restrict the Committee from changing any holdings of the
Trust, whether the changes involve an increase or a decrease in the Stock or
other assets credited to Participants' Accounts. In determining the proper
extent of the Trust's investment in Stock, the Committee shall be authorized to
employ investment counsel, legal counsel, appraisers, and other agents to pay
their reasonable expenses and compensation.
12.4 VALUATION OF STOCK. If the valuation of any Stock is not
------------------
established by reported trading on a generally recognized public market, the
Committee shall have the exclusive authority and responsibility to determine its
value for all purposes under the Plan. Such value shall be determined as of
each Valuation Date, and on any other date as of which the Plan purchases or
sells such Stock. The Committee shall use generally accepted methods of valuing
stock of similar corporations for purposes of arm's length business and
investment transactions, and in this connection the Committee shall obtain, and
shall be protected in relying upon, the valuation of such Stock as determined by
an independent appraiser experienced in preparing valuations of similar
businesses.
12.5 COMPLIANCE WITH ERISA. The Committee shall perform all acts
---------------------
necessary to comply with ERISA. Each individual member or employee of the
Committee shall discharge his duties in good faith and in accordance with the
applicable requirements of ERISA.
12.6 ACTION BY COMMITTEE. All actions of the Committee shall be governed
-------------------
by the affirmative vote of a number of members which is a majority of the total
number of members currently appointed, including vacancies. The members of the
Committee may meet informally and may take any action without meeting as a
group.
12.7 EXECUTION OF DOCUMENTS. Any instrument executed by the Committee
----------------------
shall be signed by any member or employee of the Committee.
12.8 ADOPTION OF RULES. The Committee shall adopt such rules and
-----------------
regulations of uniform applicability as it deems necessary or appropriate for
the proper administration and interpretation of the Plan.
12.9 RESPONSIBILITIES TO PARTICIPANTS. The Committee shall determine
--------------------------------
which Employees qualify to enter the Plan. The Committee shall furnish to each
eligible Employee whatever summary plan descriptions, summary annual reports,
and other notices and information may be required under ERISA. The Committee
also shall determine when a Participant or his Beneficiary qualifies for the
payment of benefits under the Plan. The Committee shall furnish to each such
Participant or Beneficiary whatever information is required under ERISA (or is
otherwise appropriate) to enable the Participant or Beneficiary
-27-
<PAGE>
to make whatever elections may be available pursuant to Sections 6 and 10, and
the Committee shall provide for the payment of benefits in the proper form and
amount from the assets of the Trust Fund. The Committee may decide in its sole
discretion to permit modifications of elections and to defer or accelerate
benefits to the extent consistent with applicable law and the best interests of
the individuals concerned.
12.10 ALTERNATIVE PAYEES IN EVENT OF INCAPACITY. If the Committee finds at
-----------------------------------------
any time that an individual qualifying for benefits under this Plan is a minor
or is incompetent, the Committee may direct the benefits to be paid, in the case
of a minor, to his parents, his legal guardian, or a custodian for him under the
Uniform Gifts to Minors Act, or, in the case of an incompetent, to his spouse,
or his legal guardian, the payments to be used for the individual's benefit. The
Committee and the Trustee shall not be obligated to inquire as to the actual use
of the funds by the person receiving them under this Section 12.10, and any such
payment shall completely discharge the obligations of the Plan, the Trustee, the
Committee, and the Employers to the extent of the payment.
12.11 INDEMNIFICATION BY EMPLOYERS. Except as separately agreed in
----------------------------
writing, the Committee, and any member or employee of the Committee, shall be
indemnified and held harmless by the Employer, jointly and severally, to the
fullest extent permitted by law against any and all costs, damages, expenses,
and liabilities reasonably incurred by or imposed upon it or him in connection
with any claim made against it or him or in which it or he may be involved by
reason of its or his being, or having been, the Committee, or a member or
employee of the Committee, to the extent such amounts are not paid by insurance.
12.12 NONPARTICIPATION BY INTERESTED MEMBER. Any member of the
-------------------------------------
Committee who also is a Participant in the Plan shall take no part in any
determination specifically relating to his own participation or benefits, unless
his abstention would leave the Committee incapable of acting on the matter.
SECTION 13. ADOPTION, AMENDMENT, OR TERMINATION OF THE PLAN.
-----------------------------------------------
13.1 ADOPTION OF PLAN BY OTHER EMPLOYERS. With the consent of the Bank,
-----------------------------------
any entity may become a participating Employer under the Plan by (i) taking such
action as shall be necessary to adopt the Plan, (ii) becoming a party to the
Trust Agreement establishing the Trust Fund, and (iii) executing and delivering
such instruments and taking such other action as may be necessary or desirable
to put the Plan into effect with respect to the entity's Employees.
13.2 ADOPTION OF PLAN BY SUCCESSOR. In the event that any Employer shall
-----------------------------
be reorganized by way of merger, consolidation, transfer of assets or otherwise,
so that an entity other than an Employer shall succeed to all or substantially
all of the Employer's business, the successor entity may be substituted for the
Employer under the Plan by adopting the Plan and becoming a party to the Trust
Agreement. Contributions by the Employer shall be automatically suspended from
the effective date of any such reorganization until the date upon which the
substitution of the successor entity for the Employer under the Plan becomes
effective. If, within 90 days following the effective date of any such
reorganization, the successor entity shall not have elected to become a party to
the Plan, or if the Employer shall adopt a plan of complete liquidation other
than in connection with a reorganization, the Plan shall be automatically
terminated with respect to Employees of the Employer as of the close of business
on the
-28-
<PAGE>
90th day following the effective date of the reorganization, or as of the close
of business on the date of adoption of a plan of complete liquidation, as the
case may be.
13.3 PLAN ADOPTION SUBJECT TO QUALIFICATION. Notwithstanding any other
--------------------------------------
provision of the Plan, the adoption of the Plan and the execution of the Trust
Agreement are conditioned upon their being determined initially by the Internal
Revenue Service to meet the qualification requirements of Section 401(a) of the
Code, so that the Employers may deduct currently for federal income tax purposes
their contributions to the Trust and so that the Participants may exclude the
contributions from their gross income and recognize income only when they
receive benefits. In the event that this Plan is held by the Internal Revenue
Service not to qualify initially under Section 401(a), the Plan may be amended
retroactively to the earliest date permitted by U.S. Treasury Regulations in
order to secure qualification under Section 401(a). If this Plan is held by
the Internal Revenue Service not to qualify initially under Section 401(a)
either as originally adopted or as amended, each Employer's contributions to the
Trust under this Plan (including any earnings thereon) shall be returned to it
and this Plan shall be terminated. In the event that this Plan is amended after
its initial qualification and the Plan as amended is held by the Internal
Revenue Service not to qualify under Section 401(a), the amendment may be
modified retroactively to the earliest date permitted by U.S. Treasury
Regulations in order to secure approval of the amendment under Section 401(a).
13.4 RIGHT TO AMEND OR TERMINATE. The Bank intends to continue this Plan
---------------------------
as a permanent program. However, each participating Employer separately
reserves the right to suspend, supersede, or terminate the Plan at any time and
for any reason, as it applies to that Employer's Employees, and the Bank
reserves the right to amend, suspend, supersede, merge, consolidate, or
terminate the Plan at any time and for any reason, as it applies to the
Employees of each Employer. No amendment, suspension, supersession, merger,
consolidation, or termination of the Plan shall (i) reduce any Participant's or
Beneficiary's proportionate interest in the Trust Fund, (ii) reduce or restrict,
either directly or indirectly, the benefit provided any Participant prior to the
amendment, or (iii) divert any portion of the Trust Fund to purposes other than
the exclusive benefit of the Participants and their Beneficiaries prior to the
satisfaction of all liabilities under the Plan. Moreover, there shall not be
any transfer of assets to a successor plan or merger or consolidation with
another plan unless, in the event of the termination of the successor plan or
the surviving plan immediately following such transfer, merger, or
consolidation, each participant or beneficiary would be entitled to a benefit
equal to or greater than the benefit he would have been entitled to if the plan
in which he was previously a participant or beneficiary had terminated
immediately prior to such transfer, merger, or consolidation. Following a
termination of this Plan by the Bank, the Trustee shall continue to administer
the Trust and pay benefits in accordance with the Plan as amended from time to
time and the Committee's instructions.
If any amendment changes the vesting schedule, including an automatic
change to or from a top-heavy vesting schedule, any Participant with three (3)
or more Vesting Years may, by filing a written request with the Employer, elect
to have his vested percentage computed under the vesting schedule in effect
prior to the amendment. The election period must begin not later than the later
of sixty (60) days after the amendment is adopted, the amendment becomes
effective, or the Participant is issued written notice of the amendment by the
Employer or the Committee.
-29-
<PAGE>
SECTION 14. MISCELLANEOUS PROVISIONS.
------------------------
14.1 PLAN CREATES NO EMPLOYMENT RIGHTS. Nothing in this Plan shall be
---------------------------------
interpreted as giving any Employee the right to be retained as an Employee by an
Employer, or as limiting or affecting the rights of an Employer to control its
Employees or to terminate the Service of any Employee at any time and for any
reason, subject to any applicable employment or collective bargaining
agreements.
14.2 NONASSIGNABILITY OF BENEFITS. No assignment, pledge, or other
----------------------------
anticipation of benefits from the Plan will be permitted or recognized by the
Employer, the Committee, or the Trustee. Moreover, benefits from the Plan shall
not be subject to attachment, garnishment, or other legal process for debts or
liabilities of any Participant or Beneficiary, to the extent permitted by law.
This prohibition on assignment or alienation shall apply to any judgment,
decree, or order (including approval of a property settlement agreement) which
relates to the provision of child support, alimony, or property rights to a
present or former spouse, child or other dependent of a Participant pursuant to
a State domestic relations or community property law, unless the judgment,
decree, or order is determined by the Committee to be a qualified domestic
relations order within the meaning of Section 414(p) of the Code, as more fully
set forth in Section 14.2 hereof.
14.3 LIMIT OF EMPLOYER LIABILITY. The liability of the Employer with
---------------------------
respect to Participants under this Plan shall be limited to making contributions
to the Trust from time to time, in accordance with Section 4.
14.4 TREATMENT OF EXPENSES. All expenses incurred by the Committee and
---------------------
the Trustee in connection with administering this Plan and Trust Fund shall be
paid by the Trustee from the Trust Fund to the extent the expenses have not been
paid or assumed by the Employer or by the Trustee.
14.5 NUMBER AND GENDER. Any use of the singular shall be interpreted to
-----------------
include the plural, and the plural the singular. Any use of the masculine,
feminine, or neuter shall be interpreted to include the masculine, feminine, or
neuter, as the context shall require.
14.6 NONDIVERSION OF ASSETS. Except as provided in Sections 5.3 and
----------------------
13.3, under no circumstances shall any portion of the Trust Fund be diverted to
or used for any purpose other than the exclusive benefit of the Participants and
their Beneficiaries prior to the satisfaction of all liabilities under the Plan.
14.7 SEPARABILITY OF PROVISIONS. If any provision of this Plan is held
--------------------------
to be invalid or unenforceable, the other provisions of the Plan shall not be
affected but shall be applied as if the invalid or unenforceable provision had
not been included in the Plan.
14.8 SERVICE OF PROCESS. The agent for the service of process upon the
------------------
Plan shall be the president of the Bank, or such other person as may be
designated from time to time by the Bank.
14.9 GOVERNING STATE LAW. This Plan shall be interpreted in accordance
-------------------
with the laws of the State of Louisiana to the extent those laws are applicable
under the provisions of ERISA.
-30-
<PAGE>
14.10 EMPLOYER CONTRIBUTIONS CONDITIONED ON DEDUCTIBILITY. Employer
---------------------------------------------------
Contributions to the Plan are conditioned on deductibility under Code Section
404. In the event that the Internal Revenue Service shall determine that all or
any portion of an Employer Contribution is not deductible under that Section,
the nondeductible portion shall be returned to the Employer within one year of
the disallowance of the deduction.
14.11 UNCLAIMED ACCOUNTS. Neither the Employer nor the Trustees shall
------------------
be under any obligation to search for, or ascertain the whereabouts of, any
Participant or beneficiary. The Employer or the Trustees, by certified or
registered mail addressed to his last known address of record with the Employer,
shall notify any Participant or beneficiary that he is entitled to a
distribution under this Plan, and the notice shall quote the provisions of this
Section. If the Participant or beneficiary fails to claim his benefits or make
his whereabouts known in writing to the Employer or the Trustees within seven
(7) calendar years after the date of notification, the benefits of the
Participant or beneficiary under the Plan will be disposed of as follows:
(a) If the whereabouts of the Participant is unknown but the
whereabouts of the Participant's beneficiary is known to the Trustees,
distribution will be made to the beneficiary.
(b) If the whereabouts of the Participant and his beneficiary are
unknown to the Trustees, the plan will forfeit the benefit, provided that
the benefit is subject to a claim for reinstatement if the Participant or
Beneficiary make a claim for the forfeited benefit.
Any payment made pursuant to the power herein conferred upon the Trustees
shall operate as a complete discharge of all obligations of the Trustees, to the
extent of the distributions so made.
14.12 QUALIFIED DOMESTIC RELATIONS ORDER. Section 14.2 shall not apply
----------------------------------
to a "qualified domestic relations order" defined in Code Section 414(p), and
such other domestic relations orders permitted to be so treated by Administrator
under the provisions of the Retirement Equity Act of 1984. Further, to the
extent provided under a "qualified domestic relations order", a former spouse of
a Participant shall be treated as the spouse or surviving spouse for all
purposes under the Plan.
In the case of any domestic relations order received by the Plan:
(a) The Employer or the Plan Committee shall promptly notify the
Participant and any other alternate payee of the receipt of such order and
the Plan's procedures for determining the qualified status of domestic
relations orders, and
(b) Within a reasonable period after receipt of such order, the
Employer or the Plan Committee shall determine whether such order is a
qualified domestic relations order and notify the Participant and each
alternate payee of such determination. The Employer or the Plan Committee
shall establish reasonable procedures to determine the qualified status of
domestic relations orders and to administer distributions under such
qualified orders.
During any period in which the issue of whether a domestic relations order
is a qualified domestic relations order is being determined (by the Employer or
Plan Committee, by a court of competent jurisdiction, or otherwise), the
Employer or the Plan Committee shall segregate in a separate account in the Plan
or in an escrow account the amounts which would have been payable to the
alternate payee
-31-
<PAGE>
during such period if the order had been determined to be a qualified domestic
relations order. If within eighteen (18) months the order (or modification
thereof) is determined to be a qualified domestic relations order, the Employer
or the Plan Committee shall pay the segregated amounts (plus any interest
thereon) to the person or persons entitled thereto. If within eighteen (18)
months it is determined that the order is not a qualified domestic relations
order, or the issue as to whether such order is a qualified domestic relations
order is not resolved, then the Employer or the Plan Committee shall pay the
segregated amounts (plus any interest thereon) to the person or persons who
would have been entitled to such amounts if there had been no order. Any
determination that an order is a qualified domestic relations order which is
made after the close of the eighteen (18) month period shall be applied
prospectively only. The term "alternate payee" means any spouse, former spouse,
child or other dependent of a Participant who is recognized by a domestic
relations order as having a right to receive all, or a portion of, the benefit
payable under a Plan with respect to such Participant.
SECTION 15. TOP-HEAVY PROVISIONS.
--------------------
15.1 TOP-HEAVY PLAN. For any Plan Year beginning after December 31,
--------------
1983, this Plan is top-heavy if any of the following conditions exist:
(a) If the top-heavy ratio for this Plan exceeds sixty percent
(60%) and this Plan is not part of any required aggregation group or permissive
aggregation group;
(b) If this Plan is a part of a required aggregation group (but is
not part of a permissive aggregation group) and the aggregate top-heavy ratio
for the group of Plans exceeds sixty percent (60%); or
(c) If this Plan is a part of a required aggregation group and part
of a permissive aggregation group and the aggregate top-heavy ratio for the
permissive aggregation group exceeds sixty percent (60%).
15.2 SUPER TOP-HEAVY PLAN For any Plan Year beginning after December 31,
--------------------
1983, this Plan will be a super top-heavy Plan if any of the following
conditions exist:
(a) If the top-heavy ratio for this Plan exceeds ninety percent
(90%) and this Plan is not part of any required aggregation group or permissive
aggregation group.
(b) If this Plan is a part of a required aggregation group (but is
not part of a permissive aggregation group) and the aggregate top-heavy ratio
for the group of Plans exceeds ninety percent (90%), or
(c) If this Plan is a part of a required aggregation group and part
of a permissive aggregation group and the aggregate top-heavy ratio for the
permissive aggregation group exceeds ninety percent (90%).
-32-
<PAGE>
15.3 DEFINITIONS.
-----------
In making this determination, the Committee shall use the following definitions
and principles:
15.3-1 The "Determination Date", with respect to the first Plan
Year of any plan, means the last day of that Plan Year, and with respect to
each subsequent Plan Year, means the last day of the preceding Plan Year.
If any other plan has a Determination Date which differs from this Plan's
Determination Date, the top-heaviness of this Plan shall be determined on
the basis of the other plan's Determination Date falling within the same
calendar years as this Plan's Determination Date.
15.3-2 A "Key Employee", with respect to a Plan Year, means an
Employee who at any time during the five years ending on the top-heavy
Determination Date for the Plan Year has received compensation from an
Employer and has been (i) an officer of the Employer having Total
Compensation greater than 50 percent of the limit then in effect under
Section 415(b)(1)(A) of the Code, (ii) one of the 10 Employees owning the
largest interests in the Employer having Total Compensation greater than
the limit then in effect under Section 415(c)(1)(A), (iii) an owner of more
than five percent of the outstanding equity interest or the outstanding
voting interest in any Employer, or (iv) an owner of more than one percent
of the outstanding equity interest or the outstanding voting interest in an
Employer whose Total Compensation exceeds $150,000. In determining which
individuals are Key Employees, the rules of Section 415(i) of the Code and
Treasury Regulations promulgated thereunder shall apply. The Beneficiary of
a Key Employee shall also be considered a Key Employee.
15.3-3 A "Non-key Employee" means an Employee who at any time
during the five years ending on the top-heavy Determination Date for the
Plan Year has received compensation from an Employer and who has never been
a Key Employee, and the Beneficiary of any such Employee.
15.3-4 A "required aggregation group" includes (a) each qualified
Plan of the Employer in which at least one Key Employee participates in the
Plan Year containing the Determination Date and any of the four (4)
preceding Plan Years, and (b) any other qualified Plan of the Employer
which enables a Plan described in (a) to meet the requirements of Code
Sections 401(a)(4) and 410. For purposes of the preceding sentence, a
qualified Plan of the Employer includes a terminated Plan maintained by the
Employer within the five (5) year period ending on the Determination Date.
In the case of a required aggregation group, each Plan in the group will be
considered a top-heavy Plan if the required aggregation group is a top-
heavy group. No Plan in the required aggregation group will be considered
a top-heavy Plan if the required aggregation group is not a top-heavy
group. All Employers aggregated under Code Sections 414(b), (c) or (m) or
(o) (but only after the Code Section 414(o) regulations become effective)
are considered a single Employer.
15.3-5 A "permissive aggregation group" includes the required
aggregation group of Plans plus any other qualified Plan(s) of the Employer
that are not required to be aggregated but which, when considered as a
group with the required aggregation group, satisfy the requirements of Code
Sections 401(a)(4) and 410 and are comparable to the Plans in the required
aggregation
-33-
<PAGE>
group. No Plan in the permissive aggregation group will be considered a
top-heavy Plan if the permissive aggregation group is not a top-heavy
group. Only a Plan that is part of the required aggregation group will be
considered a top-heavy Plan if the permissive aggregation group is top-
heavy.
15.4 TOP-HEAVY RULES OF APPLICATION.
------------------------------
For purposes of determining the value of account balances and the
present value of accrued benefits the following provisions shall apply:
15.4-1 The value of account balances and the present value of
accrued benefits will be determined as of the most recent valuation date
that falls within or ends with the twelve (12) month period ending on the
Determination Date.
15.4-2 For purposes of testing whether this Plan is top-heavy, the
present value of an individual's accrued benefits and an individual's
account balances is counted only once each year.
15.4-3 The account balances and accrued benefits of a Participant
who is not presently a Key Employee but who was a Key Employee in a Plan
Year beginning on or after January 1, 1984 will be disregarded.
15.4-4 For years beginning after December 31, 1984, non-deductible
Voluntary Employee Contributions will be taken into account for purposes of
computing the top-heavy ratio. Employer contributions attributable to a
salary reduction or similar arrangement will be taken into account.
15.4-5 When aggregating Plans, the value of account balances and
accrued benefits will be calculated with reference to the Determination
Dates that fall within the same calendar year.
15.4-6 The present value of the accrued benefits or the amount of
the account balances of an Employee shall be increased by the aggregate
distributions made to such Employee from a Plan of the Employer. No
distribution, however, made from the Plan to an individual (other than the
beneficiary of a deceased Employee who was an Employee within the five (5)
year period ending on the Determination Date) who has not been an Employee
at any time during the five (5) year period ending on the Determination
Date shall be taken into account in determining whether the Plan is top-
heavy. Also, any amounts recontributed by an Employee upon becoming a
Participant in the Plan shall no longer be counted as a distribution under
this paragraph.
15.4-7 The present value of the accrued benefits or the amount of
the account balances of an Employee shall be increased by the aggregate
distributions made to such Employee from a terminated Plan of the Employer,
provided that such Plan (if not terminated) would have been required to be
included in the aggregation group.
15.4-8 Accrued benefits and account balances of an individual shall
not be taken into account for purposes of determining the top-heavy ratios
if the individual has performed no services for the Employer during the
five (5) year period ending on the applicable Determination Date.
Compensation for purposes of this subparagraph shall not include any
payments made to
-34-
<PAGE>
an individual by the Employer pursuant to a qualified or non-qualified
deferred compensation plan.
15.4-9 The present value of the accrued benefits or the amount of
the account balances of any Employee participating in this Plan shall not
include any rollover contributions or other transfers voluntarily initiated
by the Employee except as described below. If a rollover was received by
this Plan after December 31, 1983, the rollover or transfer voluntarily
initiated by the Employee was received prior to January 1, 1984, then the
rollover or transfer shall be considered as part of the accrued benefit by
the Plan receiving such rollover or transfer. If this Plan transfers or
rolls over funds to another Plan in a transaction voluntarily initiated by
the Employee after December 31, 1983, then this Plan shall count the
distribution for purposes of determining account balances or the present
value of accrued benefits. A transfer incident to a merger or consolidation
of two or more Plans of the Employer (including Plans of related Employers
treated as a single Employer under Code Section 414), or a transfer or
rollover between Plans of the Employer, shall not be considered as
voluntarily initiated by the Employee.
15.5 TOP-HEAVY RATIO.
---------------
If the Employer maintains one (1) or more defined contribution plans
(including any simplified Employee pension plan) and the Employer has never
maintained any defined benefit plans which have covered or could cover a
Participant in this Plan, the top-heavy ratio is a fraction, the numerator of
which is the sum of the account balances of all Key Employees as of the
Determination Date, and the denominator of which is the sum of the account
balances of all Employees as of the Determination Date. Both the numerator and
denominator of the top-heavy ratio shall be increased to reflect any
contribution which is due but unpaid as of the Determination Date.
If the Employer maintains one (1) or more defined contribution plans
(including any simplified Employee pension plan) and the Employer maintains or
has maintained one (1) or more defined benefit plans which have covered or could
cover a Participant in this Plan, the top-heavy ratio is a fraction, the
numerator of which is the sum of account balances under the defined contribution
plans for all Key Employees and the present value of accrued benefits under the
defined benefit plans for all Key Employees, and the denominator of which is the
sum of the account balances under the defined contribution plans for all
Employees and the present value of accrued benefits under the defined benefit
plans for all Employees.
15.6 MINIMUM CONTRIBUTIONS. For any Top-Heavy Year, each Employer shall
---------------------
make a special contribution on behalf of each Participant to the extent that the
total allocations to his Account pursuant to Section 4 is less than the lesser
of:
(i) three percent of his Total Compensation for that year, or
(ii) the highest ratio of such allocation to Total Compensation
received by any Key Employee for that year. For purposes of the special
contribution of this Section 15.2, a Key Employee's Total Compensation
shall include amounts the Key Employee elected to defer under a qualified
401(k) arrangement. Such a special contribution shall be made on behalf of
each Participant who is employed by an Employer on the last day of the Plan
Year, regardless of the number of his Hours of Service, and shall be
allocated to his Account.
-35-
<PAGE>
For any Plan Year when (1) the Plan is top-heavy and (2) a Non-key Employee
is a Participant in both this Plan and a defined benefit plan included in the
plan aggregation group which is top heavy, the sum of the Employer contributions
and forfeitures allocated to the Account of each such Non-key Employee shall be
equal to at least five percent (5%) of such Non-key Employee's Total
Compensation for that year.
15.7 MINIMUM VESTING. If a Participant's vested interest in his Account
---------------
is to be determined in a Top-Heavy Year, it shall be based on the following
"top-heavy table":
<TABLE>
<CAPTION>
Vesting Percentage of
Years Interest Vested
------- ---------------
<S> <C>
Fewer than 3 years 0%
3 or more 100%
</TABLE>
15.8 TOP-HEAVY PROVISIONS CONTROL IN TOP-HEAVY PLAN. In the event this Plan
----------------------------------------------
becomes top-heavy and a conflict arises between the top-heavy provisions herein
set forth and the remaining provisions set forth in this Plan, the top-heavy
provisions shall control.
-36-
<PAGE>
[LETTERHEAD APPEARS HERE]
ACCOUNTANTS' CONSENT
The Board of Directors
First Federal Savings & Loan Association
of Allen Parish
We consent to the use in the Registration Statement of First Allen Parish
Bancorp., Inc. on Form SB-2 and the Application for Conversion on Form AC of our
report dated January 18, 1996, on the financial statements of First Federal
Savings & Loan Association of Allen Parish as of December 31, 1995 and 1994, and
for each of the years in the two-year period ended December 31, 1995, and to the
references to our firm under the headings "Legal and Tax Matters" and "Experts"
in the related prospectus. Our report refers to the adoption of the provisions
of Statement of Financial Accounting Standards Nos. 109, 115 and 119,
"Accounting for Income Taxes"; "Accounting for Certain Investments in Debt and
Equity Securities"; and "Disclosures About Derivative Financial Instruments and
Fair Value of Financial Instruments".
/s/Darnall Sikes Kolder Frederick & Rainey
Darnall, Sikes, Kolder, Frederick & Rainey
Lafayette, Louisiana
June 21, 1996
<PAGE>
[LETTERHEAD OF FERGUSON & CO., LLP]
JUNE 25, 1996
BOARD OF DIRECTORS
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
222 SOUTH 10TH STREET
OAKDALE, LOUISIANA 71463
DIRECTORS:
We hereby consent to the use of our firm's name in the Form AC Application
for Conversion of First Federal Savings and Loan Association of Allen Parish,
Oakdale, Louisiana, and any amendments thereto, in the Form SB-2 Registration
Statement of First Allen Parish Bancorp, Inc., and any amendments thereto, and
in the Application H-(e)1-S for First Allen Parish Bancorp, Inc. We also hereby
consent to the inclusion of, summary of, and references to our Appraisal Report
and our opinion concerning subscription rights in such filings including the
Prospectus of First Allen Parish Bancorp, Inc.
Sincerely,
/s/ Robin L. Fussell
Robin L. Fussell
Principal
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-END> MAR-31-1996 DEC-31-1995
<CASH> 438 322
<INT-BEARING-DEPOSITS> 1,789 1,040
<FED-FUNDS-SOLD> 0 0
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 2,798 2,958
<INVESTMENTS-CARRYING> 12,656 12,693
<INVESTMENTS-MARKET> 12,553 12,653
<LOANS> 11,615 11,548
<ALLOWANCE> 309 317
<TOTAL-ASSETS> 29,605 28,858
<DEPOSITS> 27,283 26,583
<SHORT-TERM> 0 0
<LIABILITIES-OTHER> 219 217
<LONG-TERM> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 2,103 2,059
<TOTAL-LIABILITIES-AND-EQUITY> 29,605 26,583
<INTEREST-LOAN> 260 1,046
<INTEREST-INVEST> 243 859
<INTEREST-OTHER> 21 99
<INTEREST-TOTAL> 524 2,004
<INTEREST-DEPOSIT> 297 1,075
<INTEREST-EXPENSE> 297 1,078
<INTEREST-INCOME-NET> 227 926
<LOAN-LOSSES> (9) (21)
<SECURITIES-GAINS> 0 0
<EXPENSE-OTHER> 158 506
<INCOME-PRETAX> 78 441
<INCOME-PRE-EXTRAORDINARY> 78 441
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 50 290
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
<YIELD-ACTUAL> 7.39 6.77
<LOANS-NON> 70 155
<LOANS-PAST> 5 6
<LOANS-TROUBLED> 186 191
<LOANS-PROBLEM> 363 373
<ALLOWANCE-OPEN> 317 328
<CHARGE-OFFS> 0 7
<RECOVERIES> 1 17
<ALLOWANCE-CLOSE> 309 317
<ALLOWANCE-DOMESTIC> 309 317
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
<PAGE>
[LETTERHEAD OF FERGUSON & CO., LLP]
April 12, 1996
Board of Directors
First Federal Savings and Loan Association
of Allen Parish
222 S. 10th Street
Oakdale, Louisiana 71463
Dear Directors:
This letter sets forth the agreement between First Federal Savings and Loan
Association of Allen Parish ("First Federal"), Oakdale, Louisiana, and Ferguson
& Co., LLP, ("F&C"), Irving, Texas, under the terms of which First Federal has
engaged F&C, in connection with its conversion from mutual to stock form, to (1)
determine the pro forma market value of the shares of common stock to be issued
and sold by First Federal or its holding company; and (2) assist First Federal
in preparing a business plan to be filed with the application for approval to
convert to stock.
F&C agrees to deliver the written valuation and business plan to First
Federal at the above address on or before a mutually agreed upon date. Further,
F&C agrees to perform such other services as are necessary or required in
connection with comments from the applicable regulatory authorities relating to
the business plan and appraisal and the preparation of appraisal updated as
requested by First Federal or its counsel. It is understood that the services of
F&C under this agreement shall be limited as herein described.
F&C's fee for the business plan and initial appraisal valuation report and
any required updated shall be $22,500. In addition, First Federal shall
reimburse F&C for all out-of-pocket expenses. Payment under this agreement shall
be made as follows:
1. Seven thousand, five hundred dollars ($7,500) upon execution of this
engagement letter.
2. The balance of the fee upon delivery of the completed appraisal report
and business plan.
3. Out-of-pocket expenses are to be paid monthly.
If, during the course of First Federal's conversion, unforeseen events
occur so as to change materially the nature or the work content of the services
described in this contract, the terms of the contract shall be subject to
renegotiation. Such unforeseen events shall
<PAGE>
Board of Directors
April 12, 1996
Page 2
include, but not to be limited to, major changes in the conversion regulations,
appraisal guidelines or processing procedures as they relate to conversion
appraisals, major changes in First Federal's management or operating policies,
execution of a merger agreement with another institution prior to completion of
conversion, and excessive delays or suspension of processing of conversions by
the regulatory authorities such that completion of First Federal's conversion
requires the preparation by F&C of a new appraisal report or business plan,
excluding appraisal updates during the course of the engagement.
To induce F&C to provide the services described above, First Federal hereby
agrees as follows:
1. First Federal shall supply to F&C such information with respect to its
business and financial condition as F&C reasonably may request in
order to make the aforesaid valuation. Such information made available
to F&C shall include, but not be limited to, annual financial
statements, periodic regulatory filings, material agreements, debt
instruments and corporate books and records.
2. First Federal hereby represents and warrants, to the best of its
knowledge, that any information provided to F&C does not and will not,
at any time relevant hereto, contain any misstatement or unture
statement of a material fact or omit any and all material facts
required to be stated therein or necessary to make the statements
therein not false or misleading in light of the circumstances under
which they were made.
3. (a) First Federal shall indemnify and hold harmless F&C and any
employees of F&C who act for or on behalf of F&C in connection with
the services called for under this agreement, from and against any and
all loss, cost, damage, claim, liability or expense of any kind,
including reasonable attorneys fees and other expenses incurred in
investigating, preparing to defend and defending any claim or claims
(specifically including, but not limited to, claims under federal and
state securities laws) arising out of any misstatement or untrue
statement of a material fact contained in the information supplied by
First Federal to F&C or by an omission to state a material fact in the
information so provided which is required to be stated therein in
order to make the statement therein not false or misleading.
(b) F&C shall not be entitled to indemnification pursuant to Paragraph
3(a) above with regard to any claim arising where, with regard to the
basis for such claim, F&C had knowledge that a statement of a fact
material to the
<PAGE>
Board of Directors
April 12, 1996
Page 3
evaluation and contained in the information supplied by First Federal
was untrue or had knowledge that a material fact was omitted from the
information so provided and that such material fact was necessary in
order to make the statement made to F&C not false or misleading.
(c) F&C additionally shall not be entitled to indemnification pursuant
to Paragraph 3(a) above notwithstanding its lack of actual knowledge
of an intentional misstatement or omission of a material fact in the
information provided if F&C is determined to have been negligent or to
have failed to exercise due diligence in the preparation of its
valuation.
First Federal and F&C are not affiliated, and neither First Federal nor F&C
has an economic interest in, or held in common with, the other and has not
derived a significant portion of its gross revenue, receipts or net income for
any period from transactions with the other.
In order for F&C to consider this proposal binding, please acknowledge your
consent to the foregoing by executing the enclosed copies of this letter and
returning one copy to us, together with a check payable to Ferguson & Co., in
the amount of $7,500. The extra copy of this letter is for your conversion
counsel.
Yours very truly,
/s/ Robin L. Fussell
Robin L. Fussell
Principal
Agreed to ($7,500 check enclosed):
First Federal Savings and Loan Association
of Allen Parish
Oakdale, Louisiana
By: _______________________________
<PAGE>
Conversion Valuation Report
___________________________
Valued as of April 30, 1996
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Oakdale, Louisiana
Prepared By:
Ferguson & Co., LLP
Suite 550
122 W. John Carpenter Freeway
Irving, TX 75039
214/869-1177
<PAGE>
[LETTERHEAD OF FERGUSON & CO., LLP]
STATEMENT OF APPRAISER'S INDEPENDENCE
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
----------------------------------------------------------
OAKDALE, LOUISIANA
------------------
We are the appraiser for First Federal Savings and Loan Association of
Allen Parish in connection with its mutual to stock conversion. We are
submitting our independent estimate of the pro forma market value of the
Association's stock to be issued in the conversion. In connection with our
appraisal of the Association's to-be-issued stock, we have received a fee which
was not related to the estimated final value. The estimated pro forma market
value is solely the opinion of our company and it was not unduly influenced by
the Association, its conversion counsel, its selling agent, or any other party
connected with the conversion. We also received a fixed fee for assisting the
Association in connection with the preparation of its business plan to be
submitted with the conversion application.
First Federal has agreed to indemnify Ferguson & Co., LLP under certain
circumstances against liabilities arising out of our services. Specifically, we
are indemnified against liabilities arising from our appraisal except to the
extent such liabilities are determined to have arisen because of our negligence
or willful conduct.
Ferguson & Co., LLP
/s/ Robin L. Fussell
Robin L. Fussell
Principal
May 28, 1996
<PAGE>
[LETTERHEAD OF FERGUSON & CO., LLP]
MAY 28, 1996
BOARD OF DIRECTORS
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
222 SOUTH 10TH STREET
OAKDALE, LOUISIANA 71463
DEAR DIRECTORS:
We have completed and hereby provide, as of April 30, 1996, an independent
appraisal of the estimated pro forma market value of First Federal Savings and
Loan Association of Allen Parish ("First Federal" or the "Association"),
Oakdale, Louisiana, in connection with the conversion of First Federal from the
mutual to stock form of organization ("Conversion"). This appraisal report is
furnished pursuant to the regulatory filing of the Association's Application for
Conversion ("Form AC") with the Office of Thrift Supervision ("OTS").
Ferguson & Co., LLP ("F&C") is a consulting firm that specializes in
providing financial, economic, and regulatory services to financial
institutions. The background and experience of F&C is presented in Exhibit I. We
believe that, except for the fees we will receive for preparing the appraisal
and assisting with First Federal's business plan, we are independent. F&C
personnel are prohibited from owning stock in conversion clients for a period of
at least one year after conversion.
In preparing our appraisal, we have reviewed First Federal's Application
for Approval of Conversion, including the Proxy Statement as filed with the OTS.
We conducted an analysis of First Federal that included discussions with
Darnall, Sikes, Kolder, Frederick & Rainey, CPAs, the Association's independent
auditors, and with Luse Lehman Gorman Pomerenk & Schick, the Association's
conversion counsel. In addition, where appropriate, we considered information
based on other available published sources that we believe is reliable; however,
we cannot guarantee the accuracy or completeness of such information.
We also reviewed the economy in First Federal's primary market area and
compared the Association's financial condition and operating results with that
of selected publicly traded thrift institutions. We reviewed conditions in the
securities markets in general and in the market for thrifts stocks in
particular.
Our appraisal is based on First Federal's representation that the
information contained in the Form AC and additional evidence furnished to us by
the Association and its independent auditors are truthful, accurate, and
complete. We did not independently verify the financial statements and other
information provided by First Federal and its auditors, nor did we independently
value the Association's assets or liabilities. The valuation considers First
Federal only as a going concern and should not be considered an indication of
its liquidation value.
<PAGE>
BOARD OF DIRECTORS
MAY 28, 1996
PAGE 2
It is our opinion that, as of April 30, 1996, the estimated pro forma
market value of First Federal was $2,800,000, or 280,000 shares at $10.00 per
share. The resultant valuation range was $2,380,000 at the minimum (238,000
shares at $10.00 per share) to $3,220,000 at the maximum (322,000 shares at
$10.00 per share), based on a range of 15 percent below and above the midpoint
valuation. The supermaximum was $3,703,000 (370,300 shares at $10.00 per share).
Our valuation is not intended, and must not be construed, as a
recommendation of any kind as to the advisability of purchasing shares of common
stock in the conversion. Moreover, because such valuation is necessarily based
upon estimates and projections of a number of matters, all of which are subject
to change from time to time, no assurance can be given that persons who purchase
shares of common stock in the conversion will thereafter be able to sell such
shares at prices related to the foregoing estimate of the Association's pro
forma market value. F&C is not a seller of securities within the meaning of any
federal or state securities laws and any report prepared by F&C shall not be
used as an offer or solicitation with respect to the purchase or sale of any
securities.
Our opinion is based on circumstances as of the date hereof, including
current conditions in the United States securities markets. Events occurring
after the date hereof, including, but not limited to, changes affecting the
United States securities markets and subsequent results of operations of First
Federal, could materially affect the assumptions used in preparing this
appraisal.
The valuation reported herein will be updated as provided in the OTS
conversion regulations and guidelines. Any updates will consider, among other
things, any developments or changes in First Federal's financial performance and
condition, management policies, and current conditions in the equity markets for
thrift shares. Should any such new developments or changes be material, in our
opinion, to the valuation of the shares, appropriate adjustments will be made to
the estimated pro forma market value. The reasons for any such adjustments will
be explained in detail at the time.
Respectfully,
FERGUSON & CO., LLP
/s/ Robin L. Fussell
Robin L. Fussell
Principal
<PAGE>
FERGUSON & CO., LLP
- -------------------
TABLE OF CONTENTS
First Federal Savings and Loan Association
Oakdale, Louisiana
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION 1
SECTION I. - FINANCIAL CHARACTERISTICS 3
PAST & PROJECTED ECONOMIC CONDITIONS 3
FINANCIAL CONDITION OF INSTITUTION 4
Balance Sheet Trends 4
Asset/Liability Management 4
Income and Expense Trends 11
Regulatory Capital Requirements 12
Lending 12
Nonperforming Assets 18
Classified Assets 18
Loan Loss Allowance 18
Mortgage-Backed Securities and Investments 21
Savings Deposits 23
Borrowings 24
Subsidiaries 24
Legal Proceedings 24
EARNINGS CAPACITY OF THE INSTITUTION 24
Asset-Size-Efficiency of Asset Utilization 25
Intangible Values 26
Effect of Government Regulations 26
Office Facilities 26
</TABLE>
i
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FERGUSON & CO., LLP
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TABLE OF CONTENTS - CONTINUED
First Federal Savings and Loan Association
Oakdale, Louisiana
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SECTION II - MARKET AREA 1
DEMOGRAPHICS 1
SECTION III - COMPARISON WITH PUBLICLY TRADED THRIFTS 1
COMPARATIVE DISCUSSION 1
Selection Criteria 1
Profitability 3
Balance Sheet Characteristics 4
Risk Factors 4
Summary of Financial Comparison 5
FUTURE PLANS 5
SECTION IV - CORRELATION OF MARKET VALUE 1
MARKETABILITY & LIQUIDITY OF STOCK TO BE ISSUED 1
Financial Aspects 1
Market Area 3
Management 3
Dividends 3
Liquidity 4
Thrift Equity Market Conditions 4
</TABLE>
ii
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FERGUSON & CO., LLP
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TABLE OF CONTENTS - CONTINUED
First Federal Savings and Loan Association
Oakdale, Louisiana
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SECTION IV - CORRELATION OF MARKET VALUE - continued
LOUISIANA ACQUISITIONS 6
EFFECT OF INTEREST RATES ON THRIFT STOCK 6
Adjustments Conclusion 9
Valuation Approach 10
Valuation Conclusion 11
</TABLE>
iii
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FERGUSON & CO., LLP
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LIST OF TABLES
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OAKDALE, LOUISIANA
<TABLE>
<CAPTION>
TABLE
NUMBER TABLE TITLE PAGE
- ------ ----------- ----
<S> <C> <C>
SECTION I - FINANCIAL CHARACTERISTICS
1 Selected Financial Condition Data 6
2 Summary of Operations 7
3 Selected Operating Ratios 8
4 Loan Maturity Schedule 9
5 GAP Analysis 10
6 Net Portfolio Value 11
7 Regulatory Capital Compliance 12
8 Analysis of Loan Portfolio 14
9 Loan Activity 15
10 Average Balance Sheets 16
11 Rate/Volume Analysis 17
12 Non-Performing Assets 19
13 Analysis of Allowance for Loan Losses 20
14 Allocation of the Allowance for Loan Losses 21
15 MBS and Investment Maturities and Yields 22
16 MBS and Investments 23
17 Savings Portfolio 27
18 Time Deposit Rates and Maturities 28
19 Average Deposit Balances and Rates 29
20 Jumbo CD's 29
21 Savings Deposit Activity 30
22 Office Facilities 30
SECTION II - MARKET AREA
1 Key Economic Indicators 5
2 Employment by Industry 6
3 Market Area Deposits 7
</TABLE>
iv
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FERGUSON & CO., LLP
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LIST OF TABLES - continued
First Federal Savings and Loan Association
Oakdale, Louisiana
<TABLE>
<CAPTION>
TABLE
NUMBER TABLE TITLE PAGE
- ------ ----------- ----
<S> <C> <C>
SECTION III - COMPARISON WITH PUBLICLY
TRADED THRIFTS
1 Comparatives General 7
2 Key Financial Indicators 8
3 Pro Forma Comparisons 9
SECTION IV - CORRELATION OF MARKET VALUE
1 Appraisal Earnings Adjustments 2
2 Louisiana Acquisitions 12
3 Recent Conversions 14
4 Recent Pink Sheet Conversions 16
5 Comparison of Pricing Ratios 18
</TABLE>
<TABLE>
<CAPTION>
FIGURE
NUMBER LIST OF FIGURES PAGE
- ------ --------------- ----
<S> <C> <C>
SECTION IV - MARKET VALUE CORRELATION
1 SNL Index 19
2 Interest Rates 20
</TABLE>
V
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FERGUSON & CO., LLP
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EXHIBITS
First Federal Savings and Loan Association
Oakdale, Louisiana
EXHIBIT TITLE
Exhibit I - Ferguson & Co., LLP Qualifications
Exhibit II - Selected Region, State, and Comparatives Information
Exhibit III - First Federal Savings and Loan Association TAFS Report
Exhibit IV - Comparative Group TAFS and BankSource Reports
Exhibit V - Publicly Traded Thrifts
Exhibit VI - Selected Publicly Traded Thrifts
Exhibit VII - Comparative Group Selection
Exhibit VIII - Pro Forma Calculations
Pro Forma Assumptions
Pro Forma Effect of Conversion Proceeds At the Minimum of the Range
Pro Forma Effect of Conversion Proceeds At the Midpoint of the Range
Pro Forma Effect of Conversion Proceeds At the Maximum of the Range
Pro Forma Effect of Conversion Proceeds At the SuperMax of the Range
Pro Forma Analysis Sheet
vi
<PAGE>
SECTION I
FINANCIAL CHARACTERISTICS
<PAGE>
FERGUSON & CO., LLP SECTION I.
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INTRODUCTION
First Federal Savings and Loan Association of Allen Parish ("First Federal"
or "Association") is a federally chartered, federally insured mutual savings and
loan association located in Oakdale (Allen Parish), Louisiana. It was chartered
in 1962 under its current name. First Federal also joined the FHLB system and
obtained federal insurance of accounts in 1962. In May 1996, it adopted a plan
to convert to a stock savings and loan association, via a standard mutual to
stock conversion.
At March 31, 1996, First Federal had total assets of $29.6 million, loans
of $11.3 million, mortgage-backed securities of $15.2 million, deposits of $27.3
million, and net worth of $2.1 million, or 7.1% of assets.
The Association has one office, which is located in Oakdale. Louisiana is
in the south central portion of the United States. Oakdale is located in the
south central portion of Louisiana, within 75 miles of the borders of Texas to
the west and Mississippi to the east. It is approximately 75 miles northwest of
Lafayette, 50 miles northeast of Lake Charles, and 40 miles south of Alexandria.
First Federal is a traditional thrift with a heavy orientation to passive
investments. It invests primarily in (1) 1-4 family loans and, to a lesser
extent, in other loans, (2) mortgage backed securities, and (3) temporary cash
investments. It is funded principally by savings deposits and existing net
worth. It occasionally utilizes FHLB advances.
The Association offers a variety of loan products to accommodate its
customer base and single family loans dominate the Association's loan portfolio.
In recent years, First Federal has concentrated its lending in one year ARM's
and 15 year fixed rate single family loans. At March 31,
1
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FERGUSON & CO., LLP SECTION I.
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1996, loans on 1-4 family dwellings made up 26.2% of total assets and 68.7% of
the loan portfolio. Mortgage backed securities made up 51.3% of total assets.
Cash and investment securities made up 7.5% of First Federal's assets at March
31, 1996.
First Federal had $114 thousand in non-performing assets at March 31, 1996
(.39% of total assets), as compared to $200 thousand at December 31, 1995 (.69%
of total assets), and $107 thousand at December 31, 1994 (.40% of total assets).
Savings deposits increased slightly during the period from December 31,
1991, to March 31, 1996 ($685 thousand). Savings decreased $1.0 million (4.1%)
in 1994, increased $2.1 million (8.4%) in 1995, and increased $.7 million (2.6%)
for the three months ended March 31, 1996. First Federal has not relied
extensively on borrowings during recent years. It had $500 thousand in
borrowings at December 31, 1994, and none at December 31, 1995, and March 31,
1996.
The Association's capital to assets ratio has shown steady growth. Equity
capital, as a percentage of assets, has increased from 4.2% at December 31,
1991, to 7.1% at March 31, 1996. This capital growth was a result of consistent
earnings combined with only minor growth in assets. First Federal's compound
growth rate in assets during the four years and three months ended March 31,
1996, was 1.38%.
First Federal's profitability, as measured by return on average assets, was
below but is currently above its peer group average of thrifts filing TFR's with
the OTS, consisting of OTS supervised thrifts with assets between $25 million
and $50 million. For the years ending December 31, 1992, 1993, 1994, and 1995,
First Federal ranked in the 18th, 24th, 65th, and 88th percentile, respectively,
in return on average assets, based on information derived from the TAFS thrift
database published by Sheshunoff Information Services Inc. (See Exhibit III,
page 2). In return on
2
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FERGUSON & CO., LLP SECTION I.
- ------------------- ----------
equity for the same periods, First Federal ranked in the 39th, 59th, 94th, and
97th percentile, respectively.
I. FINANCIAL CHARACTERISTICS
PAST & PROJECTED ECONOMIC CONDITIONS
Fluctuations in thrift earnings in recent years have occurred within the
time frames as a result of changing temporary trends in interest rates and other
economic factors. However, the year-to-year results have been upward while the
general trends in the thrift industry have been improving as interest rates
declined. Interest rates began a general upward movement during late 1993,
followed by a decline in interest margins and profitability. Rates began a
general decline in mid 1996 and then leveled off on the short end and increased
on the long end.
The thrift industry generally is better equipped to cope with changing
interest rates than it was in the past, and investors have recognized the
demonstrated ability of the thrift industry to maintain interest margins in
spite of rising interest rates. However, rate increases and the shortening of
the time elapsed between increases during 1994 placed pressure on portfolio
managers to shorten maturities, which negatively impacts the future earnings of
financial institutions.
3
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FERGUSON & CO., LLP SECTION I.
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FINANCIAL CONDITION OF INSTITUTION
BALANCE SHEET TRENDS
As Table I.1 shows, First Federal experienced a healthy increase in assets
during the period of one year and three months ending March 31, 1996. Assets
increased $2.7 million, or 10.0% during the period. Loans decreased $160
thousand, or 1.4%, cash and cash equivalents increased $834 thousand, or 59.9%,
and mortgage-backed securities increased $1.9 million, or 14.6%. Savings
deposits increased by $2.8 million, or 11.3%. Equity increased $434 thousand, or
26.0%.
ASSET/LIABILITY MANAGEMENT
Managing interest rate risk is a major component of the strategy used in
operating a thrift. Most of a thrift's interest earning assets are long-term,
while most of the interest bearing liabilities have short to intermediate terms
to contractual maturity. To compensate, asset/liability management techniques
include (1) making long term loans with interest rates that adjust to market
periodically, (2) investing in assets with shorter terms to maturity, (3)
lengthening the terms to maturities of savings deposits, and (4) seeking to
employ any combination of the aforementioned techniques artificially through the
use of synthetic hedge instruments. Table I.5 shows the gap analysis of First
Federal's interest earning assets and interest bewaring liabilities at March 31,
1996. It shows that, within one year of March 31, 1996, First Federal has a
positive gap to interest bearing liabilities of 8.0% and a positive gap to total
assets of 6.4%. First Federal has minor negative cumulative gaps at the end of
three years and five years. Table I.6 provides rate shock information at varying
levels of interest rate change. The Association has insignificant interest rate
risk, and should be able to maintain, within practical limits, its net interest
margin and the market value of its portfolio equity.
4
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FERGUSON & CO., LLP SECTION I.
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First Federal's basic approach to interest rate risk management has been to
emphasize adjustable mortgage loans and mortgage-backed securities, shorten
mortgage terms, and increase consumer and commercial non-real estate loans.
First Federal currently is not utilizing synthetic hedge instruments and has
used minor amounts of borrowings in recent years. First Federal's business plan
calls for a reduction in mortgage-backed securities and increase in loans, with
the most significant loan growth being in one year ARM's.
5
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Table I.1 - Selected Financial Condition Data
The following table sets forth certain historical information concerning the
financial position of the Association for the periods and at the dates
indicated.
<TABLE>
<CAPTION>
At
March 31 At December 31,
1996 1995 1994 1993 1992
-------------- ------------- ------------ ------------ -------------
(Amounts in 000's)
<S> <C> <C> <C> <C> <C>
Total assets $ 29,605 $ 28,858 $ 26,916 $ 27,215 $27,804
Cash and cash equivalents 2,226 1,363 1,392 1,361 1,870
Loans receivable, net
Real estate 9,344 9,315 9,807 8,460 8,903
Consumer 1,962 1,916 1,659 2,521 2,487
Mortgage-backed securities 15,195 15,391 13,257 13,943 13,546
FHLB stock 259 260 248 236 228
Deposits 27,283 26,583 24,523 25,525 26,228
Federal Home Loan Bank advances - - 500 - -
Retained earnings (1) 2,103 2,059 1,669 1,531 1,364
<CAPTION>
Compound
Growth
1991 Rate
------------- --------------
<S> <C> <C>
Total assets $ 27,935 1.38%
Cash and cash equivalents 1,715 6.32%
Loans receivable, net
Real estate 9,882 -1.33%
Consumer 2,892 -9.54%
Mortgage-backed securities 12,506 4.68%
FHLB stock 164 11.32%
Deposits 26,598 0.60%
Federal Home Loan Bank advances - NA
Retained earnings (1) 1,176 14.61%
</TABLE>
(1) Net of unrealized gains and losses on available-for-sale securities.
SOURCE: OFFERING CIRCULAR, UNAUDITED AND AUDITED FINANCIAL STATEMENTS
6
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TABLE I.2 - SUMMARY OF OPERATIONS
The following table summarizes the Association's results of operations for each
of the periods indicated.
<TABLE>
<CAPTION>
Three months
ended March 31, Years Ended December 31,
----------------------------- -----------------------------------
1996 1995 1995 1994
------------- ----------- --------------- ---------------
SELECTED OPERATING DATA: (Amounts in 000's)
<S> <C> <C> <C> <C>
Interest income $ 524 $ 459 $ 2,004 $ 1,757
Interest expense 297 229 1,078 804
-------------- ------------ ---------------- ----------------
Net interest income 227 230 926 953
Provision (recovery) for loan losses (9) (8) (21) 2
-------------- ------------ ---------------- ----------------
Net interest income after provision
(recovery) for loan losses 236 238 947 951
-------------- ------------ ---------------- ----------------
Non-interest income:
Service charges on deposits 42 43 192 147
Insurance commissions earned 1 1 6 10
Loan origination and servicing fees 6 7 21 29
Loss from real estate operations - - (1) (10)
Gain (loss) on foreclosed real estate - 1 6 (2)
Other operating revenues 4 1 17 7
-------------- ------------ ---------------- ----------------
Total non-interest income 53 53 241 181
-------------- ------------ ---------------- ----------------
Non-interest expense:
Compensation and employee benefits 97 84 369 357
Occupancy and equipment expenses 15 11 53 53
SAIF deposit insurance premiums 15 14 58 62
Stationery and printing 14 10 39 38
Data processing 15 16 60 60
Other expenses 55 52 168 183
-------------- ------------ ---------------- ----------------
Total non-interest expense 211 187 747 753
-------------- ------------ ---------------- ----------------
Income before income taxes 78 104 441 379
Income tax expense 28 37 151 137
-------------- ------------ ---------------- ----------------
Net income $ 50 $ 67 $ 290 $ 242
=============== ============ ================ ================
<CAPTION>
-----------------------------------------------
1993 1992 1991
------------- --------------- -------------
SELECTED OPERATING DATA:
<S> <C> <C> <C>
Interest income $ 1,770 $ 2,026 $ 2,254
Interest expense 926 1,246 1,613
------------- --------------- -------------
Net interest income 844 780 641
Provision (recovery) for loan losses 45 25 71
------------- --------------- -------------
Net interest income after provision
(recovery) for loan losses 799 755 570
------------- --------------- -------------
Non-interest income:
Service charges on deposits 137 138 145
Insurance commissions earned 12 15 18
Loan origination and servicing fees 20 16 10
Loss from real estate operations (25) (14) (11)
Gain (loss) on foreclosed real estate 26 1 1
Other operating revenues 16 8 26
------------- --------------- -------------
Total non-interest income 186 164 189
------------- --------------- -------------
Non-interest expense:
Compensation and employee benefits 341 307 279
Occupancy and equipment expenses 65 50 55
SAIF deposit insurance premiums 67 59 50
Stationery and printing 43 39 36
Data processing 65 63 55
Other expenses 158 140 152
------------- --------------- -------------
Total non-interest expense 739 658 627
------------- --------------- -------------
Income before income taxes 246 261 132
Income tax expense 79 74 45
------------- --------------- -------------
Net income $ 167 $ 187 $ 87
============= =============== =============
</TABLE>
SOURCE: AUDITED AND UNAUDITED FINANCIAL STATEMENTS
7
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TABLE I.3 - SELECTED OPERATING RATIOS
<TABLE>
<CAPTION>
At or for the At or for the
Three Months Ended Year Ended
March 31, December 31,
---------------------- -----------------------
1996 1995 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
PERFORMANCE RATIOS:
Return on assets (net income
divided by average total assets) .68 .96 1.00 .91
Return on average retained earnings
(net income divided by average
retained earnings) 9.32 15.72 13.98 14.17
Interest rate spread (combined
weighted average interest rate
earned less combined weighted
average interest rate cost) 2.93 3.21 3.07 3.51
Net interest margin (net interest income
as a percentage of average interest
earning assets) 3.20 3.40 3.31 3.68
Ratio of average interest-earning
assets to average interest-bearing
liabilities 106.38 105.32 106.39 105.51
Ratio of noninterest income to
average assets .72 .76 .83 .68
Ratio of noninterest expense to
average total assets 2.88 2.68 2.58 2.81
ASSET QUALITY RATIOS:
Nonperforming assets to total assets
at end of period .39 .37 .69 .40
Nonperforming loans to total loans
at end of period .67 .59 1.44 .54
Allowance for loan losses to total
loans at end of period 2.74 2.88 2.83 2.86
Allowance for loan losses to
nonperforming loans at end of period 412.00 491.18 196.9 529.04
Net charge-offs to average loans
outstanding .01 .13 .09 -.07
CAPITAL RATIOS:
Retained earnings to total assets at
end of period 7.11 6.45 7.14 6.20
Average retained earnings to average
assets 7.39 6.22 7.34 6.57
SOURCE: OFFERING CIRCULAR
</TABLE>
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TABLE I.4 - LOAN MATURITY SCHEDULE
December 31, 1995
<TABLE>
<CAPTION>
One Three Five Ten Twenty
Within Through Through Through Through Years
One Year Three Years Five Years Ten Years Twenty Years Or More Total
-------- ----------- ---------- --------- ------------ ------- -------
(Amounts in 000's)
<S> <C> <C> <C> <C> <C> <C> <C>
First mortgage loans -
One to four family residential $ 223 $ 321 $ 427 $ 2,546 $ 3,340 $ 1,061 $ 7,918
Other properties 132 137 225 511 494 43 1,542
Construction 175 - - 35 50 - 260
Consumer and other loans 1,180 380 603 - - - 2,163
--------- -------- ---------- --------- ---------- ---------- ----------
Total loans $ 1,710 $ 838 $ 1,255 $ 3,092 $ 3,884 $ 1,104 $ 11,883
========= ======== ========== ========= ========== ========== ==========
</TABLE>
The following table sets forth the dollar amount of all loans at December 31,
1995, that have predetermined interest rates and have floating or adjustable
interest rates and which are due after December 31, 1996.
<TABLE>
<CAPTION>
FLOATING OR
FIXED ADJUSTABLE
RATES RATES TOTAL
------------ -------------- -----------
<S> <C> <C> <C>
First mortgage loans -
One to four family residential $ 1,307 $ 6,389 $ 7,696
Other properties 594 816 1,410
Construction 85 - 85
Consumer and other loans 982 - 982
------------ --------------- ------------
Total loans $ 2,968 $ 7,205 $ 10,173
============ =============== ============
Source: Offering circular
</TABLE>
9
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FERGUSON & CO., LLP SECTION I.
- -------------------- ----------
TABLE 1.5 - GAP ANALYSIS
The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at March 31, 1996, which are expected
to mature or reprice in each of the time periods shown.
<TABLE>
<CAPTION>
One Three
One Through Through Over
Year Three Five Five
or Less Years Years Years Total
---------- --------- --------- ------------ ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Interest-earning assets:
Single-family mortgage loans-adj 5,866 - - - 5,866
Single-family mortgage loans-fixed 127 149 247 989 1,512
Other properties-adj 787 - - - 787
Other properties-fixed 105 109 191 456 861
Construction 233 - - 85 318
Consumer and other 1,962 - - - 1,962
MBS-adj 14,605 - - - 14,605
MBS-fixed 192 5 293 490
Interest bearing deposits 1,789 - - - 1,789
FHLB stock - - - 259 259
---------- --------- --------- ------------ ---------
Total 25,474 450 443 2,082 28,449
---------- --------- --------- ------------ ---------
Interest-bearing liabilities:
Deposits 23,585 3,017 135 127 26,864
---------- --------- --------- ------------ ---------
Interest sensitivity gap 1,889 -2,567 308 1,955 1,585
========== ========= ========= ============ =========
Cumulative interest sensitivity gap 1,889 -678 -370 1,585 1,585
========== ========= ========= ============ =========
Ratio of interest-earning assets
to interest-bearing liabilities 108.0% 14.9% 328.1% NM 105.9%
========== ========= ========= ============ =========
Cumulative ratio of interest-earning
assets to interest-bearing liabilities 108.0% 97.5% 98.6% 105.9% 105.9%
========== ========= ========= ============ =========
Ratio of cumulative gap to assets 6.4% -2.3% -1.2% 5.4% 5.4%
========== ========= ========= ============ =========
</TABLE>
Source: Offering circular
10
<PAGE>
FERGUSON & CO., LLP Section I.
- ------------------- ----------
TABLE I.6 - NET PORTFOLIO VALUE
<TABLE>
<CAPTION>
Change in
Interest Rates March 31, 1996
-------------------------------------
in Basis Points Net Portfolio Value
-------------------------------------
(Rate Shock) Amount Change
------------------- ------------ --------------
<S> <C> <C>
400 2,186 -18%
300 2,412 -9%
200 2,567 -3%
100 2,649 -%
Static 2,661
(100) 2,642 -1%
(200) 2,650 -%
(300) 2,741 3%
(400) 2,915 10%
</TABLE>
SOURCE: OTS RISK MANAGEMENT DIVISION
INCOME AND EXPENSE TRENDS
First Federal was profitable for the two fiscal years and three months
ending March 31, 1996. Fluctuations in income over the period have resulted
principally from (1) changes in net interest income as general levels of
interest rates have changed and First Federal's rates charged on loans and rates
paid on deposits have fluctuated in relation to First Federal's asset/liability
plan (see Table I.2); (2) changes in non-interest income and non-interest
expense; and (3) reductions in loan loss provisions as the general economy in
the area has improved.
Noninterest income levels have improved as losses from real estate
operations have declined the service charges on deposit accounts have increased.
The principal increase in non-interest expenses has been in compensation and
related benefits.
11
<PAGE>
FERGUSON & CO., LLP SECTION I.
- ------------------- ---------
REGULATORY CAPITAL REQUIREMENTS
As Table I.7 demonstrates, First Federal meets all regulatory capital
requirements, and meets the regulatory definition of a "Well Capitalized"
institution. Moreover, the additional capital raised in the stock conversion
will add to the existing capital cushion.
TABLE I.7 - REGULATORY CAPITAL COMPLIANCE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Amount ($000's) Percent
-------------------------------------------------------------------------
<S> <C> <C>
GAAP Capital $2,103 7.1%
Tangible Capital:
Capital level 2,114 7.1%
Requirement 444 1.5%
----- -----
Excess 1,670 5.6%
Core Capital:
Capital level 2,114 7.1%
Requirement 888 3.0%
------ -----
Excess 1,226 4.1%
Risk Based Capital:
Capital level 2,252 20.7%
Requirement 872 8.0%
------ ----
Excess 1,380 12.7%
-------------------------------------------------------------------------
SOURCE: FIRST FEDERAL TFR, F&C CALCULATIONS.
-------------------------------------------------------------------------
</TABLE>
LENDING
Table I.8 provides an analysis of the Association's loan portfolio by type
of loan and security. This analysis shows that, from December 31, 1994, through
March 31, 1996, First Federal's loan composition has been dominated by 1-4
family dwelling loans, but the loan mix is currently emphasizing other loans.
Table I.9 provides information with respect to loan originations and
repayments. It shows a decline in most categories of loan origination.
Table I.10 provides rates, yields, and average balances for the two years
ended December 31, 1994, and the three month periods ended March 31, 1995, and
1996. It also shows yields and costs and breaks down assets and liabilities at
March 31, 1996. Interest rates earned on interest-
12
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FERGUSON & CO., LLP SECTION I.
- ------------------- ----------
earning assets increased from 6.78% in 1994 to 7.16% in 1995. Interest rates
earned on interest-bearing assets for the March 31 three month periods increased
from 6.77% in 1995 to 7.39% in 1996. Interest rates paid on interest-bearing
liabilities increased from 3.27% in 1994 to 4.10% in 1995. For the three month
periods ended March 31, interest rates paid on interest bearing liabilities
increased from 3.56% in 1995 to 4.46% in 1996. First Federal's spread decreased
from 3.51% in 1994 to 3.06% in 1995. For the three month periods ended March 31,
it decreased from 3.21% in 1995 to 2.93% in 1996.
Table I.11 provides a rate volume analysis, measuring differences in
interest earning assets and interest costing liabilities and the interest rates
thereon during the years ended December 31, 1994 and 1995, and the three month
periods ended March 31, 1995, and 1996.
13
<PAGE>
FERGUSON & CO., LLP SECTION I.
- ------------------- ----------
TABLE I.8 - ANALYSIS OF LOAN PORTFOLIO
<TABLE>
<CAPTION>
At March 31, At December 31,
------------------------------------------------------
1996 1995 1994
----------------------- ------------------------- ---------------------------
Amount % Amount % Amount %
---------- ---------- ------------ ---------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
(Dollars in thousands)
Type of Loan:
- ----------------------------
Real estate loans:
Single-family residential $ 7,767 68.70 $ 7,918 70.50 $ 8,710 75.96
Other 1,648 14.58 1,542 13.73 1,297 11.31
Construction 318 2.81 260 2.32 162 1.41
Other:
Automobiles 445 3.94 496 4.42 460 4.01
Mobile home 11 .10 12 .11 21 .18
Share loans 834 7.38 800 7.12 765 6.67
Lines of credit 415 3.67 440 3.92 165 1.44
Other 505 4.47 415 3.70 345 3.01
---------- ---------- ------------ ---------- ------------ ------------
11,943 105.63 11,883 105.82 11,925 104.00
---------- ------------ ------------
Less:
Loans in process 328 -2.90 -335 -2.98 -130 -1.13
Unearned discounts - - - - -1 -.01
Allowance for loan losses 309 -2.73 -317 -2.82 -328 -2.86
---------- ---------- ------------ ---------- ------------- ------------
Total $11,306 100.00 $11,231 100.00 $11,466 100.00
========== ========== ============ ========== ============= ============
</TABLE>
SOURCE: OFFERING CIRCULAR
14
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FERGUSON & CO., LLP SECTION I.
- ------------------- ----------
TABLE I.9 - LOAN ACTIVITY
The following table sets forth certain information with respect to the
Association's loan activity for the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 31, December 31,
-------------------------------------------- -----------------------------
1996 1995 1995 1994
--------------- ----------------- ----------------- ----------------
(In Thousands)
<S> <C> <C> <C> <C>
Begining loans receivable $ 11,883 $ 11,925 $ 11,925 $ 11,431
--------------- ----------------- ----------------- ----------------
Loans originated:
Real estate loans:
Single-family residential 150 173 482 1,006
Construction 94 138 243 493
Nonresidential 137 111 257 160
Automobile 58 37 359 554
Mobile homes - - 38 11
Other 271 306 773 540
Refinancing 17 200 765 933
-------------- --------------- --------------- ---------------
Total loans originated 727 965 2,917 3,697
-------------- --------------- --------------- ---------------
Transfer of mortgage loans
to foreclosed real estate - - - 91
-------------- --------------- --------------- ---------------
- - - 91
-------------- --------------- --------------- ---------------
Repayments 667 743 2,959 3,112
-------------- --------------- --------------- ---------------
Net loan activity 60 223 -42 495
-------------- --------------- --------------- ---------------
Ending loans receivable $ 11,943 $ 12,149 $ 11,883 $ 11,925
============== =============== =============== ===============
</TABLE>
SOURCE: OFFERING CIRCULAR
15
<PAGE>
FERGUSON & CO., LLP SECTION I.
- ------------------- ----------
TABLE I.10 - AVERAGE BALANCE SHEETS
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
---------------------------------------------------------------------
AT MARCH 31, 1996 1996
------------------------------------------------------------------------------------------
AVERAGE AVERAGE
ACTUAL YIELD / AVERAGE YIELD/ AVERAGE YIELD/
BALANCE COST BALANCE INTEREST COST BALANCE INTEREST COST
-------- ---------- --------- ---------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets: (Amounts in 000's)
Mortgage loans $ 9,344 9.12% $ 9,189 $ 213 9.27% $ 9,734 $ 216 8.88%
Consumer and other loans 1,962 9.58% 1,929 47 9.75% 1,827 42 9.20%
Mortgage-backed securities 15,195 6.40% 15,237 243 6.38% 13,385 180 5.38%
FHLB stock 259 6.18% 256 4 6.25% 248 4 6.45%
Interest bearing deposits 1,789 3.80% 1,755 17 3.87% 1,922 17 3.54%
-------- ---------- --------- ---------- --------- --------- ---------- ---------
Total interest-earning
assets 28,549 7.34% 28,366 524 7.39% 27,116 459 6.77%
Non-interest earning assets 1,056 0.00% 1,025 - 0.00% 878 - 0.00%
-------- ---------- --------- ---------- --------- --------- ---------- ---------
Total assets $29,605 7.08% $29,391 $ 524 7.13% $27,994 $ 459 6.56%
======== ========== ========= ========== ========= ========= ========== =========
Interest-bearing liabilities:
Passbook accounts $ 3,092 2.20% $ 3,098 $ 17 2.19% $ 3,417 $ 18 2.11%
Money market 939 1.70% 910 4 1.76% 1,408 7 1.99%
NOW accounts 3,208 2.12% 3,099 17 2.19% 2,709 15 2.21%
Certificate accounts 19,625 5.28% 19,558 259 5.30% 18,126 186 4.10%
FHLB advances - 0.00% - - 0.00% 53 3 5.66%
-------- ---------- --------- ---------- --------- --------- ---------- ---------
Total interest-bearing
liabilities 26,864 4.42% 26,665 297 4.46% 25,748 229 3.56%
Non-interest bearing
liabilities 638 0.00% 579 - 0.00% 509 - 0.00%
-------- ---------- --------- ---------- --------- --------- ---------- ---------
Total liabilities 27,502 4.32% 27,244 297 4.36% 26,222 229 3.49%
Retained earnings 2,114 0.00% 2,171 - 0.00% 1,805 - 0.00%
Net unrealized losses (11) 0.00% (24) - 0.00% (33) - 0.00%
-------- ---------- --------- ---------- --------- --------- ---------- ---------
Total liabilities and
retained earnings $29,605 4.01% $29,391 $ 297 4.04% $27,994 $ 229 3.27%
======== ========== ========= ========== ========= ========= ========== =========
Net interest income $ 227 $ 230
========== ==========
Net interest rate spread 2.93% 3.21%
========== ==========
Net interest margin 3.20% 3.40%
========== ==========
Ratio of average
interest-earning assets to
average interest-bearing liabilities 106.38% 105.32%
========= ==========
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------------------
1995 1994
----------------------------------- ----------------------------------
AVERAGE AVERAGE
AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST COST BALANCE INTEREST COST
-------- ---------- ---------- ------------ ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Mortgage loans $ 9,290 $ 864 9.30% $ 9,768 $ 870 8.91%
Consumer and other loans 1,911 182 9.52% 1,653 168 10.16%
Mortgage-backed securities 15,258 859 5.63% 13,364 680 5.09%
FHLB stock 256 16 6.25% 244 11 4.51%
Interest bearing deposits 1,282 83 6.47% 874 28 3.20%
--------- ----------- ---------- ------------ ---------- -------
Total interest-earning 27,997 2,004 7.16% 25,903 1,757 6.78%
assets
Non-interest earning assets 1,016 - 0.00% 896 - 0.00%
--------- ----------- ---------- ------------ ---------- -------
Total assets $29,013 $ 2,004 6.91% $26,799 $1,757 6.56%
========= =========== ========== ============ ========== =======
Interest-bearing liabilities:
Passbook accounts $ 2,952 $ 68 2.30% $ 3,460 73 2.11%
Money market 1,029 21 2.04% 938 27 2.88%
NOW accounts 3,044 70 2.30% 3,180 70 2.20%
Certificate accounts 19,178 916 4.78% 16,473 618 3.75%
FHLB advances 62 3 4.84% 316 16 5.06
----------- ----------- ----------- ------------ ---------- --------
Total interest-bearing
liabilities 26,316 1,078 4.10% 24,551 804 3.27%
Non-interest bearing liabilities 673 - 0.00% 724 - 0.00%
--------- ----------- ----------- ------------ ---------- --------
Total liabilities 26,938 1,078 4.00% 25,091 804 3.20%
Retained earnings 2,129 - 0.00% 1,760 - 0.00%
Net unrealized losses (54) - 0.00% (52) - 0.00%
--------- ----------- ----------- ------------ ---------- --------
Total liabilities and
retained earnings $29,013 $ 1,078 3.72 $26,799 $ 804 3.00%
========= =========== =========== ============ ========== ========
Net interest income $ 926 $ 953
============ ==========
Net interest rate spread 3.06% 3.51%
============ ==========
Net interest margin 3.31% 3.68%
============ ==========
Ratio of average
interest-earning assets to
average interest-bearing liabilities 106.39% 105.51%
============ ==========
</TABLE>
SOURCE: OFFERING CIRCULAR
16
<PAGE>
FERGUSON & CO., LLP SECTION I.
- ------------------- ----------
TABLE I.11 - RATE/VOLUME ANALYSIS
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, YEARS ENDED DECEMBER 31,
-------------------------------------------------- --------------------------------------
1996 VS. 1995 1995 VS. 1994
-------------------------------------------------- --------------------------------------
INCREASE/(DECREASE) DUE TO TOTAL INCREASE/(DECREASE) DUE TO TOTAL
----------------------------------- ---------------------------------
RATE/ INCREASE RATE/ INCREASE
VOLUME RATE VOLUME (DECREASE) VOLUME RATE VOLUME (DECREASE)
---------- --------- -------- ------------------------- ---------- ---------- ---------------
(Amounts in 000's)
<S> <C> <C> <C> <C> <C> <C> <C>
INTEREST INCOME:
Mortgage loans $ (12) $ 10 $ (1) $ (3) $ (43) $ 38 $ (1) $ (6)
Consumer and other loans 2 3 - 5 26 (10) (2) 14
Mortgage-backed securities 25 33 5 63 96 72 11 179
FHLB stock - - - - 1 4 - 5
Interest bearing deposits (1) 1 - - 13 29 13 55
---------- --------- -------- -------- ---------- ---------- ---------- ----------
Total interest-earning
assets 14 47 4 65 93 133 21 247
---------- --------- -------- -------- ---------- ---------- ---------- ----------
INTEREST EXPENSE
Passbook accounts (2) 1 - (1) (11) 7 (1) (5)
Money market (2) (1) - (3) 3 (8) (1) (6)
NOW accounts 2 - - 2 (3) 3 - -
Certificate accounts 15 54 4 73 101 169 28 298
Federal Home Loan Bank
advances (3) - - (3) (13) (1) 1 (13)
---------- --------- -------- -------- ---------- ---------- ---------- ---------
Total interest-bearing
liabilities 10 54 4 68 77 170 27 274
---------- --------- -------- -------- ---------- ---------- ----------- ---------
Net change in interest
income $ 4 $ (7) $ - $ (3) $ 16 $ (37) $ (6) $ (27)
========== ========= ======== ======== ========== ========== =========== =========
</TABLE>
SOURCE: OFFERING CIRCULAR
17
<PAGE>
FERGUSON & CO., LLP SECTION I.
- ------------------- ----------
NON-PERFORMING ASSETS
As shown in Table I.12, First Federal's total nonperforming loans as of
March 31, 1996, were only $75 thousand and represented .63% of the portfolio.
Most of the nonperforming loans as of that date were secured by 1-4 family
residences. The Association also had $39 thousand in repossessed assets, which
is commercial property.
CLASSIFIED ASSETS
First Federal had $337 thousand in classified assets at March 31, 1996. The
classified assets consisted of $105 thousand in special mention, $182 thousand
in substandard, and $50 thousand in loss. The Association had a loan loss
allowance of $309 thousand and a real estate loss allowance of $26 thousand, for
loss allowances totaling 99.4% of classified assets, March 31, 1996.
LOAN LOSS ALLOWANCE
Table I.13 provides an analysis of the allocation of First Federal's loan
loss allowance.
Table I.14 shows the allocation of the loan loss allowance among
the various loan categories as of December 31, 1994, and 1995, and March 31,
1996.
18
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FERGUSON & CO., LLP SECTION I.
- ------------------- ----------
TABLE I.12 - NON-PERFORMING ASSETS
<TABLE>
<CAPTION>
At
March 31, At December 31,
---------------------------
1996 1995 1994
----------- ------------ ------------
(Dollars in Thousands)
<S> <C> <C> <C>
Loans accounted for on a nonaccrual basis:
Real estate:
Residential $ 57 $ 144 $ 62
Commercial - - -
Other 13 11 -
----------- ------------ ------------
Total 70 155 62
----------- ------------ ------------
Accruing loans which are contractually
past due 90 days or more:
Real estate:
Residential - - -
Commercial - - -
Other 5 6 -
----------- ------------ ------------
Total 5 6 -
----------- ------------ ------------
Total nonperforming loans 75 161 62
----------- ------------ ------------
Foreclosed real estate 39 39 45
----------- ------------ ------------
Total nonperforming assets $ 114 $ 200 $ 107
=========== ============ ============
Total loans delinquent 90 days or more to - -
net loans receivable .63% 1.35% .52%
=========== ============ ============
Total non-performing loans and REO to
total assets .39% .69% .40%
=========== ============ ============
</TABLE>
SOURCE: OFFERING CIRCULAR
19
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FERGUSON & CO., LLP SECTION I.
- ------------------- ----------
TABLE I.13 - ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
The following table sets forth an analysis of the Association's allowance for
possible loan losses for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 31, December 31,
-------------------- --------------------
1996 1995 1995 1994
-------- --------- --------- ---------
<S> <C> <C> <C> <C>
Balance at beginning of period $ 317 $ 328 $ 328 $ 333
Loans charged off:
Real estate mortgage - - - -
Consumer and other - 1 7 14
-------- --------- --------- ---------
Total charge-offs - 1 7 14
-------- --------- --------- ---------
Recoveries:
Real estate mortgage - - - -
Consumer and other 1 15 17 7
-------- --------- --------- ---------
Total recoveries 1 15 17 7
-------- --------- --------- ---------
Net loans charged off 1 14 10 -7
-------- --------- --------- ---------
Provision for loan losses -9 -8 -21 2
-------- --------- --------- ---------
Balance at end of period $ 309 $ 334 $ 317 $ 328
======== ========= ========= =========
Allowance for loan losses as a percent
of net loans at the end of the period 2.74% 2.88% 2.83% 2.86%
========= ========== ========== ==========
Ratio of net charge-offs to average loans
outstanding during the period .01% .13% .09% -.07%
========= ========== ========== ==========
</TABLE>
SOURCE: OFFERING CIRCULAR
20
<PAGE>
FERGUSON & CO., LLP Section I.
- ------------------- ---------
TABLE I.14 - ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
The following table allocates the allowance for loan losses by loan category at
the dates indicated. The allocation of the allowance to each category is not
necessarily indicative of future losses and does not restrict the use of the
allowance to absorb losses in any category.
<TABLE>
<CAPTION>
At December 31,
----------------------------------------------
At March 31, 1996 1995 1994
------------------------ ----------------------- ----------------------
Percent of Percent of Percent of
Loans in Each Loans in Each Loans in Each
Category to Category to Category to
Amount Total Loans Amount Total Loans Amount Total Loans
-------- -------------- -------- ------------- -------- -------------
($000's)
<S> <C> <C> <C> <C> <C> <C>
Real estate mortgage:
Residential $ 219 65.0 $ 230 66.6 $ 242 73.0
Other 40 13.8 37 13.0 36 10.9
Construction - 2.7 - 2.2 - 1.4
Consumer and other 50 18.5 50 18.2 50 14.7
-------- -------------- -------- ------------- -------- -------------
Total allowance
for loan losses $ 309 100.0 $ 317 100.0 $ 328 100.0
======== ============== ======== ============= ======== =============
</TABLE>
SOURCE: OFFERING CIRCULAR
MORTGAGE-BACKED SECURITIES AND INVESTMENTS
Table I.15 provides a breakdown of mortgage-backed securities and
investments with maturity and yield information. Table I.16 provides breakdowns
for investments and mortgage-backed securities at December 31, 1994, and 1995,
and March 31, 1996.
21
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FERGUSON & CO., LLP SECTION I.
- ------------------- ---------
TABLE I.15 -MBS AND INVESTMENT MATURITIES AND YIELDS
The following table sets forth the scheduled maturities, carrying values and
average yields for the Association's investment securities at March 31, 1996.
<TABLE>
<CAPTION>
AT MARCH 31, 1996
------------------------ ------------------------------------------------------------------------
ONE YEAR OR LESS ONE TO FIVE YEARS FIVE TO TEN YEARS MORE THAN TEN YEARS
------------------------ ----------------------- ---------------------- ----------------------
CARRYING AVERAGE CARRYING AVERAGE CARRYING AVERAGE CARRYING AVERAGE
VALUE YIELD VALUE YIELD VALUE YIELD VALUE YIELD
------------ ---------- ---------- ---------- ----------- --------- ---------- ---------
(Amounts in 000's)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments held to
maturity:
GNMA certificates $ - 0.00% $ 9 6.10% $ 10 8.00% $ 383 6.70%
FHLMC certificates - 0.00% - 0.00% 19 7.25% 4,353 6.36%
FNMA certificates - 0.00% - 0.00% - 0.00% 7,536 6.50%
CMOs - 0.00% - 0.00% - 0.00% 87 7.25%
FHLB stock - 0.00% - 0.00% - 0.00% 259 5.86%
------------ ---------- ---------- ---------- ----------- --------- ---------- ---------
Total $ - 0.00% $ 9 6.10% $ 29 7.71% $ 12,618 6.40%
============ ======== ========== ========== =========== ========= ========== =========
Investments available for
sale:
GNMA certificates $ - 0.00% $ - 0.00% $ - 0.00% $ 585 6.94%
FHLMC certificates - 0.00% - 0.00% 11 7.38% 771 7.24%
FNMA certificates - 0.00% 188 4.88% - 0.00% 1,243 7.12%
CMOs - 0.00% - 0.00% - 0.00% - 0.00%
------------ ---------- ---------- ---------- ----------- --------- ---------- ---------
Total $ - 0.00% $ 188 4.88% $ 11 7.41% $ 2,599 7.04%
============ ======== ========== ========== =========== ========= ========== =========
SOURCE: OFFERING CIRCULAR
<CAPTION>
AT MARCH 31, 1996
----------------------------------
TOTAL INVESTMENT PORTFOLIO
----------------------------------
CARRYING MARKET AVERAGE
VALUE VALUE YIELD
----------- ----------- ----------
<S> <C> <C> <C>
Investments held to
maturity:
GNMA certificates $ 402 $ 401 6.72%
FHLMC certificates 4,372 4,379 6.36%
FNMA certificates 7,536 7,434 6.50%
CMOs 87 80 7.25%
FHLB stock 259 259 5.86%
----------- ----------- ----------
Total $12,656 $12,553 6.23%
=========== =========== ==========
Investments available for
sale:
GNMA certificates $ 585 $ 585 6.94%
FHLMC certificates 782 782 7.24%
FNMA certificates 1,431 1,431 6.80%
CMOs - - 0.00%
----------- ----------- ----------
Total $ 2,798 $ 2,798 6.95%
=========== =========== ==========
</TABLE>
SOURCE: OFFERING CIRCULAR
22
<PAGE>
FERGUSON & CO., LLP SECTION I.
- ------------------- ----------
TABLE I.16 - MORTGAGE-BACKED SECURITIES AND INVESTMENTS
The following table sets forth the carrying value of the Association's
investment security portfolio at the dates indicated:
<TABLE>
<CAPTION>
At
March 31, At December 31,
------------------------------
1996 1995 1994
--------------- --------------- -------------
(Dollars in Thousands)
<S> <C> <C> <C>
Securities available for sale:
Mortgage-backed securities 2,797 2,958 2,874
Securities held to maturity:
Mortgage-backed securities 12,398 12,433 10,383
--------------- --------------- -------------
Total mortgage-backed securities 15,195 15,391 13,257
=============== =============== ============
Cash equivalents 2,226 1,363 1,392
FHLB stock 259 260 248
</TABLE>
SOURCE: OFFERING CIRCULAR
SAVINGS DEPOSITS
At March 31, 1996, First Federal's deposit portfolio was composed as
follows: Passbook accounts--$3.092 million or 11.33%; Transaction accounts--
$4.566 million or 16.74%; and certificate accounts--$19.625 million or 71.93%
(see Table I.17). Table I.18 shows the totals of time deposits in rate ranges at
December 31, 1994, and 1995, and March 31, 1996, and the maturities by year with
rate ranges at March 31, 1996. At March 31, 1996, 83.29% of First Federal's
certificates matured within one year and 96.80% matured within two years.
Table I.19 shows that the weighted average interest rates paid on savings
have fluctuated as follows: Year ended 1994--3.28%; year ended 1995--4.10%;
three months ended March 31, 1995--
23
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FERGUSON & CO., LLP SECTION I.
- ------------------- ----------
3.52%; and three months ended March 31, 1996--4.46%. The change in rates paid
tracks the trend in fluctuations in the average rate collected on interest-
earning assets, which was 6.78% in 1994; 7.16% in 1995; 6.77% for the three
months ended March 31, 1995; and 7.39% for the three months ended March 31,
1996. The interest rate margin on average interest earning assets has declined
over the period . It was 3.68% in 1994; 3.31% in 1995; 3.40% for the three
months ended March 31, 1995; and 3.20% for the three months ended March 31,
1996.
First Federal is not overly dependent on jumbo certificates of deposit. At
March 31, 1996, the Association had $3.692 million in certificates that were
issued for $100 thousand or more, or 13.5% of its total deposits (see Table
I.20).
Table I.21 presents information on deposit flows for the years ending
December 31, 1994 and 1995, and for the three month periods ending March 31,
1995, and 1996.
BORROWINGS
First Federal's borrowings have been insignificant in recent years.
SUBSIDIARIES
First Federal has no subsidiaries.
LEGAL PROCEEDINGS
From time to time, First Federal becomes involved in legal proceedings
principally related to the enforcement of its security interest in real estate
loans. In the opinion of Management of the Association, no legal proceedings
are in process or pending that would have a material effect on First Federal's
financial position, results of operations, or liquidity.
24
<PAGE>
FERGUSON & CO., LLP SECTION I.
- ------------------- ----------
EARNINGS CAPACITY OF THE INSTITUTION
As in any interest sensitive industry, the future earnings capacity of
First Federal will be affected by the interest rate environment. Historically,
the thrift industry has performed at less profitable levels in periods of rising
interest rates. This performance is due principally to the general composition
of the assets and the limited repricing opportunities afforded even the
adjustable rate loans. The converse earnings situation (falling rates) does not
afford the same degree of profitability potential for thrifts due to the
tendency of borrowers to refinance both high rate fixed rate loans and
adjustable loans as rates decline.
First Federal is no exception to the aforementioned phenomenon. With its
current asset and liability structure, however, the effect of rising interest
rates will generally be temporary.
The addition of capital through the conversion will allow First Federal to
grow. As growth is attained, the leverage of that new capital should, from a
ratio of expenses to total assets standpoint, reduce the operating expense
ratio. However, growth and additional leverage will likely be moderate and well
controlled to maintain the current low risk levels inherent in the Association's
asset base.
ASSET-SIZE-EFFICIENCY OF ASSET UTILIZATION
At its current size and in its current asset configuration, First Federal
is a moderately efficient operation. With total assets of approximately $29.6
million, First Federal has 14 full time equivalent employees.
25
<PAGE>
FERGUSON & CO., LLP SECTION I.
- ------------------- ----------
INTANGIBLE VALUES
First Federal's greatest intangible value lies in its loyal deposit base.
First Federal has a 34 year history of sound operations, controlled growth, and
consistent earnings. The Association currently has 22.87% of the deposit market
in its area, and it has the ability to increase market share.
First Federal has no significant intangible values that could be attributed
to unrecognized asset gains on investments and real estate.
EFFECT OF GOVERNMENT REGULATIONS
Although still considered a traditional thrift, First Federal has
emphasized more passive investments during the recent years. With its efforts to
increase loans as a percentage of deposits, the Association's loan mix is
expected to continue to change. Government regulations will have the greatest
impact in the area of cost of compliance and reporting. The conversion will
create an additional layer of regulations and reporting and thereby increase the
cost to the Association. Moreover, no future plans currently exist to make
acquisitions or purchase branches or complicate operations with matters that
would add to reporting and regulatory compliance.
OFFICE FACILITIES
First Federal's office is a well maintained facility that was built by the
Association in 1975 (see Table I.22). It has one drive up lane. It is adequate
for the convenience and needs of the Association's customer base and it provides
room for expansion.
26
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FERGUSON & CO., LLP SECTION I.
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TABLE I.17 - SAVINGS PORTFOLIO
Savings deposits in the Association at March 31, 1996, were represented by
the various types of savings programs described below.
<TABLE>
<CAPTION>
Interest Minimum Minimum Balances Percentage
Rate Term Category Amount ($000's) Total
Savings
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
.00% None Demand 419 1.54
2.20% None Passbook accounts 3,092 11.33
1.70% None Money market 939 3.44
2.12% None NOW accounts 3,208 11.76
------------ ----------
7,658 28.07
============ ==========
CERTIFICATES
------------
5.04% 3 month Fixed Term and Rate $2,500.00 10,259 37.60
5.29% 6 month Fixed Term and Rate $2,500.00 6,087 22.31
5.51% 12 month Fixed Term and Rate $1,000.00 2,111 7.74
5.53% 18 month Fixed Term and Rate $1,000.00 541 1.98
5.72% 24 month Fixed Term and Rate $1,000.00 171 .63
5.07% 30 month Fixed Term and Rate $1,000.00 194 .71
6.00% 36 month Fixed Term and Rate $1,000.00 24 .09
6.38% 48 month Fixed Term and Rate $1,000.00 67 .25
6.00% 54 month Fixed Term and Rate $1,000.00 44 .16
6.00% 60 month Fixed Term and Rate $1,000.00 127 .47
------------ ----------
19,625 71.93
------------ ----------
Total 27,283 100.00
============ ==========
</TABLE>
SOURCE: OFFERING CIRCULAR
27
<PAGE>
FERGUSON & CO., LLP SECTION I.
- ------------------- ----------
TABLE I.18 - TIME DEPOSIT RATES AND MATURITIES
TIME DEPOSITS BY RATES
The following table sets forth the time deposits in the Association classified
by rates at the dates indicated.
<TABLE>
<CAPTION>
At
March 31, At December 31,
-------------- -------------------------
1996 1995 1994
-------------- ------------ -----------
(Dollars in Thousands)
<S> <C> <C> <C>
2.00 - 3.99% 202 172 8,552
4.00 - 5.99% 17,628 17,180 6,803
6.00 - 7.99% 1,750 1,961 946
8.00 - 9.99% 45 45 46
10.00 - 11.99% - - -
-------------- ------------ -----------
19,625 19,358 16,347
============== ============ ===========
</TABLE>
SOURCE: OFFERING CIRCULAR
TIME DEPOSIT MATURITY SCHEDULE
The following table sets forth the amount and maturities of time deposits at
March 31, 1996.
<TABLE>
<CAPTION>
Amount Due
-----------------------------------------------------------------------
Less Than Over Over
Rate One Year 1-2 Years 2-3 Years 3 Years Total
- ------------------------ -------------- ------------- ------------ ------------ ------------
(In thousands)
<S> <C> <C> <C> <C> <C>
2.00 - 3.99% 202 - - - 202
4.00 - 5.99% 15,302 2,063 263 - 17,628
6.00 - 7.99% 799 589 100 262 1,750
8.00 - 9.99% 43 - 2 - 45
-------------- ------------- ------------ ------------ ------------
16,346 2,652 365 262 19,625
============== ============= ============ ============ ============
Percentage 83.29% 13.51% 1.86% 1.34% 100.00%
============== ============= ============ ============ ============
</TABLE>
SOURCE: OFFERING CIRCULAR
28
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FERGUSON & CO., LLP SECTION I.
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TABLE I.19 - AVERAGE DEPOSIT BALANCES AND RATES
The following table sets forth the average balances and interest rates based on
month-end balances for interest-bearing demand deposits and time deposits as of
the dates indicated.
<TABLE>
<CAPTION>
Three Months Ended March 31, Year Ended December 31,
------------------------------------------ -------------------------------------
1996 1995 1995 1994
-------------------- -------------------- ----------------- ------------------
Average Average Average Average Average Average Average Average
Balance Rate Balance Rate Balance Rate Balance Rate
--------- -------- --------- --------- -------- ------- --------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Savings deposits 3,098 2.19% 3,417 2.11% 2,952 2.30% 3,460 2.11%
Money market 910 1.76% 1,408 1.99% 1,029 2.04% 938 2.88%
NOW accounts 3,099 2.19% 2,709 2.21% 3,044 2.30% 3,180 2.20%
Certificates of deposit 19,558 5.30% 18,126 4.10% 19,178 4.78% 16,473 3.75%
--------- -------- --------- --------- -------- ------- -------- --------
Total 26,665 4.46% 25,660 3.52% 26,203 4.10% 24,051 3.28%
========= ======== ========= ========= ======== ======= ======== ========
</TABLE>
SOURCE: OFFERING CIRCULAR
TABLE I.20 - JUMBO CD'S
The following table indicates the amount of the Association's certificates of
deposit of $100,000 or more by time remaining until maturity as of March 31,
1996.
<TABLE>
<CAPTION>
Certificates
of Deposits
----------------
Maturity Period (In thousands)
---------------
<S> <C>
Three months or less 1,036
Over three through six months 1,325
Over six through 12 months 1,131
Over 12 months 200
----------------
Total 3,692
================
</TABLE>
SOURCE: OFFERING CIRCULAR
29
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FERGUSON & CO., LLP SECTION I.
- ------------------- ----------
TABLE I.21 - SAVINGS DEPOSIT ACTIVITY
The following table sets forth the savings activities of the Association for the
periods indicated.
<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 31, December 31,
------------------------- -------------------------
1996 1995 1995 1994
---------- ------------- ----------- ------------
(In Thousands)
<S> <C> <C> <C> <C>
Deposits 15,089 14,687 57,787 46,051
Withdrawals 14,686 13,153 56,808 47,846
---------- ------------- ----------- ------------
Net increase (decrease) before
interest credited 403 1,534 979 -1,795
Interest credited 297 227 1,081 793
---------- ------------- ----------- ------------
Net increase (decrease) 700 1,761 2,060 -1,002
========== ============= =========== ============
</TABLE>
SOURCE: OFFERING CIRCULAR
TABLE I.22 - OFFICE FACILITIES
<TABLE>
<CAPTION>
Net
Book Insurance Year Owned or Square
Physical address Value Coverage Opened Leased Footage
- ----------------------------- --------- -------------- -------- ---------- ----------
($000's)
<S> <C> <C> <C> <C> <C>
222 South Tenth Street $155 $320 1975 Owned 4,100
Oakdale, LA
</TABLE>
SOURCE: FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
30
<PAGE>
SECTION II
MARKET AREA
<PAGE>
FERGUSON & CO., LLP SECTION II.
- ------------------- -----------
II. MARKET AREA
DEMOGRAPHICS
First Federal conducts its operations through one office located in south
central Louisiana, which is located in the south central part of the United
States. Oakdale is approximately 75 miles east of the Texas border and 75 miles
west of the Mississippi border. It is approximately 50 miles northeast of Lake
Charles, 40 miles south of Alexandria, and 75 miles northwest of Lafayette. Its
office is located at 222 South 10th Street, Oakdale, Allen Parish, Louisiana.
First Federal has determined that its principal trade area is Allen Parish
and the contiguous parishes. Table II.1 presents historical and projected trends
for the United States, Louisiana, Allen Parish, and Oakdale, Louisiana. The
information addresses population, income, employment, and housing trends.
As indicated in Table II.1, population growth rates for Allen Parish and
Oakdale are above both the United States rate and the rate for the State of
Louisiana, which is below that of the United States. Per capita income growth
for Allen Parish and Oakdale was below that of the United States and the State
of Louisiana for the period 1990 to 1994. For the period 1994 to 1999, the
growth in per capita income for Allen Parish and Oakdale is projected to be
level with that of the State of Louisiana, which is projected to be well below
that of the United States.
In the period from 1990 until 1994, the population of the State of
Louisiana grew 2.36%. During the same period, the Allen Parish population
increased 11.72% and the
1
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FERGUSON & CO., LLP SECTION II.
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United States population increased 4.81%. Projections of population growth from
1994 through 1999 indicate that the State of Louisiana will increase 2.50%,
while Allen Parish is projected to increase by 7.76% and the United States
population is projected to increase by 5.28%. The city of Oakdale has recently
and is projected to experience population growth similar to that of the Parish.
Per Capita Income growth experienced between 1990 and 1994 in Allen Parish
was below that experienced for the United States and below the State of
Louisiana. The Per Capita Income growth for that period was 14.23% for the State
of Louisiana, 9.07% for Allen Parish, and 14.73% for the United States.
Projections for Per Capita Income Growth between 1994 and 1999 are as follows:
the State is projected to decrease 1.41%; Allen Parish is projected to decrease
1.44%; and the United states is projected to increase by 1.76%.
Currently, the household income levels of Allen Parish are well below the
State of Louisiana, which is below the United States. The 1999 estimate shows
that, for Allen Parish, households with incomes less than $14,999 are expected
to be 46%; those with incomes between $15,000 and $34,999 are estimated at 35%;
those with incomes between $35,000 and $74,999 are estimated at 18%; and
households with incomes in excess of $75,000 are projected to be only 2%. The
1999 estimates for Louisiana are 26%, 33%, 31%, and 10%, respectively.
With projections of a flat to declining per capita income, the market for
housing units should also be relatively flat. Allen Parish has approximately
8,300 housing units, of
2
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FERGUSON & CO., LLP SECTION II.
- ------------------- -----------
which 66.51% are owner occupied, and a vacancy rate of 14.44%. Oakdale has
approximately 2,500 housing units, of which 57.27% are owner occupied, and a
vacancy rate of 14.18%.
The principal sources of employment in Allen Parish are services--30.8%,
trade--17.7%; manufacturing--16.1%; and construction/agriculture/mining--16.0%.
The major employers in First Federal's market area are engaged in entertainment,
government, timber, and medical services. Major employers include Grand Casino
(2,200 employees), United States Correction Center, Detention Center, and
Immigration and Naturalization Service (725 employees), Allen Parish Schools
(610 employees), Boise Cascade (375 employees), Oakdale Community Hospital (175
employees), Oakdale Dress, Inc. (130 employees), and Allen Parish Hospital (110
employees).
Analysis of the data presented above presents a picture of limited economic
opportunity, suggesting that First Federal must capitalize on additional
opportunities outside the Oakdale area. While First Federal considers Allen
Parish and the surrounding parishes to be its market area, most of its loans are
made to borrowers or on properties within a 25 mile radius of Oakdale. To
accomplish an effective expansion of its lending market, First Federal will
aggressively expand its marketing efforts.
The Grand Casino opened in 1995 near Kinder, Louisiana. The Casino is
approximately 20 miles south of Oakdale on US Highway 165. The Casino has
created new jobs and has been the center of activity in the Parish with the
development of motels and other businesses necessary to support the Casino.
Management of First Federal
3
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FERGUSON & CO., LLP SECTION II.
- ------------------- -----------
recognizes that there are lending opportunities nearer the vicinity of the
Casino and is looking for expansion through lending efforts in Oberlin, the
Parish Seat. Oberlin is near the Casino to the north.
Based on information publicly available on deposits as of June 30, 1995
(see Table II.3), Allen County had $119.4 million in deposits and First Federal
had 22.9% of the deposit market. First Federal's competition consists of three
commercial bank with total assets ranging from $200 million to $800 million. The
largest one has recently agreed to be acquired by an $8 billion bank. Though
First Federal has a healthy percentage of the deposit market, its rivals have
significantly more resources with which to compete.
Growth opportunities for First Federal can be assessed by reviewing
economic factors in its market area. The salient factors include growth trends,
economic trends, and competition from other financial institutions. We have
reviewed these factors to assess the potential for the market area. In assessing
the growth potential of First Federal, we must also assess the willingness and
flexibility of management to respond to the competitive factors that exist in
the market area. Our analysis of the economic potential and the potential of
management affects the valuation of the Association. Management has demonstrated
its interest in being a full service lender through its variety of loan
products. The Association offers consumer loans and non-real estate commercial
loans, in addition to real estate loans. The next challenge is a practical
expansion of its lending market.
4
<PAGE>
FERGUSON & CO., LLP SECTION II.
- ------------------- -----------
TABLE II.1 - KEY ECONOMIC INDICATORS
United States, Louisiana, Allen Parish and Oakdale
<TABLE>
<CAPTION>
=============================================================================================
UNITED ALLEN
KEY ECONOMIC INDICATOR STATES LOUISIANA PARISH OAKDALE
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total Population, 1999 Est. 272,611,571 4,427,600 25,552 8,344
1994 - 99 Percent Change, Est 5.28 2.50 7.76 7.60
Total Population, 1994 Est. 258,935,571 4,319,416 23,713 7,755
1990 - 94 Percent Change, Est 4.81 2.36 11.72 13.51
Total Population, 1990 247,051,601 4,219,973 21,226 6,832
- ---------------------------------------------------------------------------------------------
Per Capita Income, 1999 Est 16,820 11,977 7,949 7,371
1994 - 99 Percent Change, Est 1.76 (1.41) (1.44) (1.33)
Per Capita Income, 1994 Est 16,529 12,148 8,065 7,470
1990 - 94 Percent Change, Est 14.73 14.23 9.07 3.82
Per Capita Income, 1990 14,407 10,635 7,394 7,195
- ---------------------------------------------------------------------------------------------
Household Income Distribution-1999 Est (%)
$14,999 and less 20 26 46 53
$15,000 - $34,999 31 33 35 33
$35,000 - $74,999 36 31 18 12
$75,000 and over 13 10 2 2
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
Unemployment rate, 1990 6.24 9.48 11.45 13.71
- ---------------------------------------------------------------------------------------------
Median Age of Population, 1999 Est 35.1 32.9 34.4 36.0
Median Age of Population, 1994 33.8 31.8 33.3 34.3
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
Average Housing Value, 1990 79,098 67,775 39,078 38,512
- ---------------------------------------------------------------------------------------------
Total Households, 1999 Est. 100,885,151 1,573,107 8,549 2,598
1994 - 99 Percent Change, Est 5.33 2.60 8.46 9.34
Total Households, 1994 95,780,718 1,533,268 7,882 2,376
1990 - 94 Percent Change, Est 4.79 2.27 11.33 12.77
Total Households, 1990 91,402,228 1,499,269 7,080 2,107
- ---------------------------------------------------------------------------------------------
Total Housing Units 101,641,260 1,716,241 8,275 2,455
% Vacant 10.07 12.64 14.44 14.18
% Occupied 89.93 87.36 85.56 85.82
% By Owner 57.78 57.56 66.51 57.27
% By Renter 32.15 29.79 19.05 28.55
=============================================================================================
</TABLE>
5
<PAGE>
FERGUSON & CO., LLP SECTION II.
- ------------------- -----------
TABLE II.2 - EMPLOYMENT BY INDUSTRY
UNITED STATES, LOUISIANA, AND ALLEN PARISH
<TABLE>
<CAPTION>
UNITED ALLEN
INDUSTRY STATES LOUISIANA PARISH
===================================== ======== =========== ========
<S> <C> <C> <C>
Construction/Agriculture/Mining 9. 5 12.5 16.0
Manufacturing 17.7 12.5 16.1
Transportation/Utilities 7.1 7.8 8.1
Trade 21.2 22.0 17.7
Finance/Insurance 6.9 5.8 3.5
Services 32.7 34.3 30.8
Public Administration 4.8 6.7 7.8
</TABLE>
6
<PAGE>
FERGUSON CO., LLP SECTION II.
- ----------------- -----------
TABLE II.3 - MARKET AREA DEPOSITS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
1993 1994 1995
---------- ------------ ------------
(in Thousands)
<S> <C> <C> <C>
ALLEN PARISH
TOTAL THRIFT DEPOSITS $ 25,981 $ 24,814 $ 27,307
----------- ------------ ------------
Number 1 1 1
Number of Branches 1 1 1
TOTAL BANK DEPOSITS $ 91,015 $ 90,074 $ 92,094
----------- ------------ ------------
Number 2 2 3
Number of Branches 6 6 7
TOTAL ALLEN PARISH DEPOSITS $ 116,996 $ 114,888 $ 119,401
=========== ============ ============
PERCENT OF DEPOSITS HELD BY
FIRST FEDERAL 22.21% 21.60% 22.87%
=========== ============ ============
- -----------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
SECTION III
COMPARISON WITH PUBLICLY
TRADED THRIFTS
<PAGE>
FERGUSON & CO., LLP SECTION III.
- ------------------- ------------
III. COMPARISON WITH PUBLICLY TRADED THRIFTS
COMPARATIVE DISCUSSION
This section presents an analysis of First Federal Savings and Loan
Association relative to a group of twelve publicly traded thrift institutions
("Comparative Group"). Such analysis is necessary to determine the adjustments
that must be made to the pro forma market value of First Federal's stock. Table
III.1 presents a listing of the comparative group with general information about
the group. Table III.2 presents key financial indicators relative to
profitability, balance sheet composition and strength, and risk factors. Table
III.3 presents a pro forma comparison of First Federal to the comparative group.
Exhibits III and IV contain selected financial information on First Federal and
the comparative group. This information is derived from quarterly TFR's filed
with the OTS and call reports filed with the FDIC. The selection criteria and
comparison with the Comparative Group are discussed below.
SELECTION CRITERIA
Ideally, the comparative group would consist of thrifts in the same
geographic region with identical local economies, asset size, capital level,
earnings performance, asset quality, etc. However, there are few comparably
sized institutions with stock that is liquid enough to provide timely,
meaningful market values. Therefore, we have selected a group of comparatives
that are either listed on the New York Stock Exchange, the American Stock
Exchange, or Nasdaq. We excluded companies that are apparent takeover
1
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FERGUSON & CO., LLP SECTION III.
- ------------------- ------------
targets and companies with unusual characteristics that tend to distort both
mean and median calculations. For example, we have excluded all companies with
losses during the trailing twelve months. We have also excluded mutual holding
companies (see Exhibit VII).
Because of the limited number of similar size thrifts with sufficient
trading volume, we looked for members of the comparative group among thrifts
with assets up to $100 million. The Southwest Region, which includes Louisiana,
had 3 thrifts that met the aforementioned requirements. We found 46 thrifts that
met the requirements in the United States (we consider 10 to be the minimum
number), and we retained 12 and eliminated 34 for the following reasons: (a) One
is a mutual holding company; (b) Three did not have meaningful financial data
because they had not been stock companies at least one quarter; (c) Two had no
meaningful earnings data; (d) Twelve had high price to earnings ratios,
resulting either from an announced merger or earnings that are not meaningful;
(e) Four had excessive non-performing assets; (f) Twenty-seven had more than 65%
of their assets in loans; and (g) Three had loans serviced in excess of 40% of
assets.
The principal source of data was SNL Securities, Charlottesville, Virginia.
The entire database of approximately 420 publicly held thrifts is included in
Exhibit V. In developing statistics for the entire country, we eliminated
certain institutions that skewed the results, in order to make the data more
meaningful:
. We eliminated companies with losses,
2
<PAGE>
. We eliminated indicated acquisition targets,
. We eliminated companies with price/earnings ratios in excess of 25,
and
. We eliminated companies that had not reported as a stock institution
for one complete year.
The resulting group of 267 publicly traded thrifts is included in Exhibit VI.
The selected group of comparatives has sufficient trading volume to provide
meaningful price data. Seven of the comparative group members are located in the
Midwest, and the others are located in the Southwest (2), Southeast, Mid-
Atlantic, and Western Regions. With total assets of approximately $29.6 million,
First Federal is well below the group selected, which has average assets of
$71.7 million and median assets of $71.9 million.
PROFITABILITY
Using the comparison of profitability components as a percentage of average
assets, First Federal was below the comparative group in return on assets, .95%
to 1.03%; net interest income, 3.19% to 3.48%; and core income, .89% to 1.03%.
First Federal was above the comparative group in other operating income, .83% to
.29%; and operating expense, 2.67% to 2.19%. First Federal's operating expense
minus other income was 1.84% versus 1.90% for the comparative group. After
conversion, deployment of the proceeds will provide additional income, and First
Federal will compare more favorably with the comparative group in terms of
return on average assets, with a return of .98% at the
3
<PAGE>
FERGUSON & CO., LLP SECTION III.
- ------------------- ------------
midpoint of the appraisal range. Pro forma return on average equity is 7.46% at
the midpoint, versus a mean of 5.59% and median of 5.07% for the comparative
group.
BALANCE SHEET CHARACTERISTICS
The general asset composition of First Federal is similar to that of the
comparative group. First Federal has a higher level of operating expenses, which
as a percentage of average assets was 2.67%, as compared to 2.19% for the
comparative group. First Federal's percentage of earning assets to interest
costing liabilities is much lower than that of the group. First Federal has
104.64% and the comparative group averages 128.78%. After conversion, First
Federal's ratio will continue to be lower than that of the group of
comparatives. First Federal's other operating income is well above the
comparative group. The Association reports other operating income of .83% and
the comparatives report .20%.
The liability side differs mainly in that First Federal has a lower
percentage of borrowings and equity and a higher percentage of deposits. First
Federal's capital level is 7.10% versus 22.32% for the comparative group. First
Federal's capital level will continue to be well below the comparative group
after conversion.
RISK FACTORS
Both First Federal and the comparative group have low levels of
nonperforming assets, with First Federal's being slightly higher than the
comparative group. First Federal's loan loss allowance is 2.74% of net loans,
which compares favorably with the comparative group. First Federal's one year
gap to assets is positive 6.40% versus positive 9.62% for the comparative group.
However, the group average is based on information
4
<PAGE>
FERGUSON & CO., LLP SECTION III.
- ------------------- ------------
available for only two members of the comparative group. On balance, we believe
that First Federal's interest rate risk management is better than the
comparative group.
SUMMARY OF FINANCIAL COMPARISON
Based on the above discussion of operational, balance sheet, and risk
characteristics of First Federal compared with the group, we believe that First
Federal's performance is level with that of the comparative group. While First
Federal's profitability and capital levels are below the comparative group, the
conversion proceeds will increase its income and capital levels to comparable
levels.
FUTURE PLANS
First Federal's future plans are to remain a well capitalized, profitable
institution with good asset quality and a commitment to serving the needs of its
trade area, emphasizing lending and reducing its reliance on passive
investments, such as mortgage-backed securities. Management recognizes that it
will take time to invest the proceeds of its capital infusion in a manner
consistent with its historic performance and current policy. During that period
of time, management is willing to accept a lower return on assets as well as a
lower return on equity capital.
First Federal has always adhered to a controlled growth policy, and in
recent years, it has remained flat as it controlled its rates paid and overall
spreads. The additional capital raised by the sale of Common Stock will
initially be used to purchase short term investment securities. The current
business plan indicates that there will be considerable emphasis on residential
one-to-four lending, commercial non-real estate
5
<PAGE>
FERGUSON & CO., LLP SECTION III.
- ------------------- ------------
lending, and some consumer lending. Adjustable rate and short term loans will be
emphasized. The Association will continue to avoid long term, fixed rate loans.
The Association's business plan projects that it will experience growth in
loans, savings deposits, and liquidity.
First Federal has no current plans to open or acquire branches. However,
the additional capital and the formation of a holding company would make
acquisition of branches a viable option. Management intends to expand lending
and, if necessary, will open a loan production office to facilitate such growth.
Increasing market penetration by increasing the number of services and
products available, coupled with expanded marketing efforts, are the most likely
methods to be employed to achieve growth.
6
<PAGE>
FERGUSON & CO., LLP TABLE III.1 - COMPARATIVES GENERAL SECTION III.
- ------------------- ------------
<TABLE>
<CAPTION>
Type of
Ticker Short Name City State Institution Offices
(1)
<S> <C> <C> <C> <C> <C>
BRFC Bridgeville Savings Bank Bridgeville PA Traditional 1
CCFH CCF Holding Company Jonesboro GA Traditional 3
CZF CitiSave Financial Corp Baton Rouge LA Traditional 5
GUPB GFSB Bancorp, Inc. Gallup NM Traditional 1
GWBC Gateway Bancorp, Inc. Catlettsburg KY Traditional 2
HFSA Hardin Bancorp, Inc. Hardin MO Traditional 3
HHFC Harvest Home Financial Corp. Cheviot OH Traditional 3
KYF Kentucky First Bancorp, Inc Cynthiana KY Traditional 2
MIVI Mississippi View Holding Co. Little Falls MN Traditional 1
NSLB NS&L Bancorp, Inc. Neosho MO Traditional 2
PCBC Perry County Financial Corp. Perryville MO Traditional 1
TRIC Tri-County Bancorp, Inc. Torrington WY Traditional 2
Maximum 5
Minimum 1
Average 2
Median 2
<CAPTION>
Total Current Current
Assets Stock Market
($000) Price Value
Ticker MRQ IPO Date ($) ($M)
<S> <C> <C> <C> <C>
BRFC 56,166 10/07/94 14.000 15.74
CCFH 79,578 07/12/95 12.125 13.71
CZF 78,218 07/14/95 14.625 14.11
GUPB 66,821 06/30/95 14.375 13.64
GWBC 73,409 01/18/95 14.250 17.09
HFSA 82,651 09/29/95 12.000 12.70
HHFC 70,314 10/10/94 12.250 10.97
KYF 74,186 08/29/95 12.250 17.01
MIVI 68,334 03/24/95 11.500 11.59
NSLB 56,552 06/08/95 13.250 11.80
PCBC 77,318 02/13/95 17.000 14.56
TRIC 65,766 09/30/93 17.500 11.21
Maximum 82,651 17.500 17.09
Minimum 56,166 11.500 10.97
Average 70,776 13.760 13.68
Median 71,862 13.625 13.68
</TABLE>
(1) Determined by reference to TAFS and BankSource reports, published by
Sheshunoff. Information therein is taken from quarterly reports filed with
the OTS and the FDIC.
7
<PAGE>
FERGUSON CO., LLP. SECTION III.
- ------------------ ------------
Table III.2 - Key Financial Indicators
<TABLE>
<CAPTION>
First
Federal Savings
and Loan Comparative
Association Group
-------------- -----------
<S> <C> <C>
PROFITABILITY
(% of average assets)
Net income 0.95 1.03
Net interest income 3.19 3.48
Loss (recovery) provisions (0.08) 0.04
Other operating income 0.83 0.29
Operating expense 2.67 2.19
Core income (excluding gains
and losses on asset sales) 0.89 1.03
BALANCE SHEET FACTORS
(% of assets)
Cash, investments, and MBS 59.73 52.18
Loans 38.19 45.70
Savings deposits 92.16 73.04
Borrowings - 3.34
Equity 7.10 22.32
Tangible equity 7.10 22.32
RISK FACTORS
(%)
Earning assets/costing liabilities 104.64 128.78
Non-performing assets/assets 0.39 0.21
Loss allowance/non performing assets 293.85 111.79
Loss allowance/loans 2.74 0.71
One year gap/assets 6.40 9.62
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
FERGUSON & CO., LLP TABLE II3. - PRO FORMA COMPARISONS SECTION III.
- ------------------- ------------
CONVERTING INSTITUTION TO COMPARATIVE GROUP
First Federal Savings and Loan Association, Oakdale, Louisiana
As of April 30, 1996
Ticker Name Price Mk Value PE P/Book P/TBook P/Assets Div Yld Assets Eq/A
($) ($Mil) (X) (%) (%) (%) (%) ($000) (%)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
First Federal
-------------
Before Conversion N/A N/A N/A N/A N/A N/A N/A 29,605 7.10
Pro Forma Supermax 10.000 3.70 11.51 73.89 73.89 11.39 3.00 32,514 15.41
Pro Forma Maximum 10.000 3.22 10.33 70.20 70.20 10.03 3.00 32,089 14.29
Pro Forma Midpoint 10.000 2.80 9.23 66.40 66.40 8.83 3.00 31,719 13.29
Pro Forma Minimum 10.000 2.38 8.07 61.86 61.86 7.59 3.00 31,349 12.27
Comparative Group
-----------------
Averages 13.760 13.68 18.75 86.O6 86.07 19.47 2.92 70,776 22.32
Medians 13.625 13.68 18.62 84.41 84.41 18.44 2.83 71,862 21.23
Louisiana Public Thrifts
------------------------
Averages 19.094 52.08 12.18 107.22 107.26 16.29 1.91 310,649 16.05
Medians 15.063 39.90 12.18 93.40 93.49 17.56 1.93 277,774 18.54
Southwest Region Thrifts
------------------------
Averages 14.924 47.84 13.70 99.50 101.75 13.40 2.03 472,981 13.68
Medians 14.500 21.44 12.90 91.18 91.29 16.33 2.12 170,827 15.55
All Public Thrifts
------------------
Averages 19.131 156.49 13.92 113.78 117.49 11.34 2.20 1,652,243 10.40
Medians 17.625 49.57 13.44 108.77 112.15 10.26 2.22 452,455 8.86
Comparative Group
-----------------
BRFC BridgevilleSB-PA 14.000 15.74 23.33 99.50 99.50 28.02 2.29 56,166 28.15
CCFH CCFHoldingCo-GA 12.125 13.71 18.95 78.94 78.94 17.05 3.30 79,578 21.60
CZF CitiSaveFinCorp-LA 14.625 14.11 14.06 91.18 91.29 18.04 2.05 78,218 18.28
GUPB GFSBBancorp-NM 14.375 13.64 23.96 84.26 84.26 20.41 2.78 66,821 24.23
GWBC GatewayBancorp-KY 14.250 17.09 16.19 89.06 89.06 23.29 2.81 73,409 25.17
HFSA HardinBancorp-MO 12.000 12.70 18.75 80.00 80.00 15.36 3.33 82,651 19.20
HHFC HarvestHome-OH 12.250 10.97 20.42 83.62 83.62 15.60 3.27 70,314 18.65
KYF KYFirstBancorp-KY 12.250 17.01 18.01 86.27 86.27 22.93 4.08 74,186 26.58
MIVI MissViewHoldCo-MN 11.500 11.59 15.13 84.56 84.56 16.96 2.78 68,334 20.07
NSLB NS&LBancorp-MO 13.250 11.80 19.49 81.94 81.94 20.07 3.77 56,552 24.49
PCBC PerryCountyFin-MO 17.000 14.56 18.48 90.28 90.28 18.83 1.77 77,318 20.86
TRIC TriCBancorp,Inc-WY 17,500 11.21 18.23 83.10 83.10 17.05 2.86 65,766 20.52
<CAPTION>
Ticker Name Teq/A EPS ROAA ROAE
(%) ($) (%) (%)
<S> <C> <C> <C> <C>
First Federal
-------------
Before Conversion 7.10 N/A 0.89 13.27
Pro Forma Supermax 15.41 0.87 1.01 6.62
Pro Forma Maximum 14.29 0.97 0.99 7.03
Pro Forma Midpoint 13.29 1.08 0.98 7.46
Pro Forma Minimum 12.27 1.24 0.96 7.98
Comparative Group
-----------------
Averages 22.3 0.75 1.03 4.82
Medians 21.2 0.68 1.01 4.36
Louisiana Public Thrifts
------------------------
Averages 16.0 2.71 1.15 9.93
Medians 18.5 2.71 1.15 8.56
Southwest Region Thrifts
------------------------
Averages 13.6 1.27 0.97 9.21
Medians 15.5 0.87 1.00 8.16
All Public Thrifts
------------------
Averages 10.3 1.48 0.96 10.32
Medians 8.6 1.39 0.92 9.59
Comparative Group
-----------------
BRFC BridgevilleSB-PA 28.2 0.60 1.31 4.24
CCFH CCFHoldingCo-GA 21.6 0.64 0.86 4.27
CZF CitiSaveFinCorp-LA 18.3 1.04 1.12 6.99
GUPB GFSBBancorp-NM 24.2 0.60 1.40 3.37
GWBC GatewayBancorp-KY 25.2 0.88 1.14 5.44
HFSA HardinBancorp-MO 19.2 0.64 0.55 3.98
HHFC HarvestHome-OH 18.7 0.60 0.88 3.97
KYF KYFirstBancorp-KY 26.6 0.68 0.70 4.34
MIVI MissViewHoldCo-MN 20.1 0.76 1.32 7.51
NSLB NS&LBancorp-MO 24.5 0.68 NA 4.38
PCBC PerryCountyFin-MO 20.9 0.92 1.00 4.50
TRIC TriCBancorp,Inc-WY 20.5 0.96 1.01 4.82
</TABLE>
Note: Stock prices are closing prices or last trade. Pro forma calculations for
First Federal are based on sales at $10 per share with a midpoint of
$2,800,000, minimum of $2,380,000, and maximum of $3,220,000.
Sources: First Federal's audited and unaudited financial statements, SNL
Securities, and F&C calculations.
<PAGE>
SECTION IV
CORRELATION OF MARKET
VALUE
<PAGE>
FERGUSON & CO., LLP SECTION IV.
- ------------------- -----------
IV. CORRELATION OF MARKET VALUE
MARKETABILITY & LIQUIDITY OF STOCK TO BE ISSUED
Certain factors must be considered to determine whether adjustments
are required in correlating First Federal's market value to the comparative
group. Those factors include financial aspects, market area, management,
dividends, liquidity, thrift equity market conditions, and subscription
interest.
This section addresses the aforementioned factors and the estimated
pro forma market value of the to-be-issued common shares and compares the
resulting market value of the Association to the members of its comparative
group and the selected group of publicly held thrifts.
FINANCIAL ASPECTS
Section III includes a discussion regarding a comparison of First
Federal's earnings, balance sheet characteristics, and risk factors with its
comparative group. Table III.2 presents a comparison of certain key indicators,
and Table III.3 presents certain key indicators on a pro forma basis after
conversion.
As shown in Table III.2, from an earnings viewpoint, First Federal is
below its comparative group in return on assets and core income as a percentage
of average assets, principally as a result of its net interest income level,
which is lower because of the Association's lower capital ratio. First
Federal's net interest income as a percent of assets is 3.19% versus 3.48% for
the comparatives. After First Federal completes its stock conversion, its
return on average assets and core income as a percentage of average assets
1
<PAGE>
FERGUSON & CO., LLP SECTION IV.
- ------------------- -----------
will increase. Table III.3 projects that First Federal will approach the group
in return on assets with .98% at the midpoint, versus a mean of 1.03% and median
of 1.01% for the comparative group.
First Federal's pro forma equity to assets ratio at the midpoint is
13.29%, versus a mean of 22.32% and median of 21.23% for the comparative group.
First Federal's pro forma return on equity is above the comparative group--7.46%
at the midpoint versus a mean of 5.59% and median of 5.07% for the comparative
group.
First Federal's recorded earnings have been adjusted for appraisal
purposes. The Association recorded recoveries of loan loss provisions as a
result of an improving economy.
TABLE IV.1 - APPRAISAL EARNINGS ADJUSTMENTS
<TABLE>
<S> <C>
Net income, year ended March 31, 1996 $274,000
Less provision for loan loss recoveries -23,000
Plus applicable taxes related to loan loss recoveries at 36% 8,000
---------
Appraisal earnings, year ended March 31, 1996 $259,000
=========
</TABLE>
First Federal's asset composition is similar to that of its
comparative group--passive, with a high percentage of total assets in
investments and mortgage-backed securities. From the risk factor viewpoint,
First Federal is similar to the comparative group. First Federal has a similar,
though higher, level of non performing assets. First Federal's loan loss
allowance is 2.74% of net loans, comparing favorably with the comparative group,
2
<PAGE>
FERGUSON & CO.,LLP SECTION IV.
- ------------------ -----------
which is .71%. Its ratio of interest earning assets to interest bearing
liabilities (104.64%) is well below the comparative group (128.78). And First
Federal's ratio will continue to be lower after conversion. From an interest
rate risk factor, First Federal is positioned to withstand reasonable interest
rate changes, probably better than the comparative group.
We believe that NO ADJUSTMENT is necessary relative to financial
-------------
aspects of First Federal.
MARKET AREA
Section II describes First Federal's market area.
We believe that a DOWNWARD ADJUSTMENT is required for First Federal's
-------------------
market area.
MANAGEMENT
The CEO has been with First Federal five years. The Association has
13 other full time employees, including one officer, the chief accounting
officer. The CEO performs most executive functions. First Federal's results
compare well with the comparative group. Therefore, First Federal's management
has done the same quality job as its selected comparatives. The Association has
a management succession plan is in effect.
We believe that NO ADJUSTMENT is required for First Federal's
-------------
management.
DIVIDENDS
Table III.3 provides dividend information relative to the comparative
group and the thrift industry as a whole. The comparative group is paying a
mean yield on price of 2.92% and a median of 2.83%, while all public thrifts are
paying a mean of 2.20% and median of 2.22%. First Federal intends to pay a
dividend at an initial annual rate of 3.0%.
3
<PAGE>
FERGUSON & CO., LLP SECTION IV.
- ------------------- -----------
We believe that NO ADJUSTMENT is required relative to First Federal's intention
-------------
to pay dividends.
LIQUIDITY
The Holding Company has never issued capital stock to the public, and
as a result, no existing market for the Common Stock exists. Although the
Holding Company has applied to list its Common Stock on Nasdaq as a Pink Sheet,
there can be no assurance that a liquid trading market will develop.
A public market having the desirable characteristics of depth,
liquidity, and orderliness depends upon the presence, in the market place, of
both willing buyers and sellers of the Common Stock. These characteristics are
not within the control of the Association or the market.
The peer group includes companies with sufficient trading volume to
develop meaningful pricing characteristics for the stock. The market value of
the comparative group ranges from $10.97 million to $17.09 million, with a mean
value of $13.68 million. The midpoint of First Federal's valuation range is $2.8
million at $10 a share, or 280,000 shares.
We believe a DOWNWARD ADJUSTMENT is required relative to the liquidity
-------------------
of First Federal's stock.
THRIFT EQUITY MARKET CONDITIONS
The SNL Thrift Index is summarized in Figure IV.1. As the table
demonstrates, the Thrift Index has performed well since the end of 1990. The
Index has grown as follows:
4
<PAGE>
FERGUSON & CO., LLP SECTION IV.
- ------------------- -----------
Year ended December 31, 1991--increased 49.0% from 96.6 to 143.9; Year ended
December 31, 1992--increased 39.7% to 201.1; Year ended December 31, 1993--
increased 25.6% to 252.5; Year ended December 31, 1994--decreased 3.1% to 244.7;
Year ended December 31, 1995--increased 54.1% to 376.5; and Period ended April
30, 1996--increased 0.2% to 377.2. It is market value weighted with a base value
of 100 as of March 31, 1984.
As shown in Figure IV.1, which is a graph of the SNL Thrift Index
covering from December 31, 1990 through April 30, 1996, the market, as depicted
by the index, has experienced fluctuations recently. It dipped in the latter
part of 1994, but recovered during the first quarter of 1995. During 1995, the
Index continued a more robust increase and moved from 244.7 at year end 1994 to
362.3 by September 30, 1995, an increase of 48.1%. However, the Index has
recently remained flat with some minor up and down movement. It increased 3.9%
from September 30, 1995, to December 31, 1995; it increased 1.5% from December
31, 1995, to March 31, 1996; and then it decreased 1.3% during April 1996.
From the end of 1994 through September 1995, the Index has steadfastly
risen, before dipping 2.3% during the month of October, then recovering 4.5%
during November and 1.7% during December, recovering another 1.5% during the
March 1996 quarter, and decreasing 1.3% during April 1996. The increase in the
SNL Index, in general, has been parallel with the increases in other equity
markets with some interim fluctuations caused by changes or anticipated changes
in interest rates. Another difference, however, is also notable. In other
markets, increased prices are responding to improved profits,
5
<PAGE>
FERGUSON & CO., LLP SECTION IV.
- ------------------- -----------
with price to earnings ratios decreasing as earnings potentials are approached.
However, the thrift IPO market has been affected by speculation that the
majority of the institutions will become viable consolidation candidates and
sell at some expanded multiple of book value.
LOUISIANA ACQUISITIONS
Table IV.2 provides information relative to acquisitions of financial
institutions in Louisiana between January 1, 1995 and early May 1996. There
were 1 thrift acquisition and 18 bank acquisitions announced during that time
frame. Currently, there are 5 publicly held thrifts in the State of Louisiana.
There are 15 publicly held thrifts in the southwest region of the country. Bank
acquisitions in Louisiana since January 1, 1995, have averaged 206.1% of
tangible book value and 15.4 times earnings. The median price has been 212.9%
of tangible book value and 17.1 times earnings. Thrifts generally sell at lower
price/book and price/earnings multiples than do banks. Thrifts in Louisiana
during that period have averaged 145.0% of tangible book value and 17.8 times
earnings.
EFFECT OF INTEREST RATES ON THRIFT STOCK
The current interest rate environment and the anticipated rate
environment will affect the pricing of thrift stocks, and all other interest
sensitive stocks. As the economy continues to lose momentum, the fear of
inflation can and has to a degree been replaced by economic uncertainty. The
Federal Reserve, in its resolve to curb inflation, has increased rates in the
past, but has more recently relented to vagaries of the economy and decreased
rates in an attempt to stimulate what is currently perceived as a fragile and
6
<PAGE>
FERGUSON & CO., LLP SECTION IV.
- ------------------- -----------
irresolute economy. Recent gains in thrift stocks could reverse if there were
an abatement of the merger and consolidation activity, or if rates rose sharply.
What is likely to happen in the short to intermediate term is that
rates will float around current levels and trend upward. The yield curve will
continue to normalize. A slowly increasing yield curve will do little for the
financial services industry in general and thrifts specifically. The spreads
will narrow if the cost of funds continues to rise.
As clearly illustrated, the SNL Thrift Index has performed well over
the last five years. It moved in tandem with all interest sensitive stocks and
reflected the weakness in the market as investors began to consider the
importance of increases in rates and their impact on the net interest margins of
thrifts. The clear implication is that rising interest rates will have a
negative impact on earnings.
Figure IV.2 graphically displays the rate environment since November
1995. From November 1995 through late January 1996, the yield curve was flat,
with only a 56 basis point ("BP") difference between the federal funds rate and
the 30 year treasury at January 26, 1996. Since that time, the yield curve has
developed more slope with a 166 BP spread between the federal funds rate and the
30 year treasury rate at May 3, 1996. Mortgage rates follow closely the long
term government obligations, giving asset managers more opportunity to maintain
their spreads.
At November 17, 1995, the average spread between the 1 year T-Bill and
the 5 year T-Note was 29 BP and the spread between the 5 year T-Note and the 30
year T-Bond was 55 bp. At January 26, 1996, the spread between the 1 year T-
Bill and the 5 year T-Note was
7
<PAGE>
FERGUSON & CO., LLP SECTION IV.
- ------------------- -----------
32 bp, and the spread between the 5 year T-Note and the 30 year bond was 65 bp.
On May 3, 1996, the spreads were 77 and 59 bp, respectively. Clearly, the
implications are that the yield curve is developing more slope.
From November 1995 to May 1996,, the Fed Funds rate decreased 44 basis
points and the Prime Rate decreased 50 bp.
Increased cost of funds will serve to narrow the net interest margins
of thrifts. A thrift's ability to maintain net interest margins through
business cycles is important to investors, unless thrifts can offset the decline
in net interest income by other sources of revenue or reductions in noninterest
expense. The former is difficult and the latter is unlikely.
First Federal, with its interest rate risk management combined with
its equity position (especially on a pro forma basis), is less vulnerable to
rising rates than most.
During 1993, conversion stocks often experienced first day 30% or more
increases in value. However, as Table IV.3 shows, recent price appreciation has
not been as robust. Table IV.3 provides information on 27 conversions completed
since October 31, 1995. The average change in price since conversion is a gain
of 15.3% and the median change is a gain of 12.5%. Within that group, 24 have
increased in value with a range of a low of 1.3% to a high of 51.3%. One of the
recently converted thrifts experienced no change in value and two decreased in
value--one 3.8% and the other 5.0%. The average increase in value at one day,
one week, and one month after conversion has been 14.7%, 15.2%, and 14.6%,
8
<PAGE>
FERGUSON & CO., LLP SECTION IV.
- ------------------- -----------
respectively. The median increase in value at one day, one week, and one month
after conversion has been 13.8%, 15.0%, and 14.4%, respectively.
Because of the lack of complete earnings information on recent
conversions, a meaningful comparison of the price earnings ratios is difficult
to make. However, there is sufficient information to review the price to book
ratio. The average price-to-book ratio, as of April 30, 1996, is 85.9% and the
median is 84.0%. That compares to the offering price to pro forma book, where
the average was 71.5% and the median was 71.4%.
Table IV.4 presents data on recent conversions of pink sheet thrifts
for the period since June 30, 1995. Conversion price to book value ratios
during this period have averaged 66.4% with a median of 67.3%. Pink sheet
conversions closed during 1996 have closed at between 60.0% and 65.4% of book
value.
We believe a DOWNWARD ADJUSTMENT is required for the new issue
-------------------
discount.
ADJUSTMENTS CONCLUSION
ADJUSTMENTS SUMMARY
<TABLE>
<CAPTION>
NO CHANGE UPWARD DOWN
<S> <C> <C> <C>
Financial Aspects X
Market Area X
Management X
Dividends X
Liquidity X
Thrift Equity Market Conditions X
</TABLE>
VALUATION APPROACH
Typically, investors rely on the price/earnings ratio as the most
appropriate indicator of value. We consider price/earnings to be one of the
important pricing methods
9
<PAGE>
FERGUSON & CO., LLP SECTION IV.
- ------------------- -----------
in valuing a thrift stock. Price/book is a well recognized yardstick for
measuring the value of financial institution stocks in general. Another method
of viewing thrift values is price/assets, which is more meaningful in situations
where the subject is thinly capitalized. Given the healthy condition of the
thrift industry today, more emphasis is placed on price/earnings and price/book.
Generally, price/earnings and price/book should be considered in tandem.
Table III.3 presents First Federal's pro forma ratios and compares
them to the ratios of its comparative group and the publicly held thrift
industry as a whole. First Federal's earnings for the twelve months ended March
31, 1996, were approximately $274,000, with adjustments of $15,000 required to
determine appraisal earnings of $259,000. Management has indicated an
intention, through its historical willingness to make a wide variety of loans,
to exhibit the flexibility in operations needed to serve both the public and the
institution. The Association is well positioned to manage interest rate
variations. The Association projects moderate growth.
The comparative group traded at an average of 18.8 times earnings at
April 30, 1996, and at 86.1% of book value. The comparative group traded at a
median of 18.6 times earnings and a median of 84.4% of book value. At the
midpoint of the valuation range, First Federal is priced at 9.2 times earnings
and 66.4% of book value. At the maximum end of the range, First Federal is
priced at 10.3 times earnings and 70.2% of book value. At the supermaximum,
First Federal is priced at 11.5 times earnings and 73.9% of book value.
10
<PAGE>
FERGUSON & CO., LLP SECTION IV.
- ------------------- -----------
The midpoint valuation of $2,800,000 represents a discount of 22.9%
from the average and a discount of 21.3% from the median of the comparative
group on a price/book basis. The price/earnings ratio for First Federal at the
midpoint represents a discount of 51.1% from the comparative group's mean and
50.5% from the median price/earnings ratio.
The maximum valuation of $3,220,000 represents a discount of 18.5%
from the average and 16.8% from the median of the comparative group on a
price/book basis. The price/earnings ratio for First Federal at the maximum
represents a discount of 45.2% from the average and 44.6% from the median of the
comparative group.
VALUATION CONCLUSION
We believe that as of April 30, 1996, the estimated pro forma market
value of First Federal was $2,800,000. The resulting valuation range was
$2,380,000 at the minimum to $3,220,000 at the maximum, based on a range of 15%
below and 15% above the midpoint valuation. The supermaximum is $3,703,000,
based on 1.15 times the maximum. Pro forma comparisons with the comparative
group are presented in Table III.3 based on calculations shown in Exhibit VIII.
11
<PAGE>
FERGUSON & CO., LLP TABLE IV.2 - LOUISIANA ACQUISITIONS SECTION II.
- -------------------- -----------
(ANNOUNCED SINCE JANUARY 1, 1995)
<TABLE>
<CAPTION>
Buyer: Seller:
Total Total
Bank/ Bank/ Assets Assets
Buyer ST Thrift Seller ST Thrift ($000) ($000)
(1) (1)
<S> <C> <C> <C> <C> <C> <C>
ISB Financial Corp. LA Thrift Jefferson Bancorp LA Thrift 589,007 265,870
Hibernia Corporation LA Bank C M Bank Holding Co. LA Bank 7,196,200 774,188
Hibernia Corporation LA Bank St. Bernard B&TC LA Bank 7,196,200 254,950
Regions Financial AL Bank American Bncshrs LA Bank 13,708,560 86,300
Deposit Guaranty MS Bank Bank of Gonzales Hld LA Bank 6,026,199 122,932
Whitney Holding Corp LA Bank New Iberia Bancorp LA Bank 2,938,762 247,168
Sabine Bancshares LA Bank First Community Bshr LA Bank 110,411 47,319
ISB Financial Corp. LA Thrift Royal BankGroup LA Bank 589,007 60,922
Regions Financial AL Bank Delta B&TC LA Bank 13,847,910 204,627
Gulf Coast B&T Co LA Bank Gulf South Bncshrs LA Bank 124,318 51,690
Whitney Holding Corp LA Bank First Citizens BncSt LA Bank 2,939,284 231,697
Hibernia Corporation LA Bank Bunkie Bancshares LA Bank 6,736,779 105,979
Banc One Corporation OH Bank Premier Bancorp LA Bank 86,783,317 5,494,245
Peoples Holding Corp LA Bank First State B&TC LA Bank 179,784 43,237
Hibernia Corporation LA Bank FNB Bancshares, Inc. LA Bank 6,502,662 57,705
First Commerce Corp LA Bank Central Corporation LA Bank 6,879,326 820,150
First Commerce Corp LA Bank Peoples Bancshares LA Bank 6,879,326 172,214
Premier Bancorp LA Bank HNB Corporation LA Bank 5,512,141 93,452
Hibernia Corporation LA Bank Bank of St John LA Bank 6,335,800 113,341
Maximum 86,783,317 5,494,245
Minimum 110,411 43,237
Average 9,530,263 486,736
Median 6,335,800 122,932
Average--Banks 10,026,999 499,006
Median--Banks 6,419,231 118,137
<CAPTION>
Ann'd
Completed/ Deal
Announce Terminated Value
Buyer Date Status Date ($M)
<S> <C> <C> <C> <C>
ISB Financial Corp. 03/29/96 NonBinding NA 51.2
Hibernia Corporation 04/02/96 Pending NA 201.7
Hibernia Corporation 04/01/96 Pending NA 46.0
Regions Financial 03/01/96 Pending NA 17.5
Deposit Guaranty 02/06/96 Pending NA 27.6
Whitney Holding Corp 01/24/96 NonBinding NA 54.0
Sabine Bancshares 01/15/96 Pending NA NA
ISB Financial Corp. 12/06/95 Completed 05/06/96 9.1
Regions Financial 11/15/95 Pending NA 35.0
Gulf Coast B&T Co 10/18/95 Pending NA 8.0
Whitney Holding Corp 09/29/95 Completed 03/08/96 63.2
Hibernia Corporation 09/07/95 Completed 01/15/96 19.7
Banc One Corporation 07/19/95 Completed 01/02/96 696.0
Peoples Holding Corp 07/07/95 Pending NA 8.6
Hibernia Corporation 06/15/95 Completed 01/03/96 7.8
First Commerce Corp 05/16/95 Completed 10/23/95 190.2
First Commerce Corp 05/02/95 Completed 10/02/95 30.6
Premier Bancorp 05/02/95 Completed 11/30/95 11.5
Hibernia Corporation 01/25/95 Completed 07/01/95 25.9
Maximum 696.0
Minimum 7.8
Average 83.5
Median 29.1
Average--Banks 85.4
Median--Banks 27.6
</TABLE>
(1) At announcement
Source: SNL & F&C Calculations
12
<PAGE>
<TABLE>
<CAPTION>
FERGUSON & CO., LLP TABLE IV.2 - LOUISIANA ACQUISITIONS SECTION II.
- ------------------- -----------
(ANNOUNCED SINCE JANUARY 1, 1995)
Ann'd Ann'd Ann'd Final Final Final Final
Deal Deal Pr/ Deal Pr/ Deal Deal Deal Pr/ Deal Pr/
Pr/Bk Tg Bk 4-Qtr Value Pr/Bk Tg Bk 4-Qtr
Buyer (%) (%) EPS (x) ($M) (%) (%) EPS (x)
<S> <C> <C> <C> <C> <C> <C> <C>
ISB Financial Corp. 145.0 145.0 17.8 NA NA NA NA
Hibernia Corporation 180.8 180.9 16.6 NA NA NA NA
Hibernia Corporation 192.4 192.4 17.8 NA NA NA NA
Regions Financial 212.9 212.9 17.6 NA NA NA NA
Deposit Guaranty 215.8 215.8 11.0 NA NA NA NA
Whitney Holding Corp 240.4 243.2 23.3 NA NA NA NA
Sabine Bancshares NA NA NA NA NA NA NA
ISB Financial Corp. 110.4 157.0 NA 9.1 114.2 153.4 14.5
Regions Financial 215.9 215.9 17.8 NA NA NA NA
Gulf Coast B&T Co 191.5 191.5 6.6 NA NA NA NA
Whitney Holding Corp 252.0 252.0 18.0 63.5 238.6 238.6 19.7
Hibernia Corporation 227.3 227.3 15.8 19.2 207.8 207.8 14.0
Banc One Corporation 145.3 160.7 9.7 802.7 162.1 176.4 11.5
Peoples Holding Corp 142.0 142.0 21.4 NA NA NA NA
Hibernia Corporation 192.6 192.6 12.9 9.5 229.5 229.5 12.1
First Commerce Corp 271.2 274.6 18.1 227.5 301.3 304.6 20.1
First Commerce Corp 200.6 205.9 21.1 30.1 197.3 202.6 20.7
Premier Bancorp 223.4 223.4 10.3 12.8 209.2 209.2 11.1
Hibernia Corporation 215.2 215.2 9.1 29.6 250.3 250.3 10.1
Maximum 271.2 274.6 23.3 802.7 301.3 304.6 20.7
Minimum 110.4 142.0 6.6 9.1 114.2 153.4 10.1
Average 198.6 202.7 15.6 133.8 212.2 219.1 14.9
Median 206.7 209.4 17.6 29.6 209.2 209.2 14.0
Average--Banks 201.7 206.1 15.4 133.8 212.2 219.1 14.9
Median--Banks 212.9 212.9 17.1 29.6 209.2 209.2 14.0
</TABLE>
(1) At announcement
SOURCE: SNL & F&C CALCULATIONS
13
<PAGE>
FERGUSON & CO., LLP TABLE IV.3 - RECENT CONVERSIONS SECTION IV
- ------------------- ----------
(SINCE OCTOBER 31, 1995)
<TABLE>
<CAPTION>
Conversion Gross Offering
Assets Proceeds Price
Ticker Short Name State IPO Date ($000) ($000) ($)
<S> <C> <C> <C> <C> <C> <C>
RELI Reliance Bancshares, Inc. WI 04/19/96 32,260 20,499 8.000
CATB Catskill Financial Corp NY 04/18/96 230,102 56,868 10.000
YFCB Yonkers Financial Corporation NY 04/18/96 208,283 35,708 10.000
GSFC Green Street Financial Corp. NC 04/04/96 151,028 42,981 10.000
AMFC AMB Financial Corp. IN 04/01/96 68,851 11,241 10.000
FBER 1st Bergen Bancorp NJ 04/01/96 223,167 31,740 10.000
LONF London Financial Corporation OH 04/01/96 34,152 5,290 10.000
PHFC Pittsburgh Home Financial Corp PA 04/01/96 157,570 21,821 10.000
SSB Scotland Bancorp, Inc NC 04/01/96 57,718 18,400 10.000
SSM Stone Street Bancorp, Inc. NC 04/01/96 84,996 27,376 15.000
WHGB WHG Bancshares Corp. MD 04/01/96 85,027 16,201 10.000
CRZY Crazy Woman Creek Bancorp WY 03/29/96 37,510 10,580 10.000
PFFB PFF Bancorp, Inc. CA 03/29/96 1,899,412 198,375 10.000
FCB Falmouth Co-Operative Bank MA 03/28/96 73,735 14,548 10.000
CFTP Community Federal Bancorp MS 03/26/96 162,042 46,288 10.000
GAF GA Financial, Inc. PA 03/26/96 476,259 89,000 10.000
BYFC Broadway Financial Corp. CA 01/09/96 102,512 8,927 10.000
LFBI Little Falls Bancorp, Inc. NJ 01/05/96 196,394 30,418 10.000
CLAS Classic Bancshares, Inc. KY 12/29/95 60,911 13,225 10.000
HFNC HFNC Financial Corp. NC 12/29/95 591,319 171,925 10.000
PEEK Peekskill Financial Corp. NY 12/29/95 155,716 40,998 10.000
JOAC Joachim Bancorp, Inc. MO 12/28/95 30,711 7,604 10.000
AHCI Ambanc Holding Co., Inc. NY 12/27/95 344,856 54,223 10.000
PDB Piedmont Bancorp, Inc. NC 12/08/95 95,094 26,450 10.000
PBIX Patriot Bank Corp. PA 12/04/95 229,300 37,691 10.000
FFIC Flushing Financial Corp NY 11/21/95 604,230 99,188 11.500
FWWB First SB of Washington Bancorp WA 11/01/95 491,368 109,106 10.000
Maximum 1,899,412 198,375 15.000
Minimum 30,711 5,290 8.000
Average 254,982 46,173 10.167
Median 155,716 30,418 10.000
<CAPTION>
CONVERSION PRICING RATIOS
-------------------------------------
Price/ Price/ Price/ Current Current
Pro-Forma Pro-Forma Adjusted Stock Price/
Book Value Earnings Assets Price Book Value
Ticker (%) (x) (%) ($) (%)
<S> <C> <C> <C> <C> <C>
RELI 72.5 22.5 38.9 8.375 NA
CATB 71.9 19.0 19.8 10.625 NA
YFCB 74.9 16.1 14.6 10.000 NA
GSFC 71.0 14.8 22.2 12.250 NA
AMFC 70.8 18.2 14.0 10.625 NA
FBER 74.8 21.7 12.5 9.625 NA
LONF 68.5 22.4 13.4 10.125 NA
PHFC 72.8 17.5 12.2 10.690 NA
SSB 74.8 16.2 24.2 11.750 NA
SSM 74.9 19.7 24.4 17.500 NA
WHGB 71.1 15.5 16.0 11.375 NA
CRZY 69.7 16.4 22.0 10.500 NA
PFFB 69.0 26.6 16.5 11.500 NA
FCB 68.7 26.6 22.2 10.750 NA
CFTP 71.4 14.0 16.5 12.750 NA
GAF 70.5 13.8 15.7 11.125 77.6
BYFC 68.5 13.3 8.0 10.375 NA
LFBI 71.4 31.9 13.4 11.000 77.1
CLAS 69.3 17.2 17.8 11.250 76.2
HFNC 71.2 15.8 22.5 14.000 98.9
PEEK 70.8 14.1 20.8 11.560 80.7
JOAC 72.0 18.8 19.8 12.500 88.8
AHCI 72.0 22.1 13.6 9.500 67.8
PDB 71.5 14.1 21.8 13.500 96.1
PBIX 71.0 18.0 14.1 13.000 84.0
FFIC 73.2 35.8 14.1 15.750 98.1
FWWB 73.1 13.7 18.2 15.125 99.2
Maximum 74.9 35.8 38.9 17.500 99.2
Minimum 68.5 13.3 8.0 8.375 67.8
Average 71.5 18.9 17.9 11.745 85.9
Median 71.4 17.5 16.5 11.250 84.0
</TABLE>
Source: SNL & F&C calculations
14
<PAGE>
FERGUSON & CO., LLP TABLE IV.3 - RECENT CONVERSIONS SECTION IV.
- ------------------- (SINCE OCTOBER 31, 1995) -----------
<TABLE>
<CAPTION>
Current Price One Price One Price One Percent Increase (Decrease)
-----------------------------------------
Price/ Tang Day After Week After Month After One One One Since
Book Value Conversion Conversion Conversion Day Week Month Conversion
Ticker (%) ($) ($) ($) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
RELI NA 8.375 8.250 NA 4.7 3.1 NA 4.7
CATB NA 10.375 10.625 NA 3.8 6.3 NA 6.3
YFCB NA 9.750 10.125 NA (2.5) 1.3 NA -
GSFC NA 12.875 12.250 12.250 28.8 22.5 22.5 22.5
AMFC NA 10.500 10.500 10.625 5.0 5.0 6.3 6.3
FBER NA 10.000 9.500 9.625 - (5.0) (3.8) (3.8)
LONF NA 10.812 10.625 10.125 8.1 6.3 1.3 1.3
PHFC NA 11.000 11.000 10.690 10.0 10.0 6.9 6.9
SSB NA 12.250 12.250 11.750 22.5 25.0 17.5 17.5
SSM NA 17.500 18.000 17.500 16.7 20.0 16.7 16.7
WHGB NA 11.125 11.060 11.375 11.3 10.6 13.8 13.8
CRZY NA NA 10.750 10.500 NA 7.5 5.0 5.0
PFFB NA 11.375 11.625 11.625 13.8 16.3 16.3 15.0
FCB NA 10.750 11.250 10.750 7.5 12.5 7.5 7.5
CFTP NA 12.625 12.875 12.625 26.3 28.8 26.3 27.5
GAF 77.6 11.375 11.500 11.000 13.8 15.0 10.0 11.3
BYFC NA 10.375 10.250 10.250 3.8 2.5 2.5 3.8
LFBI 83.9 11.313 11.375 11.000 13.1 13.8 10.0 10.0
CLAS 76.2 11.750 11.750 11.500 17.5 17.5 15.0 12.5
HFNC 98.9 13.125 13.375 13.250 31.3 33.8 32.5 40.0
PEEK 80.7 12.125 11.750 11.250 21.3 17.5 12.5 15.6
JOAC 88.8 13.500 13.000 12.500 35.0 30.0 25.0 25.0
AHCI 67.8 10.000 10.310 9.875 - 3.1 (1.3) (5.0)
PDB 96.1 NA 12.875 12.500 NA 28.8 25.0 35.0
PBIX 84.0 12.750 12.750 12.875 27.5 27.5 28.8 30.0
FFIC 98.1 14.219 14.125 14.250 23.6 22.8 23.9 37.0
FWWB 99.2 12.440 12.690 13.125 24.4 26.9 31.3 51.3
Maximum 99.2 17.500 18.000 17.500 35.0 33.8 32.5 51.3
Minimum 67.8 8.375 8.250 9.625 (2.5) (5.0) (3.8) (5.0)
Average 86.5 11.691 17.729 11.784 14.7 15.2 14.6 15.3
Median 84.0 11.375 11.500 11.438 13.8 15.0 14.4 12.5
</TABLE>
SOURCE: SNL & F&C CALCULATIONS
15
<PAGE>
FERGUSON & CO., LLP TABLE IV.4 - RECENT PINK SHEET CONVERSIONS) SECTION IV.
- ------------------- -----------
(SINCE JUNE 30, 1995)
<TABLE>
<CAPTION>
Conversion
Assets IPO Proceeds IPO Price
Ticker Short Name State IPO Date ($000) ($000) ($)
<S> <C> <C> <C> <C> <C> <C>
PATD Patapsco Bancorp, Inc. MD 04/02/96 77,144 7,251 20.000
HFCD Heritage Financial Corp IL 04/01/96 13,127 4,933 10.000
WBIO Washington Bancorp IA 03/12/96 55,202 6,575 10.000
HSSC Home Savings Bank of Siler Cty NC 11/16/95 43,989 8,963 10.000
NCFD NCF Financial Corporation KY 10/15/95 28,988 7,705 10.000
IGSV Illinois Guarantee Savings FSB IL 09/29/95 35,112 5,025 10.000
FSVF First Savings Financial Corp NC 09/25/95 55,283 9,484 10.000
ESBI ESB Bancorp, Incorporated NC 09/21/95 27,915 4,025 10.000
REDW Redwood Financial, Inc. MN 07/10/95 42,714 9,000 8.000
Maximum 77,144 9,484 20.000
Minimum 13,127 4,025 8.000
Average 42,164 6,996 10.889
Median 42,714 7,251 10.000
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
FERGUSON & CO.,LLP TABLE IV.4 - RECENT PINK SHEET CONVERSIONS) SECTION IV.
- ------------------ (SINCE JUNE 30, 1995) -----------
CONVERSION PRICING RATIOS Price
------------------------------------------------
Price/ Price/ Price/ Price/ Current Current Current Current Change
Pro-Forma Pro-Forma Pro-Forma Adjusted Stock Price/ Price/ Tang Price/ Since
Book Value Tang. Book Earnings Assets Price Book Value Book Value Earnings Conversion
Ticker (%) (%) (x) (%) ($) (%) (%) (x) (%)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PATD 60.0 60.0 16.6 8.6 23.000 NA NA NA 15.0
HFCD 62.4 62.4 18.7 27.3 NA NA NA NA NA
WBIO 65.4 65.4 12.7 10.6 11.000 NA NA NA 10.0
HSSC 69.0 NM 21.0 16.9 13.250 88.5 88.5 NA 32.5
NCFD 68.0 68.0 15.3 21.0 13.500 88.8 88.8 NA 35.0
IGSV 69.3 69.3 15.7 12.5 11.250 77.1 77.1 13.4 12.5
FSVF 70.2 70.2 19.6 14.6 11.125 72.3 72.3 NA 11.3
ESBI 66.0 66.0 11.4 12.6 14.500 90.5 90.5 20.1 45.0
REDW 67.3 67.3 11.1 17.4 9.250 75.3 75.3 33.0 15.6
Maximum 70.2 70.2 21.0 27.3 23.000 90.5 90.5 33.0 45.0
Minimum 60.0 60.0 11.1 8.6 9.250 72.3 72.3 13.4 10.0
Average 66.4 66.1 15.8 15.7 13.359 82.1 82.1 22.2 22.1
Median 67.3 66.7 15.7 14.6 12.250 82.8 82.8 20.1 15.3
</TABLE>
SOURCE: SNL & F&C CALCULATIONS
17
<PAGE>
FERGUSON & CO., LLP TABLE IV.5 SECTION IV.
- ------------------- -----------
COMPARISON OF PRICING RATIOS
<TABLE>
<CAPTION>
Group Percent Premium
First Compared to (Discount) Versus
--------------------- ----------------------
Federal Average Median Average Median
--------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
COMPARISON OF PE RATIO AT
MIDPOINT TO:
- -----------------------------
Comparative group 9.2 18.8 18.6 (51.1) (50.5)
Louisiana thrifts 9.2 12.2 12.2 (24.6) (24.6)
Southwest Region thrifts 9.2 13.7 12.9 (32.8) (28.7)
All public thrifts 9.2 13.9 13.4 (33.8) (31.3)
COMPARISON OF PE RATIO AT
MAXIMUM TO:
- -----------------------------
Comparative group 10.3 18.8 18.6 (45.2) (44.6)
Louisiana thrifts 10.3 12.2 12.2 (15.6) (15.6)
Southwest Region thrifts 10.3 13.7 12.9 (24.8) (20.2)
All public thrifts 10.3 13.9 13.4 (25.9) (23.1)
COMPARISON OF PE RATIO AT
SUPERMAXIMUM TO:
- -----------------------------
Comparative group 11.5 18.8 18.6 (38.8) (38.2)
Louisiana thrifts 11.5 12.2 12.2 (5.7) (5.7)
Southwest Region thrifts 11.5 13.7 12.9 (16.1) (10.9)
All public thrifts 11.5 13.9 13.4 (17.3) (14.2)
COMPARISON OF PB RATIO AT
MIDPOINT TO:
- -----------------------------
Comparative group 66.4 86.1 84.4 (22.9) (21.3)
Louisiana thrifts 66.4 107.2 93.4 (38.1) (28.9)
Southwest Region thrifts 66.4 99.5 91.2 (33.3) (27.2)
All public thrifts 66.4 113.8 108.8 (41.7) (39.0)
COMPARISON OF PB RATIO AT
MAXIMUM TO:
- -----------------------------
Comparative group 70.2 86.1 84.4 (18.5) (16.8)
Louisiana thrifts 70.2 107.2 93.4 (34.5) (24.8)
Southwest Region thrifts 70.2 99.5 91.2 (29.4) (23.0)
All public thrifts 70.2 113.8 108.8 (38.3) (35.5)
COMPARISON OF PB RATIO AT
SUPERMAXIMUM TO:
- -----------------------------
Comparatative group 73.9 86.1 84.4 (14.2) (12.4)
Louisiana thrifts 73.9 107.2 93.4 (31.1) (20.9)
Southwest Region thrifts 73.9 99.5 91.2 (25.7) (19.0)
All public thrifts 73.9 113.8 108.8 (35.1) (32.1)
</TABLE>
SOURCE: SNL & F&C CALCULATIONS
18
<PAGE>
FERGUSON & CO., LLP FIGURE IV.I - SNL INDEX SECTION IV.
- ------------------- -----------
<TABLE>
<CAPTION>
PERCENT CHANGE SINCE
-------------------------------
SNL PREVIOUS
DATE INDEX DATE 12/31/94 12/31/95
---- ----- ---- -------- --------
<S> <C> <C> <C> <C>
12/31/90 96.6
12/31/91 143.9 49.0%
12/31/92 201.1 39.7%
12/31/93 252.5 25.6%
12/31/94 244.7 -3.1%
3/31/95 278.4 13.8% 13.8%
6/30/95 313.5 12.6% 28.1%
9/30/95 362.3 15.6% 48.1%
12/31/95 376.5 3.9% 53.9%
3/31/96 382.1 1.5% 56.2% 1.5%
4/30/96 377.2 -1.3% 54.1% 0.2%
</TABLE>
[GRAPH APPEARS HERE]
SOURCE: SNL & F&C CALCULATIONS
19
<PAGE>
FERGUSON & CO., LLP FIGURE IV.2 - INTEREST RATES SECTION IV.
- ------------------- ---------------------------- -----------
<TABLE>
<CAPTION>
----------------------------------------------------------------------
1 YEAR 5 YEAR 10 YEAR 30 YEAR
FED FDS (*) T-BILL TREAS. TREAS. TREAS.
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
11/17/95 5.74 5.42 5.71 5.96 6.26
12/1/95 5.91 5.39 5.59 5.82 6.17
12/15/95 5.73 5.34 5.55 5.72 6.04
12/29/95 5.48 5.20 5.44 5.64 5.97
1/26/96 5.44 5.03 5.35 5.64 6.00
2/23/96 5.17 5.02 5.52 5.97 6.35
3/15/96 5.24 5.39 6.02 6.35 6.69
3/22/96 5.36 5.43 6.08 6.36 6.72
3/29/96 5.22 5.41 6.08 6.32 6.70
4/5/96 5.30 5.41 6.06 6.26 6.68
4/12/96 5.08 5.61 6.42 6.60 6.96
4/19/96 5.24 5.50 6.32 6.52 6.88
4/26/96 5.24 5.50 6.31 6.53 6.88
5/3/96 5.30 5.60 6.37 6.64 6.96
</TABLE>
(*) Seven-day average for week ending two days earlier than date
shown.
----------------------------------------------------------------------
[GRAPH]
SOURCE: FEDERAL RESERVE BANK OF ST. LOUIS,
MISSOURI, U.S. FINANCIAL DATA. 20
<PAGE>
EXHIBITS
<PAGE>
EXHIBIT I
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT I- FIRM QUALIFICATIONS
Ferguson & Co., LLP (F&C), is a financial, economic, and regulatory
consulting firm providing services to financial institutions. It is located in
Irving, Texas. Its services to financial institutions include:
. Mergers and acquisition services
. Business plans
. Fairness opinions and conversion appraisals
. Litigation support
. Operational and efficiency consulting
. Human resources evaluation and management
F&C developed several financial institution databases of information
derived from periodic financial reports filed with regulatory authorities by
financial institutions. For example, F&C developed TAFS and BankSource. TAFS
includes thrifts filing TFR's with the OTS and BankSource includes banks and
savings banks filing call reports with the FDIC. Both databases of information
include information from the periodic reports plus numerous calculations derived
from F&C's analysis. In addition, both databases are interactive, permitting the
user to conduct merger analysis, do peer group comparisons, and a number of
other items. F&C recently sold its electronic publishing segment to Sheshunoff
Information Services Inc., Austin, Texas.
Brief biographical information is presented below on F&C's principals:
WILLIAM C. FERGUSON, MANAGING PARTNER
- -------------------------------------
Mr. Ferguson has approximately 30 years of experience providing various services
to financial institutions. He was a partner in a CPA firm prior to founding F&C
in 1984. Mr. Ferguson is a frequent speaker for financial institution seminars
and he has testified before Congressional Committees several times on his
analysis of the state of the thrift industry. Mr. Ferguson has a B.A. degree
from Austin Peay University and an M.S. degree from the University of Tennessee.
He is a CPA.
1
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT I- FIRM QUALIFICATIONS
CHARLES M. HEBERT, PRINCIPAL
- ----------------------------
Mr. Hebert has over 30 years of experience providing services to and managing
financial institutions. He spent 7 years as a national bank examiner, 14 years
in bank management, 5 years in thrift management, and has spent the last 7 years
on the F&C consulting staff. Mr. Hebert holds a B.S. degree from Louisiana State
University.
ROBIN L. FUSSELL, PRINCIPAL
- ---------------------------
Mr. Fussell has over 25 years of experience providing professional services to
and managing financial institutions. He worked on the audit staff of a "Big Six"
accounting firm for 12 years, served as CFO of a thrift for 3 years, and has
worked in financial institution consulting for the last 12 years. He is a
co-founder of F&C. He holds a B.S. degree from East Carolina University. He is a
CPA.
2
<PAGE>
EXHIBIT II
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT 11.1 - SELECTED PUBLICLY HELD SOUTHWEST THRIFTS
<TABLE>
<CAPTION>
Deposit
Ins.
Agency
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date
<S> <C> <C> <C> <C> <C> <C> <C>
CBSA Coastal Bancorp, Inc. Houston TX SW SAIF NASDAQ NA
CZF CitiSave Financial Corp Baton Rouge LA SW SAIF AMSE 07/14/95
ETFS East Texas Financial Services Tyler TX SW SAIF NASDAQ 01/10/95
FBHC Fort Bend Holding Corp. Rosenberg TX SW SAIF NASDAQ 06/30/93
FFBA First Colorado Bancorp, Inc. Lakewood CO SW SAIF NASDAQ 01/02/96
FSBC First Savings Bank, FSB Clovis NM SW SAIF NASDAQ 08/08/86
GUPB GFSB Bancorp, Inc. Gallup NM SW SAIF NASDAQ 06/30/95
ISBF ISB Financial Corporation New Iberia LA SW SAIF NASDAQ 04/07/95
JXVL Jacksonville Bancorp, Inc. Jacksonville TX SW SAIF NASDAQ 04/01/96
LBFI L & B Financial, Inc. Sulphur Springs TX SW BIF NASDAQ 10/11/94
LOAN Horizon Bancorp Austin TX SW SAIF NASDAQ NA
MERI Meritrust Federal SB Thibodaux LA SW SAIF NASDAQ NA
MORG Morgan Financial Corp. Fort Morgan CO SW SAIF NASDAQ 01/11/93
TSH Teche Holding Co. Franklin LA SW SAIF AMSE 04/19/95
<CAPTION>
Current Current Price/ Current Current Current
Stock Market LTM Price/ Price/ T. Price/ Dividend
Price Value Core EPS Book V. Book V. Assets Yield
Ticker ($) ($M) (x) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C> <C> <C>
CBSA 18.250 90.48 9.61 97.28 119.83 3.22 2.192
CZF 14.625 14.11 NA 91.18 91.29 18.04 2.051
ETFS 15.750 17.86 18.53 83.29 83.29 16.35 1.270
FBHC 18.500 15.12 10.57 87.84 87.84 6.39 1.514
FFBA 12.125 243.68 NA 100.87 102.15 16.33 2.474
FSBC 6.310 4.39 13.15 78.09 78.09 3.75 0.000
GUPB 14.375 13.64 NA 84.26 84.26 20.41 2.783
ISBF 15.500 114.40 NA 95.62 95.68 18.79 0.000
JXVL 10.000 26.57 NA NA NA NA 4.232
LBFI 15.000 25.01 17.65 97.21 97.21 17.42 2.667
LOAN 11.250 15.60 12.64 149.40 154.75 12.30 1.422
MERI 33.000 25.55 12.18 151.24 151.24 11.25 1.818
MORG 11.000 9.10 15.28 86.34 86.34 12.86 2.182
TSH 13.250 54.24 NA 90.82 90.82 17.07 3.774
Maximum 33.000 243.68 18.53 151.24 154.75 20.41 4.23
Minimum 6.310 4.39 9.61 78.09 78.09 3.22 -
Average 14.924 47.84 13.70 99.50 101.75 13.40 2.03
Median 14.500 21.44 12.90 91.18 91.29 16.33 2.12
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 1
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT II.1 - SELECTED PUBLICLY HELD SOUTHWEST THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Asset EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CBSA 2,806,740 3.31 2.71 1.90 0.37 10.64 N 0.67 8.15 0.56 0.40 12.10
CZF 78,218 18.28 18.26 NA 1.12 8.56 N 0.20 14.06 0.26 1.27 6.99
ETFS 114,961 19.63 19.63 0.85 0.89 4.58 N 0.45 23.16 0.17 0.74 3.81
FBHC 241,761 7.27 7.27 1.75 0.74 10.08 N 1.37 10.76 0.43 0.80 10.82
FFBA 1,492,600 16.19 16.02 NA 0.98 NA N NA NA NA 1.17 7.21
FSBC 116,966 4.80 4.80 0.48 0.34 7.76 N 1.44 157.75 0.01 0.15 3.07
GUPB 66,821 24.23 24.23 NA 1.40 NA N NA 23.96 0.15 0.89 3.37
ISBF 608,830 19.66 19.65 NA 1.26 7.14 N 0.36 15.50 0.25 1.14 5.78
JXVL 198,081 10.47 10.47 NA 0.74 NA N 1.41 NA NA 0.81 NA
LBFI 143,572 17.92 17.92 0.85 1.09 5.72 N 0.57 17.05 0.22 1.02 5.63
LOAN 126,884 8.64 8.37 0.89 1.53 17.40 N 0.15 17.58 0.16 1.12 12.44
MERI 227,121 7.44 7.44 2.71 1.02 14.10 N NA 12.89 0.64 1.02 13.73
MORG 70,748 14.90 14.90 0.72 0.97 6.13 N 0.06 16.18 0.17 0.88 5.79
TSH 328,426 18.80 18.80 NA 1.18 NA N NA 15.06 0.22 1.12 5.89
Maximum 2,806,740 24.23 24.23 2.71 1.53 17.40 1.44 157.75 0.64 1.27 13.73
Minimum 66,821 3.31 2.71 0.48 0.34 4.58 0.06 8.15 0.01 0.15 3.07
Average 472,981 13.68 13.61 1.27 0.97 9.21 0.67 27.68 0.27 0.90 7.43
Median 170,827 15.55 15.46 0.87 1.00 8.16 0.51 15.84 0.22 0.96 5.89
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 2
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT II.2-SELECTED PUBLICLY HELD LOUISIANA THRIFTS
<TABLE>
<CAPTION>
Deposit Current Current
Ins. Stock Market
Agency Price Value
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CZF CitiSave Financial Corp Baton Rouge LA SW SAIF AMSE 07/14/95 14.625 14.11
ISBF ISB Financial Corporation New Iberia LA SW SAIF NASDAQ 04/07/95 15.500 114.40
MERI Meritrust Federal SB Thibodaux LA SW SAIF NASDAQ NA 33.000 25.55
TSH Teche Holding Co. Franklin LA SW SAIF AMSE 04/19/95 13.250 54.24
Maximum 33.000 114.40
Minimum 13.250 14.11
Average 19.094 52.08
Median 15.063 39.90
<CAPTION>
Price/ Current Current Current
LTM Price/ Price/ T. Price/ Dividend
Core EPS Book V. Book V. Assets Yield
(x) (%) (%) (%) (%)
Ticker
<S> <C> <C> <C> <C> <C>
CZF NA 91.18 91.29 18.04 2.051
ISBF NA 95.62 95.68 18.79 0.000
MERI 12.18 151.24 151.24 11.25 1.818
TSH NA 90.82 90.82 17.07 3.774
Maximum 12.18 151.24 151.24 18.79 3.77
Minimum 12.18 90.82 90.82 11.25 -
Average 12.18 107.22 107.26 16.29 1.91
Median 12.18 93.40 93.49 17.56 1.93
</TABLE>
Source: SNL & F&C CALCULATIONS 3
<PAGE>
FERGUSON & C0., LLP EXHIBIT II.2 - SELECTED PUBLICLY MARKET DATA AS OF
- ------------------- HELD LOUISIANA THRIFTS APRIL 30,1996
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CZF 78,218 18.28 18.26 NA 1.12 8.56 N 0.20 14.06 0.26 1.27 6.99
ISBF 608,830 19.66 19.65 NA 1.26 7.14 N 0.36 15.50 0.25 1.14 5.78
MERI 227,121 7.44 7.44 2.71 1.02 14.10 N NA 12.89 0.64 1.02 13.73
TSH 328,426 18.80 18.80 NA 1.18 NA N NA 15.06 0.22 1.12 5.89
Maximum 608,830 19.66 19.65 2.71 1.26 14.10 0.36 15.50 0.64 1.27 13.73
Minimum 78,218 7.44 7.44 2.71 1.02 7.14 0.20 12.89 0.22 1.02 5.78
Average 310,649 16.05 16.04 2.71 1.15 9.93 0.28 14.38 0.34 1.14 8.10
Median 277,774 18.54 18.53 2.71 1.15 8.56 0.28 14.56 0.26 1.13 6.44
</TABLE>
4
<PAGE>
FERGUSON & CO., LLP EXHIBIT II.3 - COMPARATIVES GENERAL
- -------------------
<TABLE>
<CAPTION>
Total Current Current
Number Assets Stock Market
of ($000) Price Value
Ticker Short Name City State Offices Mst RctQ IPO Date ($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BRFC Bridgeville Savings Bank Bridgeville PA 1 56,166 10/07/94 14.000 15.74
CCFH CCF Holding Company Jonesboro GA 3 79,578 07/12/95 12.125 13.71
CZF CitiSave Financial Corp Baton Rouge LA 5 78,218 07/14/95 14.625 14.11
GUPB GFSB Bancorp, Inc. Gallup NM 1 66,821 06/30/95 14.375 13.64
GWBC Gateway Bancorp, Inc. Catlettsburg KY 2 73,409 01/18/95 14.250 17.09
HFSA Hardin Bancorp, Inc. Hardin MO 3 82,651 09/29/95 12.000 12.70
HHFC Harvest Home Financial Corp. Cheviot OH 3 70,314 10/10/94 12.250 10.97
KYF Kentucky First Bancorp, Inc Cynthiana KY 2 74,186 08/29/95 12.250 17.01
MIVI Mississippi View Holding Co. Little Falls MN 1 68,334 03/24/95 11.500 11.59
NSLB NS&L Bancorp, Inc. Neosho MO 2 56,552 06/08/95 13.250 11.80
PCBC Perry County Financial Corp. Perryville MO 1 77,318 02/13/95 17.000 14.56
TRIC Tri-County Bancorp, Inc. Torrington WY 2 65,766 09/30/93 17.500 11.21
Maximum 5 82,651 17.500 17.09
Minimum 1 56,166 11.500 10.97
Average 2 70,776 13.760 13.68
Median 2 71,862 13.625 13.68
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 5
<PAGE>
<TABLE>
<CAPTION>
Net Income Loan Total Total
Average Before Return on Return on Loss Noninterest Noninterest
Assets Net Income Extra Items Avg Assets Avg Equity Provision Income Expense
($000) ($000) ($000) (%) (%) ($000) ($000) ($000)
Short Name LTM LTM LTM LTM LTM LTM LTM LTM
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bridgeville Savings Bank 51,888 679 679 1.31 4.32 3 101 1,525
CCF Holding Company 76,005 651 651 0.86 6.13 18 367 2,070
CitiSave Financial Corp 74,567 835 835 1.12 8.56 1 1,074 2,599
GFSB Bancorp, Inc. 52,208 733 733 1.40 5.85 42 10 1,037
Gateway Bancorp, Inc. 71,874 821 821 1.14 5.85 20 10 893
Hardin Bancorp, Inc. 78,066 433 433 0.55 4.35 0 261 1,509
Harvest Home Financial Corp. 69,706 616 616 0.88 4.75 9 51 1,370
Kentucky First Bancorp, Inc 66,244 467 467 0.70 3.97 216 129 1,390
Mississippi View Holding Co. 68,053 895 895 1.32 7.10 11 146 1,537
NS&L Bancorp, Inc. NA NA NA NA NA NA NA NA
Perry County Financial Corp. 75,637 756 756 1.00 5.18 0 25 887
Tri-County Bancorp, Inc. 64,049 649 649 1.01 4.95 0 139 1,458
Maximum 78,066 895 895 1.40 8.56 216 1,074 2,599
Minimum 51,888 433 433 0.55 3.97 0 10 887
Average 68,027 685 685 1.03 5.55 29 210 1,480
Median 69,706 679 679 1.01 5.18 9 129 1,458
<CAPTION>
Net Loan Common
Chargeoffs/ LTM EPS Dividends
Avg Loans After Extra Per Share
(%) ($) ($)
Short Name LTM LTM LTM
<S> <C> <C> <C>
Bridgeville Savings Bank 0.00 0.62 0.350
CCF Holding Company NA NA NA
CitiSave Financial Corp 0.15 NA NA
GFSB Bancorp, Inc. NA NA NA
Gateway Bancorp, Inc. 0.00 NA NA
Hardin Bancorp, Inc. NA NA NA
Harvest Home Financial Corp. NA 0.67 0.26
Kentucky First Bancorp, Inc 0.00 NA NA
Mississippi View Holding Co. NA NA NA
NS&L Bancorp, Inc. NA NA NA
Perry County Financial Corp. 0.00 NA NA
Tri-County Bancorp, Inc. 0.00 1.02 0.370
Maximum 0.15 1.02 0.370
Minimum - 0.62 0.260
Average 0.03 0.77 0.327
Median - 0.67 0.350
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 6
<PAGE>
FERGUSON & CO., LLP EXHIBIT II.4 - COMPARATIVES OPERATIONS
- -------------------
<TABLE>
<CAPTION>
Dividend Interest Interest Net Interest Gain on Real Noninterest G&A
Payout Income/ Expense/ Income/ Sale/ Estate Income/ Expense/
Ratio Avg Assets Avg Assets Avg Assets Avg Assets Expense Avg Assets Avg Assets
(%) (%) (%) (%) (%) ($000) (%) (%)
Short Name LTM LTM LTM LTM LTM LTM LTM LTM
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bridgeville Savings Bank 56.45 7.37 2.65 4.73 0.00 0 0.19 2.94
CCF Holding Company NA 6.83 3.39 3.44 0.00 (32) 0.48 2.77
CitiSave Financial Corp NA 7.01 3.37 3.64 0.09 (8) 1.44 3.47
GFSB Bancorp, Inc. NA 8.00 3.74 4.26 0.00 (7) 0.02 2.00
Gateway Bancorp, Inc. NA 6.71 3.72 3.00 0.00 0 0.01 1.24
Hardin Bancorp, Inc. NA 6.79 4.35 2.45 (0.02) (3) 0.33 1.93
Harvest Home Financial Corp. 38.81 7.05 3.81 3.24 0.00 0 0.07 1.97
Kentucky First Bancorp, Inc NA 6.94 3.67 3.28 0.00 0 0.19 2.10
Mississippi View Holding Co. NA 7.42 3.44 3.98 0.10 8 0.21 2.25
NS&L Bancorp, Inc. NA NA NA NA NA NA NA 2.21
Perry County Financial Corp. NA 6.61 3.91 2.70 0.00 0 0.03 1.17
Tri-County Bancorp, Inc. 36.27 7.18 3.64 3.54 0.05 0 0.22 2.28
Maximum 56.45 8.00 4.35 4.73 0.10 8 1.44 3.47
Minimum 36.27 6.61 2.65 2.45 (0.02) (32) 0.01 1.17
Average 43.84 7.08 3.61 3.48 0.02 (4) 0.29 2.19
Median 38.81 7.01 3.67 3.44 - 0 0.19 2.16
<CAPTION>
Noninterest Net Oper Total
Expense/ Expenses/ Nonrecurring
Avg Assets Avg Assets Expense
(%) (%) ($000)
Short Name LTM LTM LTM
<S> <C> <C> <C>
Bridgeville Savings Bank 2.94 2.74 0
CCF Holding Company 2.72 2.28 0
CitiSave Financial Corp 3.49 2.03 0
GFSB Bancorp, Inc. 1.99 1.98 0
Gateway Bancorp, Inc. 1.24 1.23 0
Hardin Bancorp, Inc. 1.93 1.59 0
Harvest Home Financial Corp. 1.97 1.89 0
Kentucky First Bancorp, Inc 2.10 1.90 0
Mississippi View Holding Co. 2.26 2.03 0
NS&L Bancorp, Inc. NA NA NA
Perry County Financial Corp. 1.17 1.14 0
Tri-County Bancorp, Inc. 2.28 2.06 0
Maximum 3.49 2.74 0
Minimum 1.17 1.14 0
Average 2.19 1.90 0
Median 2.10 1.98 0
</TABLE>
SOURCE: SNL & F&C CALCULATIONS
7
<PAGE>
FERGUSON & CO., LLP EXHIBIT 11.4-COMPARATIVES OPERATIONS
- -------------------
<TABLE>
<CAPTION>
Amortization Extra and Core Yield on
of Tax After Tax Efficiency Income/ Preferred Int Earning
Intangibles Provision Items Ratio Avg Assets Dividends Assets
($000) ($000) ($000) (%) (%) ($000) (%)
Short Name LTM LTM LTM LTM LTM LTM LTM
<S> <C> <C> <C> <C> <C> <C> <C>
Bridgeville Savings Bank 0 346 0 59.73 1.31 0 8.24
CCF Holding Company 0 323 0 70.58 0.79 NA 6.97
CitiSave Financial Corp 17 418 0 68.37 1.06 0 7.35
GFSB Bancorp, Inc. 0 424 0 46.69 1.40 NA 8.13
Gateway Bancorp, Inc. 0 430 0 41.27 1.14 0 6.81
Hardin Bancorp, Inc. 9 215 0 69.26 0.57 NA 7.05
Harvest Home Financial Corp. 0 315 0 59.31 0.88 0 7.20
Kentucky First Bancorp, Inc 0 226 0 60.46 0.70 0 7.59
Mississippi View Holding Co. 0 563 0 53.56 1.17 0 7.79
NS&L Bancorp, Inc. NA NA NA NA NA NA NA
Perry County Financial Corp. 0 447 0 42.89 0.98 0 6.71
Tri-County Bancorp, Inc. 0 330 0 60.62 0.98 0 7.38
Maximum 17 563 0 70.58 1.40 0 8.24
Minimum 0 215 0 41.27 0.57 0 6.71
Average 2 367 0 57.52 1.00 0 7.38
Median 0 346 0 59.73 0.98 0 7.35
<CAPTION>
Cost of Interest Loss
Int Bearing Effective Yield Prov./
Liabilities Tax Rate Spread Avg Assets
(%) (%) (%) (%)
Short Name LTM LTM LTM LTM
<S> <C> <C> <C> <C>
Bridgeville Savings Bank 4.16 33.76 4.08 0.01
CCF Holding Company 4.01 33.16 2.96 0.02
CitiSave Financial Corp 4.15 33.36 3.20 0.00
GFSB Bancorp, Inc. 4.98 36.65 3.15 0.08
Gateway Bancorp, Inc. 4.70 34.37 2.11 0.03
Hardin Bancorp, Inc. 5.03 33.18 2.02 -
Harvest Home Financial Corp. 4.72 33.83 2.48 0.01
Kentucky First Bancorp, Inc 4.49 32.61 3.10 0.33
Mississippi View Holding Co. 4.27 38.61 3.52 0.02
NS&L Bancorp, Inc. NA NA NA NA
Perry County Financial Corp. 4.89 37.16 1.82 -
Tri-County Bancorp, Inc. 4.66 33.71 2.72 -
Maximum 5.03 38.61 4.08 0.33
Minimum 4.01 32.61 1.82 -
Average 4.55 34.58 2.83 0.04
Median 4.66 33.76 2.96 0.01
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 8
<PAGE>
FERGUSON & CO., LLP EXHIBIT II.5 - COMPARATIVES PRICING
- -------------------
<TABLE>
<CAPTION>
Current Current Price/ Current
Stock Market LTM Price/
Abbreviated Price Value Core EPS Book V.
Ticker Name City State ($) ($M) (x) (%)
<S> <C> <C> <C> <C> <C> <C> <C>
BRFC BridgevilleSB-PA Bridgeville PA 14.000 15.74 22.58 99.50
CCFH CCFHoldingCo-GA Jonesboro GA 12.125 13.71 NA 78.94
CZF CitiSaveFinCorp-LA Baton Rouge LA 14.625 14.11 NA 91.18
GUPB GFSBBancorp-NM Gallup NM 14.375 13.64 NA 84.26
GWBC GatewayBancorp-KY Catlettsburg KY 14.250 17.09 NA 89.06
HFSA HardinBancorp-MO Hardin MO 12.000 12.70 NA 80.00
HHFC HarvestHome-OH Cheviot OH 12.250 10.97 18.28 83.62
KYF KYFirstBancorp-KY Cynthiana KY 12.250 17.01 NA 86.27
MIVI MissViewHoldCo-MN Little Falls MN 11.500 11.59 NA 84.56
NSLB NS&LBancorp-MO Neosho MO 13.250 11.80 NA 81.94
PCBC PerryCountyFin-MO Perryville MO 17.000 14.56 NA 90.28
TRIC TriCBancorp,Inc-WY Torrington WY 17.500 11.21 17.68 83.10
Maximum 17.500 17.09 22.58 99.50
Minimum 11.500 10.97 17.68 78.94
Average 13.760 13.68 19.51 86.06
Median 13.625 13.68 18.28 84.41
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 9
<PAGE>
FERGUSON & CO., LLP EXHIBIT II.5-COMPARATIVE PRICING
- -------------------
<TABLE>
<CAPTION>
Tangible ROAA
Current Current Total Equity/ Equity/ Core Before
Price/T. Price/ Dividend Assets Assets T. Assets EPS Extra
Book V. Assets Yield ($000) (%) (%) ($) (%)
Ticker (%) (%) (%) MRQ MRQ MRQ LTM LTM
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BRFC 99.50 28.02 2.286 56,166 28.15 28.15 0.62 1.31
CCFH 78.94 17.05 3.299 79,578 21.60 21.60 NA 0.86
CZF 91.29 18.04 2.051 78,218 18.28 18.26 NA 1.12
GUPB 84.26 20.41 2.783 66,821 24.23 24.23 NA 1.40
GWBC 89.06 23.29 2.807 73,409 25.17 25.17 NA 1.14
HFSA 80.00 15.36 3.333 82,651 19.20 19.20 NA 0.55
HHFC 83.62 15.60 3.265 70,314 18.65 18.65 0.67 0.88
KYF 86.27 22.93 4.082 74,186 26.58 26.58 NA 0.70
MIVI 84.56 16.96 2.783 68,334 20.07 20.07 NA 1.32
NSLB 81.94 20.07 3.774 56,552 24.49 24.49 NA NA
PCBC 90.28 18.83 1.765 77,318 20.86 20.86 NA 1.00
TRIC 83.10 17.05 2.857 65,766 20.52 20.52 0.99 1.01
Maximum 99.50 28.02 4.082 82,651 28.15 28.15 0.99 1.40
Minimum 78.94 15.36 1.765 56,166 18.28 18.26 0.62 0.55
Average 86.07 19.47 2.924 70,776 22.32 22.32 0.76 1.03
Median 84.41 18.44 2.832 71,862 21.23 21.23 0.67 1.01
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 10
<PAGE>
FERGUSON & CO., LLP EXHIBIT II.5 -
- ------------------- COMPARATIVES PRICING
<TABLE>
<CAPTION>
ROACE ROAA ROACE
Before NPAs/ Price/ Core Before Before
Extra Merger Current Assets Core EPS Extra Extra
(%) Target? Pricing (%) EPS ($) (%) (%)
Ticker LTM (Y/N) Date MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BRFC 4.32 N 04/30/96 0.00 23.33 0.15 1.25 4.24
CCFH NA N 04/30/96 0.45 18.95 0.16 0.92 4.27
CZF 8.56 N 04/30/96 0.20 14.06 0.26 1.27 6.99
GUPB NA N 04/30/96 NA 23.96 0.15 0.89 3.37
GWBC 5.85 N 04/30/96 0.06 16.19 0.22 1.43 5.44
HFSA NA N 04/30/96 0.11 18.75 0.16 0.77 3.98
HHFC 4.75 N 04/30/96 0.18 20.42 0.15 0.73 3.97
KYF 3.97 N 04/30/96 NA 18.01 0.17 1.17 4.34
MIVI 7.10 N 04/30/96 NA 15.13 0.19 1.50 7.51
NSLB NA N 04/30/96 0.06 19.49 0.17 1.05 4.38
PCBC 5.18 N 04/30/96 0.05 18.48 0.23 0.93 4.50
TRIC 4.95 N 04/30/96 0.34 18.23 0.24 0.98 4.82
Maximum 8.56 0.45 23.96 0.26 1.50 7.51
Minimum 3.97 - 14.06 0.11 0.73 3.37
Average 5.59 0.16 18.75 0.19 1.07 4.82
Median 5.07 0.11 18.62 0.17 1.02 4.36
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 11
<PAGE>
FERGUSON & CO., LLP EXHIBIT 11.6 - COMPARATIVES BALANCE SHEETS
- -------------------
<TABLE>
<CAPTION>
Total Mortgage- Investment & Loan
Total Cash and Backed Net Foreclosed Servicing
Assets Investments Securities Loans Real Estate Rights
($000) ($000) ($000) ($000) ($000) ($000)
Short Name MRQ MRQ MRQ MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C>
Bridgeville Savings Bank 56,166 33,219 20,682 20,681 1,387 0
CCF Holding Company 79,578 31,067 9,533 NA 0 0
CitiSave Financial Corp 78,218 34,380 2,565 41,710 39 0
GFSB Bancorp, Inc. 66,821 31,935 25,254 33,926 0 0
Gateway Bancorp, Inc. 73,409 55,607 27,618 16,920 0 0
Hardin Bancorp, Inc. 82,651 39,853 25,393 41,541 0 0
Harvest Home Financial Corp. 70,314 30,399 5,623 38,465 0 0
Kentucky First Bancorp, Inc 74,186 32,153 13,486 39,852 0 0
Mississippi View Holding Co. 68,334 23,168 4,867 41,066 13 0
NS&L Bancorp, Inc. 56,552 27,220 5,750 NA 0 0
Perry County Financial Corp. 77,318 67,262 31,100 NA 0 0
Tri-County Bancorp, Inc. 65,766 37,269 12,026 25,091 205 0
Maximum 82,651 67,262 31,100 41,710 1,387 -
Minimum 56,166 23,168 2,565 16,920 - -
Average 70,776 36,961 15,325 33,250 137 -
Median 71,862 32,686 12,756 38,465 - -
<CAPTION>
Total Other Total Total
Intangibles Assets Deposits Borrowings
($000) ($000) ($000) ($000)
MRQ MRQ MRQ MRQ
<S> <C> <C> <C> <C>
Bridgeville Savings Bank 0 879 33,523 5,332
CCF Holding Company 0 1,493 61,165 0
CitiSave Financial Corp 17 2,072 62,514 0
GFSB Bancorp, Inc. 0 960 39,758 10,000
Gateway Bancorp, Inc. 0 882 53,288 0
Hardin Bancorp, Inc. 0 1,257 66,219 0
Harvest Home Financial Corp. 0 1,450 56,619 0
Kentucky First Bancorp, Inc 0 2,181 50,291 3,726
Mississippi View Holding Co. 0 1,952 54,103 0
NS&L Bancorp, Inc. 0 1,451 41,940 0
Perry County Financial Corp. 0 1,092 60,565 0
Tri-County Bancorp, Inc. 0 3,116 44,583 7,000
Maximum 17 3,116 66,219 10,000
Minimum - 879 33,523 -
Average 1 1,565 52,047 2,172
Median - 1,451 53,696 -
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 12
<PAGE>
FERGUSON & CO., LLP EXHIBIT II.6 - COMPARARIVE BALANCE SHEETS
- -------------------
<TABLE>
<CAPTION>
Regulatory Regulatory
Subordinated Other Total Preferred Common Total Tangible Core
Debt Liabilities Liabilities Equity Equity Equity Capital Capital
($000) ($000) ($000) ($000) ($000) ($000) ($000) ($000)
Short Name MRQ MRQ MRQ MRQ MRQ MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bridgeville Savings Bank 0 1,498 40,353 0 15,813 15,813 15,408 15,408
CCF Holding Company 0 1,226 62,391 0 17,187 17,187 NA NA
CitiSave Financial Corp 0 1,404 63,918 0 14,300 14,300 9,788 9,788
GFSB Bancorp, Inc. 0 874 50,632 0 16,189 16,189 NA NA
Gateway Bancorp, Inc. 0 1,643 54,931 0 18,478 18,478 16,222 16,222
Hardin Bancorp, Inc. 0 562 66,781 0 15,870 15,870 10,930 10,930
Harvest Home Financial Corp. 0 581 57,200 0 13,114 13,114 NA NA
Kentucky First Bancorp, Inc 0 448 54,465 0 19,721 19,721 16,799 16,799
Mississippi View Holding Co. 0 519 54,622 0 13,712 13,712 10,692 10,692
NS&L Bancorp, Inc. 0 765 42,705 0 13,847 13,847 9,947 9,947
Perry County Financial Corp. 0 626 61,191 0 16,127 16,127 11,765 11,765
Tri-County Bancorp, Inc. 0 687 52,270 0 13,496 13,496 11,061 11,061
Maximum - 1,643 66,781 - 19,721 19,721 16,799 16,799
Minimum - 448 40,353 - 13,114 13,114 9,788 9,788
Average - 903 55,122 - 15,655 15,655 12,512 12,671
Median - 726 54,777 - 15,842 15,842 11,061 11,061
<CAPTION>
Regulatory
Total Tangible
Capital Capital/
($000) Tangible
Short Name MRQ Assets (%)
<S> <C> <C>
Bridgeville Savings Bank 15,549 27.63
CCF Holding Company NA 15.50
CitiSave Financial Corp 9,842 12.85
GFSB Bancorp, Inc. NA 18.19
Gateway Bancorp, Inc. 16,302 23.25
Hardin Bancorp, Inc. 11,009 13.87
Harvest Home Financial Corp. NA NA
Kentucky First Bancorp, Inc 17,167 22.86
Mississippi View Holding Co. 11,092 15.50
NS&L Bancorp, Inc. 9,945 18.71
Perry County Financial Corp. 11,774 16.00
Tri-County Bancorp, Inc. 11,355 17.26
Maximum 17,167 27.63
Minimum 9,842 12.85
Average 12,671 18.33
Median 11,355 17.26
</TABLE>
Source: SNL F&C calculations 13
<PAGE>
<TABLE>
<CAPTION>
Loan Loss Publicly Tangible Earn Assets/
Core Risk-Based NPAs/ Reserves/ Reserves/ Reported Publicly Rep Int Bearing
Capital/ Capital/ Assets Assets NPLs Book Value Book Value Liabilities
Adj Tangible Risk-Weightd (%) (%) (%) ($) ($) (%)
Short Name Assets (%) Assets (%) MRQ MRQ MRQ MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bridgeville Savings Bank 27.63 83.13 0.00 0.25 NM 14.07 14.07 137.14
CCF Holding Company 15.50 38.76 0.45 0.53 117.50 15.36 15.36 127.81
CitiSave Financial Corp 12.85 29.87 0.20 0.10 69.49 16.04 16.02 125.59
GFSB Bancorp, Inc. 18.19 48.36 NA 0.47 NA 17.06 17.06 136.36
Gateway Bancorp, Inc. 23.25 80.78 0.06 0.11 188.37 16.00 16.00 136.57
Hardin Bancorp, Inc. 13.87 35.60 0.11 0.14 124.21 15.00 15.00 123.27
Harvest Home Financial Corp. NA NA 0.18 0.16 86.72 14.65 14.65 121.20
Kentucky First Bancorp, Inc 22.86 44.61 NA 0.50 NA 14.20 14.20 133.92
Mississippi View Holding Co. 15.50 33.33 NA 1.29 NA 13.60 13.60 122.68
NS&L Bancorp, Inc. 18.71 51.57 0.06 0.07 108.57 16.17 16.17 130.51
Perry County Financial Corp. 16.00 89.38 0.05 0.01 27.03 18.83 18.83 125.56
Tri-County Bancorp, Inc. 17.26 44.71 0.34 0.64 NM 21.06 21.06 124.72
Maximum 27.63 89.38 0.45 1.29 188.37 21.06 21.60 137.14
Minimum 12.85 29.87 - 0.01 27.03 13.60 13.60 121.20
Average 18.33 52.74 0.16 0.36 103.13 16.00 16.00 128.78
Median 17.26 44.71 0.11 0.21 108.57 15.68 15.68 127
<CAPTION>
Full-Time Loans
Equivalent Serviced
Employees For Others
(Actual) ($000)
Short Name
Bridgeville Savings Bank 13 0
CCF Holding Company NA NA
CitiSave Financial Corp 29 1,743
GFSB Bancorp, Inc. NA 0
Gateway Bancorp, Inc. 9 0
Hardin Bancorp, Inc. 18 4,999
Harvest Home Financial Corp. NA NA
Kentucky First Bancorp, Inc 21 0
Mississippi View Holding Co. NA NA
NS&L Bancorp, Inc. NA 0
Perry County Financial Corp. NA NA
Tri-County Bancorp, Inc. 18 248
Maximum 29 4,999
Minimum 9 -
Average 18 874
Median 18 -
</TABLE>
Source: SNL & F&C calculations 14
<PAGE>
FERGUSON & CO., LLP EXHIBIT II.7 - COMPARATIVES RISK CHARACTERISTICS
- -------------------
<TABLE>
<CAPTION>
PAs + Loans Net Loan One Year Intangible
NPAs/ 90+ Pst Due/ NPAs/ Reserves/ Reserves/ Chargeoffs/ Loans/ Cum Gap/ Assets/
Assets Assets Equity Loans NPAs Avg Loans Assets Assets Equity
(%) (%) (%) (%) (%) (%) (%) (%) (%)
Short Name Mst RctQ Mst RctQ Mst RctQ Mst RctQ Mst RctQ Mst RctQ Mst RctQ Mst RctQ Mst RctQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bridgeville Savings Bank 0.00 0.25 0.00 0.68 NM 0.00 37.07 18.68 0.00
CCF Holding Company 0.45 0.45 2.09 0.89 117.50 NA 59.62 NA 0.00
CitiSave Financial Corp 0.20 0.20 1.10 0.20 52.23 0.44 53.43 NA 0.12
GFSB Bancorp, Inc. NA NA NA 0.91 NA NA 51.24 NA 0.00
Gateway Bancorp, Inc. 0.06 0.24 0.23 0.48 188.37 0.00 23.16 NA 0.00
Hardin Bancorp, Inc. 0.11 0.11 0.60 0.28 124.21 0.00 50.40 0.55 0.00
Harvest Home Financial Corp. 0.18 0.18 0.98 0.29 86.72 NA 54.86 NA 0.00
Kentucky First Bancorp, Inc NA NA NA 0.91 NA 0.01 54.22 NA 0.00
Mississippi View Holding Co. NA NA NA 2.00 NA NA 64.51 NA 0.00
NS&L Bancorp, Inc. 0.06 0.06 0.25 0.14 108.57 0.00 49.37 NA 0.00
Perry County Financial Corp. 0.05 0.05 0.23 0.11 27.03 0.00 11.61 NA 0.00
Tri-County Bancorp, Inc. 0.34 0.34 1.65 1.65 189.69 0.00 38.92 NA 0.00
Maximum 0.45 0.45 2.09 2.00 189.69 0.44 64.51 18.68 0.12
Minimum - 0.05 - 0.11 27.03 - 11.61 0.55 -
Average 0.16 0.21 0.79 0.71 111.79 0.06 45.70 9.62 0.01
Median 0.11 0.20 0.60 0.58 113.04 - 50.82 9.62 -
<CAPTION>
Earn Assets/
Net Int Bearing
Loans Liabilities
($000) (%)
Short Name Mst RctQ Mst RctQ
<S> <C> <C>
Bridgeville Savings Bank 20,681 137.14
CCF Holding Company NA 127.81
CitiSave Financial Corp 41,710 125.59
GFSB Bancorp, Inc. 33,926 136.36
Gateway Bancorp, Inc. 16,920 136.57
Hardin Bancorp, Inc. 41,541 123.27
Harvest Home Financial Corp. 38,465 121.20
Kentucky First Bancorp, Inc 39,852 133.92
Mississippi View Holding Co. 41,066 122.68
NS&L Bancorp, Inc. NA 130.51
Perry County Financial Corp. NA 125.56
Tri-County Bancorp, Inc. 25,091 124.72
Maximum 41,710 137.14
Minimum 16,920 121.20
Average 33,250 128.78
Median 38,465 126.70
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 15
<PAGE>
EXHIBIT III
<PAGE>
FERGUSON & CO., LLP EXHIBIT III
- -------------------
FIRST FS&LA-ALLEN PARISH
OAKDALE, LA
<TABLE>
<CAPTION>
1992 1993 1994 1995
Num of Quarters Open for Period 4 4 4 4
FINANCIAL HIGHLIGHTS
($'s in Thousands)
<S> <C> <C> <C> <C>
BALANCE SHEET:
Total Assets 27,916 27,257 26,966 28,975
% Change in Assets 0.05 (2.36) (1.07) 7.45
Total Loans 11,473 11,051 11,542 11,316
Mortgage Loans Serv for Others - - - -
Mortgage Loans Serv by Others - - - -
Total Savings Deposits 26,224 25,525 24,523 26,583
Broker Originated Deposits - - - -
CAPITAL:
Equity Capital 1,321 1,527 1,690 2,104
GAAP Capital 1,321 1,527 1,690 2,104
Tangible Capital 1,321 1,527 1,690 2,109
Core Capital 1,321 1,527 1,690 2,109
Risk-Based Capital 1,460 16,42 1,804 2,210
Equity Capital/Total Assets 4.73 5.60 6.27 7.26
Core Cap/Risk Based Assets 11.94 14.56 16.10 22.33
Core Cap/Adj Tangible Assets 4.73 5.60 6.27 7.28
Tangible Cap/Tangible Assets 4.73 5.60 6.27 7.28
Risk-Based Cap/Risk-Wt Assets 13.20 15.65 17.19 23.40
PROFITABILITY:
Net Income(Loss) 122 163 262 316
Ret on Avg Assets Bef Ext Item 0.44 0.68 0.96 1.10
Return on Avg GAAP Capital 9.63 13.13 16.22 16.25
Net Interest Income/Avg Assets 2.85 3.05 3.53 3.17
Noninterest Income/Avg Assets 0.61 0.64 0.75 0.94
Noninterest Expense/Avg Assets 2.51 2.94 2.86 2.61
Yield/Cost Spread 2.86 3.07 3.54 3.09
LIQUIDITY:
Int Earn Assets/Int Bear Liab 101.16 103.68 104.78 106.82
Brokered Deposits/Tot Deposits - - - -
Amt Eligible as Reg Liquidity 2,020 2,350 1,911 2,304
ASSET QUALITY:
Nonperf Lns+REO/Total Lns+REO 8.59 7.77 2.45 2.67
Nonaccrual Loans/Gross Loans 3.78 1.18 0.52 0.88
Nonaccrual Loans/Loan Loss Res 163.94 40.54 18.90 33.12
Reposs Assets/Total Assets 0.80 0.55 0.17 0.13
Net Chrg-Offs/Avg Adj Lns (0.41) (0.23) 0.09 0.06
Non 1-4 Con/Conv Lns/Tot Assts 3.32 4.60 3.97 5.49
</TABLE>
SOURCE: TAFS, PUBLISHED BY SHESHUNOFF 1
<PAGE>
FERGUSON & CO., LLP EXHIBIT III
- -------------------
SELECTED PEER GROUP RATIOS & RANKINGS
<TABLE>
<CAPTION>
Peer Group Category 2 2 2 2
<S> <C> <C> <C> <C>
CAPITAL:
Equity Capital/Total Assets 4.73 5.60 6.27 7.26
Peer Group Percentile 12 12 13 23
GAAP Capital/GAAP Assets 4.73 5.60 6.27 7.26
Peer Group Percentile 12 12 13 23
Core Cap/Adj Tangible Assets 4.73 5.60 6.27 7.28
Peer Group Percentile 13 13 13 25
Tangible Cap/Tangible Assets 4.73 5.60 6.27 7.28
Peer Group Percentile 13 14 14 25
Risk-Based Cap/Risk-Wt Assets 13.20 15.65 17.19 23.40
Peer Group Percentile 30 34 38 61
ASSET QUALITY:
Risk Assets/Total Assets 4.12 5.15 4.14 5.62
Peer Group Percentile 70 61 69 50
Risk Weighted Assts/Tot Assts 39.62 38.49 38.92 32.60
Peer Group Percentile 80 79 79 95
Nonaccrual Loans/Gross Loans 3.78 1.18 0.52 0.88
Peer Group Percentile 11 25 34 23
Repos Assets/Tot Assets 0.80 0.55 0.17 0.13
Peer Group Percentile 23 24 28 31
90+ Day Del Loans/Gross Loans 0.33 1.21 0.00 0.47
Peer Group Percentile 43 13 100 34
90Day P Due+NonAccr-(1-4)/LLR 26.02 9.91 0.00 3.47
Peer Group Percentile 43 48 100 55
LIQUIDITY:
Avg Reg Liquidity Ratio 7.96 9.55 7.00 8.17
Peer Group Percentile 11 18 14 13
PROFITABILITY:
Ret on Avg Assets Bef Ext Item 0.44 0.68 0.96 1.10
Peer Group Percentile 18 24 65 88
Return on Equity Capital 9.24 12.25 15.50 15.02
Peer Group Percentile 39 59 94 97
Return on Average GAAP Capital 9.63 13.13 16.22 16.25
Peer Group Percentile 38 61 94 97
Int Earn Assets/Int Bear Liab 101.16 103.68 104.78 106.82
Peer Group Percentile 14 19 19 35
Yield on Earning Assts 7.55 6.62 6.65 7.12
Peer Group Percentile 11 17 24 15
Cost of Funds 4.69 3.55 3.11 4.02
Peer Group Percentile 81 86 92 90
Yield/Cost Spread 2.86 3.07 3.54 3.09
Peer Group Percentile 29 34 61 53
</TABLE>
SOURCE: TAFS, PUBLISHED BY SHESHUNOFF 2
<PAGE>
FERGUSON & CO., LLP EXHIBIT III
- -------------------
FIRST FS&LA-ALLEN PARISH
OAKDALE, LA
<TABLE>
<CAPTION>
3/31/95 6/30/95 9/30/95 12/31/95
Num of Quarters Open for Period 1 1 1 1
FINANCIAL HIGHLIGHTS
($'s in Thousands)
<S> <C> <C> <C> <C>
BALANCE SHEET:
Total Assets 28,179 29,700 29,456 28,975
% Change in Assets 4.50 5.40 (0.82) (1.63)
Total Loans 11,696 11,530 11,589 11,316
Mortgage Loans Serv for Others - - - -
Mortgage Loans Serv by Others - - - -
Total Savings Deposits 26,036 27,307 26,975 26,583
Broker Originated Deposits - - - -
CAPITAL:
Equity Capital 1,868 1,965 2,049 2,104
GAAP Capital 1,868 1,965 2,049 2,104
Tangible Capital 1,864 1,953 2,020 2,109
Core Capital 1,864 1,953 2,020 2,109
Risk-Based Capital 1,983 2,095 2,144 2,210
Equity Capital/Total Assets 6.63 6.62 6.96 7.26
Core Cap/Risk Based Assets 17.09 17.37 17.88 22.33
Core Cap/Adj Tangible Assets 6.62 6.58 6.86 7.28
Tangible Cap/Tangible Assets 6.62 6.58 6.86 7.28
Risk-Based Cap/Risk-Wt Assets 18.18 18.63 18.98 23.40
PROFITABILITY:
Net Income(Loss) 79 81 67 89
Ret on Avg Assets Bef Ext Item 1.15 1.12 0.91 1.22
Return on Avg GAAP Capital 17.76 16.90 13.35 17.14
Net Interest Income/Avg Assets 3.32 3.22 3.07 3.08
Noninterest Income/Avg Assets 1.04 0.90 0.85 0.96
Noninterest Expense/Avg Assets 2.71 2.60 2.45 2.70
Yield/Cost Spread 3.27 3.14 2.99 2.99
LIQUIDITY:
Int Earn Assets/Int Bear Liab 105.53 107.00 106.00 106.82
Brokered Deposits/Tot Deposits - - - -
Amt Eligible as Reg Liquidity 2,598 2,227 2,223 2,304
ASSET QUALITY:
Nonperf Lns+REO/Total Lns+REO 2.04 2.99 2.20 2.67
Nonaccrual Loans/Gross Loans 0.55 1.22 0.54 0.88
Nonaccrual Loans/Loan Loss Res 20.06 44.82 20.50 33.12
Reposs Assets/Total Assets 0.13 0.13 0.13 0.13
Net Chrg-Offs/Avg Adj Lns 0.03 0.20 - -
Non 1-4 Con/Conv Lns/Tot Assts 4.30 4.08 4.70 5.49
</TABLE>
SOURCE: TAFS, PUBLISHED BY SHESHUNOFF 3
<PAGE>
FERGUSON & CO., LLP EXHIBIT III
- -------------------
SELECTED PEER GROUP RATIOS & RANKINGS
<TABLE>
<CAPTION>
Peer Group Category 2 2 2 2
<S> <C> <C> <C> <C>
CAPITAL:
Equity Capital/Total Assets 6.63 6.62 6.96 7.26
Peer Group Percentile 19 16 19 23
GAAP Capital/GAAP Assets 6.63 6.62 6.96 7.26
Peer Group Percentile 19 16 19 23
Core Cap/Adj Tangible Assets 6.62 6.58 6.86 7.28
Peer Group Percentile 19 17 20 25
Tangible Cap/Tangible Assets 6.62 6.58 6.86 7.28
Peer Group Percentile 20 18 20 25
Risk-Based Cap/Risk-Wt Assets 18.18 18.63 18.98 23.40
Peer Group Percentile 41 45 47 61
ASSET QUALITY:
Risk Assets/Total Assets 4.44 4.21 4.83 5.62
Peer Group Percentile 66 68 60 50
Risk Weighted Assts/Tot Assts 38.71 37.87 38.36 32.60
Peer Group Percentile 80 85 85 95
Nonaccrual Loans/Gross Loans 0.55 1.22 0.54 0.88
Peer Group Percentile 31 15 32 23
Repos Assets/Tot Assets 0.13 0.13 0.13 0.13
Peer Group Percentile 31 34 30 31
90+ Day Del Loans/Gross Loans - - 0.37 0.47
Peer Group Percentile 100 100 32 34
90Day P Due+NonAccr-(1-4)/LLR 1.80 2.44 2.21 3.47
Peer Group Percentile 55 50 56 55
LIQUIDITY:
Avg Reg Liquidity Ratio 11.18 12.66 8.13 8.17
Peer Group Percentile 28 35 14 13
PROFITABILITY:
Ret on Avg Assets Bef Ext Item 1.15 1.12 0.91 1.22
Peer Group Percentile 82 82 74 90
Return on Equity Capital 16.92 16.49 13.08 16.92
Peer Group Percentile 96 94 92 95
Return on Average GAAP Capital 17.76 16.90 13.35 17.14
Peer Group Percentile 97 94 92 95
Int Earn Assets/Int Bear Liab 105.53 107.00 106.00 106.82
Peer Group Percentile 23 33 27 35
Yield on Earning Assts 6.79 7.19 7.16 7.31
Peer Group Percentile 10 19 13 19
Cost of Funds 3.53 4.05 4.17 4.32
Peer Group Percentile 91 89 89 84
Yield/Cost Spread 3.27 3.14 2.99 2.99
Peer Group Percentile 49 51 55 50
</TABLE>
SOURCE: TAFS, PUBLISHED BY SHESHUNOFF 4
<PAGE>
EXHIBIT IV
<PAGE>
FERGUSON & CO., LLP EXHIBIT IV
BRIDGEVILLE SAVINGS BANK FSB
BRIDGEVILL, PA
<TABLE>
<CAPTION>
1992 1993 1994 1995
<S> <C> <C> <C> <C>
Num of Quarters Open for Period 0 0 2 4
FINANCIAL HIGHLIGHTS
($'s in Thousands)
BALANCE SHEET:
Total Assets - - 51,370 56,166
% Change in Assets - - - 9.34
Total Loans - - 20,766 20,818
Mortgage Loans Serv for Others - - - -
Mortgage Loans Serv by Others - - 744 705
Total Savings Deposits - - 34,516 33,523
Broker Originated Deposits - - - -
CAPITAL:
Equity Capital - - 15,545 15,813
GAAP Capital - - 15,545 15,813
Tangible Capital - - 15,455 15,408
Core Capital - - 15,455 15,408
Risk-Based Capital - - 15,593 15,549
Equity Capital/Total Assets - - 30.26 28.15
Core Cap/Risk Based Assets - - 88.84 82.38
Core Cap/Adj Tangible Assets - - 30.14 27.63
Tangible Cap/Tangible Assets - - 30.14 27.63
Risk-Based Cap/Risk-Wt Assets - - 89.63 83.13
PROFITABILITY:
Net Income(Loss) - - 386 679
Ret on Avg Assets Bef Ext Item - - 1.39 1.30
Return on Avg GAAP Capital - - 9.88 4.33
Net Interest Income/Avg Assets - - 3.73 4.70
Noninterest Income/Avg Assets - - 0.20 0.24
Noninterest Expense/Avg Assets - - 2.41 2.97
Yield/Cost Spread - - 1.82 3.87
LIQUIDITY:
Int Earn Assets/Int Bear Liab - - 148.35 145.70
Brokered Deposits/Tot Deposits - - - -
Amt Eligible as Reg Liquidity - - 6,884 9,391
ASSET QUALITY:
Nonperf Lns+REO/Total Lns+REO - - 0.70 0.66
Nonaccrual Loans/Gross Loans - - - -
Nonaccrual Loans/Loan Loss Res - - - -
Reposs Assets/Total Assets - - - -
Net Chrg-Offs/Avg Adj Lns - - - -
Non 1-4 Con/Conv Lns/Tot Assts - - 5.13 5.13
</TABLE>
SOURCE: SHESHUNOFF 1
<PAGE>
FERGUSON & CO., LLP EXHIBIT IV
- -------------------
BRIDGEVILLE SVGS BK
BRIDGEVILLE, PA
<TABLE>
<CAPTION>
1992 1993 1994 1995
Number of Open Quarters 4 4 0 0
FINANCIAL HIGHLIGHTS
($'s in Thousands)
<S> <C> <C> <C> <C>
BALANCE SHEET:
Total Assets 43,590 45,631
% Change in Assets - 4.68
Securities-Book Value 15,118 19,763
Securities-Fair Value 15,613 20,116
Total Loans & Leases 22,744 20,327
Total Deposits 38,927.00 40,399.00
Loan/Deposit Ratio 58.43 50.32
Provision for Loan Losses 12 12
CAPITAL:
Equity Capital 4,444 4,874
Total Qualifying Capital(Est) 4,563 5,005
Equity Capital/Average Assets 10.20 10.93
Tot Qual Cap/Rk Bsd Asts(Est) 24.36 27.18
Tier 1 Cap/Rsk Bsed Asts(Est) 23.73 26.46
T1 Cap/Avg Assets(Lev Est) 10.07 11.84
Dividends Declared/Net Income - -
PROFITABILITY:
Net Income(Loss) 707 430
Return on Average Assets 1.62 0.96
Return on Average Equity Cap 15.91 9.23
Net Interest Margin 4.42 4.30
Net Int Income/Avg Assets 4.27 4.14
Noninterest Income/Avg Assets 0.42 0.30
Noninterest Exp/Avg Assets 2.23 3.05
ASSET QUALITY:
NPL+Frcl RE/Lns+Frcl RE 5.74 6.83
NPA's/Equity + LLR 29.85 29.13
LLR/Nonperforming Loans 31.40 29.71
Foreclosed RE/Total Assets 2.26 2.23
90+ Day Del Loans/Total Loans 1.67 0.92
Loan Loss Reserves/Total Lns 0.52 0.64
Net Charge-Offs/Average Loans - -
Dom Risk R/E Lns/Tot Dom Lns 12.44 14.47
LIQUIDITY:
Brokered Dep/Total Dom Deps - -
$100M+ Time Dep/Total Dom Dep 2.39 2.48
Int Earn Assets/Int Bear Liab 110.78 112.21
Pledged Sec/Total Sec - -
Fair Value Sec/Amort Cost Sec 103.27 101.79
</TABLE>
SOURCE: SHESHUNOFF 2
<PAGE>
FERGUSON & CO., LLP EXHIBIT IV
- -------------------
CLAYTON COUNTY FS&LA
JONESBORO, GA
<TABLE>
<CAPTION>
1992 1993 1994 1995
Num of Quarters Open for Perio 4 4 4 4
FINANCIAL HIGHLIGHTS
($'s in Thousands)
<S> <C> <C> <C> <C>
BALANCE SHEET:
Total Assets 72,115 71,111 67,917 78,822
% Change in Assets (2) (1) (4) 16
Total Loans 51,521 46,938 44,468 47,263
Mortgage Loans Serv for Others - - - -
Mortgage Loans Serv by Others - - - -
Total Savings Deposits 65,984 64,429 60,766 61,182
Broker Originated Deposits - - - -
CAPITAL:
Equity Capital 5,361 5,863 6,325 12,224
GAAP Capital 5,361 5,863 6,325 12,224
Tangible Capital 5,361 5,863 6,325 12,212
Core Capital 5,361 5,863 6,325 12,212
Risk-Based Capital 5,626 6,222 6,678 12,619
Equity Capital/Total Assets 7.43 8.24 9.31 15.51
Core Cap/Risk Based Assets 17.20 19.85 22.44 37.51
Core Cap/Adj Tangible Assets 7.43 8.24 9.31 15.50
Tangible Cap/Tangible Assets 7.43 8.24 9.31 15.50
Risk-Based Cap/Risk-Wt Assets 18.05 21.06 23.69 38.76
PROFITABILITY:
Net Income(Loss) 750 708 632 562
Ret on Avg Assets Bef Ext Item 1.03 0.99 0.90 0.74
Return on Avg GAAP Capital 15.04 12.62 10.25 6.49
Net Interest Income/Avg Assets 3.29 3.57 3.61 3.22
Noninterest Income/Avg Assets 0.50 0.53 0.57 0.68
Noninterest Expense/Avg Assets 2.25 2.58 2.85 2.79
Yield/Cost Spread 3.29 3.61 3.67 3.11
LIQUIDITY:
Int Earn Assets/Int Bear Liab 105.01 105.87 107.70 114.00
Brokered Deposits/Tot Deposits - - - -
Amt Eligible as Reg Liquidity 15,512 16,791 16,896 20,277
ASSET QUALITY:
Nonperf Lns+REO/Total Lns+REO 0.01 1.07 0.45 0.76
Nonaccrual Loans/Gross Loans 0.01 1.04 0.44 0.72
Nonaccrual Loans/Loan Loss Res 1.03 131.51 46.77 86.36
Reposs Assets/Total Assets - - - -
Net Chrg-Offs/Avg Adj Lns (0.00) - - 0.05
Non 1-4 Con/Conv Lns/Tot Assts 2.37 2.34 2.53 2.60
</TABLE>
SOURCE: SHESHUNOFF 3
<PAGE>
FERGUSON & CO., LLP EXHIBIT IV
CITIZENS S&LA
BATON ROUGE, LA
<TABLE>
<CAPTION>
1992 1993 1994 1995
Num of Quarters Open for Period 4 4 4 4
FINANCIAL HIGHLIGHTS
($'s in Thousands)
<S> <C> <C> <C> <C>
BALANCE SHEET:
Total Assets 73,319 72,591 69,889 76,693
% Change in Assets 1.93 (0.99) (3.72) 9.74
Total Loans 39,311 36,188 34,564 41,878
Mortgage Loans Serv for Others 4,276 2,532 2,201 1,743
Mortgage Loans Serv by Others 240 188 129 120
Total Savings Deposits 67,463 66,714 63,366 65,119
Broker Originated Deposits - - - -
CAPITAL:
Equity Capital 4,492 5,471 6,091 9,805
GAAP Capital 4,492 5,471 6,091 9,805
Tangible Capital 4,492 4,504 5,155 9,788
Core Capital 4,492 4,504 5,155 9,788
Risk-Based Capital 4,637 4,600 5,231 9,842
Equity Capital/Total Assets 6.13 7.54 8.72 12.78
Core Cap/Risk Based Assets 15.07 16.84 19.46 29.70
Core Cap/Adj Tangible Assets 6.11 6.26 7.46 12.85
Tangible Cap/Tangible Assets 6.11 6.26 7.46 12.85
Risk-Based Cap/Risk-Wt Assets 15.55 17.20 19.75 29.87
PROFITABILITY:
Net Income(Loss) 971 979 620 775
Ret on Avg Assets Bef Ext Item 1.34 1.34 0.86 1.03
Return on Avg GAAP Capital 24.23 19.65 10.68 10.92
Net Interest Income/Avg Assets 3.70 3.56 3.29 3.47
Noninterest Income/Avg Assets 0.63 0.51 0.51 0.69
Noninterest Expense/Avg Assets 2.24 2.63 2.73 2.78
Yield/Cost Spread 3.82 3.63 3.32 3.39
LIQUIDITY:
Int Earn Assets/Int Bear Liab 107.86 108.28 107.96 118.12
Brokered Deposits/Tot Deposits - - - -
Amt Eligible as Reg Liquidity 27,327 30,166 29,645 29,559
ASSET QUALITY:
Nonperf Lns+REO/Total Lns+REO 1.54 0.44 0.62 0.51
Nonaccrual Loans/Gross Loans - - - -
Nonaccrual Loans/Loan Loss Res - - - -
Reposs Assets/Total Assets 0.41 0.11 - 0.05
Net Chrg-Offs/Avg Adj Lns 0.30 0.03 (0.00) 0.06
Non 1-4 Con/Conv Lns/Tot Assts 6.38 6.85 6.13 6.03
</TABLE>
SOURCE: SHESHUNOFF 4
<PAGE>
FERGUSON & CO., LLP EXHIBIT IV
- --------------------
GALLUP FSB
GALLUP, NM
<TABLE>
<CAPTION>
1992 1993 1994 1995
Num of Quarters Open for Period 4 4 4 4
FINANCIAL HIGHLIGHTS
($'s in Thousands)
<S> <C> <C> <C> <C>
BALANCE SHEET:
Total Assets 41,730 41,055 44,032 66,826
% Change in Assets 8.08 (1.62) 7.25 51.77
Total Loans 26,991 27,302 30,224 34,104
Mortgage Loans Serv for Others - - - -
Mortgage Loans Serv by Others - - - -
Total Savings Deposits 35,940 34,641 36,950 39,772
Broker Originated Deposits - - - -
CAPITAL:
Equity Capital 5,619 6,195 6,676 12,290
GAAP Capital 5,619 6,195 6,676 12,290
Tangible Capital 5,619 6,195 6,676 12,078
Core Capital 5,619 6,195 6,676 12,078
Risk-Based Capital 5,803 6,399 6,894 11,926
Equity Capital/Total Assets 13.47 15.09 15.16 18.39
Core Cap/Risk Based Assets 31.81 33.93 31.08 48.98
Core Cap/Adj Tangible Assets 13.47 15.09 15.16 18.19
Tangible Cap/Tangible Assets 13.47 15.09 15.16 18.19
Risk-Based Cap/Risk-Wt Assets 32.85 35.05 32.10 48.36
PROFITABILITY:
Net Income(Loss) 518 575 588 721
Ret on Avg Assets Bef Ext Item 1.29 1.39 1.38 1.38
Return on Avg GAAP Capital 9.66 9.73 9.04 7.17
Net Interest Income/Avg Assets 3.49 3.75 4.19 3.98
Noninterest Income/Avg Assets 0.22 0.12 0.13 0.13
Noninterest Expense/Avg Assets 1.62 1.60 2.17 1.89
Yield/Cost Spread 2.95 3.28 3.75 3.19
LIQUIDITY:
Int Earn Assets/Int Bear Liab 112.66 115.19 115.33 121.07
Brokered Deposits/Tot Deposits - - - -
Amt Eligible as Reg Liquidity 3,926 1,690 4,520 5,901
ASSET QUALITY:
Nonperf Lns+REO/Total Lns+REO 0.21 0.87 0.30 0.09
Nonaccrual Loans/Gross Loans 0.21 0.16 - -
Nonaccrual Loans/Loan Loss Res 30.98 21.08 - -
Reposs Assets/Total Assets - 0.24 0.09 -
Net Chrg-Offs/Avg Adj Lns 0.02 0.01 - 0.10
Non 1-4 Con/Conv Lns/Tot Assts 6.44 5.25 10.14 7.91
</TABLE>
SOURCE: SHESHUNOFF 5
<PAGE>
FERGUSON & CO., LLP EXHIBIT IV
CATLETTSBURG FSB
CATLETTSBURG, KY
<TABLE>
<CAPTION>
1992 1993 1994 1995
Num of Quarters Open for Period 4 4 4 4
FINANCIAL HIGHLIGHTS
($'s in Thousands)
<S> <C> <C> <C> <C>
BALANCE SHEET:
Total Assets 61,143 66,342 70,338 69,766
% Change in Assets 4.15 8.50 6.02 (0.81)
Total Loans 11,090 9,954 11,450 16,926
Mortgage Loans Serv for Others - - - -
Mortgage Loans Serv by Others - - - -
Total Savings Deposits 52,770 57,269 54,843 53,288
Broker Originated Deposits - - - -
CAPITAL:
Equity Capital 8,191 8,899 9,593 16,222
GAAP Capital 8,191 8,999 9,593 16,222
Tangible Capital 8,191 8,999 9,593 16,222
Core Capital 8,191 8,999 9,593 16,222
Risk-Based Capital 8,251 8,959 9,653 16,302
Equity Capital/Total Assets 13.40 13.41 13.64 23.25
Core Cap/Risk Based Assets 54.44 56.84 53.31 80.38
Core Cap/Adj Tangible Assets 13.40 13.41 13.64 23.25
Tangible Cap/Tangible Assets 13.40 13.41 13.64 23.25
Risk-Based Cap/Risk-Wt Assets 54.84 57.23 53.64 80.78
PROFITABILITY:
Net Income(Loss) 758 710 794 729
Ret on Avg Assets Bef Ext Item 1.26 1.08 1.18 1.05
Return on Avg GAAP Capital 9.70 8.05 8.57 4.82
Net Interest Income/Avg Assets 2.87 2.62 2.59 2.59
Noninterest Income/Avg Assets 0.08 0.08 0.09 0.08
Noninterest Expense/Avg Assets 1.04 0.97 0.99 1.09
Yield/Cost Spread 2.28 2.14 2.11 1.58
LIQUIDITY:
Int Earn Assets/Int Bear Liab 113.57 113.35 125.26 127.95
Brokered Deposits/Tot Deposits - - - -
Amt Eligible as Reg Liquidity 11,630 11,736 16,394 11,976
ASSET QUALITY:
Nonperf Lns+REO/Total Lns+REO 6.38 3.53 2.80 1.02
Nonaccrual Loans/Gross Loans 4.75 2.10 0.94 0.25
Nonaccrual Loans/Loan Loss Res 483.64 344.26 177.05 53.09
Reposs Assets/Total Assets 0.32 - - -
Net Chrg-Offs/Avg Adj Lns 0.06 0.91 - (0.14)
Non 1-4 Con/Conv Lns/Tot Assts 1.82 0.76 0.62 0.60
</TABLE>
SOURCE: SHESHUNOFF 6
<PAGE>
FERGUSON & CO., LLP EXHIBIT IV
- -------------------
HARDIN FSB
HARDIN, MO
<TABLE>
<CAPTION>
1992 1993 1994 1995
Num of Quarters Open for Period 4 4 4 4
FINANCIAL HIGHLIGHTS
($'s in Thousands)
<S> <C> <C> <C> <C>
BALANCE SHEET:
Total Assets 74,232 73,573 74,813 78,663
% Change in Assets 2.87 (0.89) 1.69 5.15
Total Loans 27,965 28,953 33,011 42,287
Mortgage Loans Serv for Others - 1,691 12,103 10,425
Mortgage Loans Serv by Others 1,798 1,691 2,281 6,347
Total Savings Deposits 68,145 66,933 67,651 66,219
Broker Originated Deposits - - - -
CAPITAL:
Equity Capital 5,253 5,846 6,182 10,801
GAAP Capital 5,253 5,846 6,182 10,801
Tangible Capital 5,110 5,812 6,401 10,930
Core Capital 5,253 5,846 6,410 10,930
Risk-Based Capital 5,331 5,946 6,516 11,009
Equity Capital/Total Assets 7.08 7.95 8.26 13.93
Core Cap/Risk Based Assets 22.25 24.18 25.36 35.35
Core Cap/Adj Tangible Assets 7.08 7.95 8.54 13.87
Tangible Cap/Tangible Assets 6.90 7.90 8.53 13.87
Risk-Based Cap/Risk-Wt Assets 22.58 24.59 25.78 35.60
PROFITABILITY:
Net Income(Loss) 434 593 565 381
Ret on Avg Assets Bef Ext Item 0.59 0.80 0.76 0.50
Return on Avg GAAP Capital 8.62 10.68 9.31 4.72
Net Interest Income/Avg Assets 2.47 2.58 2.46 2.34
Noninterest Income/Avg Assets 0.32 0.45 0.31 0.39
Noninterest Expense/Avg Assets 1.51 1.60 1.75 1.96
Yield/Cost Spread 2.28 2.44 2.30 1.97
LIQUIDITY:
Int Earn Assets/Int Bear Liab 104.80 105.31 106.01 113.62
Brokered Deposits/Tot Deposits - - - -
Amt Eligible as Reg Liquidity 9,735 9,886 10,896 7,545
ASSET QUALITY:
Nonperf Lns+REO/Total Lns+REO 3.22 0.70 0.58 0.36
Nonaccrual Loans/Gross Loans 3.01 0.48 0.40 0.22
Nonaccrual Loans/Loan Loss Res 994.19 127.27 110.92 81.20
Reposs Assets/Total Assets 0.03 0.06 0.04 0.04
Net Chrg-Offs/Avg Adj Lns (0.00) - (0.00) 0.01
Non 1-4 Con/Conv Lns/Tot Assts 0.70 0.48 0.48 0.42
</TABLE>
SOURCE: SHESHUNOFF
7
<PAGE>
FERGUSON & CO., LLP EXHIBIT IV
- -------------------
HARVEST HOME SVGS BK
CHEVIOT, OH
<TABLE>
<CAPTION>
1992 1993 1994 1995
<S> <C> <C> <C> <C>
Number of Open Quarters 0 4 4 4
FINANCIAL HIGHLIGHTS
($'s in Thousands)
BALANCE SHEET:
Total Assets 64,265 65,431 66,135
% Change in Assets - 1.81 1.08
Securities-Book Value 16,863 24,575 24,096
Securities-Fair Value 16,857 23,840 24,096
Total Loans & Leases 36,277 36,632 38,576
Total Deposits 59,803 56,134 56,758
Loan/Deposit Ratio 60.66 65.26 67.97
Provision for Loan Losses 59 12 9
CAPITAL:
Equity Capital 4,272 8,262 8,275
Total Qualifying Capital(Est) 4,364 8,360 8,086
Equity Capital/Average Assets 6.65 12.48 12.61
Tot Qual Cap/Rk Bsd Asts(Est) 15.07 29.20 27.13
Tier 1 Cap/Rsk Bsed Asts(Est) 14.75 28.85 27.13
T1 Cap/Avg Assets(Lev Est) 6.58 12.05 12.09
Dividends Declared/Net Income - - 186.97
PROFITABILITY:
Net Income(Loss) 401 450 468
Return on Average Assets 0.62 0.68 0.71
Return on Average Equity Cap 9.39 9.15 5.78
Net Interest Margin 3.19 2.93 3.06
Net Int Income/Avg Assets 3.13 2.84 2.97
Noninterest Income/Avg Assets 0.08 0.07 0.07
Noninterest Exp/Avg Assets 1.96 1.92 1.92
ASSET QUALITY:
NPL+Frcl RE/Lns+Frcl RE 0.09 0.27 0.35
NPA's/Equity + LLR 0.71 1.20 1.53
LLR/Nonperforming Loans - 140.00 86.72
Foreclosed RE/Total Assets 0.05 0.05 -
90+ Day Del Loans/Total Loans - - -
Loan Loss Reserves/Total Lns 0.25 0.27 0.29
Net Charge-Offs/Average Loans - 0.02 -
Dom Risk R/E Lns/Tot Dom Lns 14 14 12
LIQUIDITY:
Brokered Dep/Total Dom Deps - - -
$100M+ Time Dep/Total Dom Dep 3.62 2.95 3.47
Int Earn Assets/Int Bear Liab 104.49 111.74 111.74
Pledged Sec/Total Sec - - -
Fair Value Sec/Amort Cost Sec 99.96 97.01 101.92
</TABLE>
SOURCE: SHESHUNOFF 8
<PAGE>
HARVEST HOME SA
CHEVIOT, OH
<TABLE>
<CAPTION>
1992 1993 1994 1995
Num of Quarters Open for Period 4 0 0 0
FINANCIAL HIGHLIGHTS
($'s in Thousands)
<S> <C> <C> <C> <C>
BALANCE SHEET:
Total Assets 64,425 - - -
% Change in Assets 0.73 - - -
Total Loans 40,664 - - -
Mortgage Loans Serv for Others - - - -
Mortgage Loans Serv by Others 48 - - -
Total Savings Deposits 60,153 - - -
Broker Originated Deposits - - - -
CAPITAL:
Equity Capital 3,871 - - -
GAAP Capital 3,871 - - -
Tangible Capital 3,871 - - -
Core Capital 3,871 - - -
Risk-Based Capital 3,904 - - -
Equity Capital/Total Assets 6.01 - - -
Core Cap/Risk Based Assets 12.95 - - -
ore Cap/Adj Tangible Assets 6.01 - - -
Tangible Cap/Tangible Assets 6.01 - - -
Risk-Based Cap/Risk-Wt Assets 13.06 - - -
PROFITABILITY:
Net Income(Loss) 532 - - -
Ret on Avg Assets Bef Ext Item 0,83 - - -
Return on Avg GAAP Capital 14.76 - - -
Net Interest Income/Avg Assets 2.87 - - -
Noninterest Income/Avg Assets 0.12 - - -
Noninterest Expense/Avg Assets 1.70 - - -
Yield/Cost Spread 2.87 - - -
LIQUIDITY:
Int Earn Assets/Int Bear Liab 102.44 - - -
Brokered Deposits/Tot Deposite - - - -
Amt Eligible as Reg Liquidity 15,632 - - -
ASSET QUALITY:
Nonperf Lns+REO/Total Lns+REO 0.08 - - -
Nonaccrual Loans/Gross Loans - - - -
Nonaccrual Loans/Loan Loss Res - - - -
Reposs Assets/Total Assets 0.05 - - -
Net Chrg-Offs/Avg Adj Lns - - - -
Non 1-4 Con/Conv Lns/Tot Assts 10.86 - - -
</TABLE>
SOURCE: SHESHUNOFF 9
<PAGE>
FERGUSON & CO., LLP EXHIBIT IV
- ------------------
FIRST FSB
CYNTHIANA, KY
<TABLE>
<CAPTION>
1992 1993 1994 1995
Num of Quarters Open for Period 4 4 4 4
FINANCIAL HIGHLIGHTS
($'s in Thousands)
<S> <C> <C> <C> <C>
BALANCE SHEET:
Total Assets 59,873 60,763 62,483 73,460
% Change in Assets 9.87 1.49 2.83 17.57
Total Loans 37,645 37,211 39,537 39,978
Mortgage Loans Serv for Others - - - -
Mortgage Loans Serv by Others 5,444 5,016 5,898 6,621
Total Savings Deposits 54,307 54,147 55,158 50,483
Broker Originated Deposits - - - -
CAPITAL:
Equity Capital 5,310 6,287 7,006 16,783
GAAP Capital 5,310 6,287 7,006 16,783
Tangible Capital 5,310 6,287 7,006 16,799
Core Capital 5,310 6,287 7,006 16,799
Risk-Based Capital 5,404 6,423 7,158 17,167
Equity Capital/Total Assets 8.87 10.35 11.21 22.85
Core Cap/Risk Based Assets 16.56 18.31 19.54 43.66
Core Cap/Adj Tangible Assets 8.87 10.35 11.21 22.86
Tangible Cap/Tangible Assets 8.87 10.35 11.21 22.86
Risk-Based Cap/Risk-Wt Assets 16.86 18.71 19.97 44.61
PROFITABILITY:
Net Income(Loss) 923 1,014 807 418
Ret on Avg Assets Bef Ext Item 1.61 1.68 1.31 0.64
Return on Avg GAAP Capital 19.03 17.49 12.06 3.92
Net Interest Income/Avg Assets 3.84 3.94 3.56 3.19
Noninterest Income/Avg Assets 0.14 0.14 0.16 0.20
Noninterest Expense/Avg Assets 1.59 1.63 1.82 2.09
Yield/Cost Spread 3.57 3.79 3.47 2.77
LIQUIDITY:
Int Earn Assets/Int Bear Liab 108.71 108.00 108.92 126.90
Brokered Deposits/Tot Deposits - - - -
Amt Eligible as Reg Liquidity 5,960 7,548 9,205 11,163
ASSET QUALITY:
Nonperf Lns+REO/Total Lns+REO 0.11 0.33 1.05 0.98
Nonaccrual Loans/Gross Loans - - - -
Nonaccrual Loans/Loan Loss Res - - - -
Reposs Assets/Total Assets - - - -
Net Chrg-Offs/Avg Adj Lns 0.02 - - (0.00)
Non 1-4 Con/Conv Lns/Tot Assts 19.66 20.20 20.24 17.85
</TABLE>
SOURCE: SHESHUNOFF 10
<PAGE>
FERGUSON & CO., LLP EXHIBIT IV
- -------------------
COMMUNITY FS&LA
LITTLE FALLS, MN
<TABLE>
<CAPTION>
1992 1993 1994 1995
<S> <C> <C> <C> <C>
Num of Quarters Open for Period 4 4 4 4
FINANCIAL HIGHLIGHTS
($'s in Thousands)
BALANCE SHEET:
Total Assets 66,586 64,942 62,111 69,212
% Change in Assets (3,78) (2.47) (4,36) 11.43
Total Loans 45,148 44,315 44,310 43,438
Mortgage Loans Serv for Others - - 118 -
Mortgage Loans Serv by Others 3,375 2,534 2,270 1,309
Total Savings Deposits 61,166 58,783 55,312 54,689
Broker Originated Deposits - - - -
CAPITAL:
Equity Capital 4,898 5,646 6,137 10,912
GAAP Capital 4,898 5,646 6,137 10,912
Tangible Capital 4,898 5,634 6,043 10,692
Core Capital 4,898 5,634 6,043 10,692
Risk-Based Capital 5,295 5,985 6,419 11,092
Equity Capital/Total Assets 7.36 8.69 9.88 15.77
Core Cap/Risk Based Assets 13.25 17.01 18.90 32.13
Core Cap/Adj Tangible Assets 7.36 8.68 9.74 15.50
Tangible Cap/Tangible Assets 7.36 8.68 9.74 15.50
Risk-Based Cap/Risk-Wt Assets 14.32 18.07 20.08 33.33
PROFITABILITY:
Net Income(Loss) 589 748 414 837
Ret on Avg Assets Bef Ext Item 0.87 1.14 0.65 1.22
Return on Avg GAAP Capital 12.95 14.19 7.05 8.46
Net Interest Income/Avg Assets 3.06 3.25 3.39 3.63
Noninterest Income/Avg Assets 0.47 0.35 0.31 0.52
Noninterest Expense/Avg Assets 1.98 2.05 2.40 2.17
Yield/Cost Spread 2.87 3.06 3.24 3.21
LIQUIDITY:
Int Earn Assets/Int Bear Liab 106.67 108.77 109.95 118.42
Brokered Deposits/Tot Deposits -
Amt Eligible as Reg Liquidity 10,057 11,627 9,869 13,167
ASSET QUALITY:
Nonperf Lns+REO/Total Lns+REO 1.63 0.55 0.09 0.22
Nonaccrual Loans/Gross Loans 0.35 0.01 0.05 -
Nonaccrual Loans/Loan Loss Res 18.40 0.58 2.06 -
Reposs Assets/Total Assets 0.46 0.11 - 0.02
Net Chrg-Offs/Avg Adj Lns 0.12 0.19 (0.03) 0.33
Non 1-4 Con/Conv Lns/Tot Assts 5.24 4.64 5.96 2.47
</TABLE>
11
<PAGE>
FERGUSON & CO., LLP EXHIBIT IV
- ------------------- ----------
NEOSHO S&LA, FA
NEOSHO, MO
<TABLE>
<CAPTION>
1992 1993 1994 1995
Num of Quarters Open for Period 4 4 4 4
FINANCIAL HIGHLIGHTS
($'s in Thousands)
<S> <C> <C> <C> <C>
BALANCE SHEET:
Total Assets 52,304 52,078 49,738 53,156
% Change in Assets 3.97 (0.43) (4.49) 6.87
Total Loans 21,969 22,758 25,095 28,013
Mortgage Loans Serv for Others - - - -
Mortgage Loans Serv by Others - - - -
Total Savings Deposits 47,030 46,092 43,274 41,964
Broker Originated Deposits - - - -
CAPITAL:
Equity Capital 4,896 5,531 6,018 9,947
GAAP Capital 4,896 5,531 6,018 9,947
Tangible Capital 4,896 5,531 6,018 9,947
Core Capital 4,896 5,531 6,018 9,947
Risk-Based Capital 4,922 5,552 6,036 9,945
Equity Capital/Total Assets 9.36 10.62 12.10 18.71
Core Cap/Risk Based Assets 26.93 31.27 34.70 51.58
Core Cap/Adj Tangible Assets 9.36 10.62 12.10 18.71
Tangible Cap/Tangible Assets 9.36 10.62 12.10 18.71
Risk-Based Cap/Risk-Wt Assets 27.08 31.39 34.81 51.57
PROFITABILITY:
Net Income(Loss) 499 590 471 471
Ret on Avg Assets Bef Ext Item 0.97 1.27 0.92 0.88
Return on Avg GAAP Capital 10.79 12.68 8.15 5.59
Net Interest Income/Avg Assets 2.82 3.32 3.01 2.95
Noninterest Income/Avg Assets 0.51 0.53 0.58 0.53
Noninterest Expense/Avg Assets 1.85 2.02 2.15 2.24
Yield/Cost Spread 2.66 3.25 2.91 2.58
LIQUIDITY:
Int Earn Assets/Int Bear Liab 108.03 109.65 110.89 131.07
Brokered Deposits/Tot Deposits - - - -
Amt Eligible as Reg Liquidity 18,228 19,524 15,804 19,401
ASSET QUALITY:
Nonperf Lns+REO/Total Lns+REO 0.12 0.08 0.04 0.12
Nonaccrual Loans/Gross Loans - - - 0.12
Nonaccrual Loans/Loan Loss Res - - - 89.74
Reposs Assets/Total Assets - - - -
Net Chrg-Offs/Avg Adj Lns - - - (0.02)
Non 1-4 Con/Conv Lns/Tot Assts 0.42 0.53 0.42 0.33
</TABLE>
SOURCE: SHESHUNOFF 12
<PAGE>
FERGUSON & CO., LLP EXHIBIT IV
- -------------------
PERRY COUNTY SAVINGS BANK
PERRYVILLE, MO
<TABLE>
<CAPTION>
1992 1993 1994 1995
Num of Quarters Open for Period 4 4 4 4
FINANCIAL HIGHLIGHTS
($'s in Thousands)
<S> <C> <C> <C> <C>
BALANCE SHEET:
Total Assets 68,884 69,955 71,431 73,841
% Change in Assets (1.93) 1.55 2.11 3.37
Total Loans 5,817 5,793 6,605 8,975
Mortgage Loans Serv for Others - - - -
Mortgage Loans Serv by Others 2,236 1,810 1,525 1,264
Total Savings Deposits 62,026 62,209 62,752 60,565
Broker Originated Deposits - - - -
CAPITAL:
Equity Capital 6,307 7,146 7,769 12,014
GAAP Capital 6,307 7,146 7,769 12,014
Tangible Capital 6,307 7,146 7,771 11,775
Core Capital 6,307 7,146 7,771 11,775
Risk-Based Capital 6,317 7,156 7,781 11,785
Equity Capital/Total Assets 9.16 10.22 10.88 16.27
Core Cap/Risk Based Assets 59.78 64.33 64.14 89.31
Core Cap/Adj Tangible Assets 9.16 10.22 10.88 16.00
Tangible Cap/Tangible Assets 9.16 10.22 10.88 16.00
Risk-Based Cap/Risk-Wt Assets 59.88 64.42 64.22 89.38
PROFITABILITY:
Net Income(Loss) 823 839 625 621
Ret on Avg Assets Bef Ext Item 1.18 1.21 1.09 0.83
Return on Avg GAAP Capital 13.96 12.47 10.18 5.62
Net Interest Income/Avg Assets 2.74 2.82 2.68 2.38
Noninterest Income/Avg Assets 0.12 0.11 0.11 0.13
Noninterest Expense/Avg Assets 1.06 1.08 1.10 1.18
Yield/Cost Spread 2.49 2.58 2.41 1.69
LIQUIDITY:
Int Earn Assets/Int Bear Liab 107.52 109.59 109.73 117.90
Brokered Deposits/Tot Deposits - - - -
Amt Eligible as Reg Liquidity 22,282 24,308 28,161 24,600
ASSET QUALITY:
Nonperf Lns+REO/Total Lns+REO 1.13 1.10 1.35 0.73
Nonaccrual Loans/Gross Loans - - - 0.09
Nonaccrual Loans/Loan Loss Res - - - 80.00
Reposs Assets/Total Assets 0.05 0.05 0.06 0.04
Net Chrg-Offs/Avg Adj Lns - - - -
Non 1-4 Con/Conv Lns/Tot Assts 0.19 0.32 0.25 0.51
</TABLE>
SOURCE: SHESHUNOFF 13
<PAGE>
FERGUSON & CO., LLP EXHIBIT IV
- -------------------
TRI-COUNTY FSB
TORRINGTON, WY
<TABLE>
<CAPTION>
1992 1993 1994 1995
Num of Quarters Open for Period 4 4 4 4
FINANCIAL HIGHLIGHTS
($'s in Thousands)
<S> <C> <C> <C> <C>
BALANCE SHEET:
Total Assets 54,778 57,297 58,120 64,470
% Change in Assets (1.62) 4.60 1.44 10.93
Total Loans 21,586 23,998 24,742 25,758
Mortgage Loans Serv for Others 1,083 - 474 -
Mortgage Loans Serv by Others 918 423 359 2,436
Total Savings Deposits 48,267 46,504 45,707 44,814
Broker Originated Deposits - - - -
CAPITAL:
Equity Capital 6,390 9,711 10,305 11,463
GAAP Capital 6,390 9,711 10,305 11,463
Tangible Capital 6,390 9,711 10,305 11,061
Core Capital 6,390 9,711 10,305 11,061
Risk-Based Capital 6,618 9,997 10,575 11,355
Equity Capital/Total Assets 11.67 16.95 17.73 17.78
Core Cap/Risk Based Assets 29.36 41.31 48.03 43.55
Core Cap/Adj Tangible Assets 11.67 16.95 17.73 17.26
Tangible Cap/Tangible Assets 11.67 16.95 17.73 17.26
Risk-Based Cap/Risk-Wt Assets 30.41 42.52 49.29 44.71
PROFITABILITY:
Net Income(Loss) 743 876 731 608
Ret on Avg Assets Bef Ext Item 1.35 1.56 1.27 0.98
Return on Avg GAAP Capital 12.32 10.88 7.23 5.55
Net Interest Income/Avg Assets 3.70 3.92 3.73 3.23
Noninterest Income/Avg Assets 0.40 0.58 0.35 0.41
Noninterest Expense/Avg Assets 2.00 2.20 2.34 2.17
Yield/Cost Spread 3.44 3.57 3.30 2.69
LIQUIDITY:
Int Earn Assets/Int Bear Liab 110.59 119.04 118.69 118.87
Brokered Deposits/Tot Deposits - - - -
Amt Eligible as Reg Liquidity 8,632 11,175 11,071 12,536
ASSET QUALITY:
Nonperf Lns+REO/Total Lns+REO 2.07 2.44 1.24 1.84
Nonaccrual Loans/Gross Loans 0.39 1.00 0.93 0.09
Nonaccrual Loans/Loan Loss Res 19.41 55.20 52.94 5.44
Reposs Assets/Total Assets 0.01 0.01 0.04 0.32
Net Chrg-Offs/Avg Adj Lns 0.00 (0.02) 0.00 -
Non 1-4 Con/Conv Lns/Tot Assts 2.50 2.14 2.33 1.72
</TABLE>
SOURCE: SHESHUNOFF 14
<PAGE>
EXHIBIT V
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Deposit Current
Ins. Stock
Agency Price
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AADV Advantage Bancorp, Inc. Kenosha WI MW SAIF NASDAQ 03/23/92 34.000
ABBK Abington Savings Bank Abington MA NE BIF NASDAQ 06/10/86 15.750
ABCW Anchor BanCorp Wisconsin Madison WI MW SAIF NASDAQ 07/16/92 33.250
AFCB Affiliated Community Bancorp Waltham MA NE SAIF NASDAQ 10/19/95 17.250
AFFFZ America First Financial Fund San Francisco CA WE SAIF NASDAQ NA 27.500
AHCI Ambanc Holding Co., Inc. Amsterdam NY MA BIF NASDAQ 12/27/95 9.500
AHM Ahmanson & Company (H.F.) Irwindale CA WE SAIF NYSE 10/01/72 23.750
ALBC Albion Banc Corp. Albion NY MA SAIF NASDAQ 07/26/93 17.000
ALBK ALBANK Financial Corp Albany NY MA SAIF NASDAQ 04/01/92 26.750
AMFB American Federal Bank Greenville SC SE SAIF NASDAQ 01/19/89 15.750
AMFC AMB Financial Corp. Munster IN MW SAIF NASDAQ 04/01/96 10.625
ANBK American National Bancorp Baltimore MD MA SAIF NASDAQ 10/31/95 10.125
ANDB Andover Bancorp, Inc. Andover MA NE BIF NASDAQ 05/08/86 22.375
ASBI Ameriana Bancorp New Castle IN MW SAIF NASDAQ 05/02/87 13.000
ASBP ASB Financial Corp. Portsmouth OH MW SAIF NASDAQ 05/11/95 15.000
ASFC Astoria Financial Corporation Lake Success NY MA SAIF NASDAQ 11/18/93 53.250
ATSB AmTrust Capital Corp. Peru IN MW SAIF NASDAQ 03/28/95 10.000
AVND Avondale Financial Corp. Chicago IL MW SAIF NASDAQ 04/07/95 13.750
BABC Barrington Bancorp, Inc. Barrington IL MW SAIF NASDAQ 05/12/94 24.500
BANC BankAtlantic Bancorp, Inc. Fort Lauderdal FL SE SAIF NASDAQ 11/29/83 15.750
BDJI First Federal Bancorporation Bemidji MN MW SAIF NASDAQ 04/04/95 13.250
BELL Bell Bancorp Chicago IL MW SAIF NASDAQ 12/23/91 37.250
BFD BostonFed Bancorp, Inc. Burlington MA NE SAIF AMSE 10/24/95 12.375
BFSB Bedford Bancshares, Inc. Bedford VA SE SAIF NASDAQ 08/22/94 17.375
BFSI BFS Bankorp, Inc. New York NY MA SAIF NASDAQ 05/12/88 38.750
BKC American Bank of Connecticut Waterbury CT NE BIF AMSE 12/01/81 25.625
BKCO Bankers Corp. Perth Amboy NJ MA BIF NASDAQ 03/16/90 17.000
BKCT Bancorp Connecticut, Inc. Southington CT NE BIF NASDAQ 07/03/86 21.250
BKUNA BankUnited Financial Corp. Coral Gables FL SE SAIF NASDAQ 12/11/85 7.750
BRFC Bridgeville Savings Bank Bridgeville PA MA SAIF NASDAQ 10/07/94 14.000
BSBC Branford Savings Bank Branford CT NE BIF NASDAQ 11/04/86 3.000
BTHL Bethel Bancorp Portland ME NE BIF NASDAQ 08/19/87 12.500
BVFS Bay View Capital Corp. San Mateo CA WE SAIF NASDAQ 05/09/86 33.000
BWFC Bank West Financial Corp. Grand Rapids MI MW SAIF NASDAQ 03/30/95 9.500
BYFC Broadway Financial Corp. Los Angeles CA WE SAIF NASDAQ 01/09/96 10.375
CAFI Camco Financial Corporation Cambridge OH MW SAIF NASDAQ NA 18.250
CAL Cal Fed Bancorp, Inc. Los Angeles CA WE SAIF NYSE 03/01/83 17.875
CAPS Capital Savings Bancorp, Inc. Jefferson City MO MW SAIF NASDAQ 12/29/93 19.000
<CAPTION>
Current Price/ Current Current Current
Market LTM Price/ Price/ T.Price/ Dividend
Value Core EPS Book V. Book V. Assets Yield
Ticker ($M) (x) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C> <C>
AADV 117.79 16.11 129.92 150.78 12.10 0.941
ABBK 29.67 30.29 95.34 109.00 6.20 2.540
ABCW 164.07 12.79 139.53 143.01 9.98 1.203
AFCB 87.49 NA 89.80 90.50 9.32 2.783
AFFFZ 165.29 10.50 109.30 112.20 6.84 5.818
AHCI 51.51 NA 67.76 67.76 11.72 0.000
AHM 2,672.17 35.45 116.42 124.22 5.37 3.705
ALBC 4.43 27.87 72.77 72.77 7.76 1.805
ALBK 363.94 13.24 113.44 128.54 10.92 1.794
AMFB 171.73 9.91 160.71 174.61 12.76 2.540
AMFC 11.94 NA NA NA NA 0.000
ANBK 40.30 NA 78.55 78.55 9.18 0.000
ANDB 94.93 9.64 111.32 111.32 8.53 2.682
ASBI 43.23 14.13 96.94 97.09 11.28 4.317
ASBP 25.71 NA 96.15 96.15 23.38 2.000
ASFC 583.54 13.05 101.80 125.12 8.70 1.653
ATSB 5.67 111.11 75.08 NA 7.76 0.000
AVND 57.52 NA 85.94 85.94 9.42 0.000
BABC 16.20 43.75 140.08 140.08 23.08 1.143
BANC 184.95 12.30 138.40 153.06 9.53 1.117
BDJI 11.43 NA 75.67 75.67 11.36 0.000
BELL 343.06 31.04 111.59 111.59 17.70 1.208
BFD 81.55 NA 83.73 83.73 12.72 1.616
BFSB 20.43 13.90 103.05 103.05 17.65 2.072
BFSI 63.38 6.91 137.46 137.46 11.19 0.000
BKC 58.55 22.68 131.34 138.66 12.30 5.307
BKCO 219.68 10.69 117.48 120.14 11.55 3.294
BKCT 48.10 11.36 111.31 111.31 12.53 4.047
BKUNA 42.10 NM 73.11 73.11 2.55 0.000
BRFC 15.74 22.58 99.50 99.50 28.02 2.286
BSBC 15.54 14.29 129.87 129.87 11.28 0.000
BTHL 15.04 16.23 89.61 106.93 6.96 2.560
BVFS 227.71 30.56 112.02 114.90 7.82 1.818
BWFC 21.81 NA 79.37 79.37 15.75 2.947
BYFC 9.26 NA NA NA NA 1.928
CAFI 35.98 12.33 129.89 129.89 10.38 2.411
CAL 881.47 11.61 136.66 136.66 6.17 0.000
CAPS 19.74 10.44 95.00 95.00 10.26 1.895
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 1
<PAGE>
<TABLE>
<CAPTION>
Deposit Current
Ins. Stock
Agency Price
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CARV Carver Federal Savings Bank New York NY MA SAIF NASDAQ 10/25/94 8.750
CASB Cascade Financial Corp. Everett WA WE SAIF NASDAQ 09/16/92 17.125
CASH First Midwest Financial, Inc. Storm Lake IA MW SAIF NASDAQ 09/20/93 23.250
CATB Catskill Financial Corp Catskill NY MA BIF NASDAQ 04/18/96 10.625
CBCI Calumet Bancorp, Inc. Dolton IL MW SAIF NASDAQ 02/20/92 27.750
CBCO CB Bancorp, Inc. Michigan City IN MW SAIF NASDAQ 12/28/92 16.250
CBIN Community Bank Shares New Albany IN MW SAIF NASDAQ 04/10/95 14.750
CBNH Community Bankshares, Inc. Concord NH NE BIF NASDAQ 05/08/86 17.500
CBSA Coastal Bancorp, Inc. Houston TX SW SAIF NASDAQ NA 18.250
CBSB Charter Financial, Inc. Sparta IL MW SAIF NASDAQ 12/29/95 11.625
CCFH CCF Holding Company Jonesboro GA SE SAIF NASDAQ 07/12/95 12.125
CEBK Central Co-Operative Bank Somerville MA NE BIF NASDAQ 10/24/86 16.250
CENF CENFED Financial Corp. Pasadena CA WE SAIF NASDAQ 10/25/91 23.000
CFB Commercial Federal Corporation Omaha NE MW SAIF NYSE 12/31/84 38.375
CFCP Coastal Financial Corp. Myrtle Beach SC SE SAIF NASDAQ 09/26/90 21.000
CFCX Center Financial Corp. Waterbury CT NE BIF NASDAQ 08/13/86 17.250
CFFC Community Financial Corp. Staunton VA SE SAIF NASDAQ 03/30/88 21.000
CFHC California Financial Holding Stockton CA WE SAIF NASDAQ 04/01/83 21.875
CFSB CFSB Bancorp, Inc. Lansing MI MW SAIF NASDAQ 06/22/90 20.250
CFTP Community Federal Bancorp Tupelo MS SE SAIF NASDAQ 03/26/96 12.750
CFX CFX Corporation Keene NH NE BIF AMSE 02/12/87 13.625
CIBI Community Investors Bancorp Bucyrus OH MW SAIF NASDAQ 02/07/95 15.250
CJFC Central Jersey Financial East Brunswick NJ MA SAIF NASDAQ 09/01/84 27.750
CKFB CKF Bancorp, Inc. Danville KY MW SAIF NASDAQ 01/04/95 19.625
CLAS Classic Bancshares, Inc. Ashland KY MW SAIF NASDAQ 12/29/95 11.250
CMRN Cameron Financial Corp Cameron MO MW SAIF NASDAQ 04/03/95 14.000
CMSB Commonwealth Savings Bank, MHC Valley Forge PA MA SAIF NASDAQ 01/24/94 21.250
CMSV Community Savings, MHC North Palm Beach FL SE SAIF NASDAQ 10/24/94 15.000
CNIT CENIT Bancorp, Inc. Norfolk VA SE SAIF NASDAQ 08/06/92 34.625
CNSK Covenant Bank for Savings Haddonfield NJ MA BIF NASDAQ NA 13.250
COFD Collective Bancorp, Inc. Egg Harbor City NJ MA SAIF NASDAQ 02/07/84 24.125
COFI Charter One Financial Cleveland OH MW SAIF NASDAQ 01/22/88 34.875
CONE Conestoga Bancorp, Inc. Roslyn NY MA SAIF NASDAQ 03/30/94 20.875
COOP Cooperative Bankshares, Inc. Wilmington NC SE SAIF NASDAQ 08/21/91 18.000
COSB CSB Financial Corporation Lynchburg VA SE SAIF NASDAQ 09/28/93 20.750
CRCL Circle Financial Corp. Sharonville OH MW SAIF NASDAQ 08/06/91 34.625
CRZY Crazy Woman Creek Bancorp Buffalo WY WE SAIF NASDAQ 03/29/96 10.500
CSA Coast Savings Financial Los Angeles CA WE SAIF NYSE 12/23/85 31.125
<CAPTION>
Current Price/ Current Current Current
Market LTM Price/ Price/ T.Price/ Dividend
Value Core EPS Book V. Book V. Assets Yield
Ticker ($M) (x) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C> <C>
CARV 20.25 20.35 57.87 60.85 5.58 0.000
CASB 27.95 38.06 137.88 137.88 8.57 0.000
CASH 41.61 14.62 107.69 115.38 13.26 1.892
CATB 60.42 NA NA NA NA 0.000
CBCI 73.89 13.21 86.75 86.75 14.74 0.000
CBCO 19.31 8.38 102.91 102.91 9.43 0.000
CBIN 29.26 NA 115.41 115.41 13.56 2.305
CBNH 42.11 12.24 112.76 NA 8.15 3.429
CBSA 90.48 9.61 97.28 119.83 3.22 2.192
CBSB 57.83 NA 90.26 92.78 19.46 2.065
CCFH 13.71 NA 78.94 78.94 17.05 3.299
CEBK 31.42 17.66 99.21 113.72 9.87 0.000
CENF 115.72 16.31 110.31 110.58 5.36 1.423
CFB 578.20 10.29 144.43 160.77 8.74 1.042
CFCP 56.90 16.28 218.07 218.07 13.32 2.381
CFCX 249.91 15.40 111.58 119.46 6.81 1.623
CFFC 26.66 12.80 123.60 123.60 16.90 2.476
CFHC 102.10 33.14 118.63 119.67 7.99 2.011
CFSB 90.64 14.06 141.61 141.61 11.75 2.173
CFTP 59.02 NA NA NA NA 0.000
CFX 102.32 15.48 113.73 127.81 11.36 5.284
CIBI 10.69 12.82 90.08 90.08 12.47 1.049
CJFC 74.04 15.08 134.84 145.06 15.88 1.730
CKFB 18.16 NA 112.59 112.59 32.11 2.038
CLAS 14.88 NA 76.22 76.22 21.95 0.000
CMRN 39.90 NA 79.91 79.91 24.34 2.000
CMSB 183.36 16.87 133.82 153.10 12.60 2.353
CMSV 72.83 18.07 97.66 97.66 12.41 4.667
CNIT 55.62 19.45 118.30 122.96 8.64 2.310
CNSK 24.91 16.56 146.57 146.57 8.20 0.000
COFD 492.33 9.46 138.09 148.64 9.73 3.316
COFI 1,573.38 11.70 172.99 NA 11.94 2.638
CONE 98.99 35.99 118.74 118.74 20.02 0.000
COOP 26.85 32.14 92.31 105.39 8.61 0.000
COSB 54.82 27.30 116.31 121.56 16.67 1.928
CRCL 24.52 27.48 100.95 117.02 10.99 1.964
CRZY 11.11 NA NA NA NA 0.000
CSA 578.41 17.58 135.98 138.27 7.02 0.000
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 2
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Deposit Current Current
Ins. Stock Market
Agency Price Value
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CSBF CSB Financial Group, Inc. Centralia IL MW SAIF NASDAQ 10/09/95 9.125 9.44
CTBK Center Banks Incorporated Skaneateles NY MA BIF NASDAQ 06/02/86 14.000 13.05
CTZN CitFed Bancorp, Inc. Dayton OH MW SAIF NASDAQ 01/23/92 34.750 196.41
CVAL Chester Valley Bancorp Inc. Downingtown PA MA SAIF NASDAQ 03/27/87 18.250 28.64
CZF CitiSave Financial Corp Baton Rouge LA SW SAIF AMSE 07/14/95 14.625 14.11
DFIN Damen Financial Corp. Schaumburg IL MW SAIF NASDAQ 10/02/95 11.500 45.63
DIBK Dime Financial Corp. Wallingford CT NE BIF NASDAQ 07/09/86 13.750 69.06
DME Dime Bancorp, Inc. New York NY MA BIF NYSE 08/19/86 12.500 1,235.59
DNFC D & N Financial Corp. Hancock MI MW SAIF NASDAQ 02/13/85 12.750 87.07
DSBC DS Bancor, Inc. Derby CT NE BIF NASDAQ 12/11/85 30.500 92.39
DSL Downey Financial Corp. Newport Beach CA WE SAIF NYSE 01/01/71 21.625 367.04
EBCI Eagle Bancorp, Inc. Charleston WV SE SAIF NASDAQ 07/18/88 32.000 87.34
EBCP Eastern Bancorp Dover NH NE SAIF NASDAQ 11/17/83 24.000 57.55
EBSI Eagle Bancshares Tucker GA SE SAIF NASDAQ 04/01/86 14.750 45.98
EFBI Enterprise Federal Bancorp Lockland OH MW SAIF NASDAQ 10/17/94 14.250 31.04
EGFC Eagle Financial Corp. Bristol CT NE SAIF NASDAQ 02/03/87 23.125 103.87
EQSB Equitable Federal Savings Bank Wheaton MD MA SAIF NASDAQ 09/10/93 22.500 13.50
ESBK Elmira Savings Bank (The) Elmira NY MA BIF NASDAQ 03/01/85 17.250 12.30
ESX Essex Bancorp, Inc. Virginia Beach VA SE SAIF AMSE NA 3.250 3.41
ETFS East Texas Financial Services Tyler TX SW SAIF NASDAQ 01/10/95 15.750 17.86
FBBC First Bell Bancorp, Inc. Pittsburgh PA MA SAIF NASDAQ 06/29/95 13.750 112.29
FBCI Fidelity Bancorp, Inc. Chicago IL MW SAIF NASDAQ 12/15/93 15.625 48.20
FBCV 1ST Bancorp Vincennes IN MW SAIF NASDAQ 04/07/87 29.250 19.48
FBER 1st Bergen Bancorp Wood-Ridge NJ MA SAIF NASDAQ 04/01/96 9.625 30.55
FBHC Fort Bend Holding Corp. Rosenberg TX SW SAIF NASDAQ 06/30/93 18.500 15.12
FBSI First Bancshares, Inc. Mountain Grove MO MW SAIF NASDAQ 12/22/93 16.500 21.48
FCB Falmouth Co-Operative Bank Falmouth MA NE BIF AMSE 03/28/96 10.750 15.64
FCBF FCB Financial Corp. Neenah WI MW SAIF NASDAQ 09/24/93 17.625 44.28
FCIT First Citizens Financial Corp. Gaithersburg MD MA SAIF NASDAQ 12/17/86 19.750 52.32
FDEF First Defiance Financial Defiance OH MW SAIF NASDAQ 10/02/95 10.750 118.00
FED FirstFed Financial Corp. Santa Monica CA WE SAIF NYSE 12/16/83 16.125 171.32
FESX First Essex Bancorp, Inc. Andover MA NE BIF NASDAQ 08/04/87 10.875 65.50
FFBA First Colorado Bancorp, Inc. Lakewood CO SW SAIF NASDAQ 01/02/96 12.125 243.68
FFBI First Financial Bancorp, Inc. Belvidere IL MW SAIF NASDAQ 10/04/93 15.750 7.43
FFBS FFBS BanCorp, Inc. Columbus MS SE SAIF NASDAQ 07/01/93 19.500 30.67
FFBZ First Federal Bancorp, Inc. Zanesville OH MW SAIF NASDAQ 07/13/92 22.250 17.46
FFCH First Financial Holdings Inc. Charleston SC SE SAIF NASDAQ 11/10/83 20.250 128.19
FFDF FFD Financial Corp. Dover OH MW SAIF NASDAQ NA 10.500 15.27
<CAPTION>
Price/ Current Current Current
LTM Price/ Price/ T.Price/ Dividend
Core EPS Book V.Book V.Assets Yield
Ticker (x) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C>
CSBF NA 74.19 74.19 22.90 0.000
CTBK 10.94 85.78 85.78 6.07 1.714
CTZN 18.89 112.97 131.03 7.93 0.806
CVAL 12.50 115.14 115.14 10.59 1.973
CZF NA 91.18 91.29 18.04 2.051
DFIN NA 79.86 79.86 19.39 0.000
DIBK 9.68 133.62 141.17 10.49 2.036
DME 15.06 136.02 NA 6.36 0.000
DNFC 8.50 125.49 127.50 7.07 0.000
DSBC 13.44 113.00 116.99 7.40 0.787
DSL 14.42 94.72 96.41 7.89 2.220
EBCI 21.33 181.92 181.92 22.12 1.750
EBCP 14.63 90.63 96.27 6.98 3.000
EBSI 9.97 123.85 123.85 8.24 3.525
EFBI 20.65 95.90 96.09 14.95 0.000
EGFC 10.32 108.21 120.19 8.02 3.978
EQSB 5.31 102.23 102.23 5.29 0.000
ESBK 37.50 86.16 90.22 5.47 3.710
ESX NM 15.09 24.31 1.01 0.000
ETFS 18.53 83.29 83.29 16.35 1.270
FBBC NA 99.78 99.78 22.69 1.455
FBCI 17.76 92.40 92.73 11.13 1.536
FBCV NM 90.47 90.47 7.13 1.368
FBER NA NA NA NA 0.000
FBHC 10.57 87.84 87.84 6.39 1.514
FBSI 19.64 91.26 91.46 15.70 1.212
FCB NA NA NA NA 0.000
FCBF 18.95 94.50 94.50 18.50 3.404
FCIT 15.43 134.45 134.45 8.55 0.000
FDEF NA 88.40 88.40 22.45 2.605
FED 24.43 87.73 89.29 4.11 0.000
FESX 10.16 108.86 108.86 8.10 4.414
FFBA NA 100.87 102.15 16.33 2.474
FFBI 14.06 94.42 94.42 9.93 0.000
FFBS 18.22 118.69 118.69 24.82 2.051
FFBZ 10.21 138.72 138.89 10.08 1.798
FFCH 13.06 135.18 138.54 9.03 3.160
FFDF NA NA NA NA 0.000
</TABLE>
Source: SNL & F&C Calculations 3
<PAGE>
FERGUSON & CO., LLP Market Data as of April 30, 1996
- -------------------
Exhibit V - All Publicly Held Thrifts
<TABLE>
<CAPTION>
Deposit
Ins. Current Current
Agency Stock Market
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date Price Value
($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFDP FirstFed Bancshares Des Plaines IL MW SAIF NASDAQ 07/01/92 22.500 50.81
FFEC First Fed Bncshrs Eau Claire Eau Claire WI MW SAIF NASDAQ 10/12/94 14.000 95.98
FFED Fidelity Federal Bancorp Evansville IN MW SAIF NASDAQ 08/31/87 14.000 31.61
FFES First Federal of East Hartford East Hartford CT NE SAIF NASDAQ 06/23/87 17.500 45.39
FFFC FFVA Financial Corp. Lynchburg VA SE SAIF NASDAQ 10/12/94 31.250 89.12
FFFD North Central Bancshares, Inc. Fort Dodge IA MW SAIF NASDAQ 03/21/96 10.625 42.62
FFFG F.F.O. Financial Group, Inc. St. Cloud FL SE SAIF NASDAQ 03/21/99 2.625 22.13
FFFD North Central Bancshares, Inc. Fort Dodge IA MW SAIF NASDAQ 10/13/88 10.625 42.62
FFFL Fidelity FSB of Florida, MHC West Palm Beach FL SE SAIF NASDAQ 01/07/94 13.500 90.69
FFHC First Financial Corp. Stevens Point WI MW SAIF NASDAQ 12/24/80 23.500 702.30
FFHH FSF Financial Corp. Hutchinson MN MW SAIF NASDAQ 10/07/94 12.625 43.25
FFHP First Harrisburg Bancor Harrisburg PA MA SAIF NASDAQ 10/14/86 NA NA
FFHS First Franklin Corporation Cincinnati OH MW SAIF NASDAQ 01/26/88 14.375 17.06
FFIC Flushing Financial Corp Flushing NY MA BIF NASDAQ 11/21/95 15.750 125.33
FFKY First Federal Financial Corp. Elizabethtown KY MW SAIF NASDAQ 07/15/87 35.750 75.49
FFLC FFLC Bancorp, Inc. Leesburg FL SE SAIF NASDAQ 01/04/94 17.750 46.83
FFML First Family Financial Corp. Eustis FL SE SAIF NASDAQ 10/22/92 21.750 11.85
FFOH Fidelity Financial of Ohio Cincinnati OH MW SAIF NASDAQ 03/04/96 10.000 40.73
FFPB First Palm Beach Bancorp, Inc. West Palm Beach FL SE SAIF NASDAQ 09/29/93 21.500 111.38
FFPC Florida First Bancorp, Inc. Panama City FL SE SAIF NASDAQ 11/06/86 8.500 28.68
FFRV Fidelity Financial Bankshares Richmond VA SE SAIF NASDAQ 05/01/86 13.250 30.17
FFSL First Independence Corp. Independence KS MW SAIF NASDAQ 10/08/93 18.125 10.57
FFSW FirstFederal Financial Svcs Wooster OH MW SAIF NASDAQ 03/31/87 24.000 78.61
FFSX First Fed SB of Siouxland, MHC Sioux City IA MW SAIF NASDAQ 07/13/92 24.000 40.95
FFWC FFW Corp. Wabash IN MW SAIF NASDAQ 04/05/93 19.500 14.80
FFWD Wood Bancorp, Inc. Bowling Green OH MW SAIF NASDAQ 08/31/93 18.500 19.13
FFWM First Financial-W. Maryland Cumberland MD MA SAIF NASDAQ 02/11/92 20.000 43.75
FFYF FFY Financial Corp. Youngstown OH MW SAIF NASDAQ 06/28/93 22.875 113.13
FGHC First Georgia Holding, Inc. Brunswick GA SE SAIF NASDAQ 02/11/87 7.000 14.01
FIBC Financial Bancorp, Inc. Long Island City NY MA SAIF NASDAQ 08/17/94 13.250 24.82
FIDF Fidelity Federal Bank, FSB Glendale CA WE SAIF NASDAQ NA 9.125 166.46
FISB First Indiana Corporation Indianapolis IN MW SAIF NASDAQ 08/02/83 25.000 206.96
FKFS First Keystone Financial Media PA MA SAIF NASDAQ 01/26/95 17.000 23.12
FKKY Frankfort First Bancorp, Inc. Frankfort KY MW SAIF NASDAQ 07/10/95 15.500 49.27
FLAG FLAG Financial Corp. LaGrange GA SE SAIF NASDAQ 12/11/86 13.500 25.87
FLFC First Liberty Financial Corp. Macon GA SE SAIF NASDAQ 12/06/83 21.750 86.40
FMBD First Mutual Bancorp, Inc. Decatur IL MW SAIF NASDAQ 07/05/95 12.500 54.40
FMCO FMS Financial Corporation Burlington NJ MA SAIF NASDAQ 12/14/88 14.750 36.38
FMCT Farmers & Mechanics Bank Middletown CT NE BIF NASDAQ 12/10/93 20.000 33.22
<CAPTION>
Price/ Current Current Current
LTM Price/ Price/ T.Price/ Dividend
Core EPS Book V.Book V.Assets Yield
Ticker (x) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C>
FFDP 26.16 90.29 94.54 8.14 1.778
FFEC 17.50 100.65 105.03 15.44 2.000
FFED 10.07 221.87 221.87 11.38 7.143
FFES 9.11 78.48 78.76 4.86 3.429
FFFC 14.27 94.21 96.09 17.92 2.560
FFFG NA NA NA NA 3.471
FFFD 15.44 117.19 117.19 7.34 0.000
FFFL 18.49 109.67 111.11 11.63 4.444
FFHC 10.49 176.69 186.21 12.96 2.553
FFHH 25.25 82.84 82.84 13.24 3.960
FFHP NA NA NA NA NA
FFHS 13.82 83.04 83.04 7.89 1.948
FFIC NA 98.13 98.13 16.95 0.000
FFKY 16.03 155.10 166.67 22.10 2.685
FFLC 15.43 83.49 83.49 14.17 2.254
FFML 15.65 137.92 137.92 7.73 0.736
FFOH NA 80.19 80.19 16.33 2.000
FFPB 14.14 101.37 104.02 8.40 1.860
FFPC 12.32 136.22 136.22 9.43 2.824
FFRV 9.81 112.48 112.57 9.60 1.208
FFSL 11.54 82.31 82.31 10.41 2.207
FFSW 15.29 163.15 179.37 7.91 2.000
FFSX 16.00 111.52 112.10 9.38 3.000
FFWC 10.96 89.78 89.78 10.13 2.462
FFWD 12.25 95.26 95.26 13.69 1.946
FFWM 33.33 106.95 106.95 13.40 2.400
FFYF 16.34 112.96 112.96 20.73 2.623
FGHC 12.73 143.74 163.55 10.27 0.000
FIBC 19.49 94.44 94.98 10.68 2.264
FIDF NM 95.15 95.35 5.08 0.000
FISB 14.45 156.54 158.83 14.01 2.240
FKFS NA 96.76 96.76 8.47 0.000
FKKY NA 99.30 99.30 35.55 2.323
FLAG 15.34 141.66 141.66 11.14 2.222
FLFC 13.26 131.90 158.64 9.32 2.391
FMBD NA 75.53 75.53 19.07 2.240
FMCO 9.05 109.26 112.34 7.19 1.356
FMCT NM 111.42 111.42 6.19 0.000
</TABLE>
SOURCE: SNL F&C CALCULATIONS 4
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Deposit Current Current
Ins. Stock Market
Agency Price Value
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FMLY Family Bancorp Haverhill MA NE SAIF NASDAQ 11/07/86 20.750 84.81
FMSB First Mutual Savings Bank Bellevue WA WE BIF NASDAQ 12/17/85 15.250 37.31
FNGB First Northern Capital Corp. Green Bay WI MW SAIF NASDAQ 12/29/83 15.875 72.34
FNSC Financial Security Corp. Chicago IL MW SAIF NASDAQ 12/29/92 26.250 39.27
FOBC Fed One Bancorp Wheeling WV SE SAIF NASDAQ 01/19/95 15.125 37.65
FPRY First Financial Bancorp Tallahassee FL SE SAIF NASDAQ 03/29/88 20.625 17.84
FRC First Republic Bancorp San Francisco CA WE BIF NYSE NA 14.750 108.40
FSBC First Savings Bank, FSB Clovis NM SW SAIF NASDAQ 08/08/86 6.310 4.39
FSBI Fidelity Bancorp, Inc. Pittsburgh PA MA SAIF NASDAQ 06/24/88 17.500 21.69
FSBS First Ashland Financial Corp Ashland KY MW SAIF NASDAQ 04/07/95 17.750 25.01
FSBX Framingham Savings Bank Framingham MA NE BIF NASDAQ 10/10/86 4.000 55.53
FSFC First Southeast Financial Corp Anderson SC SE SAIF NASDAQ 10/08/93 18.750 76.89
FSFI First State Financial Services West Caldwell NJ MA SAIF NASDAQ 12/18/87 12.000 46.67
FSLA First Savings Bank, MHC Edison NJ MA SAIF NASDAQ 07/10/92 15.000 97.68
FSNJ First Savings Bk of NJ, MHC Bayonne NJ MA SAIF NASDAQ 01/09/95 14.000 42.87
FSPG First Home Savings Bank, FSB Pennsville NJ MA SAIF NASDAQ 04/20/87 18.750 38.06
FSSB First FS&LA of San Bernardino San Bernardino CA WE SAIF NASDAQ 02/02/93 10.000 3.28
FTF Texarkana First Financial Corp Texarkana AR SE SAIF AMSE 07/07/95 15.375 30.50
FTFC First Federal Capital Corp. La Crosse WI MW SAIF NASDAQ 11/02/89 21.750 136.98
FTSB Fort Thomas Financial Corp Fort Thomas KY MW SAIF NASDAQ 06/28/95 14.440 22.73
FWWB First SB of Washington Bancorp Walla Walla WA WE SAIF NASDAQ 11/01/95 15.125 152.23
GAF GA Financial, Inc. Pittsburgh PA MA SAIF AMSE 03/26/96 11.125 99.01
GBCI Glacier Bancorp, Inc. Kalispell MT WE SAIF NASDAQ 03/30/84 23.750 72.54
GDVS Greater Delaware Valley SB,MHC Broomall PA MA SAIF NASDAQ 03/03/95 10.750 35.18
GDW Golden West Financial Oakland CA WE SAIF NYSE 05/29/59 52.625 3,085.03
GFCO Glenway Financial Corp. Cincinnati OH MW SAIF NASDAQ 11/30/90 21.750 23.73
GFED Guaranty Federal SB, MHC Springfield MO MW SAIF NASDAQ 04/10/95 11.500 35.94
GFSB GFS Bancorp, Inc. Grinnell IA MW SAIF NASDAQ 01/06/94 20.000 10.29
GLBK Glendale Co-Operative Bank Everett MA NE BIF NASDAQ 01/10/94 17.125 4.23
GLN Glendale Federal Bank, FSB Glendale CA WE SAIF NYSE 10/01/83 17.500 771.49
GPT GreenPoint Financial Corp. Flushing NY MA BIF NYSE 01/28/94 28.875 1,514.69
GROV Grove Bank Chestnut Hill MA NE BIF NASDAQ 08/07/86 25.750 39.61
GRTR Greater New York Savings Bank New York NY MA BIF NASDAQ 06/17/87 11.125 147.84
GSBC Great Southern Bancorp, Inc. Springfield MO MW SAIF NASDAQ 12/14/89 27.250 120.84
GSFC Green Street Financial Corp. Fayetteville NC SE SAIF NASDAQ 04/04/96 12.250 52.65
GSLC Guaranty Financial Corp. Charlottesville VA SE SAIF NASDAQ NA 7.750 7.12
GTFN Great Financial Corporation Louisville KY MW SAIF NASDAQ 03/31/94 27.375 401.11
GTPS Great American Bancorp Champaign IL MW SAIF NASDAQ 06/30/95 13.750 26.29
<CAPTION>
Price/ Current Current Current
LTM Price/ Price/T. Price/ Dividend
Core EPS Book V. Book V. Assets Yield
Ticker (x) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C>
FMLY 11.93 123.22 134.65 9.56 2.313
FMSB 10.97 151.44 151.44 10.06 1.311
FNGB 18.46 99.34 99.34 12.64 3.780
FNSC 20.83 101.27 101.27 14.17 0.000
FOBC 12.50 91.50 96.65 11.09 3.570
FPRY 15.51 118.06 118.06 7.70 2.909
FRC 61.46 97.23 NA 5.50 0.000
FSBC 13.15 78.09 78.09 3.75 0.000
FSBI 14.00 95.26 96.31 7.54 1.829
FSBS NA 105.22 105.22 27.72 0.000
FSBX 9.52 155.64 155.64 11.62 2.500
FSFC 23.44 109.01 109.01 21.39 2.560
FSFI 12.63 108.50 114.61 7.81 1.833
FSLA 12.82 108.77 126.05 10.33 3.333
FSNJ NA 79.10 79.10 6.43 3.571
FSPG 9.57 126.43 130.30 8.40 2.560
FSSB NM 55.43 58.24 3.15 0.000
FTF NA 91.14 91.14 18.85 2.927
FTFC 15.99 144.71 153.71 9.91 2.943
FTSB NA 103.00 103.00 25.68 1.731
FWWB NA 99.18 99.18 25.59 1.322
GAF NA 77.58 77.58 17.41 0.000
GBCI 12.31 189.24 189.55 18.22 2.695
GDVS NA 120.79 120.79 14.63 3.349
GDW 12.07 132.26 140.60 8.81 0.722
GFCO 16.23 90.21 92.63 8.49 3.126
GFED NA 136.58 136.58 19.29 5.565
GFSB 13.07 105.71 105.71 12.72 1.500
GLBK 18.03 72.29 72.29 11.79 0.000
GLN 20.11 118.24 128.30 5.37 0.000
GPT 12.55 86.58 151.97 10.47 2.771
GROV 9.36 108.24 108.47 6.75 2.796
GRTR 16.36 103.87 103.87 5.74 0.000
GSBC 13.16 191.77 195.20 19.13 2.569
GSFC NA NA NA NA 0.000
GSLC 13.14 112.65 112.65 7.38 0.000
GTFN 21.56 142.65 NA 16.19 1.753
GTPS NA 75.92 75.92 22.34 8.145
</TABLE>
Source: SNL & F&C Calculations 5
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Deposit Current Current
Ins. Stock Market
Agency Price Value
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GUPB GFSB Bancorp, Inc. Gallup NM SW SAIF NASDAQ 06/30/95 14.375 13.64
GWBC Gateway Bancorp, Inc. Catlettsburg KY MW SAIF NASDAQ 01/18/95 14.250 17.09
GWF Great Western Financial Chatsworth CA WE SAIF NYSE NA 23.000 3,155.71
HALL Hallmark Capital Corp. West Allis WI MW SAIF NASDAQ 01/03/94 15.000 21.64
HARB Harbor Federal Savings Bk, MHC Fort Pierce FL SE SAIF NASDAQ 01/06/94 28.750 141.60
HARL Harleysville Savings Bank Harleysville PA MA SAIF NASDAQ 08/04/87 18.500 23.82
HARS Harris Savings Bank, MHC Harrisburg PA MA SAIF NASDAQ 01/25/94 16.750 187.77
HAVN Haven Bancorp, Inc. Woodhaven NY MA SAIF NASDAQ 09/23/93 24.000 102.90
HBBI Home Building Bancorp Washington IN MW SAIF NASDAQ 02/08/95 16.750 5.39
HBFW Home Bancorp Fort Wayne IN MW SAIF NASDAQ 03/30/95 14.750 45.64
HBNK Highland Federal Bank FSB Burbank CA WE SAIF NASDAQ NA 16.875 38.74
HEMT HF Bancorp, Inc. Hemet CA WE SAIF NASDAQ 06/30/95 9.750 62.54
HFFB Harrodsburg First Fin Bancorp Harrodsburg KY MW SAIF NASDAQ 10/04/95 13.875 30.28
HFFC HF Financial Corp. Sioux Falls SD MW SAIF NASDAQ 04/08/92 15.250 46.98
HFMD Home Federal Corp. Hagerstown MD MA SAIF NASDAQ 02/10/84 11.250 28.34
HFNC HFNC Financial Corp. Charlotte NC SE SAIF NASDAQ 12/29/95 14.000 240.70
HFSA Hardin Bancorp, Inc. Hardin MO MW SAIF NASDAQ 09/29/95 12.000 12.70
HFSF Home Federal Financial Corp. San Francisco CA WE SAIF NASDAQ 07/01/86 18.250 66.91
HHFC Harvest Home Financial Corp. Cheviot OH MW SAIF NASDAQ 10/10/94 12.250 10.97
HIFS Hingham Instit. for Savings Hingham MA NE BIF NASDAQ 12/20/88 14.500 18.81
HMCI HomeCorp, Inc. Rockford IL MW SAIF NASDAQ 06/22/90 17.750 19.99
HMNF HMN Financial, Inc. Spring Valley MN MW SAIF NASDAQ 06/30/94 15.250 79.00
HNFC Hinsdale Financial Corp. Hinsdale IL MW SAIF NASDAQ 07/07/92 21.000 56.49
HOFL Home Financial Corp. Hollywood FL SE SAIF NASDAQ 10/25/94 13.875 343.69
HOMF Home Federal Bancorp Seymour IN MW SAIF NASDAQ 01/23/88 25.000 55.59
HPBC Home Port Bancorp, Inc. Nantucket MA NE BIF NASDAQ 08/25/88 14.000 25.79
HRBF Harbor Federal Bancorp, Inc. Baltimore MD MA SAIF NASDAQ 08/12/94 13.125 24.39
HRZB Horizon Financial Corp. Bellingham WA WE BIF NASDAQ 08/01/86 12.500 82.25
HSBK Hibernia Savings Bank Quincy MA NE BIF NASDAQ 09/08/86 14.750 22.95
HTHR Hawthorne Financial Corp. El Segundo CA WE SAIF NASDAQ NA 5.000 13.00
HVFD Haverfield Corporation Cleveland OH MW SAIF NASDAQ 03/19/85 18.000 33.89
HZFS Horizon Financial Svcs Corp. Oskaloosa IA MW SAIF NASDAQ 06/30/94 16.125 7.22
IBSF IBS Financial Corp Cherry Hill NJ MA SAIF NASDAQ 10/13/94 13.750 156.89
IFSB Independence Federal Savings Washington DC MA SAIF NASDAQ 06/06/85 7.750 9.90
IFSL Indiana Federal Corporation Valparaiso IN MW SAIF NASDAQ 02/04/87 17.625 83.21
INBI Industrial Bancorp Bellevue OH MW SAIF NASDAQ 08/01/95 15.125 84.01
INCB Indiana Community Bank, SB Lebanon IN MW SAIF NASDAQ 12/15/94 14.750 13.60
IPSW Ipswich Savings Bank Ipswich MA NE BIF NASDAQ 05/26/93 9.000 10.56
<CAPTION>
Price/ Current Current Current
LTM Price/ Price/T. Price/ Dividend
Core EPS Book V. Book V. Assets Yield
Ticker (x) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C>
GUPB NA 84.26 84.26 20.41 2.783
GWBC NA 89.06 89.06 23.29 2.807
GWF 13.22 124.86 142.59 7.21 4.348
HALL 16.13 82.15 82.15 6.90 0.000
HARB 13.37 171.33 171.33 15.18 4.174
HARL 10.82 123.25 123.25 8.69 2.162
HARS 19.94 123.98 132.73 14.95 3.463
HAVN 11.48 109.99 110.65 6.93 1.667
HBBI NA 81.19 81.19 12.56 1.791
HBFW NA 91.11 91.11 15.84 0.000
HBNK 26.37 111.90 111.90 8.77 0.000
HEMT NA 72.49 NA 8.29 0.000
HFFB NA 89.57 89.57 27.85 2.883
HFFC 16.22 91.76 92.03 8.32 2.164
HFMD 11.36 154.11 156.47 13.20 1.422
HFNC NA 98.87 98.87 25.98 0.000
HFSA NA 80.00 80.00 15.36 3.333
HFSF 52.14 124.07 124.74 9.31 0.000
HHFC 18.28 83.62 83.62 15.60 3.265
HIFS 10.07 104.47 104.47 10.49 2.207
HMCI 23.99 96.47 96.47 5.85 0.000
HMNF 14.52 86.94 86.94 14.58 0.000
HNFC 15.44 103.96 NA 8.28 0.000
HOFL 16.32 104.17 104.17 28.00 5.766
HOMF 8.83 113.90 118.65 9.33 2.000
HPBC 8.81 137.25 137.25 15.45 4.286
HRBF 21.52 83.12 83.12 15.81 3.048
HRZB 11.47 103.91 103.91 16.82 2.560
HSBK 10.24 99.06 99.06 6.52 1.898
HTHR NM 47.48 47.80 1.72 0.000
HVFD 18.18 120.81 121.54 9.56 3.000
HZFS 16.62 85.77 85.77 10.40 1.984
IBSF 17.86 101.63 101.63 20.73 1.745
IFSB 14.35 57.97 67.45 3.75 2.839
IFSL 11.99 117.66 128.56 11.54 4.085
INBI NA 134.33 134.33 25.69 1.983
INCB 18.67 96.22 96.22 15.01 2.373
IPSW 7.50 124.65 124.65 7.88 2.222
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 6
<PAGE>
FERGUSON & CO., LLP Market Data as of April 30, 1996
- -------------------
Exhibit V- All Publicly Held Thrifts
<TABLE>
<CAPTION>
Deposit Current Current Price/ Current
Ins. Stock Market LTM Price
Agency Price ValueCore EPS Book V.
Ticker Short Name City State Region(BIF/SAIF)Exchange IPO Date ($) ($M) (x) (%)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
IROQ Iroquois Bancorp Auburn NY MA BIF NASDAQ 01/22/86 14.500 34.06 9.01 122.67
ISBF ISB Financial Corporation New Iberia LA SW SAIF NASDAQ 04/07/95 15.500 114.40 NA 95.62
ITLA Imperial Thrift and Loan Glendale CA WE BIF NASDAQ 10/24/95 14.375 112.42 NA 145.94
IWBK InterWest Bancorp, Inc. Oak Harbor WA WE SAIF NASDAQ NA 23.875 153.61 12.63 163.19
JEBC Jefferson Bancorp, Inc. Gretna LA SW SAIF NASDAQ 08/18/94 21.890 48.06 17.24 135.63
JOAC Joachim Bancorp, Inc. De Soto MO MW SAIF NASDAQ 12/28/95 12.500 9.51 NA 88.78
JSBA Jefferson Savings Bancorp Ballwin MO MW SAIF NASDAQ 04/08/93 30.000 125.21 18.52 138.95
JSBF JSB Financial, Inc. Lynbrook NY MA BIF NASDAQ 06/27/90 33.875 350.04 16.05 104.62
JXSB Jacksonville Savings Bank, MHCJacksonville IL MW SAIF NASDAQ 04/21/95 14.000 17.50 NA 104.56
JXVL Jacksonville Bancorp, Inc. Jacksonville TX SW SAIF NASDAQ 04/01/96 10.000 26.57 NA NA
KFBI Klamath First Bancorp Klamath Falls OR WE SAIF NASDAQ 10/05/95 13.750 154.75 NA 92.72
KNK Kankakee Bancorp, Inc. Kankakee IL MW SAIF AMSE 01/06/93 19.125 27.53 18.21 77.37
KSAV KS Bancorp, Inc. Kenly NC SE SAIF NASDAQ 12/30/93 17.250 11.44 12.32 83.94
KSBK KSB Bancorp, Inc. Kingfield ME NE BIF NASDAQ 06/24/93 20.750 7.76 7.55 88.87
KYF Kentucky First Bancorp, Inc Cynthiana KY MW SAIF AMSE 08/29/95 12.250 17.01 NA 86.27
LARK Landmark Bancshares, Inc. Dodge City KS MW SAIF NASDAQ 03/28/94 14.625 30.03 18.99 86.90
LARL Laurel Capital Group, Inc. Allison Park PA MA SAIF NASDAQ 02/20/87 16.000 24.12 10.13 119.58
LBCI Liberty Bancorp, Inc. Chicago IL MW SAIF NASDAQ 12/24/91 23.125 57.51 17.79 90.12
LBFI L & B Financial, Inc. Sulphur Springs TX SW BIF NASDAQ 10/11/94 15.000 25.01 17.65 97.21
LFBI Little Falls Bancorp, Inc. Little Falls NJ MA SAIF NASDAQ 01/05/96 11.000 33.46 NA 77.14
LFCT Leader Financial Corp. Memphis TN SE SAIF NASDAQ 09/30/93 44.000 436.65 11.43 171.14
LFED Leeds Federal Savings Bk, MHC Baltimore MD MA SAIF NASDAQ 05/02/94 14.375 49.57 17.97 115.09
LFSB LFS Bancorp Inc. Lexington KY MW SAIF NASDAQ 04/04/94 19.000 64.39 36.54 96.94
LIFB Life Bancorp, Inc. Norfolk VA SE SAIF NASDAQ 10/11/94 14.250 148.24 15.00 96.68
LISB Long Island Bancorp, Inc. Melville NY MA SAIF NASDAQ 04/18/94 27.750 689.83 16.13 133.48
LOAN Horizon Bancorp Austin TX SW SAIF NASDAQ NA 11.250 15.60 12.64 149.40
LOGN Logansport Financial Corp. Logansport IN MW SAIF NASDAQ 06/14/95 12.500 16.53 NA 80.80
LONF London Financial Corporation London OH MW SAIF NYSE 04/01/96 10.125 5.36 NA NA
LSBI LSB Financial Corp. Lafayette IN MW BIF NASDAQ 02/03/95 16.000 14.99 NA 84.61
LSBX Lawrence Savings Bank North Andover MA NE BIF NASDAQ 05/02/86 5.875 24.94 7.44 102.00
LVSB Lakeview Financial West Paterson NJ MA SAIF NASDAQ 12/22/93 19.625 47.12 15.96 96.20
MAFB MAF Bancorp, Inc. Clarendon Hills IL MW SAIF NASDAQ 01/12/90 26.250 137.67 9.15 125.54
MARN Marion Capital Holdings Marion IN MW SAIF NASDAQ 03/18/93 20.375 38.97 17.41 94.86
MASB MASSBANK Corp. Reading MA NE BIF NASDAQ 05/28/86 32.750 89.52 10.63 102.60
MBBC Monterey Bay Bancorp, Inc. Watsonville CA WE SAIF NASDAQ 02/15/95 11.875 40.54 NA 78.38
MBLF MBLA Financial Corp. Macon MO MW SAIF NASDAQ 06/24/93 23.750 33.27 24.74 117.40
MCBN Mid-Coast Bancorp, Inc. Waldoboro ME NE SAIF NASDAQ 11/02/89 19.375 4.43 12.66 91.26
MCBS Mid Continent Bancshares Inc. El Dorado KS MW SAIF NASDAQ 06/27/94 17.875 37.02 14.53 97.62
<CAPTION>
Current Current
Price/T Price/ Dividend
Book V. Assets Yield
(%) (%) (%)
Ticker
<S> <C> <C> <C>
IROQ 122.67 7.55 2.207
ISBF 95.68 18.79 0.000
ITLA 145.94 13.12 0.000
IWBK 168.02 11.22 2.010
JEBC 135.63 18.13 1.370
JOAC 88.78 26.09 4.000
JSBA 168.54 11.24 1.067
JSBF 104.62 23.03 3.542
JXSB 104.56 12.61 2.857
JXVL NA NA 4.232
KFBI 92.72 26.04 1.891
KNK 83.37 7.58 2.092
KSAV 84.02 12.73 3.478
KSBK 96.56 6.09 0.964
KYF 86.27 22.93 4.082
LARK 86.90 15.12 2.735
LARL 119.58 12.52 2.000
LBCI 90.37 8.58 2.595
LBFI 97.21 17.42 2.667
LFBI 83.91 11.72 0.000
LFCT 171.14 13.74 1.636
LFED 115.09 19.02 4.452
LFSB 96.94 27.54 0.000
LIFB NA 12.31 3.088
LISB 133.48 14.27 1.441
LOAN 154.75 12.30 1.422
LOGN 80.80 22.15 3.200
LONF NA NA 0.000
LSBI 84.61 10.36 2.000
LSBX 102.00 7.71 0.000
LVSB 123.51 10.69 1.274
MAFB 125.54 6.95 1.219
MARN 94.86 22.76 3.534
MASB 102.60 10.42 2.687
MBBC 79.48 12.29 0.000
MBLF 117.40 16.87 1.684
MCBN 91.26 8.00 2.581
MCBS 97.78 13.76 2.238
</TABLE>
Source: SNL & F&C calculations 7
<PAGE>
FERGUSON & CO., LLP Market Data as of April 30, 1996
- -------------------
Exhibit V- All Publicly Held Thrifts
<TABLE>
<CAPTION>
Deposit Current Current Price Current
Ins. Stock Market LTM Price T
Agency Price ValueCore EPS Book V.
Ticker Short Name City State Region(BIF/SAIF)Exchange IPO Date ($) ($M) (x) (%)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MDBK Medford Savings Bank Medford MA NE BIF NASDAQ 03/18/86 20.500 92.86 10.20 106.55
MERI Meritrust Federal SB Thibodaux LA SW SAIF NASDAQ NA 33.000 25.55 12.18 151.24
MFBC MFB Corp. Mishawaka IN MW SAIF NASDAQ 03/25/94 14.250 29.61 22.27 76.33
MFCX Marshalltown Financial Corp. Marshalltown IA MW SAIF NASDAQ 03/31/94 16.500 23.29 50.00 120.88
MFFC Milton Federal Financial Corp. West Milton OH MW SAIF NASDAQ 10/07/94 15.500 35.67 22.14 103.96
MFLR Mayflower Co-operative Bank Middleboro MA NE BIF NASDAQ 12/23/87 12.250 10.70 14.41 97.92
MFSB Mutual Bancompany Jefferson City MO MW SAIF NASDAQ 02/02/95 21.000 7.00 NA 112.72
MFSL Maryland Federal Bancorp Hyattsville MD MA SAIF NASDAQ 06/02/87 30.375 95.67 15.42 101.79
MGNL Magna Bancorp, Inc. Hattiesburg MS SE SAIF NASDAQ 03/13/91 36.250 252.27 12.95 200.06
MIDC MidConn Bank Kensington CT NE BIF NASDAQ 09/11/86 15.000 28.52 26.32 83.52
MIFC Mid-Iowa Financial Corp. Newton IA MW SAIF NASDAQ 10/14/92 6.750 11.68 12.74 108.35
MIVI Mississippi View Holding Co. Little Falls MN MW SAIF NASDAQ 03/24/95 11.500 11.59 NA 84.56
MLFB MLF Bancorp, Inc. Villanova PA MA SAIF NASDAQ 08/11/94 24.125 150.71 13.71 99.48
MORG Morgan Financial Corp. Fort Morgan CO SW SAIF NASDAQ 01/11/93 11.000 9.10 15.28 86.34
MSBB MSB Bancorp, Inc. Goshen NY MA BIF NASDAQ 09/03/92 17.250 48.87 11.66 63.82
MSBF MSB Financial, Inc. Marshall MI MW SAIF NASDAQ 02/06/95 17.000 11.47 NA 91.64
MSBK Mutual Savings Bank, FSB Bay City MI MW SAIF NASDAQ 07/17/92 5.500 23.49 NM 59.85
MSEA Metropolitan Bancorp Seattle WA WE SAIF NASDAQ 01/09/90 14.500 53.80 9.67 105.76
MWBI Midwest Bancshares, Inc. Burlington IA MW SAIF NASDAQ 11/12/92 26.750 9.55 11.33 100.64
MWFD Midwest Federal Financial Baraboo WI MW SAIF NASDAQ 07/08/92 28.500 23.27 17.38 140.67
NASB North American Savings Bank Grandview MO MW SAIF NASDAQ 09/27/85 30.060 68.95 9.00 144.73
NBF Northbay Financial Corporation Petaluma CA WE SAIF AMSE 04/11/89 NA NA NA NA
NBSI North Bancshares, Inc. Chicago IL MW SAIF NASDAQ 12/21/93 16.250 19.05 33.85 96.10
NEIB Northeast Indiana Bancorp Huntington IN MW SAIF NASDAQ 06/28/95 12.750 26.29 NA 92.12
NFSL Newnan Savings Bank, FSB Newnan GA SE SAIF NASDAQ 03/01/86 18.000 26.04 9.78 139.97
NHSL NHS Financial, Inc. San Rafael CA WE SAIF NASDAQ NA 9.250 23.34 46.25 94.58
NHTB New Hampshire Thrift Bncshrs New London NH NE SAIF NASDAQ 05/22/86 10.060 17.00 13.24 86.95
NMSB NewMil Bancorp, Inc. New Milford CT NE BIF NASDAQ 02/01/86 6.875 28.73 5.13 88.48
NSBI N.S. Bancorp, Inc. Chicago IL MW SAIF NASDAQ 12/19/90 41.250 253.28 15.00 107.67
NSBK North Side Savings Bank Floral Park NY MA BIF NASDAQ 04/15/86 34.250 164.91 11.08 134.84
NSLB NS&L Bancorp, Inc. Neosho MO MW SAIF NASDAQ 06/08/95 13.250 11.80 NA 81.94
NSSB Norwich Financial Corp. Norwich CT NE BIF NASDAQ 11/14/86 12.875 72.15 12.88 94.81
NSSY Norwalk Savings Society Norwalk CT NE BIF NASDAQ 06/16/94 21.310 50.39 13.84 115.56
NTMG Nutmeg Federal S&LA Danbury CT NE SAIF NASDAQ NA 7.250 5.13 19.08 105.07
NWEQ Northwest Equity Corp. Amery WI MW SAIF NASDAQ 10/11/94 10.000 9.81 11.63 77.16
NWSB Northwest Savings Bank, MHC Warren PA MA SAIF NASDAQ 11/07/94 24.250 283.43 16.06 148.05
NYB New York Bancorp Inc. Douglaston NY MA SAIF NYSE 01/28/88 24.500 287.25 10.21 180.41
OFCP Ottawa Financial Corp. Holland MI MW SAIF NASDAQ 08/19/94 16.250 88.64 23.21 112.69
<CAPTION>
Current Current
Price/T. Price/ Dividend
Book V. Assets Yield
Ticker (%) (%) (%)
<S> <C> <C> <C>
MDBK 117.48 9.47 3.317
MERI 151.24 11.25 1.818
MFBC 76.33 14.74 0.000
MFCX 120.88 18.59 0.000
MFFC 103.96 20.77 3.097
MFLR 100.16 9.66 3.265
MFSB 112.72 12.75 0.000
MFSL 103.53 8.37 2.107
MGNL 212.98 19.54 1.655
MIDC 100.81 7.82 4.000
MIFC 108.52 9.78 1.185
MIVI 84.56 16.96 2.783
MLFB 101.79 8.89 2.653
MORG 86.34 12.86 2.182
MSBB 64.95 6.18 3.478
MSBF 91.64 22.83 2.353
MSBK 59.85 3.27 0.000
MSEA 116.94 6.91 0.000
MWBI 100.64 6.98 1.944
MWFD 147.67 13.13 1.053
NASB 151.06 10.50 2.080
NBF NA NA NA
NBSI 96.10 16.66 2.462
NEIB 92.12 18.63 2.353
NFSL 140.85 16.21 2.222
NHSL 94.77 7.97 1.730
NHTB 86.95 6.58 4.970
NMSB 88.48 9.86 2.909
NSBI 107.67 21.96 0.776
NSBK NA 10.43 2.920
NSLB 81.94 20.07 3.774
NSSB 100.04 10.67 3.107
NSSY 115.56 9.78 0.000
NTMG 105.07 6.05 0.000
NWEQ 77.16 11.82 3.600
NWSB 149.88 16.04 2.474
NYB 180.41 10.43 3.265
OFCP 112.77 24.21 1.969
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 8
<PAGE>
FERGUSON & CO., LLP
- -------------------
Exhibit V - All Publicly Held Thrifts Market Data as of April 30, 1996
<TABLE>
<CAPTION>
Deposit Current Current
Ins. Stock Market
Agency Price Value
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OHSL OHSL Financial Corp. Cincinnati OH MW SAIF NASDAQ 02/10/93 22.000 26.94
OSBF OSB Financial Corp. Oshkosh WI MW SAIF NASDAQ 07/01/92 23.875 27.24
PALM Palfed, Inc. Aiken SC SE SAIF NASDAQ 12/15/85 12.810 65.35
PBCI Pamrapo Bancorp, Inc. Bayonne NJ MA SAIF NASDAQ 11/14/89 19.250 65.32
PBCT People's Bank, MHC Bridgeport CT NE BIF NASDAQ 07/06/88 21.250 832.27
PBIX Patriot Bank Corp. Pottstown PA MA SAIF NASDAQ 12/04/95 13.000 45.47
PBKB People's Bancshares, Inc. South Easton MA NE BIF NASDAQ 10/23/86 9.250 31.24
PBNB People's Savings Financial Cp. New Britain CT NE BIF NASDAQ 08/20/86 20.500 39.26
PCBC Perry County Financial Corp. Perryville MO MW SAIF NASDAQ 02/13/95 17.000 14.56
PCCI Pacific Crest Capital Agoura Hills CA WE BIF NASDAQ NA 7.875 23.31
PDB Piedmont Bancorp, Inc. Hillsborough NC SE SAIF AMSE 12/08/95 13.500 35.71
PEEK Peekskill Financial Corp. Peekskill NY MA SAIF NASDAQ 12/29/95 11.560 47.39
PERM Permanent Bancorp, Inc. Evansville IN MW SAIF NASDAQ 04/04/94 14.750 31.43
PETE Primary Bank Peterborough NH NE BIF NASDAQ 10/14/93 13.125 25.63
PFDC Peoples Bancorp Auburn IN MW SAIF NASDAQ 07/07/87 19.750 46.53
PFFB PFF Bancorp, Inc. Pomona CA WE SAIF NASDAQ 03/29/96 11.500 228.13
PFNC Progress Financial Corporation Plymouth Meeting PA MA SAIF NASDAQ 07/18/83 6.940 25.89
PFSB PennFed Financial Services,Inc West Orange NJ MA SAIF NASDAQ 07/15/94 15.250 77.43
PFSL Pocahontas FS&LA, MHC Pocahontas AR SE SAIF NASDAQ 04/05/94 15.000 24.15
PHBK Peoples Heritage Finl Group Portland ME NE BIF NASDAQ 12/04/86 20.875 355.46
PHFC Pittsburgh Home Financial Corp Pittsburgh PA MA SAIF NASDAQ 04/01/96 10.690 23.33
PKPS Poughkeepsie Savings Bank, FSB Poughkeepsie NY MA SAIF NASDAQ 11/19/85 5.000 62.67
PLE Pinnacle Bank Jasper AL SE SAIF AMSE 12/17/86 16.375 14.57
PMFI Perpetual Midwest Financial Cedar Rapids IA MW SAIF NASDAQ 03/31/94 17.000 34.29
POBS Portsmouth Bank Shares Portsmouth NH NE BIF NASDAQ 02/09/88 13.500 77.45
PSAB Prime Bancorp, Inc. Philadelphia PA MA SAIF NASDAQ 11/21/88 17.750 66.09
PSBK Progressive Bank, Inc. Fishkill NY MA BIF NASDAQ 08/01/84 27.440 72.18
PSSB Palm Springs Savings Bank Palm Springs CA WE SAIF NASDAQ NA 8.500 9.61
PTRS Potters Financial Corp. East Liverpool OH MW SAIF NASDAQ 12/31/93 16.500 8.79
PULB Pulaski Bank, Savings Bk, MHC St. Louis MO MW SAIF NASDAQ 05/11/94 14.000 29.32
PULS Pulse Bancorp South River NJ MA SAIF NASDAQ 09/19/86 15.000 58.30
PVFC PVF Capital Corp. Bedford Heights OH MW SAIF NASDAQ 12/30/92 20.000 30.98
PVSA Parkvale Financial Corporation Monroeville PA MA SAIF NASDAQ 07/16/87 27.500 88.90
PWBC PennFirst Bancorp, Inc. Ellwood City PA MA SAIF NASDAQ 06/13/90 12.750 49.60
QCBC Quaker City Bancorp, Inc. Whittier CA WE SAIF NASDAQ 12/30/93 14.440 56.71
QCFB QCF Bancorp, Inc. Virginia MN MW SAIF NASDAQ 04/03/95 15.125 26.96
QCSB Queens County Bancorp, Inc. Flushing NY MA BIF NASDAQ 11/23/93 43.750 267.31
RARB Raritan Bancorp Inc. Raritan NJ MA BIF NASDAQ 03/01/87 20.750 29.60
<CAPTION>
Price/ Current Current Current
LTM Price/ Price/T. Price/ Dividend
Core EPS Book V. Book V. Assets Yield
Ticker Short Name (x) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C>
OHSL OHSL Financial Corp. 15.49 105.57 105.57 13.11 3.455
OSBF OSB Financial Corp. 36.73 85.24 85.24 10.73 2.346
PALM Palfed, Inc. 17.55 126.96 133.86 10.12 0.625
PBCI Pamrapo Bancorp, Inc. 11.67 110.00 111.01 17.59 4.675
PBCT People's Bank, MHC 13.89 150.50 150.50 12.03 3.765
PBIX Patriot Bank Corp. NA 84.03 84.03 16.91 1.846
PBKB People's Bancshares, Inc. 12.67 109.21 118.29 6.63 2.162
PBNB People's Savings Financial Cp. 11.39 89.36 96.56 9.66 4.293
PCBC Perry County Financial Corp. NA 90.28 90.28 18.83 1.765
PCCI Pacific Crest Capital 8.47 102.67 102.67 8.12 0.000
PDB Piedmont Bancorp, Inc. NA 96.09 96.09 29.15 2.963
PEEK Peekskill Financial Corp. NA 80.73 80.73 25.02 0.000
PERM Permanent Bancorp, Inc. 30.10 76.58 77.67 8.53 1.356
PETE Primary Bank NM 102.86 103.27 6.52 0.000
PFDC Peoples Bancorp 11.69 108.58 108.58 16.57 2.835
PFFB PFF Bancorp, Inc. NA NA NA NA 0.000
PFNC Progress Financial Corporation 10.06 134.76 135.81 7.44 0.000
PFSB PennFed Financial Services,Inc 11.73 79.97 101.26 8.72 0.000
PFSL Pocahontas FS&LA, MHC 12.10 109.97 109.97 6.54 5.067
PHBK Peoples Heritage Finl Group 9.85 128.54 149.32 10.77 3.257
PHFC Pittsburgh Home Financial Corp NA NA NA NA 0.000
PKPS Poughkeepsie Savings Bank, FSB 3.16 87.87 87.87 7.47 2.000
PLE Pinnacle Bank 10.70 97.24 100.96 7.50 4.397
PMFI Perpetual Midwest Financial 22.97 95.18 95.18 9.17 1.765
POBS Portsmouth Bank Shares 14.84 114.31 114.31 28.97 4.359
PSAB Prime Bancorp, Inc. 12.50 114.96 NA 10.85 3.831
PSBK Progressive Bank, Inc. 9.87 103.74 103.74 9.19 2.915
PSSB Palm Springs Savings Bank 15.18 83.66 83.66 4.91 1.412
PTRS Potters Financial Corp. 10.71 78.57 78.57 7.70 1.455
PULB Pulaski Bank, Savings Bk, MHC 25.93 131.21 131.21 16.47 5.714
PULS Pulse Bancorp 11.19 108.38 108.38 12.88 4.667
PVFC PVF Capital Corp. 11.24 151.06 151.06 9.91 0.000
PVSA Parkvale Financial Corporation 10.62 131.01 131.64 9.73 1.891
PWBC PennFirst Bancorp, Inc. 13.71 92.59 101.51 7.71 2.824
QCBC Quaker City Bancorp, Inc. 18.05 82.85 83.32 8.18 0.000
QCFB QCF Bancorp, Inc. NA 85.69 85.69 16.72 0.000
QCSB Queens County Bancorp, Inc. 12.39 125.00 125.00 21.22 2.286
RARB Raritan Bancorp Inc. 12.89 117.50 120.57 8.73 2.892
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 9
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT VI - SELECTED PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Deposit Current
Ins. Stock
Agency Price
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
RCSB RCSB Financial Inc. Rochester NY MA BIF NASDAQ 04/29/86 23.500
REDF RedFed Bancorp Inc. Redlands CA WE SAIF NASDAQ 04/08/94 8.375
RELI Reliance Bancshares, Inc. Milwaukee WI MW SAIF NASDAQ 04/19/96 8.375
RELY Reliance Bancorp, Inc. Garden City NY MA SAIF NASDAQ 03/31/94 15.125
RFED Roosevelt Financial Group Chesterfield MO MW SAIF NASDAQ 01/23/87 19.250
ROSE TR Financial Corp. Garden City NY MA BIF NASDAQ 06/29/93 26.500
RVSB Riverview Savings Bank, MHC Camas WA WE SAIF NASDAQ 10/26/93 17.000
SBCN Suburban Bancorporation, Inc. Cincinnati OH MW SAIF NASDAQ 09/30/93 15.500
SBFL SB of the Finger Lakes, MHC Geneva NY MA SAIF NASDAQ 11/11/94 16.500
SBOS Boston Bancorp (The) South Boston MA NE BIF NASDAQ 11/09/83 41.750
SCCB S. Carolina Community Bancshrs Winnsboro SC SE SAIF NASDAQ 07/07/94 16.500
SCSL Suncoast Savings and Loan Hollywood FL SE SAIF NASDAQ 07/30/85 6.310
SECP Security Capital Corporation Milwaukee WI MW SAIF NASDAQ 01/03/94 58.250
SFB Standard Federal Bancorp Troy MI MW SAIF NYSE 01/21/87 39.625
SFBM Security Bancorp Billings MT WE SAIF NASDAQ 11/20/86 21.000
SFED SFS Bancorp, Inc. Schenectady NY MA SAIF NASDAQ 06/30/95 12.750
SFFC StateFed Financial Corporation Des Moines IA MW SAIF NASDAQ 01/05/94 16.750
SFIN Statewide Financial Corp. Jersey City NJ MA SAIF NASDAQ 10/02/95 12.375
SFSB SuburbFed Financial Corp. Flossmoor IL MW SAIF NASDAQ 03/04/92 16.500
SFSL Security First Corp. Mayfield Heights OH MW SAIF NASDAQ 01/22/88 11.750
SGVB SGV Bancorp, Inc. West Covina CA WE SAIF NASDAQ 06/29/95 9.250
SHEN First Shenango Bancorp, Inc. New Castle PA MA SAIF NASDAQ 04/06/93 20.500
SHFC Seven Hills Financial Corp. Cincinnati OH MW SAIF NASDAQ 12/31/93 14.500
SISB SIS Bank Springfield MA NE BIF NASDAQ 02/08/95 16.875
SJSB SJS Bancorp St. Joseph MI MW SAIF NASDAQ 02/16/95 19.000
SMBC Southern Missouri Bancorp, Inc Poplar Bluff MO MW SAIF NASDAQ 04/13/94 14.500
SMFC Sho-Me Financial Corp. Mt. Vernon MO MW SAIF NASDAQ 07/01/94 15.750
SOBI Sobieski Bancorp, Inc. South Bend IN MW SAIF NASDAQ 03/31/95 12.750
SOPN First Savings Bancorp, Inc. Southern Pines NC SE SAIF NASDAQ 01/06/94 19.125
SOSA Somerset Savings Bank Somerville MA NE BIF NASDAQ 07/09/86 1.500
SPBC St. Paul Bancorp, Inc. Chicago IL MW SAIF NASDAQ 05/18/87 24.375
SRN Southern Banc Company, Inc Gadsden AL SE SAIF AMSE 10/05/95 12.500
SSB Scotland Bancorp, Inc Laurinburg NC SE SAIF AMSE 04/01/96 11.750
SSBK Strongsville Savings Bank Strongsville OH MW SAIF NASDAQ NA 21.750
SSM Stone Street Bancorp, Inc. Mocksville NC SE SAIF AMSE 04/01/96 17.500
STFR St. Francis Capital Corp. Milwaukee WI MW SAIF NASDAQ 06/21/93 26.250
STND Standard Financial, Inc. Chicago IL MW SAIF NASDAQ 08/01/94 14.875
STSA Sterling Financial Corp. Spokane WA WE SAIF NASDAQ NA 13.750
<CAPTION>
Current Price/ Current Current Current
Market LTM Price/ Price/ T. Price/ Dividend
Value Core EPS Book V. Book V. Assets Yield
Ticker ($M) (x) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C> <C>
RCSB 317.58 11.19 115.08 119.05 7.72 2.043
REDF 34.05 NM 70.79 70.79 3.91 0.000
RELI 21.46 NA NA NA NA 0.000
RELY 139.54 13.50 90.30 133.85 8.00 3.041
RFED 810.77 10.88 177.75 NA 8.88 3.221
ROSE 237.12 12.99 116.53 116.53 7.90 2.415
RVSB 36.64 16.19 162.21 184.58 17.89 1.176
SBCN 22.95 20.13 88.67 88.67 11.64 3.871
SBFL 29.45 NA 139.01 139.01 17.36 2.424
SBOS 219.99 12.28 103.62 103.62 12.78 1.820
SCCB 12.87 18.33 98.80 98.80 29.30 3.636
SCSL 12.56 NA 93.76 94.18 3.37 0.000
SECP 555.45 19.29 104.13 104.13 16.61 1.030
SFB 1,239.85 11.52 132.00 154.66 9.18 1.918
SFBM 30.71 15.91 96.77 112.72 8.52 3.000
SFED 17.79 NA 76.44 76.44 10.74 0.000
SFFC 13.79 16.11 92.44 92.44 18.59 2.388
SFIN 65.21 NA 90.20 90.46 11.66 0.000
SFSB 20.80 14.60 80.37 80.88 5.74 1.939
SFSL 40.88 8.16 101.03 103.98 8.92 3.404
SGVB 25.23 NA 77.47 77.47 7.58 0.000
SHEN 47.31 14.96 100.49 100.49 13.30 1.951
SHFC 7.78 50.00 80.82 80.82 17.13 2.483
SISB 96.49 6.70 106.87 106.87 8.50 0.000
SJSB 18.09 NA 102.70 102.70 12.58 2.105
SMBC 24.99 22.66 94.09 94.09 15.67 3.448
SMFC 25.94 15.14 82.12 82.12 9.83 0.000
SOBI 10.80 NA 76.12 76.12 14.21 0.000
SOPN 71.60 19.72 106.61 106.61 27.94 3.137
SOSA 24.98 15.00 89.82 89.82 4.90 0.000
SPBC 452.15 13.54 118.10 118.50 10.91 1.641
SRN 18.18 NA 80.54 81.43 16.42 2.800
SSB 21.62 NA NA NA NA 0.000
SSBK 55.04 13.51 131.82 NA 10.91 2.207
SSM 31.94 NA NA NA NA 0.000
STFR 156.60 15.00 113.15 118.46 13.20 1.524
STND 249.38 15.99 92.68 92.74 11.40 2.151
STSA 74.60 15.63 121.68 151.77 4.98 0.000
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 10
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Deposit Current Current Price/Current
Ins. Stock Market LTM Price/
Agency Price Value Core Book V.
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M) (x) (%)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SVRN Sovereign Bancorp, Inc. Wyomissing PA MA SAIF NASDAQ 08/12/86 11.125 532.20 11.59 146.77
SWBI Southwest Bancshares Hometown IL MW SAIF NASDAQ 06/24/92 27.000 50.52 14.14 120.43
SWCB Sandwich Co-operative Bank Sandwich MA NE BIF NASDAQ 07/25/86 19.500 36.08 11.27 100.36
SZB SouthFirst Bancshares, Inc. Sylacauga AL SE SAIF AMSE 02/14/95 12.375 10.68 NA 70.96
TBK Tolland Bank Tolland CT NE BIF AMSE 12/19/86 9.940 11.51 NM 86.66
TCB TCF Financial Corp. Minneapolis MN MW SAIF NYSE 06/17/86 35.375 1,267.66 13.55 234.27
THBC Troy Hill Bancorp, Inc. Pittsburgh PA MA SAIF NASDAQ 06/27/94 14.000 14.95 14.29 83.68
THIR Third Financial Corp. Piqua OH MW SAIF NASDAQ 03/25/93 31.500 35.78 19.44 126.61
THR Three Rivers Financial Corp. Three Rivers MI MW SAIF AMSE 08/24/95 12.750 10.96 NA 84.55
THRD TF Financial Corporation Newtown PA MA SAIF NASDAQ 07/13/94 14.125 63.89 15.52 79.35
TPNZ Tappan Zee Financial, Inc. Tarrytown NY MA SAIF NASDAQ 10/05/95 12.000 19.44 NA 86.39
TRIC Tri-County Bancorp, Inc. Torrington WY WE SAIF NASDAQ 09/30/93 17.500 11.21 17.68 83.10
TSBS Trenton SB, MHC Trenton NJ MA BIF NASDAQ 08/03/95 13.750 122.55 NA 124.10
TSH Teche Holding Co. Franklin LA SW SAIF AMSE 04/19/95 13.250 54.24 NA 90.82
TWIN Twin City Bancorp Bristol TN SE SAIF NASDAQ 01/04/95 16.000 14.37 14.55 101.98
UBMT United Savings Bank, F.A. Great Falls MT WE SAIF NASDAQ 09/23/86 18.250 22.33 12.94 90.44
UFRM United Federal Savings Bank Rocky Mount NC SE SAIF NASDAQ 07/01/80 7.875 24.14 10.79 116.49
VABF Virginia Beach Fed. Financial Virginia Beach VA SE SAIF NASDAQ 11/01/80 8.250 40.94 NM 99.64
VAFD Valley Federal Savings Bank Sheffield AL SE SAIF NASDAQ 10/15/87 33.000 12.02 26.61 120.04
VFFC Virginia First Financial Petersburg VA SE SAIF NASDAQ 01/10/78 11.625 65.28 9.85 118.50
WAMU Washington Mutual Inc. Seattle WA WE BIF NASDAQ 03/11/83 27.750 1,998.20 10.13 140.29
WAYN Wayne Savings & Loan Co. MHC Wooster OH MW SAIF NASDAQ 06/25/93 22.000 31.31 23.91 138.89
WBCI WFS Bancorp, Inc. Wichita KS MW SAIF NASDAQ 06/03/94 22.625 35.32 19.01 104.31
WBST Webster Financial Corporation Waterbury CT NE SAIF NASDAQ 12/12/86 27.750 224.88 11.28 114.34
WCBI Westco Bancorp Westchester IL MW SAIF NASDAQ 06/26/92 28.875 51.55 13.95 106.55
WCFB Webster City Federal SB, MHC Webster City IA MW SAIF NASDAQ 08/15/94 13.250 27.83 25.98 128.39
WCHI Workingmens Capital Holdings Bloomington IN MW SAIF NASDAQ 06/07/90 19.875 35.73 17.91 137.54
WEFC Wells Financial Corp. Wells MN MW SAIF NASDAQ 04/11/95 10.500 22.97 NA 79.61
WES Westcorp Irvine CA WE SAIF NYSE 05/01/86 19.625 482.89 29.29 158.65
WFCO Winton Financial Corp. Cincinnati OH MW SAIF NASDAQ 08/04/88 13.500 26.81 13.64 129.56
WFSB 1st Washington Bancorp Inc. Herndon VA SE SAIF NASDAQ 05/14/87 7.840 77.48 26.13 164.36
WFSL Washington Federal, Inc. Seattle WA WE SAIF NASDAQ 11/17/82 21.000 894.44 11.80 149.57
WHGB WHG Bancshares Corp. Lutherville MD MA SAIF NASDAQ 04/01/96 11.375 18.43 NA NA
WLDN Walden Bancorp, Inc. Acton MA NE BIF NASDAQ 12/04/85 19.000 100.93 9.60 105.67
WOFC Western Ohio Financial Corp. Springfield OH MW SAIF NASDAQ 07/29/94 23.500 56.69 27.33 93.00
WRNB Warren Bancorp Peabody MA NE BIF NASDAQ 07/09/86 11.375 42.29 8.01 133.20
WSB Washington Savings Bank, FSB Waldorf MD MA SAIF AMSE NA 5.000 21.10 12.50 99.40
WSFS WSFS Financial Corporation Wilmington DE MA BIF NASDAQ 11/26/86 7.625 108.11 6.87 146.35
<CAPTION>
Current Current
Price/ T.Price/ Dividend
Book V. Assets Yield
Ticker (%) (%) (%)
<S> <C> <C> <C>
SVRN 226.58 6.33 0.755
SWBI 120.43 14.45 4.000
SWCB 108.09 8.46 5.128
SZB 70.96 12.45 4.040
TBK 91.28 5.37 0.000
TCB 244.98 18.01 2.120
THBC 83.68 18.58 2.857
THIR 126.61 22.98 2.159
THR 85.00 13.39 0.000
THRD 79.35 12.31 2.265
TPNZ 86.39 17.59 1.667
TRIC 83.10 17.05 2.857
TSBS 126.96 23.63 2.545
TSH 90.82 17.07 3.774
TWIN 101.98 14.03 4.000
UBMT 90.44 19.51 4.712
UFRM 116.49 9.78 2.540
VABF 99.64 6.55 1.939
VAFD 120.04 9.84 1.818
VFFC 122.89 9.14 0.860
WAMU 157.76 8.94 3.171
WAYN 138.89 12.71 4.000
WBCI 104.36 12.81 1.768
WBST 150.41 5.90 2.306
WCBI 106.55 16.67 2.355
WCFB 128.39 28.61 6.038
WCHI 137.54 16.57 1.811
WEFC 79.61 11.77 0.000
WES 159.16 15.70 2.038
WFCO 133.14 10.22 3.111
WFSB 164.36 9.67 1.531
WFSL 157.30 18.15 4.190
WHGB NA NA 0.000
WLDN 123.46 9.90 3.368
WOFC 93.00 24.49 4.255
WRNB 133.20 11.92 3.516
WSB 99.40 8.03 2.000
WSFS NA 8.58 0.000
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 11
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Deposit Current Current Price/
Ins. Stock Market LTM
Agency Price Value Core
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M) (x)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WSTR WesterFed Financial Corp. Missoula MT WE SAIF NASDAQ 01/10/94 14.500 63.74 16.29
WVFC WVS Financial Corporation Pittsburgh PA MA SAIF NASDAQ 11/29/93 21.250 36.90 12.72
YFCB Yonkers Financial Corporation Yonkers NY MA SAIF NASDAQ 04/18/96 10.000 35.71 NA
YFED York Financial Corp. York PA MA SAIF NASDAQ 02/01/84 17.250 103.79 13.58
Maximum 58.250 3,155.71 111.11
Minimum 1.500 3.28 3.16
Average 17.735 125.34 16.46
Median 16.000 40.10 14.21
<CAPTION>
Current Current Current
Price/ Price/ T.Price/ Dividend
Book V. Book V. Assets Yield
Ticker (%) (%) (%) (%)
<S> <C> <C> <C> <C>
WSTR 81.60 81.60 10.84 2.345
WVFC 102.61 102.61 16.02 1.882
YFCB NA NA NA 0.000
YFED 115.08 115.08 9.84 3.478
Maximum 234.27 244.27 35.55 8.15
Minimum 15.09 24.31 1.01 -
Average 108.17 111.00 12.61 1.95
Median 102.91 104.36 11.13 2.00
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 12
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS MARKET DATA AS OF APRIL 30, 1996
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AADV 973,305 9.95 8.69 2.11 0.89 9.50 N 0.50 17.35 0.49 0.94 9.70
ABBK 478,457 6.50 5.73 0.52 0.36 5.25 N 0.32 11.58 0.34 0.71 10.72
ABCW 1,707,062 7.16 7.00 2.60 0.89 12.07 N 0.70 13.19 0.63 0.84 11.62
AFCB 938,331 10.25 10.18 NA 0.72 NA N 0.67 10.52 0.41 0.94 8.70
AFFFZ 2,416,953 6.46 6.30 2.62 0.73 11.46 N 0.58 8.93 0.77 0.87 13.32
AHCI 439,365 17.30 17.30 NA 0.22 1.66 N 2.66 NA NA 0.37 2.80
AHM 49,781,986 5.93 5.66 0.67 0.88 17.59 N 2.30 16.05 0.37 0.51 8.86
ALBC 57,089 10.67 10.67 0.61 0.31 3.03 N 0.60 85.00 0.05 0.11 1.06
ALBK 3,333,105 9.63 8.59 2.02 0.98 9.31 N NA 12.62 0.53 0.92 9.56
AMFB 1,345,884 8.16 7.56 1.59 1.41 17.81 N 0.71 10.64 0.37 1.33 16.19
AMFC 65,536 8.60 8.60 NA 0.59 NA N 0.76 NA NA 1.05 NA
ANBK 439,005 11.18 11.18 NA 0.18 NA N 1.90 23.01 0.11 0.40 3.92
ANDB 1,110,847 7.67 7.67 2.32 0.87 11.51 N 1.92 9.81 0.57 0.92 12.06
ASBI 383,072 11.64 11.62 0.92 0.93 7.20 N 0.47 13.00 0.25 0.97 7.85
ASBP 109,960 24.32 24.32 NA 1.04 NA N 0.81 22.06 0.17 1.01 4.18
ASFC 6,708,166 8.55 7.07 4.08 0.75 8.47 N NA 13.31 1.00 0.88 10.12
ATSB 73,072 10.34 NA 0.09 0.31 2.75 N 1.31 25.00 0.10 0.46 4.46
AVND 610,537 10.96 10.96 NA 0.57 NA N 0.86 18.09 0.19 0.62 5.66
BABC 70,204 16.47 16.47 0.56 0.53 3.20 Y 0.54 NM 0.01 0.04 0.24
BANC 1,750,689 6.89 6.27 1.28 1.07 15.11 N 1.28 17.12 0.23 0.93 9.27
BDJI 100,591 15.01 15.01 NA 0.71 NA N 0.17 15.06 0.22 0.70 4.62
BELL 1,938,454 15.86 15.86 1.20 0.63 4.01 Y NA 31.04 0.30 0.64 4.09
BFD 640,883 14.15 14.15 NA 0.19 1.88 N 1.43 NA NA 0.33 3.38
BFSB 117,596 16.10 16.10 1.25 1.26 7.56 N 0.00 12.41 0.35 1.37 8.45
BFSI 566,452 8.14 8.14 5.61 1.84 24.94 N 1.48 5.70 1.70 2.12 26.73
BKC 476,152 9.36 8.91 1.13 0.97 10.71 N 3.33 NM 0.02 1.20 13.08
BKCO 1,901,915 9.83 9.63 1.59 1.11 11.23 N 1.63 10.63 0.40 0.90 9.20
BKCT 383,978 11.25 11.25 1.87 1.17 10.67 N 1.86 12.07 0.44 0.94 8.45
BKUNA 638,434 7.33 7.33 (0.51) 1.14 23.32 N 0.88 12.92 0.15 0.59 7.06
BRFC 56,166 28.15 28.15 0.62 1.31 4.32 N 0.00 23.33 0.15 1.25 4.24
BSBC 174,403 8.70 8.70 0.21 0.77 9.18 N 2.31 12.50 0.06 0.90 10.26
BTHL 216,199 8.69 7.53 0.77 0.74 9.06 N 2.01 13.59 0.23 0.84 9.87
BVFS 2,910,295 6.98 6.82 1.08 (0.02) (0.27) N 1.13 13.52 0.61 0.54 7.77
BWFC 138,504 19.84 19.84 NA 0.63 3.21 N 0.04 47.50 0.05 0.60 3.06
BYFC 117,744 4.74 4.74 NA 0.45 NA N 2.10 NA NA 0.45 NA
CAFI 346,468 7.99 7.99 1.48 1.08 13.96 N 0.31 12.67 0.36 1.10 13.92
CAL 14,280,100 6.38 6.38 1.54 0.76 13.79 N 1.61 9.71 0.46 0.83 14.65
CAPS 192,464 10.80 10.80 1.82 0.99 9.23 N 0.09 10.11 0.47 0.99 9.23
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 13
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS MARKET DATA AS OF APRIL 30, 1996
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CARV 363,225 9.63 9.20 0.43 0.20 2.06 N 0.86 31.25 0.07 0.15 1.60
CASB 326,266 6.21 6.21 0.45 0.56 8.90 N 2.03 30.58 0.14 0.81 12.79
CASH 314,812 12.31 11.59 1.59 1.29 9.64 N 0.28 13.84 0.42 1.12 8.10
CATB 230,102 12.46 12.46 NA 0.75 NA N 0.66 NA NA NA NA
CBCI 502,419 16.99 16.99 2.10 1.21 7.24 N 1.23 12.17 0.57 1.27 7.48
CBCO 204,825 9.16 9.16 1.94 1.41 13.87 N NA 10.69 0.38 0.96 10.46
CBIN 215,726 11.75 11.75 NA 0.91 7.07 N 0.01 16.76 0.22 0.88 7.26
CBNH 516,837 7.23 NA 1.43 0.80 11.04 N 0.44 12.15 0.36 1.00 13.55
CBSA 2,806,740 3.31 2.71 1.90 0.37 10.64 N 0.67 8.15 0.56 0.40 12.10
CBSB 297,120 21.57 21.11 NA 1.08 NA N 0.34 NA NA 1.08 8.70
CCFH 79,578 21.60 21.60 NA 0.86 NA N 0.45 18.95 0.16 0.92 4.27
CEBK 318,191 9.95 8.80 0.92 0.60 6.40 N 2.31 14.01 0.29 0.75 7.68
CENF 2,151,421 4.86 4.85 1.41 0.36 7.46 N 0.98 12.78 0.45 0.43 9.12
CFB 6,617,488 6.05 5.47 3.73 0.84 15.33 N 1.02 8.80 1.09 1.00 16.84
CFCP 428,352 6.11 6.11 1.29 0.95 15.65 N 0.19 16.94 0.31 1.02 16.60
CFCX 3,669,518 6.10 5.72 1.12 0.69 11.34 N 2.61 23.96 0.18 0.61 9.87
CFFC 157,766 13.68 13.68 1.64 1.34 10.20 N 0.27 12.50 0.42 1.37 10.20
CFHC 1,277,568 6.75 6.70 0.66 0.29 4.26 N 1.39 13.02 0.42 0.81 11.70
CFSB 771,672 8.30 8.30 1.44 0.94 11.56 N 0.09 14.06 0.36 0.90 10.79
CFTP 162,042 14.46 14.46 NA 1.28 NA N 0.53 NA NA 1.27 NA
CFX 900,549 9.99 8.99 0.88 0.91 8.90 N 1.00 14.81 0.23 0.98 9.62
CIBI 85,785 13.84 13.84 1.19 1.01 7.00 N 0.73 13.15 0.29 0.93 6.57
CJFC 466,208 11.78 11.04 1.84 1.11 10.78 N 1.91 15.08 0.46 1.15 9.86
CKFB 56,549 28.52 28.52 NA 1.32 4.75 N 0.00 24.53 0.20 1.28 4.51
CLAS 67,786 28.79 28.79 NA NA NA N 0.51 NA NA 1.00 NA
CMRN 174,142 28.26 28.26 NA 1.57 6.04 N 0.29 14.58 0.24 1.58 5.59
CMSB 1,455,700 9.41 8.33 1.26 0.85 8.95 N 0.51 23.10 0.23 0.73 8.04
CMSV 587,064 12.71 12.71 0.83 0.82 6.32 N 0.73 17.86 0.21 0.73 5.71
CNIT 639,812 7.30 7.05 1.78 0.41 5.56 N 0.43 26.23 0.33 0.20 2.80
CNSK 303,656 8.35 8.35 0.80 0.72 11.75 N 1.59 16.56 0.20 0.79 11.29
COFD 5,058,597 7.05 6.58 2.55 1.05 15.87 N 0.57 9.00 0.67 1.06 15.34
COFI 13,173,988 6.90 NA 2.98 0.28 4.31 N NA 10.50 0.83 1.19 17.18
CONE 494,348 16.18 16.18 0.58 0.68 4.08 Y NA 74.55 0.07 0.60 3.73
COOP 311,843 9.33 8.27 0.56 0.32 3.62 N 0.18 40.91 0.11 0.23 2.48
COSB 328,880 14.33 13.80 0.76 0.68 4.73 Y 0.32 28.82 0.18 0.57 4.04
CRCL 222,438 10.89 9.54 1.26 0.53 4.46 Y 0.15 57.71 0.15 0.49 4.43
CRZY 37,510 15.61 15.61 NA 0.96 NA N 0.33 NA NA NA NA
CSA 8,239,880 5.16 5.08 1.77 0.46 9.62 N 1.62 15.56 0.50 0.46 9.02
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 14
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CSBF 41,231 30.87 30.87 NA NA NA N 0.81 NA NA 1.10 5.16
CTBK 214,975 7.08 7.08 1.28 0.56 8.07 N 1.01 9.72 0.36 0.76 10.52
CTZN 2,477,970 7.02 6.11 1.84 0.44 6.21 N 0.84 12.78 0.68 0.68 9.41
CVAL 270,695 9.20 9.20 1.46 0.89 9.98 N 1.08 12.33 0.37 0.90 9.77
CZF 78,218 18.28 18.26 NA 1.12 8.56 N 0.20 14.06 0.26 1.27 6.99
DFIN 235,289 24.28 24.28 NA NA NA N 0.08 NA NA 0.80 3.30
DIBK 658,373 7.85 7.46 1.42 0.95 12.82 N 1.38 5.29 0.65 1.66 21.55
DME 19,413,115 5.08 NA 0.83 0.33 6.92 N NA 11.57 0.27 0.54 10.93
DNFC 1,231,927 5.63 5.55 1.50 1.06 19.79 N 0.59 7.24 0.44 1.16 20.81
DSBC 1,247,739 6.55 6.34 2.27 0.66 10.25 N 1.77 11.91 0.64 0.70 10.36
DSL 4,652,584 8.33 8.19 1.50 0.61 7.57 N NA 12.57 0.43 0.91 10.95
EBCI 394,787 12.16 12.16 1.50 1.24 10.71 Y 0.34 40.00 0.20 0.57 4.82
EBCP 824,899 7.70 7.28 1.64 0.61 8.21 N 1.81 14.63 0.41 0.73 9.56
EBSI 558,315 6.65 6.65 1.48 0.97 13.77 N 0.49 8.38 0.44 1.06 15.74
EFBI 207,680 15.58 15.55 0.69 1.12 5.38 N 0.01 32.39 0.11 1.23 7.06
EGFC 1,290,670 7.42 6.73 2.24 0.92 12.33 N 1.27 10.91 0.53 0.95 12.56
EQSB 255,127 5.18 5.18 4.24 1.13 21.89 N 0.85 9.22 0.61 0.63 12.02
ESBK 224,960 6.34 6.08 0.46 0.15 2.37 N 0.65 NM (0.04) (0.03) (0.39
ESX 338,724 6.68 4.26 (3.35) (1.33) (36.37) N 3.27 NM (0.66) (0.40) (6.01
ETFS 114,961 19.63 19.63 0.85 0.89 4.58 N 0.45 23.16 0.17 0.74 3.81
FBBC 520,842 22.75 22.75 NA 1.48 8.38 N 0.10 13.22 0.26 1.66 7.29
FBCI 433,027 12.05 12.01 0.88 0.77 5.56 N NA 15.02 0.26 0.77 5.87
FBCV 273,122 7.88 7.88 (0.57) 2.25 35.92 N 0.38 31.79 0.23 0.53 6.43
FBER 223,167 6.35 6.35 NA 0.32 NA N 3.78 NA NA NA NA
FBHC 241,761 7.27 7.27 1.75 0.74 10.08 N 1.37 10.76 0.43 0.80 10.82
FBSI 140,022 17.21 17.18 0.84 0.80 4.32 N 0.03 19.64 0.21 0.76 4.37
FCB 73,735 11.44 11.44 NA 0.61 NA N 0.00 NA NA NA NA
FCBF 250,658 19.58 19.58 0.93 0.99 5.01 N 0.09 16.95 0.26 1.11 5.68
FCIT 607,429 6.36 6.36 1.28 0.71 11.37 N 3.39 13.34 0.37 0.78 12.29
FDEF 525,550 25.40 25.40 NA 1.13 6.14 N 0.26 NA NA 1.42 5.63
FED 4,165,825 4.69 4.61 0.66 0.18 3.94 N 2.56 13.00 0.31 0.32 6.88
FESX 808,792 7.44 7.44 1.07 0.91 12.83 N 0.76 12.36 0.22 0.84 11.46
FFBA 1,492,600 16.19 16.02 NA 0.98 NA N NA NA NA 1.17 7.21
FFBI 74,874 10.51 10.51 1.12 0.88 8.05 N 0.44 19.69 0.20 0.65 5.93
FFBS 123,553 19.56 19.56 1.07 1.32 6.50 N 0.43 17.41 0.28 1.43 7.13
FFBZ 173,191 7.81 7.80 2.18 1.10 14.88 N 0.56 10.11 0.55 1.10 14.19
FFCH 1,416,608 6.68 6.66 1.55 0.72 10.75 N 1.47 11.51 0.44 0.72 10.77
FFDF 59,617 13.26 13.26 NA 0.82 NA N 0.22 NA NA 0.77 NA
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 15
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFDP 623,996 9.02 8.65 0.86 0.64 6.65 N 0.09 43.27 0.13 1.26 13.74
FFEC 621,590 15.34 14.79 0.80 1.10 6.17 N 0.12 16.67 0.21 0.89 5.69
FFED 277,526 5.13 5.13 1.39 1.45 28.84 N 0.09 11.67 0.30 1.30 26.35
FFES 933,433 6.20 6.18 1.92 0.60 8.81 N 0.72 9.94 0.44 0.52 7.77
FFFC 497,290 17.71 17.42 2.19 1.35 7.44 N 0.52 12.81 0.61 1.32 7.43
FFFD 179,648 16.47 16.47 NA 1.48 NA N 0.17 NA NA 1.51 NA
FFFG 301,485 6.23 6.23 0.17 0.64 9.17 N 3.62 13.13 0.05 0.69 10.59
FFFL 779,620 10.42 10.30 0.73 0.65 6.22 N NA 18.75 0.18 0.62 6.03
FFHC 5,419,203 7.34 6.99 2.24 1.29 19.10 N 0.52 10.49 0.56 1.28 17.71
FFHH 326,689 15.97 15.97 0.50 0.63 3.37 N 0.09 24.28 0.13 0.57 3.53
FFHP 304,667 8.33 8.33 0.48 0.91 11.06 Y 0.89 NA 0.08 0.99 12.13
FFHS 216,124 9.50 9.50 1.04 0.63 6.61 N 0.43 14.97 0.24 0.57 5.95
FFIC 739,382 18.72 18.72 NA NA NA N NA 21.88 0.18 0.92 4.76
FFKY 341,604 14.25 13.39 2.23 1.70 11.45 N 0.06 15.41 0.58 1.63 11.40
FFLC 330,514 16.97 16.97 1.15 0.94 5.43 N 0.08 14.31 0.31 0.99 5.82
FFML 153,250 5.61 5.61 1.39 0.82 16.16 N 0.57 12.95 0.42 1.29 23.78
FFOH 249,366 20.36 20.36 NA 0.83 NA N 0.40 NA NA 0.93 6.10
FFPB 1,378,589 8.29 8.10 1.52 0.64 7.44 N 0.74 12.22 0.44 0.81 9.46
FFPC 304,040 6.93 6.93 0.69 0.86 12.90 N 0.82 10.12 0.21 0.99 14.47
FFRV 314,413 8.54 8.53 1.35 1.00 11.99 N 0.72 10.69 0.31 0.92 10.76
FFSL 101,628 12.64 12.64 1.57 1.13 8.56 N 0.71 10.79 0.42 0.97 7.69
FFSW 993,459 7.73 7.28 1.57 1.06 NA N 0.15 12.50 0.48 1.07 NA
FFSX 436,519 8.41 8.38 1.50 0.63 7.79 N NA 14.29 0.42 0.69 8.31
FFWC 146,028 11.28 11.28 1.78 0.87 7.67 N 0.08 9.95 0.49 1.18 10.51
FFWD 140,383 14.37 14.37 1.51 1.18 8.22 N 0.04 12.17 0.38 1.16 8.12
FFWM 326,489 12.53 12.53 0.60 0.43 3.56 N 1.68 12.50 0.40 1.19 9.78
FFYF 573,162 18.35 18.35 1.40 1.21 6.50 N 0.88 15.46 0.37 1.10 6.03
FGHC 135,582 8.30 7.36 0.55 0.89 11.09 N 1.42 14.58 0.12 0.79 9.24
FIBC 243,450 11.31 11.25 0.68 0.61 4.70 N 2.78 12.74 0.26 0.84 7.08
FIDF 3,279,564 6.94 6.93 (7.52) (1.97) (43.33) N 3.58 10.37 0.22 0.19 0.07
FISB 1,476,879 8.95 8.84 1.73 1.18 13.88 N 1.70 14.88 0.42 1.21 13.72
FKFS 272,821 8.76 8.76 NA 0.42 4.98 N 2.19 15.18 0.28 0.22 2.49
FKKY 138,609 35.80 35.80 NA 1.05 NA N 0.00 25.83 0.15 1.35 3.74
FLAG 232,105 8.92 8.92 0.88 0.87 9.78 N 1.86 19.85 0.17 0.76 8.11
FLFC 927,108 7.88 6.77 1.64 1.02 14.49 N 1.80 12.36 0.44 1.03 14.03
FMBD 285,296 25.25 25.25 NA 0.99 4.15 N NA 19.53 0.16 1.08 4.22
FMCO 505,700 6.58 6.41 1.63 0.84 13.06 N NA 9.46 0.39 0.80 12.08
FMCT 536,955 5.55 5.55 (0.11) 0.07 1.12 N 2.52 8.20 0.61 0.78 13.48
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 16
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T.Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FMLY 887,387 7.76 7.14 1.74 0.96 12.56 N 1.19 11.04 0.47 0.95 12.22
FMSB 370,986 6.64 6.64 1.39 1.03 15.31 N NA 11.21 0.34 1.02 15.45
FNGB 572,193 12.73 12.73 0.86 0.84 6.53 N 0.13 18.04 0.22 0.77 5.99
FNSC 277,057 13.99 13.99 1.26 0.75 5.68 Y 2.00 21.17 0.31 0.86 6.50
FOBC 339,562 12.12 11.55 1.21 1.00 7.74 N 0.14 12.60 0.30 0.96 7.69
FPRY 231,649 6.53 6.53 1.33 0.64 9.93 Y 0.11 20.63 0.25 0.54 8.28
FRC 1,972,611 5.65 NA 0.24 0.14 2.36 N NA 12.29 0.30 0.57 10.09
FSBC 116,966 4.80 4.80 0.48 0.34 7.76 N 1.44 157.75 0.01 0.15 3.07
FSBI 287,465 7.91 7.83 1.25 0.57 7.31 N 0.52 12.87 0.34 0.58 7.36
FSBS 90,216 26.34 26.34 NA 0.86 NA Y 0.58 31.70 0.14 0.83 3.13
FSBX 477,665 7.48 7.48 0.42 1.26 17.00 N 1.92 9.09 0.11 1.24 16.42
FSFC 359,481 19.62 19.62 0.80 0.90 4.59 N NA 22.32 0.21 0.92 4.66
FSFI 597,269 7.20 6.84 0.95 0.74 11.15 N 3.88 15.00 0.20 0.98 14.23
FSLA 945,012 9.49 8.30 1.17 0.91 10.02 N 1.02 12.93 0.29 0.92 9.72
FSNJ 657,075 8.13 8.13 NA 0.04 0.47 N 0.84 17.50 0.20 (0.70) (7.88)
FSPG 453,039 6.64 6.46 1.96 1.11 17.52 N 0.75 9.01 0.52 1.00 15.20
FSSB 104,089 5.69 5.43 (0.86) (0.09) (1.55) N 2.50 NM (0.07) 0.59 10.52
FTF 161,785 20.69 20.69 NA 1.55 NA N 0.22 9.86 0.39 1.80 8.78
FTFC 1,382,069 6.85 6.48 1.36 0.92 13.46 N NA 17.54 0.31 0.89 12.58
FTSB 88,470 24.93 24.93 NA 1.32 NA N NA 15.70 0.23 1.49 5.95
FWWB 594,917 25.79 25.79 NA NA NA N 0.22 NA NA 1.32 7.05
GAF 568,725 22.45 22.45 NA NA NA N 0.19 NA NA 0.80 8.54
GBCI 398,220 9.63 9.61 1.93 1.59 16.25 N 0.03 12.12 0.49 1.52 15.66
GDVS 240,468 12.11 12.11 NA 0.48 4.10 N 2.63 29.86 0.09 0.51 4.12
GDW 35,013,718 6.66 6.29 4.36 0.75 11.76 N 1.37 10.70 1.23 0.86 13.09
GFCO 278,609 9.41 9.18 1.34 0.56 5.86 N 0.44 16.99 0.32 0.50 5.23
GFED 186,357 14.11 14.11 NA 0.71 NA N 1.20 57.50 0.05 0.36 2.49
GFSB 80,913 12.04 12.04 1.53 1.08 8.47 N NA 10.87 0.46 1.19 9.91
GLBK 35,903 16.31 16.31 0.95 0.78 4.98 N 0.00 30.58 0.14 0.87 5.47
GLN 14,367,978 6.55 6.16 0.87 0.23 2.51 N 2.08 23.03 0.19 0.56 8.87
GPT 14,469,048 10.58 6.31 2.30 0.96 6.86 N 2.94 12.03 0.60 0.75 7.10
GROV 586,433 6.24 6.23 2.75 0.81 13.29 N 0.75 8.58 0.75 0.89 14.19
GRTR 2,575,726 7.69 7.69 0.68 0.75 8.37 N NA 16.36 0.17 0.65 6.62
GSBC 658,834 9.97 9.82 2.07 1.64 16.20 N 2.34 12.85 0.53 1.54 15.28
GSFC 151,028 14.72 14.72 NA 1.21 NA N 0.21 NA NA NA NA
GSLC 96,577 6.55 6.55 0.59 0.57 9.97 N NA 19.38 0.10 0.60 9.09
GTFN 2,477,204 11.35 NA 1.27 1.00 8.18 N 0.44 20.13 0.34 1.06 9.02
GTPS 117,706 29.42 29.42 NA 0.77 NA N NA 28.65 0.12 0.81 2.75
</TABLE>
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T.Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GUPB 66,821 24.23 24.23 NA 1.40 NA N NA 23.96 0.15 0.89 3.37
GWBC 73,409 25.17 25.17 NA 1.14 5.85 N 0.06 16.19 0.22 1.43 5.44
GWF 43,762,730 6.45 5.77 1.74 0.65 11.05 N 1.81 12.50 0.46 0.65 10.29
HALL 313,681 8.40 8.40 0.93 0.56 5.74 N 0.00 14.42 0.26 0.55 6.46
HARB 932,858 8.86 8.86 2.15 1.19 13.70 N 0.54 13.07 0.55 1.19 13.47
HARL 273,997 7.05 7.05 1.71 0.82 11.94 N 0.00 10.76 0.43 0.78 11.03
HARS 1,255,864 12.06 11.36 0.84 0.81 6.34 N 0.72 24.63 0.17 0.60 4.99
HAVN 1,485,076 6.30 6.26 2.09 0.68 10.21 N NA 9.68 0.62 0.77 11.90
HBBI 42,954 14.35 14.35 NA 1.05 7.81 N 0.14 14.96 0.28 0.78 5.42
HBFW 314,896 17.39 17.39 NA 0.85 5.23 N 0.00 18.44 0.20 0.80 4.62
HBNK 441,911 7.84 7.84 0.64 0.22 3.92 N 1.98 16.23 0.26 0.54 7.00
HEMT 754,365 11.44 NA NA 0.19 1.50 N NA 27.08 0.09 0.43 3.65
HFFB 108,710 28.66 28.66 NA NA NA N 0.00 21.68 0.16 1.15 4.02
HFFC 558,819 9.07 9.04 0.94 0.65 7.27 N 0.67 11.91 0.32 0.85 9.53
HFMD 214,615 8.57 8.44 0.99 1.20 15.02 Y 6.03 25.57 0.11 0.58 6.78
HFNC 926,259 26.29 26.29 NA NA NA N 1.38 NA NA 0.55 2.59
HFSA 82,651 19.20 19.20 NA 0.55 NA N 0.11 18.75 0.16 0.77 3.98
HFSF 718,390 7.50 7.47 0.35 0.33 4.53 Y 1.37 50.69 0.09 0.39 5.27
HHFC 70,314 18.65 18.65 0.67 0.88 4.75 N 0.18 20.42 0.15 0.73 3.97
HIFS 179,389 10.04 10.04 1.44 1.12 10.71 N 0.34 10.98 0.33 0.98 9.52
HMCI 341,742 6.07 6.07 0.74 0.37 6.28 N NA 36.98 0.12 0.42 6.92
HMNF 542,012 16.77 16.77 1.05 1.10 6.27 N 0.14 14.66 0.26 1.18 6.88
HNFC 682,029 7.97 NA 1.36 0.62 8.23 N 0.13 15.44 0.34 0.71 8.94
HOFL 1,227,371 25.52 25.52 0.85 1.70 6.60 N 0.06 17.34 0.20 1.66 6.49
HOMF 595,016 8.19 7.89 2.83 1.17 15.06 N 0.50 8.56 0.73 1.29 15.93
HPBC 166,866 11.26 11.26 1.59 1.74 15.09 N 0.00 9.21 0.38 1.69 15.19
HRBF 154,218 19.03 19.03 0.61 0.82 3.77 N 0.06 36.46 0.09 0.44 2.18
HRZB 488,968 16.19 16.19 1.09 1.53 9.51 N 0.00 10.78 0.29 1.57 9.73
HSBK 346,865 6.58 6.58 1.44 0.86 12.76 N 0.27 8.02 0.46 0.67 9.93
HTHR 753,583 5.17 5.15 (6.49) (1.90) (41.69) N 11.10 13.89 0.09 0.28 8.06
HVFD 354,505 7.91 7.87 0.99 0.58 7.13 N 0.81 15.00 0.30 0.79 9.86
HZFS 73,105 12.12 12.12 0.97 0.71 5.55 N 1.69 13.44 0.30 0.82 6.73
IBSF 756,928 20.40 20.40 0.77 1.11 5.16 N 0.07 20.22 0.17 0.98 4.69
IFSB 263,740 6.48 5.62 0.54 0.54 8.99 N 2.77 27.68 0.07 0.43 6.66
IFSL 721,333 9.81 9.05 1.47 1.00 10.74 N 1.27 11.02 0.40 1.03 10.64
INBI 327,028 19.12 19.12 NA 1.48 NA N 0.13 15.13 0.25 1.55 6.53
INCB 90,614 15.60 15.60 0.79 0.77 4.97 N NA 24.58 0.15 0.58 3.78
IPSW 134,065 6.32 6.32 1.20 1.38 22.40 N 2.23 6.25 0.36 1.38 22.02
</TABLE>
Source: SNL & F&C calculations 18
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T.Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
IROQ 451,060 7.19 7.19 1.61 0.98 14.79 N 1.21 9.54 0.38 0.90 13.01
ISBF 608,830 19.66 19.65 NA 1.26 7.14 N 0.36 15.50 0.25 1.14 5.78
ITLA 655,435 8.99 8.99 NA NA NA N NA 9.71 0.37 1.42 15.50
IWBK 1,368,548 6.88 6.69 1.89 1.08 14.78 N 0.59 11.26 0.53 1.18 16.81
JEBC 265,039 13.37 13.37 1.27 1.00 7.77 Y 0.42 17.65 0.31 0.97 7.32
JOAC 36,431 29.39 29.39 NA 0.68 NA N 0.04 NA NA 0.55 2.47
JSBA 1,114,294 7.28 6.08 1.62 0.62 8.90 N NA 19.23 0.39 0.71 9.87
JSBF 1,545,195 22.01 22.01 2.11 1.44 6.67 N NA 15.68 0.54 1.54 6.97
JXSB 138,766 12.06 12.06 NA 0.41 3.83 N 0.55 35.00 0.10 0.44 3.61
JXVL 198,081 10.47 10.47 NA 0.74 NA N 1.41 NA NA 0.81 NA
KFBI 594,269 28.08 28.08 NA NA NA N 0.07 NA NA 1.40 5.36
KNK 363,182 9.80 9.15 1.05 0.50 4.53 N 0.20 18.39 0.26 0.44 4.39
KSAV 89,871 15.16 15.15 1.40 1.14 6.85 N 0.73 11.98 0.36 1.12 7.02
KSBK 127,372 6.85 6.34 2.75 0.79 12.20 N NA 6.57 0.79 0.89 13.10
KYF 74,186 26.58 26.58 NA 0.70 3.97 N NA 18.01 0.17 1.17 4.34
LARK 198,535 17.40 17.40 0.77 0.88 5.04 N 0.06 19.24 0.19 0.86 4.98
LARL 192,654 10.47 10.47 1.58 1.35 13.39 N 0.77 10.00 0.40 1.35 12.97
LBCI 669,949 9.53 9.50 1.30 0.56 5.49 N 0.12 14.82 0.39 0.63 6.60
LBFI 143,572 17.92 17.92 0.85 1.09 5.72 N 0.57 17.05 0.22 1.02 5.63
LFBI 285,478 15.19 14.14 NA NA NA N NA NA NA 0.35 3.50
LFCT 3,177,812 8.03 8.03 3.85 1.40 17.38 Y NA 10.19 1.08 1.46 18.26
LFED 260,622 16.53 16.53 0.80 1.03 6.37 N 0.00 17.97 0.20 1.04 6.36
LFSB 233,737 28.42 28.42 0.52 0.77 2.75 Y 0.00 43.18 0.11 0.69 2.43
LIFB 1,204,577 12.73 NA 0.95 0.86 5.94 N NA 14.25 0.25 0.90 6.58
LISB 4,834,405 10.69 10.69 1.72 0.95 8.72 N NA 17.79 0.39 0.92 8.46
LOAN 126,884 8.64 8.37 0.89 1.53 17.40 N 0.15 17.58 0.16 1.12 12.44
LOGN 74,647 27.40 27.40 NA 1.35 6.33 N 0.42 15.63 0.20 1.65 6.00
LONF 34,152 9.44 9.44 NA 0.44 NA N 0.13 NA NA NA NA
LSBI 158,973 11.37 11.37 NA 0.87 7.30 N 0.00 14.29 0.28 0.75 6.49
LSBX 323,523 7.56 7.56 0.79 1.14 14.78 N 1.98 6.12 0.24 1.25 16.23
LVSB 440,940 11.11 8.87 1.23 1.55 13.34 N 1.37 18.87 0.26 1.38 12.26
MAFB 1,980,184 5.54 5.54 2.87 0.91 15.57 N 0.40 8.99 0.73 0.87 15.36
MARN 179,329 24.00 24.00 1.17 1.41 5.79 N 0.93 17.56 0.29 1.37 5.68
MASB 858,922 10.16 10.16 3.08 1.05 10.32 N 0.33 10.92 0.75 1.04 9.74
MBBC 329,768 14.44 14.27 NA 0.21 1.49 N 0.97 98.96 0.03 0.10 0.66
MBLF 197,259 14.37 14.37 0.96 0.72 4.95 N 0.38 28.27 0.21 0.61 4.22
MCBN 55,406 8.77 8.77 1.53 0.68 7.73 N 1.19 14.68 0.33 0.63 7.17
MCBS 271,700 13.34 13.32 1.23 1.68 11.50 N 0.17 12.08 0.37 1.41 10.45
</TABLE>
Source: SNL & F&C calculations 19
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T.Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MDBK 980,973 8.89 8.13 2.01 1.03 11.58 N 0.55 9.49 0.54 1.12 12.41
MERI 227,121 7.44 7.44 2.71 1.02 14.10 N NA 12.89 0.64 1.02 13.73
MFBC 200,895 19.31 19.31 0.64 0.69 3.40 N NA 18.75 0.19 0.82 4.09
MFCX 125,312 15.38 15.38 0.33 0.39 2.55 Y 0.00 103.13 0.04 0.17 1.12
MFFC 171,708 19.98 19.98 0.70 1.13 4.88 N 0.20 25.83 0.15 1.00 4.75
MFLR 110,680 9.87 9.67 0.85 0.85 7.90 N 1.57 13.92 0.22 0.91 8.87
MFSB 54,913 11.31 11.31 NA 0.22 2.18 Y NA 105.00 0.05 0.12 1.03
MFSL 1,143,338 8.22 8.09 1.97 0.79 9.72 N NA 14.60 0.52 0.59 7.28
MGNL 1,290,780 9.77 9.23 2.80 1.80 18.27 N NA 12.08 0.75 1.58 15.73
MIDC 364,809 9.36 7.88 0.57 0.31 3.24 N 1.70 11.72 0.32 0.67 7.15
MIFC 119,395 9.02 9.01 0.53 0.84 8.90 N NA 12.98 0.13 0.80 8.66
MIVI 68,334 20.07 20.07 NA 1.32 7.10 N NA 15.13 0.19 1.50 7.51
MLFB 1,757,048 8.23 8.06 1.76 0.69 7.43 N 0.64 13.71 0.44 0.77 8.30
MORG 70,748 14.90 14.90 0.72 0.97 6.13 N 0.06 16.18 0.17 0.88 5.79
MSBB 454,126 9.69 9.54 1.48 0.55 5.65 N NA 11.06 0.39 0.53 5.62
MSBF 52,995 24.91 24.91 NA 2.02 8.79 N 0.23 10.63 0.40 2.08 8.29
MSBK 719,490 5.45 5.45 (0.17) 0.01 0.20 N 0.11 NM (0.11) (0.41) (7.43)
MSEA 778,165 6.54 5.95 1.50 0.76 11.97 N NA 6.84 0.53 1.03 15.43
MWBI 136,809 6.94 6.94 2.36 0.99 14.16 N 0.27 10.96 0.61 0.69 9.55
MWFD 177,164 9.34 8.93 1.64 1.11 11.34 N 0.16 14.25 0.50 1.47 15.55
NASB 656,855 7.25 6.97 3.34 1.36 18.76 N 3.43 9.76 0.77 1.08 14.46
NBF 396,841 8.91 8.89 0.59 0.40 4.52 Y 0.99 NA 0.22 0.53 5.95
NBSI 114,337 17.34 17.34 0.48 0.57 2.98 N 0.00 25.39 0.16 0.66 3.64
NEIB 141,098 20.22 20.22 NA 1.09 5.63 N NA 15.94 0.20 1.14 5.33
NFSL 160,656 11.58 11.51 1.84 1.89 17.69 N 0.67 10.71 0.42 1.87 16.31
NHSL 292,618 8.43 8.41 0.20 0.16 1.93 N 2.05 10.05 0.23 0.78 9.27
NHTB 258,216 7.57 7.57 0.76 0.51 6.59 N 1.11 9.31 0.27 0.68 8.84
NMSB 291,578 11.13 11.13 1.34 2.07 19.16 N 2.85 13.22 0.13 0.83 7.20
NSBI 1,153,392 20.39 20.39 2.75 1.86 9.57 Y 0.28 15.17 0.68 1.72 8.48
NSBK 1,580,435 7.74 NA 3.09 1.15 15.68 N NA 10.57 0.81 1.09 14.18
NSLB 56,552 24.49 24.49 NA NA NA N 0.06 19.49 0.17 1.05 4.38
NSSB 675,332 11.26 10.73 1.00 0.87 7.59 N 1.72 13.41 0.24 0.79 7.01
NSSY 515,267 8.46 8.46 1.54 0.99 11.65 N 3.36 NM (0.05) 0.71 8.31
NTMG 83,710 6.30 6.30 0.38 0.61 10.53 N 1.65 25.89 0.07 0.65 11.13
NWEQ 82,976 14.06 14.06 0.86 1.15 7.49 N 0.52 14.71 0.17 0.84 5.67
NWSB 1,767,455 10.67 10.56 1.51 1.05 9.34 N NA 14.79 0.41 1.07 9.75
NYB 2,754,437 5.78 5.78 2.40 1.19 19.84 N 1.49 9.01 0.68 1.37 22.82
OFCP 370,305 21.48 21.48 0.70 1.08 4.62 N 0.10 23.90 0.17 1.01 4.48
</TABLE>
Source: SNL & F&C calculations 20
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (X) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OHSL 205,462 12.42 12.42 1.42 0.95 7.51 N 0.03 15.28 0.36 0.89 7.05
OSBF 253,714 12.59 12.59 0.65 0.17 1.34 N 0.11 18.65 0.32 0.70 5.55
PALM 646,024 7.97 7.59 0.73 0.64 8.54 N 4.25 18.84 0.17 0.68 8.59
PBCI 371,365 15.99 15.86 1.65 1.49 9.71 N 2.45 13.01 0.37 1.35 8.48
PBCT 6,916,300 8.17 8.17 1.53 1.15 14.62 N 1.66 15.18 0.35 1.21 15.07
PBIX 268,869 20.13 20.13 NA 0.51 5.39 N 0.32 NA NA 0.33 4.32
PBKB 324,440 6.06 5.63 0.73 0.81 11.65 N 1.64 11.01 0.21 0.84 13.06
PBNB 406,276 10.81 10.09 1.80 0.85 7.81 N 0.44 10.68 0.48 0.88 7.92
PCBC 77,318 20.86 20.86 NA 1.00 5.18 N 0.05 18.48 0.23 0.93 4.50
PCCI 286,926 7.91 7.91 0.93 1.36 23.43 N 6.49 8.20 0.24 1.03 12.83
PDB 122,482 30.35 30.35 NA 1.25 NA N 0.07 NA NA 1.33 8.13
PEEK 189,469 30.98 30.98 NA NA NA N 0.07 NA NA 0.89 3.84
PERM 377,905 11.14 11.00 0.49 0.33 2.75 N 1.85 26.34 0.14 0.35 3.10
PETE 393,159 6.34 6.32 (0.10) (0.04) (0.61) N 1.81 8.20 0.40 0.81 12.62
PFDC 280,778 15.26 15.26 1.69 1.45 9.58 N 0.28 10.97 0.45 1.53 10.03
PFFB 1,899,412 5.76 5.76 NA (0.23) NA N 1.52 NA NA 0.03 NA
PFNC 347,991 5.52 5.48 0.69 0.86 19.35 N 1.33 173.50 0.01 0.84 15.69
PFSB 935,037 10.03 8.10 1.30 0.71 6.33 N 0.93 10.30 0.37 0.83 8.15
PFSL 369,379 5.95 5.95 1.24 0.56 9.45 N 0.20 12.10 0.31 0.56 9.43
PHBK 3,301,647 8.37 7.29 2.12 1.21 14.11 N NA 9.66 0.54 1.20 14.04
PHFC 195,154 5.75 5.75 NA NA NA N NA NA NA 0.54 NA
PKPS 839,174 8.49 8.49 1.58 1.94 25.03 N 2.18 20.83 0.06 0.38 4.42
PLE 194,311 7.71 7.45 1.53 0.77 10.29 N 0.27 9.52 0.43 0.87 11.32
PMFI 374,039 9.64 9.64 0.74 0.41 4.09 N 0.52 20.24 0.21 0.46 4.75
POBS 267,272 25.36 25.36 0.91 2.31 9.23 N 0.43 17.76 0.19 2.67 10.83
PSAB 608,967 9.44 NA 1.42 1.02 10.89 N NA 11.38 0.39 1.05 11.28
PSBK 785,554 8.86 8.86 2.78 0.99 10.53 N 1.06 9.66 0.71 1.02 11.12
PSSB 195,666 5.87 5.87 0.56 0.62 11.18 N 3.35 13.28 0.16 0.61 10.69
PTRS 114,242 9.79 9.79 1.54 0.74 7.88 N 2.21 9.59 0.43 0.83 8.53
PULB 177,984 12.55 12.55 0.54 0.72 6.09 N NA 21.88 0.16 0.78 6.37
PULS 452,455 11.89 11.89 1.34 1.17 10.04 N 1.20 11.03 0.34 1.19 9.97
PVFC 312,466 6.56 6.56 1.78 1.14 18.41 N 1.23 11.36 0.44 1.19 18.34
PVSA 914,016 7.42 7.39 2.59 1.04 15.22 N 0.18 9.96 0.69 1.32 18.51
PWBC 659,371 8.33 7.65 0.93 0.61 7.44 N 0.13 12.26 0.26 0.64 7.80
QCBC 692,974 9.88 9.83 0.80 0.50 4.90 N 2.31 15.70 0.23 0.54 5.46
QCFB 161,231 19.52 19.52 NA 1.45 8.09 N NA 11.12 0.34 1.45 7.26
QCSB 1,259,485 16.98 16.98 3.53 1.74 9.84 N NA 12.02 0.91 1.68 9.75
RARB 354,810 7.43 7.25 1.61 0.80 10.53 N 0.35 11.53 0.45 0.87 11.19
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 21
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (X) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
RCSB 4,111,153 9.03 8.81 2.10 1.05 11.55 N 0.72 11.08 0.53 1.00 11.20
REDF 871,814 5.51 5.51 (2.72) (0.86) (15.05) N 6.63 NM (1.26) (2.09) (36.86)
RELI 32,260 29.81 NA NA 1.23 NA N NA NA NA NA NA
RELY 1,744,365 8.86 6.16 1.12 0.91 6.81 N NA 12.60 0.30 0.85 8.02
RFED 9,134,660 5.57 NA 1.77 0.66 14.19 N NA 10.46 0.46 0.93 18.99
ROSE 3,001,958 6.23 6.23 2.04 0.86 12.63 N NA 11.04 0.60 0.97 14.86
RVSB 204,794 11.03 9.83 1.05 1.21 11.26 N 0.00 15.74 0.27 1.20 11.07
SBCN 197,137 13.01 13.01 0.77 0.39 2.95 N 0.20 32.29 0.12 (0.41) (3.08)
SBFL 169,685 12.49 12.49 NA 0.13 1.06 N NA 103.13 0.04 0.13 1.08
SBOS 1,715,070 12.34 12.34 3.40 1.89 21.12 Y 0.65 10.99 0.95 3.18 28.19
SCCB 43,939 29.65 29.65 0.90 1.50 4.95 N NA 27.50 0.15 1.00 3.34
SCSL 372,140 6.89 6.87 NA 0.34 3.35 N 0.19 NM (0.21) 0.72 13.48
SECP 3,344,642 16.88 16.88 3.02 0.89 5.09 N 0.12 17.34 0.84 0.84 4.92
SFB 13,505,427 6.95 6.00 3.44 0.93 13.88 N 0.22 11.13 0.89 0.95 13.89
SFBM 365,307 8.81 7.66 1.32 0.69 8.17 N 0.11 17.50 0.30 0.71 8.32
SFED 165,569 14.06 14.06 NA 0.63 5.06 N 0.63 15.18 0.21 0.70 4.86
SFFC 74,182 20.12 20.12 1.04 1.18 5.80 N NA 15.51 0.27 1.18 5.91
SFIN 559,049 12.94 12.90 NA NA NA N 1.01 NA NA 0.65 4.97
SFSB 362,272 7.14 7.10 1.13 0.51 6.97 N 0.25 15.28 0.27 0.46 6.36
SFSL 458,294 8.83 8.60 1.44 1.33 15.39 N 0.46 8.16 0.36 1.29 14.87
SGVB 333,064 9.78 9.78 NA 0.12 1.11 N NA NM (0.02) 0.01 0.07
SHEN 355,710 13.24 13.24 1.37 1.01 7.19 N 0.48 14.64 0.35 1.10 7.95
SHFC 45,401 21.20 21.20 0.29 0.36 1.67 N 0.01 40.28 0.09 0.41 1.96
SISB 1,135,170 7.42 7.42 2.52 1.27 17.72 N NA 10.04 0.42 0.87 11.61
SJSB 143,857 12.25 12.25 NA 0.68 5.67 N NA 19.00 0.25 0.69 5.56
SMBC 159,470 16.66 16.66 0.64 0.75 4.20 N NA 21.32 0.17 0.78 4.51
SMFC 263,890 11.98 11.98 1.04 0.83 6.26 N 0.00 12.30 0.32 0.86 7.02
SOBI 76,005 18.66 18.66 NA 0.50 2.91 N NA 53.13 0.06 0.27 1.44
SOPN 256,294 26.21 26.21 0.97 1.48 5.68 N 0.03 19.13 0.25 1.52 5.83
SOSA 509,502 5.46 5.46 0.10 0.33 6.38 N 9.74 7.50 0.05 0.60 11.11
SPBC 4,142,858 9.24 9.21 1.80 0.89 9.59 N 0.63 14.86 0.41 0.85 9.04
SRN 110,757 20.38 20.20 NA NA NA N 8.18 NA NA 0.44 2.96
SSB 57,718 14.87 14.87 NA 1.25 NA N 0.00 NA NA NA NA
SSBK 504,631 8.28 NA 1.61 1.00 11.88 N NA 13.26 0.41 0.96 11.41
SSM 81,560 14.38 14.38 NA 1.40 NA N 0.00 NA NA NA NA
STFR 1,203,689 11.48 11.03 1.75 1.22 11.04 N 0.52 13.96 0.47 1.36 11.77
STND 2,186,603 12.30 12.30 0.93 0.88 6.22 N NA 15.49 0.24 0.92 7.16
STSA 1,497,617 5.83 5.04 0.88 0.45 7.72 N 0.63 13.75 0.25 0.50 8.61
</TABLE>
Source: SNL & F&C calculations 22
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30,1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
TICKER MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SVRN 8,411,108 5.21 3.83 0.96 0.80 16.63 N NA 10.70 0.26 0.78 16.81
SWBI 349,543 12.00 12.00 1.91 1.19 8.83 N 0.25 15.70 0.43 0.99 7.67
SWCB 426,515 8.38 7.83 1.73 0.83 10.21 N 1.38 10.37 0.47 0.99 12.25
SZB 85,775 17.55 17.55 NA 0.74 4.52 N 0.19 38.67 0.08 0.78 4.45
TBK 214,076 6.20 5.91 (0.98) (0.54) (8.37) N 3.96 8.28 0.30 0.68 11.06
TCB 7,039,282 7.69 7.37 2.61 1.37 20.18 N 0.92 13.20 0.67 1.48 19.67
THBC 80,484 22.20 22.20 0.98 1.38 6.13 N NA 12.96 0.27 1.42 6.41
THIR 155,687 18.15 18.15 1.62 1.40 7.85 Y 0.23 21.88 0.36 1.32 7.36
THR 81,841 15.84 15.77 NA NA NA N 0.65 16.78 0.19 0.90 5.68
THRD 519,196 14.31 14.31 0.91 0.92 5.60 N 0.35 13.08 0.27 1.08 7.53
TPNZ 110,542 20.35 20.35 NA 0.77 NA N 1.15 NA NA 0.80 5.80
TRIC 65,766 20.52 20.52 0.99 1.01 4.95 N 0.34 18.23 0.24 0.98 4.82
TSBS 518,674 19.04 18.69 NA 1.80 NA N NA 18.09 0.19 2.10 11.04
TSH 328,426 18.80 18.80 NA 1.18 NA N NA 15.06 0.22 1.12 5.89
TWIN 102,423 13.76 13.76 1.10 1.08 7.84 N 0.42 12.90 0.31 1.18 8.38
UBMT 114,440 21.57 21.57 1.41 1.62 7.22 N 0.43 10.37 0.44 1.96 8.75
UFRM 246,918 8.39 8.39 0.73 1.00 12.75 N 0.08 9.38 0.21 1.08 13.68
VABF 624,964 6.58 6.58 0.01 0.23 3.99 N 1.10 41.25 0.05 0.33 5.33
VAFD 122,083 8.20 8.20 1.24 0.36 4.61 Y 0.61 26.61 0.31 0.41 5.11
VFFC 713,931 7.72 7.46 1.18 1.21 16.02 N 2.89 11.18 0.26 1.25 15.98
WAMU 22,344,769 7.38 6.74 2.74 1.00 15.17 N 0.51 9.91 0.70 1.08 15.70
WAYN 245,892 9.16 9.16 0.92 0.56 6.13 N 1.08 26.19 0.21 0.55 5.99
WBCI 275,758 12.28 12.27 1.19 0.45 3.90 Y NA 12.86 0.44 0.56 4.74
WBST 3,813,173 5.61 4.43 2.46 0.56 10.43 N 1.44 11.56 0.60 0.63 10.89
WCBI 309,265 15.64 15.64 2.07 1.32 8.46 N 0.58 14.15 0.51 1.26 8.03
WCFB 97,258 22.29 22.29 0.51 1.11 5.04 N 0.52 23.66 0.14 1.21 5.42
WCHI 213,254 12.04 12.04 1.11 0.94 7.85 Y 0.09 19.11 0.26 0.86 7.10
WEFC 195,158 14.78 14.78 NA 0.67 6.29 N NA 14.58 0.18 0.76 5.18
WES 3,076,518 9.89 9.86 0.67 1.21 13.63 N NA 98.13 0.05 1.25 13.09
WFCO 262,329 7.89 7.70 0.99 0.94 12.54 N 0.49 14.06 0.24 0.92 11.95
WFSB 801,329 5.89 5.89 0.30 0.67 11.99 Y 1.23 32.67 0.06 0.70 12.10
WFSL 4,928,989 12.13 11.61 1.78 1.75 13.78 N NA 10.29 0.51 1.79 14.56
WHGB 85,027 9.94 9.94 NA 0.77 NA N 0.20 NA NA NA NA
WLDN 1,019,288 9.37 8.13 1.98 0.98 10.83 N 0.73 9.13 0.52 1.12 12.07
WOFC 231,505 25.77 25.77 0.86 1.42 4.72 N 0.25 17.28 0.34 1.83 6.96
WRNB 354,882 8.95 8.95 1.42 1.65 19.83 N 2.05 7.48 0.38 1.85 20.68
WSB 262,632 8.08 8.08 0.40 0.92 12.60 N NA 11.36 0.11 0.95 12.31
WSFS 1,259,332 5.86 NA 1.11 2.20 41.46 N 3.18 9.08 0.21 0.97 16.29
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 23
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30,1996
- -------------------
EXHIBIT V - ALL PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
TICKER MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WSTR 588,255 13.28 13.28 0.89 0.76 5.68 N 0.02 14.50 0.25 0.77 5.73
WVFC 230,276 15.62 15.62 1.67 1.18 7.77 N 0.75 9.49 0.56 2.12 14.03
YFCB 208,283 7.57 7.57 NA 0.72 NA N 1.80 NA NA NA NA
YFED 1,054,864 8.55 8.55 1.27 0.92 10.78 N 1.36 8.80 0.49 1.29 15.29
Maximum 49,781,986 35.80 35.80 5.61 2.31 41.46 11.10 173.50 1.70 3.18 28.19
Minimum 32,260 3.31 2.71 (7.52) (1.97) (43.33) - 5.29 (1.26) (2.09) (36.86)
Average 1,312,027 12.21 2.12 1.26 0.87 8.64 1.01 18.47 0.32 0.90 8.63
Median 341,673 9.92 9.67 1.25 0.88 8.05 0.58 14.06 0.29 0.89 8.13
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 24
<PAGE>
EXHIBIT VI
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT VI - SELECTED PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Deposit Current Current Price/
Ins. Stock Market LTM
Agency Price Value Core EPS
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M) (x)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AADV Advantage Bancorp, Inc. Kenosha WI MW SAIF NASDAQ 03/23/92 34.000 117.79 16.11
ABCW Anchor BanCorp Wisconsin Madison WI MW SAIF NASDAQ 07/16/92 33.250 164.07 12.79
AFFFZ America First Financial Fund San Francisco CA WE SAIF NASDAQ NA 27.500 165.29 10.50
ALBK ALBANK Financial Corp Albany NY MA SAIF NASDAQ 04/01/92 26.750 363.94 13.24
AMFB American Federal Bank Greenville SC SE SAIF NASDAQ 01/19/89 15.750 171.73 9.91
ANDB Andover Bancorp, Inc. Andover MA NE BIF NASDAQ 05/08/86 22.375 94.93 9.64
ASBI Ameriana Bancorp New Castle IN MW SAIF NASDAQ 03/02/87 13.000 43.23 14.13
ASFC Astoria Financial Corporation Lake Success NY MA SAIF NASDAQ 11/18/93 53.250 583.54 13.05
BANC BankAtlantic Bancorp, Inc. Fort Lauderdale FL SE SAIF NASDAQ 11/29/83 15.750 184.95 12.30
BFSB Bedford Bancshares, Inc. Bedford VA SE SAIF NASDAQ 08/22/94 17.375 20.43 13.90
BFSI BFS Bankorp, Inc. New York NY MA SAIF NASDAQ 05/12/88 38.750 63.38 6.91
BKC American Bank of Connecticut Waterbury CT NE BIF AMSE 12/01/81 25.625 58.55 22.68
BKCO Bankers Corp. Perth Amboy NJ MA BIF NASDAQ 03/16/90 17.000 219.68 10.69
BKCT Bancorp Connecticut, Inc. Southington CT NE BIF NASDAQ 07/03/86 21.250 48.10 11.36
BRFC Bridgeville Savings Bank Bridgeville PA MA SAIF NASDAQ 10/07/94 14.000 15.74 22.58
BSBC Branford Savings Bank Branford CT NE BIF NASDAQ 11/04/86 3.000 15.54 14.29
BTHL Bethel Bancorp Portland ME NE BIF NASDAQ 08/19/87 12.500 15.04 16.23
CAFI Camco Financial Corporation Cambridge OH MW SAIF NASDAQ NA 18.250 35.98 12.33
CAL Cal Fed Bancorp, Inc. Los Angeles CA WE SAIF NYSE 03/01/83 17.875 881.47 11.61
CAPS Capital Savings Bancorp, Inc. Jefferson City MO MW SAIF NASDAQ 12/29/93 19.000 19.74 10.44
CARV Carver Federal Savings Bank New York NY MA SAIF NASDAQ 10/25/94 8.750 20.25 20.35
CASH First Midwest Financial, Inc. Storm Lake IA MW SAIF NASDAQ 09/20/93 23.250 41.61 14.62
CBCI Calumet Bancorp, Inc. Dolton IL MW SAIF NASDAQ 02/20/92 27.750 73.89 13.21
CBCO CB Bancorp, Inc. Michigan City IN MW SAIF NASDAQ 12/28/92 16.250 19.31 8.38
CBNH Community Bankshares, Inc. Concord NH NE BIF NASDAQ 05/08/86 17.500 42.11 12.24
CBSA Coastal Bancorp, Inc. Houston TX SW SAIF NASDAQ NA 18.250 90.48 9.61
CEBK Central Co-Operative Bank Somerville MA NE BIF NASDAQ 10/24/86 16.250 31.42 17.66
CENF CENFED Financial Corp. Pasadena CA WE SAIF NASDAQ 10/25/91 23.000 115.72 16.31
CFB Commercial Federal Corporation Omaha NE MW SAIF NYSE 12/31/84 38.375 578.20 10.29
CFCP Coastal Financial Corp. Myrtle Beach SC SE SAIF NASDAQ 09/26/90 21.000 56.90 16.28
CFCX Center Financial Corp. Waterbury CT NE BIF NASDAQ 08/13/86 17.250 249.91 15.40
CFFC Community Financial Corp. Staunton VA SE SAIF NASDAQ 03/30/88 21.000 26.66 12.80
CFSB CFSB Bancorp, Inc. Lansing MI MW SAIF NASDAQ 06/22/90 20.250 90.64 14.06
CFX CFX Corporation Keene NH NE BIF AMSE 02/12/87 13.625 102.32 15.48
CIBI Community Investors Bancorp Bucyrus OH MW SAIF NASDAQ 02/07/95 15.250 10.69 12.82
CJFC Central Jersey Financial East Brunswick NJ MA SAIF NASDAQ 09/01/84 27.750 74.04 15.08
CMSB Commonwealth Savings Bank, M Valley Forge PA MA SAIF NASDAQ 01/24/94 21.250 183.36 16.87
CMSV Community Savings, MHC North Palm Beach FL SE SAIF NASDAQ 10/24/94 15.000 72.83 18.07
<CAPTION>
Current Current Current
Price/ Price/ Price/ Dividend
Book V. Book V. Book V. Book V.
Ticker Short Name
<S> <C> <C> <C> <C> <C>
AADV Advantage Bancorp, Inc. 129.92 150.78 12.10 0.941
ABCW Anchor BanCorp Wisconsin 139.53 143.01 9.98 1.203
AFFFZ America First Financial Fund 109.30 112.20 6.84 5.818
ALBK ALBANK Financial Corp 113.44 128.54 10.92 1.794
AMFB American Federal Bank 160.71 174.61 12.76 2.540
ANDB Andover Bancorp, Inc. 111.32 111.32 8.53 2.682
ASBI Ameriana Bancorp 96.94 97.09 11.28 4.317
ASFC Astoria Financial Corporation 101.80 125.12 8.70 1.653
BANC BankAtlantic Bancorp, Inc. 138.40 153.06 9.53 1.117
BFSB Bedford Bancshares, Inc. 103.05 103.05 17.65 2.072
BFSI BFS Bankorp, Inc. 137.46 137.46 11.19 0.000
BKC American Bank of Connecticut 131.34 138.66 12.30 5.307
BKCO Bankers Corp. 117.48 120.14 11.55 3.294
BKCT Bancorp Connecticut, Inc. 111.31 111.31 12.53 4.047
BRFC Bridgeville Savings Bank 99.50 99.50 28.02 2.286
BSBC Branford Savings Bank 129.87 129.87 11.28 0.000
BTHL Bethel Bancorp 89.61 106.93 6.96 2.560
CAFI Camco Financial Corporation 129.89 129.89 10.38 2.411
CAL Cal Fed Bancorp, Inc. 136.66 136.66 6.17 0.000
CAPS Capital Savings Bancorp, Inc. 95.00 95.00 10.26 1.895
CARV Carver Federal Savings Bank 57.87 60.85 5.58 0.000
CASH First Midwest Financial, Inc. 107.69 115.38 13.26 1.892
CBCI Calumet Bancorp, Inc. 86.75 86.75 14.74 0.000
CBCO CB Bancorp, Inc. 102.91 102.91 9.43 0.000
CBNH Community Bankshares, Inc. 112.76 NA 8.15 3.429
CBSA Coastal Bancorp, Inc. 97.28 119.83 3.22 2.192
CEBK Central Co-Operative Bank 99.21 113.72 9.87 0.000
CENF CENFED Financial Corp. 110.31 110.58 5.36 1.423
CFB Commercial Federal Corporation 144.43 160.77 8.74 1.042
CFCP Coastal Financial Corp. 218.07 218.07 13.32 2.381
CFCX Center Financial Corp. 111.58 119.46 6.81 1.623
CFFC Community Financial Corp. 123.60 123.60 16.90 2.476
CFSB CFSB Bancorp, Inc. 141.61 141.61 11.75 2.173
CFX CFX Corporation 113.73 127.81 11.36 5.284
CIBI Community Investors Bancorp 90.08 90.08 12.47 1.049
CJFC Central Jersey Financial 134.84 145.06 15.88 1.730
CMSB Commonwealth Savings Bank, M 133.82 153.10 12.60 2.353
CMSV Community Savings, MHC 97.66 97.66 12.41 4.667
</TABLE>
SOURCE: SNL & F&C CALCULATIONS
1
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT VI-SELECTED PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Deposit Current Current
Ins. Stock Market
Agency Price Value
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CNIT CENIT Bancorp, Inc. Norfolk VA SE SAIF NASDAQ 08/06/92 34.625 55.62
CNSK Covenant Bank for Savings Haddonfield NJ MA BIF NASDAQ NA 13.250 24.91
COFD Collective Bancorp, Inc. Egg Harbor City NJ MA SAIF NASDAQ 02/07/84 24.125 492.33
COFI Charter One Financial Cleveland OH MW SAIF NASDAQ 01/22/88 34.875 1,573.38
CSA Coast Savings Financial Los Angeles CA WE SAIF NYSE 12/23/85 31.125 578.41
CTBK Center Banks Incorporated Skaneateles NY MA BIF NASDAQ 06/02/86 14.000 13.05
CTZN CitFed Bancorp, Inc. Dayton OH MW SAIF NASDAQ 01/23/92 34.750 196.41
CVAL Chester Valley Bancorp Inc. Downingtown PA MA SAIF NASDAQ 03/27/87 18.250 28.64
DIBK Dime Financial Corp. Wallingford CT NE BIF NASDAQ 07/09/86 13.750 69.06
DME Dime Bancorp, Inc. New York NY MA BIF NYSE 08/19/86 12.500 1,235.59
DNFC D & N Financial Corp. Hancock MI MW SAIF NASDAQ 02/13/85 12.750 87.07
DSBC DS Bancor, Inc. Derby CT NE BIF NASDAQ 12/11/85 30.500 92.39
DSL Downey Financial Corp. Newport Beach CA WE SAIF NYSE 01/01/71 21.625 367.04
EBCP Eastern Bancorp Dover NH NE SAIF NASDAQ 11/17/83 24.000 57.55
EBSI Eagle Bancshares Tucker GA SE SAIF NASDAQ 04/01/86 14.750 45.98
EFBI Enterprise Federal Bancorp Lockland OH MW SAIF NASDAQ 10/17/94 14.250 31.04
EGFC Eagle Financial Corp. Bristol CT NE SAIF NASDAQ 02/03/87 23.125 103.87
EQSB Equitable Federal Savings Bank Wheaton MD MA SAIF NASDAQ 09/10/93 22.500 13.50
ETFS East Texas Financial Services Tyler TX SW SAIF NASDAQ 01/10/95 15.750 17.86
FBCI Fidelity Bancorp, Inc. Chicago IL MW SAIF NASDAQ 12/15/93 15.625 48.20
FBHC Fort Bend Holding Corp. Rosenberg TX SW SAIF NASDAQ 06/30/93 18.500 15.12
FBSI First Bancshares, Inc. Mountain Grove MO MW SAIF NASDAQ 12/22/93 16.500 21.48
FCBF FCB Financial Corp. Neenah WI MW SAIF NASDAQ 09/24/93 17.625 44.28
FCIT First Citizens Financial Corp. Gaithersburg MD MA SAIF NASDAQ 12/17/86 19.750 52.32
FED FirstFed Financial Corp. Santa Monica CA WE SAIF NYSE 12/16/83 16.125 171.32
FESX First Essex Bancorp, Inc. Andover MA NE BIF NASDAQ 08/04/87 10.875 65.50
FFBI First Financial Bancorp, Inc. Belvidere IL MW SAIF NASDAQ 10/04/93 15.750 7.43
FFBS FFBS BanCorp, Inc. Columbus MS SE SAIF NASDAQ 07/01/93 19.500 30.67
FFBZ First Federal Bancorp, Inc. Zanesville OH MW SAIF NASDAQ 07/13/92 22.250 17.46
FFCH First Financial Holdings Inc. Charleston SC SE SAIF NASDAQ 11/10/83 20.250 128.19
FFEC First Fed Bncshrs Eau Claire Eau Claire WI MW SAIF NASDAQ 10/12/94 14.000 95.98
FFED Fidelity Federal Bancorp Evansville IN MW SAIF NASDAQ 08/31/87 14.000 31.61
FFES First Federal of East Hartford East Hartford CT NE SAIF NASDAQ 06/23/87 17.500 45.39
FFFC FFVA Financial Corp. Lynchburg VA SE SAIF NASDAQ 10/12/94 31.250 89.12
FFFG F.F.O. Financial Group, Inc. St. Cloud FL SE SAIF NASDAQ 10/13/88 2.625 22.13
FFFL Fidelity FSB of Florida, MHC West Palm Beach FL SE SAIF NASDAQ 01/07/94 13.500 90.69
FFHC First Financial Corp. Stevens Point WI MW SAIF NASDAQ 12/24/80 23.500 702.30
FFHS First Franklin Corporation Cincinnati OH MW SAIF NASDAQ 01/26/88 14.375 17.06
<CAPTION>
Price/ Current Current Current
LTM Price/ Price/ T.Price/ Dividend
Ticker Core EPS Book V. Book V. Assets Yield
(x) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C>
CNIT 19.45 118.30 122.96 8.64 2.310
CNSK 16.56 146.57 146.57 8.20 0.000
COFD 9.46 138.09 148.64 9.73 3.316
COFI 11.70 172.99 NA 11.94 2.638
CSA 17.58 135.98 138.27 7.02 0.000
CTBK 10.94 85.78 85.78 6.07 1.714
CTZN 18.89 112.97 131.03 7.93 0.806
CVAL 12.50 115.14 115.14 10.59 1.973
DIBK 9.68 133.62 141.17 10.49 2.036
DME 15.06 136.02 NA 6.36 0.000
DNFC 8.50 125.49 127.50 7.07 0.000
DSBC 13.44 113.00 116.99 7.40 0.787
DSL 14.42 94.72 96.41 7.89 2.220
EBCP 14.63 90.63 96.27 6.98 3.000
EBSI 9.97 123.85 123.85 8.24 3.525
EFBI 20.65 95.90 96.09 14.95 0.000
EGFC 10.32 108.21 120.19 8.02 3.978
EQSB 5.31 102.23 102.23 5.29 0.000
ETFS 18.53 83.29 83.29 16.35 1.270
FBCI 17.76 92.40 92.73 11.13 1.536
FBHC 10.57 87.84 87.84 6.39 1.514
FBSI 19.64 91.26 91.46 15.70 1.212
FCBF 18.95 94.50 94.50 18.50 3.404
FCIT 15.43 134.45 134.45 8.55 0.000
FED 24.43 87.73 89.29 4.11 0.000
FESX 10.16 108.86 108.86 8.10 4.414
FFBI 14.06 94.42 94.42 9.93 0.000
FFBS 18.22 118.69 118.69 24.82 2.051
FFBZ 10.21 138.72 138.89 10.08 1.798
FFCH 13.06 135.18 135.54 9.03 3.160
FFEC 17.50 100.65 105.03 15.44 2.000
FFED 10.07 221.87 221.87 11.38 7.143
FFES 9.11 78.48 78.76 4.86 3.429
FFFC 14.27 94.21 96.09 17.92 2.560
FFFG 15.44 117.19 117.19 7.34 0.000
FFFL 18.49 109.67 111.11 11.63 4.444
FFHC 10.49 176.69 186.21 12.96 2.553
FFHS 13.82 83.04 83.04 7.89 1.948
</TABLE>
Source: SNL & F&C calculations 2
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT VI-SELECTED PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Deposit Current Current
Ins. Stock Market
Agency Price Value
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFKY First Federal Financial Corp. Elizabethtown KY MW SAIF NASDAQ 07/15/87 35.750 75.49
FFLC FFLC Bancorp, Inc. Leesburg FL SE SAIF NASDAQ 01/04/94 17.750 46.83
FFML First Family Financial Corp. Eustis FL SE SAIF NASDAQ 10/22/92 21.750 11.85
FFPB First Palm Beach Bancorp, Inc. West Palm Beach FL SE SAIF NASDAQ 09/29/93 21.500 111.38
FFPC Florida First Bancorp, Inc. Panama City FL SE SAIF NASDAQ 11/06/86 8.500 28.68
FFRV Fidelity Financial Bankshares Richmond VA SE SAIF NASDAQ 05/01/86 13.250 30.17
FFSL First Independence Corp. Independence KS MW SAIF NASDAQ 10/08/93 18.125 10.57
FFSW FirstFederal Financial Svcs Wooster OH MW SAIF NASDAQ 03/31/92 24.000 78.61
FFSX First Fed SB of Siouxland, MHC Sioux City IA MW SAIF NASDAQ 07/13/92 24.000 40.95
FFWC FFW Corp. Wabash IN MW SAIF NASDAQ 04/05/93 19.500 14.80
FFWD Wood Bancorp, Inc. Bowling Green OH MW SAIF NASDAQ 08/31/93 18.500 19.13
FFYF FFY Financial Corp. Youngstown OH MW SAIF NASDAQ 06/28/93 22.875 113.13
FGHC First Georgia Holding, Inc. Brunswick GA SE SAIF NASDAQ 08/17/94 7.000 14.01
FIBC Financial Bancorp, Inc. Long Island City NY MA SAIF NASDAQ 08/02/83 13.250 24.82
FISB First Indiana Corporation Indianapolis IN MW SAIF NASDAQ 12/11/86 25.000 206.96
FLAG FLAG Financial Corp. LaGrange GA SE SAIF NASDAQ 12/06/83 13.500 25.87
FLFC First Liberty Financial Corp. Macon GA SE SAIF NASDAQ 11/07/86 21.750 86.40
FMCO FMS Financial Corporation Burlington NJ MA SAIF NASDAQ 12/17/85 14.750 36.38
FMLY Family Bancorp Haverhill MA NE SAIF NASDAQ 12/29/83 20.750 84.81
FMSB First Mutual Savings Bank Bellevue WA WE BIF NASDAQ 01/19/95 15.250 37.31
FNGB First Northern Capital Corp. Green Bay WI MW SAIF NASDAQ 08/08/86 15.875 72.34
FOBC Fed One Bancorp Wheeling WV SE SAIF NASDAQ 06/24/88 15.125 37.65
FSBC First Savings Bank, FSB Clovis NM SW SAIF NASDAQ 10/10/86 6.310 4.39
FSBI Fidelity Bancorp, Inc. Pittsburgh PA MA SAIF NASDAQ 10/08/93 17.500 21.69
FSBX Framingham Savings Bank Framingham MA NE BIF NASDAQ 12/18/87 4.000 55.53
FSFC First Southeast Financial Corp Anderson SC SE SAIF NASDAQ 07/10/92 18.750 76.89
FSFI First State Financial Services West Caldwell NJ MA SAIF NASDAQ 04/20/87 12.000 46.67
FSLA First Savings Bank, MHC Edison NJ MA SAIF NASDAQ 11/02/89 15.000 97.68
FSPG First Home Savings Bank, FSB Pennsville NJ MA SAIF NASDAQ 03/30/84 18.750 38.06
FTFC First Federal Capital Corp. La Crosse WI MW SAIF NASDAQ 05/29/59 21.750 136.98
GBCI Glacier Bancorp, Inc. Kalispell MT WE SAIF NASDAQ 11/30/90 23.750 72.54
GDW Golden West Financial Oakland CA WE SAIF NYSE 06/23/87 52.625 3,085.03
GFCO Glenway Financial Corp. Cincinnati OH MW SAIF NASDAQ 10/12/94 21.750 23.73
GFSB GFS Bancorp, Inc. Grinnell IA MW SAIF NASDAQ 01/06/94 20.000 10.29
GLBK Glendale Co-Operative Bank Everett MA NE BIF NASDAQ 01/10/94 17.125 4.23
GLN Glendale Federal Bank, FSB Glendale CA WE SAIF NYSE 10/01/83 17.500 771.49
GPT GreenPoint Financial Corp. Flushing NY MA BIF NYSE 01/28/94 28.875 1,514.69
GROV Grove Bank Chestnut Hill MA NE BIF NASDAQ 08/07/86 25.750 39.61
<CAPTION>
Price/ Current Current Current
LTM Price/ Price/ T.Price/ Dividend
Ticker Core EPS Book V. Book V. Assets Yield
(x) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C>
FFKY 16.03 155.10 166.67 22.10 2.685
FFLC 15.43 83.49 83.49 14.17 2.254
FFML 15.65 137.92 137.92 7.73 0.736
FFPB 14.14 101.37 104.02 8.40 1.860
FFPC 12.32 136.22 136.22 9.43 2.824
FFRV 9.81 112.48 112.57 9.60 1.208
FFSL 11.54 82.31 82.31 10.41 2.207
FFSW 15.29 163.15 179.37 7.91 2.000
FFSX 16.00 111.52 112.10 9.38 3.000
FFWC 10.96 89.78 89.78 10.13 2.462
FFWD 12.25 95.26 95.26 13.69 1.946
FFYF 16.34 112.96 112.96 20.73 2.623
FGHC 12.73 143.74 163.55 10.27 0.000
FIBC 19.49 94.44 94.98 10.68 2.264
FISB 14.45 156.54 158.83 14.01 2.240
FLAG 15.34 141.66 141.66 11.14 2.222
FLFC 13.26 131.90 158.64 9.32 2.391
FMCO 9.05 109.26 112.34 7.19 1.356
FMLY 11.93 123.22 134.65 9.56 2.313
FMSB 10.97 151.44 151.44 10.06 1.311
FNGB 18.46 99.34 99.34 12.64 3.780
FOBC 12.50 91.50 96.65 11.09 3.570
FSBC 13.15 78.09 78.09 3.75 0.000
FSBI 14.00 95.26 96.31 7.54 1.829
FSBX 9.52 155.64 155.64 11.62 2.500
FSFC 23.44 109.01 109.01 21.39 2.560
FSFI 12.63 108.50 114.61 7.81 1.833
FSLA 12.82 108.77 126.05 10.33 3.333
FSPG 9.57 126.43 130.30 8.40 2.560
FTFC 15.99 144.71 153.71 9.91 2.943
GBCI 12.31 189.24 189.55 18.22 2.695
GDW 12.07 132.26 140.60 8.81 0.722
GFCO 16.23 90.21 92.63 8.49 3.126
GFSB 13.07 105.71 105.71 12.72 1.500
GLBK 18.03 72.29 72.29 11.79 0.000
GLN 20.11 118.24 128.30 5.37 0.000
GPT 12.55 86.58 151.97 10.47 2.771
GROV 9.36 108.24 108.47 6.75 2.796
</TABLE>
Source: SNL & F&C calculations 3
<PAGE>
FERGUSON & CO., LLP EXHIBIT V - ALL PUBLICLY MARKET DATA AS
- -------------------
HELD THRIFTS OF APRIL 30, 1996
<TABLE>
<CAPTION>
Deposit Current
Ins. Stock
Agency Price
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GRTR Greater New York Savings Bank New York NY MA BIF NASDAQ 06/17/87 11.125
GSBC Great Southern Bancorp, Inc. Springfield MO MW SAIF NASDAQ 12/14/89 27.250
GSLC Guaranty Financial Corp. Charlottesville VA SE SAIF NASDAQ NA 7.750
GTFN Great Financial Corporation Louisville KY MW SAIF NASDAQ 03/31/94 27.375
GWF Great Western Financial Chatsworth CA WE SAIF NYSE NA 23.000
HALL Hallmark Capital Corp. West Allis WI MW SAIF NASDAQ 01/03/94 15.000
HARB Harbor Federal Savings Bk, MHC Fort Pierce FL SE SAIF NASDAQ 01/06/94 28.750
HARL Harleysville Savings Bank Harleysville PA MA SAIF NASDAQ 08/04/87 18.500
HARS Harris Savings Bank, MHC Harrisburg PA MA SAIF NASDAQ 01/25/94 16.750
HAVN Haven Bancorp, Inc. Woodhaven NY MA SAIF NASDAQ 09/23/93 24.000
HFFC HF Financial Corp. Sioux Falls SD MW SAIF NASDAQ 04/08/92 15.250
HHFC Harvest Home Financial Corp. Cheviot OH MW SAIF NASDAQ 10/10/94 12.250
HIFS Hingham Instit. for Savings Hingham MA NE BIF NASDAQ 12/20/88 14.500
HMCI HomeCorp, Inc. Rockford IL MW SAIF NASDAQ 06/22/90 17.750
HMNF HMN Financial, Inc. Spring Valley MN MW SAIF NASDAQ 06/30/94 15.250
HNFC Hinsdale Financial Corp. Hinsdale IL MW SAIF NASDAQ 07/07/92 21.000
HOFL Home Financial Corp. Hollywood FL SE SAIF NASDAQ 10/25/94 13.875
HOMF Home Federal Bancorp Seymour IN MW SAIF NASDAQ 01/23/88 25.000
HPBC Home Port Bancorp, Inc. Nantucket MA NE BIF NASDAQ 08/25/88 14.000
HRBF Harbor Federal Bancorp, Inc. Baltimore MD MA SAIF NASDAQ 08/12/94 13.125
HRZB Horizon Financial Corp. Bellingham WA WE BIF NASDAQ 08/01/86 12.500
HSBK Hibernia Savings Bank Quincy MA NE BIF NASDAQ 09/08/86 14.750
HVFD Haverfield Corporation Cleveland OH MW SAIF NASDAQ 03/19/85 18.000
HZFS Horizon Financial Svcs Corp. Oskaloosa IA MW SAIF NASDAQ 06/30/94 16.125
IBSF IBS Financial Corp Cherry Hill NJ MA SAIF NASDAQ 10/13/94 13.750
IFSB Independence Federal Savings Washington DC MA SAIF NASDAQ 06/06/85 7.750
IFSL Indiana Federal Corporation Valparaiso IN MW SAIF NASDAQ 02/04/87 17.625
INCB Indiana Community Bank, SB Lebanon IN MW SAIF NASDAQ 12/15/94 14.750
IPSW Ipswich Savings Bank Ipswich MA NE BIF NASDAQ 05/26/93 9.000
IROQ Iroquois Bancorp Auburn NY MA BIF NASDAQ 01/22/86 14.500
IWBK InterWest Bancorp, Inc. Oak Harbor WA WE SAIF NASDAQ NA 23.875
JSBA Jefferson Savings Bancorp Ballwin MO MW SAIF NASDAQ 04/08/93 30.000
JSBF JSB Financial, Inc. Lynbrook NY MA BIF NASDAQ 06/27/90 33.875
KNK Kankakee Bancorp, Inc. Kankakee IL MW SAIF AMSE 01/06/93 19.125
KSAV KS Bancorp, Inc. Kenly NC SE SAIF NASDAQ 12/30/93 17.250
KSBK KSB Bancorp, Inc. Kingfield ME NE BIF NASDAQ 06/24/93 20.750
LARK Landmark Bancshares, Inc. Dodge City KS MW SAIF NASDAQ 03/28/94 14.625
LARL Laurel Capital Group, Inc. Allison Park PA MA SAIF NASDAQ 02/20/87 16.000
<CAPTION>
Current Price/ Current Current Current
Market LTM Price/ Price/T. Price/ Dividend
Value Core EPS Book V. Book V. Assets Yield
Ticker $M) (X) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C> <C>
GRTR 147.84 16.36 103.87 103.87 5.74 0.000
GSBC 120.84 13.16 191.77 195.20 19.13 2.569
GSLC 7.12 13.14 112.65 112.65 7.38 0.000
GTFN 401.11 21.56 142.65 NA 16.19 1.753
GWF 3,155.71 13.22 124.86 142.59 7.21 4.348
HALL 21.64 16.13 82.15 82.15 6.90 0.000
HARB 141.60 13.37 171.33 171.33 15.18 4.174
HARL 23.82 10.82 123.25 123.25 8.69 2.162
HARS 187.77 19.94 123.98 132.73 14.95 3.463
HAVN 102.90 11.48 109.99 110.65 6.93 1.667
HFFC 46.98 16.22 91.76 92.03 8.32 2.164
HHFC 10.97 18.28 83.62 83.62 15.60 3.265
HIFS 18.81 10.07 104.47 104.47 10.49 2.207
HMCI 19.99 23.99 96.47 96.47 5.85 0.000
HMNF 79.00 14.52 86.94 86.94 14.58 0.000
HNFC 56.49 15.44 103.96 NA 8.28 0.000
HOFL 343.69 16.32 104.17 104.17 28.00 5.766
HOMF 55.59 8.83 113.90 118.65 9.33 2.000
HPBC 25.79 8.81 137.25 137.25 15.45 4.286
HRBF 24.39 21.52 83.12 83.12 15.81 3.048
HRZB 82.25 11.47 103.91 103.91 16.82 2.560
HSBK 22.95 10.24 99.06 99.06 6.52 1.898
HVFD 33.89 18.18 120.81 121.54 9.56 3.000
HZFS 7.22 16.62 85.77 85.77 10.40 1.984
IBSF 156.89 17.86 101.63 101.63 20.73 1.745
IFSB 9.90 14.35 57.97 67.45 3.75 2.839
IFSL 83.21 11.99 117.66 128.56 11.54 4.085
INCB 13.60 18.67 96.22 96.22 15.01 2.373
IPSW 10.56 7.50 124.65 124.65 7.88 2.222
IROQ 34.06 9.01 122.67 122.67 7.55 2.207
IWBK 153.61 12.63 163.19 168.02 11.22 2.010
JSBA 125.21 18.52 138.95 168.54 11.24 1.067
JSBF 350.04 16.05 104.62 104.62 23.03 3.542
KNK 27.53 18.21 77.37 83.37 7.58 2.092
KSAV 11.44 12.32 83.94 84.02 12.73 3.478
KSBK 7.76 7.55 88.87 96.56 6.09 0.964
LARK 30.03 18.99 86.90 86.90 15.12 2.735
LARL 24.12 10.13 119.58 119.58 12.52 2.000
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 4
<PAGE>
<TABLE>
<CAPTION>
Deposit Current
Ins. Stock
Agency Price
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LBCI Liberty Bancorp, Inc. Chicago IL MW SAIF NASDAQ 12/24/91 23.125
LBFI L & B Financial, Inc. Sulphur Springs TX SW BIF NASDAQ 10/11/94 15.000
LFED Leeds Federal Savings Bk, MHC Baltimore MD MA SAIF NASDAQ 05/02/94 14.375
LIFB Life Bancorp, Inc. Norfolk VA SE SAIF NASDAQ 10/11/94 14.250
LISB Long Island Bancorp, Inc. Melville NY MA SAIF NASDAQ 04/18/94 27.750
LOAN Horizon Bancorp Austin TX SW SAIF NASDAQ NA 11.250
LSBX Lawrence Savings Bank North Andover MA NE BIF NASDAQ 05/02/86 5.875
LVSB Lakeview Financial West Paterson NJ MA SAIF NASDAQ 12/22/93 19.625
MAFB MAF Bancorp, Inc. Clarendon Hills IL MW SAIF NASDAQ 01/12/90 26.250
MARN Marion Capital Holdings Marion IN MW SAIF NASDAQ 03/18/93 20.375
MASB MASSBANK Corp. Reading MA NE BIF NASDAQ 05/28/86 32.750
MBLF MBLA Financial Corp. Macon MO MW SAIF NASDAQ 06/24/93 23.750
MCBN Mid-Coast Bancorp, Inc. Waldoboro ME NE SAIF NASDAQ 11/02/89 19.375
MCBS Mid Continent Bancshares Inc. El Dorado KS MW SAIF NASDAQ 06/27/94 17.875
MDBK Medford Savings Bank Medford MA NE BIF NASDAQ 03/18/86 20.500
MERI Meritrust Federal SB Thibodaux LA SW SAIF NASDAQ NA 33.000
MFBC MFB Corp. Mishawaka IN MW SAIF NASDAQ 03/25/94 14.250
MFFC Milton Federal Financial Corp. West Milton OH MW SAIF NASDAQ 10/07/94 15.500
MFLR Mayflower Co-operative Bank Middleboro MA NE BIF NASDAQ 12/23/87 12.250
MFSL Maryland Federal Bancorp Hyattsville MD MA SAIF NASDAQ 06/02/87 30.375
MGNL Magna Bancorp, Inc. Hattiesburg MS SE SAIF NASDAQ 03/13/91 36.250
MIFC Mid-Iowa Financial Corp. Newton IA MW SAIF NASDAQ 10/14/92 6.750
MLFB MLF Bancorp, Inc. Villanova PA MA SAIF NASDAQ 08/11/94 24.125
MORG Morgan Financial Corp. Fort Morgan CO SW SAIF NASDAQ 01/11/93 11.000
MSBB MSB Bancorp, Inc. Goshen NY MA BIF NASDAQ 09/03/92 17.250
MSEA Metropolitan Bancorp Seattle WA WE SAIF NASDAQ 01/09/90 14.500
MWBI Midwest Bancshares, Inc. Burlington IA MW SAIF NASDAQ 11/12/92 26.750
MWFD Midwest Federal Financial Baraboo WI MW SAIF NASDAQ 07/08/92 28.500
NASB North American Savings Bank Grandview MO MW SAIF NASDAQ 09/27/85 30.060
NFSL Newnan Savings Bank, FSB Newnan GA SE SAIF NASDAQ 03/01/86 18.000
NHTB New Hampshire Thrift Bncshrs New London NH NE SAIF NASDAQ 05/22/86 10.060
NMSB NewMil Bancorp, Inc. New Milford CT NE BIF NASDAQ 02/01/86 6.875
NSBK North Side Savings Bank Floral Park NY MA BIF NASDAQ 04/15/86 34.250
NSSB Norwich Financial Corp. Norwich CT NE BIF NASDAQ 11/14/86 12.875
NSSY Norwalk Savings Society Norwalk CT NE BIF NASDAQ 06/16/94 21.310
NTMG Nutmeg Federal S&LA Danbury CT NE SAIF NASDAQ NA 7.250
NWEQ Northwest Equity Corp. Amery WI MW SAIF NASDAQ 10/11/94 10.000
NWSB Northwest Savings Bank, MHC Warren PA MA SAIF NASDAQ 11/07/94 24.250
<CAPTION>
Current Price/ Current Current Current
Market LTM Price/ Price/T. Price/ Dividend
Value Core EPS Book V. Book V. Assets Yield
Ticker ($M) (X) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C> <C>
LBCI 57.51 17.79 90.12 90.37 8.58 2.595
LBFI 25.01 17.65 97.21 97.21 17.42 2.667
LFED 49.57 17.97 115.09 115.09 19.02 4.452
LIFB 148.24 15.00 96.68 NA 12.31 3.088
LISB 689.83 16.13 133.48 133.48 14.27 1.441
LOAN 15.60 12.64 149.40 154.75 12.30 1.422
LSBX 24.94 7.44 102.00 102.00 7.71 0.000
LVSB 47.12 15.96 96.20 123.51 10.69 1.274
MAFB 137.67 9.15 125.54 125.54 6.95 1.219
MARN 38.97 17.41 94.86 94.86 22.76 3.534
MASB 89.52 10.63 102.60 102.60 10.42 2.687
MBLF 33.27 24.74 117.40 117.40 16.87 1.684
MCBN 4.43 12.66 91.26 91.26 8.00 2.581
MCBS 37.02 14.53 97.62 97.78 13.76 2.238
MDBK 92.86 10.20 106.55 117.48 9.47 3.317
MERI 25.55 12.18 151.24 151.24 11.25 1.818
MFBC 29.61 22.27 76.33 76.33 14.74 0.000
MFFC 35.67 22.14 103.96 103.96 20.77 3.097
MFLR 10.70 14.41 97.92 100.16 9.66 3.265
MFSL 95.67 15.42 101.79 103.53 8.37 2.107
MGNL 252.27 12.95 200.06 212.98 19.54 1.655
MIFC 11.68 12.74 108.35 108.52 9.78 1.185
MLFB 150.71 13.71 99.48 101.79 8.89 2.653
MORG 9.10 15.28 86.34 86.34 12.86 2.182
MSBB 48.87 11.66 63.82 64.95 6.18 3.478
MSEA 53.80 9.67 105.76 116.94 6.91 0.000
MWBI 9.55 11.33 100.64 100.64 6.98 1.944
MWFD 23.27 17.38 140.67 147.67 13.13 1.053
NASB 68.95 9.00 144.73 151.06 10.50 2.080
NFSL 26.04 9.78 139.97 140.85 16.21 2.222
NHTB 17.00 13.24 86.95 86.95 6.58 4.970
NMSB 28.73 5.13 88.48 88.48 9.86 2.909
NSBK 164.91 11.08 134.84 NA 10.43 2.920
NSSB 72.15 12.88 94.81 100.04 10.67 3.107
NSSY 50.39 13.84 115.56 115.56 9.78 0.000
NTMG 5.13 19.08 105.07 105.07 6.05 0.000
NWEQ 9.81 11.63 77.16 77.16 11.82 3.600
NWSB 283.43 16.06 148.05 149.88 16.04 2.474
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 5
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
Exhibit VI - Selected Publicly Held Thrifts
<TABLE>
<CAPTION>
Deposit
Ins.
Agency
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date
<S> <C> <C> <C> <C> <C> <C> <C>
NYB New York Bancorp Inc. Douglaston NY MA SAIF NYSE 01/28/88
OFCP Ottawa Financial Corp. Holland MI MW SAIF NASDAQ 08/19/94
OHSL OHSL Financial Corp. Cincinnati OH MW SAIF NASDAQ 02/10/93
PALM Palfed, Inc. Aiken SC SE SAIF NASDAQ 12/15/85
PBCI Pamrapo Bancorp, Inc. Bayonne NJ MA SAIF NASDAQ 11/14/89
PBCT People's Bank, MHC Bridgeport CT NE BIF NASDAQ 07/06/88
PBKB People's Bancshares, Inc. South Easton MA NE BIF NASDAQ 10/23/86
PBNB People's Savings Financial Cp. New Britain CT NE BIF NASDAQ 08/20/86
PCCI Pacific Crest Capital Agoura Hills CA WE BIF NASDAQ NA
PFDC Peoples Bancorp Auburn IN MW SAIF NASDAQ 07/07/87
PFNC Progress Financial Corporation Plymouth Meeting PA MA SAIF NASDAQ 07/18/83
PFSB PennFed Financial Services,Inc West Orange NJ MA SAIF NASDAQ 07/15/94
PFSL Pocahontas FS&LA, MHC Pocahontas AR SE SAIF NASDAQ 04/05/94
PHBK Peoples Heritage Finl Group Portland ME NE BIF NASDAQ 12/04/86
PKPS Poughkeepsie Savings Bank, FSB Poughkeepsie NY MA SAIF NASDAQ 11/19/85
PLE Pinnacle Bank Jasper AL SE SAIF AMSE 12/17/86
PMFI Perpetual Midwest Financial Cedar Rapids IA MW SAIF NASDAQ 03/31/94
POBS Portsmouth Bank Shares Portsmouth NH NE BIF NASDAQ 02/09/88
PSAB Prime Bancorp, Inc. Philadelphia PA MA SAIF NASDAQ 11/21/88
PSBK Progressive Bank, Inc. Fishkill NY MA BIF NASDAQ 08/01/84
PSSB Palm Springs Savings Bank Palm Springs CA WE SAIF NASDAQ NA
PTRS Potters Financial Corp. East Liverpool OH MW SAIF NASDAQ 12/31/93
PULS Pulse Bancorp South River NJ MA SAIF NASDAQ 09/18/86
PVFC PVF Capital Corp. Bedford Heights OH MW SAIF NASDAQ 12/30/92
PVSA Parkvale Financial Corporation Monroeville PA MA SAIF NASDAQ 07/16/87
PWBC PennFirst Bancorp, Inc. Ellwood City PA MA SAIF NASDAQ 06/13/90
QCBC Quaker City Bancorp, Inc. Whittier CA WE SAIF NASDAQ 12/30/93
QCSB Queens County Bancorp, Inc. Flushing NY MA BIF NASDAQ 11/23/93
RARB Raritan Bancorp Inc. Raritan NJ MA BIF NASDAQ 03/01/87
RCSB RCSB Financial Inc. Rochester NY MA BIF NASDAQ 04/29/86
RELY Reliance Bancorp, Inc. Garden City NY MA SAIF NASDAQ 03/31/94
RFED Roosevelt Financial Group Chesterfield MO MW SAIF NASDAQ 01/23/87
ROSE TR Financial Corp. Garden City NY MA BIF NASDAQ 06/29/93
RVSB Riverview Savings Bank, MHC Camas WA WE SAIF NASDAQ 10/26/93
SBCN Suburban Bancorporation, Inc. Cincinnati OH MW SAIF NASDAQ 09/30/93
SCCB S. Carolina Community Bancshrs Winnsboro SC SE SAIF NASDAQ 07/07/94
SECP Security Capital Corporation Milwaukee WI MW SAIF NASDAQ 01/03/94
SFB Standard Federal Bancorp Troy MI MW SAIF NYSE 01/21/87
<CAPTION>
Current Current Price/ Current Current Current
Stock Market LTM Price/ Price/T. Price/ Dividend
Price Value Core EPS Book V. Book V. Assets Yield
Ticker ($) ($M) (x) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C> <C> <C>
NYB 24.500 287.25 10.21 180.41 180.41 10.43 3.265
OFCP 16.250 88.64 23.21 112.69 112.77 24.21 1.969
OHSL 22.000 26.94 15.49 105.57 105.57 13.11 3.455
PALM 12.810 65.35 17.55 126.96 133.86 10.12 0.625
PBCI 19.250 65.32 11.67 110.00 111.01 17.59 4.675
PBCT 21.250 832.27 13.89 150.50 150.50 12.03 3.765
PBKB 9.250 31.24 12.67 109.21 118.29 6.63 2.162
PBNB 20.500 39.26 11.39 89.36 96.56 9.66 4.293
PCCI 7.875 23.31 8.47 102.67 102.67 8.12 0.000
PFDC 19.750 46.53 11.69 108.58 108.58 16.57 2.835
PFNC 6.940 25.89 10.06 134.76 135.81 7.44 0.000
PFSB 15.250 77.43 11.73 79.97 101.26 8.72 0.000
PFSL 15.000 24.15 12.10 109.97 109.97 6.54 5.067
PHBK 20.875 355.46 9.85 128.54 149.32 10.77 3.257
PKPS 5.000 62.67 3.16 87.87 87.87 7.47 2.000
PLE 16.375 14.57 10.70 97.24 100.96 7.50 4.397
PMFI 17.000 34.29 22.97 95.18 95.18 9.17 1.765
POBS 13.500 77.45 14.84 114.31 114.31 28.97 4.359
PSAB 17.750 66.09 12.50 114.96 NA 10.85 3.831
PSBK 27.440 72.18 9.87 103.74 103.74 9.19 2.915
PSSB 8.500 9.61 15.18 83.66 83.66 4.91 1.412
PTRS 16.500 8.79 10.71 78.57 78.57 7.70 1.455
PULS 15.000 58.30 11.19 108.38 108.38 12.88 4.667
PVFC 20.000 30.98 11.24 151.06 151.06 9.91 0.000
PVSA 27.500 88.90 10.62 131.01 131.64 9.73 1.891
PWBC 12.750 49.60 13.71 92.59 101.51 7.71 2.824
QCBC 14.440 56.71 18.05 82.85 83.32 8.18 0.000
QCSB 43.750 267.31 12.39 125.00 125.00 21.22 2.286
RARB 20.750 29.60 12.89 117.50 120.57 8.73 2.892
RCSB 23.500 317.58 11.19 115.08 119.05 7.72 2.043
RELY 15.125 139.54 13.50 90.30 133.85 8.00 3.041
RFED 19.250 810.77 10.88 177.75 NA 8.88 3.221
ROSE 26.500 237.12 12.99 116.53 116.53 7.90 2.415
RVSB 17.000 36.64 16.19 162.21 184.58 17.89 1.176
SBCN 15.500 22.95 20.13 88.67 88.67 11.64 3.871
SCCB 16.500 12.87 18.33 98.80 98.80 29.30 3.636
SECP 58.250 555.45 19.29 104.13 104.13 16.61 1.030
SFB 39.625 1,239.85 11.52 132.00 154.66 9.18 1.918
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 6
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT VI - SELECTED PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Deposit
Ins.
Agency
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date
<S> <C> <C> <C> <C> <C> <C> <C>
SFBM Security Bancorp Billings MT WE SAIF NASDAQ 11/20/86
SFFC StateFed Financial Corporation Des Moines IA MW SAIF NASDAQ 01/05/94
SFSB SuburbFed Financial Corp. Flossmoor IL MW SAIF NASDAQ 03/04/92
SFSL Security First Corp. Mayfield Heights OH MW SAIF NASDAQ 01/22/88
SHEN First Shenango Bancorp, Inc. New Castle PA MA SAIF NASDAQ 04/06/93
SISB SIS Bank Springfield MA NE BIF NASDAQ 02/08/95
SMBC Southern Missouri Bancorp, Inc Poplar Bluff MO MW SAIF NASDAQ 04/13/94
SMFC Sho-Me Financial Corp. Mt. Vernon MO MW SAIF NASDAQ 07/01/94
SOPN First Savings Bancorp, Inc. Southern Pines NC SE SAIF NASDAQ 01/06/94
SOSA Somerset Savings Bank Somerville MA NE BIF NASDAQ 07/09/86
SPBC St. Paul Bancorp, Inc. Chicago IL MW SAIF NASDAQ 05/18/87
SSBK Strongsville Savings Bank Strongsville OH MW SAIF NASDAQ NA
STFR St. Francis Capital Corp. Milwaukee WI MW SAIF NASDAQ 06/21/93
STND Standard Financial, Inc. Chicago IL MW SAIF NASDAQ 08/01/94
STSA Sterling Financial Corp. Spokane WA WE SAIF NASDAQ NA
SVRN Sovereign Bancorp, Inc. Wyomissing PA MA SAIF NASDAQ 08/12/86
SWBI Southwest Bancshares Hometown IL MW SAIF NASDAQ 06/24/92
SWCB Sandwich Co-operative Bank Sandwich MA NE BIF NASDAQ 07/25/86
TCB TCF Financial Corp. Minneapolis MN MW SAIF NYSE 06/17/86
THBC Troy Hill Bancorp, Inc. Pittsburgh PA MA SAIF NASDAQ 06/27/94
THRD TF Financial Corporation Newtown PA MA SAIF NASDAQ 07/13/94
TRIC Tri-County Bancorp, Inc. Torrington WY WE SAIF NASDAQ 09/30/93
TWIN Twin City Bancorp Bristol TN SE SAIF NASDAQ 01/04/95
UBMT United Savings Bank, F.A. Great Falls MT WE SAIF NASDAQ 09/23/86
UFRM United Federal Savings Bank Rocky Mount NC SE SAIF NASDAQ 07/01/80
VFFC Virginia First Financial Petersburg VA SE SAIF NASDAQ 01/01/78
WAMU Washington Mutual Inc. Seattle WA WE BIF NASDAQ 03/11/83
WAYN Wayne Savings & Loan Co. MHC Wooster OH MW SAIF NASDAQ 06/25/93
WBST Webster Financial Corporation Waterbury CT NE SAIF NASDAQ 12/12/86
WCBI Westco Bancorp Westchester IL MW SAIF NASDAQ 06/26/92
WFCO Winton Financial Corp. Cincinnati OH MW SAIF NASDAQ 08/04/88
WFSL Washington Federal, Inc. Seattle WA WE SAIF NASDAQ 11/17/82
WLDN Walden Bancorp, Inc. Acton MA NE BIF NASDAQ 12/04/85
WRNB Warren Bancorp Peabody MA NE BIF NASDAQ 07/09/86
WSB Washington Savings Bank, FSB Waldorf MD MA SAIF AMSE NA
WSFS WSFS Financial Corporation Wilmington DE MA BIF NASDAQ 11/26/86
WSTR WesterFed Financial Corp. Missoula MT WE SAIF NASDAQ 01/10/94
WVFC WVS Financial Corporation Pittsburgh PA MA SAIF NASDAQ 11/29/93
<CAPTION>
Current Current Price/ Current Current Current
Stock Market LTM Price/ Price/T. Price/ Dividend
Price Value Core EPS Book V. Book V. Assets Yield
Ticker ($) ($M) (x) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C> <C> <C>
SFBM 21.000 30.71 15.91 96.77 112.72 8.52 3.000
SFFC 16.750 13.79 16.11 92.44 92.44 18.59 2.388
SFSB 16.500 20.80 14.60 80.37 80.88 5.74 1.939
SFSL 11.750 40.88 8.16 101.03 103.98 8.92 3.404
SHEN 20.500 47.31 14.96 100.49 100.49 13.30 1.951
SISB 16.875 96.49 6.70 106.87 106.87 8.50 0.000
SMBC 14.500 24.99 22.66 94.09 94.09 15.67 3.448
SMFC 15.750 25.94 15.14 82.12 82.12 9.83 0.000
SOPN 19.125 71.60 19.72 106.61 106.61 27.94 3.137
SOSA 1.500 24.98 15.00 89.82 89.82 4.90 0.000
SPBC 24.375 452.15 13.54 118.10 118.50 10.91 1.641
SSBK 21.750 55.04 13.51 131.82 NA 10.91 2.207
STFR 26.250 156.60 15.00 113.15 118.46 13.20 1.524
STND 14.875 249.38 15.99 92.68 92.74 11.40 2.151
STSA 13.750 74.60 15.63 121.68 151.77 4.98 0.000
SVRN 11.125 532.20 11.59 146.77 226.58 6.33 0.755
SWBI 27.000 50.52 14.14 120.43 120.43 14.45 4.000
SWCB 19.500 36.08 11.27 100.36 108.09 8.46 5.128
TCB 35.375 1,267.66 13.55 234.27 244.98 18.01 2.120
THBC 14.000 14.95 14.29 83.68 83.68 18.58 2.857
THRD 14.125 63.89 15.52 79.35 79.35 12.31 2.265
TRIC 17.500 11.21 17.68 83.10 83.10 17.05 2.857
TWIN 16.000 14.37 14.55 101.98 101.98 14.03 4.000
UBMT 18.250 22.33 12.94 90.44 90.44 19.51 4.712
UFRM 7.875 24.14 10.79 116.49 116.49 9.78 2.540
VFFC 11.625 65.28 9.85 118.50 122.89 9.14 0.860
WAMU 27.750 1,998.20 10.13 140.29 157.76 8.94 3.171
WAYN 22.000 31.31 23.91 138.89 138.89 12.71 4.000
WBST 27.750 224.88 11.28 114.34 150.41 5.90 2.306
WCBI 28.875 51.55 13.95 106.55 106.55 16.67 2.355
WFCO 13.500 26.81 13.64 129.56 133.14 10.22 3.111
WFSL 21.000 894.44 11.80 149.57 157.30 18.15 4.190
WLDN 19.000 100.93 9.60 105.67 123.46 9.90 3.368
WRNB 11.375 42.29 8.01 133.20 133.20 11.92 3.516
WSB 5.000 21.10 12.50 99.40 99.40 8.03 2.000
WSFS 7.625 108.11 6.87 146.35 NA 8.58 0.000
WSTR 14.500 63.74 16.29 81.60 81.60 10.84 2.345
WVFC 21.250 36.90 12.72 102.61 102.61 16.02 1.882
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 7
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
EXHIBIT VI- SELECTED PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Deposit Current Current Price/ Current
Ins. Stock Market LTM Price/
Agency Price Value Core EPS Book V.
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M) (x) (%)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
YFED York Financial Corp. York PA MA SAIF NASDAQ 02/01/84 17.250 103.79 13.58 115.08
Maximum 58.250 3,155.71 24.74 234.27
Minimum 1.500 4.23 3.16 57.87
Average 19.131 156.49 13.92 113.78
Median 17.625 49.57 13.44 108.77
<CAPTION>
Current Current
Price/T. Price/ Dividend
Book V. Assets Yield
(%) (%) (%)
Ticker
<S> <C> <C> <C>
YFED 115.08 9.84 3.478
Maximum 244.98 29.30 7.14
Minimum 60.85 3.22 -
Average 117.49 11.34 2.20
Median 112.15 10.26 2.22
</TABLE>
SOURCE: SNL & F&C CALCULATION 8
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT VI - SELECTED PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets AssetsT. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AADV 973,305 9.95 8.69 2.11 0.89 9.50 N 0.50 17.35 0.49 0.94 9.70
ABCW 1,707,062 7.16 7.00 2.60 0.89 12.07 N 0.70 13.19 0.63 0.84 11.62
AFFFZ 2,416,953 6.46 6.30 2.62 0.73 11.46 N 0.58 8.93 0.77 0.87 13.32
ALBK 3,333,105 9.63 8.59 2.02 0.98 9.31 N NA 12.62 0.53 0.92 9.56
AMFB 1,345,884 8.16 7.56 1.59 1.41 17.81 N 0.71 10.64 0.37 1.33 16.19
ANDB 1,110,847 7.67 7.67 2.32 0.87 11.51 N 1.92 9.81 0.57 0.92 12.06
ASBI 383,072 11.64 11.62 0.92 0.93 7.20 N 0.47 13.00 0.25 0.97 7.85
ASFC 6,708,166 8.55 7.07 4.08 0.75 8.47 N NA 13.31 1.00 0.88 10.12
BANC 1,750,689 6.89 6.27 1.28 1.07 15.11 N 1.28 17.12 0.23 0.93 9.27
BFSB 117,596 16.10 16.10 1.25 1.26 7.56 N 0.00 12.41 0.35 1.37 8.45
BFSI 566,452 8.14 8.14 5.61 1.84 24.94 N 1.48 5.70 1.70 2.12 26.73
BKC 476,152 9.36 8.91 1.13 0.97 10.71 N 3.33 NM 0.02 1.20 13.08
BKCO 1,901,915 9.83 9.63 1.59 1.11 11.23 N 1.63 10.63 0.40 0.90 9.20
BKCT 383,978 11.25 11.25 1.87 1.17 10.67 N 1.86 12.07 0.44 0.94 8.45
BRFC 56,166 28.15 28.15 0.62 1.31 4.32 N 0.00 23.33 0.15 1.25 4.24
BSBC 174,403 8.70 8.70 0.21 0.77 9.18 N 2.31 12.50 0.06 0.90 10.26
BTHL 216,199 8.69 7.53 0.77 0.74 9.06 N 2.01 13.59 0.23 0.84 9.87
CAFI 346,468 7.99 7.99 1.48 1.08 13.96 N 0.31 12.67 0.36 1.10 13.92
CAL 14,280,100 6.38 6.38 1.54 0.76 13.79 N 1.61 9.71 0.46 0.83 14.65
CAPS 192,464 10.80 10.80 1.82 0.99 9.23 N 0.09 10.11 0.47 0.99 9.23
CARV 363,225 9.63 9.20 0.43 0.20 2.06 N 0.86 31.25 0.07 0.15 1.60
CASH 314,812 12.31 11.59 1.59 1.29 9.64 N 0.28 13.84 0.42 1.12 8.10
CBCI 502,419 16.99 16.99 2.10 1.21 7.24 N 1.23 12.17 0.57 1.27 7.48
CBCO 204,825 9.16 9.16 1.94 1.41 13.87 N NA 10.69 0.38 0.96 10.46
CBNH 516,837 7.23 NA 1.43 0.80 11.04 N 0.44 12.15 0.36 1.00 13.55
CBSA 2,806,740 3.31 2.71 1.90 0.37 10.64 N 0.67 8.15 0.56 0.40 12.10
CEBK 318,191 9.95 8.80 0.92 0.60 6.40 N 2.31 14.01 0.29 0.75 7.68
CENF 2,151,421 4.86 4.85 1.41 0.36 7.46 N 0.98 12.78 0.45 0.43 9.12
CFB 6,617,488 6.05 5.47 3.73 0.84 15.33 N 1.02 8.80 1.09 1.00 16.84
CFCP 428,352 6.11 6.11 1.29 0.95 15.65 N 0.19 16.94 0.31 1.02 16.60
CFCX 3,669,518 6.10 5.72 1.12 0.69 11.34 N 2.61 23.96 0.18 0.61 9.87
CFFC 157,766 13.68 13.68 1.64 1.34 10.20 N 0.27 12.50 0.42 1.37 10.20
CFSB 771,672 8.30 8.30 1.44 0.94 11.56 N 0.09 14.06 0.36 0.90 10.79
CFX 900,549 9.99 8.99 0.88 0.91 8.90 N 1.00 14.81 0.23 0.98 9.62
CIBI 85,785 13.84 13.84 1.19 1.01 7.00 N 0.73 13.15 0.29 0.93 6.57
CJFC 466,208 11.78 11.04 1.84 1.11 10.78 N 1.91 15.08 0.46 1.15 9.86
CMSB 1,455,700 9.41 8.33 1.26 0.85 8.95 N 0.51 23.10 0.23 0.73 8.04
CMSV 587,064 12.71 12.71 0.83 0.82 6.32 N 0.73 17.86 0.21 0.73 5.71
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 9
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT VI - SELECTED PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CNIT 639,812 7.30 7.05 1.78 0.41 5.56 N 0.43 26.23 0.33 0.20 2.80
CNSK 303,656 8.35 8.35 0.80 0.72 11.75 N 1.59 16.56 0.20 0.79 11.29
COFD 5,058,597 7.05 6.58 2.55 1.05 15.87 N 0.57 9.00 0.67 1.06 15.34
COFI 13,173,988 6.90 NA 2.98 0.28 4.31 N NA 10.50 0.83 1.19 17.18
CSA 8,239,880 5.16 5.08 1.77 0.46 9.62 N 1.62 15.56 0.50 0.46 9.02
CTBK 214,975 7.08 7.08 1.28 0.56 8.07 N 1.01 9.72 0.36 0.76 10.52
CTZN 2,477,970 7.02 6.11 1.84 0.44 6.21 N 0.84 12.78 0.68 0.68 9.41
CVAL 270,695 9.20 9.20 1.46 0.89 9.98 N 1.08 12.33 0.37 0.90 9.77
DIBK 658,373 7.85 7.46 1.42 0.95 12.82 N 1.38 5.29 0.65 1.66 21.55
DME 19,413,115 5.08 NA 0.83 0.33 6.92 N NA 11.57 0.27 0.54 10.93
DNFC 1,231,927 5.63 5.55 1.50 1.06 19.79 N 0.59 7.24 0.44 1.16 20.81
DSBC 1,247,739 6.55 6.34 2.27 0.66 10.25 N 1.77 11.91 0.64 0.70 10.36
DSL 4,652,584 8.33 8.19 1.50 0.61 7.57 N NA 12.57 0.43 0.91 10.95
EBCP 824,899 7.70 7.28 1.64 0.61 8.21 N 1.81 14.63 0.41 0.73 9.56
EBSI 558,315 6.65 6.65 1.48 0.97 13.77 N 0.49 8.38 0.44 1.06 15.74
EFBI 207,680 15.58 15.55 0.69 1.12 5.38 N 0.01 32.39 0.11 1.23 7.06
EGFC 1,290,670 7.42 6.73 2.24 0.92 12.33 N 1.27 10.91 0.53 0.95 12.56
EQSB 255,127 5.18 5.18 4.24 1.13 21.89 N 0.85 9.22 0.61 0.63 12.02
ETFS 114,961 19.63 19.63 0.85 0.89 4.58 N 0.45 23.16 0.17 0.74 3.81
FBCI 433,027 12.05 12.01 0.88 0.77 5.56 N NA 15.02 0.26 0.77 5.87
FBHC 241,761 7.27 7.27 1.75 0.74 10.08 N 1.37 10.76 0.43 0.80 10.82
FBSI 140,022 17.21 17.18 0.84 0.80 4.32 N 0.03 19.64 0.21 0.76 4.37
FCBF 250,658 19.58 19.58 0.93 0.99 5.01 N 0.09 16.95 0.26 1.11 5.68
FCIT 607,429 6.36 6.36 1.28 0.71 11.37 N 3.39 13.34 0.37 0.78 12.29
FED 4,165,825 4.69 4.61 0.66 0.18 3.94 N 2.56 13.00 0.31 0.32 6.88
FESX 808,792 7.44 7.44 1.07 0.91 12.83 N 0.76 12.36 0.22 0.84 11.46
FFBI 74,874 10.51 10.51 1.12 0.88 8.05 N 0.44 19.69 0.20 0.65 5.93
FFBS 123,553 19.56 19.56 1.07 1.32 6.50 N 0.43 17.41 0.28 1.43 7.13
FFBZ 173,191 7.81 7.80 2.18 1.10 14.88 N 0.56 10.11 0.55 1.10 14.19
FFCH 1,416,608 6.68 6.66 1.55 0.72 10.75 N 1.47 11.51 0.44 0.72 10.77
FFEC 621,590 15.34 14.79 0.80 1.10 6.17 N 0.12 16.67 0.21 0.89 5.69
FFED 277,526 5.13 5.13 1.39 1.45 28.84 N 0.09 11.67 0.30 1.30 26.35
FFES 933,433 6.20 6.18 1.92 0.60 8.81 N 0.72 9.94 0.44 0.52 7.77
FFFC 497,290 17.71 17.42 2.19 1.35 7.44 N 0.52 12.81 0.61 1.32 7.43
FFFG 301,485 6.23 6.23 0.17 0.64 9.17 N 3.62 13.13 0.05 0.69 10.59
FFFL 779,620 10.42 10.30 0.73 0.65 6.22 N NA 18.75 0.18 0.62 6.03
FFHC 5,419,203 7.34 6.99 2.24 1.29 19.10 N 0.52 10.49 0.56 1.28 17.71
FFHS 216,124 9.50 9.50 1.04 0.63 6.61 N 0.43 14.97 0.24 0.57 5.95
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 10
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT VI - SELECTED PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFKY 341,604 14.25 13.39 2.23 1.70 11.45 N 0.06 15.41 0.58 1.63 11.40
FFLC 330,514 16.97 16.97 1.15 0.94 5.43 N 0.08 14.31 0.31 0.99 5.82
FFML 153,250 5.61 5.61 1.39 0.82 16.16 N 0.57 12.95 0.42 1.29 23.78
FFPB 1,378,589 8.29 8.10 1.52 0.64 7.44 N 0.74 12.22 0.44 0.81 9.46
FFPC 304,040 6.93 6.93 0.69 0.86 12.90 N 0.82 10.12 0.21 0.99 14.47
FFRV 314,413 8.54 8.53 1.35 1.00 11.99 N 0.72 10.69 0.31 0.92 10.76
FFSL 101,628 12.64 12.64 1.57 1.13 8.56 N 0.71 10.79 0.42 0.97 7.69
FFSW 993,459 7.73 7.28 1.57 1.06 NA N 0.15 12.50 0.48 1.07 NA
FFSX 436,519 8.41 8.38 1.50 0.63 7.79 N NA 14.29 0.42 0.69 8.31
FFWC 146,028 11.28 11.28 1.78 0.87 7.67 N 0.08 9.95 0.49 1.18 10.51
FFWD 140,383 14.37 14.37 1.51 1.18 8.22 N 0.04 12.17 0.38 1.16 8.12
FFYF 573,162 18.35 18.35 1.40 1.21 6.50 N 0.88 15.46 0.37 1.10 6.03
FGHC 135,582 8.30 7.36 0.55 0.89 11.09 N 1.42 14.58 0.12 0.79 9.24
FIBC 243,450 11.31 11.25 0.68 0.61 4.70 N 2.78 12.74 0.26 0.84 7.08
FISB 1,476,879 8.95 8.84 1.73 1.18 13.88 N 1.70 14.88 0.42 1.21 13.72
FLAG 232,105 8.92 8.92 0.88 0.87 9.78 N 1.86 19.85 0.17 0.76 8.11
FLFC 927,108 7.88 6.77 1.64 1.02 14.49 N 1.80 12.36 0.44 1.03 14.03
FMCO 505,700 6.58 6.41 1.63 0.84 13.06 N NA 9.46 0.39 0.80 12.08
FMLY 887,387 7.76 7.14 1.74 0.96 12.56 N 1.19 11.04 0.47 0.95 12.22
FMSB 370,986 6.64 6.64 1.39 1.03 15.31 N NA 11.21 0.34 1.02 15.45
FNGB 572,193 12.73 12.73 0.86 0.84 6.53 N 0.13 18.04 0.22 0.77 5.99
FOBC 339,562 12.12 11.55 1.21 1.00 7.74 N 0.14 12.60 0.30 0.96 7.69
FSBC 116,966 4.80 4.80 0.48 0.34 7.76 N 1.44 157.75 0.01 0.15 3.07
FSBI 287,465 7.91 7.83 1.25 0.57 7.31 N 0.52 12.87 0.34 0.58 7.36
FSBX 477,665 7.48 7.48 0.42 1.26 17.00 N 1.92 9.09 0.11 1.24 16.42
FSFC 359,481 19.62 19.62 0.80 0.90 4.59 N NA 22.32 0.21 0.92 4.66
FSFI 597,269 7.20 6.84 0.95 0.74 11.15 N 3.88 15.00 0.20 0.98 14.23
FSLA 945,012 9.49 8.30 1.17 0.91 10.02 N 1.02 12.93 0.29 0.92 9.72
FSPG 453,039 6.64 6.46 1.96 1.11 17.52 N 0.75 9.01 0.52 1.00 15.20
FTFC 1,382,069 6.85 6.48 1.36 0.92 13.46 N NA 17.54 0.31 0.89 12.58
GBCI 398,220 9.63 9.61 1.93 1.59 16.25 N 0.03 12.12 0.49 1.52 15.66
GDW 5,013,718 6.66 6.29 4.36 0.75 11.76 N 1.37 10.70 1.23 0.86 13.09
GFCO 278,609 9.41 9.18 1.34 0.56 5.86 N 0.44 16.99 0.32 0.50 5.23
GFSB 80,913 12.04 12.04 1.53 1.08 8.47 N NA 10.87 0.46 1.19 9.91
GLBK 35,903 16.31 16.31 0.95 0.78 4.98 N 0.00 30.58 0.14 0.87 5.47
GLN 4,367,978 6.55 6.16 0.87 0.23 2.51 N 2.08 23.03 0.19 0.56 8.87
GPT 4,469,048 10.58 6.31 2.30 0.96 6.86 N 2.94 12.03 0.60 0.75 7.10
GROV 586,433 6.24 6.23 2.75 0.81 13.29 N 0.75 8.58 0.75 0.89 14.19
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 11
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT VI-SELECTED PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM /(Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GRTR 2,575,726 7.69 7.69 0.68 0.75 8.37 N NA 16.36 0.17 0.65 6.62
GSBC 658,834 9.97 9.82 2.07 1.64 16.20 N 2.34 12.85 0.53 1.54 15.28
GSLC 96,577 6.55 6.55 0.59 0.57 9.97 N NA 19.38 0.10 0.60 9.09
GTFN 2,477,204 11.35 NA 1.27 1.00 8.18 N 0.44 20.13 0.34 1.06 9.02
GWF 43,762,730 6.45 5.77 1.74 0.65 11.05 N 1.81 12.50 0.46 0.65 10.29
HALL 313,681 8.40 8.40 0.93 0.56 5.74 N 0.00 14.42 0.26 0.55 6.46
HARB 932,858 8.86 8.86 2.15 1.19 13.70 N 0.54 13.07 0.55 1.19 13.47
HARL 273,997 7.05 7.05 1.71 0.82 11.94 N 0.00 10.76 0.43 0.78 11.03
HARS 1,255,864 12.06 11.36 0.84 0.81 6.34 N 0.72 24.63 0.17 0.60 4.99
HAVN 1,485,076 6.30 6.26 2.09 0.68 10.21 N NA 9.68 0.62 0.77 11.90
HFFC 558,819 9.07 9.04 0.94 0.65 7.27 N 0.67 11.91 0.32 0.85 9.53
HHFC 70,314 18.65 18.65 0.67 0.88 4.75 N 0.18 20.42 0.15 0.73 3.97
HIFS 179,389 10.04 10.04 1.44 1.12 10.71 N 0.34 10.98 0.33 0.98 9.52
HMCI 341,742 6.07 6.07 0.74 0.37 6.28 N NA 36.98 0.12 0.42 6.92
HMNF 542,012 16.77 16.77 1.05 1.10 6.27 N 0.14 14.66 0.26 1.18 6.88
HNFC 682,029 7.97 NA 1.36 0.62 8.23 N 0.13 15.44 0.34 0.71 8.94
HOFL 1,227,371 25.52 25.52 0.85 1.70 6.60 N 0.06 17.34 0.20 1.66 6.49
HOMF 595,016 8.19 7.89 2.83 1.17 15.06 N 0.50 8.56 0.73 1.29 15.93
HPBC 166,866 11.26 11.26 1.59 1.74 15.09 N 0.00 9.21 0.38 1.69 15.19
HRBF 154,218 19.03 19.03 0.61 0.82 3.77 N 0.06 36.46 0.09 0.44 2.18
HRZB 488,968 16.19 16.19 1.09 1.53 9.51 N 0.00 10.78 0.29 1.57 9.73
HSBK 346,865 6.58 6.58 1.44 0.86 12.76 N 0.27 8.02 0.46 0.67 9.93
HVFD 354,505 7.91 7.87 0.99 0.58 7.13 N 0.81 15.00 0.30 0.79 9.86
HZFS 73,105 12.12 12.12 0.97 0.71 5.55 N 1.69 13.44 0.30 0.82 6.73
IBSF 756,928 20.40 20.40 0.77 1.11 5.16 N 0.07 20.22 0.17 0.98 4.69
IFSB 263,740 6.48 5.62 0.54 0.54 8.99 N 2.77 27.68 0.07 0.43 6.66
IFSL 721,333 9.81 9.05 1.47 1.00 10.74 N 1.27 11.02 0.40 1.03 10.64
INCB 90,614 15.60 15.60 0.79 0.77 4.97 N NA 24.58 0.15 0.58 3.78
IPSW 134,065 6.32 6.32 1.20 1.38 22.40 N 2.23 6.25 0.36 1.38 22.02
IROQ 451,060 7.19 7.19 1.61 0.98 14.79 N 1.21 9.54 0.38 0.90 13.01
IWBK 1,368,548 6.88 6.69 1.89 1.08 14.78 N 0.59 11.26 0.53 1.18 16.81
JSBA 1,114,294 7.28 6.08 1.62 0.62 8.90 N NA 19.23 0.39 0.71 9.87
JSBF 1,545,195 22.01 22.01 2.11 1.44 6.67 N NA 15.68 0.54 1.54 6.97
KNK 363,182 9.80 9.15 1.05 0.50 4.53 N 0.20 18.39 0.26 0.44 4.39
KSAV 89,871 15.16 15.15 1.40 1.14 6.85 N 0.73 11.98 0.36 1.12 7.02
KSBK 127,372 6.85 6.34 2.75 0.79 12.20 N NA 6.57 0.79 0.89 13.10
LARK 198,535 17.40 17.40 0.77 0.88 5.04 N 0.06 19.24 0.19 0.86 4.98
LARL 192,654 10.47 10.47 1.58 1.35 13.39 N 0.77 10.00 0.40 1.35 12.97
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 12
<PAGE>
FERGUSON & CO., LLP MARKET DATA AS OF APRIL 30, 1996
- -------------------
EXHIBIT VI-SELECTED PUBLICLY HELD TRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) ($) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM /(Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LBCI 669,949 9.53 9.50 1.30 0.56 5.49 N 0.12 14.82 0.39 0.63 6.60
LBFI 143,572 17.92 17.92 0.85 1.09 5.72 N 0.57 17.05 0.22 1.02 5.63
LFBI 285,478 15.19 14.14 NA NA NA N NA NA NA 0.35 3.50
LFCT 3,177,812 8.03 8.03 3.85 1.40 17.38 Y NA 10.19 1.08 1.46 18.26
LFED 260,622 16.53 16.53 0.80 1.03 6.37 N 0.00 17.97 0.20 1.04 6.36
LFSB 233,737 28.42 28.42 0.52 0.77 2.75 Y 0.00 43.18 0.11 0.69 2.43
LIFB 1,204,577 12.73 NA 0.95 0.86 5.94 N NA 14.25 0.25 0.90 6.58
LISB 4,834,405 10.69 10.69 1.72 0.95 8.72 N NA 17.79 0.39 0.92 8.46
LOAN 126,884 8.64 8.37 0.89 1.53 17.40 N 0.15 17.58 0.16 1.12 12.44
LOGN 74,647 27.40 27.40 NA 1.35 6.33 N 0.42 15.63 0.20 1.65 6.00
LONF 34,152 9.44 9.44 NA 0.44 NA N 0.13 NA NA NA NA
LSBI 158,973 11.37 11.37 NA 0.87 7.30 N 0.00 14.29 0.28 0.75 6.49
LSBX 323,523 7.56 7.56 0.79 1.14 14.78 N 1.98 6.12 0.24 1.25 16.23
LVSB 440,940 11.11 8.87 1.23 1.55 13.34 N 1.37 18.87 0.26 1.38 12.26
MAFB 1,980,184 5.54 5.54 2.87 0.91 15.57 N 0.40 8.99 0.73 0.87 15.36
MARN 179,329 24.00 24.00 1.17 1.41 5.79 N 0.93 17.56 0.29 1.37 5.68
MASB 858,922 10.16 10.16 3.08 1.05 10.32 N 0.33 10.92 0.75 1.04 9.74
MBBC 329,768 14.44 14.27 NA 0.21 1.49 N 0.97 98.96 0.03 0.10 0.66
MBLF 197,259 14.37 14.37 0.96 0.72 4.95 N 0.38 28.27 0.21 0.61 4.22
MCBN 55,406 8.77 8.77 1.53 0.68 7.73 N 1.19 14.68 0.33 0.63 7.17
MCBS 271,700 13.34 13.32 1.23 1.68 11.50 N 0.17 12.08 0.37 1.41 10.45
MDBK 980,973 8.89 8.13 2.01 1.03 11.58 N 0.55 9.49 0.54 1.12 12.41
MERI 227,121 7.44 7.44 2.71 1.02 14.10 N NA 12.89 0.64 1.02 13.73
MFBC 200,895 19.31 19.31 0.64 0.69 3.40 N NA 18.75 0.19 0.82 4.09
MFCX 125,312 15.38 15.38 0.33 0.39 2.55 Y 0.00 103.13 0.04 0.17 1.12
MFFC 171,708 19.98 19.98 0.70 1.13 4.88 N 0.20 25.83 0.15 1.00 4.75
MFLR 110,680 9.87 9.67 0.85 0.85 7.90 N 1.57 13.92 0.22 0.91 8.87
MFSB 54,913 11.31 11.31 NA 0.22 2.18 Y NA 105.00 0.05 0.12 1.03
MFSL 1,143,338 8.22 8.09 1.97 0.79 9.72 N NA 14.60 0.52 0.59 7.28
MGNL 1,290,780 9.77 9.23 2.80 1.80 18.27 N NA 12.08 0.75 1.58 15.73
MIDC 364,809 9.36 7.88 0.57 0.31 3.24 N 1.70 11.72 0.32 0.67 7.15
MIFC 119,395 9.02 9.01 0.53 0.84 8.90 N NA 12.98 0.13 0.80 8.66
MIVI 68,334 20.07 20.07 NA 1.32 7.10 N NA 15.13 0.19 1.50 7.51
MLFB 1,757,048 8.23 8.06 1.76 0.69 7.43 N 0.64 13.71 0.44 0.77 8.30
MORG 70,748 14.90 14.90 0.72 0.97 6.13 N 0.06 16.18 0.17 0.88 5.79
MSBB 454,126 9.69 9.54 1.48 0.55 5.65 N NA 11.06 0.39 0.53 5.62
MSBF 52,995 24.91 24.91 NA 2.02 8.79 N 0.23 10.63 0.40 2.08 8.29
MSBK 719,490 5.45 5.45 (0.17) 0.01 0.20 N 0.11 NM (0.11) (0.41) (7.43)
MSEA 778,165 6.54 5.95 1.50 0.76 11.97 N NA 6.84 0.53 1.03 15.43
MWBI 136,809 6.94 6.94 2.36 0.99 14.16 N 0.27 10.96 0.61 0.69 9.55
MWFD 177,164 9.34 8.93 1.64 1.11 11.34 N 0.16 14.25 0.50 1.47 15.55
NASB 656,855 7.25 6.97 3.34 1.36 18.76 N 3.43 9.76 0.77 1.08 14.46
NBF 396,841 8.91 8.89 0.59 0.40 4.52 Y 0.99 NA 0.22 0.53 5.95
NBSI 114,337 17.34 17.34 0.48 0.57 2.98 N 0.00 25.39 0.16 0.66 3.64
NEIB 141,098 20.22 20.22 NA 1.09 5.63 N NA 15.94 0.20 1.14 5.33
NFSL 160,656 11.58 11.51 1.84 1.89 17.69 N 0.67 10.71 0.42 1.87 16.31
NHSL 292,618 8.43 8.41 0.20 0.16 1.93 N 2.05 10.05 0.23 0.78 9.27
NHTB 258,216 7.57 7.57 0.76 0.51 6.59 N 1.11 9.31 0.27 0.68 8.84
NMSB 291,578 11.13 11.13 1.34 2.07 19.16 N 2.85 13.22 0.13 0.83 7.20
NSBI 1,153,392 20.39 20.39 2.75 1.86 9.57 Y 0.28 15.17 0.68 1.72 8.48
NSBK 1,580,435 7.74 NA 3.09 1.15 15.68 N NA 10.57 0.81 1.09 14.18
NSLB 56,552 24.49 24.49 NA NA NA N 0.06 19.49 0.17 1.05 4.38
NSSB 675,332 11.26 10.73 1.00 0.87 7.59 N 1.72 13.41 0.24 0.79 7.01
NSSY 515,267 8.46 8.46 1.54 0.99 11.65 N 3.36 NM (0.05) 0.71 8.31
NTMG 83,710 6.30 6.30 0.38 0.61 10.53 N 1.65 25.89 0.07 0.65 11.13
NWEQ 82,976 14.06 14.06 0.86 1.15 7.49 N 0.52 14.71 0.17 0.84 5.67
NWSB 1,767,455 10.67 10.56 1.51 1.05 9.34 N NA 14.79 0.41 1.07 9.75
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 13
<PAGE>
FERGUSON & CO., LLP Market Data as of April 30, 1996
- -------------------
Exhibit V - All Publicly Held Thrifts
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) (%) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NYB 2,754,437 5.78 5.78 2.40 1.19 19.84 N 1.49 9.01 0.68 1.37 22.82
OFCP 370,305 21.48 21.48 0.70 1.08 4.62 N 0.10 23.90 0.17 1.01 4.48
OHSL 205,462 12.42 12.42 1.42 0.95 7.51 N 0.03 15.28 0.36 0.89 7.05
PALM 646,024 7.97 7.59 0.73 0.64 8.54 N 4.25 18.84 0.17 0.68 8.59
PBCI 371,365 15.99 15.86 1.65 1.49 9.71 N 2.45 13.01 0.37 1.35 8.48
PBCT 6,916,300 8.17 8.17 1.53 1.15 14.62 N 1.66 15.18 0.35 1.21 15.07
PBKB 324,440 6.06 5.63 0.73 0.81 11.65 N 1.64 11.01 0.21 0.84 13.06
PBNB 406,276 10.81 10.09 1.80 0.85 7.81 N 0.44 10.68 0.48 0.88 7.92
PCCI 286,926 7.91 7.91 0.93 1.36 23.43 N 6.49 8.20 0.24 1.03 12.83
PFDC 280,778 15.26 15.26 1.69 1.45 9.58 N 0.28 10.97 0.45 1.53 10.03
PFNC 347,991 5.52 5.48 0.69 0.86 19.35 N 1.33 173.50 0.01 0.84 15.69
PFSB 935,037 10.03 8.10 1.30 0.71 6.33 N 0.93 10.30 0.37 0.83 8.15
PFSL 369,379 5.95 5.95 1.24 0.56 9.45 N 0.20 12.10 0.31 0.56 9.43
PHBK 3,301,647 8.37 7.29 2.12 1.21 14.11 N NA 9.66 0.54 1.20 14.04
PKPS 839,174 8.49 8.49 1.58 1.94 25.03 N 2.18 20.83 0.06 0.38 4.42
PLE 194,311 7.71 7.45 1.53 0.77 10.29 N 0.27 9.52 0.43 0.87 11.32
PMFI 374,039 9.64 9.64 0.74 0.41 4.09 N 0.52 20.24 0.21 0.46 4.75
POBS 267,272 25.36 25.36 0.91 2.31 9.23 N 0.43 17.76 0.19 2.67 10.83
PSAB 608,967 9.44 NA 1.42 1.02 10.89 N NA 11.38 0.39 1.05 11.28
PSBK 785,554 8.86 8.86 2.78 0.99 10.53 N 1.06 9.66 0.71 1.02 11.12
PSSB 195,666 5.87 5.87 0.56 0.62 11.18 N 3.35 13.28 0.16 0.61 10.69
PTRS 114,242 9.79 9.79 1.54 0.74 7.88 N 2.21 9.59 0.43 0.83 8.53
PULS 452,455 11.89 11.89 1.34 1.17 10.04 N 1.20 11.03 0.34 1.19 9.97
PVFC 312,466 6.56 6.56 1.78 1.14 18.41 N 1.23 11.36 0.44 1.19 18.34
PVSA 914,016 7.42 7.39 2.59 1.04 15.22 N 0.18 9.96 0.69 1.32 18.51
PWBC 659,371 8.33 7.65 0.93 0.61 7.44 N 0.13 12.26 0.26 0.64 7.80
QCBC 692,974 9.88 9.83 0.80 0.50 4.90 N 2.31 15.70 0.23 0.54 5.46
QCSB 1,259,485 16.98 16.98 3.53 1.74 9.84 N NA 12.02 0.91 1.68 9.75
RARB 354,810 7.43 7.25 1.61 0.80 10.53 N 0.35 11.53 0.45 0.87 11.19
RCSB 4,111,153 9.03 8.81 2.10 1.05 11.55 N 0.72 11.08 0.53 1.00 11.20
RELY 1,744,365 8.86 6.16 1.12 0.91 6.81 N NA 12.60 0.30 0.85 8.02
RFED 9,134,660 5.57 NA 1.77 0.66 14.19 N NA 10.46 0.46 0.93 18.99
ROSE 3,001,958 6.23 6.23 2.04 0.86 12.63 N NA 11.04 0.60 0.97 14.86
RVSB 204,794 11.03 9.83 1.05 1.21 11.26 N 0.00 15.74 0.27 1.20 11.07
SBCN 197,137 13.01 13.01 0.77 0.39 2.95 N 0.20 32.29 0.12 (0.41) (3.08)
SCCB 43,939 29.65 29.65 0.90 1.50 4.95 N NA 27.50 0.15 1.00 3.34
SECP 3,344,642 16.88 16.88 3.02 0.89 5.09 N 0.12 17.34 0.84 0.84 4.92
SFB 13,505,427 6.95 6.00 3.44 0.93 13.88 N 0.22 11.13 0.89 0.95 13.89
</TABLE>
Source: SNL & F&C calculations 14
<PAGE>
FERGUSON & CO., LLP Market Data as of April 30, 1996
Exhibit V - All Publicly Held Thrifts
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) (%) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SFBM 365,307 8.81 7.66 1.32 0.69 8.17 N 0.11 17.50 0.30 0.71 8.32
SFED 165,569 14.06 14.06 NA 0.63 5.06 N 0.63 15.18 0.21 0.70 4.86
SFFC 74,182 20.12 20.12 1.04 1.18 5.80 N NA 15.51 0.27 1.18 5.91
SFIN 559,049 12.94 12.90 NA NA NA N 1.01 NA NA 0.65 4.97
SFSB 362,272 7.14 7.10 1.13 0.51 6.97 N 0.25 15.28 0.27 0.46 6.36
SFSL 458,294 8.83 8.60 1.44 1.33 15.39 N 0.46 8.16 0.36 1.29 14.87
SGVB 333,064 9.78 9.78 NA 0.12 1.11 N NA NM (0.02) 0.01 0.07
SHEN 355,710 13.24 13.24 1.37 1.01 7.19 N 0.48 14.64 0.35 1.10 7.95
SHFC 45,401 21.20 21.20 0.29 0.36 1.67 N 0.01 40.28 0.09 0.41 1.96
SISB 1,135,170 7.42 7.42 2.52 1.27 17.72 N NA 10.04 0.42 0.87 11.61
SJSB 143,857 12.25 12.25 NA 0.68 5.67 N NA 19.00 0.25 0.69 5.56
SMBC 159,470 16.66 16.66 0.64 0.75 4.20 N NA 21.32 0.17 0.78 4.51
SMFC 263,890 11.98 11.98 1.04 0.83 6.26 N 0.00 12.30 0.32 0.86 7.02
SOBI 76,005 18.66 18.66 NA 0.50 2.91 N NA 53.13 0.06 0.27 1.44
SOPN 256,294 26.21 26.21 0.97 1.48 5.68 N 0.03 19.13 0.25 1.52 5.83
SOSA 509,502 5.46 5.46 0.10 0.33 6.38 N 9.74 7.50 0.05 0.60 11.11
SPBC 4,142,858 9.24 9.21 1.80 0.89 9.59 N 0.63 14.86 0.41 0.85 9.04
SRN 110,757 20.38 20.20 NA NA NA N 8.18 NA NA 0.44 2.96
SSB 57,718 14.87 14.87 NA 1.25 NA N 0.00 NA NA NA NA
SSBK 504,631 8.28 NA 1.61 1.00 11.88 N NA 13.26 0.41 0.96 11.41
SSM 81,560 14.38 14.38 NA 1.40 NA N 0.00 NA NA NA NA
STFR 1,203,689 11.48 11.03 1.75 1.22 11.04 N 0.52 13.96 0.47 1.36 11.77
STND 2,186,603 12.30 12.30 0.93 0.88 6.22 N NA 15.49 0.24 0.92 7.16
STSA 1,497,617 5.83 5.04 0.88 0.45 7.72 N 0.63 13.75 0.25 0.50 8.61
SVRN 8,411,108 5.21 3.83 0.96 0.80 16.63 N NA 10.70 0.26 0.78 16.81
SWBI 349,543 12.00 12.00 1.91 1.19 8.83 N 0.25 15.70 0.43 0.99 7.67
SWCB 426,515 8.38 7.83 1.73 0.83 10.21 N 1.38 10.37 0.47 0.99 12.25
SZB 85,775 17.55 17.55 NA 0.74 4.52 N 0.19 38.67 0.08 0.78 4.45
TBK 214,076 6.20 5.91 (0.98) (0.54) (8.37) N 3.96 8.28 0.30 0.68 11.06
TCB 7,039,282 7.69 7.37 2.61 1.37 20.18 N 0.92 13.20 0.67 1.48 19.67
THBC 80,484 22.20 22.20 0.98 1.38 6.13 N NA 12.96 0.27 1.42 6.41
THIR 155,687 18.15 18.15 1.62 1.40 7.85 Y 0.23 21.88 0.36 1.32 7.36
THR 81,841 15.84 15.77 NA NA NA N 0.65 16.78 0.19 0.90 5.68
THRD 519,196 14.31 14.31 0.91 0.92 5.60 N 0.35 13.08 0.27 1.08 7.53
TPNZ 110,542 20.35 20.35 NA 0.77 NA N 1.15 NA NA 0.80 5.80
TRIC 65,766 20.52 20.52 0.99 1.01 4.95 N 0.34 18.23 0.24 0.98 4.82
TSBS 518,674 19.04 18.69 NA 1.80 NA N NA 18.09 0.19 2.10 11.04
TSH 328,426 18.80 18.80 NA 1.18 NA N NA 15.06 0.22 1.12 5.89
TWIN 102,423 13.76 13.76 1.10 1.08 7.84 N 0.42 12.90 0.31 1.18 8.38
UBMT 114,440 21.57 21.57 1.41 1.62 7.22 N 0.43 10.37 0.44 1.96 8.75
UFRM 246,918 8.39 8.39 0.73 1.00 12.75 N 0.08 9.38 0.21 1.08 13.68
VABF 624,964 6.58 6.58 0.01 0.23 3.99 N 1.10 41.25 0.05 0.33 5.33
VAFD 122,083 8.20 8.20 1.24 0.36 4.61 Y 0.61 26.61 0.31 0.41 5.11
VFFC 713,931 7.72 7.46 1.18 1.21 16.02 N 2.89 11.18 0.26 1.25 15.98
WAMU 22,344,769 7.38 6.74 2.74 1.00 15.17 N 0.51 9.91 0.70 1.08 15.70
WAYN 245,892 9.16 9.16 0.92 0.56 6.13 N 1.08 26.19 0.21 0.55 5.99
WBCI 275,758 12.28 12.27 1.19 0.45 3.90 Y NA 12.86 0.44 0.56 4.74
WBST 3,813,173 5.61 4.43 2.46 0.56 10.43 N 1.44 11.56 0.60 0.63 10.89
WCBI 309,265 15.64 15.64 2.07 1.32 8.46 N 0.58 14.15 0.51 1.26 8.03
WCFB 97,258 22.29 22.29 0.51 1.11 5.04 N 0.52 23.66 0.14 1.21 5.42
WCHI 213,254 12.04 12.04 1.11 0.94 7.85 Y 0.09 19.11 0.26 0.86 7.10
WEFC 195,158 14.78 14.78 NA 0.67 6.29 N NA 14.58 0.18 0.76 5.18
WES 3,076,518 9.89 9.86 0.67 1.21 13.63 N NA 98.13 0.05 1.25 13.09
WFCO 262,329 7.89 7.70 0.99 0.94 12.54 N 0.49 14.06 0.24 0.92 11.95
WFSB 801,329 5.89 5.89 0.30 0.67 11.99 Y 1.23 32.67 0.06 0.70 12.10
WFSL 4,928,989 12.13 11.61 1.78 1.75 13.78 N NA 10.29 0.51 1.79 14.56
WHGB 85,027 9.94 9.94 NA 0.77 NA N 0.20 NA NA NA NA
WLDN 1,019,288 9.37 8.13 1.98 0.98 10.83 N 0.73 9.13 0.52 1.12 12.07
WOFC 231,505 25.77 25.77 0.86 1.42 4.72 N 0.25 17.28 0.34 1.83 6.96
WRNB 354,882 8.95 8.95 1.42 1.65 19.83 N 2.05 7.48 0.38 1.85 20.68
WSB 262,632 8.08 8.08 0.40 0.92 12.60 N NA 11.36 0.11 0.95 12.31
WSFS 1,259,332 5.86 NA 1.11 2.20 41.46 N 3.18 9.08 0.21 0.97 16.29
WSTR 588,255 13.28 13.28 0.89 0.76 5.68 N 0.02 14.50 0.25 0.77 5.73
WVFC 230,276 15.62 15.62 1.67 1.18 7.77 N 0.75 9.49 0.56 2.12 14.03
</TABLE>
Source: SNL & F&C calculations 15
<PAGE>
FERGUSON & CO., LLP Market Data as of April 30, 1996
- -------------------
Exhibit V - All Publicly Held Thrifts
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Assets Assets T. Assets EPS Extra Extra Merger Assets Core EPS Extra Extra
($000) (%) (%) (%) (%) (%) Target? (%) EPS ($) (%) (%)
Ticker MRQ MRQ MRQ LTM LTM LTM (Y/N) MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
YFED 1,054,864 8.55 8.55 1.27 0.92 10.78 N 1.36 8.80 0.49 1.29 15.29
Maximum 43,762,730 29.95 29.95 5.61 2.31 41.46 9.74 173.50 1.70 2.67 26.73
Minimum 35,903 3.31 2.71 0.10 0.18 2.06 - 5.29 (0.05) (0.41) (3.08)
Average 1,652,243 10.40 10.25 1.48 0.96 10.32 1.01 15.22 0.38 0.96 10.24
Median 452,455 8.86 8.60 1.39 0.92 9.59 0.67 12.89 0.36 0.92 9.74
</TABLE>
Source:SNL & F&C calculations 16
<PAGE>
EXHIBIT VII
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT VII - COMPARATIVE GROUP SELECTION
To search for a comparative group for First Federal Savings and Loan
Association, we selected all thrifts under $100 million in assets throughout the
country that have sufficient trading volume to produce meaningful market
information. All of these stocks are listed on either American Stock Exchange,
New York Stock Exchange, or Nasdaq.
We found 46 thrifts in the asset size described above. We eliminated 34 and
retained a group of 12. Normally, we consider 10 to be the desired sample size.
We selected extras in case we have to drop some of the group before First
Federal's conversion is completed.
We eliminated (1) mutual holding companies, (2) one with BIF insurance, (3)
several that did not have price to earnings information (usually because they
have not been stock thrifts long enough to begin reporting as a stock), (4)
several that had unusually high price to earnings ratios (25.0x or higher) or no
earnings, (5) four with non-performing assets 1.0% or more of assets, (6)
several with loans to assets ratios 65% or higher, (7) three with loans serviced
equal to more than 40% of assets, and (8) three that had announced mergers.
The group of 46 from which the comparative group was selected is listed on
Exhibit VII.1 and the selected comparative group is listed on Exhibit VII.2. On
Exhibit VII.1, we have highlighted the cells that indicate which ones were not
selected and why. Set forth below is a legend for the column summarizing reasons
individual thrifts were not selected.
A Mutual holding company
B BIF insured.
C Lack of price to earnings information
D Either unusually high price to earnings multiples (25.0x or higher) or no
earnings
E Non-performing assets in excess of 1.0% of assets
F Loans are more than 65% of assets
G Loans serviced are more than 40% of assets
H Announced merger
1
<PAGE>
FERGUSON & CO., LLP FINANCIAL DATA AS OF MARCH 29, 1996
- -------------------
EXHIBIT VII.1-COMPARATIVE GROUP SELECTION
<TABLE>
<CAPTION>
Deposit Current Current
Insurance Stock Market
Agency Price Value
Ticker Short Name City State Region (BIF/SAIF Exchange IPO Date ($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- --------
ALBC Albion Banc Corp. Albion NY MA SAIF NASDAQ 07/26/93 16.500 4.30
- --------
ATSB AmTrust Capital Corp. Peru IN MW SAIF NASDAQ 03/28/95 10.250 5.89
- --------
BABC Barrington Bancorp, Inc. Barrington IL MW SAIF NASDAQ 05/12/94 24.375 16.12
- --------
BRFC Bridgeville Savings Bank Bridgeville PA MA SAIF NASDAQ 10/07/94 13.500 15.18
CCFH CCF Holding Company Jonesboro GA SE SAIF NASDAQ 07/12/95 12.000 13.57
- --------
CIBI Community Investors Bancorp Bucyrus OH MW SAIF NASDAQ 02/07/95 14.750 10.89
- --------
CKFB CKF Bancorp, Inc. Danville KY MW SAIF NASDAQ 01/04/95 20.000 18.51
- -------- ------------
CLAS Classic Bancshares, Inc. Ashland KY MW SAIF NASDAQ 12/29/95 11.125 14.71
- -------- ------------
CSBF CSB Financial Group, Inc. Centralia IL MW SAIF NASDAQ 10/09/95 9.125 9.44
- -------- ------------
CZF CitiSave Financial Corp Baton Rouge LA SW SAIF AMSE 07/14/95 14.000 13.51
- --------
FFBI First Financial Bancorp, Inc. Belvidere IL MW SAIF NASDAQ 10/04/93 15.500 7.31
- --------
FKFC First Kent Financial Corp. Kent OH MW SAIF NASDAQ 06/27/94 20.830 17.12
- --------
FSBS First Ashland Financial Corp Ashland KY MW SAIF NASDAQ 04/07/95 18.000 25.36
- --------
FTSB Fort Thomas Financial Corp Fort Thomas KY MW SAIF NASDAQ 06/28/95 14.500 22.82
- --------
GFSB GFS Bancorp, Inc. Grinnell IA MW SAIF NASDAQ 01/06/94 20.750 10.86
- -------- --------
GLBK Glendale Co-Operative Bank Everett MA NE BIF NASDAQ 01/10/94 18.125 4.48
- -------- --------
GSLC Guaranty Financial Corp. Charlottesville VA SE SAIF NASDAQ NA 7.750 7.12
- --------
GUPB GFSB Bancorp, Inc. Gallup NM SW SAIF NASDAQ 06/30/95 13.500 12.81
GWBC Gateway Bancorp, Inc. Catlettsburg KY MW SAIF NASDAQ 01/18/95 15.000 17.99
- --------
HBBI Home Building Bancorp Washington IN MW SAIF NASDAQ 02/08/95 17.500 5.64
- --------
HFSA Hardin Bancorp, Inc. Hardin MO MW SAIF NASDAQ 09/29/95 11.500 12.17
HHFC Harvest Home Financial Corp. Cheviot OH MW SAIF NASDAQ 10/10/94 12.000 10.74
- --------
HZFS Horizon Financial Svcs Corp. Oskaloosa IA MW SAIF NASDAQ 06/30/94 15.750 7.06
- --------
INCB Indiana Community Bank, SB Lebanon IN MW SAIF NASDAQ 12/15/94 15.250 14.06
- -------- ------------
JOAC Joachim Bancorp, Inc. De Soto MO MW SAIF NASDAQ 12/28/95 12.500 9.51
- -------- ------------
KSAV KS Bancorp, Inc. Kenly NC SE SAIF NASDAQ 12/30/93 18.500 12.64
- --------
KYF Kentucky First Bancorp, Inc Cynthiana KY MW SAIF AMSE 08/29/95 12.375 17.18
- -------
LOGN Logansport Financial Corp. Logansport IN MW SAIF NASDAQ 06/14/95 12.250 16.20
- --------
MCBN Mid-Coast Bancorp, Inc. Waldoboro ME NE SAIF NASDAQ 11/02/89 19.000 4.35
- --------
MFSB Mutual Bancompany Jefferson City MO MW SAIF NASDAQ 02/02/95 16.750 5.59
- --------
MIVI Mississippi View Holding Co. Little Falls MN MW SAIF NASDAQ 03/24/95 11.375 11.47
- --------
MORG Morgan Financial Corp. Fort Morgan CO SW SAIF NASDAQ 01/11/93 11.750 9.72
- --------
MSBF Financial, Inc. Marshall MI MW SAIF NASDAQ 02/06/95 18.000 12.81
- --------
<CAPTION>
Price/ Price/
LTM Core
Core EPS EPS
(x) (x)
Ticker
<S> <C> <C>
- -------- --------
ALBC 25.78 34.38
- -------- --------
ATSB NA NM
- -------- --------
BABC 43.53 NM
- -------- --------
BRFC 21.77 22.50
CCFH NA 18.75
- -------
CIBI NA 12.72
- -------- --------
CKFB NA 25.00
- -------- --------
CLAS NA NA
- -------- --------
CSBF NA NA
- -------- --------
CZF NA 13.46
- --------
FFBI 13.84 19.38
- --------
FKFC 20.42 19.29
- -------- --------
FSBS NA 32.14
- -------- --------
FTSB NA 15.76
- --------
GFSB 15.49 14.02
- -------- --------
GLBK 19.08 32.37
- -------- --------
GSLC 13.14 19.38
- --------
GUPB NA 22.50
GWBC NA 17.05
- --------
HBBI NA 15.63
- --------
HFSA NA 17.97
HHFC 17.91 20.00
- --------
HZFS 16.24 13.13
- -------- --------
INCB 19.30 25.42
- -------- --------
JOAC NA NA
- -------- --------
KSAV
- -------- 12.94 15.42
KYF
- --------
LOGN NA 18.20
- -------- NA 15.31
MCBN
- -------- 12.42 14.39
MFSB --------
- -------- NA 83.75
MIVI --------
- --------
MORG NA 14.97
- -------- 16.32 17.28
MSBF NA 11.25
- --------
</TABLE>
Source: SNL & F&C calculations 2
<PAGE>
<TABLE>
<CAPTION>
Deposit Current
Insurance Stock
Agency Price
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($)
<S> <C> <C> <C> <C> <C> <C> <C>
NSLB NS&L Bancorp, Inc. Neosho MO MW SAIF NASDAQ 06/08/95 12.250
- --------
NTMG Nutmeg Federal S&LA Danbury CT NE SAIF NASDAQ NA 7.750
- --------
- --------
NWEQ Northwest Equity Corp. Amery WI MW SAIF NASDAQ 10/11/94 10.375
- --------
- --------
PCBC Perry County Financial Corp. Perryville MO MW SAIF NASDAQ 02/13/95 18.000
- --------
SCCB S. Carolina Community Bancshrs Winnsboro SC SE SAIF NASDAQ 07/07/94 17.000
- --------
- --------
SFFC StateFed Financial Corporation Des Moines IA MW SAIF NASDAQ 01/05/94 17.000
- --------
- --------
SHFC Seven Hills Financial Corp. Cincinnati OH MW SAIF NASDAQ 12/31/93 14.500
- --------
- --------
SOBI Sobieski Bancorp, Inc. South Bend IN MW SAIF NASDAQ 03/31/95 12.750
- --------
- --------
SZB SouthFirst Bancshares, Inc. Sylacauga AL SE SAIF AMSE 02/14/95 11.875
- --------
- --------
THBC Troy Hill Bancorp, Inc. Pittsburgh PA MA SAIF NASDAQ 06/27/94 13.500
- --------
- --------
THR Three Rivers Financial Corp. Three Rivers MI MW SAIF AMSE 08/24/95 13.250
- --------
TRIC Tri-County Bancorp, Inc. Torrington WY WE SAIF NASDAQ 09/30/93 18.500
- ----------------------------------------
WCFB Webster City Federal SB, MHC Webster City IA MW SAIF NASDAQ 08/15/94 12.250
- ----------------------------------------
Maximum 24.375
Minimum 7.750
Average 14.905
Median 14.000
<CAPTION>
Current Price/ Price/
Market LTM Core
Value Core EPS EPS
Ticker ($M) (x) (x)
<S> <C> <C> <C>
NSLB 10.91 NA 18.01
- -------- ----------
NTMG 5.41 20.39 27.68
- -------- ----------
- --------
NWEQ 10.18 12.06 15.26
- --------
- --------
PCBC 15.42 NA 19.57
- -------- -----------
SCCB 13.26 18.89 28.33
- -------- -----------
- --------
SFFC 13.95 16.67 16.35
- --------
- -------- -----------
SHFC 7.78 50.00 40.28
- -------- -----------
- -------- -----------
SOBI 10.80 NA 53.13
- -------- -----------
- -------- -----------
SZB 10.25 NA 37.11
- -------- -----------
- --------
THBC 14.42 14.52 13.50
- --------
- --------
THR 11.39 NA 17.43
- --------
TRIC 11.85 18.69 19.27
- ---------------------------------------- -----------
WCFB Webster City Federal SB, MHC 25.73 25.52 25.52
- ---------------------------------------- -----------
Maximum 25.73 50.00 83.75
Minimum 4.35 12.06 11.25
Average 12.76 21.32 23.96
Median 11.85 17.29 18.48
</TABLE>
<PAGE>
FERGUSON & CO., LLP FINANCIAL DATA AS OF MARCH 29, 1996
- -------------------
EXHIBIT VII.1 - COMPARARIVE GROUP SELECTION
<TABLE>
<CAPTION>
Tangible Return on
Current Current Current Total Equity/ Equity/ Core Core Avg Assets
Price/ Price/ Tang Price/ Dividend Assets Assets Tang Assets EPS EPS Before Extra
Book Value Book Value Assets Yield ($000) (%) (%) ($) ($) (%)
Ticker (%) (%) (%) (%) MRQ MRQ MRQ LTM MRQ LTM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------
ALBC 71.34 71.34 7.35 1.86 58,548 10.30 10.30 0.64 0.12 0.32
- ---------- -----------
ATSB 76.66 77.42 8.00 - 73,645 10.44 10.35 NA (0.03) 0.26
- ---------- -----------
BABC 139.37 139.37 22.96 1.15 70,204 16.47 16.47 0.56 0.01 0.53
- ----------
BRFC 95.95 95.95 27.02 2.37 56,166 28.15 28.15 0.62 0.15 1.31
CCFH 78.13 78.13 16.87 3.33 79,578 21.60 21.60 NA 0.16 0.86
- ----------
CIBI 89.02 89.02 12.78 1.09 85,216 14.35 14.35 NA 0.29 1.00
- ----------
CKFB 114.74 114.74 32.73 2.00 56,549 28.52 28.52 NA 0.20 1.32
- ---------- -----------
CLAS 75.37 75.37 21.70 - 67,786 28.79 28.79 NA NA NA
- ---------- -----------
CSBF 74.19 74.19 22.90 - 41,231 30.87 30.87 NA NA NA
- ---------- -----------
CZF 87.28 87.39 17.27 2.14 78,218 18.28 18.26 NA 0.26 1.12
- ----------
FFBI 92.93 92.93 9.77 - 74,874 10.51 10.51 1.12 0.20 0.88
- ----------
FKFC 123.91 123.91 21.77 3.27 78,644 17.58 17.58 1.02 0.27 1.01
- ----------
FSBS 106.70 106.70 28.11 - 90,216 26.34 26.34 NA 0.14 0.86
- ----------
FTSB 103.42 103.42 25.79 1.72 88,470 24.93 24.93 NA 0.23 1.32
- ----------
GFSB 111.80 111.80 13.40 1.45 81,073 11.98 11.98 1.34 0.37 1.01
- ----------
GLBK 76.51 76.51 12.48 - 35,903 16.31 16.31 0.95 0.14 0.78
- ----------
GSLC 112.65 112.65 7.38 - 96,577 6.55 6.55 0.59 0.10 0.57
- ----------
GUPB 79.13 79.13 19.17 2.96 66,821 24.23 24.23 NA 0.15 1.40
GWBC 93.75 93.75 24.51 2.67 73,409 25.17 25.17 NA 0.22 1.14
- ----------
HBBI 84.83 84.83 13.12 1.71 42,954 14.35 14.35 NA 0.28 1.05
- ----------
HFSA 76.67 76.67 14.72 3.48 82,651 19.20 19.20 NA 0.16 0.55
HHFC 81.91 81.91 15.28 3.33 70,314 18.65 18.65 0.67 0.15 0.88
- ----------
HZFS 83.78 83.78 10.16 2.03 73,105 12.12 12.12 0.97 0.30 0.71
- ----------
INCB 99.48 99.48 15.52 2.30 90,614 15.60 15.60 0.79 0.15 0.77
- ---------- -----------
JOAC 88.78 88.78 26.09 4.00 36,431 29.39 29.39 NA NA 0.68
- ---------- -----------
KSAV 91.18 91.31 14.32 3.24 88,274 15.71 15.69 1.43 0.30 1.20
- ----------
KYF 87.15 87.15 23.17 4.04 74,186 26.58 26.58 NA 0.17 0.70
- ----------
LOGN 79.19 79.19 21.70 3.27 74,647 27.40 27.40 NA 0.20 1.35
- ----------
MCBN 89.50 89.50 7.85 2.63 55,406 8.77 8.77 1.53 0.33 0.68
- ----------
MFSB 89.91 89.91 10.17 - 54,913 11.31 11.31 NA 0.05 0.22
- ----------
MIVI 83.64 83.64 16.78 2.81 68,334 20.07 20.07 NA 0.19 1.32
- ----------
MORG 92.23 92.23 13.74 2.04 70,748 14.90 14.90 0.72 0.17 0.97
- ----------
MSBF 97.04 97.04 24.17 2.22 52,995 24.91 24.91 NA 0.40 2.02
- ----------
<CAPTION>
Return on ROACE
Avg Assets Before
Before Extra Extra
(%) (%)
Ticker MRQ LTM
<S> <C> <C>
- ----------
ALBC 0.22 3.12
- ----------
ATSB 0.13 2.45
- ----------
BABC 0.04 3.20
- ----------
BRFC 1.25 4.32
CCFH 0.92 NA
- ----------
CIBI 1.11 7.39
- ----------
CKFB 1.28 4.75
- ----------
CLAS 1.00 NA
- ----------
CSBF 1.10 NA
- ----------
CZF 1.27 8.56
- ----------
FFBI 0.65 8.05
- ----------
FKFC 1.10 5.90
- ----------
FSBS 0.83 NA
- ----------
FTSB 1.49 NA
- ----------
GFSB 0.97 7.56
- ----------
GLBK 0.87 4.98
- ----------
GSLC 0.60 9.97
- ----------
GUPB 0.89 NA
GWBC 1.43 5.85
- ----------
HBBI 0.78 7.81
- ----------
HFSA 0.77 NA
HHFC 0.73 4.75
- ----------
HZFS 0.82 5.55
- ----------
INCB 0.58 4.97
- ----------
JOAC 0.55 NA
- ----------
KSAV 0.89 7.12
- ----------
KYF 1.17 3.97
- ----------
LOGN 1.65 6.33
- ----------
MCBN 0.62 7.71
- ----------
MFSB 0.12 2.18
- ----------
MIVI 1.50 7.10
- ----------
MORG 0.88 6.13
- ----------
MSBF 2.08 8.79
- ----------
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 4
<PAGE>
FERGUSON & CO., LLP EXHIBIT VII.1 - COMPARATIVE FINANCIAL DATA AS
- -------------------
GROUP SELECTION OF MARCH 29, 1996
<TABLE>
<CAPTION>
Tangible Return on Return on ROACE
Current Current Current Total Equity/ Equity/ Core Core Avg Assets Avg Assets Before
Price/ Price/ Tang Price/ Dividen Assets Assets Tang Ass EPS EPS Before Extra Before Extra Extra
Book Value Book Value Assets Yield ($000) (%) (%) ($) ($) (%) (%) (%)
Ticker (%) (%) (%) (%) MRQ MRQ MRQ LTM MRQ LTM MRQ LTM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NSLB 75.76 75.76 18.55 4.08 56,552 24.49 24.49 NA 0.17 NA 1.05 NA
- ----------
NTMG 112.32 112.32 6.47 - 83,710 6.30 6.30 0.38 0.07 0.61 0.65 10.53
- ----------
NWEQ 80.05 80.05 12.27 3.47 82,976 14.06 14.06 0.86 0.17 1.15 0.84 7.49
- ----------
PCBC 95.59 95.59 19.94 1.67 77,318 20.86 20.86 NA 0.23 1.00 0.93 5.18
- ----------
SCCB 101.80 101.80 30.19 3.53 43,939 29.65 29.65 0.90 0.15 1.50 1.00 4.95
- ----------
SFFC 94.76 94.76 18.88 2.35 73,903 19.92 19.92 1.02 0.26 1.17 1.15 5.71
- ----------
SHFC 80.82 80.82 17.13 2.21 45,401 21.20 21.20 0.29 0.09 0.36 0.41 1.67
- ----------
SOBI 76.12 76.12 14.21 - 76,005 18.66 18.66 NA 0.06 0.50 0.27 2.91
- ----------
SZB 68.09 68.09 11.95 4.21 85,775 17.55 17.55 NA 0.08 0.74 0.78 4.52
- ----------
THBC 81.47 81.47 18.04 2.96 79,913 22.14 22.14 0.93 0.25 1.35 1.26 5.79
- ----------
THR 87.86 88.33 13.92 2.26 81,841 15.84 15.77 NA 0.19 NA 0.90 NA
- ----------
TRIC 87.84 87.84 18.03 2.70 65,766 20.52 20.52 0.99 0.24 1.01 0.98 4.95
- ----------
WCFB 119.63 119.63 26.65 4.90 96,538 22.27 22.27 0.48 0.12 1.06 1.03 4.85
- ----------
Maximum 139.37 139.37 32.73 4.90 96,577 30.87 30.87 1.53 0.40 2.02 2.08 10.53
Minimum 68.09 68.09 6.47 - 35,903 6.30 6.30 0.29 (0.03) 0.22 0.04 1.67
Average 92.09 92.94 18.27 2.23 71,172 19.86 19.86 0.90 0.20 0.99 0.96 6.06
Median 88.78 88.78 17.13 2.30 74,186 19.92 19.92 0.92 0.18 1.00 0.92 5.79
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 5
<PAGE>
FERGUSON & CO., LLP FINANCIAL DATA AS OF MARCH 29,1996
- -------------------
EXHIBIT VII.1-COMPARATIVE GROUP SELECTION
<TABLE>
<CAPTION>
ROACE Loans Loans
Before NPAs/ Loans/ Loans/ Deposits/ Borrowing Serviced Serviced/
Extra Current Assets Deposits Assets Assets Assets For Others Assets Merger
(%) Pricing (%) (%) (%) (%) (%) ($000) (%) Target?
Ticker MRQ Date MRQ MRQ MRQ MRQ MRQ MRQ MRQ (Y/N) Reasons for excluding
---------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------
ALBC 2.20 03/29/96 0.60 97.19 75.46 77.64 10.77 12,581 21.49 N D,F
- ---------- -------- --------
ATSB 1.14 03/29/96 1.49 97.94 67.84 69.27 19.55 NA NA N C, E, F
- ---------- -------- -------- -------
BABC 0.24 03/29/96 0.54 92.68 75.61 81.59 1.42 - - Y C, F, H
- ---------- -------- -------
BRFC 4.24 03/29/96 0.00 62.11 37.07 59.69 9.49 - - N
--------
CCFH 4.27 03/29/96 0.45 77.56 59.62 76.86 0.00 NA NA N
- ---------- --------
CIBI 7.67 03/29/96 0.80 88.31 73.20 82.89 1.73 791 0.93 N F
- ---------- --------
CKFB 4.51 03/29/96 0.00 126.38 87.96 69.60 0.51 - - N C, F
- ---------- --------
CLAS NA 03/29/96 0.51 89.33 63.16 70.70 0.00 - - N C
- ----------
CSBF 5.16 03/29/96 0.81 73.94 50.67 68.53 0.00 - - N C
- ----------
CZF 6.99 03/29/96 0.20 66.85 53.43 79.92 0.00 1,793 2.23 N
- --------- -------- ------------ -
FFBI 5.93 03/29/96 0.44 76.34 67.53 88.46 0.00 55,754 74.46 N F, G
- ---------- -------- ------------ ------
FKFC 6.26 03/29/96 0.00 104.26 80.81 77.51 4.20 - - Y F, H
- ---------- -------- ------
FSBS 3.13 03/29/96 0.58 103.49 70.56 68.18 5.00 172 0.19 Y D, F, H
- ---------- -------- ------
FTSB 5.95 03/29/96 NA 117.30 82.36 70.21 4.07 - - N F
- ---------- --------
GFSB 7.92 03/29/96 0.11 136.96 80.64 58.88 28.06 1,537 1.90 N F
- ---------- --------
GLBK 5.47 03/29/96 0.00 50.17 41.70 83.13 0.00 - - N B, D
- ---------- --------
GSLC 9.09 03/29/96 NA 129.64 79.69 61.47 30.61 NA NA N F
- ---------- --------
GUPB 3.37 03/29/96 NA 86.11 51.24 59.50 14.97 - - N
GWBC 5.44 03/29/96 0.06 31.90 23.16 72.59 0.00 - - N
- ---------- --------
HBBI 5.42 03/29/96 0.14 90.75 67.84 74.76 10.34 - - N F
- ---------- --------
HFSA 3.98 03/29/96 0.11 62.91 50.40 80.12 0.00 4,999 6.05 N
HHFC 3.97 03/29/96 0.18 68.13 54.86 80.52 0.00 NA NA N
- ---------- -------- --------
HZFS 6.73 03/29/96 1.69 90.61 66.77 73.68 13.25 - - N E, F
- ---------- -------- --------
INCB 3.78 03/29/96 NA 96.39 80.54 83.56 0.00 NA NA N D, F
- ---------- --------
JOAC 2.47 03/29/96 0.04 86.52 60.16 69.53 0.00 - - N C
- ----------
KSAV 5.32 03/29/96 0.28 99.43 79.67 80.13 3.40 - - N F
- ---------- --------
KYF 4.34 03/29/96 NA 79.97 54.22 67.79 5.02 - - N
- ---------- --------
LOGN 6.00 03/29/96 0.42 95.18 66.89 70.28 1.34 - - N F
- ---------- -------- --------
MCBN 7.08 03/29/96 1.19 105.01 79.44 75.65 15.28 6,814 12.30 N E, F
- ---------- -------- --------
MFSB 1.03 03/29/96 NA 85.16 72.34 84.95 3.29 NA NA N D, F
- ---------- --------
MIVI 7.51 03/29/96 NA 81.48 64.51 79.17 0.00 NA NA N
- ---------- --------
MORG 5.79 03/29/96 0.09 114.40 68.57 59.94 23.32 4,981 7.04 N F
- ---------- -------- ------------ -
MSBF 8.29 03/29/96 0.23 119.10 87.96 73.85 0.00 35,924 67.79 N F,G
- ---------- -------- -------------
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 6
<PAGE>
FERGUSON & CO., LLP FINANCIAL DATA AS OF MARCH 29, 1996
- -------------------
EXHIBIT VII.1 - COMPARATIVE GROUP SELECTION
<TABLE>
<CAPTION>
ROACE Loans Loans
Before NPAs/ Loans/ Loans/ Deposits Borrowing Serviced Serviced/
Extra Current Assets Deposits Assets Assets Assets For Others Assets Merger
(%) Pricing (%) (%) (%) (%) (%) ($000) (%) Target?
Ticker MRQ Date MRQ MRQ MRQ MRQ MRQ MRQ MRQ (Y/N) Reasons for excluding
----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NSLB 4.38 03/29/96 0.06 66.57 49.37 74.16 0.00 - - N
- -------- -------- -------- -----------
NTMG 11.13 03/29/96 1.65 95.89 85.01 88.65 3.92 192,808 230.33 N D, E, F,G
- -------- -------- -------- -----------
NWEQ 5.67 03/29/96 0.52 122.52 83.45 68.11 17.48 21,773 26.24 N F
- -------- --------
PCBC 4.50 03/29/96 0.05 14.82 11.61 78.33 0.00 NA NA N
- ------- --------
SCCB 3.34 03/29/96 NA 108.55 75.05 69.14 0.00 NA NA N D, F
- ------- --------
SFFC 5.69 03/29/96 NA 133.52 81.73 61.22 17.59 - - N F
- ------- --------
SHFC 1.96 03/29/96 0.01 95.50 74.48 77.99 0.00 393 0.87 N D, F
- ------- --------
SOBI 1.44 03/29/96 NA 80.35 64.85 80.72 0.00 NA NA N D
- -------
SZB 4.45 03/29/96 0.19 87.24 64.33 73.73 7.07 - - N D
- ------- --------
THBC 5.72 03/29/96 0.38 114.98 78.24 68.05 8.24 - - N F
- ------- --------
THR 5.68 03/29/96 0.65 88.36 68.14 77.12 6.37 13,583 16.60 N F
- ------- --------
TRIC 4.82 03/29/96 0.34 57.42 38.92 67.79 10.64 248 0.38 N
- -------
WCFB 4.65 03/29/96 0.09 72.79 55.71 76.53 0.39 - - N A, D
- -------
Maximum 11.13 1.69 136.96 87.96 88.65 30.61 192,808 230.33 -
Minimum 0.24 - 14.82 11.61 58.88 - -
Average 5.27 0.41 90.31 65.59 74.09 6.17 14,842 18.82 -
Median 5.37 0.20 88.36 67.53 73.85 1.73 - - -
</TABLE>
Source: SNL & F&C calculations 7
<PAGE>
FERGUSON & CO., LLP FINANCIAL DATA AS OF MARCH 29, 1996
- -------------------
EXHIBIT VII.2 - COMPARATIVE GROUP SELECTED
<TABLE>
<CAPTION>
Deposit Current Current Price/ Price/
Insurance Stock Market LTM Core
Agency Price Value Core EPS EPS
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M) (x) (x)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BRFC Bridgeville Savings Bank Bridgeville PA MA SAIF NASDAQ 10/07/94 13.500 15.18 21.77 22.50
CCFH CCF Holding Company Jonesboro GA SE SAIF NASDAQ 07/12/95 12.000 13.57 NA 18.75
CZF CitiSave Financial Corp Baton Rouge LA SW SAIF AMSE 07/14/95 14.000 13.51 NA 13.46
GUPB GFSB Bancorp, Inc. Gallup NM SW SAIF NASDAQ 06/30/95 13.500 12.81 NA 22.50
GWBC Gateway Bancorp, Inc. Catlettsburg KY MW SAIF NASDAQ 01/18/95 15.000 17.99 NA 17.05
HFSA Hardin Bancorp, Inc. Hardin MO MW SAIF NASDAQ 09/29/95 11.500 12.17 NA 17.97
HHFC Harvest Home Financial Corp. Cheviot OH MW SAIF NASDAQ 10/10/94 12.000 10.74 17.91 20.00
KYF Kentucky First Bancorp, Inc Cynthiana KY MW SAIF AMSE 08/29/95 12.375 17.18 NA 18.20
MIVI Mississippi View Holding Co. Little Falls MN MW SAIF NASDAQ 03/24/95 11.375 11.47 NA 14.97
NSLB NS&L Bancorp, Inc. Neosho MO MW SAIF NASDAQ 06/08/95 12.250 10.91 NA 18.01
PCBC Perry County Financial Corp. Perryville MO MW SAIF NASDAQ 02/13/95 18.000 15.42 NA 19.57
TRIC Tri-County Bancorp, Inc. Torrington WY WE SAIF NASDAQ 09/30/93 18.500 11.85 18.69 19.27
Maximum 18.500 17.99 21.77 22.50
Minimum 11.375 10.74 17.91 13.46
Average 14.038 13.91 20.04 18.83
Median 12.938 13.16 18.69 18.48
</TABLE>
Source: SNL & F&C calculations 8
<PAGE>
FERGUSON & CO., LLP FINANCIAL DATA AS OF MARCH 29, 1996
- -------------------
EXHIBIT VII.2 - COMPARATIVE GROUP SELECTED
<TABLE>
<CAPTION>
Tangible Return on Return on ROACE
Current Current Current Total Equity/ Equity/ Core Core Avg Assets Avg Assets Before
Price/ Price/ Tang Price/ Dividend Assets Assets Tang Assets EPS EPS Before Extra Before Extra Extra
Book Value Book Value Assets Yield ($000) (%) (%) ($) ($) (%) (%) (%)
Ticker (%) (%) (%) (%) MRQ MRQ MRQ LTM MRQ LTM MRQ LTM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BRFC 95.95 95.95 27.02 2.37 56,166 28.15 28.15 0.62 0.15 1.31 1.25 4.32
CCFH 78.13 78.13 16.87 3.33 79,578 21.60 21.60 NA 0.16 0.86 0.92 NA
CZF 87.28 87.39 17.27 2.14 78,218 18.28 18.26 NA 0.26 1.12 1.27 8.56
GUPB 79.13 79.13 19.17 2.96 66,821 24.23 24.23 NA 0.15 1.40 0.89 NA
GWBC 93.75 93.75 24.51 2.67 73,409 25.17 25.17 NA 0.22 1.14 1.43 5.85
HFSA 76.67 76.67 14.72 3.48 82,651 19.20 19.20 NA 0.16 0.55 0.77 NA
HHFC 81.91 81.91 15.28 3.33 70,314 18.65 18.65 0.67 0.15 0.88 0.73 4.75
KYF 87.15 87.15 23.17 4.04 74,186 26.58 26.58 NA 0.17 0.70 1.17 3.97
MIVI 83.64 83.64 16.78 2.81 68,334 20.07 20.07 NA 0.19 1.32 1.50 7.10
NSLB 75.76 75.76 18.55 4.08 56,552 24.49 24.49 NA 0.17 NA 1.05 NA
PCBC 95.59 95.59 19.94 1.67 77,318 20.86 20.86 NA 0.23 1.00 0.93 5.18
TRIC 87.84 87.84 18.03 2.70 65,766 20.52 20.52 0.99 0.24 1.01 0.98 4.95
Maximum 95.95 95.95 27.02 4.08 82,651 28.15 28.15 0.99 0.26 1.40 1.50 8.56
Minimum 75.76 75.76 14.72 1.67 56,166 18.28 18.26 0.62 0.15 0.55 0.73 3.97
Average 86.06 86.07 19.87 3.05 71,690 22.77 22.76 0.82 0.19 1.06 1.11 5.92
Median 85.40 85.40 18.29 2.89 71,862 21.23 21.23 0.67 0.17 1.01 1.02 5.07
</TABLE>
Source: SNL & F&C calculations 9
<PAGE>
FERGUSON & CO., LLP FINANCIAL DATA AS OF MARCH 29, 1996
- -------------------
EXHIBIT VII.2 - COMPARATIVE GROUP SELECTED
<TABLE>
<CAPTION>
ROACE Loans Loans
Before NPAs/ Loans/ Loans/ Deposits/ Borrowings/ Serviced Serviced/
Extra Current Assets Deposits Assets Assets Assets For Others Assets
(%) Pricing (%) (%) (%) (%) (%) ($000) (%)
Ticker MRQ Date MRQ MRQ MRQ MRQ MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BRFC 4.24 03/29/96 0.00 62.11 37.07 59.69 9.49 - -
CCFH 4.27 03/29/96 0.45 77.56 59.62 76.86 0.00 NA NA
CZF 6.99 03/29/96 0.20 66.85 53.43 79.92 0.00 1,743 2.23
GUPB 3.37 03/29/96 NA 86.11 51.24 59.50 14.97 - -
GWBC 5.44 03/29/96 0.06 31.90 23.16 72.59 0.00 - -
HFSA 3.98 03/29/96 0.11 62.91 50.40 80.12 0.00 4,999 6.05
HHFC 3.97 03/29/96 0.18 68.13 54.86 80.52 0.00 NA NA
KYF 4.34 03/29/96 NA 79.97 54.22 67.79 5.02 - -
MIVI 7.51 03/29/96 NA 81.48 64.51 79.17 0.00 NA NA
NSLB 4.38 03/29/96 0.06 66.57 49.37 74.16 0.00 - -
PCBC 4.50 03/29/96 0.05 14.82 11.61 78.33 0.00 NA NA
TRIC 4.82 03/29/96 0.34 57.42 38.92 67.79 10.64 248 0.38
Maximum 7.51 0.45 86.11 64.51 80.52 14.97 4,999 6.05
Minimum 3.37 - 14.82 11.61 59.50 - - -
Average 5.02 0.19 64.76 47.15 73.61 4.24 1,332 1.63
Median 4.36 0.11 66.71 50.82 75.51 - - -
</TABLE>
Source: SNL & F&C calculations 10
<PAGE>
EXHIBIT VIII
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT VIII
PRO FORMA ASSUMPTIONS
1. Net proceeds from the conversion were invested at the beginning of the
period at 5.40%, which was the approximate rate on the one-year treasury bill on
March 31, 1996. This rate was selected because it is considered more
representative of the rate the Association is likely to earn.
2. First Federal's ESOP will acquire 8% of the conversion stock with loan
proceeds obtained from the Holding Company; therefore, there will be no interest
expense. We assumed that the ESOP expense is 10% annually of the initial ESOP
purchase.
3. First Federal's RP will acquire 4% of the stock through open market
purchases at $10 per share and the expense is recognized ratably over five years
as the shares vest.
4. All pro forma income and expense items are adjusted for income taxes at a
combined state and federal rate of 36%.
5. In calculating the pro forma adjustments to net worth, the ESOP and RP are
deducted in accordance with generally accepted accounting principles.
6. Earnings per share calculations have ignored AICPA SOP 93-6. Calculating
earnings per share under SOP 93-6 and assuming 10% of the ESOP shares are
committed to be released and allocated to the individual accounts at the
beginning of the period would yield earnings per share of $1.34, $1.17, $1.04,
and $.94, and price to earnings ratios of 7.49, 8.56, 9.58, and 10.69, at the
minimum, midpoint, maximum, and supermaximum of the range, respectively.
1
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT VIII
PRO FORMA EFFECT OF CONVERSION PROCEEDS
AT THE MINIMUM OF THE CONVERSION VALUATION RANGE
VALUATION DATE AS OF APRIL 30, 1996
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION, OAKDALE, LOUISIANA
- ------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
1. Conversion Proceeds
Pro Forma Market Value $ 2,380,000
Less: Estimated Expenses (350,000)
----------------------
Net Conversion Proceeds $ 2,030,000
2. Estimated Additional Income From Conversion Proceeds
Net Conversion Proceeds $ 2,030,000
Less: ESOP Contributions (190,400)
RP Contributions (95,200)
---------------------
Net Conversion Proceeds after ESOP & RP $ 1,744,400
Estimated Incremental Rate of Return(1) 3.46%
---------------------
Estimated Additional Income $ 60,286
Less: ESOP Expense (12,186)
RP Expense (12,186)
---------------------
$ 35,915
=====================
3. Pro Forma Calculations
<CAPTION>
Before Conversion After
Period Conversion Results Conversion
---------------------------------------------------------
<S> <C> <C> <C>
a. Pro Forma Earnings
Twelve Months Ended
March 31, 1996 $ 259,000 $ 35,915 $ 294,915
b. Pro Forma Net Worth
March 31, 1996 $ 2,103,000 $ 1,744,400 $ 3,847,400
c. Pro Forma Net Assets
March 31, 1996 $ 29,605,000 $ 1,744,400 $ 31,349,400
</TABLE>
(1) Assumes Proceeds can be reinvested at 5.40 percent and earnings taxed at a
rate of 36.0 percent.
2
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT VIII
PRO FORMA EFFECT OF CONVERSION PROCEEDS
AT THE MIDPOINT OF THE CONVERSION VALUATION RANGE
VALUATION DATE AS OF APRIL 30, 1996
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION, OAKDALE, LOUISIANA
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
1. Conversion Proceeds
Pro Forma Market Valuation $ 2,800,000
Less: Estimated Expenses (350,000)
--------------------
Net Conversion Proceeds $ 2,450,000
2. Estimated Additional Income From Conversion Proceeds
Net Conversion Proceeds $ 2,450,000
Less: ESOP Contributions (224,000)
RP Contributions (112,000)
--------------------
Net Conversion Proceeds after ESOP & RP $ 2,114,000
Estimated Incremental Rate of Return(1) 3.46%
--------------------
Estimated Additional Income $ 73,060
Less: ESOP Expense (14,336)
RP Expense (14,336)
--------------------
$ 44,388
====================
3. Pro Forma Calculations
<CAPTION>
Before Conversion After
Period Conversion Results Conversion
--------------------------------------------------------------
<S> <C> <C> <C>
a. Pro Forma Earnings
Twelve Months Ended
March 31, 1996 $ 259,000 $ 44,388 $ 303,388
b. Pro Forma Net Worth
March 31, 1996 $ 2,103,000 $ 2,114,000 $ 4,217,000
c. Pro Forma Net Assets
March 31, 1996 $ 29,605,000 $ 2,114,000 $ 31,719,000
</TABLE>
(1) Assumes Proceeds can be reinvested at 5.40 percent and earnings taxed at a
rate of 36.0 percent.
3
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT VIII
PRO FORMA EFFECT OF CONVERSION PROCEEDS
AT THE MAXIMUM OF THE CONVERSION VALUATION RANGE
VALUATION DATE AS OF APRIL 30, 1996
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION, OAKDALE, LOUISIANA
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
1. Conversion Proceeds
Pro Forma Market Valuation $ 3,220,000
Less: Estimated Expenses (350,000)
----------------------
Net Conversion Proceeds $ 2,870,000
2. Estimated Additional Income From Conversion Proceeds
Net Conversion Proceeds $ 2,870,000
Less: ESOP Contributions (257,600)
RP Contributions (128,800)
----------------------
Net Conversion Proceeds after ESOP & RP $ 2,483,600
Estimated Incremental Rate of Return(1) 3.46%
----------------------
Estimated Additional Income $ 85,833
Less: ESOP Expense (16,486)
RP Expense (16,486)
----------------------
$ 52,860
======================
3. Pro Forma Calculations
<CAPTION>
Before Conversion After
Period Conversion Results Conversion
----------------------------------------------------------------
<S> <C> <C> <C>
a. Pro Forma Earnings
Twelve Months Ended
March 31, 1996 $ 259,000 $ 52,860 $ 311,860
b. Pro Forma Net Worth
March 31, 1996 $ 2,103,000 $ 2,483,600 $ 4,586,600
c. Pro Forma Net Assets
March 31, 1996 $ 29,605,000 $ 2,483,600 $ 32,088,600
</TABLE>
(1) Assumes Proceeds can be reinvested at 5.40 percent and earnings taxed at a
rate of 36.0 percent.
4
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT VIII
PRO FORMA EFFECT OF CONVERSION PROCEEDS
AT THE SUPERMAX OF THE CONVERSION VALUATION RANGE
VALUATION DATE AS OF APRIL 30, 1996
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION, OAKDALE, LOUISIANA
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
1. Conversion Proceeds
Pro Forma Market Valuation $ 3,703,000
Less: Estimated Expenses $ (350,000)
-------------------
Net Conversion Proceeds $ 3,353,000
-------------------
2. Estimated Additional Income From Conversion Proceeds
Net Conversion Proceeds $ 3,353,000
Less: ESOP Contributions $ (296,240)
RP Contributions $ (148,120)
-------------------
Net Conversion Proceeds after ESOP & RP $ 2,908,640
Estimated Incremental Rate of Return(1) 3.46%
-------------------
Estimated Additional Income $ 100,523
Less: ESOP Expense $ (18,959)
RP Expense $ (18,959)
-------------------
$ 62,604
===================
3. Pro Forma Calculations
<CAPTION>
Before Conversion After
Period Conversion Results Conversion
------------------------------------------------------------
<S> <C> <C> <C>
a. Pro Forma Earnings
Twelve Months Ended
March 31, 1996 $ 259,000 $ 62,604 $ 321,604
b. Pro Forma Net Worth
March 31, 1996 $ 2,103,000 $ 2,908,640 $ 5,011,640
c. Pro Forma Net Assets
March 31, 1996 $ 29,605,000 $ 2,908,640 $ 32,513,640
</TABLE>
(1) Assumes Proceeds can be reinvested at 5.40 percent and earnings taxed at a
rate of 36.0 percent.
5
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT VIII
PRO FORMA ANALYSIS SHEET
Name of Association: First Federal Savings and Loan Association, Oakdale,
Louisiana
Date of Market Prices: April 30, 1996
<TABLE>
<CAPTION>
LA Publicly All Publicly
Comparatives Held Thrifts Held Thrifts
------------ ------------ ------------
Symbols Value Mean Median Mean Median Mean Median
------------------------ ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Price-Earnings Ratio P/E
- --------------------
Last Twelve Months N/A
At Minimum of Range 8.07
At Midpoint of Range 9.23 18.75 18.62 12.18 12.18 13.92 13.44
At Maximum of Range 10.33
At Supermax of Range 11.51
Price-Book Ratio P/B
- ----------------
At Minimum of Range 61.86%
At Midpoint of Range 66.40% 86.06 84.41 107.22 93.40 113.78 108.77
At Maximum of Range 70.20%
At Supermax of Range 73.89%
Price-Asset Ratio P/A
- -----------------
At Minimum of Range 7.59%
At Midpoint of Range 8.83% 19.47 18.44 16.29 17.56 11.34 10.26
At Maximum of Range 10.03%
At Supermax of Range 11.39%
Twelve Mo. Earnings Base Y $ 259,000
Period Ended March 31, 1996
Book Value B $ 2,103,000
As of March 31, 1996
Total Assets A $ 29,605,000
As of March 31, 1996
Return on Money (1) R 3.46%
Conversion Expense X $ 350,000
Underwriting Commission C 0.00%
Percentage Underwritten S 0.00%
Estimated Dividend
Dollar Amount DA $ -
Yield DY 0.00%
ESOP Contributions P $ 224,000
RP Contributions I $ 112,000
ESOP Annual Expense E $ 14,336
RP Annual Contributions M $ 14,336
Cost of ESOP Borrowings F 0.00%
</TABLE>
(1) Assumes Proceeds can be reinvested at 5.40 percent and earnings taxed at a
rate of 36.0 percent.
6
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT VIII
PRO FORMA ANALYSIS SHEET
Calculation of Estimated Value (V) at Midpoint Value
1. V= P/A(A-X-P-I) $ 2,800,000
---------------------
1-P/A(1-(CxS))
2. V= P/B(B-X-P-I) $ 2,800,000
---------------------
1-P/B(1-(CxX))
3. V= P/E(Y-R(X+P+I)-(E+M+ST)) $ 2,800,000
---------------------------
1-P/E(R(1-(CxX))
Value
Estimated Value Per Share Total Shares Date
- --------------------- ----------- -------------- ----------------
2800000 $10.00 280,000 April 30, 1996
Range of Value
$2.8 million x 1.15 = $3.22 million or 322,000 shares at $10.00 per share
$2.8 million x .085 = $2.38 million or 238,000 shares at $10.00 per share
7
<PAGE>
CONVERSION VALUATION REPORT UPDATE
Valued as of June 13, 1996
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Oakdale, Louisiana
Prepared By:
Ferguson & Co., LLP
Suite 550
122 W. John Carpenter Freeway
Irving, Texas 75039
<PAGE>
[LETTERHEAD APPEARS HERE]
JUNE 18, 1996
BOARD OF DIRECTORS
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
222 SOUTH 10TH STREET
OAKDALE, LOUISIANA 71463
DEAR DIRECTORS:
We have completed and hereby provide, as of June 13, 1996, an updated
independent appraisal of the estimated pro forma market value of First Federal
Savings and Loan Association of Allen Parish, Oakdale, Louisiana ("First
Federal" or the "Association"), in connection with the conversion of First
Federal from the mutual to stock form of organization ("Conversion"). This
appraisal report update is furnished pursuant to the regulatory filing of the
Association's Application for Conversion ("Form AC") with the Office of Thrift
Supervision ("OTS"). The necessity for this update arises from recent changes in
the market receptivity for conversion stocks. Our original appraisal report,
dated April 30, 1996, is incorporated herein by reference.
In preparing this appraisal update, we reviewed our original appraisal and
the Form AC, including the proxy statement. We considered, among other items,
recent developments in stock market conditions. In addition, where appropriate,
we considered information based on other available published sources that we
believe is reliable; however, we cannot guarantee the accuracy or completeness
of such information.
Our appraisal update is based on the Association's representation that the
information in the application for conversion and additional evidence furnished
us by the Association are accurate and complete. We did not independently verify
the financial statements and other information furnished by the Association, nor
did we independently value its assets and liabilities. The appraisal update
considers the Association as a going concern and should not be considered as an
indication of its liquidation value.
Our valuation is not intended, and must not be construed, as a
recommendation of any kind as to the advisability of purchasing shares of common
stock in the conversion. Moreover, because such valuation is necessarily based
upon estimates and projections of a number of matters, all of which are subject
to change from time to time, no assurance can be given that
<PAGE>
Board of Directors
June 18, 1996
Page 2
persons who purchase shares of common stock in the conversion will thereafter be
able to sell such shares at prices related to the foregoing estimate of the
Association's pro forma market value. Ferguson & Co., LLP is not a seller of
securities within the meaning of any federal or state securities laws and any
report prepared by Ferguson & Co., LLP shall not be used as an offer or
solicitation with respect to the purchase or sale of any securities.
RECENT FINANCIAL PERFORMANCE
- ----------------------------
The Association has a December 31 fiscal year. The Form AC has December 31,
1995, audited financial statements and unaudited March 31, 1996, stub period
financial statements. Our original appraisal of April 30, 1996, was based on
March 31, 1996, financial statements. Accordingly, this appraisal update
utilizes the same financial statements that were used in the original appraisal.
GENERAL
- -------
Since our original appraisal as of April 30, 1996, the overall thrift
equity market has shown little movement in value. Exhibit I shows the movement
of the SNL Thrift index from December 31, 1994, to June 13, 1996, the date of
this update. The table shows that the index increased by 2.0% during the update
period. The general level of interest rates has increased during the update
period, especially for longer maturities (see Exhibit II). There have been no
Federal Reserve Board adjustments to rates during the update period.
Exhibit III provides information on thrift conversions completed since
November 30, 1995. Two of the 29 thrifts have experienced no change in value
while 20 have increased in value and 7 have decreased in value since conversion.
The thrifts have averaged an increase of 11.48%, with a median increase of
5.00%. Individual changes have ranged from a decrease of 6.90% to an increase of
63.75%. Short term price increases have occurred as follows: One day--average
13.11%, median 11.25%; one week--average 13.60%, median 12.50%; and one month--
average 12.10%, median 10.00%.
The most recent conversions (those completed since March 31, 1996) are
demonstrating resistance to the higher pricing ratios for conversions. There
have been 15 conversions completed since March 31, 1996, with 1 experiencing no
change in value, 5 decreasing in value, and 9 increasing in value. This group
has averaged an increase of 6.77%, with a median increase of 1.25%. Individual
changes have ranged from a decrease of 6.90% to an increase of 36.25%. Short
term price increases have occurred as follows: One day--average 9.55%, median
5.00%; one week--average 9.33%, median 6.25%; and one month--average 8.85%,
median 4.38%.
Exhibit IV provides information on Pink Sheet thrift conversions closed
since May 31, 1995. Post conversion market information confirms the weakening of
conversion stocks.
<PAGE>
Board of Directors
June 18, 1996
Page 3
The group of comparative institutions, which is included in Exhibit VI,
experienced an average decrease in per share value of .85% and a median decrease
in value of 2.37% during the update period, with nine decreasing in value, and
three increasing in value.
During 1993, it was not unusual for conversion stocks to increase in price
by 30% immediately. As pointed out above, most recent conversions have
experienced more modest increases. Conversions completed since March 31, 1996,
with some isolated exceptions, have been relatively flat. Conversions closed
since March 31, 1996, have averaged 71.6% price to book, with a median of 71.9%
price to book.
VALUATION APPROACH
- ------------------
Table VII indicates the pro forma market valuation of First Federal versus
the comparative group and all publicly held thrifts. Pro forma pricing ratios
for First Federal are based on the financial information shown in Exhibit IX.
Pro forma earnings are based on currently available interest rates and pro forma
assets and book value information are taken from the March 31, 1996, financial
data included in the offering circular.
At the adjusted $2,500,000 midpoint of the range, First Federal is valued
at 63.2% of pro forma book value, representing a discount of 26.6% from the mean
and 27.7% from the median of the comparative group. The midpoint price is 8.4
times pro forma earnings, representing a discount of 56.9% from the mean and
56.3% from the median of the comparative group.
As compared to all publicly held thrifts, at the midpoint of the range,
First Federal's price earnings ratio represents a discount of 40.4% from the
mean and 38.2% from the median. First Federal's value of 63.2% of pro forma book
value is well below the mean of 113.7% and median of 109.3% of all publicly held
thrifts.
As compared to thrift conversions completed within the past six months (see
Exhibit III), First Federal's price to pro forma book of 63.2% represents a
11.1% discount from the mean and a discount of 11.1% from the median. And its
price earnings ratio of 8.4 represents a 52.8% discount from the mean and a
51.2% discount from the median.
As compared to pink sheet conversions completed within the past year (see
Exhibit IV), First Federal's price to pro forma book of 63.2% represents a 5.2%
discount from the mean and a discount of 6.1% from the median. And its price
earnings ratio of 8.4 represents a 45.5% discount from the mean and a 45.8%
discount from the median.
<PAGE>
Board of Directors
June 18, 1996
Page 4
CONCLUSION
- ----------
In our opinion, First Federal's estimated pro forma market value at June
13, 1996, was $2,500,000, which decreased $300,000, or 10.7% from our original
appraisal as of April 30, 1996. The resulting valuation range is $2,125,000 at
the minimum to $2,875,000 at the maximum, based on a range of 15% below and 15%
above the midpoint valuation. The supermaximum is $3,306,250 based on 1.15 times
the maximum. Pro forma comparisons with the comparative group are presented in
Exhibit VII based on calculations shown in Exhibit IX.
During the update period from April 30, 1996, to June 13, 1996, thrift
equity markets have shown little change. Interest rates have increased
moderately on the long side The SNL Thrift Index increased 2.0%, the average
value of the comparative group decreased .85%, and the median value of the
comparative group decreased 2.37%. Recent conversions have shown a weakened
receptivity, with several decreasing in value and several others remaining flat.
Considering all of the above factors together, we believe the 10.7% decrease in
the midpoint value is justified.
Our opinion is based upon circumstances as of the date hereof, including
current conditions in the United States securities markets. Events occurring
after the date hereof, including, but not limited to, changes affecting the
United States securities markets and subsequent results of operations of First
Federal, could materially affect the assumptions used in preparing this opinion.
Respectfully,
Ferguson & Co., LLP
[SIGNATURE ILLEGIBLE]
Robin L. Fussell
Principal
<PAGE>
EXHIBITS
<PAGE>
LIST OF EXHIBITS
<TABLE>
<CAPTION>
Title Page
- -------- ------
<S> <C>
Exhibit I - SNL Index 1
Exhibit II - Selected Interest Rates 2
Exhibit III -Recent Conversions 3
Exhibit IV - Recent Pink Sheet Conversions 5
Exhibit V - Selected Publicly
Held Thrifts 7
Exhibit VI - Comparative Group
Price Changes 23
Exhibit VII -Pro Forma Comparisons 24
Exhibit VIII - Comparison of Pricing Ratios 25
Exhibit IX - Pro Forma Assumptions 26
Pro Forma Effect of
Conversion Proceeds 27
Pro Forma Analysis Sheet 31
</TABLE>
<PAGE>
FERGUSON & CO., LLP EXHIBIT I - SNL INDEX
- -------------------
<TABLE>
<CAPTION>
PERCENT CHANGE SINCE
-----------------------------------------
SNL PREVIOUS
DATE INDEX DATE 12/31/94 12/31/95 4/30/96
---- ----- ---- -------- -------- -------
<S> <C> <C> <C> <C> <C>
12/31/94 244.7
3/31/95 278.4 13.8% 13.8%
6/30/95 313.5 12.6% 28.1%
9/30/95 362.3 15.6% 48.1%
12/31/95 376.5 3.9% 53.9%
3/31/96 382.1 1.5% 56.2% 1.5%
4/30/96 377.2 -1.3% 54.1% 0.2%
5/31/96 383.0 1.5% 56.5% 1.7% 1.5%
6/13/96 384.8 0.5% 57.3% 2.2% 2.0%
</TABLE>
[GRAPH OF SNL INDEX APPEARS HERE]
SOURCE: SNL & F&C CALCULATIONS 1
<PAGE>
FERGUSON & CO., LLP
- --------------------
EXHIBIT II - SELECTED INTEREST RATES
<TABLE>
<CAPTION>
BP Increase
6/14/96 5/03/96 (Decrease)
----------- ------------- ---------------
<S> <C> <C> <C>
Federal funds rate 5.24 5.30 (0.06)
3 month T-bill discount 5.13 5.00 0.13
1 year T-bill discount 5.54 5.33 0.21
5 year treasury rate 6.78 6.46 0.32
10 year treasury rate 7.00 6.74 0.26
Long term treasury rate 7.24 7.04 0.20
</TABLE>
SOURCE: FEDERAL RESERVE BANK
OF ST. LOUIS
2
<PAGE>
FERGUSON & CO., LLP EXHIBIT III - RECENT CONVERSIONS
- -------------------
(SINCE NOVEMBER 30, 1995)
<TABLE>
<CAPTION>
CONVERSION PRICING RATIOS
---------------------------------
Price/ Price/ Price/
Conversion Gross Offering Pro-Forma Pro-Forma Adjusted
Assets Proceeds Price Book Value Earnings Assets
Ticker Short Name State IPO Date ($000) ($000) ($) (%) (x) (%)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LXMO Lexington B&L Financial Corp. MO 06/06/96 49,981 12,650 10.000 69.1 14.4 20.2
FFBH First Federal Bancshares of AR AR 05/03/96 454,479 51,538 10.000 63.4 9.8 10.2
CBK Citizens First Financial Corp. IL 05/01/96 227,872 28,175 10.000 73.1 15.3 11.0
RELI Reliance Bancshares, Inc. WI 04/19/96 32,260 20,499 8.000 72.5 22.5 38.9
CATB Catskill Financial Corp NY 04/18/96 230,102 56,868 10.000 71.9 19.0 19.8
YFCB Yonkers Financial Corporation NY 04/18/96 208,283 35,708 10.000 74.9 16.1 14.6
GSFC Green Street Financial Corp. NC 04/04/96 151,028 42,981 10.000 71.0 14.8 22.2
FFDF FFD Financial Corp. OH 04/03/96 58,955 14,548 10.000 69.9 17.4 19.8
AMFC AMB Financial Corp. IN 04/01/96 68,851 11,241 10.000 70.8 18.2 14.0
FBER 1st Bergen Bancorp NJ 04/01/96 223,167 31,740 10.000 74.8 21.7 12.5
LONF London Financial Corporation OH 04/01/96 34,152 5,290 10.000 68.5 22.4 13.4
PHFC Pittsburgh Home Financial Corp PA 04/01/96 157,570 21,821 10.000 72.8 17.5 12.2
SSB Scotland Bancorp, Inc NC 04/01/96 57,718 18,400 10.000 74.8 16.2 24.2
SSM Stone Street Bancorp, Inc. NC 04/01/96 84,996 27,376 15.000 74.9 19.7 24.4
WHGB WHG Bancshares Corp. MD 04/01/96 85,027 16,201 10.000 71.1 15.5 16.0
CRZY Crazy Woman Creek Bancorp WY 03/29/96 37,510 10,580 10.000 69.7 16.4 22.0
PFFB PFF Bancorp, Inc. CA 03/29/96 1,899,412 198,375 10.000 69.0 26.6 9.5
FCB Falmouth Co-Operative Bank MA 03/28/96 73,735 14,548 10.000 68.7 19.9 16.5
CFTP Community Federal Bancorp MS 03/26/96 162,042 46,288 10.000 71.4 14.0 22.2
GAF GA Financial, Inc. PA 03/26/96 476,259 89,000 10.000 70.5 13.8 15.7
BYFC Broadway Financial Corp. CA 01/09/96 102,512 8,927 10.000 68.5 13.3 8.0
LFBI Little Falls Bancorp, Inc. NJ 01/05/96 196,394 30,418 10.000 71.4 31.9 13.4
CLAS Classic Bancshares, Inc. KY 12/29/95 60,911 13,225 10.000 69.3 17.2 17.8
HFNC HFNC Financial Corp. NC 12/29/95 591,319 171,925 10.000 71.2 15.8 22.5
PEEK Peekskill Financial Corp. NY 12/29/95 155,716 40,998 10.000 70.8 14.1 20.8
JOAC Joachim Bancorp, Inc. MO 12/28/95 30,711 7,604 10.000 72.0 18.8 19.8
AHCI Ambanc Holding Co., Inc. NY 12/27/95 344,856 54,223 10.000 72.0 22.1 13.6
PDB Piedmont Bancorp, Inc. NC 12/08/95 95,094 26,450 10.000 71.5 14.1 21.8
PBIX Patriot Bank Corp. PA 12/04/95 229,300 37,691 10.000 71.0 18.0 14.1
12-01-95 THROUGH 6-13-96
-------------------------------
Maximum 1,899,412 198,375 15.000 7.49 31.9 38.9
Minimum 30,711 5,290 8.000 63.4 9.8 8.0
Average 226,904 39,493 10.103 71.1 17.8 17.6
Median 151,028 27,376 10.000 71.1 17.2 16.5
4-01-96 THROUGH 6-13-96
-------------------------------
Maximum 454,479 56,868 15.000 74.9 22.5 38.9
Minimum 32,260 5,290 8.000 63.4 9.8 10.2
Average 141,629 26,336 10.200 71.6 17.4 18.2
Median 85,027 21,821 10.000 71.9 17.4 16.0
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 3
<PAGE>
FERGUSON & CO., LLP EXHIBIT III - RECENT CONVERSIONS
(SINCE NOVEMBER 30, 1995)
<TABLE>
<CAPTION>
Current Current Current Price One Price One Price One Price Increase (decrease)
------------------------------------
Stock Price/ Price/ Tang Day After Week After Month After One One One To
Price Book Value Book Value Conversion Conversion Conversion Day Week Month Date
Ticker ($) (%) (%) ($) ($) ($) (%) (%) (%) (%)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LXMO 9.750 NA NA 9.500 9.750 NA (5.00) (2.50) NA (2.50)
FFBH 13.625 NA NA 13.000 13.250 13.690 30.00 32.50 36.90 36.25
CBK 9.875 NA NA 10.500 10.000 10.125 5.00 - 1.25 (1.25)
RELI 7.875 NA NA 8.375 8.250 7.940 4.69 3.13 (0.75) (1.56)
CATB 10.125 NA NA 10.375 10.625 10.375 3.75 6.25 3.75 1.25
YFCB 9.625 NA NA 9.750 10.125 9.940 (2.50) 1.25 (0.60) (3.75)
GSFC 12.500 NA NA 12.875 12.250 12.310 28.75 22.50 23.10 25.00
FFDF 10.000 NA NA 10.500 10.500 10.310 5.00 5.00 3.10 -
AMFC 10.250 NA NA 10.500 10.500 10.500 5.00 5.00 5.00 2.50
FBER 9.310 NA NA 10.000 9.500 9.625 - (5.00) (3.75) (6.90)
LONF 10.500 NA NA 10.812 10.625 10.125 8.12 6.25 1.25 5.00
PHFC 10.125 NA NA 11.000 11.000 10.625 10.00 10.00 6.25 1.25
SSB 12.375 NA NA 12.250 12.500 11.750 22.50 25.00 17.50 23.75
SSM 16.875 NA NA 17.500 18.000 17.750 16.67 20.00 18.33 12.50
WHGB 11.000 NA NA 11.125 11.060 11.250 11.25 10.60 12.50 10.00
CRZY 10.250 69.87 69.87 NA 10.750 10.500 NA 7.50 5.00 2.50
PFFB 11.310 77.63 78.54 11.375 11.625 11.625 13.75 16.25 16.25 13.10
FCB 10.375 69.91 69.91 10.750 11.250 10.750 7.50 12.50 7.50 3.75
CFTP 13.500 94.14 94.14 12.625 12.875 12.625 26.25 28.75 26.25 35.00
GAF 10.875 75.84 75.84 11.375 11.500 11.000 13.75 15.00 10.00 8.75
BYFC 10.000 67.89 67.89 10.375 10.250 10.250 3.75 2.50 2.50 -
LFBI 9.750 68.37 74.31 11.313 11.375 11.000 13.13 13.75 10.00 (2.50)
CLAS 11.000 74.53 74.53 11.750 11.750 11.500 17.50 17.50 15.00 10.00
HFNC 16.375 115.24 115.24 13.125 13.375 13.250 31.25 33.75 32.50 63.75
PEEK 11.875 75.49 75.49 12.125 11.750 11.250 21.25 17.50 12.50 18.75
JOAC 12.125 85.75 85.75 13.500 13.000 12.500 35.00 30.00 25.00 21.25
AHCI 9.440 68.06 68.06 10.000 10.310 9.875 - 3.10 (1.25) (5.60)
PDB 13.375 95.20 95.20 NA 12.875 12.500 NA 28.75 25.00 33.75
PBIX 12.875 83.23 83.23 12.750 12.750 12.875 27.50 27.50 28.75 28.75
12-01-95 through 6-13-96
-------------------------
Maximum 16.875 115.24 115.24 17.500 18.000 17.750 35.00 33.75 36.90 63.75
Minimum 7.875 67.89 67.89 8.375 8.250 7.940 (5.00) (5.00) (3.75) (6.90)
Average 11.274 80.08 80.57 11.449 11.496 11.351 13.11 13.60 12.10 11.48
Median 10.500 75.67 75.67 11.125 11.250 11.000 11.25 12.50 10.00 5.00
4-01-96 through 6-13-96
-------------------------
Maximum 16.875 NA NA 17.500 18.000 17.750 30.00 32.50 36.90 36.25
Minimum 7.875 NA NA 8.375 8.250 7.940 (5.00) (5.00) (3.75) (6.90)
Average 10.921 NA NA 11.204 11.196 11.165 9.55 9.33 8.85 6.77
Median 10.125 NA NA 10.500 10.625 10.438 5.00 6.25 4.38 1.25
</TABLE>
4
<PAGE>
FERGUSON & CO., LLP EXHIBIT IV - RECENT PINK SHEET CONVERSIONS (SINCE
- -------------------
MAY 31, 1995)
<TABLE>
<CAPTION>
Conversion IPO IPO
Assets Proceed Price
Ticker Short Name State IPO Date ($000) ($000) ($)
<S> <C> <C> <C> <C> <C> <C>
NSGB North Cincinnati Savings Bank OH 05/01/96 56,637 3,968 10.000
PATD Patapsco Bancorp, Inc. MD 04/02/96 77,144 7,251 20.000
WBIO Washington Bancorp IA 03/12/96 55,202 6,575 10.000
HSSC Home Savings Bank of Siler Cty NC 11/16/95 43,989 8,963 10.000
NCFD NCF Financial Corporation KY 10/15/95 28,988 7,705 10.000
IGSV Illinois Guarantee Savings FSB IL 09/29/95 35,112 5,025 10.000
FSVF First Savings Financial Corp NC 09/25/95 55,283 9,484 10.000
ESBI ESB Bancorp, Incorporated NC 09/21/95 27,915 4,025 10.000
REDW Redwood Financial, Inc. MN 07/10/95 42,714 9,000 8.000
Maximum 77,144 9,484 20.000
Minimum 27,915 3,968 8.00
Average 46,998 6,888 10.889
Median 43,989 7,251 10.000
</TABLE>
SOURCE: SNL & F&C CALCULATIONS
5
<PAGE>
FERGUSON & CO., LLP EXHIBIT IV - RECENT PINK SHEET CONVERSIONS (SINCE MAY
- -------------------
31, 1995)
<TABLE>
<CAPTION>
Conversion Pricing Ratios
---------------------------------------------------------------
Price/ Price/ Price/ Price/
Pro-Forma Pro-Forma Pro-Forma Adjusted)
Book Value Tang. Book Earnings Assets
Ticker (%) (%) (x) (%)
<S> <C> <C> <C> <C>
NSGB 65.0 65.0 NA 6.5
PATD 60.0 60.0 16.6 8.6
WBIO 65.4 65.4 12.7 10.6
HSSC 69.0 NM 21.0 16.9
NCFD 68.0 68.0 15.3 21.0
IGSV 69.3 69.3 15.7 12.5
FSVF 70.2 70.2 19.6 14.6
ESBI 66.0 66.0 11.4 12.6
REDW 67.3 67.3 11.1 17.4
Maximum 70.2 70.2 21.0 21.0
Minimum 60.0 60.0 11.1 6.5
Average 66.7 66.4 15.4 13.4
Median 67.3 66.7 15.5 12.6
<CAPTION>
Price
Current Current Current Current Increase
Stock Price/ Price/ Tang Price/ Decrease)
Price B Value B Value Earnings To Date
Ticker ($) (%) (%) (x) (%)
<S> <C> <C> <C> <C> <C>
NSGB 10.750 NA NA NA 7.50
PATD 24.250 NA NA NA 21.25
WBIO 10.500 66.5 66.5 NA 5.00
HSSC 14.500 97.0 97.0 16.5 45.00
NCFD 13.000 84.8 84.8 27.1 30.00
IGSV 11.750 79.5 79.5 13.4 17.50
FSVF 12.250 99.8 99.8 NM 22.50
ESBI 14.125 88.1 88.1 19.6 41.25
REDW 9.250 76.0 76.0 23.1 15.63
Maximum 24.250 99.8 99.8 27.1 45.00
Minimum 9.250 66.5 66.5 13.4 5.00
Average 13.375 84.5 84.5 19.9 22.85
Median 12.250 84.8 84.8 19.6 21.25
</TABLE>
SOURCE: SNL & F&C CALCULATIONS
6
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT V - SELECTED PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Deposit Current
Insurance Stock
Agency Price
Ticker Short Name City State Region (BIF/SAI) Exchange IPO Date ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AADV Advantage Bancorp, Inc. Kenosha WI MW SAIF NASDAQ 03/23/92 33.500
ABCW Anchor BanCorp Wisconsin Madison WI MW SAIF NASDAQ 07/16/92 34.000
AFFFZ America First Financial Fund San Francisco CA WE SAIF NASDAQ NA 26.375
ALBK ALBANK Financial Corp Albany NY MA SAIF NASDAQ 04/01/92 27.000
AMFB American Federal Bank Greenville SC SE SAIF NASDAQ 01/19/89 15.500
ANDB Andover Bancorp, Inc. Andover MA NE BIF NASDAQ 05/08/86 24.375
ASBI Ameriana Bancorp New Castle IN MW SAIF NASDAQ 03/02/87 13.000
ASFC Astoria Financial Corporation Lake Success NY MA SAIF NASDAQ 11/18/93 27.625
BANC BankAtlantic Bancorp, Inc. Fort Lauderdale FL SE SAIF NASDAQ 11/29/83 13.500
BFSB Bedford Bancshares, Inc. Bedford VA SE SAIF NASDAQ 08/22/94 16.625
BFSI BFS Bankorp, Inc. New York NY MA SAIF NASDAQ 05/12/88 38.500
BKC American Bank of Connecticut Waterbury CT NE BIF AMSE 12/01/81 24.375
BKCO Bankers Corp. Perth Amboy NJ MA BIF NASDAQ 03/16/90 17.250
BKCT Bancorp Connecticut, Inc. Southington CT NE BIF NASDAQ 07/03/86 21.000
BRFC Bridgeville Savings Bank Bridgeville PA MA SAIF NASDAQ 10/07/94 13.750
BSBC Branford Savings Bank Branford CT NE BIF NASDAQ 11/04/86 3.500
BTHL Bethel Bancorp Portland ME NE BIF NASDAQ 08/19/87 13.000
CAFI Camco Financial Corporation Cambridge OH MW SAIF NASDAQ NA 19.750
CAL Cal Fed Bancorp, Inc. Los Angeles CA WE SAIF NYSE 03/01/83 18.625
CAPS Capital Savings Bancorp, Inc. Jefferson City MO MW SAIF NASDAQ 12/29/93 18.000
CARV Carver Federal Savings Bank New York NY MA SAIF NASDAQ 10/25/94 7.875
CASH First Midwest Financial, Inc. Storm Lake IA MW SAIF NASDAQ 09/20/93 23.500
CBCI Calumet Bancorp, Inc. Dolton IL MW SAIF NASDAQ 02/20/92 28.500
CBCO CB Bancorp, Inc. Michigan City IN MW SAIF NASDAQ 12/28/92 17.250
CBNH Community Bankshares, Inc. Concord NH NE BIF NASDAQ 05/08/86 17.500
CBSA Coastal Bancorp, Inc. Houston TX SW SAIF NASDAQ NA 18.625
CEBK Central Co-Operative Bank Somerville MA NE BIF NASDAQ 10/24/86 15.500
CENF CENFED Financial Corp. Pasadena CA WE SAIF NASDAQ 10/25/91 20.750
CFB Commercial Federal Corporation Omaha NE MW SAIF NYSE 12/31/84 38.750
CFCP Coastal Financial Corp. Myrtle Beach SC SE SAIF NASDAQ 09/26/90 20.190
CFCX Center Financial Corp. Waterbury CT NE BIF NASDAQ 08/13/86 22.563
CFFC Community Financial Corp. Staunton VA SE SAIF NASDAQ 03/30/88 20.000
CFSB CFSB Bancorp, Inc. Lansing MI MW SAIF NASDAQ 06/22/90 20.250
CFX CFX Corporation Keene NH NE BIF AMSE 02/12/87 14.000
CIBI Community Investors Bancorp Bucyrus OH MW SAIF NASDAQ 02/07/95 15.750
CMSB Commonwealth Savings Bank, M Valley Forge PA MA SAIF NASDAQ 01/24/94 21.500
CMSV Community Savings, MHC North Palm Beach FL SE SAIF NASDAQ 10/24/94 15.500
CNIT CENIT Bancorp, Inc. Norfolk VA SE SAIF NASDAQ 08/06/92 34.250
<CAPTION>
Current Price/ Current Current
Market LTM Price/ Price/ T Price/
Value Core EPS Book V Book V Assets
Ticker ($M) (x) (%) (%) (%)
<S> <C> <C> <C> <C> <C>
AADV 115.63 15.88 128.65 148.49 11.79
ABCW 167.77 13.08 141.67 145.49 9.56
AFFFZ 158.53 9.19 103.35 105.84 6.79
ALBK 367.34 13.37 114.50 129.75 11.02
AMFB 169.41 9.69 156.88 170.14 12.64
ANDB 103.49 10.37 119.25 119.25 9.06
ASBI 43.23 14.13 96.94 97.09 11.28
ASFC 605.46 13.48 105.60 129.82 9.03
BANC 158.97 11.34 115.88 126.17 9.65
BFSB 19.62 13.30 98.61 98.61 16.89
BFSI 62.97 6.86 136.57 136.57 11.12
BKC 55.72 23.67 125.84 132.69 10.78
BKCO 220.70 10.52 117.43 119.96 11.52
BKCT 56.62 13.55 130.43 130.43 14.10
BRFC 15.46 22.92 97.31 97.31 27.74
BSBC 18.13 16.67 151.52 151.52 13.16
BTHL 15.76 17.57 94.82 112.95 7.17
CAFI 38.94 12.12 136.02 136.02 11.33
CAL 918.45 12.09 142.39 142.39 6.43
CAPS 17.77 9.94 88.50 88.50 9.23
CARV 18.23 18.31 52.08 54.76 5.02
CASH 42.05 14.97 108.20 116.05 13.58
CBCI 72.10 13.57 89.09 89.09 15.13
CBCO 20.50 8.89 109.25 109.25 10.01
CBNH 42.28 12.24 113.12 113.12 8.18
CBSA 92.34 9.80 100.68 124.08 3.29
CEBK 29.97 16.85 94.63 108.47 9.42
CENF 104.40 15.37 98.72 98.95 4.94
CFB 583.85 10.39 145.84 162.34 8.82
CFCP 55.36 15.18 206.23 206.23 12.55
CFCX 326.88 20.15 145.94 156.25 8.91
CFFC 25.39 12.50 115.94 115.94 15.89
CFSB 90.64 14.06 141.61 141.61 11.75
CFX 105.86 15.38 116.76 130.84 11.05
CIBI 11.04 13.24 93.03 93.03 12.88
CMSB 185.79 18.70 135.05 153.68 11.21
CMSV 75.47 18.02 100.98 100.98 11.93
CNIT 55.02 17.93 118.14 122.72 8.24
</TABLE>
<PAGE>
FERGUSON & CO., LLP EXHIBIT V - SELECTED PUBLICLY HELD THRIFTS
- -------------------
<TABLE>
<CAPTION>
Deposit Current Current
Insurance Stock Market
Agency Price Value
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CNSK Covenant Bank for Savings Haddonfield NJ MA BIF NASDAQ NA 12.000 23.51
COFD Collective Bancorp, Inc. Egg Harbor City NJ MA SAIF NASDAQ 02/07/84 24.250 494.88
COFI Charter One Financial Cleveland OH MW SAIF NASDAQ 01/22/88 35.500 1,601.57
CSA Coast Savings Financial Los Angeles CA WE SAIF NYSE 12/23/85 32.750 608.60
CTBK Center Banks Incorporated Skaneateles NY MA BIF NASDAQ 06/02/86 13.750 12.81
CTZN CitFed Bancorp, Inc. Dayton OH MW SAIF NASDAQ 01/23/92 36.750 208.94
CVAL Chester Valley Bancorp Inc. Downingtown PA MA SAIF NASDAQ 03/27/87 18.625 29.42
DIBK Dime Financial Corp. Wallingford CT NE BIF NASDAQ 07/09/86 14.500 72.85
DME Dime Bancorp, Inc. New York NY MA BIF NYSE 08/19/86 13.125 1,297.37
DNFC D & N Financial Corp. Hancock MI MW SAIF NASDAQ 02/13/85 12.940 88.37
DSBC DS Bancor, Inc. Derby CT NE BIF NASDAQ 12/11/85 31.750 96.25
DSL Downey Financial Corp. Newport Beach CA WE SAIF NYSE 01/01/71 21.000 356.43
EBCP Eastern Bancorp Dover NH NE SAIF NASDAQ 11/17/83 24.500 58.75
EBSI Eagle Bancshares Tucker GA SE SAIF NASDAQ 04/01/86 16.125 50.26
EFBI Enterprise Federal Bancorp Lockland OH MW SAIF NASDAQ 10/17/94 14.250 29.49
EGFC Eagle Financial Corp. Bristol CT NE SAIF NASDAQ 02/03/87 23.750 106.67
EQSB Equitable Federal Savings Bank Wheaton MD MA SAIF NASDAQ 09/10/93 24.250 14.55
ETFS East Texas Financial Services Tyler TX SW SAIF NASDAQ 01/10/95 14.750 16.72
FBCI Fidelity Bancorp, Inc. Chicago IL MW SAIF NASDAQ 12/15/93 16.750 51.67
FBHC Fort Bend Holding Corp. Rosenberg TX SW SAIF NASDAQ 06/30/93 17.750 14.51
FBSI First Bancshares, Inc. Mountain Grove MO MW SAIF NASDAQ 12/22/93 15.500 20.17
FCBF FCB Financial Corp. Neenah WI MW SAIF NASDAQ 09/24/93 17.750 44.60
FCIT First Citizens Financial Corp. Gaithersburg MD MA SAIF NASDAQ 12/17/86 17.750 51.75
FESX First Essex Bancorp, Inc. Andover MA NE BIF NASDAQ 08/04/87 10.560 63.73
FFBI First Financial Bancorp, Inc. Belvidere IL MW SAIF NASDAQ 10/04/93 16.000 7.55
FFBS FFBS BanCorp, Inc. Columbus MS SE SAIF NASDAQ 07/01/93 22.750 35.78
FFBZ First Federal Bancorp, Inc. Zanesville OH MW SAIF NASDAQ 07/13/92 24.500 19.22
FFCH First Financial Holdings Inc. Charleston SC SE SAIF NASDAQ 11/10/83 19.125 121.75
FFEC First Fed Bncshrs Eau Claire Eau Claire WI MW SAIF NASDAQ 10/12/94 15.125 103.69
FFED Fidelity Federal Bancorp Evansville IN MW SAIF NASDAQ 08/31/87 12.000 29.92
FFES First Federal of East Hartford East Hartford CT NE SAIF NASDAQ 06/23/87 17.750 46.04
FFFC FFVA Financial Corp. Lynchburg VA SE SAIF NASDAQ 10/12/94 17.500 94.95
FFFG F.F.O. Financial Group, Inc. St. Cloud FL SE SAIF NASDAQ 10/13/88 2.690 22.68
FFFL Fidelity FSB of Florida, MHC West Palm Beach FL SE SAIF NASDAQ 01/07/94 13.500 90.72
FFHC First Financial Corp. Stevens Point WI MW SAIF NASDAQ 12/24/80 22.250 664.94
FFHH FSF Financial Corp. Hutchinson MN MW SAIF NASDAQ 10/07/94 12.000 41.73
FFHS First Franklin Corporation Cincinnati OH MW SAIF NASDAQ 01/26/88 15.000 17.80
FFKY First Federal Financial Corp. Elizabethtown KY MW SAIF NASDAQ 07/15/87 22.000 92.74
<CAPTION>
Price/ Current Current
LTM Price/ Price/ T Price/
Core EPS Book V Book V Assets
Ticker (x) (%) (%) (%)
<S> <C> <C> <C> <C>
CNSK 15.58 141.68 141.68 6.94
COFD 9.51 138.81 149.41 9.78
COFI 11.91 176.09 178.93 12.16
CSA 18.50 143.08 145.49 7.39
CTBK 10.74 84.25 84.25 5.96
CTZN 16.33 120.02 138.47 8.04
CVAL 12.50 117.06 117.06 10.72
DIBK 6.71 136.41 143.56 10.85
DME 15.81 142.82 144.23 6.68
DNFC 8.63 127.36 129.40 7.17
DSBC 13.99 117.64 121.79 7.71
DSL 14.00 91.98 93.62 7.66
EBCP 14.94 92.52 98.28 7.12
EBSI 10.90 135.39 135.39 9.00
EFBI 21.59 94.43 94.62 14.61
EGFC 13.57 104.67 144.64 7.47
EQSB 7.46 106.59 106.59 5.59
ETFS 17.35 78.00 78.00 15.31
FBCI 19.03 99.05 99.41 11.93
FBHC 11.16 82.56 82.56 5.94
FBSI 17.42 84.88 85.07 14.36
FCBF 17.93 94.52 94.52 17.44
FCIT 16.75 131.97 131.97 8.29
FESX 9.96 103.73 103.73 7.95
FFBI 17.20 95.98 95.98 8.52
FFBS 21.26 138.47 138.47 28.96
FFBZ 11.24 152.74 152.93 11.10
FFCH 11.45 127.16 127.16 8.40
FFEC 18.01 107.73 112.29 15.42
FFED 10.17 210.53 210.53 10.68
FFES 9.24 79.60 79.88 4.93
FFFC 15.49 104.23 106.38 18.34
FFFG 16.81 123.39 123.39 7.42
FFFL 19.85 110.84 112.22 11.46
FFHC 9.93 167.29 176.31 12.27
FFHH 24.00 78.74 78.74 14.18
FFHS 14.42 86.66 86.66 8.23
FFKY 19.30 188.03 201.65 26.42
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 8
<PAGE>
FERGUSON & CO., LLP EXHIBIT V - SELECTED PUBLICLY HELD THRIFTS
- -------------------
<TABLE>
<CAPTION>
Deposit Current Current
Insurance Stock Market
Agency Price Value
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFLC FFLC Bancorp, Inc. Leesburg FL SE SAIF NASDAQ 01/04/94 18.000 47.49
FFML First Family Financial Corp. Eustis FL SE SAIF NASDAQ 10/22/92 21.125 11.51
FFPB First Palm Beach Bancorp, Inc. West Palm Beach FL SE SAIF NASDAQ 09/29/93 21.750 112.68
FFRV Fidelity Financial Bankshares Richmond VA SE SAIF NASDAQ 05/01/86 12.000 27.35
FFSL First Independence Corp. Independence KS MW SAIF NASDAQ 10/08/93 17.750 10.36
FFSW FirstFederal Financial Svcs Wooster OH MW SAIF NASDAQ 03/31/87 27.750 90.89
FFSX First Fed SB of Siouxland, MHC Sioux City IA MW SAIF NASDAQ 07/13/92 24.250 41.38
FFWC FFW Corp. Wabash IN MW SAIF NASDAQ 04/05/93 19.000 14.04
FFWD Wood Bancorp, Inc. Bowling Green OH MW SAIF NASDAQ 08/31/93 18.500 19.13
FFYF FFY Financial Corp. Youngstown OH MW SAIF NASDAQ 06/28/93 23.310 117.75
FGHC First Georgia Holding, Inc. Brunswick GA SE SAIF NASDAQ 02/11/87 7.000 14.17
FIBC Financial Bancorp, Inc. Long Island City NY MA SAIF NASDAQ 08/17/94 13.000 24.35
FISB First Indiana Corporation Indianapolis IN MW SAIF NASDAQ 08/02/83 23.750 196.61
FKFS First Keystone Financial Media PA MA SAIF NASDAQ 01/26/95 17.000 21.97
FLAG FLAG Financial Corp. LaGrange GA SE SAIF NASDAQ 12/11/86 12.500 25.11
FLFC First Liberty Financial Corp. Macon GA SE SAIF NASDAQ 12/06/83 22.000 87.59
FMCO FMS Financial Corporation Burlington NJ MA SAIF NASDAQ 12/14/88 17.500 43.17
FMSB First Mutual Savings Bank Bellevue WA WE BIF NASDAQ 12/17/85 13.250 32.42
FNGB First Northern Capital Corp. Green Bay WI MW SAIF NASDAQ 12/29/83 15.875 72.34
FOBC Fed One Bancorp Wheeling WV SE SAIF NASDAQ 01/19/95 14.625 36.41
FSBI Fidelity Bancorp, Inc. Pittsburgh PA MA SAIF NASDAQ 06/24/88 16.000 21.86
FSFC First Southeast Financial Corp Anderson SC SE SAIF NASDAQ 10/08/93 17.750 72.79
FSFI First State Financial Services West Caldwell NJ MA SAIF NASDAQ 12/18/87 10.000 40.25
FSLA First Savings Bank, MHC Edison NJ MA SAIF NASDAQ 07/10/92 15.750 102.56
FSPG First Home Bancorp, Inc. Pennsville NJ MA SAIF NASDAQ 04/20/87 17.750 36.03
FTFC First Federal Capital Corp. La Crosse WI MW SAIF NASDAQ 11/02/89 21.750 136.98
GBCI Glacier Bancorp, Inc. Kalispell MT WE SAIF NASDAQ 03/30/84 21.750 73.07
GDW Golden West Financial Oakland CA WE SAIF NYSE 05/29/59 54.125 3,172.96
GFCO Glenway Financial Corp. Cincinnati OH MW SAIF NASDAQ 11/30/90 20.250 22.09
GFSB GFS Bancorp, Inc. Grinnell IA MW SAIF NASDAQ 01/06/94 20.250 10.42
GLBK Glendale Co-Operative Bank Everett MA NE BIF NASDAQ 01/10/94 16.500 4.08
GLN Glendale Federal Bank, FSB Glendale CA WE SAIF NYSE 10/01/83 18.750 826.59
GPT GreenPoint Financial Corp. Flushing NY MA BIF NYSE 01/28/94 29.375 1,540.92
GROV Grove Bank Chestnut Hill MA NE BIF NASDAQ 08/07/86 25.625 39.42
GRTR Greater New York Savings Bank New York NY MA BIF NASDAQ 06/17/87 11.125 147.84
GSBC Great Southern Bancorp, Inc. Springfield MO MW SAIF NASDAQ 12/14/89 27.500 121.94
GSLC Guaranty Financial Corp. Charlottesville VA SE SAIF NASDAQ NA 8.375 7.70
GTFN Great Financial Corporation Louisville KY MW SAIF NASDAQ 03/31/94 27.000 395.62
<CAPTION>
Price/ Current Current
LTM Price/ Price/ T Price/
Core EPS Book V Book V Assets
Ticker Short Name (x) (%) (%) (%)
<S> <C> <C> <C> <C>
FFLC FFLC Bancorp, Inc. 15.65 84.67 84.67 14.37
FFML First Family Financial Corp. 15.31 128.97 128.97 7.24
FFPB First Palm Beach Bancorp, Inc. 12.87 100.69 103.37 7.69
FFRV Fidelity Financial Bankshares 8.96 99.92 100.00 8.51
FFSL First Independence Corp. 11.31 80.61 80.61 10.19
FFSW FirstFederal Financial Svcs 18.88 188.65 207.40 9.15
FFSX First Fed SB of Siouxland, MHC 16.17 112.69 113.26 9.48
FFWC FFW Corp. 10.05 87.32 87.32 9.43
FFWD Wood Bancorp, Inc. 12.25 93.86 93.86 13.69
FFYF FFY Financial Corp. 16.65 115.11 115.11 21.12
FGHC First Georgia Holding, Inc. 13.46 119.45 135.14 9.97
FIBC Financial Bancorp, Inc. 16.67 90.78 91.29 9.67
FISB First Indiana Corporation 13.73 148.72 150.89 13.31
FKFS First Keystone Financial 14.78 95.34 95.34 7.90
FLAG FLAG Financial Corp. 14.37 116.28 116.28 11.11
FLFC First Liberty Financial Corp. 13.10 130.64 155.59 8.92
FMCO FMS Financial Corporation 10.74 129.63 133.28 8.54
FMSB First Mutual Savings Bank 9.53 131.58 131.58 8.74
FNGB First Northern Capital Corp. 18.46 99.34 99.34 12.64
FOBC Fed One Bancorp 12.09 88.48 93.45 10.72
FSBI Fidelity Bancorp, Inc. 13.22 99.63 100.44 7.25
FSFC First Southeast Financial Corp 22.19 103.20 103.20 20.25
FSFI First State Financial Services 13.51 93.55 98.72 6.40
FSLA First Savings Bank, MHC 13.82 112.66 129.84 10.69
FSPG First Home Bancorp, Inc. 8.57 118.57 121.91 7.73
FTFC First Federal Capital Corp. 15.99 144.71 153.71 9.91
GBCI Glacier Bancorp, Inc. 12.36 190.62 190.96 18.35
GDW Golden West Financial 12.41 136.03 144.60 9.06
GFCO Glenway Financial Corp. 14.57 83.40 85.44 8.07
GFSB GFS Bancorp, Inc. 13.24 107.03 107.03 12.88
GLBK Glendale Co-Operative Bank 17.37 69.65 69.65 11.36
GLN Glendale Federal Bank, FSB 20.83 126.69 137.46 5.75
GPT GreenPoint Financial Corp. 12.77 88.08 154.61 10.65
GROV Grove Bank 9.32 107.71 107.94 6.72
GRTR Greater New York Savings Bank 16.36 103.87 103.87 5.74
GSBC Great Southern Bancorp, Inc. 12.28 182.85 185.94 18.50
GSLC Guaranty Financial Corp. 16.42 120.85 120.85 7.48
GTFN Great Financial Corporation 21.26 140.70 143.01 15.9
</TABLE>
Source: SNL & F&C calculations 9
<PAGE>
FERGUSON & CO., LLP EXHIBIT V - SELECTED PUBLICLY HELD THRIFTS
- -------------------
<TABLE>
<CAPTION>
Deposit Current Current
Insurance Stock Market
Agency Price Value
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GWBC Gateway Bancorp, Inc. Catlettsburg KY MW SAIF NASDAQ 01/18/95 13.875 15.83
GWF Great Western Financial Chatsworth CA WE SAIF NYSE NA 23.625 3,241.47
HALL Hallmark Capital Corp. West Allis WI MW SAIF NASDAQ 01/03/94 15.000 21.64
HARB Harbor Federal Savings Bk, MHC Fort Pierce FL SE SAIF NASDAQ 01/06/94 26.500 130.65
HARL Harleysville Savings Bank Harleyville PA MA SAIF NASDAQ 08/04/87 18.375 23.66
HARS Harris Savings Bank, MHC Harrisburg PA MA SAIF NASDAQ 01/25/94 16.250 182.19
HAVN Haven Bancorp, Inc. Woodhaven NY MA SAIF NASDAQ 09/23/93 28.000 120.05
HBFW Home Bancorp Fort Wayne IN MW SAIF NASDAQ 03/30/95 15.000 44.09
HFFC HF Financial Corp. Sioux Falls SD MW SAIF NASDAQ 04/08/92 15.000 46.21
HHFC Harvest Home Financial Corp. Cheviot OH MW SAIF NASDAQ 10/10/94 13.000 11.64
HIFS Hingham Instit. for Savings Hingham MA NE BIF NASDAQ 12/20/88 14.000 18.17
HMCI HomeCorp, Inc. Rockford IL MW SAIF NASDAQ 06/22/90 18.000 20.27
HMNF HMN Financial, Inc. Spring Valley MN MW SAIF NASDAQ 06/30/94 15.500 69.86
HNFC Hinsdale Financial Corp. Hinsdale IL MW SAIF NASDAQ 07/07/92 24.750 66.58
HOFL Home Financial Corp. Hollywood FL SE SAIF NASDAQ 10/25/94 13.625 337.52
HOMF Home Federal Bancorp Seymour IN MW SAIF NASDAQ 01/23/88 27.250 60.59
HPBC Home Port Bancorp, Inc. Nantucket MA NE BIF NASDAQ 08/25/88 13.500 24.87
HRBF Harbor Federal Bancorp, Inc. Baltimore MD MA SAIF NASDAQ 08/12/94 12.750 23.69
HRZB Horizon Financial Corp. Bellingham WA WE BIF NASDAQ 08/01/86 12.500 82.25
HSBK Hibernia Savings Bank, (The) Quincy MA NE BIF NASDAQ 09/08/86 14.250 23.60
HVFD Haverfield Corporation Cleveland OH MW SAIF NASDAQ 03/19/85 18.375 34.99
IBSF IBS Financial Corp Cherry Hill NJ MA SAIF NASDAQ 10/13/94 14.125 161.16
IFSB Independence Federal Savings Washington DC MA SAIF NASDAQ 06/06/85 8.000 10.23
IFSL Indiana Federal Corporation Valparaiso IN MW SAIF NASDAQ 02/04/87 19.750 93.56
INCB Indiana Community Bank, SB Lebanon IN MW SAIF NASDAQ 12/15/94 13.250 12.22
IPSW Ipswich Savings Bank Ipswich MA NE BIF NASDAQ 05/26/93 10.375 12.18
IROQ Iroquois Bancorp Auburn NY MA BIF NASDAQ 01/22/86 14.625 34.35
IWBK InterWest Bancorp, Inc. Oak Harbor WA WE SAIF NASDAQ NA 24.375 156.83
JSBA Jefferson Savings Bancorp Ballwin MO MW SAIF NASDAQ 04/08/93 26.000 108.72
JSBF JSB Financial, Inc. Lynbrook NY MA BIF NASDAQ 06/27/90 33.250 343.58
KNK Kankakee Bancorp, Inc. Kankakee IL MW SAIF AMSE 01/06/93 19.250 27.71
KSAV KS Bancorp, Inc. Kenly NC SE SAIF NASDAQ 12/30/93 18.000 11.94
KSBK KSB Bancorp, Inc. Kingfield ME NE BIF NASDAQ 06/24/93 22.000 8.22
LARK Landmark Bancshares, Inc. Dodge City KS MW SAIF NASDAQ 03/28/94 15.250 29.75
LARL Laurel Capital Group, Inc. Allison Park PA MA SAIF NASDAQ 02/20/87 14.750 22.25
LBCI Liberty Bancorp, Inc. Chicago IL MW SAIF NASDAQ 12/24/91 23.000 57.20
LFBI L & B Financial, Inc Sulphur Springs TX SW BIF NASDAQ 10/11/94 16.250 25.74
LFED Leeds Federal savings Bk, MHC Baltimore MD MA SAIF NASDAQ 05/02/94 13.810 47.62
<CAPTION>
Price/ Current Current
LTM Price/ Price/T Price/
Core EPS Book V Book V Assets
Ticker (X) (%) (%) (%)
<S> <C> <C> <C> <C>
GWBC 21.35 89.40 89.40 22.34
GWF 13.58 128.26 146.47 7.41
HALL 14.29 81.61 81.61 6.38
HARB 12.33 157.93 157.93 13.99
HARL 10.75 122.42 122.42 8.63
HARS 22.26 120.82 129.07 14.58
HAVN 13.40 128.32 129.09 8.08
HBFW 17.86 90.36 90.36 14.84
HFFC 14.02 88.97 89.23 7.98
HHFC 20.31 90.03 90.03 15.94
HIFS 9.72 100.86 100.86 10.13
HMCI 24.32 97.83 97.83 5.93
HMNF 14.76 88.37 88.37 14.81
HNFC 18.20 122.52 126.40 9.76
HOFL 16.03 102.29 102.29 27.50
HOMF 10.09 120.63 125.46 9.99
HPBC 8.49 132.35 132.35 14.90
HRBF 20.90 80.75 80.75 15.36
HRZB 11.47 103.91 103.91 16.82
HSBK 12.61 95.96 95.96 6.24
HVFD 16.26 124.07 124.41 10.30
IBSF 18.34 104.40 104.40 21.29
IFSB 16.67 60.56 70.36 3.88
IFSL 13.72 132.73 142.91 13.04
INCB 18.93 86.32 86.32 12.93
IPSW 8.65 143.70 143.70 9.08
IROQ 9.08 123.73 123.73 7.62
IWBK 12.90 166.61 171.53 11.46
JSBA 16.05 120.43 146.07 9.76
JSBF 15.39 101.68 101.68 22.19
KNK 18.33 77.87 83.91 7.63
KSAV 12.86 87.59 87.68 13.28
KSBK 8.00 94.22 102.37 6.46
LARK 19.30 89.39 89.39 15.38
LARL 9.22 107.98 107.98 11.53
LBCI 17.69 89.63 89.88 8.54
LBFI 18.68 104.84 104.84 17.97
LFED 17.05 109.17 109.17 17.86
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 10
<PAGE>
FERGUSON & CO., LLP EXHIBIT V - SELECTED PUBLICLY HELD THRIFTS
- -------------------
<TABLE>
<CAPTION>
Deposit Current Current
Insurance Stock Market
Agency Price Value
Ticker Short Name City State Region (BIF/SAI Exchange IPO Date ($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LIFB Life Bancorp, Inc. Norfolk VA SE SAIF NASDAQ 10/11/94 14.250 147.70
LISB Long Island Bancorp, Inc. Melville NY MA SAIF NASDAQ 04/18/94 30.000 745.76
LOAN Horizon Bancorp Austin TX SW SAIF NASDAQ NA 10.750 14.91
LSBI LSB Financial Corp. Lafayette IN MW BIF NASDAQ 02/03/95 16.250 15.68
LSBX Lawrence Savings Bank North Andover MA NE BIF NASDAQ 05/02/86 5.440 23.09
LVSB Lakeview Financial West Paterson NJ MA SAIF NASDAQ 12/22/93 19.250 43.61
MAFB MAF Bancorp, Inc. Clarendon Hills IL MW SAIF NASDAQ 01/12/90 24.875 130.46
MARN Marion Capital Holdings Marion IN MW SAIF NASDAQ 03/18/93 20.000 38.25
MASB MASSBANK Corp. Reading MA NE BIF NASDAQ 05/28/86 33.125 90.55
MCBN Mid-Coast Bancorp, Inc. Waldoboro ME NE SAIF NASDAQ 11/02/89 19.125 4.38
MCBS Mid Continent Bancshares Inc. El Dorado KS MW SAIF NASDAQ 06/27/94 18.250 37.62
MDBK Medford Savings Bank Medford MA NE BIF NASDAQ 03/18/86 21.250 96.26
MERI Meritrust Federal SB Thibodaux LA SW SAIF NASDAQ NA 34.000 26.32
MFBC MFB Corp. Mishawaka IN MW SAIF NASDAQ 03/25/94 14.000 29.09
MFFC Milton Federal Financial Corp. West Milton OH MW SAIF NASDAQ 10/07/94 12.875 29.63
MFLR Mayflower Co-operative Bank Middleboro MA NE BIF NASDAQ 12/23/87 14.000 12.22
MFSL Maryland Federal Bancorp Hyattsville MD MA SAIF NASDAQ 06/02/87 28.500 89.77
MGNL Magna Bancorp, Inc. Hattiesburg MS SE SAIF NASDAQ 03/13/91 35.000 243.57
MIFC Mid-Iowa Financial Corp. Newton IA MW SAIF NASDAQ 10/14/92 6.250 10.81
MIVI Mississippi View Holding Co. Little Falls MN MW SAIF NASDAQ 03/24/95 11.250 10.77
MLFB MLF Bancorp, Inc. Villanova PA MA SAIF NASDAQ 08/11/94 23.750 148.36
MORG Morgan Financial Corp. Fort Morgan CO SW SAIF NASDAQ 01/11/93 12.250 10.20
MSBB MSB Bancorp, Inc. Goshen NY MA BIF NASDAQ 09/03/92 15.750 44.62
MSBF MSB Financial, Inc. Marshall MI MW SAIF NASDAQ 02/06/95 16.875 11.40
MSEA Metropolitan Bancorp Seattle WA WE SAIF NASDAQ 01/09/90 13.625 50.55
MWBI Midwest Bancshares, Inc. Burlington IA MW SAIF NASDAQ 11/12/92 25.750 9.19
MWBX Framingham Savings Bank Framingham MA NE BIF NASDAQ 10/10/86 4.000 55.53
MWFD Midwest Federal Financial Baraboo WI MW SAIF NASDAQ 07/08/92 15.250 24.90
NASB North American Savings Bank Grandview MO MW SAIF NASDAQ 09/27/85 30.500 69.42
NFSL Newnan Savings Bank, FSB Newnan GA SE SAIF NASDAQ 03/01/86 19.500 28.21
NHTB New Hampshire Thrift Bncshrs New London NH NE SAIF NASDAQ 05/22/86 9.875 16.68
NMSB NewMil Bancorp, Inc. New Milford CT NE BIF NASDAQ 02/01/86 6.750 28.21
NSBK North Side Savings Bank Floral Park NY MA BIF NASDAQ 04/15/86 35.750 172.13
NSSB Norwich Financial Corp. Norwich CT NE BIF NASDAQ 11/14/86 13.750 77.06
NSSY Norwalk Savings Society Norwalk CT NE BIF NASDAQ 06/16/94 20.375 49.62
NTMG Nutmeg Federal S&LA Danbury CT NE SAIF NASDAQ NA 7.500 5.31
NWEQ Northwest Equity Corp. Amery WI MW SAIF NASDAQ 10/11/94 10.250 10.05
NWSB Northwest Savings Bank, MHC Warren PA MA SAIF NASDAQ 11/07/94 11.750 274.67
Price/ Current Current
LTM Price/ Price/ T Price/
Core EPS Book V Book V Assets
Ticker Short Name
<S> <C> <C> <C> <C> <C>
LIFB Life Bancorp, Inc. 15.00 96.68 100.42 12.31
LISB Long Island Bancorp, Inc. 17.44 144.30 144.30 15.43
LOAN Horizon Bancorp 12.08 142.76 147.87 11.75
LSBI LSB Financial Corp. 13.43 83.76 83.76 9.65
LSBX Lawrence Savings Bank 6.89 94.44 94.44 7.14
LVSB Lakeview Financial 15.04 96.30 125.41 9.58
MAFB MAF Bancorp, Inc. 8.67 118.96 118.96 6.59
MARN Marion Capital Holdings 17.09 93.11 93.11 22.34
MASB MASSBANK Corp. 10.75 103.78 103.78 10.54
MCBN Mid-Coast Bancorp, Inc. 15.68 88.91 88.91 8.06
MCBS Mid Continent Bancshares Inc. 10.20 98.07 98.22 12.93
MDBK Medford Savings Bank 10.57 110.45 121.78 9.81
MERI Meritrust Federal SB 12.55 155.82 155.82 11.59
MFBC MFB Corp. 21.88 74.99 74.99 14.48
MFFC Milton Federal Financial Corp. 18.39 86.35 86.35 17.26
MFLR Mayflower Co-operative Bank 16.47 111.91 114.47 11.04
MFSL Maryland Federal Bancorp 14.47 95.51 97.14 7.85
MGNL Magna Bancorp, Inc. 12.50 193.16 205.64 18.87
MIFC Mid-Iowa Financial Corp. 11.79 100.32 100.48 9.06
MIVI Mississippi View Holding Co. 12.64 81.64 81.64 15.39
MLFB MLF Bancorp, Inc. 14.66 97.06 99.54 8.40
MORG Morgan Financial Corp. 15.91 97.15 97.15 14.24
MSBB MSB Bancorp, Inc. 12.60 78.05 205.35 5.17
MSBF MSB Financial, Inc. 11.97 89.48 89.48 20.25
MSEA Metropolitan Bancorp 9.08 99.38 109.88 6.50
MWBI Midwest Bancshares, Inc. 10.91 96.88 96.88 6.72
MWBX Framingham Savings Bank 9.52 155.64 155.64 11.62
MWFD Midwest Federal Financial 16.40 149.36 156.57 13.97
NASB North American Savings Bank 9.00 142.26 148.20 10.45
NFSL Newnan Savings Bank, FSB 10.60 151.63 152.58 17.56
NHTB New Hampshire Thrift Bncshrs 11.48 85.94 85.94 6.61
NMSB NewMil Bancorp, Inc. 5.04 86.87 86.87 9.68
NSBK North Side Savings Bank 11.57 140.75 142.09 10.89
NSSB Norwich Financial Corp. 14.32 102.38 113.45 10.83
NSSY Norwalk Savings Society 20.38 111.71 111.71 8.92
NTMG Nutmeg Federal S&LA 21.43 95.66 95.66 6.23
NWEQ Northwest Equity Corp. 11.92 80.46 80.46 11.64
NWSB Northwest Savings Bank, MHC 15.26 143.47 145.24 15.54
</TABLE>
Source SNL & F&C calculations 11
<PAGE>
FERGUSON & CO., LLP EXHIBIT V - SELECTED PUBLICLY HELD THRIFTS
- -------------------
<TABLE>
<CAPTION>
Deposit Current Current
Insurance Stock Market
Agency Price Value
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NYB New York Bancorp Inc. Douglaston NY MA SAIF NYSE 01/28/88 25.250 296.05
OFCP Ottawa Financial Corp. Holland MI MW SAIF NASDAQ 08/19/94 16.375 89.32
OHSL OHSL Financial Corp. Cincinnati OH MW SAIF NASDAQ 02/10/93 19.500 23.88
PALM Palfed, Inc. Aiken SC SE SAIF NASDAQ 12/15/85 12.625 65.93
PBCI Pamrapo Bancorp, Inc. Bayonne NJ MA SAIF NASDAQ 11/14/89 19.000 62.34
PBCT People's Bank, MHC Bridgeport CT NE BIF NASDAQ 07/06/88 20.500 808.79
PBKB People's Bancshares, Inc. South Easton MA NE BIF NASDAQ 10/23/86 9.875 32.99
PBNB People's Savings Financial Cp. New Britain CT NE BIF NASDAQ 08/20/86 20.500 39.26
PCBC Perry County Financial Corp. Perryville MO MW SAIF NASDAQ 02/13/95 16.000 13.70
PCCI Pacific Crest Capital Agoura Hills CA WE BIF NASDAQ NA 8.500 25.16
PFDC Peoples Bancorp Auburn IN MW SAIF NASDAQ 07/07/87 20.875 49.18
PFNC Progress Financial Corporation Plymouth Meeting PA MA SAIF NASDAQ 07/18/83 6.375 23.78
PFSB PennFed Financial Services,Inc West Orange NJ MA SAIF NASDAQ 07/15/94 15.750 79.97
PFSL Pocahontas FS&LA, MHC Pocahontas AR SE SAIF NASDAQ 04/05/94 14.750 23.75
PHBK Peoples Heritage Finl Group Portland ME NE BIF NASDAQ 12/04/86 20.125 342.69
PKPS Poughkeepsie Savings Bank, FSB Poughkeepsie NY MA SAIF NASDAQ 11/19/85 5.375 67.37
PLE Pinnacle Bank Jasper AL SE SAIF AMSE 12/17/86 16.125 14.35
PMFI Perpetual Midwest Financial Cedar Rapids IA MW SAIF NASDAQ 03/31/94 17.750 35.80
POBS Portsmouth Bank Shares Portsmouth NH NE BIF NASDAQ 02/09/88 13.625 78.17
PSAB Prime Bancorp, Inc. Philadelphia PA MA SAIF NASDAQ 11/21/88 17.750 66.09
PSBK Progressive Bank, Inc. Fishkill NY MA BIF NASDAQ 08/01/84 29.750 78.26
PTRS Potters Financial Corp. East Liverpool OH MW SAIF NASDAQ 12/31/93 16.250 8.66
PULB Pulaski Bank, Savings Bk, MHC St. Louis MO MW SAIF NASDAQ 05/11/94 14.750 30.89
PULS Pulse Bancorp South River NJ MA SAIF NASDAQ 09/18/86 17.250 67.04
PVFC PVF Capital Corp. Bedford Heights OH MW SAIF NASDAQ 12/30/92 20.250 31.37
PVSA Parkvale Financial Corporation Monroeville PA MA SAIF NASDAQ 07/16/87 26.000 84.05
PWBC PennFirst Bancorp, Inc. Ellwood City PA MA SAIF NASDAQ 06/13/90 13.500 53.95
QCBC Quaker City Bancorp, Inc. Whittier CA WE SAIF NASDAQ 12/30/93 14.375 56.46
QCSB Queens County Bancorp, Inc. Flushing NY MA BIF NASDAQ 11/23/93 47.625 290.98
RARB Raritan Bancorp Inc. Raritan NJ MA BIF NASDAQ 03/01/87 20.750 29.60
RCSB RCSB Financial Inc. Rochester NY MA BIF NASDAQ 04/29/86 25.500 344.60
RELY Reliance Bancorp, Inc. Garden City NY MA SAIF NASDAQ 03/31/94 15.375 141.85
RFED Roosevelt Financial Group Chesterfield MO MW SAIF NASDAQ 01/23/87 18.750 789.71
ROSE TR Financial Corp. Garden City NY MA BIF NASDAQ 06/29/93 26.750 239.36
RVSB Riverview Savings Bank, MHC Camas WA WE SAIF NASDAQ 10/26/93 15.000 32.33
SBCN Suburban Bancorporation, Inc. Cincinnati OH MW SAIF NASDAQ 09/30/93 15.000 22.21
SCCB S. Carolina Community Bancshrs Winnsboro SC SE SAIF NASDAQ 07/07/94 16.500 12.33
SECP Security Capital Corporation Milwaukee WI MW SAIF NASDAQ 01/03/94 61.250 584.06
<CAPTION>
Price/ Current Current
LTM Price/ Price/ T Price/
Core EPS Book V Book V Assets
Ticker Short Name (x) (%) (%) (%)
<S> <C> <C> <C> <C> <C>
NYB New York Bancorp Inc. 10.52 185.94 185.94 10.75
OFCP Ottawa Financial Corp. 22.13 109.75 136.91 11.98
OHSL OHSL Financial Corp. 13.73 93.57 93.57 11.62
PALM Palfed, Inc. 18.04 125.12 131.65 10.57
PBCI Pamrapo Bancorp, Inc. 12.34 110.40 111.44 17.11
PBCT People's Bank, MHC 13.40 145.18 145.18 11.61
PBKB People's Bancshares, Inc. 14.11 120.43 127.26 6.19
PBNB People's Savings Financial Cp. 11.39 89.36 96.56 9.66
PCBC Perry County Financial Corp. 17.20 87.10 87.10 17.46
PCCI Pacific Crest Capital 9.14 110.82 110.82 8.77
PFDC Peoples Bancorp 12.35 114.76 114.76 17.52
PFNC Progress Financial Corporation 9.24 123.79 124.76 6.83
PFSB PennFed Financial Services,Inc 11.33 79.99 100.96 7.82
PFSL Pocahontas FS&LA, MHC 11.90 108.14 108.14 6.43
PHBK Peoples Heritage Finl Group 9.49 123.92 143.96 10.38
PKPS Poughkeepsie Savings Bank, FSB 3.40 94.46 94.46 8.03
PLE Pinnacle Bank 10.61 94.24 97.73 7.72
PMFI Perpetual Midwest Financial 23.99 99.38 99.38 9.57
POBS Portsmouth Bank Shares 15.66 116.65 116.65 29.23
PSAB Prime Bancorp, Inc. 12.50 114.96 122.92 10.85
PSBK Progressive Bank, Inc. 10.82 112.48 112.48 9.96
PTRS Potters Financial Corp. 14.38 78.13 78.13 7.60
PULB Pulaski Bank, Savings Bk, MHC 23.79 136.32 136.32 17.22
PULS Pulse Bancorp 12.87 124.64 124.64 14.82
PVFC PVF Capital Corp. 10.77 147.06 147.06 9.86
PVSA Parkvale Financial Corporation 10.04 123.87 124.46 9.20
PWBC PennFirst Bancorp, Inc. 13.92 100.97 110.84 7.93
QCBC Quaker City Bancorp, Inc. 17.97 82.47 82.95 8.15
QCSB Queens County Bancorp, Inc. 13.49 136.07 136.07 23.10
RARB Raritan Bancorp Inc. 12.50 117.90 120.92 8.54
RCSB RCSB Financial Inc. 12.14 124.88 129.18 8.38
RELY Reliance Bancorp, Inc. 13.73 91.79 136.06 8.13
RFED Roosevelt Financial Group 10.59 173.13 183.28 8.65
ROSE TR Financial Corp. 13.11 117.63 117.63 7.97
RVSB Riverview Savings Bank, MHC 13.64 140.06 158.23 15.43
SBCN Suburban Bancorporation, Inc. 19.48 85.81 85.81 11.27
SCCB S. Carolina Community Bancshrs 20.37 98.21 98.21 27.96
SECP Security Capital Corporation 19.69 109.49 109.49 17.46
</TABLE>
Source: SNL & F&C calculations
12
<PAGE>
FERGUSON & CO., LLP EXHIBIT V - SELECTED PUBLICLY HELD THRIFTS
- -------------------
<TABLE>
<CAPTION>
Deposit Current Current
Insurance Stock Market
Agency Price Value
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SFB Standard Federal Bancorp Troy MI MW SAIF NYSE 01/21/87 38.375 1,200.73
SFBM Security Bancorp Billings MT WE SAIF NASDAQ 11/20/86 20.250 29.61
SFFC StateFed Financial Corporation Des Moines IA MW SAIF NASDAQ 01/05/94 16.000 13.18
SFSB SuburbFed Financial Corp. Flossmoor IL MW SAIF NASDAQ 03/04/92 17.500 22.06
SFSL Security First Corp. Mayfield Heights OH MW SAIF NASDAQ 01/22/88 14.000 49.44
SHEN First Shenango Bancorp, Inc. New Castle PA MA SAIF NASDAQ 04/06/93 21.500 49.62
SISB SIS Bank Springfield MA NE BIF NASDAQ 02/08/95 17.000 97.21
SJSB SJS Bancorp St. Joseph MI MW SAIF NASDAQ 02/16/95 20.750 20.39
SMBC Southern Missouri Bancorp, Inc Poplar Bluff MO MW SAIF NASDAQ 04/13/94 14.000 24.14
SMFC Sho-Me Financial Corp. Mt. Vernon MO MW SAIF NASDAQ 07/01/94 15.500 26.86
SOPN First Savings Bancorp, Inc. Southern Pines NC SE SAIF NASDAQ 01/06/94 19.000 71.14
SOSA Somerset Savings Bank Somerville MA NE BIF NASDAQ 07/09/86 1.470 24.48
SPBC St. Paul Bancorp, Inc. Chicago IL MW SAIF NASDAQ 05/18/87 23.125 428.96
SSBK Strongsville Savings Bank Strongsville OH MW SAIF NASDAQ NA 21.000 53.15
STFR St. Francis Capital Corp. Milwaukee WI MW SAIF NASDAQ 06/21/93 25.250 142.89
STND Standard Financial, Inc. Burr Ridge IL MW SAIF NASDAQ 08/01/94 15.125 253.57
STSA Sterling Financial Corp. Spokane WA WE SAIF NASDAQ NA 14.500 78.67
SVRN Sovereign Bancorp, Inc. Wyomissing PA MA SAIF NASDAQ 08/12/86 10.250 490.34
SWBI Southwest Bancshares Hometown IL MW SAIF NASDAQ 06/24/92 27.125 50.76
SWCB Sandwich Co-operative Bank Sandwich MA NE BIF NASDAQ 07/25/86 20.000 37.46
TCB TCF Financial Corp. Minneapolis MN MW SAIF NYSE 06/17/86 32.750 1,173.59
THBC Troy Hill Bancorp, Inc. Pittsburgh PA MA SAIF NASDAQ 06/27/94 13.000 13.88
THRD TF Financial Corporation Newtown PA MA SAIF NASDAQ 07/13/94 14.500 65.59
TRIC Tri-County Bancorp, Inc. Torrington WY WE SAIF NASDAQ 09/30/93 18.500 11.26
TWIN Twin City Bancorp Bristol TN SE SAIF NASDAQ 01/04/95 16.000 14.37
UBMT United Financial Corp. Great Falls MT WE SAIF NASDAQ 09/23/86 18.750 22.94
UFRM United Federal Savings Bank Rocky Mount NC SE SAIF NASDAQ 07/01/80 8.000 24.52
VFFC Virginia First Financial Petersburg VA SE SAIF NASDAQ 01/01/78 11.750 65.98
WAMU Washington Mutual Inc. Seattle WA WE BIF NASDAQ 03/11/83 29.500 2,124.22
WAYN Wayne Savings & Loan Co. MHC Wooster OH MW SAIF NASDAQ 06/25/93 20.500 30.59
WBST Webster Financial Corporation Waterbury CT NE SAIF NASDAQ 12/12/86 28.875 234.00
WCBI Westco Bancorp Westchester IL MW SAIF NASDAQ 06/26/92 21.625 57.91
WFCO Winton Financial Corp. Cincinnati OH MW SAIF NASDAQ 08/04/88 12.250 24.33
WFSL Washington Federal, Inc. Seattle WA WE SAIF NASDAQ 11/17/82 21.625 921.06
WLDN Walden Bancorp, Inc. Acton MA NE BIF NASDAQ 12/04/85 18.750 99.60
WRNB Warren Bancorp Peabody MA NE BIF NASDAQ 07/09/86 12.500 46.47
WSB Washington Savings Bank, FSB Waldorf MD MA SAIF AMSE NA 5.500 23.21
WAFS WSFS Financial Corporation Wilmington DE MA BIF NASDAQ 11/26/86 7.625 106.75
<CAPTION>
Price/ Current Current
LTM Price/ Price/ T Price/
Core EPS Book V Book V Assets
Ticker Short Name (x) (%) (%) (%)
<S> <C> <C> <C> <C> <C>
SFB Standard Federal Bancorp 11.16 127.83 149.79 8.89
SFBM Security Bancorp 16.74 92.17 107.03 8.22
SFFC StateFed Financial Corporation 15.38 88.30 88.30 17.76
SFSB SuburbFed Financial Corp. 15.49 85.24 85.78 6.09
SFSL Security First Corp. 10.22 120.90 124.33 10.53
SHEN First Shenango Bancorp, Inc. 15.69 105.39 105.39 13.95
SISB SIS Bank 6.75 107.66 107.66 8.56
SJSB SJS Bancorp 23.06 115.92 115.92 13.52
SMBC Southern Missouri Bancorp, Inc 19.18 90.85 90.85 14.90
SMFC Sho-Me Financial Corp. 14.90 80.81 80.81 10.69
SOPN First Savings Bancorp, Inc. 19.59 105.91 105.91 27.76
SOSA Somerset Savings Bank 14.70 88.02 88.02 4.80
SPBC St. Paul Bancorp, Inc. 12.85 112.04 112.42 10.35
SSBK Strongsville Savings Bank 13.04 127.27 130.03 10.53
STFR St. Francis Capital Corp. 13.87 108.14 113.23 11.41
STND Standard Financial, Inc. 16.26 94.24 94.30 11.60
STSA Sterling Financial Corp. 16.48 128.32 160.04 5.25
SVRN Sovereign Bancorp, Inc. 10.68 135.22 208.76 5.83
SWBI Southwest Bancshares 14.20 120.99 120.99 14.52
SWCB Sandwich Co-operative Bank 11.36 102.35 109.59 8.84
TCB TCF Financial Corp. 12.55 216.89 226.80 16.67
THBC Troy Hill Bancorp, Inc. 13.27 77.70 77.70 17.25
THRD TF Financial Corporation 15.93 81.46 81.46 12.63
TRIC Tri-County Bancorp, Inc. 19.47 89.11 89.11 15.89
TWIN Twin City Bancorp 14.55 101.98 101.98 14.03
UBMT United Financial Corp. 14.20 93.19 93.19 21.93
UFRM United Federal Savings Bank 12.31 117.47 117.47 9.72
VFFC Virginia First Financial 9.96 119.78 124.21 9.24
WAMU Washington Mutual Inc. 10.97 149.14 167.71 9.51
WAYN Wayne Savings & Loan Co. MHC 22.78 133.90 133.90 12.31
WBST Webster Financial Corporation 11.74 118.97 156.50 6.14
WCBI Westco Bancorp 15.67 119.67 119.67 18.73
WFCO Winton Financial Corp. 12.37 117.56 120.81 9.27
WFSL Washington Federal, Inc. 12.15 154.02 161.99 18.69
WLDN Walden Bancorp, Inc. 10.08 104.28 121.83 9.77
WRNB Warren Bancorp 8.80 146.37 146.37 13.10
WSB Washington Savings Bank, FSB 13.75 109.34 109.34 8.84
WSFS WSFS Financial Corporation 6.87 146.35 148.06 8.58
</TABLE>
SOURCE: SNL F&C CALCULATIONS
13
<PAGE>
FERGUSON & CO., LLP EXHIBIT V -
- ------------------- SELECTED PUBLICITY HELD THRIFTS
<TABLE>
<CAPTION>
Deposit Current Current Price/
Insurance Stock Market LTM
Agency Price Value Core EPS
Ticker Short Name City State Region (BIF/SAIF) Exchange IPO Date ($) ($M) (x)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WSTR WesterFed Financial Corp. Missoula MT WE SAIF NASDAQ 01/10/94 14.375 63.19 16.15
WVFC WVS Financial Corporation Pittsburgh PA MA SAIF NASDAQ 11/29/93 20.750 36.03 11.86
YFED York Financial Corp. York PA MA SAIF NASDAQ 02/01/84 16.750 101.34 12.32
Maximum 61.250 3,241.47 24.32
Minimum 1.470 4.08 3.40
Average 18.839 156.66 14.13
Median 17.750 49.44 13.58
<CAPTION>
Current Current
Price/ Price/T Price/
Book V Book V Assets
Ticker Short Name (%) (%) (%)
<S> <C> <C> <C> <C>
WSTR WesterFed Financial Corp. 80.89 80.89 10.74
WVFC WVS Financial Corporation 99.19 99.19 14.99
YFED York Financial Corp. 110.05 110.05 9.66
Maximum 216.89 226.80 29.23
Minimum 52.08 54.76 3.29
Average 113.73 118.76 11.46
Median 109.25 113.23 10.45
</TABLE>
Source: SNL & F&C calculations 14
<PAGE>
FERGUSON & CO., LLP EXHIBIT V - SELECTED PUBLICLY HELD THRIFTS
- -------------------
<TABLE>
<CAPTION>
Tangible ROAA ROACE
Current Total Equity/ Equity/ Core Before Before
Dividend Assets Assets T Assets EPS Extra Extra
Yield ($000) (%) (%) ($) (%) (%)
Ticker (%) MRQ MRQ MRQ LTM LTM LTM
<S> <C> <C> <C> <C> <C> <C> <C>
AADV 0.955 979,891 9.78 8.58 2.11 0.90 9.43
ABCW 1.176 1,754,556 6.75 6.58 2.60 0.88 12.13
AFFFZ 6.066 2,333,113 7.49 7.34 2.87 0.81 12.57
ALBK 1.778 3,333,105 9.63 8.59 2.02 0.98 9.31
AMFB 2.581 1,339,147 8.21 7.62 1.60 1.42 17.61
ANDB 2.462 1,141,810 7.59 7.59 2.35 0.88 11.55
ASBI 4.308 383,072 11.64 11.62 0.92 0.93 7.20
ASFC 1.593 6,708,166 8.55 7.07 2.05 0.75 8.44
BANC 1.304 1,642,825 8.33 7.70 1.19 1.08 15.12
BFSB 2.165 117,596 16.10 16.10 1.25 1.26 7.56
BFSI 0.000 566,452 8.14 8.14 5.61 1.84 24.94
BKC 5.579 516,883 8.57 8.16 1.03 0.97 10.66
BKCO 3.246 1,915,528 9.81 9.62 1.64 1.13 11.42
BKCT 3.413 402,863 10.81 10.81 1.55 1.19 10.74
BRFC 2.327 55,712 28.51 28.51 0.60 1.24 4.17
BSBC 0.000 174,403 8.70 8.70 0.21 0.77 9.18
BTHL 2.462 218,187 8.48 7.36 0.74 0.68 8.10
CAFI 2.329 343,711 8.33 8.33 1.63 1.22 15.56
CAL 0.000 14,280,100 6.38 6.38 1.54 0.76 13.79
CAPS 2.000 202,554 10.43 10.43 1.81 0.95 8.96
CARV 0.000 363,225 9.63 9.20 0.43 0.20 2.06
CASH 1.872 309,706 12.55 11.80 1.57 1.24 9.27
CBCI 0.000 502,419 16.99 16.99 2.10 1.21 7.24
CBCO 0.000 204,825 9.16 9.16 1.94 1.37 13.98
CBNH 3.429 516,837 7.23 7.23 1.43 0.78 10.74
CBSA 2.148 2,806,740 3.31 2.71 1.90 0.37 10.66
CEBK 0.000 318,191 9.95 8.80 0.92 0.60 6.40
CENF 1.577 2,113,582 5.00 4.99 1.35 0.50 10.29
CFB 1.032 6,617,488 6.05 5.47 3.73 0.84 15.33
CFCP 2.476 441,216 6.08 6.08 1.33 1.00 16.47
CFCX 1.241 3,669,518 6.10 5.72 1.12 0.69 11.34
CFFC 2.600 159,793 13.71 13.71 1.60 1.30 9.71
CFSB 2.173 771,672 8.30 8.30 1.44 0.94 11.56
CFX 5.143 958,289 9.46 8.53 0.91 0.97 9.67
CIBI 1.016 85,785 13.84 13.84 1.19 1.01 7.21
CMSB 2.326 1,657,690 8.31 7.37 1.15 0.78 8.41
CMSV 4.516 632,507 11.82 11.82 0.86 0.84 6.62
CNIT 2.336 667,465 6.98 6.73 1.91 0.44 6.13
<CAPTION>
ROAA ROACE
NPAs/ Price/ Core Before Before
Merger Current Assets Core EPS Extra Extra
Target? Pricing (%) EPS ($) (%) (%)
Ticker (Y/N) Date MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C>
AADV N 6/13/96 0.56 15.51 0.54 0.92 9.19
ABCW N 6/13/96 0.61 12.32 0.69 0.88 12.65
AFFFZ N 6/13/96 0.65 8.14 0.81 0.92 14.00
ALBK N 6/13/96 0.74 12.74 0.53 0.92 9.56
AMFB N 6/13/96 0.50 10.20 0.38 1.30 15.72
ANDB N 6/13/96 1.60 9.83 0.62 0.99 12.81
ASBI N 6/13/96 0.47 13.00 0.25 0.97 7.85
ASFC N 6/13/96 0.77 13.81 0.50 0.89 9.98
BANC N 6/13/96 1.17 12.05 0.28 1.10 16.10
BFSB N 6/13/96 0.00 11.88 0.35 1.37 8.45
BFSI N 6/13/96 1.48 5.66 1.70 2.12 26.73
BKC N 6/13/96 2.95 12.70 0.48 1.27 13.94
BKCO N 6/13/96 1.48 9.18 0.47 1.31 13.30
BKCT N 6/13/96 1.69 13.13 0.40 1.31 11.90
BRFC N 6/13/96 0.25 21.48 0.16 1.21 4.24
BSBC N 6/13/96 2.31 14.58 0.06 0.90 10.26
BTHL N 6/13/96 NA 20.31 0.16 0.56 6.42
CAFI N 6/13/96 0.39 10.97 0.45 1.34 16.46
CAL N 6/13/96 1.61 10.12 0.46 0.83 14.65
CAPS N 6/13/96 0.18 9.78 0.46 0.92 8.68
CARV N 6/13/96 0.86 28.13 0.07 0.15 1.60
CASH N 6/13/96 0.39 14.69 0.40 0.93 7.49
CBCI N 6/13/96 1.23 12.50 0.57 1.27 7.48
CBCO N 6/13/96 0.84 11.35 0.38 0.96 10.46
CBNH N 6/13/96 0.44 12.15 0.36 0.93 12.28
CBSA N 6/13/96 0.67 8.31 0.56 0.40 12.14
CEBK N 6/13/96 2.31 13.36 0.29 0.75 7.68
CENF N 6/13/96 1.22 20.75 0.25 0.87 17.76
CFB N 6/13/96 1.02 8.89 1.09 1.00 16.84
CFCP N 6/13/96 0.18 14.85 0.34 1.07 17.64
CFCX N 6/13/96 2.61 31.34 0.18 0.61 9.87
CFFC N 6/13/96 0.45 14.29 0.35 1.12 8.15
CFSB N 6/13/96 0.09 14.06 0.36 0.90 10.79
CFX N 6/13/96 1.09 14.00 0.25 0.99 10.23
CIBI N 6/13/96 0.73 13.58 0.29 0.93 7.49
CMSB N 6/13/96 0.44 22.40 0.24 0.69 7.71
CMSV N 6/13/96 1.24 16.15 0.24 0.83 6.77
CNIT N 6/13/96 0.44 13.17 0.65 0.74 10.31
</TABLE>
Source: SNL & F&C CALCULATIONS 15
<PAGE>
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Current Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Dividend Assets Assets T Assets EPS Extra Extra Merger Current Assets Core EPS Extra Extra
Yield ($000) (%) (%) ($) (%) (%) Target? Pricing (%) EPS ($) (%) (%)
Ticker (%) MRQ MRQ MRQ LTM LTM LTM (Y/N) Date MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CNSK 0.000 338,761 7.27 7.27 0.77 0.74 11.66 N 06/13/96 1.42 15.00 0.20 0.77 11.01
COFD 3.299 5,058,597 7.05 6.58 2.55 1.05 15.87 N 06/13/96 0.57 9.05 0.67 1.06 15.34
COFI 2.592 13,173,988 6.90 6.80 2.98 0.28 4.31 N 06/13/96 0.39 10.69 0.83 1.19 17.18
CSA 0.000 8,239,880 5.16 5.08 1.77 0.46 9.62 N 06/13/96 1.62 16.38 0.50 0.46 9.02
CTBK 1.745 214,975 7.08 7.08 1.28 0.56 8.07 N 06/13/96 1.01 9.55 0.36 0.76 10.52
CTZN 0.762 2,597,886 6.70 5.86 2.25 0.68 9.62 N 06/13/96 0.85 12.76 0.72 0.74 10.61
CVAL 2.148 274,575 9.15 9.15 1.49 0.91 10.03 N 06/13/96 1.03 11.94 0.39 0.94 10.25
DIBK 1.931 671,426 7.95 7.58 2.16 1.51 19.92 N 06/13/96 0.99 6.36 0.57 1.73 21.80
DME 0.000 19,413,115 5.08 5.03 0.83 0.33 6.92 N 06/13/96 NA 12.15 0.27 0.54 10.93
DNFC 0.000 1,231,927 5.63 5.55 1.50 1.06 19.79 N 06/13/96 0.59 7.35 0.44 1.16 20.81
DSBC 0.756 1,247,739 6.55 6.34 2.27 0.66 10.25 N 06/13/96 1.77 12.40 0.64 0.70 10.36
DSL 2.286 4,652,584 8.33 8.20 1.50 0.61 7.58 N 06/13/96 2.03 12.21 0.43 0.91 10.97
EBCP 2.939 824,899 7.70 7.28 1.64 0.61 8.21 N 06/13/96 1.81 14.94 0.41 0.73 9.56
EBSI 3.225 558,315 6.65 6.65 1.48 0.97 13.77 N 06/13/96 0.49 9.16 0.44 1.06 15.74
EFBI 0.000 203,431 15.47 15.44 0.66 1.03 5.52 N 06/13/96 0.01 20.96 0.17 0.91 5.88
EGFC 3.874 1,428,558 7.14 5.27 1.75 1.29 17.83 N 06/13/96 1.23 45.67 0.13 2.32 34.19
EQSB 0.000 260,134 5.25 5.25 3.25 0.84 16.13 N 06/13/96 0.79 8.66 0.70 0.69 13.17
ETFS 1.356 114,961 19.63 19.63 0.85 0.89 4.58 N 06/13/96 0.45 21.69 0.17 0.74 3.81
FBCI 1.433 433,027 12.05 12.01 0.88 0.77 5.56 N 06/13/96 0.53 16.11 0.26 0.77 5.87
FBHC 1.577 244,169 7.20 7.20 1.59 0.71 9.84 N 06/13/96 NA 11.99 0.37 0.60 8.35
FBSI 1.290 140,471 16.92 16.90 0.89 0.79 4.42 N 06/13/96 0.09 16.85 0.23 0.82 4.79
FCBF 4.056 255,660 18.46 18.46 0.99 1.03 5.37 N 06/13/96 NA 15.85 0.28 1.06 5.58
FCIT 0.000 624,118 6.28 6.28 1.06 0.71 11.36 N 06/13/96 3.43 24.65 0.18 0.70 11.04
FESX 4.545 801,455 7.66 7.66 1.06 0.94 13.03 N 06/13/96 0.77 11.48 0.23 0.87 11.49
FFBI 0.000 88,615 8.88 8.88 0.93 0.70 6.53 N 06/13/96 0.40 200.00 0.02 0.06 0.61
FFBS 2.198 123,553 19.56 19.56 1.07 1.32 6.50 N 06/13/96 0.43 20.31 0.28 1.43 7.13
FFBZ 1.796 173,191 7.81 7.80 2.18 1.10 14.88 N 06/13/96 0.56 11.14 0.55 1.10 14.19
FFCH 3.346 1,449,162 6.61 6.61 1.67 0.75 11.29 N 06/13/96 1.33 10.39 0.46 0.81 12.26
FFEC 1.851 672,300 14.32 13.82 0.84 0.97 5.85 N 06/13/96 0.13 18.01 0.21 0.69 4.68
FFED 6.667 280,138 5.08 5.08 1.18 1.29 25.83 N 06/13/96 0.07 15.00 0.20 0.83 15.62
FFES 3.380 933,433 6.20 6.18 1.92 0.60 8.81 N 06/13/96 0.72 10.09 0.44 0.52 7.77
FFFC 2.286 517,754 16.32 16.04 1.13 1.25 7.22 N 06/13/96 0.48 15.09 0.29 1.07 7.49
FFFG 0.000 305,683 6.02 6.02 0.16 0.45 6.83 N 06/13/96 3.77 16.81 0.04 0.07 1.21
FFFL 4.444 791,897 10.24 10.13 0.68 0.65 6.23 N 06/13/96 0.38 19.85 0.17 0.76 7.34
FFHC 2.697 5,419,203 7.34 6.99 2.24 1.29 19.10 N 06/13/96 0.52 9.93 0.56 1.28 17.71
FFHH 4.167 326,689 15.97 15.97 0.50 0.63 3.37 N 06/13/96 0.09 23.08 0.13 0.57 3.53
FFHS 1.867 216,124 9.50 9.50 1.04 0.63 6.61 N 06/13/96 0.43 15.63 0.24 0.57 5.95
FFKY 2.182 351,010 14.04 13.22 1.14 1.65 11.50 N 06/13/96 0.07 18.33 0.30 1.61 11.33
</TABLE>
<PAGE>
FERGUSON & CO, LLP EXHIBIT V - SELECTED PUBLICLY HELD THRIFTS
- ------------------
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Current Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Dividend Assets Assets T Assets EPS Extra Extra Merger Current Assets Core EPS Extra Extra
Yield ($000) (%) (%) ($) (%) (%) Target? Pricing (%) EPS ($) (%) (%)
Ticker (%) MRQ MRQ MRQ LTM LTM LTM (Y/N) Date MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFLC 2.222 330,514 16.97 16.97 1.15 0.94 5.43 N 06/13/96 0.08 14.52 0.31 0.99 5.82
FFML 0.757 159,049 5.61 5.61 1.38 0.90 17.04 N 06/13/96 0.40 19.56 0.27 0.91 16.20
FFPB 1.839 1,465,395 7.64 7.45 1.69 0.69 8.21 N 06/13/96 0.76 11.57 0.47 0.76 9.52
FFRV 1.667 321,558 8.51 8.50 1.34 0.99 12.15 N 06/13/96 1.16 9.38 0.32 0.99 11.49
FFSL 2.254 101,628 12.64 12.64 1.57 1.13 8.56 N 06/13/96 0.71 10.57 0.42 0.97 7.69
FFSW 1.730 993,459 7.73 7.28 1.47 1.06 15.63 N 06/13/96 0.15 18.26 0.38 1.07 16.08
FFSX 2.969 436,519 8.41 8.38 1.50 0.64 7.78 N 06/13/96 0.14 14.43 0.42 0.71 8.26
FFWC 3.158 148,892 10.80 10.80 1.89 0.90 8.07 N 06/13/96 0.06 9.31 0.51 1.07 9.65
FFWD 1.946 139,718 14.60 14.60 1.51 1.17 8.14 N 06/13/96 0.04 12.50 0.37 1.15 7.95
FFYF 2.574 573,162 18.35 18.35 1.40 1.21 6.50 N 06/13/96 0.88 15.75 0.37 1.10 6.03
FGHC 0.000 142,133 8.16 7.29 0.52 0.87 10.61 N 06/13/96 1.42 13.46 0.13 0.83 9.99
FIBC 2.308 251,873 10.65 10.60 0.78 0.66 5.40 N 06/13/96 2.70 12.50 0.26 0.82 7.35
FISB 2.358 1,476,879 8.95 8.84 1.73 1.18 13.88 N 06/13/96 1.70 14.14 0.42 1.21 13.72
FKFS 0.000 278,204 8.28 8.28 1.15 0.48 5.49 N 06/13/96 2.86 11.18 0.38 0.71 8.22
FLAG 2.720 225,960 9.56 9.56 0.87 0.92 9.91 N 06/13/96 1.69 13.59 0.23 1.04 11.10
FLFC 2.364 981,694 7.60 6.58 1.68 1.03 14.27 N 06/13/96 0.88 12.22 0.45 1.05 14.19
FMCO 1.143 505,700 6.58 6.41 1.63 0.84 13.04 N 06/13/96 1.11 11.22 0.39 0.80 12.02
FMSB 1.509 370,986 6.64 6.64 1.39 1.03 15.31 N 06/13/96 0.08 9.74 0.34 1.02 15.45
FNGB 3.780 572,193 12.73 12.73 0.86 0.84 6.53 N 06/13/96 0.13 18.04 0.22 0.77 5.99
FOBC 3.692 339,562 12.12 11.55 1.21 1.00 7.74 N 06/13/96 0.14 12.19 0.30 0.96 7.69
FSBI 1.818 301,442 7.28 7.23 1.21 0.60 7.73 N 06/13/96 0.81 11.11 0.36 0.71 9.36
FSFC 2.704 359,481 19.62 19.62 0.80 0.90 4.59 N 06/13/96 0.14 21.13 0.21 0.92 4.65
FSFI 2.200 628,684 6.84 6.51 0.74 0.63 9.27 N 06/13/96 4.97 50.00 0.05 0.20 2.86
FSLA 2.540 959,356 9.49 8.34 1.14 0.87 9.48 N 06/13/96 0.93 12.30 0.32 0.92 9.66
FSPG 2.704 466,363 6.52 6.35 2.07 1.01 15.60 N 06/13/96 0.95 7.79 0.57 1.02 15.26
FTFC 2.943 1,382,069 6.85 6.48 1.36 0.92 13.46 N 06/13/96 NA 17.54 0.31 0.89 12.58
GBCI 2.676 398,220 9.63 9.61 1.76 1.59 16.25 N 06/13/96 0.03 12.08 0.45 1.52 15.66
GDW 0.702 35,013,718 6.66 6.29 4.36 0.75 11.76 N 06/13/96 1.37 11.00 1.23 0.86 13.09
GFCO 3.358 273,890 9.67 9.46 1.39 0.56 5.82 N 06/13/96 0.51 13.68 0.37 0.53 5.53
GFSB 1.481 80,913 12.04 12.04 1.53 1.08 8.47 N 06/13/96 0.97 11.01 0.46 1.19 9.91
GLBK 0.000 35,903 16.31 16.31 0.95 0.78 4.98 N 06/13/96 0.00 29.46 0.14 0.87 5.47
GLN 0.000 14,367,978 6.55 6.16 0.90 0.23 2.51 N 06/13/96 2.08 24.67 0.19 0.56 8.87
GPT 2.723 14,469,048 10.58 6.31 2.30 0.96 6.85 N 06/13/96 2.94 12.24 0.60 0.75 7.04
GROV 2.810 586,433 6.24 6.23 2.75 0.81 13.29 N 06/13/96 0.75 8.54 0.75 0.89 14.19
GRTR 0.000 2,575,726 7.69 7.69 0.68 0.75 8.37 N 06/13/96 9.07 16.36 0.17 0.65 6.63
GSBC 2.545 658,997 10.12 9.97 2.24 1.74 17.18 N 06/13/96 2.03 10.11 0.68 1.98 19.63
GSLC 1.194 102,967 6.19 6.19 0.51 0.68 10.91 N 06/13/96 3.14 19.03 0.11 0.79 12.35
GTFN 1.778 2,477,204 11.35 11.19 1.27 1.00 8.18 N 06/13/96 0.44 19.85 0.34 1.06 9.02
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 17
<PAGE>
FERGUSON & CO., LLP EXHIBIT V - SELECTED PUBLICLY HELD THRIFTS
- -------------------
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Current Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Dividend Assets Assets T Assets EPS Extra Extra Merger Current Assets Core EPS Extra Extra
Yield ($000) (%) (%) ($) (%) (%) Target? Pricing (%) EPS ($) (%) (%)
Ticker (%) MRQ MRQ MRQ LTM LTM LTM (Y/N) Date MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GWBC 2.883 73,005 24.99 24.99 0.65 1.05 3.91 N 06/13/96 0.05 23.13 0.15 0.93 3.70
GWF 4.233 43,762,730 6.45 5.77 1.74 0.65 11.05 N 06/13/96 1.81 12.84 0.46 0.65 10.30
HALL 0.000 339,283 7.82 7.82 1.05 0.57 6.40 N 06/13/96 0.06 11.03 0.34 0.61 7.54
HARB 4.528 932,858 8.86 8.86 2.15 1.19 13.70 N 06/13/96 0.54 12.05 0.55 1.19 13.47
HARL 2.177 273,997 7.05 7.05 1.71 0.82 11.94 N 06/13/96 0.00 10.68 0.43 0.78 11.03
HARS 3.569 1,249,497 12.07 11.39 0.73 0.70 5.58 N 06/13/96 0.75 29.02 0.14 0.55 4.51
HAVN 2.143 1,485,076 6.30 6.26 2.09 0.68 10.26 N 06/13/96 1.17 11.29 0.62 0.78 12.15
HBFW 1.333 312,758 16.42 16.42 0.84 0.86 4.97 N 06/13/96 0.00 16.30 0.23 0.85 5.01
HFFC 2.200 574,027 8.97 8.95 1.07 0.78 8.68 N 06/13/96 0.69 11.36 0.33 1.02 11.15
HHFC 3.077 73,005 17.71 17.71 0.64 0.80 4.31 N 06/13/96 0.20 23.21 0.14 0.63 3.47
HIFS 2.286 179,389 10.04 10.04 1.44 1.12 10.71 N 06/13/96 0.34 10.61 0.33 0.98 9.52
HMCI 0.000 341,742 6.07 6.07 0.74 0.37 6.28 N 06/13/96 3.24 37.50 0.12 0.42 6.92
HMNF 0.000 542,012 16.77 16.77 1.05 1.10 6.27 N 06/13/96 0.14 14.90 0.26 1.18 6.88
HNFC 0.000 682,029 7.97 7.74 1.36 0.62 8.24 N 06/13/96 0.13 18.20 0.34 0.71 8.99
HOFL 5.872 1,227,371 25.52 25.52 0.85 1.70 6.58 N 06/13/96 0.06 17.03 0.20 1.66 6.40
HOMF 1.835 606,266 8.29 7.99 2.70 1.20 15.05 N 06/13/96 0.46 9.60 0.71 1.26 15.15
HPBC 4.444 166,866 11.26 11.26 1.59 1.75 15.10 N 06/13/96 0.00 8.88 0.38 1.71 15.24
HRBF 3.137 154,218 19.03 19.03 0.61 0.82 3.77 N 06/13/96 0.06 35.42 0.09 0.44 2.18
HRZB 2.560 488,968 16.19 16.19 1.09 1.53 9.51 N 06/13/96 0.00 10.78 0.29 1.57 9.73
HSBK 1.965 355,071 6.51 6.51 1.13 0.68 9.94 N 06/13/96 0.27 71.25 0.05 0.14 2.11
HVFD 2.939 339,630 8.30 8.28 1.13 0.65 7.98 N 06/13/96 0.77 13.51 0.34 0.74 8.83
IBSF 1.699 756,928 20.40 20.40 0.77 1.11 5.16 N 06/13/96 0.07 20.77 0.17 0.98 4.69
IFSB 2.750 263,735 6.40 5.56 0.48 0.49 7.71 N 06/13/96 NA 66.67 0.03 0.33 5.09
IFSL 3.646 717,720 9.82 9.19 1.44 1.02 10.75 N 06/13/96 1.27 14.11 0.35 0.91 9.27
INCB 2.642 94,476 14.98 14.98 0.70 0.67 4.39 N 06/13/96 NA 23.66 0.14 0.54 3.53
IPSW 1.928 134,065 6.32 6.32 1.20 1.38 22.40 N 06/13/96 2.23 7.20 0.36 1.37 22.01
IROQ 2.188 451,060 7.19 7.19 1.61 0.98 14.79 N 06/13/96 1.21 9.62 0.38 0.90 13.01
IWBK 1.969 1,368,548 6.88 6.69 1.89 1.08 14.78 N 06/13/96 0.59 11.50 0.53 1.18 16.81
JSBA 1.231 1,114,294 7.28 6.08 1.62 0.62 8.90 N 06/13/96 0.97 16.67 0.39 0.71 9.87
JSBF 3.609 1,548,328 21.83 21.83 2.16 1.47 6.76 N 06/13/96 NA 14.84 0.56 1.58 7.21
KNK 2.078 363,182 9.80 9.15 1.05 0.50 4.53 N 06/13/96 0.20 18.51 0.26 0.44 4.39
KSAV 3.333 89,871 15.16 15.15 1.40 1.14 6.85 N 06/13/96 0.73 12.50 0.36 1.12 7.02
KSBK 0.909 127,372 6.85 6.34 2.75 0.79 12.20 N 06/13/96 1.72 6.96 0.79 0.89 13.10
LARK 2.623 193,403 17.20 17.20 0.79 0.91 5.30 N 06/13/96 0.15 21.18 0.18 0.90 5.11
LARL 2.169 193,008 10.68 10.68 1.60 1.35 13.23 N 06/13/96 0.70 8.58 0.43 1.38 13.09
LBCI 2.609 669,949 9.53 9.50 1.30 0.56 5.49 N 06/13/96 0.12 14.74 0.39 0.63 6.59
LBFI 2.462 143,223 17.14 17.14 0.87 1.06 5.76 N 06/13/96 0.50 21.38 0.19 0.90 5.15
LFED 4.634 266,658 16.35 16.35 0.81 1.03 6.32 N 06/13/96 0.01 15.01 0.23 1.17 7.07
</TABLE>
SOURCE: SNL & F&C CALCULATIONS 18
<PAGE>
FERGUSON & CO., LLP EXHIBIT V -
- ------------------- SELECTED PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Current Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Dividend Assets Assets T Assets EPS Extra Extra Merger Current Assets Core EPS Extra Extra
Yield ($000) (%) (%) ($) (%) (%) Target? Pricing (%) EPS ($) (%) (%)
Ticker (%) MRQ MRQ MRQ LTM LTM LTM (Y/N) Date MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LIFB 3.088 1,204,577 12.73 12.32 0.95 0.85 5.91 N 06/13/96 0.73 14.25 0.25 0.89 6.45
LISB 1.333 4,834,405 10.69 10.69 1.72 0.95 8.72 N 06/13/96 NA 19.23 0.39 0.92 8.46
LOAN 1.488 126,884 8.64 8.37 0.89 1.53 17.40 N 06/13/96 0.15 16.80 0.16 1.12 12.44
LSBI 1.969 162,520 10.66 10.66 1.21 0.83 6.94 N 06/13/96 0.19 11.95 0.34 0.86 7.81
LSBX 0.000 323,523 7.56 7.56 0.79 1.15 14.78 N 06/13/96 1.98 5.67 0.24 1.29 16.27
LVSB 1.299 455,155 9.95 7.82 1.28 1.15 10.25 N 06/13/96 1.89 10.46 0.46 1.35 12.79
MAFB 1.286 1,980,184 5.54 5.54 2.87 0.91 15.57 N 06/13/96 0.40 8.52 0.73 0.87 15.36
MARN 4.000 179,329 24.00 24.00 1.17 1.41 5.79 N 06/13/96 0.93 17.24 0.29 1.37 5.68
MASB 2.657 858,922 10.16 10.16 3.08 1.05 10.32 N 06/13/96 0.33 11.04 0.75 1.04 9.74
MCBN 2.614 54,362 9.06 9.06 1.22 0.56 6.27 N 06/13/96 1.10 19.92 0.24 0.50 5.46
MCBS 2.192 290,903 12.52 12.51 1.79 1.40 10.14 N 06/13/96 0.21 10.86 0.42 1.19 9.04
MDBK 3.200 980,973 8.89 8.13 2.01 1.03 11.58 N 06/13/96 0.55 9.84 0.54 1.12 12.41
MERI 1.765 227,121 7.44 7.44 2.71 1.02 14.10 N 06/13/96 NA 13.28 0.64 1.02 13.73
MFBC 0.000 200,895 19.31 19.31 0.64 0.69 3.40 N 06/13/96 0.00 18.42 0.19 0.81 4.08
MFFC 3.728 171,708 19.98 19.98 0.70 1.13 4.88 N 06/13/96 0.20 21.46 0.15 1.00 4.75
MFLR 2.857 110,680 9.87 9.67 0.85 0.85 7.90 N 06/13/96 1.57 15.91 0.22 0.91 8.87
MFSL 2.246 1,143,338 8.22 8.09 1.97 0.80 10.02 N 06/13/96 0.18 13.70 0.52 0.59 7.27
MGNL 1.714 1,290,780 9.77 9.23 2.80 1.79 18.11 N 06/13/96 2.56 11.67 0.75 1.55 15.20
MIFC 1.280 119,395 9.02 9.01 0.53 0.84 8.90 N 06/13/96 0.15 12.02 0.13 0.80 8.66
MIVI 0.000 69,983 18.86 18.86 0.89 1.32 6.73 N 06/13/96 0.08 14.80 0.19 1.01 5.17
MLFB 3.200 1,765,812 7.95 7.76 1.62 0.71 7.88 N 06/13/96 0.59 17.46 0.34 0.64 7.64
MORG 1.959 71,654 14.66 14.66 0.77 0.97 6.38 N 06/13/96 0.28 14.58 0.21 0.95 6.42
MSBB 3.810 863,256 8.12 4.19 1.25 0.46 NA N 06/13/96 NA 32.81 0.12 0.36 NA
MSBF 2.963 56,317 22.63 22.63 1.41 1.92 7.79 N 06/13/96 0.11 11.40 0.37 1.85 7.77
MSEA 0.000 778,165 6.54 5.95 1.50 0.76 11.97 N 06/13/96 NA 6.43 0.53 1.03 15.43
MWBI 2.019 136,809 6.94 6.94 2.36 0.99 14.16 N 06/13/96 0.27 10.55 0.61 0.69 9.55
MWBX 2.500 477,665 7.48 7.48 0.42 1.26 17.00 N 06/12/96 1.92 9.09 0.11 1.24 16.42
MWFD 0.984 178,249 9.35 8.96 0.93 1.20 12.27 N 06/13/96 0.26 14.66 0.26 1.28 13.38
NASB 2.050 664,250 7.35 7.07 3.39 1.33 18.15 N 06/13/96 3.36 7.94 0.96 1.43 19.05
NFSL 2.051 160,656 11.58 11.51 1.84 1.89 17.69 N 06/13/96 0.67 11.61 0.42 1.87 16.31
NHTB 5.063 252,481 7.69 7.69 0.86 0.58 7.41 N 06/13/96 1.39 11.76 0.21 0.56 7.31
NMSB 2.963 291,578 11.13 11.13 1.34 2.07 19.16 N 06/13/96 2.85 12.98 0.13 0.83 7.20
NSBK 2.797 1,580,435 7.74 7.67 3.09 1.15 15.75 N 06/13/96 0.51 11.03 0.81 1.10 14.41
NSSB 2.909 711,628 10.57 9.64 0.96 0.83 7.38 N 06/13/96 1.92 13.75 0.25 0.81 7.45
NSSY 0.000 541,702 7.98 7.98 1.00 0.76 8.88 N 06/13/96 2.90 14.15 0.36 0.71 8.32
NTMG 0.000 85,194 6.51 6.51 0.35 0.66 11.05 N 06/13/96 1.47 15.63 0.12 0.74 11.94
NWEQ 3.512 86,355 13.74 13.74 0.86 1.06 6.95 N 06/13/96 0.78 11.65 0.22 1.01 7.00
NWSB 2.553 1,767,455 10.67 10.56 0.77 1.06 9.34 N 06/13/96 0.98 13.99 0.21 1.09 9.75
</TABLE>
<PAGE>
FERGUSON & CO., LLP EXHIBIT V -
- ------------------- SELECTED PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Current Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Dividend Assets Assets T Assets EPS Extra Extra Merger Current Assets Core EPS Extra Extra
Yield ($000) (%) (%) ($) (%) (%) Target? Pricing (%) EPS ($) (%) (%)
Ticker (%) MRQ MRQ MRQ LTM LTM LTM (Y/N) Date MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NYB 3.168 2,754,437 5.78 5.78 2.40 1.19 19.84 N 06/13/96 1.49 9.28 0.68 1.37 22.82
OFCP 1.954 745,464 10.92 8.94 0.74 0.99 4.97 N 06/13/96 0.29 17.80 0.23 0.92 6.42
OHSL 3.897 205,462 12.42 12.42 1.42 0.95 7.51 N 06/13/96 0.03 13.54 0.36 0.89 7.05
PALM 0.634 623,553 8.45 8.07 0.70 0.66 8.53 N 06/13/96 4.14 21.04 0.15 0.69 8.38
PBCI 4.737 368,394 15.50 15.38 1.54 1.42 9.05 N 06/13/96 2.29 13.57 0.35 1.30 8.27
PBCT 3.902 6,916,300 8.17 8.17 1.53 1.15 14.62 N 06/13/96 1.66 14.64 0.35 1.21 15.07
PBKB 2.835 533,134 4.93 4.68 0.70 0.80 12.24 N 06/13/96 1.21 18.99 0.13 0.75 12.20
PBNB 4.488 406,276 10.81 10.09 1.80 0.85 7.81 N 06/13/96 0.44 10.68 0.48 0.88 7.92
PCBC 1.875 78,480 20.05 20.05 0.93 1.00 4.86 N 06/13/96 0.04 18.18 0.22 0.91 4.44
PCCI 0.000 286,926 7.91 7.91 0.93 1.36 23.43 N 06/13/96 6.49 8.85 0.24 1.03 12.83
PFDC 2.683 280,778 15.26 15.26 1.69 1.45 9.58 N 06/13/96 0.28 11.60 0.45 1.53 10.03
PFNC 0.000 347,991 5.52 5.48 0.69 0.86 19.35 N 06/13/96 1.33 159.38 0.01 0.84 15.69
PFSB 0.000 1,022,777 8.97 7.24 1.39 0.74 7.04 N 06/13/96 0.96 10.10 0.39 0.83 8.63
PFSL 5.424 369,379 5.95 5.95 1.24 0.56 9.45 N 06/13/96 0.20 11.90 0.31 0.56 9.43
PHBK 3.379 3,301,647 8.37 7.29 2.12 1.22 14.14 N 06/13/96 1.14 9.32 0.54 1.23 14.13
PKPS 1.860 839,174 8.49 8.49 1.58 1.94 25.03 N 06/13/96 2.18 22.40 0.06 0.38 4.42
PLE 4.465 185,793 8.19 7.93 1.52 0.79 10.34 N 06/13/96 0.22 11.86 0.34 0.75 9.69
PMFI 1.690 374,039 9.64 9.64 0.74 0.41 4.09 N 06/13/96 0.52 21.13 0.21 0.46 4.75
POBS 4.404 267,428 25.05 25.05 0.87 2.31 9.35 N 06/13/96 0.19 17.03 0.20 2.23 9.10
PSAB 3.831 608,967 9.44 8.88 1.42 1.02 10.89 N 06/13/96 0.60 11.38 0.39 1.05 11.28
PSBK 2.689 785,554 8.86 8.86 2.75 0.99 10.53 N 06/13/96 1.06 10.48 0.71 1.02 11.12
PTRS 1.477 113,862 9.73 9.73 1.13 0.54 5.67 N 06/13/96 2.49 203.13 0.02 0.03 0.36
PULB 5.424 179,406 12.63 12.63 0.62 0.84 6.94 N 06/13/96 0.45 20.49 0.18 0.95 7.52
PULS 4.058 452,455 11.89 11.89 1.34 1.17 10.04 N 06/13/96 1.20 12.68 0.34 1.19 9.97
PVFC 0.000 318,100 6.70 6.70 1.88 1.13 17.86 N 06/13/96 NA 9.74 0.52 1.18 17.84
PVSA 2.000 914,016 7.42 7.39 2.59 1.04 15.22 N 06/13/96 0.18 9.42 0.69 1.32 18.51
PWBC 2.667 680,434 7.85 7.20 0.97 0.61 7.46 N 06/13/96 0.64 13.50 0.25 0.61 7.37
QCBC 0.000 692,974 9.88 9.83 0.80 0.50 4.90 N 06/13/96 2.31 15.63 0.23 0.54 5.46
QCSB 2.100 1,259,485 16.98 16.98 3.53 1.74 9.88 N 06/13/96 0.48 13.08 0.91 1.70 9.88
RARB 2.892 346,841 7.24 7.07 1.66 0.82 10.69 N 06/13/96 0.48 11.28 0.46 0.86 11.44
RCSB 1.882 4,111,153 9.03 8.81 2.10 1.05 11.55 N 06/13/96 0.72 12.03 0.53 1.00 11.20
RELY 2.992 1,744,365 8.86 6.16 1.12 0.88 6.80 N 06/13/96 0.82 12.81 0.30 0.75 7.96
RFED 3.307 9,134,660 5.57 5.32 1.77 0.66 14.19 N 06/13/96 0.28 10.19 0.46 0.93 18.99
ROSE 2.393 3,001,958 6.23 6.23 2.04 0.86 12.68 N 06/13/96 0.87 11.15 0.60 0.98 15.08
RVSB 1.333 209,506 11.02 9.88 1.10 1.31 12.02 N 06/13/96 0.26 12.93 0.29 1.57 14.33
SBCN 4.000 197,137 13.01 13.01 0.77 0.39 2.95 N 06/13/96 0.20 31.25 0.12 (0.41) (3.08)
SCCB 3.636 44,088 28.47 28.47 0.81 1.35 4.50 N 06/13/96 NA 19.64 0.21 1.38 4.75
SECP 0.980 3,344,642 16.88 16.88 3.11 0.89 5.09 N 06/13/96 0.12 16.47 0.93 0.85 4.90
</TABLE>
<PAGE>
FERGUSON & CO., LLP EXHIBIT V -
- ------------------- SELECTED PUBLICLY HELD THRIFTS
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Current Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Dividend Assets Assets T Assets EPS Extra Extra Merger Current Assets Core EPS Extra Extra
Yield ($000) (%) (%) ($) (%) (%) Target? Pricing (%) EPS ($) (%) (%)
Ticker (%) MRQ MRQ MRQ LTM LTM LTM (Y/N) Date MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SFB 1.980 13,505,427 6.95 6.00 3.44 0.93 13.88 N 06/13/96 0.22 10.78 0.89 0.95 13.89
SFBM 3.160 360,021 8.92 7.78 1.21 0.69 8.01 N 06/13/96 0.11 18.08 0.28 0.71 7.92
SFFC 2.500 74,182 20.12 20.12 1.04 1.18 5.80 N 06/13/96 NA 14.81 0.27 1.18 5.91
SFSB 1.829 362,272 7.14 7.10 1.13 0.51 6.97 N 06/13/96 0.25 16.20 0.27 0.46 6.36
SFSL 3.143 469,656 8.71 8.49 1.37 1.18 13.51 N 06/13/96 0.44 11.29 0.31 0.83 9.29
SHEN 2.233 355,710 13.24 13.24 1.37 1.01 7.19 N 06/13/96 0.48 15.36 0.35 1.10 7.95
SISB 0.000 1,135,170 7.42 7.42 2.52 1.28 17.92 N 06/13/96 1.10 10.12 0.42 0.89 12.08
SJSB 1.928 150,752 11.67 11.67 0.90 0.63 5.00 N 06/13/96 0.29 28.82 0.18 0.46 3.84
SMBC 3.571 161,992 16.40 16.40 0.73 0.87 4.98 N 06/13/96 0.97 14.00 0.25 1.13 6.84
SMFC 0.000 263,890 11.98 11.98 1.04 0.83 6.26 N 06/13/96 0.00 12.11 0.32 0.86 7.02
SOPN 3.158 256,294 26.21 26.21 0.97 1.48 5.68 N 06/13/96 0.03 19.00 0.25 1.52 5.83
SOSA 0.000 509,502 5.46 5.46 0.10 0.33 6.38 N 06/13/96 9.74 7.35 0.05 0.60 11.11
SPBC 1.730 4,142,858 9.24 9.21 1.80 0.89 9.59 N 06/13/96 0.63 14.10 0.41 0.85 9.04
SSBK 2.286 504,631 8.28 8.11 1.61 1.00 11.88 N 06/13/96 0.03 12.80 0.41 0.96 11.41
STFR 1.584 1,295,580 10.43 10.01 1.82 1.31 11.70 N 06/13/96 0.03 12.63 0.50 1.36 12.42
STND 2.116 2,186,603 12.30 12.30 0.93 0.88 6.23 N 06/13/96 0.14 15.76 0.24 0.93 7.18
STSA 0.000 1,497,617 5.83 5.04 0.88 0.45 7.72 N 06/13/96 0.63 14.50 0.25 0.50 8.61
SVRN 0.820 8,411,108 5.21 3.83 0.96 0.80 16.63 N 06/13/96 0.55 9.86 0.26 0.78 16.81
SWBI 3.982 349,543 12.00 12.00 1.91 1.19 8.83 N 06/13/96 0.25 15.77 0.43 0.99 7.67
SWCB 5.000 423,871 8.60 8.08 1.76 0.85 10.48 N 06/13/96 1.34 11.36 0.44 0.86 10.30
TCB 2.290 7,039,282 7.69 7.37 2.61 1.37 20.18 N 06/13/96 0.92 12.22 0.67 1.48 19.67
THBC 3.077 80,484 22.20 22.20 0.98 1.38 6.09 N 06/13/96 0.51 12.04 0.27 1.42 6.27
THRD 2.207 519,196 14.31 14.31 0.91 0.92 5.60 N 06/13/96 0.35 13.43 0.27 1.08 7.53
TRIC 2.703 73,436 17.83 17.83 0.95 0.94 4.69 N 06/13/96 0.18 18.50 0.25 0.89 4.73
TWIN 4.000 102,423 13.76 13.76 1.10 1.08 7.84 N 06/13/96 0.42 12.90 0.31 1.18 8.38
UBMT 4.693 104,574 23.53 23.53 1.32 1.50 6.64 N 06/13/96 NA 18.03 0.26 1.16 5.09
UFRM 2.500 252,170 8.27 8.27 0.65 0.87 11.31 N 06/13/96 0.19 16.67 0.12 0.72 8.70
VFFC 0.851 713,931 7.72 7.46 1.18 1.21 16.02 N 06/13/96 2.89 11.30 0.26 1.25 15.98
WAMU 2.983 22,344,769 7.38 6.74 2.69 1.00 15.08 N 06/13/96 0.51 10.54 0.70 1.08 15.70
WAYN 4.088 248,503 9.20 9.20 0.90 0.58 6.32 N 06/13/96 0.93 18.98 0.27 0.66 7.05
WBST 2.216 3,813,173 5.61 4.43 2.46 0.56 10.43 N 06/13/96 1.44 12.03 0.60 0.63 10.89
WCBI 2.096 309,265 15.64 15.64 1.38 1.32 8.46 N 06/13/96 0.58 15.90 0.34 1.26 8.03
WFCO 3.429 262,329 7.89 7.70 0.99 0.94 12.54 N 06/13/96 0.49 12.76 0.24 0.92 11.95
WFSL 4.069 4,928,989 12.13 11.61 1.78 1.75 13.78 N 06/13/96 0.60 10.60 0.51 1.79 14.56
WLDN 3.413 1,019,288 9.37 8.13 1.86 0.99 10.82 N 06/13/96 0.73 9.01 0.52 1.13 12.01
WRNB 3.520 354,882 8.95 8.95 1.42 1.65 19.83 N 06/13/96 2.05 8.22 0.38 1.85 20.68
WSB 1.818 262,632 8.08 8.08 0.40 0.92 12.60 N 06/13/96 NA 12.50 0.11 0.95 12.31
WSFS 0.000 1,259,332 5.86 5.80 1.11 2.21 41.09 N 06/13/96 3.18 9.08 0.21 0.99 15.87
</TABLE>
<PAGE>
FERGUSON & CO., LLP EXHIBIT V - SELECTED PUBLICLY HELD THRIFTS
- -------------------
<TABLE>
<CAPTION>
Tangible ROAA ROACE ROAA ROACE
Current Total Equity/ Equity/ Core Before Before NPAs/ Price/ Core Before Before
Dividend Assets Assets T Assets EPS Extra Extra Merger Current Assets Core EPS Extra Extra
Yield ($000) (%) (%) ($) (%) (%) Target? Pricing (%) EPS ($) (%) (%)
Ticker (%) MRQ MRQ MRQ LTM LTM LTM (Y/N) Date MRQ (x) MRQ MRQ MRQ
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WSTR 2.365 588,255 13.28 13.28 0.89 0.76 5.68 N 06/13/96 0.02 14.38 0.25 0.77 5.73
WVFC 1.928 240,282 15.12 15.12 1.75 1.23 8.09 N 06/13/96 0.45 11.28 0.46 1.37 8.74
YFED 3.582 1,048,673 8.78 8.78 1.36 0.97 11.42 N 06/13/96 1.13 13.09 0.32 0.89 10.29
Maximum 6.67 43,762,730 28.51 28.51 5.61 2.31 41.09 9.74 203.13 1.70 2.32 34.19
Minimum 0.00 35,903 3.31 2.71 0.10 0.20 2.06 0.00 5.66 0.01 (0.41) (3.08)
Average 2.24 1,631,056 10.54 10.28 1.44 0.97 10.22 0.96 16.84 0.37 0.95 10.10
Median 2.22 451,060 8.95 8.53 1.33 0.93 9.35 0.60 13.09 0.34 0.92 9.52
</TABLE>
22
<PAGE>
FERGUSON & CO.,LLP EXHIBIT VI - COMPARATIVE GROUP PRICE CHANGES
- ------------------
<TABLE>
<CAPTION>
June 13, 1996 April 30, 1996 Increase (Decrease)
-------------------- -------------------- -------------------
Stock Market Stock Market Stock Market
Price Value Price Value Price Value
Ticker Short Name City State ($) ($M) ($) ($M) (%) (%)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BRFC Bridgeville Savings Bank Bridgeville PA 13.750 15.46 14.000 15.74 (1.79) (1.78)
CCFH CCF Holding Company Jonesboro GA 11.500 13.00 12.125 13.71 (5.15) (5.18)
CZF CitiSave Financial Corp Baton Rouge LA 14.250 13.75 14.625 14.11 (2.56) (2.55)
GUPB GFSB Bancorp, Inc. Gallup NM 13.500 12.81 14.375 13.64 (6.09) (6.09)
GWBC Gateway Bancorp, Inc. Catlettsburg KY 13.875 15.83 14.250 17.09 (2.63) (7.37)
HFSA Hardin Bancorp, Inc. Hardin MO 11.750 12.43 12.000 12.70 (2.08) (2.13)
HHFC Harvest Home Financial Corp. Cheviot OH 13.000 11.64 12.250 10.97 6.12 6.11
KYF Kentucky First Bancorp, Inc Cynthiana KY 13.375 18.57 12.250 17.01 9.18 9.17
MIVI Mississippi View Holding Co. Little Falls MN 11.250 10.77 11.500 11.59 (2.17) (7.08)
NSLB NS&L Bancorp, Inc. Neosho MO 12.875 11.43 13.250 11.80 (2.83) (3.14)
PCBC Perry County Financial Corp. Perryville MO 16.000 13.70 17.000 14.56 (5.88) (5.91)
TRIC Tri-County Bancorp, Inc. Torrington WY 18.500 11.26 17.500 11.21 5.71 0.45
Maximum 18.500 18.57 17.500 17.09 9.18 9.17
Minimum 11.200 10.77 11.500 10.97 (6.09) (7.37)
Average 13.635 13.39 13.760 13.68 (0.85) (2.12)
Median 13.438 12.91 13.625 13.68 (2.37) (2.84)
</TABLE>
SOURCE: SNL & F&C CALCULATIONS
23
<PAGE>
FERGUSON & CO., LLP EXHIBIT VII - PRO FORMA COMPARISONS
- -------------------
CONVERTING INSTITUTION TO COMPARATIVE GROUP
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION, OAKDALE, LOUISIANA
AS OF JUNE 13, 1996
<TABLE>
<CAPTION>
Ticker Name Price Mk Value PE P/Book P/TBook P/Assets Div Yld Assets Eq/A
($) ($Mil) (X) (%) (%) (%) (%) ($000) (%)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
First Federal
-------------
Before Conversion N/A N/A N/A N/A N/A N/A N/A 29,605 7.10
Pro Forma Supermax 10.000 3.31 10.54 70.91 70.91 10.28 3.00 32,165 14.50
Pro Forma Maximum 10.000 2.88 9.43 67.13 67.13 9.05 3.00 31,785 13.47
Pro Forma Midpoint 10.000 2.50 8.41 63.24 63.24 7.95 3.00 31,455 12.57
Pro Forma Minimum 10.000 2.13 7.33 58.65 58.65 6.83 3.00 31,125 11.64
Comparative Group
-----------------
Averages 13.635 13.39 19.53 86.05 86.05 18.59 2.70 73,246 21.40
Medians 13.438 12.91 19.17 87.37 87.40 17.36 2.92 73,221 20.64
Louisiana Public Thrifts
------------------------
Averages 19.900 51.82 14.99 113.77 113.79 16.32 2.20 308,342 15.10
Medians 15.875 48.58 14.99 96.98 97.04 17.25 2.02 265,039 17.16
Southwest Region Thrifts
------------------------
Averages 17.768 28.78 13.93 108.83 112.90 11.44 1.82 533,536 11.15
Medians 16.250 16.72 12.55 100.68 104.84 11.75 1.77 143,123 8.64
All Public Thrifts
------------------
Averages 18.839 156.66 14.13 113.73 118.76 11.46 2.24 1,631,056 10.54
Medians 17.750 49.44 13.58 109.25 113.23 10.45 2.22 451,060 8.95
Comparative Group
-----------------
BRFC BridgevilleSB-PA 13.750 15.46 21.48 97.31 97.31 27.74 2.33 55,712 28.51
CCFH CCFHoldingCo-GA 11.500 13.00 20.54 77.76 77.76 16.51 3.48 78,772 21.23
CZF CitiSaveFinCorp-LA 14.250 13.75 14.84 87.64 87.69 17.25 2.11 79,717 18.19
GUPB GFSBBancorp-NM 13.500 12.81 18.75 78.99 78.99 18.19 2.96 70,422 23.03
GWBC GatewayBancorp-KY 13.875 15.83 23.13 89.40 89.40 22.34 2.88 73,005 24.99
HFSA HardinBancorp-MO 11.750 12.43 19.58 77.56 77.56 14.91 3.40 83,386 19.23
HHFC HarvestHome-OH 13.000 11.64 23.21 90.03 90.03 15.94 3.08 73,005 17.71
KYF KYFirstBancorp-KY 13.375 18.57 14.58 93.60 93.60 22.11 3.74 83,981 23.63
MIVI MissViewHoldCo-MN 11.250 10.77 14.80 81.64 81.64 15.39 - 69,983 18.86
NSLB NS&LBancorp-MO 12.875 11.43 26.82 82.43 82.43 19.36 3.88 59,052 23.48
PCBC PerryCountyFin-MO 16.000 13.70 18.18 87.10 87.10 17.46 1.88 78,480 20.05
TRIC TriCBancorp,Inc-WY 18.500 11.26 18.50 89.11 89.11 15.89 2.70 73,436 17.83
<CAPTION>
Ticker Name TEq/A EPS ROAA ROAE
(%) ($) (%) (%)
<S> <C> <C> <C> <C> <C>
First Federal
-------------
Before Conversion 7.10 N/A 0.89 13.27
Pro Forma Supermax 14.50 0.95 1.00 6.95
Pro Forma Maximum 13.47 1.06 0.98 7.38
Pro Forma Midpoint 12.57 1.19 0.97 7.82
Pro Forma Minimum 11.64 1.36 0.95 8.34
Comparative Group
-----------------
Averages 21.4 0.72 1.02 4.49
Medians 20.6 0.68 1.03 4.34
Louisiana Public Thrifts
------------------------
Averages 15.10 1.99 1.12 8.69
Medians 17.16 1.99 1.15 7.22
Southwest Region Thrifts
------------------------
Averages 11.02 1.37 0.94 9.82
Medians 8.37 0.89 0.97 9.84
All Public Thrifts
------------------
Averages 10.28 1.44 0.97 10.22
Medians 8.53 1.33 0.93 9.35
Comparative Group
-----------------
BRFC BridgevilleSB-PA 28.51 0.64 1.24 4.24
CCFH CCFHoldingCo-GA 21.23 0.56 0.85 4.46
CZF CitiSaveFinCorp-LA 18.17 0.96 1.15 6.18
GUPB GFSBBancorp-NM 23.03 0.72 1.25 3.95
GWBC GatewayBancorp-KY 24.99 0.60 1.05 3.70
HFSA HardinBancorp-MO 19.23 0.60 0.64 3.74
HHFC HarvestHome-OH 17.71 0.56 0.80 3.47
KYF KYFirstBancorp-KY 23.63 0.92 1.12 5.97
MIVI MissViewHoldCo-MN 18.86 0.76 1.32 5.17
NSLB NS&LBancorp-MO 23.48 0.48 0.92 3.84
PCBC PerryCountyFin-MO 20.05 0.88 1.00 4.44
TRIC TriCBancorp,Inc-WY 17.83 1.00 0.94 4.73
</TABLE>
Note: Stock prices are closing prices or last trade. Pro forma calculations for
First Federal are based on sales at $10 per share with a midpoint of
$2,500,000, minimum of $2,125,000, and maximum of $2,875,000.
SOURCES: FIRST FEDERAL'S AUDITED AND UNAUDITED FINANCIAL STATEMENTS, SNL
SECURITIES, AND F&CCALCULATIONS.
24
<PAGE>
FERGUSON & CO., LLP EXHIBIT VIII
- -------------------
COMPARISON OF PRICING RATIOS
<TABLE>
<CAPTION>
Group Percent Premium
First Compared to (Discount) Versus
---------------------- ------------------------
Federal Average Median Average Median
-------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
COMPARISON OF PE RATIO AT
MIDPOINT TO:
-------------------------
Comparative group 8.4 19.5 19.2 (56.9) (56.3)
Louisiana thrifts 8.4 15.0 15.0 (44.0) (44.0)
Southwest Region thrifts 8.4 13.9 12.6 (39.6) (33.3)
All public thrifts 8.4 14.1 13.6 (40.4) (38.2)
COMPARISON OF PE RATIO AT
MAXIMUM TO:
-------------------------
Comparative group 9.4 19.5 19.2 (51.8) (51.0)
Louisiana thrifts 9.4 15.0 15.0 (37.3) (37.3)
Southwest Region thrifts 9.4 13.9 12.6 (32.4) (25.4)
All public thrifts 9.4 14.1 13.6 (33.3) (30.9)
COMPARISON OF PE RATIO AT
SUPERMAXIMUM TO:
-------------------------
Comparative group 10.5 19.5 19.2 (46.2) (45.3)
Louisiana thrifts 10.5 15.0 15.0 (30.0) (30.0)
Southwest Region thrifts 10.5 13.9 12.6 (24.5) (16.7)
All public thrifts 10.5 14.1 13.6 (25.5) (22.8)
COMPARISON OF PB RATIO AT
MIDPOINT TO:
-------------------------
Comparative group 63.2 86.1 87.4 (26.6) (27.7)
Louisiana thrifts 63.2 113.8 97.0 (44.5) (34.8)
Southwest Region thrifts 63.2 108.8 100.7 (41.9) (37.2)
All public thrifts 63.2 113.7 109.3 (44.4) (42.2)
COMPARISON OF PB RATIO AT
MAXIMUM TO:
-------------------------
Comparative group 67.1 86.1 87.4 (22.1) (23.2)
Louisiana thrifts 67.1 113.8 97.0 (41.0) (30.8)
Southwest Region thrifts 67.1 108.8 100.7 (38.3) (33.4)
All public thrifts 67.1 113.7 109.3 (41.0) (38.6)
COMPARISON OF PB RATIO AT
SUPERMAXIMUM TO:
-------------------------
Comparative group 70.9 86.1 87.4 (17.7) (18.9)
Louisiana thrifts 70.9 113.8 97.0 (37.7) (26.9)
Southwest Region thrifts 70.9 108.8 100.7 (34.8) (29.6)
All public thrifts 70.9 113.7 109.3 (37.6) (35.1)
</TABLE>
25
<PAGE>
FERGUSON & CO., LLP EXHIBIT IX
- --------------------
PRO FORMA ASSUMPTIONS
1. Net proceeds from the conversion were invested at the beginning of the
period at 5.40%, which was the approximate rate on the one-year treasury
bill on March 31, 1996. This rate was selected because it is considered
more representative of the rate the Association is likely to earn.
2. First Federal's ESOP will acquire 8% of the conversion stock with loan
proceeds obtained from the Holding Company; therefore, there will be no
interest expense. We assumed that the ESOP expense is 10% annually of the
initial ESOP purchase.
3. First Federal's RP will acquire 4% of the stock through open market
purchases at $10 per share and the expense is recognized ratably over five
years as the shares vest.
4. All pro forma income and expense items are adjusted for income taxes at
a combined state and federal rate of 36%.
5. In calculating the pro forma adjustments to net worth, the ESOP and RP
are deducted in accordance with generally accepted accounting principles.
6. Earnings per share calculations have ignored AICPA SOP 93-6.
Calculating earnings per share under SOP 93-6 and assuming 10% of the ESOP
shares are committed to be released and allocated to the individual
accounts at the beginning of the period would yield earnings per share of
$1.47, $1.28, $1.14, and $1.02, and price to earnings ratios of 6.81, 7.80,
8.75, and 9.78, at the minimum, midpoint, maximum, and supermaximum of the
range, respectively.
26
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT IX
PRO FORMA EFFECT OF CONVERSION PROCEEDS
AT THE MINIMUM OF THE CONVERSION VALUATION RANGE
VALUATION DATE AS OF JUNE 13, 1996
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION, OAKDALE, LOUISIANA
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
1. Conversion Proceeds
Pro Forma Market Value $ 2,125,000
Less: Estimated Expenses (350,000)
---------------
Net Conversion Proceeds $ 1,775,000
2. Estimated Additional Income From Conversion Proceeds
Net Conversion Proceeds $ 1,775,000
Less: ESOP Contributions (170,000)
RP Contributions (85,000)
---------------
Net Conversion Proceeds after ESOP & RP $ 1,520,000
Estimated Incremental Rate of Return(1) 3.46%
---------------
Estimated Additional Income $ 52,531
Less: ESOP Expense (10,880)
RP Expense (10,880)
---------------
$ 30,771
===============
3. Pro Forma Calculations
<CAPTION>
Before Conversion After
Period Conversion Results Conversion
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
a. Pro Forma Earnings
Twelve Months Ended
March 31, 1996 $ 259,000 $ 30,771 $ 289,771
b. Pro Forma Net Worth
March 31, 1996 $ 2,103,000 $ 1,520,000 $ 3,623,000
c. Pro Forma Net Assets
March 31, 1996 $ 29,605,000 $ 1,520,000 $ 31,125,000
</TABLE>
(1) Assumes Proceeds can be reinvested at 5.40 percent and earnings taxed at a
rate of 36.0 percent.
27
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT IX
PRO FORMA EFFECT OF CONVERSION PROCEEDS
AT THE MIDPOINT OF THE CONVERSION VALUATION RANGE
VALUATION DATE AS OF JUNE 13, 1996
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION, OAKDALE, LOUISIANA
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
1. Conversion Proceeds
Pro Forma Market Valuation $ 2,500,000
Less: Estimated Expenses (350,000)
---------------
Net Conversion Proceeds $ 2,150,000
2. Estimated Additional Income From Conversion Proceeds
Net Conversion Proceeds $ 2,150,000
Less: ESOP Contributions (200,000)
RP Contributions (100,000)
---------------
Net Conversion Proceeds after ESOP & RP $ 1,850,000
Estimated Incremental Rate of Return(1) 3.46%
---------------
Estimated Additional Income $ 63,936
Less: ESOP Expense (12,800)
RP Expense (12,800)
---------------
$ 38,336
===============
3. Pro Forma Calculations
<CAPTION>
Before Conversion After
Period Conversion Results Conversion
-------------------------------------------------------------
<S> <C> <C> <C> <C>
a. Pro Forma Earnings
Twelve Months Ended
March 31, 1996 $ 259,000 $ 38,336 $ 297,336
b. Pro Forma Net Worth
March 31, 1996 $ 2,103,000 $ 1,850,000 $ 3,953,000
c. Pro Forma Net Assets
March 31, 1996 $ 29,605,000 $ 1,850,000 $ 31,455,000
</TABLE>
(1) Assumes Proceeds can be reinvested at 5.40 percent and earnings taxed at a
rate of 36.0 percent.
28
<PAGE>
FERGUSON & CO., LLP
- -------------------
EXHIBIT IX
PRO FORMA EFFECT OF CONVERSION PROCEEDS
AT THE MAXIMUM OF THE CONVERSION VALUATION RANGE
VALUATION DATE AS OF JUNE 13, 1996
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION, OAKDALE, LOUISIANA
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
1. Conversion Proceeds
Pro Forma Market Valuation $ 2,875
Less: Estimated Expenses (350,000)
----------------
Net Conversion Proceeds $ 2,525,000
2. Estimated Additional Income From Conversion Proceeds
Net Conversion Proceeds $ 2,525,000
Less: ESOP Contributions (230,000)
RP Contributions (115,000)
---------------
Net Conversion Proceeds after ESOP & RP $ 2,180,000
Estimated Incremental Rate of Return(1) 3.46%
----------------
Estimated Additional Income $ 75,341
Less: ESOP Expense (14,720)
RP Expense (14,720)
----------------
$ 45,901
================
3. Pro Forma Calculations
<CAPTION>
Before Conversion After
Period Conversion Results Conversion
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
a. Pro Forma Earnings
Twelve Months Ended
March 31, 1996 $ 259,000 $ 45,901 $ 304,901
b. Pro Forma Net Worth
March 31, 1996 $ 2,103,000 $ 2,180,000 $ 4,283,000
c. Pro Forma Net Assets
March 31, 1996 $ 29,605,000 $ 2,180,000 $ 31,785,000
</TABLE>
(1) Assumes Proceeds can be reinvested at 5.40 percent and earnings taxed at a
rate of 36.0 percent.
29
<PAGE>
FERGUSON & CO., LLP
EXHIBIT IX
PRO FORMA EFFECT OF CONVERSION PROCEEDS
AT THE SUPERMAX OF THE CONVERSION VALUATION RANGE
VALUATION DATE AS OF JUNE 13, 1996
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION, OAKDALE, LOUISIANA
- -----------------------------------------------------------------------
<TABLE>
<S> <C>
1. Conversion Proceeds
Pro Forma Market Valuation $ 3,306,250
Less: Estimated Expenses $ (350,000)
----------------------
Net Conversion Proceeds $ 2,956,250
2. Estimated Additional Income From Conversion Proceeds
Net Conversion Proceeds $ 2,956,250
Less: ESOP Contributions $ (264,500)
RP Contributions $ (132,250)
----------------------
Net Conversion Proceeds after ESOP & RP $ 2,559,500
Estimated Incremental Rate of Return(1) 3.46%
----------------------
Estimated Additional Income $ 88,456
Less: ESOP Expense $ (16,928)
RP Expense $ (16,928)
----------------------
$ 54,600
======================
</TABLE>
3. Pro Forma Calculations
<TABLE>
<CAPTION>
Before Conversion After
Period Conversion Results Conversion
-------------------------------------------------------------------
<S> <C> <C> <C>
a. Pro Forma Earnings
Twelve Months Ended
March 31, 1996 $ 259,000 $ 54,600 $ 313,600
b. Pro Forma Net Worth
March 31, 1996 $ 2,103,000 $ 2,559,500 $ 4,662,500
c. Pro Forma Net Assets
March 31, 1996 $ 29,605,000 $ 2,559,500 $ 32,164,500
</TABLE>
(1) Assumes Proceeds can be reinvested at 5.40 percent and earnings taxed at a
rate of 36.0 percent.
30
<PAGE>
FERGUSON & CO.,LLP
- ------------------
EXHIBIT IX
PRO FORMA ANALYSIS SHEET
Name of Association: FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION, OAKDALE,
LOUISIANA
Date of Market Prices: June 13, 1996
<TABLE>
<CAPTION>
LA Publicly LA Publicly
Comparatives Held Thrifts Held Thrifts
------------ ------------ ------------
Symbols Value Mean Median Mean Median Mean Median
------------------------ ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Price-Earnings Ratio P/E
- --------------------
Last Twelve Months N/A
At Minimum of Range 7.33
At Midpoint of Range 8.41 19.53 19.17 14.99 14.99 14.13 13.58
At Maximum of Range 9.43
At Supermax of Range 10.54
Price-Book Ratio P/B
- ----------------
At Minimum of Range 58.65%
At Midpoint of Range 63.24% 86.05 87.37 113.77 96.98 113.73 109.25
At Maximum of Range 67.13%
At Supermax of Range 70.91%
Price-Asset Ratio P/A
- -----------------
At Minimum of Range 6.83%
At Midpoint of Range 7.95% 18.59 17.36 16.32 17.25 11.46 10.45
At Maximum of Range 9.05%
At Supermax of Range 10.28%
Twelve Mo. Earnings Base Y $ 259,000
Period Ended March 31, 1996
Book Value B $ 2,103,000
As of March 31, 1996
Total Assets A $ 29,605,000
As of March 31, 1996
Return on Money (1) R 3.46%
Conversion Expense X 350,000
Underwriting Commission C $ 0.00%
Percentage Underwritten S 0.00%
Estimated Dividend
Dollar Amount DA -
Yield DY $ 0.00%
ESOP Contributions P 200,000
RP Contributions I $ 100,000
ESOP Annual Expense E $ 12,800
RP Annual Contributions M $ 12,800
Cost of ESOP Borrowings F $ 0.00%
</TABLE>
(1) Assumes Proceeds can be reinvested at 5.40 percent and earnings taxed at a
rate of 36.0 percent.
31
<PAGE>
FERGUSON & CO., LLP
- -------------------
Exhibit IX
Pro Forma Analysis Sheet
Calculation of Estimated Value (V) at Midpoint Value
<TABLE>
<S> <C> <C> <C>
1. V= P/A(A-X-P-I) $ 2,500,000
-----------------------
1-P/A(1-(CxS))
2. V= P/B(B-X-P-I) $ 2,500,000
-----------------------
1-P/B(1-(CxX))
3. V= P/E(Y-R(X+P+I)-(E+M+ST) $ 2,500,000
-----------------------
1-P/E(R(1-(CxX))
</TABLE>
<TABLE>
<CAPTION>
Value
Estimated Value Per Share Total Shares Date
----------------- ----------- -------------- ---------
<S> <C> <C> <C>
$2,500,000 $10.00 250,000 13-Jun-96
</TABLE>
Range of Value
$2.5 million x 1.15 = $2.875 million or 287,500 shares at $10.00 per share
$2.8 million x .085 = $2.125 million or 212,500 shares at $10.00 per share
32
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
222 South 10th Street
Oakdale, Louisiana
(318) 335-2031
________________________________
NOTICE OF SPECIAL MEETING OF MEMBERS
________________________________
Notice is hereby given that a Special Meeting of Members (the "Special
Meeting") of First Federal Savings and Loan Association of Allen Parish, (the
"Association"), will be held at the main office of the Association located at
222 South 10th Street, Oakdale, Louisiana, on _______, 1996 at local time. The
purpose of this Special Meeting is to consider and vote upon:
A plan to convert the Association from a federally chartered
mutual savings and loan association to a federally chartered
stock savings and loan association, including the adoption of a
federal stock savings bank charter and bylaws, with the
concurrent sale of all the Association's common stock to First
Allen Parish Bancorp, Inc., a Delaware corporation (the "Holding
Company"), and sale by the Holding Company of shares of its
common stock; and
such other business as may properly come before the Special Meeting or any
adjournment thereof. Management is not aware of any such other business.
The members who shall be entitled to notice of and to vote at the Special
Meeting and any adjournment thereof are depositors and certain borrowers of the
Association at the close of business on _______, 1996 who continue to be members
as of the date of the Special Meeting. In the event there are not sufficient
votes for approval of the Plan of Conversion at the time of the Special Meeting,
the Special Meeting may be adjourned from time to time in order to permit
further solicitation of proxies.
BY ORDER OF THE BOARD OF DIRECTORS
Charles L. Galligan
President and Chief Executive Officer
_________, 1996
- ------------------------------------------------------------------
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR APPROVAL OF THE PLAN OF CONVERSION BY COMPLETING THE
ENCLOSED PROXY CARD AND RETURNING IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE.
YOUR VOTE IS VERY IMPORTANT.
--------------------------------------------------------------------------
<PAGE>
SUMMARY OF PROPOSED CONVERSION
This summary does not purport to be complete and is qualified in its
entirety by the more detailed information contained in the remainder of this
Proxy Statement and the accompanying Prospectus.
Under its present "mutual" form of organization, the Association has no
stockholders. Its deposit account holders and certain borrowers are members of
the Association and have voting rights in that capacity. In the unlikely event
of liquidation, the Association's deposit account holders would have the sole
right to receive any assets of the Association remaining after payment of its
liabilities (including the claims of all deposit account holders to the
withdrawal value of their deposits). Under the Plan of Conversion (the "Plan of
Conversion") to be voted on at the Special Meeting, the Association would be
converted into a federally chartered savings and loan association organized in
stock form, and all of the Association's common stock would be sold concurrently
to the Holding Company (the "Conversion"). The Holding Company will offer and
sell its common stock (the "Common Stock") in an offering (1) to depositors with
an account balance of $50 or more on May 31, 1995 ("Eligible Account Holders"),
(2) tax-qualified employee plans of the Association and the Holding Company
("Tax-Qualified Employee Plans"), (3) other members of the Association as of
__________ , other then Eligible Account Holders and certain borrowers as of
both _________, and ___________, 1996 ("Other Members") and (4) employees,
officers and directors of the Association on a priority basis (the "Subscription
Offering"). Notwithstanding the foregoing, to the extent orders for shares
exceed the maximum of the appraisal range, Tax-Qualified Employee Plans shall be
afforded a first priority to purchase shares sold above the maximum of the
appraisal range. It is anticipated that Tax-Qualified Employee Plans will
purchase 8% of the Common Stock sold in the Conversion.
To the extent that shares remain available for purchase after the
Subscription Offering, the Holding Company will offer Common Stock to members of
the general public to whom a prospectus (the "Prospectus") has been delivered
("Other Subscribers"), with first preference to natural persons residing in
Allen Parish, Louisiana ("the Community Offering"). The Subscription Offering
and the Community Offering are referred to collectively as the "Subscription and
Community Offering." Voting and liquidation rights with respect to the
Association would thereafter be held by the Holding Company, except to the
limited extent of the liquidation account (the "Liquidation Account") that will
be established for the benefit of Eligible Account Holders of the Association
and voting and liquidation rights in the Holding Company would be held only by
those persons who become stockholders of the Holding Company through purchase of
shares of its Common Stock. See "Description of the Plan of Conversion -
Principal Effects of Conversion - Liquidation Rights of Depositor Members."
THE CONVERSION WILL NOT AFFECT THE BALANCE, INTEREST RATE OR FEDERAL
INSURANCE PROTECTION OF ANY SAVINGS DEPOSIT, AND NO PERSON WILL BE OBLIGATED TO
PURCHASE ANY STOCK IN THE CONVERSION.
Business Purposes Net Conversion proceeds are expected to increase the
for Conversion capital of the Association, which will support the
expansion of its financial services to the public. The
conversion to stock form and the use of a holding company
structure are also expected to enhance its ability to
expand through possible mergers and acquisitions (although
no such transactions are contemplated at this time) and
will facilitate its future access to the capital markets.
The Association will continue to be subject to
comprehensive regulation and examination by the Office of
Thrift Supervision, Department of Treasury ("OTS") and the
Federal Deposit Insurance Corporation ("FDIC").
Subscription and As part of the Conversion, Common Stock is being offered
Community Offering for sale in the Subscription Offering, in the priorities
summarized below, to the Association's (1) Eligible
Account Holders, (2) Tax-Qualified Employee Plans, (3)
Other Members, and (4) employees, officers and directors.
In addition, in the Community Offering, Other Subscribers
may purchase Common Stock to the extent shares are
available for purchase after the Subscription Offering,
with a preference first to natural persons residing in
Allen Parish, Louisiana.
i
<PAGE>
Subscription Rights Each Eligible Account Holder has been given non-
of Eligible Account transferable rights to subscribe for the greater of
Holders $50,000 of Common Stock, one-tenth of one percent of the
total number of shares offered in the Subscription and
Community Offering or 15 times the product (rounded down
to the whole next number) obtained by multiplying the
total number of shares to be issued by a fraction of which
the numerator is the amount of qualifying deposits of such
subscriber and the denominator is the total qualifying
deposits of all account holders in this category on the
qualifying date.
Subscription Rights The Association's Tax-Qualified Employee Plans have been
of Tax-Qualified given non-transferable rights to subscribe, individually
Employee Plans and in the aggregate, for up to 10% of the total number of
shares sold in the Conversion after satisfaction of
subscriptions of Eligible Account Holders. Notwithstanding
the foregoing, to the extent orders for shares exceed the
maximum of the appraisal range, Tax-Qualified Employee
Plans shall be afforded a first priority to purchase
shares sold above the maximum of the appraisal range. It
is anticipated that Tax-Qualified Employee Plans will
purchase 8% of the Common Stock sold in the Conversion.
Subscription Rights Each Other Member has been given non-transferable rights
of Other Members to subscribe for up to $50,000 of Common Stock or one-
tenth of one percent of the total number of shares offered
in the Conversion after satisfaction of the subscriptions
of the Association's Eligible Account Holders and Tax-
Qualified Employee Plans.
Subscription Rights Each individual employee, officer and director of the
of Association Association has been given the right to subscribe for up
Personnel to $50,000 of Common Stock after satisfaction of the
subscriptions of Eligible Account Holders, Tax-Qualified
Employee Plans, and Other Members.
Purchase No person, together with associates, and persons acting
Limitations in concert, may purchase more than $100,000 of Common
Stock offered in the Conversion based on the Estimated
Valuation Range (as calculated without giving effect to
any increase in such range subsequent to the date hereof).
These purchase limitations do not apply to the
Association's Tax-Qualified Employee Plans.
Expiration Date of All subscriptions for Common Stock must be received by
Subscription and 12:00 noon, local time on ____________, 1996.
Community Offerings
How to Subscribe For information on how to subscribe for Common Stock
for Shares being offered in the Conversion, please read the
Prospectus and the stock order form and instructions
accompanying this Proxy Statement. Subscriptions will not
become effective until the Plan of Conversion has been
approved by the Association's members and all of the
Common Stock offered in the Conversion has been subscribed
for or sold in the Subscription and Community Offering or
through such other means as may be approved by the OTS.
Price of Common All sales of Common Stock in the Subscription and
Stock Community Offering will be made at the same price per
share which is currently expected to be $10.00 per share
on the basis of an independent appraisal of the pro forma
market value of the Association and the Holding Company
upon Conversion. On the basis of a preliminary appraisal
by Ferguson & Co., L.L.P. which has been reviewed by the
OTS, a minimum of 212,500 and a maximum of 287,500 shares
will be offered in the Conversion. See "The Conversion -
Stock Pricing and Number of Shares to be Issued" in the
Prospectus.
Tax Consequences The Association has received an opinion from its special
counsel, Luse Lehman Gorman Pomerenk & Schick, P.C.,
stating that the Conversion is a nontaxable reorganization
under Section 368(a)(1)(F) of the Internal Revenue Code.
The Association has also received an opinion from Darnall,
Sikes, Kolder, Frederick & Rainey stating that the
Conversion will not be a taxable transaction for Missouri
income tax purposes.
ii
<PAGE>
Required Vote Approval of the Plan of Conversion will require the
affirmative vote of a majority of all votes eligible to be
cast at the Special Meeting.
YOUR BOARD OF DIRECTORS URGES YOU TO VOTE FOR
---
THE PLAN OF CONVERSION
iii
<PAGE>
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
PROXY STATEMENT
SPECIAL MEETING OF MEMBERS TO BE HELD ON SEPTEMBER __, 1996
PURPOSE OF MEETING
This Proxy Statement is being furnished to you in connection with the
solicitation on behalf of the Board of Directors of First Federal Savings and
Loan Association of Allen Parish (the "Association") of the proxies to be voted
at the Special Meeting of Members (the "Special Meeting") of the Association to
be held at the Association's main office located at 222 South 10th Street,
Oakdale, Louisiana, on September ___, 1996 at ____ p.m. local time, and at any
adjournments thereof. The Special Meeting is being held for the purpose of
considering and voting upon a Plan of Conversion under which the Association
would be converted (the "Conversion") from its present mutual form of
organization into a federally chartered savings bank organized in stock form,
the concurrent sale of all the common stock of the stock savings bank to First
Allen Parish Bancorp, Inc. (the "Holding Company"), a Delaware corporation, and
the sale by the Holding Company of shares of its common stock (the "Common
Stock") and such other business as may properly come before the meeting and any
adjournment thereof.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE ASSOCIATION UNANIMOUSLY RECOMMENDS THAT YOU
VOTE TO APPROVE THE PLAN OF CONVERSION.
The Association is currently organized in "mutual" rather than "stock"
form, meaning that it has no stockholders and no authority under its federal
mutual charter to issue capital stock. The Association's Board of Directors has
adopted the Plan of Conversion providing for the Conversion. The sale of Common
Stock of the Holding Company, which was recently formed to become the holding
company of the Association, will substantially increase the Association's net
worth. The Holding Company will exchange 50% of the net proceeds from the sale
of the Common Stock for the common stock of the Association to be issued upon
Conversion. The Holding Company expects to retain the balance of the net
proceeds, as its initial capitalization of which the Holding Company intends to
lend funds to the ESOP to fund its purchase of Common Stock. This increased
capital will support the expansion of the Association's financial services to
the public. The Board of Directors of the Association also believes that the
conversion to stock form and the use of a holding company structure will enhance
the Association's ability to expand through possible mergers and acquisitions
(although no such transactions are contemplated at this time) and will
facilitate its future access to the capital markets.
The Board of Directors of the Association believes that the Conversion will
further benefit the Association by enabling it to attract and retain key
personnel through prudent use of stock-related incentive compensation and
benefit plans. The Board of Directors of the Holding Company intends to adopt a
stock option and incentive plan and a recognition and retention plan, subject to
approval of Holding Company stockholders following completion of the Conversion.
See "Management - Benefit Plans" in the accompanying Prospectus.
Voting in favor of the Plan of Conversion will not obligate any person to
purchase any Common Stock.
THE OFFICE OF THRIFT SUPERVISION ("OTS") HAS APPROVED THE PLAN OF
CONVERSION SUBJECT TO THE APPROVAL OF THE ASSOCIATION'S MEMBERS AND THE
SATISFACTION OF CERTAIN OTHER CONDITIONS. HOWEVER, SUCH APPROVAL DOES NOT
CONSTITUTE A RECOMMENDATION OR ENDORSEMENT OF THE PLAN OF CONVERSION BY THE OTS.
<PAGE>
INFORMATION RELATING TO VOTING AT THE SPECIAL MEETING
The Board of Directors of the Association has fixed July ___, 1996 as the
voting record date ("Voting Record Date") for the determination of members
entitled to notice of the Special Meeting. All Association depositors and
certain borrowers are members of the Association under its current charter. All
Association members of record as of the close of business on the Voting Record
Date and borrowers as of both ________, 1996 and _______, 1996 who continue to
be members as of the date of the Special Meeting will be entitled to vote at the
Special Meeting or any adjournment thereof.
Each depositor (including IRA and Keogh account beneficiaries) will be
entitled at the Special Meeting to cast one vote for each $100, or fraction
thereof, of the aggregate withdrawal value of all of such depositor's accounts
in the Association as of the Voting Record Date, up to a maximum of 1,000 votes.
In general, accounts held in different ownership capacities will be treated as
separate memberships for purposes of applying the 1,000 vote limitation. For
example, if two persons hold a $100,000 account in their joint names and each of
the persons also holds a separate account for $100,000 in his own name, each
person would be entitled to 1,000 votes for each separate account and they would
together be entitled to cast 1,000 votes on the basis of the joint account.
Where no proxies are received from IRA and Keogh account beneficiaries, after
due notification, the Association, as trustee of these accounts, is entitled to
vote these accounts in favor of the Plan of Conversion.
Each borrower member of the Association as of both ________, 1996 and July
__, 1996 who continues to be a borrower as of the date of the Special Meeting
will be entitled to cast one vote as a borrower member, in addition to any votes
he or she may be entitled to cast as a depositor.
Approval of the Plan of Conversion requires the affirmative vote of a
majority of the total outstanding votes of the Association's members eligible to
be cast at the Special Meeting. As of July __, 1996, the Association had
approximately _____ members who were entitled to cast a total of approximately
_______ votes at the Special Meeting.
Association members may vote at the Special Meeting or any adjournment
thereof in person or by proxy. Any member giving a proxy will have the right to
revoke the proxy at any time before it is voted by giving written notice to the
Secretary of the Association, provided that such written notice is received by
the Secretary prior to the Special Meeting or any adjournment thereof, or upon
request if the member is present and chooses to vote in person.
All properly executed proxies received by the Board of Directors of the
Association will be voted in accordance with the instructions indicated thereon
by the members giving such proxies. If no instructions are given, such proxies
will be voted in favor of the Plan of Conversion. If any other matters are
properly presented at the Special Meeting and may properly be voted on, the
proxies solicited hereby will be voted on such matters in accordance with the
best judgment of the proxy holders named thereon. Management is not aware of any
other business to be presented at the Special Meeting.
If a proxy is not executed and is returned or the member does not vote in
person, the Association is prohibited by OTS regulations from using a previously
executed proxy to vote for the Conversion. As a result, failure to vote may have
the same effect as a vote against the Plan of Conversion.
To the extent necessary to permit approval of the Plan of Conversion,
proxies may be solicited by officers, directors or regular employees of the
Association, in person, by telephone or through other forms of communication
and, if necessary, the Special Meeting may be adjourned to a later date. Such
persons will be reimbursed by the Association for their expenses incurred in
connection with such solicitation. The Association will bear all costs of this
solicitation. The proxies solicited hereby will be used only at the Special
Meeting and at any adjournment thereof.
2
<PAGE>
DESCRIPTION OF THE PLAN OF CONVERSION
The Plan of Conversion to be presented for approval at the Special Meeting
provides for the Conversion to be accomplished through adoption of amended
charter and bylaws for the Association to authorize the issuance of capital
stock along with the concurrent formation of a holding company. As part of the
Conversion, the Plan of Conversion provides for the subscription offering (the
"Subscription Offering") of the Common Stock to the Association's (i) Eligible
Account Holders (deposit account holders with an account balance of $50 or more
as of March 31, 1995); (ii) Tax-Qualified Employee Plans, (iii) Other Members
(deposit account holders who are eligible to vote at the Special Meeting, and
certain borrowers of the Association, who are not Eligible Account Holders) and
(iv) the Association's employees, officers and directors. Notwithstanding the
foregoing, to the extent orders for shares exceed the maximum of the appraisal
range, Tax-Qualified Employee Plans shall be afforded a first priority to
purchase shares sold above the maximum of the appraisal range. It is anticipated
that Tax-Qualified Employee Plans will purchase 8% of the Common Stock sold in
the Conversion. To the extent shares remain available for purchase after the
Subscription Offering, members of the general public, with a preference first to
natural persons residing in Allen Parish, Louisiana, will be afforded the
opportunity to purchase the Common Stock not subscribed for in the Subscription
Offering (the "Community Offering")
THE SUBSCRIPTION OFFERING HAS COMMENCED AS OF THE DATE OF MAILING OF THIS
PROXY STATEMENT. A PROSPECTUS EXPLAINING THE TERMS OF THE SUBSCRIPTION OFFERING,
INCLUDING HOW TO ORDER AND PAY FOR SHARES AND DESCRIBING THE BUSINESS OF THE
ASSOCIATION AND THE HOLDING COMPANY ACCOMPANIES THIS PROXY STATEMENT AND SHOULD
BE READ BY ALL PERSONS WHO WISH TO CONSIDER SUBSCRIBING FOR COMMON STOCK. THE
SUBSCRIPTION OFFERING EXPIRES AT 12:00 NOON LOCAL TIME ON SEPTEMBER __, 1996
UNLESS EXTENDED BY THE ASSOCIATION AND THE HOLDING COMPANY.
The federal conversion regulations require that all stock offered in a
conversion must be sold in order for the conversion to become effective. The
conversion regulations require that the offering be completed within 45 days
after completion of the Subscription Offering period unless extended by the
Association and the Holding Company with the approval of the OTS. This 45-day
period expires October __, 1996 unless the Subscription Offering is extended.
If this is not possible, an occurrence that is currently not anticipated, the
Board of Directors of the Association and the Holding Company will consult with
the OTS to determine an appropriate alternative method of selling all
unsubscribed shares offered in the Conversion. The Plan of Conversion provides
that the Conversion must be completed within 24 months after the date of the
Special Meeting.
The Subscription Offering or any other sale of the unsubscribed shares will
be made as soon as practicable after the date of the Special Meeting. No sales
of shares may be completed, either in the Subscription Offering, Community
Offering or otherwise, unless the Plan of Conversion is approved by the members
of the Association.
The commencement and completion of the Subscription Offering, however, is
subject to market conditions and other factors beyond the Association's control.
Due to adverse conditions in the stock market in the past, a number of
converting thrift institutions encountered significant delays in completing
their stock offerings or were not able to complete them at all. No assurance can
be given as to the length of time after approval of the Plan of Conversion at
the Special Meeting that will be required to complete the Subscription Offering
or other sale of the Common Stock to be offered in the Conversion. If delays are
experienced, significant changes may occur in the estimated pro forma market
value of the Holding Company's Common Stock, together with corresponding changes
in the offering price and the net proceeds realized by the Association and the
Holding Company from the sale of the Common Stock. The Association and the
Holding Company may also incur substantial additional printing, legal,
accounting and other expenses in completing the Conversion.
The following is a brief summary of the Conversion and is qualified in its
entirety by reference to the Plan of Conversion, a complete copy of which is
attached hereto. The Association's federal stock charter and bylaws that will
become effective upon completion of the Conversion are available from the
Association upon request. A copy of the Holding Company's certificate of
incorporation and bylaws are also available from the Association upon request.
3
<PAGE>
PRINCIPAL EFFECTS OF CONVERSION
Depositors. The Conversion will not change the amount, interest rate,
withdrawal rights or federal insurance protection of deposit accounts, or affect
deposit accounts in any way other than with respect to voting and liquidation
rights as discussed below.
Borrowers. The rights and obligations of borrowers under their loan
agreements with the Association will remain unchanged by the Conversion. The
principal amount, interest rate and maturity date of loans will remain as they
were contractually fixed prior to the Conversion.
Voting Rights of Members. Under the Association's current federal mutual
charter, depositors and certain borrowers have voting rights as members of the
Association with respect to the election of directors and certain other affairs
of the Association. After the Conversion, exclusive voting rights with respect
to all such matters will be vested in the Holding Company as the sole
stockholder of the Association. Depositors and borrowers will no longer have any
voting rights, except to the extent that they become stockholders of the Holding
Company through the purchase of its Common Stock. Voting rights in the Holding
Company will be held exclusively by its stockholders.
Liquidation Rights of Depositor Members. Currently, in the unlikely event
of liquidation of the Association, any assets remaining after satisfaction of
all creditors' claims in full (including the claims of all depositors to the
withdrawal value of their accounts) would be distributed pro rata among the
depositors of the Association, with the pro rata share of each being the same
proportion of all such remaining assets as the withdrawal value of each
depositor's account is of the total withdrawal value of all accounts in the
Association at the time of liquidation. After the Conversion, the assets of the
Association would first be applied, in the event of liquidation, against the
claims of all creditors (including the claims of all depositors to the
withdrawal value of their accounts). Any remaining assets would then be
distributed to the persons who qualified as Eligible Account Holders under the
Plan of Conversion to the extent of their interests in a "Liquidation Account"
that will be established at the time of the completion of the Conversion and
then to the Holding Company as the sole stockholder of the Association's
outstanding common stock. The Association's depositors who did not qualify as
Eligible Account Holders would have no right to share in any residual net worth
of the Association in the event of liquidation after the Conversion, but would
continue to have the right as creditors of the Association to receive the full
withdrawal value of their deposits prior to any distribution to the Holding
Company as the Association's sole stockholder. In addition, the Association's
deposit accounts will continue to be insured by the Federal Deposit Insurance
Corporation ("FDIC") to the maximum extent permitted by law, currently up to
$100,000 per insured account. The Liquidation Account will initially be
established in an amount equal to the net worth of the Association as of the
date of the Association's latest statement of financial condition contained in
the final prospectus used in connection with the Conversion. Each Eligible
Account Holder will receive an initial interest in the Liquidation Account in
the same proportion as the balance in all of his qualifying deposit accounts was
of the aggregate balance in all qualifying deposit accounts of all Eligible
Account Holders on May 31, 1995. However, if the amount in the qualifying
deposit account on any annual closing date of the Association is less than the
lowest amount in such deposit account on the Eligibility Record Date, and any
subsequent annual closing date, this interest in the Liquidation Account will be
reduced by an amount proportionate to such reduction in the related deposit
account and will not thereafter be increased despite any subsequent increase in
the related deposit account.
4
<PAGE>
The Association. Under federal law, the stock savings bank resulting from
the Conversion will be deemed to be a continuation of the mutual bank rather
than a new entity and will continue to have all of the rights, privileges,
properties, assets and liabilities of the Association prior to the Conversion.
The Conversion will enable the Association to issue capital stock, but will not
change the general objectives, purposes or types of business currently conducted
by the Association, and no assets of the Association will be distributed in
order to effect the Conversion, other than to pay the expenses incident thereto.
After the Conversion, the Association will remain subject to examination and
regulation by the OTS and will continue to be a member of the Federal Home Loan
Bank System. The Conversion will not cause any change in the executive officers
or directors of the Association.
Tax Consequences. Consummation of the Conversion is expressly conditioned
upon prior receipt of either a ruling of the United States Internal Revenue
Service ("IRS") or an opinion letter of the Association's counsel with respect
to federal taxation, and either a ruling of the Louisiana taxation authorities
or an opinion letter with respect to Louisiana taxation, to the effect that the
Conversion will not be a taxable transaction to the Holding Company, the
Association or the Association's deposit account holders receiving subscription
rights.
The Association has received an opinion of its special counsel, Luse
Lehman Gorman Pomerenk & Schick, P.C., to the effect that (i) the Conversion
will qualify as a reorganization under Section 368(a)(1)(F) of the Internal
Revenue Code of 1986, as amended, and no gain or loss will be recognized to the
Association in either its mutual form or its stock form by reason of the
proposed Conversion, (ii) no gain or loss will be recognized to the Association
upon the receipt of money from the Holding Company for stock of the Association;
and no gain or loss will be recognized to the Holding Company upon the receipt
of money for Common Stock of the Holding Company; (iii) the assets of the
Association in either its mutual or its stock form will have the same basis
before and after the Conversion; (iv) the holding period of the assets of the
Association will include the period during which the assets were held by the
Association in its mutual form prior to conversion; (v) gain, if any, will be
realized by the Eligible Account Holders of the Association, upon the
constructive issuance to them of withdrawable deposit accounts of the
Association immediately after the proposed Conversion, interests in the
Liquidation Account, and on the receipt or distribution to them of the
nontransferable Subscription Rights to purchase Holding Company Common Stock
(any such gain will be recognized by such account holder, but only to the
extent, if any, of an amount not in excess of the fair market value of the
Subscription Rights and Liquidation Account interests received); (vi) the basis
of the account holder's savings accounts in the Association after the Conversion
will be the same as the basis of his or her savings accounts in the Association
prior to the Conversion; (vii) the basis of each account holder's interest in
the Liquidation Account will be zero; (viii) the basis of the Holding Company
Common Stock to its shareholders will be the Purchase Price thereof and a
shareholder's holding period for Holding Company Common Stock acquired through
the exercise of Subscription Rights shall begin on the date on which the
Subscription Rights are exercised; (ix) the Association, immediately after
Conversion, will succeed to the bad debt reserve accounts of the Association, in
mutual form, and the bad debt reserves will have the same character in the hands
of the Association after Conversion as if no distribution or transfer had
occurred; and (x) the creation of the liquidation account will have no effect on
the Association's taxable income, deductions or addition to reserve for bad
debts either in its mutual or stock form.
The opinion from Luse Lehman Gorman Pomerenk & Schick, P.C., is based,
among other things, on certain assumptions, including the assumptions that the
exercise price of the Subscription Rights to purchase Holding Company Common
Stock will be approximately equal to the fair market value of that stock at the
time of the completion of the proposed Conversion. With respect to the
Subscription Rights, the Association has received an opinion of Ferguson & Co.,
L.L.P. (the "Appraiser Opinion") which, based on certain assumptions, concludes
that the Subscription Rights to be received by Eligible Account Holders, and
other eligible subscribers do not have any economic value at the time of
distribution or at the time the Subscription Rights are exercised, whether or
not a public offering takes place.
The Association has also received an opinion of Luse Lehman Gorman Pomerenk
& Schick, P.C., to the effect that, based in part on the Appraiser Opinion, no
taxable income will be realized by a stock subscriber as a result of the
exercise of non-transferable Subscription Rights to purchase shares of Holding
Company Common Stock or upon the lapse of such rights.
5
<PAGE>
If it is subsequently established that the subscription rights received by
such persons have an ascertainable fair market value, or in the case of
employees, directors and officers are compensatory in nature, then, in such
event, the subscription rights will be taxable to the recipient in the amount of
their fair market value. In this regard, the subscription rights may be taxed
partially or entirely at ordinary income tax rates.
With respect to Louisiana taxation, the Association has received an opinion
from Darnall, Sikes, Kolder, Frederick & Rainey to the effect that, assuming the
Conversion does not result in any federal taxable income, gain or loss to the
Association in its mutual or stock form, the Holding Company, the account
holders, borrowers, officers, directors and employees and Tax-Qualified Employee
Plans of the Association, the Conversion should not result in any Louisiana
income tax liability to such entities or persons.
Unlike a private letter ruling, the opinions of Luse Lehman Gorman Pomerenk
& Schick, P.C., and Darnall, Sikes, Kolder, Frederick & Rainey as well as the
Appraiser Opinion, have no binding effect or official status, and no assurance
can be given that the conclusions reached in any of those opinions would be
sustained by a court if contested by the IRS or the Louisiana tax authorities.
APPROVAL, INTERPRETATION, AMENDMENT AND TERMINATION
Under the Plan of Conversion, the letter from the OTS giving approval
thereto, and applicable regulations, consummation of the Conversion is subject
to the satisfaction of the following conditions: (a) approval of the Plan of
Conversion by members of the Association casting at least a majority of the
votes eligible to be cast at the Special Meeting; (b) sale of all of the Common
Stock to be offered in the Conversion; and (c) receipt of favorable rulings or
opinions of counsel as to the federal and Louisiana tax consequences of the
Conversion.
The Plan of Conversion may be substantively amended by the Boards of
Directors of the Association and the Holding Company with the concurrence of the
OTS. If the Plan of Conversion is amended, proxies which have been received
prior to such amendment will not be resolicited unless otherwise required by the
OTS. Also, as required by the federal regulations, the Plan of Conversion
provides that the transactions contemplated thereby may be terminated by the
Board of Directors of the Association alone at any time prior to the Special
Meeting and may be terminated by the Board of Directors of the Association at
any time thereafter with the concurrence of the OTS, notwithstanding approval of
the Plan of Conversion by the members of the Association at the Special Meeting.
All interpretations by the Association and the Holding Company of the Plan of
Conversion and of the Order Forms and related materials for the Subscription and
Community Offering will be final, except as regards or affects the OTS.
JUDICIAL REVIEW
Section 5(i)(2)(B) of the Home Owners' Loan Act, as amended, 12 U.S.C.
(S)1464(i)(2)(B) and Section 563b.8(u) of the Rules and Regulations promulgated
thereunder (12 C.F.R. Section 563b.8(u)) provide: (i) that persons aggrieved by
a final action of the OTS which approves, with or without conditions, or
disapproves a plan of conversion, may obtain review of such final action only by
filing a written petition in the United States Court of Appeals for the circuit
in which the principal office or residence of such person is located, or in the
United States Court of Appeals for the District of Columbia, requesting that the
final action of the OTS be modified, terminated or set aside, and (ii) that such
petition must be filed within 30 days after publication of notice of such final
action in the Federal Register, or 30 days after the date of mailing of the
notice and proxy statement for the meeting of the converting institution's
members at which the conversion is to be voted on, whichever is later. The
notice of the Special Meeting of the Association's members to vote on the Plan
of Conversion described herein is included at the beginning of this Proxy
Statement. The statute and regulation referred to above should be consulted for
further information.
ADDITIONAL INFORMATION
The information contained in the accompanying Prospectus, including a more
detailed description of the Plan of Conversion, consolidated financial
statements of the Association and a description of the capitalization and
business of the Association and the Holding Company, including the Association's
directors and executive officers and their compensation, the anticipated use of
the net proceeds from the sale of the Common Stock and a description of the
Common Stock, is intended to help you evaluate the Conversion and is
incorporated by this reference.
6
<PAGE>
YOUR VOTE IS VERY IMPORTANT TO US. PLEASE TAKE A MOMENT NOW TO COMPLETE AND
RETURN YOUR PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. YOU MAY STILL
ATTEND THE SPECIAL MEETING AND VOTE IN PERSON EVEN THOUGH YOU HAVE VOTED YOUR
PROXY. FAILURE TO SUBMIT A PROXY WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE
CONVERSION.
If you have any questions, please call our Stock Sales Center at (318) 335-
4487.
IMPORTANT: YOU MAY BE ENTITLED TO VOTE IN MORE THAN ONE CAPACITY. PLEASE
SIGN, DATE AND PROMPTLY RETURN EACH PROXY CARD YOU RECEIVE.
________________________
THIS PROXY STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY STOCK. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED.
7
<PAGE>
FIRST ALLEN PARISH BANCORP, INC.
PROPOSED HOLDING COMPANY FOR
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
OAKDALE, LOUISIANA
PROPOSED MARKETING MATERIALS
6-18-96
<PAGE>
Marketing Materials for
First Allen Parish Bancorp, Inc.
Oakdale, Louisiana
Table of Contents
-----------------
I. Press Releases
A. Explanation
B. Schedule
C. Distribution List
D. Press Release Examples
II. Advertisements
A. Explanation
B. Schedule
C. Advertisement Examples
III. Question and Answer Brochure
A. Explanation
B. Method of Distribution
C. Example
IV. Officer and Director Brochure
A. Explanation
B. Method of Distribution
C. Example
V. IRA Mailing
A. Explanation
B. Quantity
C. IRA Mailing Example
VI. Counter Cards and Lobby Posters
A. Explanation
B. Quantity
VII. Statement Stuffers
A. Explanation
B. Quantity - Method of Distribution
C. Example
VIII. Invitations
A. Explanation
B. Quantity - Method of Distribution
C. Examples
<PAGE>
IX. Letters
A. Explanation
B. Method of Distribution
C. Examples
X. Proxy Reminder
A. Explanation
B. Example
XI. Cover Letters
A. Explanation
B. Example
<PAGE>
I. Press Releases
A. Explanation
In an effort to assure that all customers, community members and other
interested investors receive prompt accurate information in a simultaneous
manner, Trident advises First Federal to forward press releases to area
newspapers, radio stations, etc. at various points during the conversion
process.
Only press releases approved by Conversion Counsel and the OTS will be
forwarded for publication in any manner.
B. Schedule
1. OTS Approval of Conversion
2. Close of Stock Offering
<PAGE>
C. Distribution List
National Distribution List
--------------------------
National Thrift News Wall Street Journal
- -------------------- --------------------
212 West 35th Street World Financial Center
13th Floor 200 Liberty
New York, New York 10001 New York, NY 10004
Richard Chang
American Banker SNL Securities
- --------------- --------------
One State Street Plaza Post Office Box 2124
New York, New York 10004 Charlottesville, Virginia 22902
Michael Weinstein
Barrons Investors Business Daily
- ------- ------------------------
Dow Jones & Company 12655 Beatrice Street
Barrons Statistical Information Post Office Box 661750
200 Burnett Road Los Angeles, California 90066
Chicopee, Massachusetts 01020
New York Times
- --------------
229 West 43rd Street
New York, NY 10036
<PAGE>
Local Media List
----------------
(To be provided)
Newspaper
- ---------
Radio
- -----
<PAGE>
D. Press Release Examples
Press Release FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Charles L. Galligan
(318) 335-2031
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
----------------------------------------------------------
CONVERSION TO STOCK FORM APPROVED
---------------------------------
Oakdale, Louisiana (__________, 1996) Charles L. Galligan, President of
First Federal Savings and Loan Association of Allen Parish ("First Federal" or
the "Association"), Oakdale, Louisiana, announced that First Federal has
received approval from the Office of Thrift Supervision to convert from a
federally chartered mutual savings and loan association to a federally chartered
stock savings and loan association. In connection with the Conversion, First
Federal has formed a holding company, First Allen Parish Bancorp, Inc., to hold
all of the outstanding capital stock of First Federal.
First Allen Parish Bancorp, Inc. is offering up to 287,500 shares of its
common stock, subject to adjustment, at a price of $10.00 per share. Certain
account holders and borrowers of the Association will have a preferred
opportunity to purchase stock through a Subscription Offering that closes on
September __, 1996. Shares that are not subscribed for during the Subscription
Offering may be offered to the general public in a Community Offering, with
first preference given to natural persons residing in Allen Parish, Louisiana.
The Subscription and Community Offerings will be managed by Trident Securities,
Inc. of Raleigh, North Carolina. Copies of the Prospectus relating to the
offerings and describing the Plan of Conversion will be mailed to customers on
or about August __, 1996.
As a result of the Conversion, First Federal will be structured in the
stock form of ownership as are all commercial banks and an increasing number of
savings institutions and will
<PAGE>
be a subsidiary of First Allen Parish Bancorp, Inc. According to Mr. Galligan,
"Our day to day operations will not change as a result of the Conversion and
deposits will continue to be insured by the FDIC up to the applicable legal
limits."
Customers with questions concerning the stock offering should call First
Federal's Stock Information Center at (318) 335-4487, or visit First Federal's
office located at 222 South 10th Street, Oakdale, Louisiana 71463.
<PAGE>
Press Release FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Charles L. Galligan
(318) 335-2031
FIRST FEDERAL COMPLETES INITIAL STOCK OFFERING
----------------------------------------------
Oakdale, Louisiana - (September __, 1996) Charles L. Galligan, President of
First Federal Savings and Loan Association of Allen Parish ("First Federal"),
announced today that First Allen Parish Bancorp, Inc., the proposed holding
company for First Federal Savings and Loan Association of Allen Parish, has
completed its initial stock offering in connection with First Federal's
conversion from mutual to stock form. A total of _______ shares were sold at the
price of $10.00 per share.
On September __, 1996, First Federal's Plan of Conversion was approved by
First Federal's voting members at a special meeting of members.
Mr. Galligan said that the officers and board of directors of First Allen
Parish Bancorp, Inc. and First Federal wished to express their thanks for the
response to the stock offering and that First Federal looks forward to serving
the needs of its customers and new stockholders as a community-based stock
institution. The stock is anticipated to commence trading September __, 1996 on
the National Daily Quotation System "Pink Sheets". Trident Securities, Inc. of
Raleigh, North Carolina managed the stock offering.
<PAGE>
II. Advertisements
A. Explanation
The intended use of the attached advertisement "A" is to notify First
Federal's customers and members of the local community that the conversion
offering is underway.
The intended use of advertisement "B" is to remind First Federal's
customers of the closing date of the subscription offering.
B. Media Schedule
1. Advertisement A - To be run immediately following OTS approval and run
weekly for the first three weeks.
2. Advertisement B - To be run during the last week of the subscription
offering.
Trident may feel it is necessary to run more ads in order to remind
customers and community members of the close of the Subscription and
Community Offerings.
Alternatively, Trident may, depending upon the response from the customer
base, choose to run fewer ads or no ads at all.
These ads will run in the local newspapers.
The ad size will be as shown or smaller.
<PAGE>
- --------------------------------------------------------------------------------
This announcement is neither an offer to sell nor a solicitation of an offer
to buy these securities. The offer is made only by the prospectus. These
shares have not been approved or disapproved by the Securities and Exchange
Commission, the Office of Thrift Supervision or the Federal Deposit
Insurance Corporation, nor has such commission, office or corporation
passed upon the accuracy or adequacy of the prospectus. Any
representationto the contrary is unlawful.
NEW ISSUE AUGUST __, 1996
UP TO 287,500 SHARES
These shares are being offered pursuant
to a Plan of Conversion whereby
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Oakdale, Louisiana, will
convert from a federal mutual savings and loan association to a
federal capital stock savings and loan association
and become a wholly owned subsidiary of
FIRST ALLEN PARISH BANCORP, INC.
COMMON STOCK
_______________
PRICE $10.00 PER SHARE
_______________
TRIDENT SECURITIES, INC.
For a copy of the prospectus call (318) 335-4487.
Copies of the prospectus may be obtained in any State in which this announcement
is circulated from Trident Securities, Inc. or such other brokers and dealers
as may legally offer these securities in such state.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY.
- --------------------------------------------------------------------------------
<PAGE>
Advertisement (B)
- --------------------------------------------------------------------------------
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
SEPTEMBER __, 1996 IS THE DEADLINE TO
ORDER STOCK OF FIRST ALLEN PARISH BANCORP, INC.
Customers of First Federal Savings and Loan Association of Allen Parish
have the opportunity to invest in First Federal by subscribing
for common stock in its proposed holding company
FIRST ALLEN PARISH BANCORP, INC.
A prospectus relating to these securities is
available at our office or by calling our
Stock Information Center at (318) 335-4487.
This announcement is neither an offer to sell nor a
solicitation of an offer to buy the stock of
First Allen Parish Bancorp, Inc. The offer is made only by the
prospectus. The shares of common stock are not
deposits or savings accounts and will not be insured
by the Federal Deposit Insurance Corporation
or any other government agency.
Copies of the Prospectus may be obtained in any State in which this announcement
is circulated from Trident Securities, Inc. or such other brokers and dealers
as may legally offer these securities in such state.
- --------------------------------------------------------------------------------
<PAGE>
III. Question and Answer Brochure
A. Explanation
The Question and Answer brochure is an essential marketing piece in any
conversion. It serves to answer some of the most commonly asked questions
in "plain, everyday language". Although most of the answers are taken
verbatim from the Prospectus, it saves the individual from searching for
the answer to a simple question.
B. Method of Distribution
There are two primary methods of distribution of the Question and Answer
brochure. However, regardless of the method the brochures are always
accompanied by a Prospectus.
1. A Question and Answer brochure is sent out in the initial mailing to
all members of the Association.
2. Question and Answer brochures are available in First Federal's
offices.
<PAGE>
QUESTIONS AND ANSWERS
REGARDING
THE PLAN OF CONVERSION
On June 3, 1996, the Board of Directors of First Federal Savings and Loan
Association of Allen Parish ("First Federal" or the "Association") unanimously
adopted the Plan of Conversion, pursuant to which First Federal will convert
from a federally-chartered mutual savings and loan association to a federally-
chartered stock savings and loan association. In addition, all of First
Federal's outstanding capital stock will be issued to the holding company, First
Allen Parish Bancorp, Inc. (the "Holding Company"), which was organized by First
Federal to own First Federal as a subsidiary.
This brochure is provided to answer general questions you might have about
the Conversion. Following the Conversion, First Federal will continue to provide
financial services to its depositors, borrowers and other customers as it has in
the past and will operate with its existing management and employees. The
Conversion will not affect the terms, balances, interest rates or existing
federal insurance coverage on First Federal's deposits or the terms or
conditions of any loans to existing borrowers under their individual contract
arrangements with First Federal.
For complete information regarding the conversion, see the Prospectus and
the Proxy Statement. Copies of each of the Prospectus and the Proxy Statement
may be obtained by calling the Stock Information Center at (318) 335-4487.
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY FIRST ALLEN PARISH BANCORP, INC. COMMON STOCK. OFFERS TO BUY OR
TO SELL MAY BE MADE ONLY BY THE PROSPECTUS. PLEASE READ THE PROSPECTUS PRIOR TO
MAKING AN INVESTMENT DECISION.
THE SHARES OF FIRST ALLEN PARISH BANCORP, INC. COMMON STOCK BEING OFFERED
IN THE SUBSCRIPTION AND COMMUNITY OFFERINGS ARE NOT SAVINGS OR DEPOSIT ACCOUNTS
AND ARE NOT INSURED BY THE SAVINGS ASSOCIATION INSURANCE FUND OF THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
<PAGE>
FIRST ALLEN PARISH BANCORP, INC.
THE PROPOSED HOLDING COMPANY FOR
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
Questions and Answers Regarding the Subscription and Community Offerings
MUTUAL TO STOCK CONVERSION
--------------------------
1. Q. WHAT IS A "CONVERSION"?
A. Conversion is a change in the legal form of organization. First
Federal currently operates as a federally chartered mutual savings and
loan association with no stockholders. Through the Conversion, First
Federal will become a federally chartered stock savings and loan
association, and the stock of its holding company, First Allen Parish
Bancorp, Inc. ("First Allen Parish Bancorp, Inc." or the "Company"),
will be held by stockholders who purchase stock in the Subscription
Offering and, if necessary, the Community and Syndicated Community
Offerings or in the open market following the Offerings.
2. Q. WHY IS FIRST FEDERAL CONVERTING?
A. First Federal, as a mutual savings and loan association, does not have
stockholders and has no authority to issue capital stock. By
converting to the stock form of organization, the Association will be
structured in the form used by commercial banks, most business
entities and a growing number of savings institutions. The Conversion
will be important to the future growth and performance of the
Association by providing a larger capital base from which the
Association may operate, the ability to attract and retain qualified
management through stock based employee benefit plans, enhanced
ability to diversify into other financial services related activities
and expanded ability to render services to the public.
The Board of Directors and management of First Federal believe that
the stock form of organization is preferable to the mutual form of
organization for a financial institution. The Board and management
recognize the decline in the number of mutual thrifts from over 12,500
mutual institutions in 1929 to just over 1,000 mutual thrifts today.
First Federal believes that converting to the stock form of
organization will allow First Federal to more effectively compete with
local community banks, thrifts, and with statewide and regional banks,
which are in stock form. First Federal believes that by combining its
existing quality service and products with a local ownership base the
Association's customers and community members who become stockholders
will be inclined to do more business with First Federal.
<PAGE>
Furthermore, because First Federal competes with local and regional
banks not only for customers, but also for employees, First Federal
believes that the stock form of organization will better afford First
Federal the opportunity to attract and retain employees, management
and directors through various stock benefit plans which are not
available to mutual savings institutions.
3. Q. IS FIRST FEDERAL'S MUTUAL TO STOCK CONVERSION BENEFICIAL TO THE
COMMUNITIES THAT THE ASSOCIATION SERVES?
A. Management believes that the structure of the Subscription, Community
and Syndicated Community Offerings is in the best interest of the
various communities that First Federal serves because following the
Conversion it is anticipated that a significant portion of the Common
Stock will be owned by local residents desiring to share in the
ownership of a local community financial institution. Management
anticipates that a significant portion of the shares of common stock
sold in the Offerings will be sold to residents of the Association's
"Local Community," which is comprised of Allen Parish.
4. Q. WHAT EFFECT WILL THE CONVERSION HAVE ON DEPOSIT ACCOUNTS AND
LOANS?
A. Terms and balances of accounts in First Federal and interest rates
paid on such accounts will not be affected by the Conversion.
Insurable accounts will continue to be insured by the Federal Deposit
Insurance Corporation ("FDIC") up to the maximum amount permitted by
law. The Conversion also will not affect the terms or conditions of
any loans to existing borrowers or the rights and obligations of these
borrowers under their individual contractual arrangements with First
Federal.
5. Q. WILL THE CONVERSION CAUSE ANY CHANGES IN FIRST FEDERAL'S
PERSONNEL?
A. No. Both before and after the Conversion, First Federal's business of
accepting deposits, making loans and providing financial services will
continue without interruption with the same board of directors,
management and staff.
6. Q. WHAT APPROVALS MUST BE RECEIVED BEFORE THE CONVERSION BECOMES
EFFECTIVE?
A. First, the Board of Directors of First Federal must adopt the Plan of
Conversion, which occurred on June 3, 1996. Second, the Office of
Thrift Supervision must approve the applications required to effect
the Conversion. These approvals have been obtained. Third, the Plan of
Conversion must be approved by a majority of all votes eligible to be
cast by First Federal's voting members. A Special Meeting of voting
members will be held on September __, 1996, to consider and vote upon
the Plan of Conversion.
<PAGE>
THE HOLDING COMPANY
-------------------
7. Q. WHAT IS A HOLDING COMPANY?
A. A holding company is a company that owns another entity. Concurrent
with the Conversion, First Federal will become a subsidiary of First
Allen Parish Bancorp, Inc., a company organized by First Federal to
acquire all of the capital stock of First Federal to be outstanding
after the Conversion.
8. Q. IF I DECIDE TO BUY STOCK IN THIS OFFERING, WILL I OWN STOCK IN THE
HOLDING COMPANY OR FIRST FEDERAL?
A. You will own stock in First Allen Parish Bancorp, Inc. However, First
Allen Parish Bancorp, Inc., as a holding company, will own all of the
outstanding capital stock of First Federal.
9. Q. WHY DID THE BOARD OF DIRECTORS FORM THE HOLDING COMPANY?
A. The Board of Directors believes that the conversion of First Federal
and the formation of the holding company will result in a stronger
financial institution with the ability to provide additional
flexibility to diversify the Association's business activities through
existing or newly-formed subsidiaries, although there are no current
arrangements or understandings with respect to such diversification.
The holding company will also be able to use stock-based incentive
programs to attract and retain executive and other personnel for
itself and its subsidiaries.
ABOUT BECOMING A STOCKHOLDER
----------------------------
10. Q. WHAT ARE THE SUBSCRIPTION, COMMUNITY AND SYNDICATED COMMUNITY
OFFERINGS?
A. Under the Plan of Conversion adopted by First Federal, the Company is
offering shares of stock in the Subscription Offering to certain
current and former customers of the Association and to the
Association's Employee Stock Ownership Plan ("ESOP"). Shares which are
not subscribed for in the Subscription Offering, if any, may be
offered to the general public in a Community Offering with preference
given to natural persons who are residents of the Association's Local
Community. These offerings are consistent with the board's objective
of First Allen Parish Bancorp, Inc. being a locally owned financial
institution. The Subscription and Community Offerings are being
managed by Trident Securities, Inc. It is anticipated that any shares
not subscribed for in either the Subscription or Community Offerings
may be offered for sale in a Syndicated Community Offering, which is
an offering on a best efforts basis by a selling group of broker-
dealers.
11. Q. MUST I PAY A COMMISSION TO BUY STOCK IN CONJUNCTION WITH THE
SUBSCRIPTION, COMMUNITY AND SYNDICATED COMMUNITY OFFERINGS?
A. No. You will not pay a commission to buy the stock if the stock is
purchased in the Subscription, Community or Syndicated Community
Offerings.
<PAGE>
12. Q. HOW MANY SHARES OF FIRST ALLEN PARISH BANCORP, INC. STOCK WILL BE
ISSUED IN THE CONVERSION?
A. It is currently expected that between 212,500 shares and 287,500
shares of common stock will be sold at a price of $10.00 per share.
Under certain circumstances the number of shares may be increased to
330,625.
13. Q. HOW WAS THE PRICE DETERMINED?
A. The aggregate Purchase Price is based upon an independent appraisal of
the aggregate pro forma market value of the Holding Company and the
Association as converted. The aggregate pro forma market value was
estimated by Ferguson & Co. LLP ("Ferguson"), an experienced
conversion appraisal firm independent of the Association, to range
from $2,125,000 to $2,875,000 at June 13, 1996.
14. Q. WHO IS ENTITLED TO BUY STOCK IN THE CONVERSION?
A. The shares of First Allen Parish Bancorp, Inc. to be issued in the
Conversion are being offered in the Subscription Offering in the
following order of priority to: (i) depositors with $50.00 or more on
deposit at the Association as of May 31, 1995 ("Eligible Account
Holders"), (ii) the Association's tax-qualified employee benefit plans
("Employee Plans"), and (iii) depositors of the Association as of
_______, 1996 ("Voting Record Date") and borrowers of the Association
with loans outstanding as of __________, ____ which continue to be
outstanding as of the Voting Record Date ("Other Members"), and other
members, officers and directors of First Federal subject to the
priorities and purchase limitations set forth in the Plan of
Conversion. Subject to the prior rights of holders of subscription
rights, Common Stock not subscribed for in the Subscription Offering
may be offered in the Community Offering to certain members of the
general public, with preference given to natural persons residing in
the Local Community. Shares, if any, not subscribed for in the
Subscription or Community Offerings may be offered to the general
public in the Syndicated Community Offering.
15. Q. ARE THE SUBSCRIPTION RIGHTS TRANSFERABLE?
A. No. Subscription rights granted to First Federal's Eligible Account
Holders, and Other Members and employees, officers and directors in
the Conversion are not transferable. Persons violating such
prohibition, directly or indirectly, may lose their right to purchase
stock in the Conversion and be subject to other possible sanctions. IT
IS THE RESPONSIBILITY OF EACH SUBSCRIBER QUALIFYING AS AN ELIGIBLE
ACCOUNT HOLDER, OR OTHER MEMBER TO LIST COMPLETELY ALL ACCOUNT NUMBERS
FOR QUALIFYING SAVINGS ACCOUNTS OR LOANS AS OF THE QUALIFYING DATE ON
THE STOCK ORDER FORM.
16. Q. WHAT ARE THE MINIMUM AND MAXIMUM NUMBERS OF SHARES THAT I CAN PURCHASE
IN THE CONVERSION?
A. The minimum number of shares is 25. The maximum number of shares that
may be purchased in the Conversion by any person, other than the ESOP,
together with any associate or group of persons acting in concert
currently is 10,000 shares.
<PAGE>
17. Q. ARE THE BOARD OF DIRECTORS AND MANAGEMENT OF FIRST FEDERAL BUYING A
SIGNIFICANT AMOUNT OF THE STOCK OF THE HOLDING COMPANY?
A. Directors and executive officers of the Association are expected to
subscribe for _______ shares. The purchase price paid by directors
and executive officers will be the same $10.00 per share price as that
paid by all other persons who order stock in the Subscription Offering
and, if necessary, the Community and Syndicated Community Offerings.
18. Q. HOW DO I SUBSCRIBE FOR SHARES OF STOCK?
A. To subscribe for shares of stock in the Subscription Offering, you
should send or deliver a stock order form together with full payment
(or appropriate instructions for withdrawal from permitted deposit
accounts as described below) to First Federal in the postage-paid
envelope provided, so that the stock order form and payment or
withdrawal authorization instructions are received prior to the close
of the Subscription Offering, which will terminate at noon, Central
Time, on September __, 1996, unless extended. Payment for shares may
be made in cash (if made in person) or by check or money order.
Subscribers who have deposit accounts with First Federal may include
instructions on the stock order form requesting withdrawal from such
deposit account(s) to purchase shares of First Allen Parish Bancorp,
Inc.. Withdrawals from certificates of deposit may be made without
incurring an early withdrawal penalty. If shares remain available for
sale after the expiration of the Subscription Offering, they will be
offered in the Community Offering, which will begin as soon as
practicable after the end of the Subscription Offering. Persons who
wish to order stock in the Community Offering should return their
stock order form as soon as possible after the Community Offering
begins because it may terminate at any time after it begins. Members
of the general public should contact the Stock Information Center at
(318) 335-4487 for additional information.
19. Q. MAY I USE FUNDS IN A RETIREMENT ACCOUNT TO PURCHASE STOCK?
A. Yes. If you are interested in using funds held in your retirement
account at First Federal, the Stock Information Center can assist you
in transferring those funds to a self-directed IRA, if necessary, and
directing the trustee to purchase the stock. This process may be done
without an early withdrawal penalty and generally without a negative
tax consequence to your retirement account. Due to the additional
paperwork involved, IRA transfers must be completed by September __,
1996. For additional information, call the Stock Information Center at
(318) 335-4487.
20. Q. WILL I RECEIVE INTEREST ON FUNDS I SUBMIT FOR A STOCK PURCHASE?
A. Yes. First Federal will pay interest at its passbook rate from the
date the funds are received until completion of the stock offering or
termination of the Conversion. All funds authorized for withdrawal
from deposit accounts with First Federal will continue to earn
interest at the contractual rate until the date of the completion of
the Conversion.
<PAGE>
21. Q. MAY I OBTAIN A LOAN FROM FIRST FEDERAL TO PAY FOR SHARES PURCHASED IN
THE CONVERSION?
A. No. Federal regulations prohibit First Federal from making loans for
this purpose. However, federal regulations do not prohibit you from
obtaining a loan from another source for the purpose of purchasing
stock in the Conversion.
22. Q. IF I BUY STOCK IN THE CONVERSION, HOW WOULD I GO ABOUT BUYING
ADDITIONAL SHARES OR SELLING SHARES IN THE AFTERMARKET?
A. First Allen Parish Bancorp, Inc., as a newly organized company, has
never issued capital stock, and consequently there is no established
market for its common stock at this time, although it is unlikely that
an active and liquid trading market for the common stock will develop.
First Allen Parish Bancorp, Inc. has received approval to have the
Common Stock quoted on the National Daily Quotation System "Pink
Sheets", under the symbol "____."
23. Q. WHAT IS THE HOLDING COMPANY'S DIVIDEND POLICY?
A. The Board of Directors of the Holding Company currently intends to
establish a dividend policy following Conversion to pay a regular semi
annual cash dividend at an initial rate of $0.30 per share per annum.
Dividends will be subject to determination and declaration by the
Board of Directors, which will take into account a number of factors,
including the operating results and financial condition of the Holding
Company, net worth and capital requirements and regulatory
restrictions on the payment of dividends by the Association to the
Holding Company upon which dividends paid by the Holding Company
eventually will be primarily dependent. There can be no assurance
that dividends will in fact be paid on the Common Stock or that, if
paid, such dividends will not be reduced or eliminated in future
periods.
24. Q. WILL THE FDIC INSURE THE SHARES OF THE HOLDING COMPANY?
A. No. The shares of First Allen Parish Bancorp, Inc. are not savings
deposits or savings accounts and are not insured by the FDIC or any
other government agency.
25. Q. IF I SUBSCRIBE FOR SHARES AND LATER CHANGE MY MIND, WILL I BE ABLE TO
GET A REFUND?
A. No. Your order cannot be canceled or withdrawn once it has been
received by First Federal without the consent of First Federal.
ABOUT VOTING "FOR" THE PLAN OF CONVERSION
-----------------------------------------
26. Q. AM I ELIGIBLE TO VOTE AT THE SPECIAL MEETING OF MEMBERS TO BE HELD TO
CONSIDER THE PLAN OF CONVERSION?
A. You are eligible to vote at the Special Meeting of Members to be held
on September __, 1996 if you were a member of First Federal at the
close of business on the Record Date for the Special Meeting (_______,
1996) and continue as such until the Special Meeting. If you were a
member on the Record
<PAGE>
Date, you should have received a proxy statement and a proxy card with
which to vote.
27. Q HOW MANY VOTES DO I HAVE?
A. Each account holder is entitled to one vote for each $100, or fraction
thereof, on deposit in such account(s). Each borrower member is
entitled to cast one vote in addition to the number of votes, if any,
he or she is entitled to cast as an account holder. No member may
cast more than 1,000 votes.
28. Q. IF I VOTE "AGAINST" THE PLAN OF CONVERSION AND IT IS APPROVED, WILL I
BE PROHIBITED FROM BUYING STOCK DURING THE SUBSCRIPTION OFFERING?
A. No. Voting against the Plan of Conversion in no way restricts you
from purchasing First Allen Parish Bancorp, Inc. stock in the
Subscription Offering.
29. Q. DID THE BOARD OF DIRECTORS OF FIRST FEDERAL UNANIMOUSLY ADOPT THE
CONVERSION?
A. Yes. First Federal's Board of Directors unanimously adopted the Plan
of Conversion and urges that all members vote "FOR" approval of such
Plan.
30. Q. WHAT HAPPENS IF FIRST FEDERAL DOES NOT GET ENOUGH VOTES TO APPROVE THE
PLAN OF CONVERSION?
A. The Conversion would not take place, and First Federal would remain a
mutual savings institution.
31. Q. AS A QUALIFYING DEPOSITOR OR BORROWER OF FIRST FEDERAL, AM I REQUIRED
TO VOTE?
A. No. However, failure to return your proxy card or otherwise vote will
have the same effect as a vote against the Plan of Conversion.
32. Q. WHAT IS A PROXY CARD?
A. A proxy card gives you the ability to vote without attending the
Special Meeting in person. You may attend the meeting and vote, even
if you have returned your proxy card, if you choose to do so.
However, if you are unable to attend, you still are represented by
proxy. Previously executed proxies will not be used to vote for
approval of the Plan of Conversion, even if the respective members do
not execute another proxy or attend the Special Meeting and vote in
person.
33. Q. HOW CAN I GET FURTHER INFORMATION CONCERNING THE STOCK OFFERING?
A. You may call the Stock Information Center at (318) 335-4487 for
further information or to request a copy of the Prospectus, a stock
order form, a proxy statement or a proxy card.
<PAGE>
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY FIRST ALLEN PARISH BANCORP, INC. COMMON STOCK. SUCH OFFERS AND
SOLICITATIONS MAY BE MADE ONLY BY MEANS OF THE PROSPECTUS. COPIES OF THE
PROSPECTUS MAY BE OBTAINED BY CALLING THE STOCK INFORMATION CENTER AT (318) 335-
4487.
THE SHARES OF FIRST ALLEN PARISH BANCORP, INC. COMMON STOCK BEING OFFERED
ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT INSURED BY THE SAVINGS
ASSOCIATION INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENT AGENCY.
<PAGE>
IV. Officer and Director Support Brochure
A. Explanation
An Officer and Director Brochure merely highlights in brochure form the
purchase commitments shown in the Prospectus. This information is included
with the Question and Answer brochure.
B. Method of Distribution
This information will be distributed in the same manner as the Question and
Answer brochure.
<PAGE>
PROPOSED MANAGEMENT AND DIRECTOR PURCHASES
Shares of
Name Common Stock Amount($)
- ---- ------------ ---------
Dr. James D. Sandefur
Chairman
Charles L. Galligan (TO BE COMPLETED)
President, CEO and Director
Jesse Boyd, Jr.
Director
James E. Riley
Director
J. L. Smith
Director
Leslie A. Smith
Director
T. H. Mayes
Emeritus
Betty Jean Parker
Secretary, Treasurer and
Chief Financial Officer
Total executive officers
and directors (8 persons) =
<PAGE>
V. IRA Mailing
A. Explanation
A special IRA mailing is proposed to be sent to all IRA customers of the
Association in order to alert the customers that funds held in an IRA can
be used to purchase stock. Since this transaction is not as simple as
designating funds from a certificate of deposit like a normal stock
purchase, this letter informs the customer that this process is slightly
more detailed and involves a personal visit to the Association.
B. Quantity
One IRA letter is proposed to be mailed to each IRA customer of the
Association. These letters would be mailed following OTS approval for the
conversion and after each customer has received the initial mailing
containing a Proxy Statement and a Prospectus.
C. Example - See following page.
<PAGE>
First Federal Letterhead
________, 1996
Dear Individual Retirement Account Participant:
As you know, First Federal Savings and Loan Association of Allen Parish is
in the process of converting from a federally chartered mutual savings and loan
association to a federally chartered stock savings and loan association and has
formed First Allen Parish Bancorp, Inc. to hold all of the stock of First
Federal (the "Conversion"). Through the Conversion, certain current and former
depositors and borrowers of First Federal have the opportunity to purchase
shares of common stock of First Allen Parish Bancorp, Inc. in a Subscription
Offering. First Allen Parish Bancorp, Inc. currently is offering up to 287,500
shares, subject to adjustment, of First Allen Parish Bancorp, Inc. at a price of
$10.00 per share.
As the holder of an individual retirement account ("IRA") at First Federal,
you have an opportunity to become a shareholder in First Allen Parish Bancorp,
Inc. using funds being held in your IRA. If you desire to purchase shares of
common stock of First Allen Parish Bancorp, Inc. through your IRA, First Federal
can assist you in self-directing those funds. This process can be done without
an early withdrawal penalty and generally without a negative tax consequence to
your retirement account.
If you are interested in receiving more information on self-directing your
IRA, please contact our Conversion Center at (318) 335-4487. Because it may
take several days to process the necessary IRA forms, a response is requested by
_______, 1996 to accommodate your interest.
Sincerely,
Charles L. Galligan
President
This letter is neither an offer to sell nor a solicitation of an offer to buy
First Allen Parish Bancorp, Inc. common stock. The offer is made only by the
Prospectus, which was recently mailed to you. THE SHARES OF FIRST ALLEN PARISH
BANCORP, INC. COMMON STOCK ARE NOT DEPOSITS AND WILL NOT BE INSURED BY THE
---
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
<PAGE>
VI. Counter Cards and Lobby Posters
A. Explanation
Counter cards and lobby posters serve two purposes: (1) As a notice to
First Federal's customers and members of the local community that the stock
sale is underway and (2) to remind the customers of the end of the
Subscription Offering. Trident has learned in the past that many people
forget the deadline for subscribing and therefore we suggest the use of
these simple reminders.
B. Quantity
Approximately 2 - 3 Counter cards will be used at teller windows and on
customer service representatives' desk.
Approximately 1 - 2 Lobby posters will be used at each office of First
Federal
C. Example
D. Size
The counter card will be approximately 8 1/2" x 11".
The lobby poster will be approximately 16" x 20".
<PAGE>
C. POSTER
OR
COUNTER CARD
"TAKE STOCK IN OUR FUTURE"
"STOCK OFFERING MATERIALS
AVAILABLE HERE"
First Federal
<PAGE>
VII. Statement Stuffers
A. Explanation
A statement stuffer will be used to further inform the customers of First
Federal of the sale and to make them aware of the expiration.
B. Method of Distribution
Statement Stuffers will be inserted into account statement mailings during
the offering period.
C. Example
D. Size
Statement stuffers will be approximately 6" x 2 3/4".
<PAGE>
Statement Stuffer
___________________________________________
STOCK OFFERING ENDS
SEPTEMBER __, 1996
___________________________________________
<PAGE>
VIII. Invitations
A. Explanation
In order to educate the public about the stock offering, Trident suggests
holding several Community meetings in various locations. In an effort to
target a group of interested investors Trident requests that each Director
of the Association submit a list of friends that he would like to invite to
a Community meeting.
Prospectuses are given to each prospect at the Community meeting.
B. Quantity and Method of Distribution
Each Director submits a list of their prospects. An invitation is mailed
to each director's prospect, if utilized.
<PAGE>
The Directors, Officers & Employees
of
First Federal Savings and Loan Association of Allen Parish
cordially invite you
to attend a brief presentation
regarding the stock offering
of First Allen Parish Bancorp, Inc.
Please join us at
Place
Address
on
Date
at Time
for hors d'oeuvres
R.S.V.P.
(318) _______________
<PAGE>
IX. Letters
A. Explanation
Once the application for conversion has been approved by the OTS, Trident
will send out a series of three letters to the Officer's and Director's
targeted prospects. These letters are used to help facilitate the
marketing effort to this group. All prospects will receive a Prospectus as
soon as they are available.
B. Method of Distribution
Each Director submits his list of prospects. Each prospect is sent the
series of three letters all during the Subscription Offering.
C. Examples
1. Introductory letter
2. A. Thank you letter
or
B. Sorry you were unable to attend letter
3. Final reminder letter
<PAGE>
Example 1
(Introductory Letter)
(First Federal Letterhead)
_______, 1996
Name
Address
City, State, Zip
Dear ______________:
You have probably read recently in the newspaper that First Federal Savings
and Loan Association of Allen Parish will soon be converting from mutual to
stock form. This conversion is the biggest step in the history of First Federal
in that it allows customers, community members, employees and directors the
opportunity to subscribe for stock in our new holding company - First Allen
Parish Bancorp, Inc.
I have enclosed a Prospectus and a stock order form which will allow you to
subscribe for shares and possibly become a charter stockholder of First Allen
Parish Bancorp, Inc. should you so desire. In addition, we will be holding
several presentations for friends of First Federal in order to review the
Conversion and the merits of becoming a charter stockholder of First Allen
Parish Bancorp, Inc. You will receive an invitation shortly.
I hope that if you have any questions you will feel free to call me or
First Federal's Stock Information Center at (318) 335-4487. I look forward to
seeing you at our presentation.
Sincerely,
Director
The shares of common stock offered in the conversion are not savings
accounts or deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy stock.
The offer will be made only by the Prospectus. There shall be no sale of stock
in any state in which any offer, solicitation of an offer or sale of stock would
be unlawful.
<PAGE>
Example 2A
(Thank You Letter)
(First Federal Letterhead)
___________, 1996
Name
Address
City, State, Zip
Dear ______________:
On behalf of the Board of Directors and management of First Federal Savings
and Loan Association of Allen Parish, I would like to thank you for attending
our recent presentation regarding the stock offering of First Allen Parish
Bancorp, Inc. We are enthusiastic about the stock offering and look forward to
completing the Subscription Offering on _______, 1996.
I hope that you will join me in being a charter stockholder, and once again
thank you for your interest.
Sincerely,
Charles L. Galligan
President
The shares of common stock offered in the conversion are not savings
accounts or deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy stock.
The offer will be made only by the Prospectus. There shall be no sale of stock
in any state in which any offer, solicitation of an offer or sale of stock would
be unlawful.
<PAGE>
Example 2B
(Sorry You Were Unable to Attend)
(First Federal Letterhead)
____________, 1996
Name
Address
City, State, Zip
Dear ____________:
I am sorry you were unable to attend our recent presentation regarding
First Federal's mutual to stock conversion. The Board of Directors and
management as a group presently intend to purchase in the Conversion $______ of
common stock of First Allen Parish Bancorp, Inc. We are enthusiastic about the
stock offering and look forward to completing the Subscription Offering on
_______, 1996.
We have established a Stock Information Center to answer any questions
regarding the stock offering. Should you require any assistance between now and
_______, I encourage you either to stop by or call our Stock Information Center
at (318)
_______________.
I hope you will join me in becoming a charter stockholder of First Allen
Parish Bancorp, Inc.
Sincerely,
Charles L. Galligan
President
The shares of common stock offered in the conversion are not savings
accounts or deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy stock.
The offer will be made only by the Prospectus. There shall be no sale of stock
in any state in which any offer, solicitation of an offer or sale of stock would
be unlawful.
<PAGE>
Example 3
(Final Reminder Letter)
(First Federal Letterhead)
________, 1996
Name
Address
City, State, Zip
Dear ________________:
Just a quick note to remind you that the deadline is quickly approaching
for purchasing stock in First Allen Parish Bancorp, Inc., the proposed holding
company for First Federal Savings and Loan Association of Allen Parish. I hope
you will join me in becoming a charter stockholder in what will be Louisiana's
newest publicly owned financial institution holding company.
The deadline for subscribing for shares in the Subscription Offering is
September __, 1996. If you have any questions, I hope you will call our Stock
Information Center in Oakdale at (318) _______________.
Once again, I look forward to having you join me as a stockholder of First
Allen Parish Bancorp, Inc.
Sincerely,
Charles L. Galligan
President
The shares of common stock offered in the conversion are not savings
accounts or deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy stock.
The offer will be made only by the Prospectus. There shall be no sale of stock
in any state in which any offer, solicitation of an offer or sale of stock would
be unlawful.
<PAGE>
X. Proxy Reminder
A. Explanation
A proxy reminder is used when the majority of votes needed to adopt the
Plan of Conversion is still outstanding. The proxy reminder is mailed to
those "target vote" depositors who have not previously returned their
signed proxy.
The target vote depositors are determined by the conversion agent.
B. Example
C. Size
Proxy reminder is approximately 8 1/2" x 11".
<PAGE>
B. Example
________________________________________________________________________________
P R O X Y R E M I N D E R
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
YOUR VOTE ON OUR STOCK CONVERSION PLAN HAS NOT BEEN RECEIVED.
- --------- ---------------------
YOUR VOTE IS VERY IMPORTANT, PARTICULARLY SINCE FAILURE TO VOTE IS EQUIVALENT TO
- ---------------------------
VOTING AGAINST THE PLAN.
VOTING FOR CONVERSION WILL NOT AFFECT THE INSURANCE OF YOUR ACCOUNTS. DEPOSIT
ACCOUNTS WILL CONTINUE TO BE FEDERALLY INSURED UP TO THE APPLICABLE LIMITS.
YOU MAY PURCHASE STOCK IF YOU WISH, BUT VOTING DOES NOT OBLIGATE YOU TO BUY
STOCK.
PLEASE ACT PROMPTLY! SIGN THE ENCLOSED PROXY CARD AND MAIL, OR DELIVER, THE
----------------------------
PROXY CARD TO FIRST FEDERAL TODAY. PLEASE VOTE ALL PROXY CARDS RECEIVED.
---
WE RECOMMEND THAT YOU VOTE TO APPROVE THE PLAN OF CONVERSION. THANK YOU.
THE BOARD OF DIRECTORS AND MANAGEMENT OF
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
________________________________________________________________________________
IF YOU RECENTLY MAILED THE PROXY,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
FOR FURTHER INFORMATION CALL (318) 335-4487.
<PAGE>
XI. Cover Letters for Initial Mailing
A. Explanation
These cover letters are used as an introduction for the Offering and Proxy
materials mailed to customers, friends and potential investors.
B. Examples
<PAGE>
____________,1996
To Members and Friends of First Federal Savings and Loan Association of Allen
Parish:
Trident Securities, Inc., a member of the National Association of
Securities Dealers, Inc., is assisting First Federal Savings and Loan
Association of Allen Parish in its conversion to a capital stock savings
association and the concurrent offering of shares of the common stock by First
Allen Parish Bancorp, Inc. (the "Company"), a Louisiana corporation recently
formed for the purpose of acquiring all of the stock of First Federal Savings
and Loan Association of Allen Parish.
At the request of First Federal Savings and Loan Association of Allen
Parish, we are enclosing materials explaining the conversion process and your
right to subscribe for common shares of the Company. Please read the enclosed
offering materials carefully.
If you have any questions, please call our Stock Information Center at
(318) 335-4487.
Sincerely,
TRIDENT SECURITIES, INC.
THE SHARES OF COMMON STOCK OF FIRST ALLEN PARISH BANCORP, INC. OFFERED IN
CONNECTION WITH THE CONVERSION ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS
ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. THIS IS NOT AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY COMMON STOCK OF FIRST ALLEN PARISH
BANCORP, INC. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
<PAGE>
(First Federal Letterhead)
___________, 1996
Dear Valued Customer:
First Federal Savings and Loan Association of Allen Parish is pleased to
announce that we have received regulatory approval to proceed with our plan to
convert to a federally chartered stock savings and loan association, conditioned
upon receipt of approval by First Federal's members, among other things. This
stock Conversion is the most significant event in the history of First Federal
in that it allows customers, community members, directors and employees an
opportunity to own stock in First Allen Parish Bancorp, Inc., the proposed
holding company for First Federal.
Since 1962, First Federal has successfully operated as a mutual company.
We want to assure you that the Conversion will not affect the terms, balances,
interest rates or existing FDIC insurance coverage on deposits at First Federal,
or the terms or conditions of any loans to existing borrowers under their
individual contract arrangements with First Federal. Let us also assure you
that the stock Conversion will not result in any changes in the management,
personnel or the Board of Directors of First Federal.
A special meeting of the members of First Federal will be held on _______,
1996 at _______, Central Time at 222 South 10th Street, Oakdale, Louisiana to
consider and vote upon First Federal's Plan of Conversion. Enclosed is a proxy
card. Your Board of Directors solicits your vote "FOR" First Federal's Plan of
Conversion. A vote in favor of the Plan of Conversion does not obligate you to
purchase stock. If you do not plan to attend the special meeting, please sign
and return your proxy card promptly; your vote is important to us.
As one of our valued members, you have the opportunity to invest in First
Federal's future by purchasing stock in First Allen Parish Bancorp, Inc. during
the Subscription Offering, without paying a sales commission.
If you decide to exercise your subscription rights to purchase shares, you
must return a properly completed stock order form together with full payment for
the subscribed shares so that it is received by First Federal not later than
12:00 Noon, Central Time on September __, 1996.
We also have enclosed a Prospectus and Proxy Statement which fully describe
First Federal, its management, board and financial condition. Please review
these materials carefully before you vote or invest. For your convenience we
have established a Stock Information Center. If you have any questions, please
call the Stock Information Center at (318) 335-4487.
We look forward to continuing to provide quality financial services to you
in the future.
Sincerely,
Charles L. Galligan
Enclosures President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of First Allen Parish Bancorp, Inc. common stock offered in the
Conversion, nor does it constitute the solicitation of a proxy in connection
with the Conversion. Such offers and solicitations of proxies are made only by
means of the Prospectus and Proxy Statement. There shall be no sale of stock in
any state in which any offer, solicitation of an offer or sale of stock would be
unlawful.
THE STOCK IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED.
<PAGE>
(First Federal Letterhead)
____________, 1996
Dear Interested Investor:
First Federal Savings and Loan Association of Allen Parish is pleased to
announce that we have received regulatory approval to proceed with our plan to
convert to a federally chartered stock savings and loan association, conditioned
upon receipt of approval by First Federal's members, among other things. This
stock Conversion is the most significant event in the history of First Federal
in that it allows customers, community members, directors and employees an
opportunity to own stock in First Allen Parish Bancorp, Inc., the proposed
holding company for First Federal.
Since 1962, First Federal has successfully operated as a mutual company.
We want to assure you that the stock Conversion will not result in any changes
in the management, personnel or the Board of Directors of First Federal.
Enclosed is a Prospectus which fully describes First Federal, its
management, board and financial condition. Please review it carefully before
you make an investment decision. If you decide to invest, please return to
First Federal a properly completed stock order form together with full payment
for shares at your earliest convenience. For your convenience we have
established a Stock Information Center. If you have any questions, please call
the Stock Information Center at (318) 335-4487.
Sincerely,
Charles L. Galligan
President
Enclosures
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of First Allen Parish Bancorp, Inc. common stock offered in the
Conversion. Such offers are made only by means of the Prospectus. There shall
be no sale of stock in any state in which any offer, solicitation of an offer or
sale of stock would be unlawful.
THE STOCK IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED.
<PAGE>
(First Federal Letterhead)
____________, 1996
Dear Friend:
First Federal Savings and Loan Association of Allen Parish is pleased to
announce that we have received regulatory approval to proceed with our plan to
convert to a federally chartered stock savings and loan association, conditioned
upon receipt of approval by First Federal's members, among other things. This
stock Conversion is the most significant event in the history of First Federal
in that it allows customers, community members, directors and employees an
opportunity to own stock in First Allen Parish Bancorp, Inc., the proposed
holding company for First Federal.
Since 1962, First Federal has successfully operated as a mutual company.
We want to assure you that the Conversion will not affect the terms, balances,
interest rates or existing FDIC insurance coverage on deposits at First Federal,
or the terms or conditions of any loans to existing borrowers under their
individual contract arrangements with First Federal. Let us also assure you
that the stock Conversion will not result in any changes in the management,
personnel or the Board of Directors of First Federal.
Our records indicate that you were a depositor of First Federal on
___________. Therefore, under applicable law, you are entitled to subscribe for
Common Stock in First Federal's Subscription Offering. Orders submitted by you
and others in the Subscription Offering are contingent upon the current members'
approval of the Plan of Conversion at a special meeting of members to be held on
_________, 1996 and upon receipt of all required regulatory approvals.
If you decide to exercise your subscription rights to purchase shares, you
must return a properly completed stock order form together with full payment for
the subscribed shares so that it is received at First Federal not later than
12:00 Noon, Central Time on _________, 1996.
Enclosed is a Prospectus which fully describes First Federal, its
management, board and financial condition. Please review it carefully before
you invest. For your convenience, we have established a Stock Information
Center. If you have any questions, please call the Stock Information Center at
(318) 335-4487.
Sincerely,
Charles L. Galligan
President
Enclosures
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of First Allen Parish Bancorp, Inc. common stock offered in the
Conversion, nor does it constitute the solicitation of a proxy in connection
with the Conversion. Such offers and solicitations of proxies are made only by
means of the Prospectus and Proxy Statement. There shall be no sale of stock in
any state in which any offer, solicitation of an offer or sale of stock would be
unlawful.
THE STOCK IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED.
<PAGE>
FIRST ALLEN PARISH BANCORP, INC.
NUMBER OF SHARES
Fill in the number of shares you wish to purchase and the total amount due. No
fractional shares will be issued. The minimum purchase is _____ shares.
METHOD OF PAYMENT
Check the appropriate box(es). You may pay by check, bank draft or money order
and/or authorize withdrawal from your First Federal Savings and Loan Association
of Allen Parish savings or certificate account(s). If paying by certified or
teller's check, please make it payable to First Federal Savings and Loan
Association of Allen Parish. Your funds will earn interest at the Bank's
certificate rate per annum until the offering is completed. If paying by
withdrawal, please list the appropriate account number(s); these designated
funds will continue to earn interest from a savings or certificate account at
the same account rate and cannot be withdrawn by you until the Closing Date, as
defined on the front page of the Prospectus.
STOCK REGISTRATION
Print the name(s) in which you want the stock registered. See the reverse side
of this form for registration guidelines.
Enter the social security number (or tax I.D. number) of the registered owner.
Only one number is required.
Indicate the manner in which you wish to take ownership by checking the
appropriate box. If necessary, check other and note ownership such as
corporation, estate or trust. If stock is purchased for a trust, the date of
the trust agreement and trust title must be included.
NASD AFFILIATION
Please refer to the National Association of Securities Dealers, Inc. (NASD)
affiliation section and check the box if applicable. Under the guidelines of
the NASD, members of the NASD and their associates are subject to certain
restrictions on the transfer of securities purchased in accordance with
subscription rights and to certain reporting requirements upon the purchase of
such securities, as established by the NASD.
_____ Check here and initial below if you are a member of the NASD or a person
associated with an NASD member or a member of the immediate family of any such
person to whose support such person contributes directly or indirectly or if you
have an account in which an NASD member or person associated with an NASD member
has a beneficial interest. I agree (i) not to sell, transfer or hypothecate the
stock for a period of 150 days following issuance, and (ii) to report this
purchase order in writing to the applicable NASD member I am associated with
within one day of the payment for the stock. (Initials)_________
ACKNOWLEDGMENT
Sign and date the form. When purchasing as a custodian, corporate officer,
etc., add your full title to your signature. An additional signature is
required only when payment is by withdrawal from an account that requires more
than one signature to withdraw funds.
DEADLINE
This form along with the Form of Acknowledgment, properly executed and with the
correct payments must be received by ____ _.m., Louisiana Time, ___________,
1996 and will be deemed received upon the date and the time of delivery of the
form to our office. Please submit your order using the enclosed postage-paid
envelope or hand-delivering to any First Federal Savings and Loan Association of
Allen Parish office.
TELEPHONE INFORMATION
Please enter both a daytime and evening telephone number where you may be
reached in the event we cannot execute your order as given.
Daytime Phone ( ) ____________________
Evening Phone ( ) ____________________
STOCK ORDER FORM
NUMBER OF SHARES OFFERING PRICE TOTAL AMOUNT DUE
_____________ X $ 10.00 =_______________
---------------------
_____ Enclosed is a certified teller's check, bank draft, or money order
PAYABLE TO FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH for
$________.
_____ I authorize withdrawal from the following First Federal Savings and Loan
Association of Allen Parish account(s):
Account Number(s) Amount
$
$
Total Withdrawal $
________________________________________________________________________________
Name(s) in which your stock is to be registered
________________________________________________________________________________
Name(s) in which your stock is to be registered
________________________________________________________________________________
Address
________________________________________________________________________________
City Parish
________________________________________________________________________________
State Zip Code
________________________________________________________________________________
Social Security # or Tax ID #
_______ Individual _______ Joint Tenants _______ Tenants in Common
_______ Uniform Gift or Transfer to Minors
_______ Other __________________________________________________
I (we) acknowledge receipt of the Prospectus and the terms and conditions
described therein. I (we) understand that, after receipt by First Federal
Savings and Loan Association of Allen Parish, this order may not be modified or
withdrawn without the consent of First Federal Savings and Loan Association of
Allen Parish. Further, I (we) certify that my (our) purchase does not conflict
with the purchase limitations in the Plan of Conversion, and that the shares
being purchased are for my (our) account only and that there is no present
agreement or understanding regarding any subsequent sale or transfer of such
shares. Under penalties of perjury, I (we) certify that: (1) the Social
Security number or Taxpayer Identification number given above is correct; and
(2) I am not subject to backup withholding. INSTRUCTIONS: YOU MUST CROSS OUT #2
ABOVE IF YOU HAVE BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE THAT YOU ARE
SUBJECT TO WITHHOLDING BECAUSE OF UNDER-REPORTING INTEREST OR DIVIDENDS ON YOUR
TAX RETURN.
I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT
FEDERALLY INSURED AND IS NOT GUARANTEED BY FIRST FEDERAL SAVINGS AND LOAN
ASSOCIATION OF ALLEN PARISH OR ANY FEDERAL OR STATE GOVERNMENT OR AGENCY.
If anyone asserts that this security is federally insured or guaranteed, or is
as safe as an insured deposit, I should call the Southeast Regional Director of
the Office of Thrift Supervision, Atlanta, Georgia at (404) 888-0771.
I further certify that, before purchasing the Common Stock of First Allen Parish
Bancorp, Inc., I received a Prospectus. The Prospectus that I received contains
disclosure concerning the nature of the security being offered and describes the
risks involved in the investment. See the "Special Considerations" section of
the Prospectus. In executing this Stock Order Form I affirm that I have read
the Prospectus and am aware of the risks associated with investing in First
Allen Parish Bancorp, Inc. Common Stock.
____________________________________________________________
Signature Date
____________________________________________________________
Additional Signature (if required) Date
FOR ASSISTANCE, PLEASE CALL THE STOCK INFORMATION CENTER, FIRST FEDERAL SAVINGS
AND LOAN ASSOCIATION OF ALLEN PARISH,
AT (318) 335-2031 FROM 9:00 A.M. TO 5:00 P.M., LOUISIANA TIME, MONDAY THROUGH
FRIDAY.
<PAGE>
GUIDELINES FOR REGISTERING STOCK
For reasons of clarity and standardization, the stock transfer industry has
developed uniform stock ownership registration which we will use in issuing your
stock certificate. Common ownership registrations are explained below. If you
have any questions about how your First Allen Parish Bancorp, Inc. common stock
should be registered, see your legal advisor.
To ensure correct registration, please follow the instructions for the
ownership you select.
________________________________________________________________________________
GENERAL INSTRUCTION: . Include the first name, middle initial, and last name
of each person listed. Avoid the use of an initial in
place of the first name.
. Do not use titles such as Mr., Mrs., Dr., etc.
. Omit words that do not affect ownership rights such as
special account, personal property, etc.
________________________________________________________________________________
INDIVIDUAL: Instructions: Print the first name, middle initial, and
last name of the person in whose name the stock is to be
registered. You may not list beneficiaries for this
ownership.
________________________________________________________________________________
JOINT TENANTS: Joint Tenancy with Right of Survivorship identifies two or
more persons as owners of the stock. Upon the death of one
of the owners, ownership automatically passes to the
surviving tenant(s).
Instructions: Print the first name, middle initial, and
last name of each co-tenant. You may not list
beneficiaries for this ownership.
________________________________________________________________________________
UNIFORM GIFTS TO For residents of certain states, stock may be held in the
MINORS/UNIFORM name of a custodian for the benefit of a minor
MINORS: under the Uniform Transfers to Minors Act. For residents
of most other states, stock may be held in a similar type
of TRANSFERS TO ownership under the Uniform Gifts to
Minors Act of the individual states. For either ownership,
the minor is the actual owner of the stock with the adult
custodian being responsible for the investment until the
minor reaches legal age.
Instructions: If you are a Louisiana resident and wish to
register stock in this ownership check Uniform Transfers
to Minors Act. For other states, see your legal advisor if
you are unsure about the correct registration of your
stock.
On the first NAME line, print the first name, middle
initial, and last name of the custodian, with the
abbreviation CUST after the name
Print the first name, middle initial, and last name of the
minor on the second NAME line. Only one custodian and one
minor may be designated.
Please indicate the minor's social security number in the
signature block.
________________________________________________________________________________
OTHER: Generally, fiduciary relationships (such as
Conservatorship, Legal Trust, Guardianship, etc.) are
established under a form of trust agreement or are
pursuant to a court order. Without a legal document
establishing a fiduciary relationship, your stock may not
be registered in a fiduciary capacity.
Instructions: On the first NAME line, print the first
name, middle initial, and last name of the fiduciary if
the fiduciary is an individual. If the fiduciary is a
corporation, list the corporate title on the first NAME
line. Following the name, print the fiduciary title such
as conservator, personal representative, etc.
On the second NAME line, print either the name of the
maker, donor or testator OR the name of the beneficiary.
Following the name, indicate the date and type of legal
document establishing the fiduciary relationship
(agreement, court order, etc.) (Use the space marked OTHER
if necessary). Please contact us if you have any
questions.
EXAMPLE OF A FIDUCIARY REGISTRATION:
John D. Smith Trustee for Tom A. Smith Under Agreement
Dated 06/09/74.
PLEASE NOTE THAT TOTTEN TRUST AND PAYABLE ON DEATH
OWNERSHIPS MAY NOT BE USED IN REGISTERING STOCK.
For example, stock cannot be registered as John Doe
Trustee for Jane Doe or John Doe Payable on Death to Jane
Doe.
________________________________________________________________________________
NASD AFFILIATION: Please refer to the NASD AFFILIATION statement on the face
of this form. If applicable, initial where indicated and
check the box. the National Association of Securities
Dealers, Inc. Interpretation With Respect to Free-Riding
and Withholding (the Interpretation) restricts the sale of
a hot issue (securities that trade at a premium in the
aftermarket) to NASD members, persons associated with NASD
members (i.e., an owner, director, officer, partner,
employee or agent of a NASD member) and certain members of
their families. Such persons are required to indicate that
they will comply with certain conditions required for an
exemption from the restrictions.
________________________________________________________________________________
