<PAGE>
AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON NOVEMBER 4, 1996
Registration No. _______________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Access Anytime Bancorp, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- -------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
85-0444597
- -------------------------------------------------------------------------------
(I.R.S. Employer Identification Number)
801 Pile Street, Clovis, NM 88101 (505) 762-4417
- -------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
N. R. Corzine
Chairman and Chief Executive Officer
801 Pile Street
Clovis, NM 88101
(505) 762-4417
- -------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code of agent for service)
As soon as practicable after the effective date of the Registration Statement.
- -------------------------------------------------------------------------------
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box. / X /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
- -------------------------------------------------------------------------------
<PAGE>
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
- -------------------------------------------------------------------------------
The Commission is requested to mail signed copies of all orders, notices and
communications to:
C.L. Moore
KELEHER & McLEOD, P.A.
414 Silver Avenue, S.W.
Albuquerque, New Mexico 87103
CALCULATION OF REGISTRATION FEE
<TABLE>
- ----------------------------------------------------------------------------------------------------
Proposed Proposed
Title of each of maximum maximum
securities to be Amount to be offering price per aggregate Amount of
registered registered security(1) offering price(1) registration fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par value 732,198 shares $5.75 $4,210,139 $1,276
- ----------------------------------------------------------------------------------------------------
Subscription
Rights to
Purchase
Common Stock 732,198 (2) (2) None
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee, based on the average of the bid and asked prices of
the Company's Common Stock as quoted on the NASDAQ Small Cap Market on
October 30, 1996.
(2) No separate consideration will be received for the Subscription Rights.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
2
<PAGE>
SUBJECT TO COMPLETION, NOVEMBER 4, 1996
ACCESS ANYTIME BANCORP, INC.
PROSPECTUS
732,198 Shares of Common Stock
($.01 par value)
Access Anytime Bancorp, Inc., a Delaware corporation (the "Company"), is
hereby offering (the "Subscription Offering") up to 732,198 shares of its
Common Stock, $.01 par value ("Common Stock"), to holders of record of its
Common Stock (the "Shareholders") at the close of business on ________, 1996
(the "Record Date"), pursuant to subscription rights, (the "Subscription
Rights"). The subscription price is ________ per share (the "Subscription
Price"). Holders of Subscription Rights (collectively, the "Rights Holders")
will be able to exercise their Subscription Rights until 5:00 p.m., New York
time, on ____________,1996 (such date, as it may be extended by the Company
to a date not later than ___________, 1996, being the "Expiration Date").
See "The Subscription Offering." The Subscription Rights are
non-transferable, except to the Standby Purchasers (as defined herein) (See
"Standby Purchase Agreements"). After the Expiration Date, the Subscription
Rights will no longer be exercisable to purchase shares of Common Stock,
except by the Standby Purchasers.
For each one share of Common Stock held of record as of the close of
business on the Record Date, a Shareholder will receive one Subscription
Right. No fractional Subscription Rights will be issued by the Company. The
number of Subscription Rights distributed by the Company to each Shareholder
will be rounded down to the nearest whole number. Each Rights Holder will
have the right to purchase one share of Common Stock for each Subscription
Right. Rights Holders are entitled to subscribe for all, or any portion of,
the shares of Common Stock underlying their Subscription Rights. The Company
expects to enter into Standby Purchase Agreements, pursuant to which Standby
Purchasers will severally agree to purchase from the Company, at the
Subscription Price, 100,000 shares, if available after the exercise of the
Subscription Rights. See "Standby Purchase Agreements." A minimum amount
of proceeds of $1,500,000, including purchase by Standby Purchasers, is
required for the Company to consummate the Subscription Offering. The
Company intends to offer, by means of this Prospectus, shares remaining,
after the Subscription Offering and sales to Standby Purchasers, to other
investors at the Subscription Price. Such investors may also include
existing shareholders.
The Common Stock is traded on the NASDAQ Small Cap Market under the
symbol "AABC" and, on ___________,1996, the last sale price of the Common
Stock was $______. The Common Stock of First Savings Bank, F.S.B. (the
"Bank"), the Company's wholly owned subsidiary and predecessor registrant,
was traded on the NASDAQ Small Cap Market under the symbol "FSBC" until
October 21, 1996, at which time the Company's Common Stock was listed and
began trading. See "Market Price And Dividends On The Common Stock."
3
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given
or made, such information or representations must not be relied upon as
having been authorized by the Company.
- ------------------------
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER BY THE COMPANY TO SELL, OR THE
SOLICITATION OF AN OFFER BY THE COMPANY TO BUY, ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH THIS PROSPECTUS RELATES NOR SECURITIES IN ANY
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
SET FORTH OR INCORPORATED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
THESE SECURITIES INVOLVE A SIGNIFICANT DEGREE OF INVESTMENT RISK, AND HOLDERS
SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER "RISK FACTORS" (PAGES
16-24). INVESTORS WHO RELY ON DIVIDEND INCOME SHOULD NOT PURCHASE THESE
SHARES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION INSURANCE
FUND, OR ANY OTHER GOVERNMENTAL AGENCY.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
4
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------
Underwriting Discounts Proceeds to the
Subscription Price and Commissions(1) Company(2)
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per share $ $
- ------------------------------------------------------------------------------------
Total $ $ $
- ------------------------------------------------------------------------------------
</TABLE>
(1) See "The Subscription Offering - Determination of Subscription Price and
Fairness Opinion" for information with respect to financial advisory fees
payable by the Company.
(2) Before deducting expenses payable by the Company estimated at $125,000.
The Common Stock is being offered directly to Rights Holders, to Standby
Purchasers, and possibly to other investors if the shares are not fully
subscribed, by the Company and is not the subject of any underwriting
agreement. See "Plan Of Distribution." It is expected that delivery of the
shares of Common Stock to exercising Rights Holders and Standby Purchasers
will be made as soon as practicable after the Expiration Date.
The date of this Prospectus is ________________,1996
5
<PAGE>
TABLE OF CONTENTS
Page
----
Available Information 7
Incorporation of Certain Documents by Reference 7
Prospectus Summary 9
Selected Historical Financial Information and Operating Data 14
Risk Factors 16
Recent Developments 24
The Subscription Offering 25
The Company 30
Use of Proceeds 31
Capitalization 32
Market Price and Dividends on the Common Stock 35
Certain Federal Income Tax Considerations 36
Regulation and Supervision 37
Description of Company Capital Stock 39
Dividends 41
Plan of Distribution 42
Disclosure Regarding Forward Looking Statements 42
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities 43
Legal Matters 43
Experts 43
Unaudited Consolidated Financial Statements
as of September 30, 1996 and December 31, 1995 F-1
Appendix - Opinion of Financial Advisor
(to be filed by amendment) A-1
6
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewtih has filed a Registration Statement on Form 8-A with respect to its
Common Stock and will file reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements, and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's Regional Offices at Seven World Trade Center, Suite 1300, New
York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60621-2511. Copies of such material can be obtained
by mail from the Commission's Public Reference Section at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, such
material may be accessed electronically by means of the Commission's Web Site
on the Internet at http://www.sec.gov.
The Company is the successor registrant to the Bank, which was a "small
business issuer" as defined by the regulations of the Commission. The
filings by the Bank pursuant to the Exchange Act prior to the formation of
the Company as a unitary thrift holding company for the Bank are discussed
below under "Incorporation Of Certain Documents By Reference".
The Company is a "small business issuer" as defined by the regulations
of the Commission. The Company has filed with the Commission a Registration
Statement on Form S-2 (together with all amendments and exhibits, the
"Registration Statement") relating to the shares of Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement and exhibits thereto that the Company has filed
with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"), and to which reference is hereby made. Any statements
contained herein concerning the provisions of any document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission
are not necessarily complete and in each instance reference is made to the
copy of such document so filed. Each such statement is qualified by such
reference.
A copy of the Bank's Annual Report to Stockholders for the fiscal year
ended December 31, 1995 accompanies this Prospectus. Such Annual Report
contains financial statements, prepared in conformity with generally accepted
accounting principles, for the fiscal year ended December 31, 1995 and
certain other information and should be read in connection with this
Prospectus. Unaudited consolidated financial statements for the interim
periods ended September 30, 1996, are included in this Prospectus at pages
F-1 through F-17.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated by reference in this Prospectus are the following documents
filed by the Company, or the Bank as its predecessor prior to the formation
of the Company as a unitary thrift holding company for the Bank, with the
Commission or, in the case of the Bank, the Office of Thrift Supervision
("OTS"), pursuant to the Exchange Act; the Bank's filings under the Exchange
7
<PAGE>
Act have also been filed with the Commission by the Company as exhibits to
its Registration Statement on Form 8-A filed on October 11, 1996 (File No.
001-12309):
1. The Bank's Annual Report on Form 10-KSB for the year ended December 31,
1995;
2. The Bank's Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 1996 and June 30, 1996;
3. The Bank's Current Reports on Form 8-K dated April 25, 1996, June 27,
1996 and July 3, 1996; and
4. The following sections of the Bank's Annual Report
to Stockholders for the fiscal year ended December 31,
1995: Selected Consolidated Financial Highlights,
Management's Discussion and Analysis of Financial
Condition and Results of Operations and Financial
Statements. The following portions of such Annual
Report are not incorporated herein by reference and
are not a part of this Prospectus: Bank Profile,
Letter from the Chairman and Chief Executive Officer
and Corporate Information.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the offering
hereunder shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date such documents are filed. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the information incorporated herein by reference other
than exhibits to such information (unless such exhibits are specifically
incorporated by reference into such information). Written or oral requests
should be directed to the Company at 801 Pile Street, Clovis, New Mexico
88101, Attention: Norman Corzine, Chairman and Chief Executive Officer,
telephone (505) 762-4417.
8
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED
IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION, INCLUDING CONSOLIDATED
FINANCIAL STATEMENTS, APPEARING ELSEWHERE, OR INCORPORATED BY REFERENCE, IN
THIS PROSPECTUS.
THE COMPANY
The Company is a unitary thrift holding company formed in 1996 under the
laws of Delaware. The Company's principal subsidiary is the Bank, a Federal
Savings Bank originally chartered in 1934, the deposits of which are insured
by the Savings Association Insurance Fund ("SAIF") of the Federal Deposit
Insurance Corporation (the "FDIC") up to applicable limits. At September 30,
1996, the Bank had consolidated assets of approximately $108.9 million,
consolidated liabilities of approximately $103.9 million (which includes
total deposits through the Bank of approximately $102.4 million), and
shareholders' equity of approximately $5.0 million. The Company's principal
executive office is located at 801 Pile Street, Clovis New Mexico 88101, and
its telephone number is (505)762-4417. See "The Company."
THE SUBSCRIPTION OFFERING
Shares Offered Hereby ................. Up to 732,198 shares of Common Stock.
Subscription Price..................... ____ per share of Common Stock.
Risk Factors........................... See"Risk Factors" for a discussion of
certain important factors to be
considered by investors.
Subscription Rights.................... For each one share of Common Stock held
of record as ofthe close of business
on ________,1996 (the "Record Date"),
a Shareholder will receive one
Subscription Right. Fractional
Subscription Rights will not be issued,
and the number of Subscription Rights
distributed by the Company to each
Shareholder will be rounded down to
the nearest whole number. Each Rights
Holder will have the right to purchase
one share of Common Stock for each
Subscription Right. Rights Holders are
entitled to subscribe for all, or any
portion of, the shares of Common Stock
underlying their Subscription Rights.
Subscription Rights will be evidenced
by Subscription Warrants.
9
<PAGE>
Standby Purchase Agreements............ The Company expects to enter into
standby purchase agreements (the
"Standby Purchase Agreements")
pursuant to which certain institutional
investors (each, a "Standby Purchaser")
will agree to purchase from the Company
a total of 100,000 shares of Common
Stock, if available after the exercise
of Subscription Rights.
Additional Investors................... The Company intends to offer, by means
of this Prospectus, shares remaining,
after the Subscription Offering and
sales to Standby Purchasers, to other
investors at the Subscription Price.
Such investors may also include
existing shareholders.
Commitment of Certain Rights Holders... Certain Rights Holders are expected
to commit irrevocably to exercise
their Subscription Rights with
respect to 100,000 shares of Common
Stock (representing 92% of all shares
eligible to be acquired upon exercise
of the Subscription Rights issued to
such Rights Holders), for a total
purchase price of approximately
$_______________. See "The
Subscription Offering -- Commitment
of Certain Rights Holders". Such
purchasers may be subject to certain
regulatory limitations. See "The
Subscription Offering - Regulatory
Limitation" and "Regulation and
Supervision -- Regulation of the
Company."
Commitment of Directors................ Directors of the Company are
expected to commit irrevocably to
exercise Subscription Rights with
respect to 70,000 shares of Common
Stock (representing approximately 75%
of the shares that are eligible to
be acquired by them upon the exercise
of Subscription Rights issued to them
in the Offering) for a total
purchase price of approximately
$ _____________. See "The Subscription
Offering--Commitment of Directors."
10
<PAGE>
Use of Proceeds........................ The net proceeds from the sale of the
Common Stock will be used, first, to
infuse capital into the Bank to meet
OTS capital requirements, and,
second, to the extent available, for
general corporate purposes, which may
include financing of possible future
acquisitions of other banking
institutions or related businesses
and technology enhancements. At the
present time, the Company does not
have any specific plans, agreements,
or understandings, written or oral,
pertaining to the proposed
acquisition of any banking
institution or related business. See
"Use Of Proceeds."
Shares Currently Outstanding........... 732,198 shares of Common Stock, at
____________, 1996.
Subscription Agent..................... The Subscription Agent is First
Savings Bank, F.S.B. (the
"Subscription Agent"), a wholly owned
subsidiary of the Company. See "The
Subscription Offering -- Subscription
Agent" for address and information
relating to the delivery of
Subscription Warrants and the payment
of the aggregate Subscription Price.
Method of Exercising
Subscription Rights.................... Subscription Rights may be exercised
by properly completing, signing, and
delivering the Subscription Warrant
accompanying this Prospectus, together
with payment in full of the aggregate
Subscription Price by either bank
certified check or cashier's check.
See "The Subscription Offering --
Method of Exercising Subscription
Rights."
Expiration Date........................ Rights Holders will be able to
exercise their Subscription Rights
until 5:00 p.m., New York time, on
____________, 1996, unless such period
is extended by the Company, at its
option, to a date not later than
__________,1996. See "The
Subscription Offering --
Amendments and Waivers; Early
11
<PAGE>
Termination." After the Expiration
Date, except with respect to the
Standby Purchasers, Subscription
Rights will no longer be exercisable
to purchase shares of Common Stock and
will have no value. See "Foreign
Restrictions and Undeliverable
Subscription Warrants" below for a
summary of the restrictions on the
method of exercising Subscription
Rights held by shareholders whose
record addresses are outside of the
continental United States or Canada,
or are Army Post Office ("A.P.O.")
or Fleet Post Office ("F.P.O.")
addresses.
Those Subscription Rights not
exercised by a Rights Holder
prior to the Expiration Date will be
transferred without consideration
and without further action by the
Rights Holder to accounts maintained
by the Subscription Agent for the
benefit of the Standby Purchasers.
Amendments; Early Termination.......... The Company reserves the right to
amend the terms and conditions of
the Subscription Offering or to
terminate the Subscription Offering
at any time prior to delivery of the
shares of Common Stock offered
hereby. See "The Subscription Offering
-- Amendments and Waivers; Early
Termination."
Termination Date....................... Unless earlier terminated by the
Company, the Subscription Offering
shall automatically terminate at
5:00 p.m., New York time, on the
________ business day following the
Expiration Date.
Foreign Restrictions and
Undeliverable Subscription
Warrants............................... Subscription Warrants will not be
mailed to Shareholders whose record
addresses are outside the continental
United States or Canada, or are A.P.O.
or F.P.O. addresses. Such Subscription
Warrants will be held by the
Subscription Agent for such
Shareholders' accounts until
instructions are
12
<PAGE>
received to exercise or until the
Subscription Rights expire.
No Fractional Subscription Rights...... No fractional Subscription Rights
will be issued by the Company. The
number of Subscription Rights
distributed by the Company to each
Shareholder will be rounded down to
the nearest whole number.
NASDAQ Small Cap Market Symbol
for Common Stock....................... AABC
CUSIP Number of Common Stock........... 00431F 10 5
Federal Income Tax
Considerations......................... For United States federal income tax
purposes, receipt of the Subscription
Rights by Shareholders pursuant to
the Subscription Offering should be
treated as a nontaxable dividend
distribution. See "Certain Federal
Income Tax Considerations."
13
<PAGE>
SELECTED HISTORICAL FINANCIAL INFORMATION AND OPERATING DATA
The Company became the unitary thrift holding company for the Bank as a
result of the consummation of an Agreement and Plan of Reorganization and
related Plan of Merger on October 21, 1996 (the "Merger). The Company did
not have any material assets prior to the Merger. Following the Merger, the
Company's consolidated balance statement and income statement are not
materially different from the Bank's statement of financial condition and
statement of operations. The Company is the successor registrant to the Bank
under the Securities Act of 1933. The following table sets forth selected
consolidated historical financial and operating data for the Bank as of and
for each of the five fiscal years ended December 31, 1995 and has been
derived from and should be read in conjunction with the audited consolidated
financial statements of the Bank and the unaudited consolidated interim
financial and operating data as of September 30, 1996 and for each of the
nine months ended September 30, 1995 and 1996. The following summary
financial information is qualified in its entirety by and should be read in
conjunction with the detailed information and financial statements of the
Bank, including the notes thereto, which interim information is included in
this Prospectus, and which annual information as of December 31, 1995 and
1994 and for each of the three years in the period ended December 31, 1995
accompany this Prospectus and are incorporated herein by reference. In the
opinion of management of the Bank, all adjustments, consisting of normal
recurring accruals, considered necessary for fair presentation have been
included in the unaudited interim data. The financial information for the
interim periods presented is not necessarily indicative of the results of
operations which may be expected as of and for any other interim period or
year as a whole.
<TABLE>
For the nine months
SELECTED ended September 30 For the years ended December 31
CONSOLIDATED -------------------- -----------------------------------------------------
OPERATING DATA: 1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
(dollars in thousands except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income $ 5,638 $ 6,460 $ 8,417 $ 7,888 $ 8,538 $ 10,608 $ 13,636
Interest expense 3,619 4,077 5,423 4,563 4,943 6,821 10,514
-------- -------- -------- -------- -------- --------- --------
Net interest income
before loan losses 2,019 2,383 2,994 3,325 3,595 3,787 3,122
Provision for
credit losses (7) -- (15) 4 21 386 425
-------- -------- -------- -------- -------- --------- --------
Net interest income
after provision for
credit losses 2,026 2,383 3,009 3,321 3,574 3,401 2,697
Net gain (loss) on
mortgage loans
held-for-sale 98 76 118 (19) 331 254 296
Net gain (loss) on
sale of securities -- -- -- 5 258 (124) 921
Real estate operations,
net (38) (57) (58) (273) (616) (1,196) (311)
Other income, net 494 533 716 752 744 950 851
Other expenses (3,280) (2,563) (3,371) (3,635) (3,677) (3,417) (3,102)
-------- -------- -------- -------- -------- --------- --------
Income (loss) before
income taxes and
extraordinary items (700) 372 414 151 614 (132) 1,352
Income tax expense
(benefit) -- -- -- (189) -- -- 472
Extraordinary items -- -- -- -- -- -- 344
-------- -------- -------- -------- -------- --------- --------
Net income (loss) $(700) $372 $414 $340 $614 $(132) $1,224
-------- -------- -------- -------- -------- --------- --------
-------- -------- -------- -------- -------- --------- --------
PER-SHARE DATA:
Weighted average
shares outstanding 703,087 695,698 695,698 695,698 695,698 695,698 695,698
Earnings (loss) per
share $ (1.00) $ 0.53 $ 0.59 $ 0.49 $ 0.88 $(0.19) $ 1.76
-------- -------- -------- -------- -------- --------- --------
-------- -------- -------- -------- -------- --------- --------
</TABLE>
14
<PAGE>
<TABLE>
SELECTED September 30 December 31
CONSOLIDATED -------------------- -----------------------------------------------------
OPERATING DATA: 1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
(dollars in thousands except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Loans receivable,
net $ 41,909 $ 33,996 $ 34,332 $ 35,670 $ 36,980 $ 45,027 $ 59,970
Loans held-for-sale 543 602 862 671 4,861 4,136 4,349
Mortgage-backed
securities, net -- -- -- -- -- 57,511 49,482
Investment securities -- -- -- -- -- 9,384 8,440
Securities held-to-
maturity 31,399 70,827 36,404 77,505 65,909 -- --
Securities available-
for-sale 24,336 2,909 33,090 2,980 10,722 -- 250
Real estate owned, net 68 439 114 421 2,967 5,669 7,593
Total assets 108,912 120,050 116,966 125,709 136,338 139,109 145,104
Deposits 102,391 113,676 110,633 112,773 130,690 133,639 136,919
Borrowings -- -- -- 7,400 -- -- 2,000
Unrealized loss on
securities available-
for-sale, net (327) (187) (204) (363) (28) -- --
Stockholders' equity 4,991 5,595 5,620 5,048 5,043 4,458 4,590
Book value per share
of Bank stock $ 6.82 $ 8.04 $ 8.08 $ 7.26 $ 7.25 $ 6.41 $ 6.60
</TABLE>
<TABLE>
For the nine months
SELECTED ended September 30 For the years ended December 31
FINANCIAL RATIOS -------------------- -----------------------------------------------------
AND OTHER DATA: 1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
(dollars in thousands except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
PERFORMANCE RATIOS:
Return on assets
(ratio of net
income/(loss) to
average total assets) (0.62)% 0.30% 0.34% 0.26% 0.45% (0.09)% 0.79%
Interest rate spread
information: Average
during period 2.18 2.59 2.45 2.62 2.89 3.07 2.36
End of period 2.54 2.02 2.13 2.42 2.88 3.56 2.58
Net interest margin(1) 1.84 2.00 2.54 2.64 2.83 2.88 2.14
Ratio of operating
expense to average
total assets 2.94 2.13 2.83 2.98 3.12 3.25 2.30
Return on equity
(ratio of net
income/(loss) to
average equity) (13.20) 6.98 7.75 6.73 12.93 (2.92) 30.78
QUALITY RATIOS:
Non-performing assets
to total assets at
end of period 1.58% 1.73% 1.44% 2.98% 4.54% 6.93% 7.46%
Allowance for credit
losses to non-
performing loans 24.16 21.36 25.36 12.29 8.22 5.55 8.11
Allowance for credit
losses to total
loans (2) 0.99 1.30 1.25 1.29 1.38 1.19 1.46
CAPITAL RATIOS:
Equity to total assets
at the end of period 4.58% 4.66% 4.81% 4.02% 3.70% 3.20% 3.16%
Average equity to
average assets 4.70 4.33 4.40 3.85 3.45 3.18 2.57
Ratio of average
interest-earning
assets to average
interest-bearing
liabilities 102.50 102.25 101.99 100.66 98.29 95.96 96.84
</TABLE>
(1) Net interest income divided by average interest earning assets
(2) Excludes mortgage-backed securities
15
<PAGE>
RISK FACTORS
With respect to the shares of Common Stock to be issued as described in this
Prospectus, investors should carefully consider the following risk factors:
1. DIVIDEND HISTORY AND DIVIDEND RESTRICTIONS. The Company
cannot predict if or when it will pay dividends on the Common Stock in the
future. In addition, if the Company were to issue any capital stock having a
preference as to dividends over the Common Stock, which the Company's
Certificate of Incorporation allows, the Common Stock may be subordinated as
to the payment of dividends to such other capital stock. The Bank last paid a
stock dividend in 1989 and a cash dividend in 1988. The Company's Board of
Directors does not currently intend to declare any cash dividends at any time
in the foreseeable future. The Company's ability to pay dividends to its
stockholders depends primarily upon the Bank's ability to pay dividends on
the Bank's common stock to the Company. Dividends paid by the Bank and the
Company are subject to restrictions imposed by certain federal laws. In
addition, the Bank has entered into a Supervisory Agreement with the OTS
effective as of June 17, 1996, which agreement requires, among other things,
that the Bank increase its capital. As a result, the Bank is unlikely to pay
a dividend for the foreseeable future.
2. MARKETABILITY OF COMMON STOCK. The Common Stock has been
listed on the NASDAQ Small Cap Market in the same manner as the Bank's common
stock was listed prior to October 21, 1996. The Common Stock has been
registered under the provisions of the Exchange Act. It is expected that
Common Stock will be at least as liquid as the Bank's common stock. However,
there can be no assurance that an active and liquid trading market for the
Common Stock will develop, or if developed, will be maintained.
3. REGULATION AND SUPERVISION. Unitary thrift holding companies
and savings banks operate in a highly regulated environment and are subject
to extensive supervision and examination by several federal and state
regulatory agencies. The Company is subject to the federal Home Owners Loan
Act, as amended ("HOLA"), and to regulation and supervision by the OTS. As a
federal savings bank, the Bank is subject to regulation and supervision by
the OTS and, as a result of the insurance of its deposits, by the FDIC. In
this regard, the OTS issued a Prompt Corrective Action Directive to the Bank
in 1993, which was amended in 1994, and the Bank and OTS entered into a
Supervisory Agreement effective as of June 17, 1996. Although the various
laws and regulations which apply to the Company and the Bank are intended to
ensure safe and sound banking practices, they are primarily intended to
benefit depositors and the federal deposit insurance fund, and not the
stockholders of the Company. The Company and the Bank are subject to changes
in federal and state law, as well as changes in regulations and governmental
policies, income tax laws and accounting principles. The effects of any
potential changes cannot be predicted but could adversely affect the business
and operations of the Company and its subsidiaries in the future. See
"Recent Developments" for a discussion of the recent legislation affecting
the thrift industry and impacts on the Company and the Bank.
4. NO PREEMPTIVE RIGHTS. The Certificate of Incorporation does
not provide holders of Common Stock with a preemptive right to subscribe for
additional shares of the securities of the Company upon additional issuance
thereof. Thus, upon the issuance by the Company of any additional shares of
Common Stock or any securities of the Company with conversion or voting
rights, the holders of Common Stock may be unable to maintain their pro rata
ownership interest or voting power in the Company.
16
<PAGE>
5. COMPETITION. The banking business is highly competitive and
the profitability of the Company will depend principally upon the Bank's
ability to compete in its market area. The Bank competes with other
commercial and savings banks, savings and loan associations, credit unions,
finance companies, mutual funds, insurance companies, brokerage and
investment banking firms, asset-based non-bank lenders and certain other
non-financial institutions, including retail stores which may maintain their
own credit programs and certain governmental organizations which may offer
more favorable financing than the Bank. Some of these competitors may have
greater financial and other resources than the Company. No assurances may be
given concerning the Bank's competitive position in the future. Various
legislative acts in recent years have led to increased competition among
financial institutions. There can be no assurance that the United States
Congress will not enact legislation that may further increase competitive
pressures on the Bank. The Bank competes with other financial institutions
on the basis of service, convenience and price. Due in part to both
regulatory changes and consumer demands, banks have experienced increased
competition from other financial and non-financial entities offering similar
products which is expected to continue.
6. ECONOMIC CONDITIONS. General economic conditions have a
significant impact on the banking industry. The credit quality of the Bank's
loan portfolio necessarily reflects, among other things, the general economic
conditions in the areas in which it conducts its business. The financial
success of the Company and the Bank depends somewhat on factors that are
beyond the Company's control, including national and local economic
conditions, the supply and demand for investable funds, interest rates,
regulatory policies and federal, state and local laws affecting these
matters. Any substantial deterioration in any of the foregoing conditions
could have a material adverse effect on the Company's financial condition and
results of operations, which in all likelihood, would adversely affect the
market price of the Common Stock.
7. MONETARY POLICY. The operating income and net income of the
Bank will depend to a substantial extent on "rate differentials", i.e., the
differences between the income the Bank receives from loans, securities and
other earning assets, and the interest expense it pays to obtain deposits and
other liabilities. These rates are highly sensitive to many factors which
are beyond the control of the Company, including general economic conditions
and the policies of various governmental and regulatory authorities. For
example, in an expanding economy, loan demand usually increases and the
interest rates charged on loans increase. Increases in the discount rate by
the Federal Reserve Board usually lead to rising interest rates, which affect
the interest income, interest expense and investment portfolio. Also,
governmental policies such as the creation of a tax deduction for individual
retirement accounts can increase savings and affect the cost of funds.
8. ANTI-TAKEOVER PROVISIONS. The Company was incorporated under
Delaware law. The Certificate of Incorporation, as well as certain Delaware
and federal laws and regulations, could assist the Company in maintaining its
status as an independent corporation. The Certificate of Incorporation
provides for cumulative voting for directors and authorizes the Board of
Directors of the Company to issue shares of preferred stock of the Company
("Company Preferred Stock") without stockholder approval and upon such terms
as the Board of Directors may determine. The rights of the holders of Common
Stock will be subject to, and may be adversely affected by, the rights of the
holders of any Company Preferred Stock that may be issued in the future. The
issuance of Company Preferred Stock, while providing desirable flexibility in
connection with possible acquisitions, financings and other corporate
purposes, could have the effect of making it more difficult for a third party
to acquire, or of discouraging a third
17
<PAGE>
party from acquiring, a controlling interest in the Company. The Company has
no present plans to issue any shares of Company Preferred Stock. These
provisions in the Certificate of Incorporation may discourage potential proxy
contests and other takeover attempts, particularly those which have not been
negotiated with the Board of Directors of the Company. In addition, federal
law also requires the approval of the OTS prior to the acquisition of
"control" of a thrift holding company.
9. SHARES OF COMPANY STOCK ARE NOT DEPOSITS. The shares of
Company Stock are not deposits and, accordingly, are not insured against loss
by the FDIC.
10. CAPITAL ADEQUACY AND LIQUIDITY. Under the Financial
Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") and the
regulations of the OTS, the Bank must have: (1) core capital equal to 3% of
adjusted total assets; (2) tangible capital equal to 1.5% of adjusted total
assets; and (3) total capital equal to 8.0% of risk-weighted assets, which
includes off-balance sheet items. On November 28, 1994, the OTS announced
its decision to immediately reverse its August 1993 interim policy requiring
institutions to include unrealized gains and losses, net of income taxes, on
available-for-sale debt securities in regulatory capital. Because this
revised policy applies only to regulatory capital, however, institutions must
continue to comply with Statement of Financial Accounting Standards (SFAS)
No. 115, ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES, for
financial reporting purposes.
A Prompt Corrective Action Directive ("PCAD") effective May 18, 1995 is in
full force and effect which required the Bank to achieve the following
capital ratios by June 30, 1995: 8% total risk-based capital, 4.0% Tier 1
("core") risk-based capital ratio, and 4.0% leverage ratio. The Bank has
exceeded these ratios for all quarters since December 31, 1994. The
following table represents the Bank ratios through September 30, 1996:
% % % %
Ratio Required 12-31-94 12-31-95 9-30-96
----- -------- -------- -------- -------
Core (RAP*) Capital 4.0 4.29 4.98 4.87
Leverage Ratio 4.0 4.29 4.98 4.87
Risk-based Capital 8.0 17.79 16.66 13.89
*"RAP" IS DEFINED AS "REGULATORY ACCOUNTING PRACTICES"
Effective as of June 17, 1996 the Board and the OTS signed a Supervisory
Agreement which states that it is of mutual benefit for the Bank to do the
following:
1. Complete and submit a revised business and capital plan which
will:
a. Increase core capital to 6% as of December 31, 1996.
b. Increase core capital to 7% as of June 30, 1997.
2. Create an asset/liability and investment committee of the
Board to oversee and review pricing activities, investment
selection and interest rate risk.
3. Report quarterly on the Bank's operating results and explain
variances of actual results to budgeted projections.
18
<PAGE>
This agreement may be suspended in part or in whole by the OTS Regional
Director. The Rights Offering constitutes a portion of the business and
capital plan designed to meet the capital requirements under the Supervisory
Agreement.
11. DILUTION. Shareholders who do not exercise their Subscription
Rights in full will suffer dilution in their voting rights and in their
percentage interest in any future net earnings of the Company. All
Shareholders will suffer a reduction in book value as a result of the sale of
shares to subscribing Rights Holders at less than book value in the
Subscription Offering.
The following tables show the detail of such dilution (assuming,
respectively, all Subscription Rights are exercised and half of the
Subscription Rights are exercised):
19
<PAGE>
NEW DILUTION (ASSUMING $5.25 SUBSCRIPTION PRICE)
Number of
Shares Stockholders' Per Share
FULLY SUBSCRIBED Outstanding Equity Book Value
----------- ------------- ----------
September 30, 1996 amounts 732,198 $ 4,991,276 $ 6.82
Proforma Proforma
Stockholders' Per Share
Equity Book Value
------------ ----------
Rights offering @ $ 5.25
per share 732,198 3,844,040
Less estimated costs (125,000)
Totals 1,464,396 $ 8,710,316 $ 5.95
Number of
Shares Stockholders' Per Share
HALF SUBSCRIBED Outstanding Equity Book Value
----------- ------------- ----------
September 30, 1996 amounts 732,198 $ 4,991,276 $ 6.82
Proforma Proforma
Stockholders' Per Share
Equity Book Value
------------ ----------
Rights offering @ $ 5.25
per share 366,099 1,922,020
Less estimated costs (125,000)
Totals 1,098,297 $6,788,296 $ 6.18
20
<PAGE>
NEW DILUTION (ASSUMING $5.50 SUBSCRIPTION PRICE)
Number of
Shares Stockholders' Per Share
FULLY SUBSCRIBED Outstanding Equity Book Value
----------- ------------- ----------
September 30, 1996 amounts 732,198 $ 4,991,276 $ 6.82
Proforma Proforma
Stockholders' Per Share
Equity Book Value
------------ ----------
Rights offering @ $ 5.50
per share 732,198 4,027,089
Less estimated costs (125,000)
Totals 1,464,396 $ 8,893,365 $ 6.07
Number of
Shares Stockholders' Per Share
HALF SUBSCRIBED Outstanding Equity Book Value
----------- ------------- ----------
September 30, 1996 amounts 732,198 $ 4,991,276 $ 6.82
Proforma Proforma
Stockholders' Per Share
Equity Book Value
------------ ----------
Rights offering @ $ 5.50
366,099 2,013,545
Less estimated costs (125,000)
Totals 1,098,297 $ 6,879,821 $ 6.26
21
<PAGE>
NEW DILUTION (ASSUMING $5.75 SUBSCRIPTION PRICE)
Number of
Shares Stockholders' Per Share
FULLY SUBSCRIBED Outstanding Equity Book Value
----------- ------------- ----------
September 30, 1996 amounts 732,198 $ 4,991,276 $ 6.82
Proforma Proforma
Stockholders' Per Share
Equity Book Value
------------ ----------
Rights offering @ $ 5.75
per share 732,198 4,210,139
Less estimated costs (125,000)
Totals 1,464,396 $ 9,076,415 $ 6.20
Number of
Shares Stockholders' Per Share
FULLY SUBSCRIBED Outstanding Equity Book Value
----------- ------------- ----------
September 30, 1996 amounts 732,198 $ 4,991,276 $ 6.82
Proforma Proforma
Stockholders' Per Share
Equity Book Value
------------ ----------
Rights offering @ $ 5.75
per share 366,099 2,105,069
Less estimated costs (125,000)
Totals 1,098,297 $ 6,971,345 $ 6.35
22
<PAGE>
12. MINIMUM SIZE OF OFFERING. A minimum amount of proceeds of
$1,500,000, including purchases by Standby Purchasers, is required for the
Company to consummate the Subscription Offering. No assurance can be given
regarding the amount of proceeds that the Company will receive from the
Subscription Offering. See "The Subscription Offering." Other than with
respect to Certain Holders and Directors (see "The Subscription
Offering-Commitment of Certain Holders" and "The Subscription
Offering-Commitment of Certain Directors"), the Company does not know if
Rights Holders will exercise their Subscription Rights. The Company does not
have a firm commitment from any person to purchase any shares of Common Stock
that remain unsold after the termination of the Subscription Offering. (See,
however, "Standby Purchase Agreements".)
13. MARKET CONSIDERATIONS. It is possible that although a Rights Holder
may subscribe for shares at a time when the Subscription Price is less than
the prevailing market price, the market price of the Common Stock may decline
during the subscription period after such Rights Holder exercises its
Subscription Rights. The election of a Rights Holder to exercise Subscription
Rights in the Subscription Offering is irrevocable. In addition, there can be
no assurance that, following the Subscription Offering, a subscribing Rights
Holder will be able to sell shares purchased in the Subscription Offering at
a price equal to or greater than the Subscription Price. Moreover, until
stock certificates are delivered, subscribing Rights Holders may not be able
to sell the shares of Common Stock which they have purchased in the
Subscription Offering.
No interest will be paid to Rights Holders on funds delivered to the
Subscription Agent pursuant to the exercise of Subscription Rights.
14. SPECIAL CONSIDERATIONS AFFECTING THE FIRST SAVINGS BANK, F.S.B.
PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN (THE "ESOP"). Generally,
the shares of Common Stock held by the ESOP will be treated in the same
manner as other shares of Common Stock under the Subscription Offering. Each
participant who has shares of Common Stock allocated to his or her account in
the ESOP will be provided the opportunity, pursuant to procedures established
by the ESOP Trustee, to exercise the Basic Subscription Rights attributable
to the shares of Common Stock held in the participant's account.
The Company expects to submit a prohibited transaction exemption request
on November 6, 1996 to the Department of Labor (the "DOL") with respect to
the holding and exercise of Subscription Rights by the ESOP and by the ESOP
participants. That prohibited transaction exemption request, if approved by
the DOL, will be retroactively effective to the Expiration Date and will
permit the holding and exercise of Subscription Rights by the ESOP and by the
ESOP participants without involving a prohibited transaction. In the event
the prohibited transaction exemption request is not approved by the DOL, any
Subscription Rights exercised by the ESOP and the ESOP participants will be
invalidated, and any Common Stock issued to the ESOP pursuant to the exercise
of such Subscription Rights will be voided, and the aggregate Subscription
Price paid by the ESOP to exercise such Subscription Rights will be returned
to the Plan, without interest.
15. RIGHT TO TERMINATE AND AMEND THE SUBSCRIPTION OFFERING. The Company
expressly reserves the right, in its sole discretion, at any time prior to
delivery of the shares of Common Stock offered in the Subscription Offering,
to terminate the Subscription Offering by giving oral or written notice
thereof to the Subscription Agent and making a public announcement
23
<PAGE>
thereof. If the Subscription Offering is so terminated, all funds received
from Rights Holders will be promptly refunded, without interest. The Company
also reserves the right to amend the terms and conditions of the Subscription
Offering. See "The Subscription Offering -Amendments and Waivers; Early
Termination."
RECENT DEVELOPMENTS
The Bank is a member of the Savings Association Insurance Fund ("SAIF"),
which is administered by the FDIC. Deposits in the Bank are insured up to
applicable limits by the FDIC and such insurance is backed by the full faith
and credit of the U.S. Government. On September 30, 1996, the Economic
Growth and Regulatory Paperwork Reduction Act of 1996 (the "Act") was passed.
The Act contains a comprehensive approach to recapitalize the SAIF and
assure payment of the Financing Corporation Funding ("FICO") obligations. A
key provision of Subtitle G of the Act imposed a special assessment on SAIF
assessable deposits held in the Bank as of March 31, 1995. The "Special SAIF
Assessment Statement" received by the Bank was for $761,685, which represents
a charge of .006570 on an Assessment Deposit Base of $115,933,923 as of
March 31, 1995. This charge was accrued by the Bank as an Insurance Fund
Expense in the third quarter ending September 30, 1996. The charge is payable
November 27, 1996.
Other key provisions of SAIF/FICO reform are summarized as follows:
1. The FICO obligation is to be shared by SAIF and Bank Insurance Fund
("BIF") insured institutions beginning January 1 1997.
2. The BIF and SAIF are to be merged into a new Deposit Insurance Fund
("DIF") effective January 1, 1999, if saving associations do not exist.
3. Creation of SAIF Special Reserve.
4. Refund of amounts in DIF in excess of Designated Reserve Amount.
5. Assessment Rates for SAIF members may not be less than Assessment
Rates for BIF members.
6. Assessments authorized only if needed to maintain the reserve ratio
of the Deposit Insurance Fund.
7. The Secretary of Treasury is to report to Congress by March 31, 1997
on issues relevant to a common depository institution charter.
8. The Special Assessments may be deducted as a trade or business
expense in the year paid.
In addition, the law significantly expands the authority of the Bank to
make consumer and commercial loans. The primary changes are as follows:
1. To permit credit card loans to count as qualified thrift investments
without Qualified Thrift Lender ("QTL") limits;
24
<PAGE>
2. To permit education loans to be made without QTL limits;
3. To increase the current 10% of asset limit to 20% on commercial
loans;
4. To expand other consumer loans (excluding credit card and education
loans) QTL limits from 10% to 20%;
5. To expand interstate branching if QTL test is met and if a state
thrift from the federal thrift's home state could branch into that other
state.
THE SUBSCRIPTION OFFERING
The Company is offering (the "Subscription Offering") up to 732,198 shares
of its Common Stock, $.01 par value ("Common Stock"), to holders of record of
its Common Stock (the "Shareholders") at the close of business on _________
(the "Record Date"), pursuant to subscription rights (the "Subscription
Rights"). The subscription price is _____ per share (the "Subscription
Price"). Holders of Subscription Rights (collectively, the "Rights Holders")
will be able to exercise their Subscription Rights until 5:00 p.m., New York
time, on _________,1996 (such date, as it may be extended by the Company to a
date not later than __________, 1996, being the "Expiration Date"). See "The
Subscription Offering - Amendments and Waivers; Early Termination."
Subscription Rights not exercised by 5:00 p.m., New York time, on the
Expiration Date will be void. After the Expiration Date, Subscription Rights
will no longer be exercisable to purchase shares of Common Stock and will
have no value. The term "Shareholder" includes financial institutions that
are participants in a securities depository, such as The Depository Trust
Company, and that held shares of Common Stock on the Record Date in such
securities depository. The Subscription Rights are non-transferable, except
to the Standby Purchasers (as defined herein) (see "Standby Purchase
Agreements"). The Company intends to offer, by means of this Prospectus,
shares remaining, after the Subscription Offering and sales to Standby
Purchasers, to other investors at the Subscription Price. Such investors may
also include existing shareholders.
PURPOSE OF OFFERING
The primary purpose of the Subscription Offering is to enable the Company
to infuse additional capital into the Bank so that the Bank will be in
compliance with all regulatory capital requirements. See "Use Of Proceeds"
for a discussion of the Company's intended use of the proceeds from the
Subscription Offering.
SUBSCRIPTION RIGHTS
For each one share of Common Stock held of record as of the close of
business on the Record Date, a Shareholder will receive one Subscription
Right. No fractional Subscription Rights will be issued by the Company. The
number of Subscription Rights distributed by the Company to each Shareholder
will be rounded down to the nearest whole number. Each Rights Holder will
have the right to purchase one share of Common Stock for each Subscription
Right. Rights Holders are entitled to subscribe for all, or any portion of,
the shares of Common Stock underlying their Subscription Rights.
Subscription Rights are evidenced by subscription warrants ("Subscription
Warrants") which are being distributed to the Company's Shareholders
contemporaneously with the delivery of this Prospectus.
25
<PAGE>
STANDBY PURCHASE AGREEMENTS
The Company expects to negotiate the terms of Standby Purchase Agreements
with institutional investors as Standby Purchasers. It is anticipated that
the Standby Purchasers severally and irrevocably will agree, subject to
certain conditions, to acquire from the Company at the Subscription Price per
share, 100,000 shares, if such shares remain available after the exercise of
Rights pursuant to the Subscription Rights. It is expected that the purchase
of these shares by the Standby Purchasers will be effected through the
transfer of those Rights not exercised by Rights Holders prior to the
Expiration Date pursuant to the Subscription Rights (the "Unexercised
Rights") to the Standby Purchasers and the exercise by the Standby Purchasers
of those transferred Unexercised Rights.
COMMITMENT OF CERTAIN RIGHTS HOLDERS
Certain Rights Holders are expected to commit irrevocably to purchase, in
the aggregate, 100,000 shares in the Rights Offering, which represents 92% of
the shares that may be acquired by them upon the exercise of their
Subscription Rights. The aggregate purchase price represented by these
commitments is approximately $_________ million. Such purchasers may be
subject to certain regulatory limitations. See "The Subscription Offering -
Regulatory Limitation" and "Regulation and Supervision - Regulation of the
Company."
COMMITMENT OF DIRECTORS
Directors of the Bank are expected to commit irrevocably, to purchase, in
the aggregate, 70,000 shares in the Rights Offering, which represents 75% of
the shares that may be acquired by them upon the exercise of their
Subscription Rights. The aggregate purchase price represented by these
commitments is ____________.
ADDITIONAL INVESTORS
The Company intends to offer, by means of this Prospectus, shares
remaining, after the Subscription Offering and sales to Standby Purchasers,
to other investors at the Subscription Price. Such investors may also include
existing shareholders.
NO FRACTIONAL SUBSCRIPTION RIGHTS
No fractional Subscription Rights will be issued by the Company. The
number of Subscription Rights distributed by the Company to each Shareholder
will be rounded down to the nearest whole number.
METHOD OF EXERCISING SUBSCRIPTION RIGHTS
Subscription Rights may be exercised by properly completing, signing, and
delivering the Subscription Warrant accompanying this Prospectus, together
with payment in full of the aggregate Subscription Price for shares of Common
Stock subscribed for pursuant to Subscription Rights. Subscription Warrants
and payments must be received by the Subscription Agent before 5:00 p.m., New
York time, on the Expiration Date, at the address provided below
26
<PAGE>
under "Subscription Agent." Payment of the aggregate Subscription Price must
be made in United States dollars and must be made by bank certified check or
cashier's check, payable to the order of the Subscription Agent. ONCE A
HOLDER HAS EXERCISED A SUBSCRIPTION RIGHT, THE EXERCISE IS IRREVOCABLE
UNLESS, IN THE JUDGMENT OF THE COMPANY, THERE IS A MATERIAL AMENDMENT TO THE
SUBSCRIPTION OFFERING AND THE SUBSCRIPTION RIGHT IS EXERCISED BEFORE SUCH
AMENDMENT. See "Amendments and Waivers; Early Termination" below. See
"Foreign Restrictions and Undeliverable Subscription Warrants" below for a
discussion of restrictions on the method of exercising Subscription Rights
held by Shareholders whose record addresses are outside of the continental
United States or Canada, or are A.P.O. or F.P.O. addresses.
The method of delivery of Subscription Warrants and payments of any
Subscription Price to the Subscription Agent is at the risk of the Rights
Holder. The Company suggests that Express Mail or similar overnight carrier
be used to ensure timely delivery. If delivery is made by regular mail
service, the use of registered or certified mail, return receipt requested,
properly insured, is recommended. COMPLETED SUBSCRIPTION WARRANTS AND
PAYMENTS SHOULD BE MAILED OR DELIVERED TO THE SUBSCRIPTION AGENT AND NOT TO
THE COMPANY. QUESTIONS GENERALLY REGARDING THE SUBSCRIPTION OFFERING SHOULD
BE DIRECTED TO THE COMPANY.
LATE DELIVERY OF SUBSCRIPTION WARRANTS
If, prior to 5:00 p.m., New York time, on the Expiration Date, the
Subscription Agent has received full payment as specified above for the total
number of shares of Common Stock subscribed for, together with a letter or
telegram from a bank or trust company or a member of a national securities
exchange in the United States stating the name of the subscriber, the number
of Subscription Rights represented by the Subscription Warrant, and the
number of shares of Common Stock subscribed for, and guaranteeing that the
Subscription Warrant will be delivered to the Subscription Agent within five
business days after Subscription Agent's receipt of payment, such
subscription will be accepted by the Subscription Agent, subject to the
withholding of the stock certificates representing the shares of Common Stock
subscribed for pending receipt of the duly executed Subscription Warrant
within such five day period.
DELIVERY OF STOCK CERTIFICATES; REFUNDS
Certificates representing shares of Common Stock subscribed for and issued
will be mailed promptly after the Expiration Date (i.e., within three
business days following the Expiration Date or, where permitted, within three
business days following the late delivery of Subscription Warrants).
Certificates for shares of Common Stock issued pursuant to the exercise of
Subscription Rights will be registered in the name of the Rights Holder
exercising such Subscription Rights. The Subscription Agent will place all
proceeds of the Subscription Offering into an escrow account until such funds
are transferred to the Company or refunded to Rights Holders at the
completion or termination of the Subscription Offering. No interest will be
paid to Rights Holders on funds delivered to the Subscription Agent pursuant
to the exercise of the Subscription Rights. The shares of Common Stock
subscribed for pursuant to the Subscription Offering will be issued and sold
as of the Expiration Date.
27
<PAGE>
TERMINATION DATE
Unless earlier terminated by the Company, the Subscription Offering will
automatically terminate at 5:00 p.m., New York time, on the ____th day
following the Expiration Date. See "Amendments and Waivers; Early
Termination" below.
FOREIGN RESTRICTIONS AND UNDELIVERABLE SUBSCRIPTION WARRANTS
Because of the short exercise period for the Subscription Rights,
Subscription Warrants will not be mailed to Shareholders whose record
addresses are outside the continental United States or Canada, or are A.P.O.
or F.P.O. addresses. Subscription Warrants will be held by the Subscription
Agent for such Shareholders' respective accounts until instructions are
received to exercise the Subscription Rights. If no instructions have been
received by ___________, New York time, on the Expiration Date, the
Subscription Rights of those Shareholders, together with the Subscription
Rights of those Shareholders whose addresses are not known by the Company or
the Subscription Agent or to whom delivery of a Subscription Warrant could
not be made, will expire.
PARTIAL EXERCISE OF RIGHTS
Rights Holders who elect to exercise their Subscription Rights in part may
do so by delivering to the Subscription Agent at the address set forth under
"Subscription Agent" below, a Subscription Warrant that has been properly
endorsed for partial subscription.
AMENDMENTS AND WAIVERS; EARLY TERMINATION
The Company reserves the right to automatically extend the Expiration Date
to a date not later than __________________, and to otherwise amend the terms
and conditions of the Subscription Offering, whether the amended terms are
less or more favorable to the Rights Holders. If any such amendment to the
terms and conditions of the Subscription Offering constitutes, in the
judgment of the Company, a material adverse change to Rights Holders, the
Company will deliver to Shareholders a new prospectus incorporating such
amendment and the Company will set a new expiration date which will be a
minimum of ten business days from the date of the amended prospectus and not
later than __________________. Properly completed subscriptions received or
in transit prior to such amendment, unless revoked before the new expiration
date, will be honored.
All questions as to the validity, form, eligibility (including time of
receipt and record ownership), and acceptance of any exercise of Subscription
Rights shall be determined by the Company, in its sole discretion, and its
determination shall be final and binding. The Company reserves the right to
reject any exercise if such exercise is not in accordance with the terms of
the Subscription Offering or not in proper form or if the acceptance thereof
or the issuance of shares of Common Stock pursuant thereto could be deemed
unlawful. The Company also reserves the right to waive any deficiency or
irregularity with respect to the exercise of any Subscription Warrant.
The Company reserves the right, in its sole discretion, at any time prior
to delivery of the shares of Common Stock offered hereby, to terminate the
Subscription Offering by giving oral or written notice thereof to the
Subscription Agent and making a public announcement thereof. If the
28
<PAGE>
Subscription Offering is so terminated, all funds received from Rights
Holders will be promptly refunded, without interest.
DETERMINATION OF SUBSCRIPTION PRICE AND FAIRNESS OPINION
The Subscription Price will be determined by the Company in consultation
with its financial advisor, ________________ ("Financial Advisor"). In
determining the Subscription Price, the Company will consider, among other
things, such factors as the prevailing market price and book value of the
Company's Common Stock, the business prospects of the Company and the Bank,
and the general condition of the securities markets.
The Company expects to receive from the Financial Advisor an opinion to
the effect that based on, among other things, the trading history of the
Common Stock and the Bank's common stock, the publicly available financial
information regarding the Company and the Bank, discussions with management
regarding the terms of the Subscription Offering, and a review of the terms
and conditions of rights offerings of other publicly traded companies, the
consideration to be received pursuant to the Subscription Offering and the
terms and conditions that exist as of the date of the opinion, taken as a
whole, will be fair from a financial point of view to the shareholders of the
Company. The full text of the Financial Advisor's opinion will be set forth
as an Appendix to this Prospectus and should be read in its entirety with
respect to the assumptions made and other matters considered and limitations
on the review undertaken. The Company has agreed to pay the Financial Advisor
$17,500 as financial advisory fees for its services. In addition, the
Financial Advisor will be indemnified against certain liabilities, including
liabilities under the securities laws.
MARKET CONDITIONS
It is possible that a Rights Holder may subscribe for shares of Common
Stock at a time when the Subscription Price is less than the prevailing
market price. The market price of the Common Stock, however, may decline
during the subscription period after such Rights Holder exercises its
Subscription Rights. The election of a Rights Holder to exercise Subscription
Rights in the Subscription Offering is irrevocable unless, in the judgment of
the Company, there is a material amendment to the Subscription Offering and
the Subscription Rights were exercised before such amendment. See "Amendments
and Waivers; Early Termination" above. In addition, there can be no assurance
that following the Subscription Offering a subscribing Rights Holder will be
able to sell shares purchased in the Subscription Offering at a price equal
to or greater than the Subscription Price. Moreover, until certificates are
delivered, subscribing Rights Holders may not be able to sell the shares of
Common Stock which they have purchased in the Subscription Offering.
Certificates representing shares of Common Stock issued in the Subscription
Offering will be mailed to subscribing Rights Holders at the addresses
appearing on their Subscription Warrant promptly following the Expiration
Date (i.e., within three business days following the Expiration Date or,
where permitted, within three business days following the late delivery of
Subscription Warrants). See "Late Delivery of Subscription Warrants" above.
REGULATORY LIMITATION
The Company will not be required to issue Subscription Rights or shares of
Common Stock pursuant to the Subscription Offering to any Rights Holder to
whom such issuance is prohibited by law or regulation or to anyone who would
be required to obtain prior clearance or
29
<PAGE>
approval from any state or federal bank regulatory authority to own or
control such shares if, on the Expiration Date, such clearance or approval
has not been obtained. See "Regulation And Supervision -Regulation of the
Company".
NO BOARD OR FINANCIAL ADVISOR RECOMMENDATION
An investment in the Common Stock must be made pursuant to each investor's
evaluation of its, his, or her best interests. ACCORDINGLY, NEITHER THE BOARD
OF DIRECTORS OF THE COMPANY NOR ITS FINANCIAL ADVISOR MAKES ANY
RECOMMENDATION TO THE RIGHTS HOLDERS REGARDING WHETHER THEY SHOULD EXERCISE
THEIR SUBSCRIPTION RIGHTS.
NO FIRM COMMITMENT TO PURCHASE UNSUBSCRIBED SHARES
The Company does not have a firm commitment from any person to purchase
any shares of Common Stock which remain unsubscribed after the Expiration
Date. See, however, "Standby Purchase Agreements".
SUBSCRIPTION AGENT
The Bank will act as the Company's agent to accept exercises of
Subscription Rights. All communications to the Subscription Agent, including
the delivery of Subscription Warrants and payment of the aggregate
Subscription Price, should be addressed as follows:
First Savings Bank, F.S.B.
801 Pile Street
Clovis, New Mexico 88101
THE COMPANY
The Company was incorporated as a business corporation under the laws of
the State of Delaware on August 27, 1996, for the purpose of serving as a
unitary thrift holding company for the Bank under HOLA. The Company owns
100% of the outstanding capital stock of the Bank. The Company's principal
executive offices, are located at 801 Pile Street, Clovis, New Mexico 88101.
The Company's telephone number is (505) 762-4417.
Although the Company has no present plans to engage in any activity other
than the ownership and operation of the Bank, one of the benefits of
organizing the Company as a unitary thrift holding company was to make
possible, if favorable business opportunities arise in the future, the growth
and increased potential of the stockholders' investment through transactions
such as the acquisition of other financial institutions or the expansion of
services offered to customers of the Bank into one or more of the areas of
activities permitted for a unitary thrift holding company. In addition, the
Company will have more flexibility in meeting any future financing needs
through borrowings or debt or equity financings. Some or all of the
foregoing will be subject to compliance with certain regulatory and other
restrictions. Since for the near term the principal business of the Company
will be the current ongoing business of the Bank, the competitive conditions
to be encountered by the Company will be the same or similar to those faced
by the Bank.
30
<PAGE>
Because the Company is a newly-formed corporation with no operating
history, historical information with respect to legal proceedings, financial
data or accountants, management's discussion of operations, dividends and
other matters is not available. The Company Stock has been listed on the
NASDAQ Small Cap Market in a manner similar to that of the Bank common stock
prior to October 21, 1996, the date of the merger which resulted in the
Company becoming a unitary thrift holding company. The Company does not have
any record of paying dividends. See "Dividends."
At the present time, the Company does not intend to employ any persons
other than its management. The Company may utilize the administrative staff
of the Bank from time to time without compensation therefor. If the Company
acquires other financial institutions or pursues other lines of business, it
may at such time hire additional employees or management officials.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock in the Subscription
Offering will be used, first, to infuse capital into the Bank to meet OTS
requirements, and, second, to the extent available, for general corporate
purposes, which may include financing of possible future acquisitions of
other banking institutions or related businesses and technology enhancements.
The Supervisory Agreement with the OTS provides for the Bank to increase its
core capital position to 6% by December 31, 1996 and to a level of 7% no
later than June 30, 1997. At the present time, the Company does not have any
specific plans, agreements, or understandings, written or oral, pertaining to
the proposed acquisition of any banking institution or related business.
With the completion of the Subscription Offering, assuming the minimum
required subscriptions, and the capital contribution by the Company to the
Bank, the Bank will have achieved the capital level required by the OTS as of
December 31, 1996. Additional capital may be required to meet the June 30,
1997 required capital level. The PCAD will remain in effect until
terminated, modified or suspended by the OTS. Upon completion of the
Subscription Offering, the Bank intends to apply to the OTS to be released
from the PCAD and the Supervisory Agreement, assuming the required capital is
raised. However, there can be no assurance that the minimum required capital
will be raised or that the OTS will release the Bank from the PCAD or the
Supervisory Agreement.
31
<PAGE>
CAPITALIZATION
Capitalization (Assuming a $5.75 Subscription Price)
The following tables set forth the consolidated capitalization of the Bank as
of September 30, 1996, as adjusted to 1) reflect the pro forma consolidation
with the Company as of that date, and 2) give effect to the issuance of the
Common Stock in the Subscription Offering (assuming, respectively, all
Subscription Rights are exercised and half of the Subscription Rights are
exercised). The tables should be read in conjunction with the detailed
information and consolidated financial statements of the Bank included in the
prospectus. The capitalization, as adjusted, is presented for informational
purposes only and is not necessarily indicative of the capitalization, that
would have occurred if the Subscription Offering had been consummated on
September 30, 1996, nor is it indicative of the future capitalization of the
Company.
<TABLE>
As of September 30, 1996
------------------------------
FULLY SUBSCRIBED Actual As Adjusted (1)
------------ --------------
<S> <C> <C>
Liabilities:
Deposits (2) $102,391,176 $102,391,176
Accrued interest and other liabilities 1,043,687 1,043,687
Advance payments by borrowers for taxes and insurance 486,205 486,205
------------ ------------
Total liabilities 103,921,068 103,921,068
------------ ------------
Stockholders' Equity:
Preferred stock (3) $ - $ -
Common stock $1 par value
authorized 6,000,000 shares
issued 732,198 shares $ 732,198 14,644
(as adjusted: $.01 par value, 1,464,396 issued)
Capital in excess of par value 6,294,701 11,097,394
Accumulated deficit (1,708,736) (1,708,736)
Unrealized loss on securities available-for-sale, net (326,887) (326,887)
------------ ------------
Total stockholders' equity 4,991,276 9,076,415
------------ ------------
Total capitalization $108,912,344 $112,997,483
------------ ------------
------------ ------------
</TABLE>
(1) Adjusted to reflect the consolidation of the Bank with the Company as of
September 30, 1996 and the issuance of 732,198 shares of Common Stock by
the Company assuming: (a) exercise of all Subscription Rights; (b) an
issue price of $5.75 per share in the Subscription Offering; and (c)
aggregate estimated selling costs attributed to the Subsciption Offering
of $125,000.
(2) Withdrawal from deposits for the purchase of common stock have not been
reflected in these adjustments. Any withdrawals reduce pro forma
capitalization by the amount of such withdrawals.
(3) The Bank has no outstanding Preferred Stock. As adjusted, the Company has
4,000,000 shares of Preferred Stock, $.01 par value, authorized with no
shares having been issued.
<TABLE>
As of September 30, 1996
------------------------------
HALF SUBSCRIBED Actual As Adjusted (1)
------------ --------------
<S> <C> <C>
Liabilities:
Deposits (2) $102,391,176 $102,391,176
Accrued interest and other liabilities 1,043,687 1,043,687
Advance payments by borrowers for taxes and insurance 486,205 486,205
------------ ------------
Total liabilities 103,921,068 103,921,068
------------ ------------
Stockholders' Equity:
Preferred stock (3) $ - $ -
Common stock $1 par value
authorized 6,000,000 shares
issued 732,198 shares $ 732,198 10,983
(as adjusted: $.01 par value, 1,098,297 issued)
Capital in excess of par value 6,294,701 8,995,985
Accumulated deficit (1,708,736) (1,708,736)
Unrealized loss on securities available-for-sale, net (326,887) (326,887)
------------ ------------
Total stockholders' equity 4,991,276 6,971,345
------------ ------------
Total capitalization $108,912,344 $110,892,413
------------ ------------
------------ ------------
</TABLE>
(1) Adjusted to reflect the consolidation of the Bank with the Company as of
September 30, 1996 and the issuance of 366,099 shares of Common Stock
by the Company assuming: (a) exercise of 1/2 of Subscription Rights;
(b) an issue price of $5.75 per share in the Subscription Offering; and
(c) aggregate estimated selling costs attributed to the Subsciption
Offering of $125,000.
(2) Withdrawal from deposits for the purchase of common stock have not been
reflected in these adjustments. Any withdrawals reduce pro forma
capitalization by the amount of such withdrawals.
(3) The Bank has no outstanding Preferred Stock. As adjusted, the Company has
4,000,000 shares of Preferred Stock, $.01 par value, authorized
with no shares having been issued.
32
<PAGE>
Capitalization (Assuming a $5.50 Subscription Price)
The following tables set forth the consolidated capitalization of the Bank as
of September 30, 1996, as adjusted to 1) reflect the pro forma consolidation
with the Company as of that date, and 2) give effect to the issuance of the
Common Stock in the Subscription Offering (assuming, respectively, all
Subscription Rights are exercised and half of the Subscription Rights are
exercised). The tables should be read in conjunction with the detailed
information and consolidated financial statements of the Bank included in the
prospectus. The capitalization, as adjusted, is presented for informational
purposes only and is not necessarily indicative of the capitalization, that
would have occurred if the Subscription Offering had been consummated on
September 30, 1996, nor is it indicative of the future capitalization of the
Company.
<TABLE>
As of September 30, 1996
------------------------------
FULLY SUBSCRIBED Actual As Adjusted (1)
------------ --------------
<S> <C> <C>
Liabilities:
Deposits (2) $102,391,176 $102,391,176
Accrued interest and other liabilities 1,043,687 1,043,687
Advance payments by borrowers for taxes and insurance 486,205 486,205
------------ ------------
Total liabilities 103,921,068 103,921,068
------------ ------------
Stockholders' Equity:
Preferred stock (3) $ - $ -
Common stock $1 par value
authorized 6,000,000 shares
issued 732,198 shares $ 732,198 14,644
(as adjusted: $.01 par value, 1,464,396 issued)
Capital in excess of par value 6,294,701 10,914,344
Accumulated deficit (1,708,736) (1,708,736)
Unrealized loss on securities available-for-sale, net (326,887) (326,887)
------------ ------------
Total stockholders' equity 4,991,276 8,893,365
------------ ------------
Total capitalization $108,912,344 $112,814,433
------------ ------------
------------ ------------
</TABLE>
(1) Adjusted to reflect the consolidation of the Bank with the Company as of
September 30, 1996 and the issuance of 732,198 shares of Common Stock
by the Company assuming: (a) exercise of all Subscription Rights;
(b) an issue price of $5.50 per share in the Subscription Offering; and
(c) aggregate estimated selling costs attributed to the Subsciption Offering
of $125,000.
(2) Withdrawal from deposits for the purchase of common stock have not been
reflected in these adjustments. Any withdrawals reduce pro forma
capitalization by the amount of such withdrawals.
(3) The Bank has no outstanding Preferred Stock. As adjusted, the Company has
4,000,000 shares of Preferred Stock, $.01 par value, authorized with no
shares having been issued.
<TABLE>
As of September 30, 1996
------------------------------
HALF SUBSCRIBED Actual As Adjusted (1)
------------ --------------
<S> <C> <C>
Liabilities:
Deposits (2) $102,391,176 $102,391,176
Accrued interest and other liabilities 1,043,687 1,043,687
Advance payments by borrowers for taxes and insurance 486,205 486,205
------------ ------------
Total liabilities 103,921,068 103,921,068
------------ ------------
Stockholders' Equity:
Preferred stock (3) $ - $ -
Common stock $1 par value
authorized 6,000,000 shares
issued 732,198 shares $ 732,198 10,983
(as adjusted: $.01 par value, 1,098,297 issued)
Capital in excess of par value 6,294,701 8,904,461
Accumulated deficit (1,708,736) (1,708,736)
Unrealized loss on securities available-for-sale, net (326,887) (326,887)
------------ ------------
Total stockholders' equity 4,991,276 6,879,821
------------ ------------
Total capitalization $108,912,344 $110,800,889
------------ ------------
------------ ------------
</TABLE>
(1) Adjusted to reflect the consolidation of the Bank with the Company as of
September 30, 1996 and the issuance of 366,099 shares of Common Stock by
the Company assuming: (a) exercise of 1/2 of Subscription Rights;
(b) an issue price of $5.50 per share in the Subscription Offering; and
(c) aggregate estimated selling costs attributed to the Subsciption Offering
of $125,000.
(2) Withdrawal from deposits for the purchase of common stock have not been
reflected in these adjustments. Any withdrawals reduce pro forma
capitalization by the amount of such withdrawals.
(3) The Bank has no outstanding Preferred Stock. As adjusted, the Company has
4,000,000 shares of Preferred Stock, $.01 par value, authorized with no
shares having been issued.
33
<PAGE>
Capitalization (Assuming a $5.25 Subscription Price)
The following tables set forth the consolidated capitalization of the Bank as
of September 30, 1996, as adjusted to 1) reflect the pro forma consolidation
with the Company as of that date, and 2) give effect to the issuance of the
Common Stock in the Subscription Offering (assuming, respectively, all
Subscription Rights are exercised and half of the Subscription Rights are
exercised). The tables should be read in conjunction with the detailed
information and consolidated financial statements of the Bank included in the
prospectus. The capitalization, as adjusted, is presented for informational
purposes only and is not necessarily indicative of the capitalization, that
would have occurred if the Subscription Offering had been consummated on
September 30, 1996, nor is it indicative of the future capitalization of the
Company.
<TABLE>
As of September 30, 1996
------------------------------
FULLY SUBSCRIBED Actual As Adjusted (1)
------------ --------------
<S> <C> <C>
Liabilities:
Deposits (2) $102,391,176 $102,391,176
Accrued interest and other liabilities 1,043,687 1,043,687
Advance payments by borrowers for taxes and insurance 486,205 486,205
------------ ------------
Total liabilities 103,921,068 103,921,068
------------ ------------
Stockholders' Equity:
Preferred stock (3) $ - $ -
Common stock $1 par value
authorized 6,000,000 shares
issued 732,198 shares $ 732,198 14,644
(as adjusted: $.01 par value, 1,464,396 issued)
Capital in excess of par value 6,294,701 10,731,295
Accumulated deficit (1,708,736) (1,708,736)
Unrealized loss on securities available-for-sale, net (326,887) (326,887)
------------ ------------
Total stockholders' equity 4,991,276 8,710,316
------------ ------------
Total capitalization $108,912,344 $112,631,384
------------ ------------
------------ ------------
</TABLE>
(1) Adjusted to reflect the consolidation of the Bank with the Company as of
September 30, 1996 and the issuance of 732,198 shares of Common Stock
by the Company assuming: (a) exercise of all Subscription Rights;
(b) an issue price of $5.25 per share in the Subscription Offering;
and (c) aggregate estimated selling costs attributed to the Subsciption
Offering of $125,000.
(2) Withdrawal from deposits for the purchase of common stock have not been
reflected in these adjustments. Any withdrawals reduce pro forma
capitalization by the amount of such withdrawals.
(3) The Bank has no outstanding Preferred Stock. As adjusted, the Company has
4,000,000 shares of Preferred Stock, $.01 par value, authorized with no
shares having been issued.
<TABLE>
As of September 30, 1996
------------------------------
HALF SUBSCRIBED Actual As Adjusted (1)
------------ --------------
<S> <C> <C>
Liabilities:
Deposits (2) $102,391,176 $102,391,176
Accrued interest and other liabilities 1,043,687 1,043,687
Advance payments by borrowers for taxes and insurance 486,205 486,205
------------ ------------
Total liabilities 103,921,068 103,921,068
------------ ------------
Stockholders' Equity:
Preferred stock (3) $ - $ -
Common stock $1 par value
authorized 6,000,000 shares
issued 732,198 shares $ 732,198 10,983
(as adjusted: $.01 par value, 1,098,297 issued)
Capital in excess of par value 6,294,701 8,812,936
Accumulated deficit (1,708,736) (1,708,736)
Unrealized loss on securities available-for-sale, net (326,887) (326,887)
------------ ------------
Total stockholders' equity 4,991,276 6,788,296
------------ ------------
Total capitalization $108,912,344 $110,709,364
------------ ------------
------------ ------------
</TABLE>
(1) Adjusted to reflect the consolidation of the Bank with the Company as of
September 30, 1996 and the issuance of 366,099 shares of Common Stock
by the Company assuming: (a) exercise of 1/2 of Subscription Rights;
(b) an issue price of $5.25 per share in the Subscription Offering; and
(c) aggregate estimated selling costs attributed to the Subsciption Offering
of $125,000.
(2) Withdrawal from deposits for the purchase of common stock have not been
reflected in these adjustments. Any withdrawals reduce pro forma
capitalization by the amount of such withdrawals.
(3) The Bank has no outstanding Preferred Stock. As adjusted, the Company has
4,000,000 shares of Preferred Stock, $.01 par value, authorized with no
shares having been issued.
34
<PAGE>
MARKET PRICE AND DIVIDENDS ON THE COMMON STOCK
The Common Stock of the Bank was traded in the over-the-counter market on
the NASDAQ Small Cap Market under the symbol "FSBC," and the Common Stock of
the Company is traded in the over-the-counter market on the NASDAQ Small Cap
Market under the symbol "AABC". The following table sets forth the high and
low sales prices of the Common Stock and the common stock of the Bank prior
to the formation of the Company as a unitary thrift holding company as quoted
on the NASDAQ Small Cap Market, and the cash dividends declared per share of
the Common Stock for the periods indicated.
Price Range
-----------------------------
Dividends
High Low Per Share
---- --- ---------
1993
First Quarter $2.39 $2.25 --
Second Quarter $2.50 $2.25 --
Third Quarter $2.75 $2.75 --
Fourth Quarter $3.50 $3.25 --
1994
First Quarter $5.00 $3.50 --
Second Quarter $5.50 $4.25 --
Third Quarter $7.50 $4.75 --
Fourth Quarter $7.50 $4.50 --
1995
First Quarter $4.44 $4.00 --
Second Quarter $5.75 $4.25 --
Third Quarter $5.75 $5.25 --
Fourth Quarter $7.00 $5.75 --
1996
First Quarter $7.25 $6.00 --
Second Quarter $7.00 $5.50 --
Third Quarter $6.00 $5.25 --
Fourth Quarter
(Through __________, 1996) $ $ --
On _______________, the last trading day before the Company's public
announcement that it was considering making a Subscription Offering, the
reported closing bid price of the Company's Common Stock as quoted on the
NASDAQ Small Cap Market was $__________. On ____________, the last trading
day before the filing of the Registration Statement with the Commission, the
last sale price of the Common Stock as quoted on the NASDAQ Small-Cap Market
was $___________.
35
<PAGE>
No dividends have been paid to the Company by the Bank since the
formation of the Company. The Bank last paid a stock dividend in 1989 and a
cash dividend in 1988. No assurances can be given with respect to the amount
and timing of future dividends. For a discussion of restrictions on the
Company's ability to pay dividends due to certain regulatory restrictions,
see "Risk Factors - Dividend Limitations." Due to the Bank's financial
condition and regulatory restrictions, management does not anticipate the
payment of dividends to holders of Common Stock in the foreseeable future.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion sets forth the material United States federal
income tax considerations associated with the receipt, ownership, and
exercise of Subscription Rights.
For United States federal income tax purposes, receipt of the
Subscription Rights pursuant to the Subscription Offering should be treated
as a nontaxable dividend distribution. A Shareholder will have a zero basis
in the Subscription Rights received in the Subscription Offering, unless: (i)
either the Shareholder elects under Section 307 of the Internal Revenue Code
of 1986, as amended, to allocate a portion of his basis in his existing
shares of Common Stock to the Subscription Rights (based on their relative
fair market values on the date of distribution) or (ii) the fair market value
of the Subscription Rights at the time of the distribution equals or exceeds
15% of the fair market value of the Common Stock at that time, in which case
the allocation of basis (based upon relative fair market values) is required.
Upon exercise of a Subscription Right, a Shareholder will not recognize
gain or loss, The basis of each share of Common Stock acquired upon exercise
of a Subscription Right will equal the sum of the Subscription Price and the
basis, if any, in the Subscription Rights exercised. The holding period for
such Common Stock will begin on the date the Subscription Rights are
exercised.
No loss will be recognized by a Shareholder who receives Subscription
Rights in the Subscription Offering and allows those Subscription Rights to
lapse.
THE ACTUAL TAX CONSEQUENCES TO SHAREHOLDERS MAY VARY DEPENDING UPON
THEIR OWN PARTICULAR CIRCUMSTANCES. ACCORDINGLY, SHAREHOLDERS ARE ADVISED TO
CONSULT THEIR OWN TAX ADVISERS WITH RESPECT TO THE FEDERAL, STATE, AND LOCAL
TAX CONSEQUENCES OF THE DISTRIBUTION AND EXERCISE OF THE SUBSCRIPTION RIGHTS.
36
<PAGE>
REGULATION AND SUPERVISION
GENERAL
The Bank is subject to extensive regulation, examination and supervision
by the OTS, as its chartering agency, and the FDIC, as its deposit insurer.
The Bank's deposit accounts are insured up to applicable limits by the
Savings Association Insurance Fund administered by the FDIC, and it is a
member of the Federal Home Loan Bank of Dallas. The Bank must file reports
with the OTS and the FDIC concerning its activities and financial condition,
and it must obtain regulatory approvals prior to entering into certain
transactions, such as mergers with, or acquisitions of, other depository
institutions. The OTS and the FDIC conduct periodic examinations to assess
the Bank's compliance with various regulatory requirements. Such regulation
and supervision establish a comprehensive framework of activities in which an
institution may engage and are intended primarily for the protection of the
insurance fund and depositors. The Company, as a unitary thrift holding
company, is required to file certain reports with, and otherwise comply with,
the rules and regulations of the OTS and of the Commission under the federal
securities laws.
The OTS and the FDIC have significant 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 and policies, whether by the OTS, the FDIC or
action of the United States Congress, could have a material adverse impact on
the Company, the Bank and the operations of both.
In 1992, the Bank was deemed to be undercapitalized by the OTS and
agreed to the issuance in July 1993 of a Prompt Corrective Action Directive,
which directive was amended in August 1994. The directive required the Bank
to submit a capital restoration plan to the OTS, prescribed restrictions on
dividends, management fees, asset growth, branching and other matters and
established increased capital levels for the Bank. The Bank is currently in
compliance with the provisions of the directive. As previously noted, the
Bank entered into a Supervisory Agreement with the OTS effective as of June
17, 1996. The Supervisory Agreement provides for the Bank to increase its
core capital position to 6% by December 31, 1996 and to a level of 7% no
later than June 30, 1997. To comply with certain other terms of the
Supervisory Agreement, the Board of Directors of the Bank appointed three (3)
outside directors to the Bank's Asset/Liability and Investment Committee,
revised its business and capital plan and reports quarterly on variances of
actual results to budgeted projections. See "Recent Developments" for a
discussion of the recent legislation which has adversely affected the Bank's
capital position.
REGULATION OF THE COMPANY
The following discussion is intended to be a brief description of
certain statutes and regulations applicable to a savings and loan holding
company. It does not purport to be a comprehensive description of all such
statutes and regulations and is qualified in its entirety by reference to
applicable laws and regulations.
37
<PAGE>
The Company, as a unitary thrift holding company, is a savings and loan
holding company within the meaning of HOLA. As such, the Company is required
to register with the OTS and is subject to OTS regulations, examinations,
supervision and reporting requirements. In addition, the OTS has enforcement
authority over the Company and its non-savings association subsidiaries, if
any. Among other things, this authority permits the OTS to restrict or
prohibit activities that are determined to be a serious risk to the financial
safety, soundness or stability of a subsidiary savings association.
Except under limited circumstances, savings and loan holding companies
are prohibited from acquiring, without prior approval of the OTS, control of
any other savings institution or savings and loan holding company or
substantially all the assets thereof or more than five percent of the voting
shares of a savings institution or holding company thereof which is not a
subsidiary. In evaluating an application by a holding company to acquire a
savings association, the OTS must consider the financial and managerial
resources and future prospects of the company and savings association
involved, the effect of the acquisition on the risk to the insurance funds,
the convenience and needs of the community and competitive factors.
Acquisitions which result in a savings and loan holding company controlling
savings associations in more than one state are generally prohibited except
in supervisory transactions involving failing savings associations or based
on specific state authorization to permit such acquisitions.
Federal law also requires OTS approval prior to any change of control of
the Company or the Bank. Under OTS regulations, "control" is presumed to
exist if an individual or company acquires more than twenty-five percent of
any class of voting stock of a savings association or holding company.
Control is also presumed to exist, subject to being rebutted, if a person
acquires more than ten percent of any class of voting stock (or more than
twenty-five percent of any class of non-voting stock) and is subject to any
of several control factors, including, among other matters, the relative
ownership position of a person, the existence of control agreements and other
factors.
As a unitary thrift holding company, the Company generally will not be
restricted under existing laws to the types of business activities in which
it may engage, provided that the Bank continues to satisfy the QTL test.
Upon any non-supervisory acquisition by the Company of another thrift or
savings bank that meets the QTL test and is deemed to be a savings
association by the OTS and that will be held as a separate subsidiary, the
Company would become a multiple savings and loan holding company and would be
subject to limitations on the types of business activities in which it could
engage. HOLA generally limits the activities of a multiple savings and loan
holding company and its non-insured association subsidiaries primarily to
activities permissible for bank holding companies under the Bank Holding
Company Act, subject to the prior approval of the OTS, and to other
activities authorized by OTS regulation. See "Recent Developments" for a
discussion of recent legislation affecting the Company and the Bank.
A savings association or a savings and loan holding company is required
to give 30 days prior written notice to the OTS of any proposed appointment
of a director or senior executive officer if the institution has been
chartered less than two years, has undergone a change in control
38
<PAGE>
within the preceding two years, or is not in compliance with the minimum
capital requirements or otherwise is in a trouble condition. The OTS then
has the opportunity to disapprove any such appointment.
Transactions between the Bank and the Company and its other subsidiaries
are subject to various conditions and limitations. The Bank will be required
to give 30 days written notice to the OTS prior to any declaration of the
payment of any dividends or other capital distributions to the Company.
DESCRIPTION OF COMPANY CAPITAL STOCK
GENERAL
The Certificate of Incorporation authorizes the issuance of capital
stock consisting of 6,000,000 shares of Common Stock and 4,000,000 shares of
Company Preferred Stock, par value $0.01 per share. There are currently
732,198 shares of Common Stock outstanding as a result of the exchange of
shares of Company Common Stock for shares of Bank common stock in connection
with the formation of the Company as a unitary thrift holding company on
October 21, 1996.
In the future, the authorized but unissued and unreserved shares of
Common Stock and the authorized and unissued shares of Company Preferred
Stock will be available for issuance for general corporate purposes,
including, but not limited to, possible issuance as stock dividends or stock
splits, future mergers or acquisitions, or future private placements or
public offerings. The Company's Board of Directors may (i) cause the
issuance of one or more series of the authorized shares of Company Preferred
Stock, (ii) fix the number of shares constituting any such new series and
(iii) fix the dividend rate, terms, conditions, conversion and exchange
rights, redemption rights (including sinking fund provisions), liquidation
preferences and voting rights, if any, of any such new series. Such rights
and preferences may be superior to those of Common Stock. Except as
otherwise may be required to approve a merger or other transaction in which
the additional authorized shares of Common Stock or authorized shares of
Company Preferred Stock would be issued, no stockholder approval will be
required for the issuance of those shares.
COMMON STOCK
GENERAL. Each share of Common Stock has the same relative rights as,
and is identical in all respects to, each other share of Common Stock. Until
such time as voting Company Preferred Stock is issued, if ever, the holders
of shares of Common Stock will possess all rights, including exclusive voting
rights, pertaining to the capital stock of the Company.
DIVIDEND RIGHTS. The holders of Common Stock will be entitled to
dividends when, as and if declared by Company's Board of Directors out of
funds legally available therefor. The payment of dividends by the Company
will depend on the Company's net income, financial condition, regulatory
requirements and other factors, including the results of the Bank's
39
<PAGE>
operations. See "Dividends" for restrictions on the payment of dividends on
Common Stock. The Company has no present intention to pay dividends, but
may consider doing so in the future.
VOTING RIGHTS. Each share of Common Stock entities the holder thereof to
one vote on all matters upon which stockholders have the right to vote. In
addition, the Board of Directors of the Company is classified so that
approximately one-third of the directors will be elected each year.
Stockholders of the Company will be entitled to cumulate their votes for the
election of directors. Cumulative voting may allow a minority of the
stockholders to elect directors that would not otherwise be possible.
LIQUIDATION RIGHTS. In the event of any liquidation, dissolution or
winding up of the Company, the holders of shares of Common Stock will be
entitled to receive, after payment of all debts and liabilities of the
Company and subject to the prior rights, if any, of holders of shares of
Company Preferred Stock, all remaining assets of the Company available for
distribution in cash or in kind. In the event of any liquidation,
dissolution or winding up of the Bank, the Company, as the holder of all
shares of Bank common stock, would be entitled to receive payment of all
assets of the Bank available for distribution in cash or in kind remaining
after the payment of all debts and liabilities of the Bank (including all
deposits and accrued interest thereon).
PREEMPTIVE RIGHTS; REDEMPTION. Holders of shares of Common Stock will
not be entitled to preemptive rights with respect to any shares that may be
issued. Company Stock is not subject to call or redemption.
COMPANY PREFERRED STOCK
The Board of Directors of the Company has no present plan or intention
to issue any Company Preferred Stock. The Board of Directors may, without
action of the stockholders of Company, issue shares of Company Preferred
Stock from time to time in one or more series with chosen designations,
preferences, limitations and other rights.
The Board of Directors is authorized to determine, among other things,
with respect to each series which may be issued: (i) the dividend rate,
conditions of payment of dividends, dividend preferences, if any, and whether
dividends would be cumulative and, if so, the date from which dividends on
such series would accumulate; (ii) whether, and upon what terms, such series
would be redeemable and, if so, the redemption price and terms and conditions
of redemption; (iii) the preference, if any, to which such series would be
entitled in the event of voluntary or involuntary liquidation, dissolution or
winding up of Company; (iv) whether or not a sinking fund would be provided
for the redemption of such series and, if so, the terms and conditions
thereof; (v) whether, and upon what terms, such series would be convertible
into or exchangeable for shares of any other class of capital stock or other
series of Company Preferred Stock; and (vi) whether, and to what extent, the
holders of such series would enjoy voting rights, if any, in addition to
those prescribed by law. With regard to dividends, redemption and liquidation
preference, any particular series of Company Preferred Stock may rank junior
to, on a parity with or senior to any other series of Company Preferred Stock.
40
<PAGE>
It is not possible to state the actual effect of the authorization of
Company Preferred Stock upon the rights of holders of Common Stock until the
Board of Directors determines the specific rights of the holders of a series
of Company Preferred Stock. However, such effects might include (a)
restrictions on dividends on Common Stock if dividends on Company Preferred
Stock have not been paid; (b) dilution of the voting power of Common Stock to
the extent that Company Preferred Stock has voting rights; (c) dilution of
the equity interest of Common Stock to the extent that Company Preferred
Stock is convertible into Common Stock; or (d) Common Stock not being
entitled to share in the Company's assets upon liquidation until satisfaction
of any liquidation preference granted the holders of Company Preferred Stock.
Issuance of Company Preferred Stock, while providing desirable flexibility
in connection with possible acquisitions and other corporate purposes, could
make it more difficult for a third party to acquire a majority of the
outstanding voting stock of the Company. Accordingly, the issuance of
Company Preferred Stock may be used as an "anti-takeover" device without
further action on the part of the stockholders of Company.
DIVIDENDS
Holders of Common Stock are entitled to receive dividends paid out of
legally available funds as and when declared by the Company's Board of
Directors based upon the earnings and financial condition of the Company,
liquidity and capital requirements, the general economic and regulatory
climate, the Company's ability to service any equity or debt obligations
senior to the Company Stock and other factors deemed relevant by the
Company's Board of Directors. The Company is also subject to the
requirements of Delaware law regarding the payment of dividends.
For a foreseeable period of time, the principal source of cash revenues
to the Company will be dividends paid by the Bank with respect to the Bank
common stock. There are certain statutory and regulatory limitations on the
payment of such dividends (and other capital distributions) including OTS
regulatory capital requirements. In some cases, the OTS may prohibit a
dividend payment that meets these requirements on the basis that such a
distribution would be an unsafe or unsound practice. Furthermore, the Bank
may not pay a dividend if it will cause the institution to become
"undercapitalized."
The Bank is subject to an OTS Supervisory Agreement effective as of June
17, 1996 which requires, among other things, that the Bank increase its
capital. This agreement will inhibit the payment of dividends by the Bank
for the foreseeable future.
The Bank is required to give the OTS thirty days prior notice of the
proposed declaration by its directors of any dividend. Any such dividend
declared within the thirty day period or without giving such notice shall be
invalid and shall confer no rights or benefits on the Company as the sole
stockholder of the Bank.
Under the Federal Deposit Insurance Act, an insured bank is prohibited
from paying dividends on its capital stock while in default in the payment of
any assessment due to the FDIC except in those cases where the amount of the
assessment is in dispute and the insured bank has deposited satisfactory
security. The Bank is not in default in the payment of any such assessment.
41
<PAGE>
The Bank last paid a stock dividend in 1989 and a cash dividend in 1988.
The Company's Board of Directors does not currently intend to declare any
cash dividends at any time in the foreseeable future.
PLAN OF DISTRIBUTION
The Common Stock offered hereby is being offered by the Company directly
to Shareholders on the Record Date. The Company has not employed any
brokers, dealers, or underwriters in connection with the Subscription
Offering, and no underwriting commissions, fees, or discounts will be paid in
connection with the Subscription Offering. Certain regular employees of the
Company and the Subscription Agent may solicit responses from Rights Holders
to the Subscription Offering, but such employees will not receive any
commission or compensation for such services other than their normal
employment compensation.
SHAREHOLDERS OR RIGHTS HOLDERS WHO DESIRE TO PURCHASE SHARES OF COMMON
STOCK IN THE SUBSCRIPTION OFFERING ARE URGED TO COMPLETE, DATE, AND SIGN THE
SUBSCRIPTION WARRANT ACCOMPANYING THIS PROSPECTUS AND RETURN IT TO THE
SUBSCRIPTION AGENT ON OR BEFORE THE EXPIRATION DATE OF THE SUBSCRIPTION
OFFERING, TOGETHER WITH PAYMENT IN FULL OF THE AGGREGATE SUBSCRIPTION PRICE.
ANY QUESTIONS CONCERNING THE PROCEDURE FOR SUBSCRIBING FOR THE PURCHASE OF
SHARES OF COMMON STOCK SHOULD BE DIRECTED TO THE SUBSCRIPTION AGENT OR THE
COMPANY.
The Bank expects to negotiate the terms of Standby Purchase Agreements
with institutional investors as Standby Purchasers. It is anticipated that
the Standby Purchasers severally and irrevocably will agree, subject to
certain conditions, to acquire from the Bank at the Subscription Price per
share, 100,000 shares, if such shares remain available after the exercise of
rights pursuant to the Subscription Rights. It is expected that the purchase
of these shares by the Standby Purchasers will be effected through the
transfer of those rights not exercised by Rights Holders prior to the
Expiration Date pursuant to the Subscription Rights (the "Unexercised
Rights") to the Standby Purchasers and the exercise by the Standby Purchasers
of those transferred Unexercised Rights.
The Company intends to offer, by means of this Prospectus, shares
remaining, after the Subscription Offering and sales to Standby Purchasers,
to other investors at the Subscription Price. Such investors may also include
existing shareholders.
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
Portions of this Prospectus include forward looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. Although the Company believes that the expectations reflected
in such forward looking statements are based upon reasonable assumptions, it
can give no assurance that its expectations will be achieved. Important
factors that could cause actual results to differ materially from the
Company's expectations are disclosed in conjunction with the forward looking
statements included herein ("Cautionary
42
<PAGE>
Disclosures"). Subsequent written and oral forward looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Disclosures.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Delaware law provides for, under certain circumstances, indemnification
of the directors and officers of the Company against costs and expenses
incurred by them in the defense of a suit or proceeding in which they are
involved by reason of having been an officer or director of the Company.
Agreements providing for indemnification to the fullest extent permitted by
law have been entered into with each director and officer. In addition, the
Company maintains insurance on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising
on the part of the Company out of said indemnification provisions, subject to
certain exclusions and to the policy limits.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
LEGAL MATTERS
The validity of the shares of the Common Stock will be passed upon for
the Company by Keleher & McLeod, P.A., Albuquerque, New Mexico, special
counsel to the Company.
EXPERTS
The Bank's consolidated statements of financial condition as of December
31, 1995 and 1994 and the consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in the
period ended December 31, 1995, incorporated by reference in this Prospectus,
have been incorporated herein in reliance on the report of Robinson Burdette
Martin & Cowan, L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
Subscription Warrants should be sent or delivered by each Rights Holder
or its broker, dealer, commercial bank, or trust company to the Subscription
Agent at the address set forth below:
43
<PAGE>
THE SUBSCRIPTION AGENT FOR THE SUBSCRIPTION OFFERING IS:
First Savings Bank. F.S.B.
801 Pile Street
Clovis, New Mexico 88101
FACSIMILE NO.: For Information:
(505) 762-5775 (505) 762-4417
(Call Collect)
Except as otherwise noted herein, any questions or requests for
assistance may be directed to the Company at its address and telephone
numbers set forth herein. Requests for additional copies of this Prospectus
and the related Letters of Transmittal and Instructions Booklet may also be
directed to the Company. Any questions concerning the purchase or sale of
Subscription Rights or unsubscribed shares of Common Stock should be directed
to the Company at its address and telephone number set forth herein.
44
<PAGE>
INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1996
AND DECEMBER 31, 1995
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION . . . . . . . . . . F-2
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS. . . . . . . . . . . . . . . F-3
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS. . . . . . . . . . . . . . . F-5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) . . . . .F-6 THROUGH F-12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION . . . . . . . . . . . . . . . . . . . . . . . . . F-13
F-1
<PAGE>
First Savings Bank, F.S.B.
(Predecessor to Access Anytime Bancorp, Inc.)
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
SEPTEMBER 30, December 31,
1996 1995
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 4,641,553 $ 6,752,606
Certificates of deposit 965,784 476,425
Investment securities available-for-sale
(aggregate cost of $24,663,131 and $33,294,495) 24,336,244 33,090,085
Investment securities held-to-maturity
(aggregate fair value of $30,347,303 and $36,025,403) 31,399,006 36,404,135
Loans held-for-sale
(aggregate fair value of $551,951 and $874,512) 543,313 861,454
Loans receivable 41,908,569 34,331,988
Interest receivable 602,814 692,771
Real estate owned 68,013 113,820
FHLB stock 1,549,634 1,483,434
Premises and equipment 1,946,010 1,984,860
Servicing rights 355,286 359,854
Other assets 596,118 414,867
------------ ------------
TOTAL ASSETS $108,912,344 $116,966,299
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $102,391,176 $110,633,124
Accrued interest and other liabilities 1,043,687 401,641
Advance payments by borrowers for taxes and insurance 486,205 311,157
------------ ------------
TOTAL LIABILITIES 103,921,068 111,345,922
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $1 par value, authorized - 6,000,000
shares, issued - 732,198 shares at September 30, 1996,
and 695,698 at December 31, 1995 732,198 695,698
Capital in excess of par value 6,294,701 6,137,701
Accumulated deficit (1,708,736) (1,008,612)
Unrealized loss on securities available-for-sale, net (326,887) (204,410)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 4,991,276 5,620,377
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $108,912,344 $116,966,299
------------ ------------
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
F-2
<PAGE>
First Savings Bank, F.S.B.
(Predecessor to Access Anytime Bancorp, Inc.)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
THREE MONTH PERIODS ENDED NINE MONTH PERIODS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest income:
Loans $ 897,037 $1,182,394 $2,505,568 $2,850,844
U.S. government agency and other securities 74,032 121,924 268,099 389,303
Mortgage-backed securities 819,766 998,288 2,646,128 3,090,992
Other interest income 57,850 53,199 218,180 129,667
---------- ---------- ---------- ----------
Total interest income 1,848,685 2,355,805 5,637,975 6,460,806
---------- ---------- ---------- ----------
Interest expense:
Deposits 1,139,153 1,361,311 3,607,581 3,997,064
FHLB advances 11,624 6,854 11,624 80,248
---------- ---------- ---------- ----------
Total interest expense 1,150,777 1,368,165 3,619,205 4,077,312
---------- ---------- ---------- ----------
Net interest income before provision for credit
losses 697,908 987,640 2,018,770 2,383,494
Provision for credit losses charged (credited) 28,967 - (6,775) -
---------- ---------- ---------- ----------
Net interest income after provision for
credit losses 668,941 987,640 2,025,545 2,383,494
---------- ---------- ---------- ----------
Non-interest income:
Loan servicing and other fees 88,963 75,087 260,610 267,542
Gains on loans held-for-sale 34,402 30,468 98,411 76,203
Other 79,848 81,772 233,082 264,575
---------- ---------- ---------- ----------
Total non-interest income 203,213 187,327 592,103 608,320
---------- ---------- ---------- ----------
Non-interest expenses:
Compensation and employee benefits 401,192 368,358 1,188,944 1,148,497
Occupancy 100,403 95,922 269,639 273,927
Federal insurance 856,644 101,329 1,051,752 303,252
Advertising 7,918 5,603 17,290 18,912
Real estate operations, net 327 40,937 37,983 57,316
Professional fees 56,537 57,185 142,479 217,463
Other 197,162 201,565 609,685 600,799
---------- ---------- ---------- ----------
Total non-interest expenses 1,620,183 870,899 3,317,772 2,620,166
---------- ---------- ---------- ----------
Net income (loss) $ (748,029) $ 304,068 $ (700,124) $ 371,648
---------- ---------- ---------- ----------
Earnings (loss) per share $ (1.04) $ .44 $ (1.00) $ .53
---------- ---------- ---------- ----------
Weighted average shares outstanding 717,703 695,698 703,087 695,698
---------- ---------- ---------- ----------
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
F-3
<PAGE>
First Savings Bank, F.S.B.
(Predecessor to Access Anytime Bancorp, Inc.)
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
Unrealized
Number Loss on
of Common Capital in Securities
Common Stock Excess of Accumulated Available-for-
Shares Amount Par Value Deficit Sale, Net Total
------ ------ --------- ----------- -------------- -----
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1995 695,698 $695,698 $6,137,701 $(1,008,612) $(204,410) $5,620,377
NET LOSS -- -- -- (700,124) -- (700,124)
ISSUANCE OF COMMON STOCK 36,500 36,500 157,000 -- -- 193,500
CHANGE IN UNREALIZED
LOSS ON SECURITIES
AVAILABLE-FOR-SALE,
NET -- -- -- -- (122,477) (122,477)
------- -------- ---------- ------------ ---------- ------------
------- -------- ---------- ------------ ---------- ------------
BALANCE AT SEPTEMBER 30,
1996 732,198 $732,198 $6,294,701 $(1,708,736) $(326,887) $ 4,991,276
------- -------- ---------- ------------ ---------- ------------
------- -------- ---------- ------------ ---------- ------------
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
F-4
<PAGE>
First Savings Bank, F.S.B.
(Predecessor to Access Anytime Bancorp, Inc.)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTH PERIODS ENDED
SEPTEMBER 30,
---------------------------
1996 1995
----------- -----------
Cash flows from operating activities:
Net Income (loss) $ (700,124) $ 371,648
Adjustments to reconcile net income
(loss) to cash provided by operations:
Depreciation 101,313 98,362
Provision for credit losses credited (6,775) --
Amortization of premiums on investment
securities 217,466 155,916
Gain on sale of loans (98,411) (76,203)
Proceeds from loan sales 6,469,597 4,906,617
Originations of loans held-for-sale (6,053,045) (4,761,310)
(Gain) loss on sale of REO 1,469 (13,105)
Gain on sale of assets -- (1,095)
Net decrease in accrued income and
other assets 89,957 105,192
Increase in accrued interest and
other liabilities 642,046 141,104
Increase in other assets (242,883) (141,665)
------------ -----------
Net cash provided by operating activities 420,610 785,461
------------ -----------
Cash flows from investing activities:
Proceeds from maturities and principal
repayments of available-for-sale securities 8,631,364 235,555
Purchases of held-to-maturity securities (5,000,000) --
Proceeds from maturities and principal
repayments of held-to-maturity securities 9,787,663 6,533,017
Net increase in certificates of deposit (489,359) (186,880)
Net decrease (increase) in loans (7,548,806) 1,674,097
Proceeds from sales of real estate 23,338 97,105
Net purchases of premises and equipment and
other assets (62,463) (43,575)
------------ -----------
Net cash provided by investing activities 5,341,737 8,309,319
------------ -----------
Cash flows from financing activities:
Net increase (decrease) in deposits (8,241,948) 903,225
Net change in FHLB advances -- (7,400,000)
Net increase in advance payments by
borrowers for taxes and insurance 175,048 149,186
Net proceeds from sale of common stock 193,500 --
------------ -----------
Net cash used by financing activities (7,873,400) (6,347,589)
------------ -----------
Increase (decrease) in cash and cash
equivalents (2,111,053) 2,747,191
Cash and cash equivalents at beginning
of period 6,752,606 3,048,974
------------ -----------
Cash and cash equivalents at end of period $ 4,641,553 $ 5,796,165
------------ -----------
------------ -----------
Supplemental disclosures of cash flow
information:
Cash paid during the period for:
Interest $3,720,411 $ 3,997,160
Income Taxes 100 --
Supplemental disclosure of non-cash
investing activities
Real estate acquired in settlement of loans -- 60,685
Loans to facilitate the sale of real estate
owned 21,000 80,150
SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
F-5
<PAGE>
First Savings Bank, F.S.B.
(Predecessor to Access Anytime Bancorp, Inc.)
- --------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1996
NOTE A - BASIS OF CONSOLIDATION AND PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of First Savings Bank, F.S.B. and its wholly-owned subsidiary, First
Equity Development Corporation. Collectively, First Savings Bank and First
Equity Development Corporation are referred to herein as the Bank. The
financial statements do not include all disclosures required by generally
accepted accounting principles for complete financial statements. Certain
information required by generally accepted accounting principles has been
condensed or omitted pursuant to regulations of the Securities and Exchange
Commission. All significant intercompany transactions and balances have been
eliminated.
The unaudited consolidated financial statements include all adjustments
(consisting only of normal recurring accruals) which Management considers
necessary for a fair presentation of results for those interim periods. The
results for the nine-month periods ended September 30, 1996 and 1995 are not
necessarily indicative of the results for the entire year.
The unaudited interim financial statements should be read in conjunction with
the audited consolidated financial statements of the Bank for the year ended
December 31, 1995.
Certain reclassifications have been made to the 1995 consolidated financial
statements in order for them to conform with the 1996 presentation.
F-6
<PAGE>
- --------------------------------------------------------------------------
NOTE B - INVESTMENT SECURITIES AVAILABLE-FOR-SALE
A summary of investment securities available-for-sale is as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
------------------------------------------------------
AMORTIZED FAIR GROSS UNREALIZED
COST VALUE GAINS LOSSES
----------- ----------- ------- --------
<S> <C> <C> <C> <C>
MORTGAGE-BACKED SECURITIES:
GNMA ADJUSTABLE RATE $24,663,131 $24,336,244 $ -- $326,887
----------- ----------- ------- --------
$24,663,131 $24,336,244 $ -- $326,887
----------- ----------- ------- --------
----------- ----------- ------- --------
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
------------------------------------------------------
Amortized Fair Gross Unrealized
Cost Value Gains Losses
----------- ----------- ------- --------
<S> <C> <C> <C> <C>
Mortgage-backed securities:
GNMA adjustable rate
Obligation of U.S. $28,295,654 $28,095,981 $30,691 $230,364
government agencies 4,998,841 4,994,104 10,000 14,737
----------- ----------- ------- --------
$33,294,495 $33,090,085 $40,691 $245,101
----------- ----------- ------- --------
----------- ----------- ------- --------
</TABLE>
F-7
<PAGE>
- --------------------------------------------------------------------------
NOTE C - INVESTMENT SECURITIES HELD-TO-MATURITY
A summary of investment securities held-to-maturity is as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
---------------------------------------------------------
AMORTIZED FAIR GROSS UNREALIZED
COST VALUE GAINS LOSSES
----------- ----------- ------- ----------
<S> <C> <C> <C> <C>
MORTGAGE-BACKED SECURITIES:
FNMA PARTICIPATION CERTIFICATES $ 5,551,160 $ 5,323,130 $ -- $ 228,030
FHLMC PARTICIPATION CERTIFICATES 23,760,536 22,986,234 3,259 777,561
FHLMC ADJUSTABLE RATE 2,087,310 2,037,939 -- 49,371
----------- ----------- ------- ----------
$31,399,006 $30,347,303 $ 3,259 $1,054,962
----------- ----------- ------- ----------
----------- ----------- ------- ----------
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
---------------------------------------------------------
Amortized Fair Gross Unrealized
Cost Value Gains Losses
----------- ----------- ------- ----------
<S> <C> <C> <C> <C>
Mortgage-backed securities:
FNMA participation certificates $ 6,225,192 $ 6,106,781 $ -- $ 118,411
FHLMC participation certificates 27,872,939 27,648,060 43,254 268,133
FHLMC adjustable-rate 2,306,004 2,270,562 -- 35,442
----------- ----------- ------- ----------
$36,404,135 $36,025,403 $43,254 $ 421,986
----------- ----------- ------- ----------
----------- ----------- ------- ----------
</TABLE>
F-8
<PAGE>
- --------------------------------------------------------------------------
NOTE D - LOANS HELD-FOR-SALE
Loans held-for-sale are identified at the time the loan is originated, and
recorded at the lower of amortized cost or fair value with only net
unrealized losses included in the consolidated statements of operations.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
---------------------------------------------------
AMORTIZED FAIR GROSS UNREALIZED
COST VALUE GAINS LOSSES
-------- -------- ------- ------
<S> <C> <C> <C> <C>
LOANS ON RESIDENTIAL ONE TO FOUR UNITS:
CONVENTIONAL REAL ESTATE LOANS $310,160 $315,035 $ 4,875 $ --
INSURED OR GUARANTEED REAL
ESTATE LOANS 233,153 236,916 3,763 --
-------- -------- ------- ------
$543,313 $551,951 $ 8,638 $ --
-------- -------- ------- ------
-------- -------- ------- ------
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
---------------------------------------------------
Amortized Fair Gross Unrealized
Cost Value Gains Losses
-------- -------- ------- ------
<S> <C> <C> <C> <C>
Loans on residential one to four units:
Conventional real estate loans $395,250 $400,287 $ 5,037 $ --
Insured or guaranteed real
estate loans 466,204 474,225 8,021 --
-------- -------- ------- ------
$861,454 $874,512 $13,058 $ --
-------- -------- ------- ------
-------- -------- ------- ------
</TABLE>
F-9
<PAGE>
- -------------------------------------------------------------------------------
NOTE E - LOANS RECEIVABLE
Loans receivable consisted of the following:
SEPTEMBER 30, December 31,
1996 1995
----------- -----------
First mortgage loans:
Conventional $29,444,511 $25,110,648
FHA insured and VA guaranteed 3,974,596 4,059,531
Consumer and installment loans 7,799,938 4,612,586
Consumer timeshare loans 247,273 560,320
Construction loans 2,419,750 1,059,954
Other 367,489 552,822
----------- -----------
44,253,557 35,955,861
Less:
Loans in process 1,581,116 862,760
Deferred loan fees 228,027 187,090
Unearned discounts 71,436 78,169
Allowance for credit losses 415,614 427,889
Deferred income 48,795 67,965
----------- -----------
$41,908,569 $34,331,988
----------- -----------
----------- -----------
Changes in the allowance for credit losses are as follows:
NINE MONTHS ENDED Year Ended
SEPTEMBER 30, 1996 December 31, 1995
------------------ -----------------
Balance at beginning of year $427,889 $460,923
Provision credited to operations (6,775) (15,000)
Charge-offs (9,971) (20,878)
Recoveries 4,471 2,844
----------- -----------
Balance at end of period $415,614 $427,889
----------- -----------
----------- -----------
F-10
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NOTE F - NON-PERFORMING ASSETS
The composition of the Bank's portfolio of non-performing assets is shown in
the following table.
<TABLE>
SEPTEMBER 30, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
Non-accrual loans (1) $ 79,441 $ -
Past due 90 days or more and still accruing - -
Renegotiated loans (2) 1,572,814 1,572,814
Real estate owned (3) 68,013 113,820
---------- ----------
Total non-performing assets $1,720,268 $1,686,634
---------- ----------
---------- ----------
Ratio of non-performing assets to total assets 1.58% 1.44%
---------- ----------
---------- ----------
</TABLE>
(1) Generally refers to loans that are contractually delinquent (i.e.,
payments were due and unpaid for more than 90 days).
(2) Renegotiated loans are those for which the interest rate or other terms
were renegotiated because of the inability of borrowers to service the
obligation under the original terms of the agreements and loans to
facilitate the sale of real estate.
(3) Refers to real estate acquired by the Bank through foreclosure or
voluntary deed.
F-11
<PAGE>
- -------------------------------------------------------------------------------
NOTE G - INCOME TAXES
At December 31, 1995, the Bank had remaining net operating loss carryforwards
of approximately $5,555,000 for federal income tax purposes which expire in
varying amounts through 2009. In addition, at that date the alternative
minimum tax (AMT) net operating loss carryforward and AMT credit carryforward
were approximately $5,866,000 and $101,000, respectively, which will expire
in varying amounts through 2009. At December 31, 1995, the Bank had
remaining net operating loss carryforwards of approximately $44,583,000 for
state income tax purposes which expire in varying amounts through 2005.
These state net operating loss carryforwards are substantially more than the
federal net operating loss carryforwards as a result of the exclusion of U.S.
Investment security and other income for state income tax purposes.
The Bank has incurred significant losses during the nine months ended
September 30, 1996 which resulted primarily from a one-time deposit insurance
assessment which is described in Note H. Accordingly, the aforementioned net
operating loss carryforwards existing at December 31, 1995 have increased
substantially since that date.
NOTE H - SUBSEQUENT EVENTS
During September 1996, the Federal Deposit Insurance Corporation (FDIC)
imposed a special assessment on assessable deposits of insured depository
institutions that are insured by the Savings Association Insurance Fund. In
October 1996, the Bank was notified by the FDIC that the assessment to be
charged to the Bank was approximately $762,000 and is to be paid in November
1996. The amount of the assessment has been accrued as of September 30, 1996.
At a special meeting of the stockholders of the Bank on October 18, 1996, an
agreement and plan of reorganization by and between the Bank and Access
Anytime Bancorp, Inc. (AABC), a newly-formed unitary thrift holding company,
was approved whereby the Bank became a wholly-owned subsidiary of AABC under
a stock for stock exchange.
F-12
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FINANCIAL CONDITION
Total liabilities for the Bank decreased by $7,424,854 or 6.67% from December
31, 1995 to September 30, 1996, and total assets decreased by $8,053,955 or
6.89% during the same period. The decrease in total liabilities was primarily
the result of a decrease in deposits of $8,241,948 or 7.45% due to the Bank's
overall strategy to change the product mix of deposit accounts offered to its
customers and decreasing reliance on public fund deposits.
The decrease in liabilities was partially offset by an accrual of $761,686 in
September 1996 relating to a special premium assessment by the Federal
Deposit Insurance Corporation as a part of the Economic Growth and Regulatory
Paperwork Reduction Act of 1996 which, in part, contains a comprehensive
approach to recapitalize the Savings Association Insurance Fund. The decline
in deposits was funded primarily by a reduction in cash and cash equivalents
of $2.1 million, and proceeds from maturities and principal repayments of
investments available-for-sale and investments held-to-maturity, net, of
approximately $8.6 and $4.8 million, respectively, during the first nine
months of 1996. In addition to the funding of deposit reductions, the
maturities and increased principal prepayments on available-for-sale and
held-to-maturity securities during the nine months ended September 30, 1996
were used to fund an increase in loans receivable of approximately $7.6
million, which is also the result of the Bank's strategy to enhance future
earnings through a change in the overall asset/liability mix of the Bank's
interest earning assets as they relate to its interest bearing liabilities.
The primary changes in the Bank's loan portfolio at September 30, 1996 as
compared to that at December 31, 1995 were in conventional first mortgage
loans (($4,333,863 or 17.26% increase), consumer and installment loans
($3,187,352 or 69.10% increase), and construction loans ($1,359,796 or
128.29% increase).
CAPITAL ADEQUACY AND LIQUIDITY
CAPITAL ADEQUACY - Under the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989 (FIRREA) and the implementation of Office of Thrift
Supervision (OTS) regulations on December 7, 1989, effective date of the new
capital standards, the Bank must have: (1) core capital equal to 3% of
adjusted total assets; (2) tangible capital equal to 1.5% of adjusted total
assets; and (3) total capital equal to 8.0% of risk-weighted assets, which
includes off-balance sheet items.
On November 28, 1994, the OTS announced its decision to immediately reverse
its August 1993 interim policy requiring institutions to include unrealized
gains and losses, net of income taxes, on available-for-sale debt securities
in regulatory capital. Because this revised policy applies only to
regulatory capital, however, institutions must continue to comply with
Statement of Financial Accounting Standards (SFAS) No. 115. ACCOUNTING FOR
CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES, for financial reporting
purposes.
F-13
<PAGE>
The following table is a reconciliation of the Bank's capital for regulatory
purposes at September 30, 1996, as reported to the OTS.
<TABLE>
TANGIBLE CORE RISK-BASED
ASSETS CAPITAL CAPITAL CAPITAL
<S> <C> <C> <C> <C>
Total assets $108,912,344
Liabilities carried net of assets
for regulatory purposes (71,594)
Unrealized loss on securities
available-for-sale, net 326,887
Adjusted regulatory total assets $109,167,637
------------
------------
Risk-based assets $ 41,273,000
------------
------------
Stockholders' equity $4,991,276 $4,991,276 $4,991,276
Unrealized loss on securities
available-for-sale, net 326,887 326,887 326,887
General valuation allowance - - 415,614
---------- ---------- ----------
Regulatory capital 5,318,163 5,318,163 5,733,777
Regulatory capital required 1,637,515 3,275,029 3,301,840
---------- ---------- ----------
Excess regulatory capital $3,680,648 $2,043,134 $2,431,938
---------- ---------- ----------
---------- ---------- ----------
Bank's capital to adjusted
regulatory assets 4.87% 4.87%
---------- ---------- ----------
---------- ---------- ----------
Bank's capital to risk-based
assets 13.89%
----------
----------
</TABLE>
At December 31, 1995 and September 30, 1996, the Bank met the foregoing
minimum tangible, core and risk-based capital levels.
Effective as of June 17, 1996, the Board of Directors and the OTS signed a
Supervisory Agreement which states that it is of mutual benefit for the Bank
to do the following:
1. Complete and submit a revised business and capital plan which will:
a. Increase core capital to 6% as of December 31, 1996
b. Increase core capital to 7% as of June 30, 1997.
2. Create an asset/liability and investment committee of the Board to oversee
and review pricing activities, investment selection and interest rate risk.
3. Report quarterly on the Bank's operating results and explain variances of
actual results to budgeted projections.
This agreement may be suspended in part or in whole by the OTS Regional
Director.
F-14
<PAGE>
LIQUIDITY Liquidity enables the Bank to meet withdrawals of its deposits
and the needs of its loan customers. The Bank maintains its liquidity
position through maintenance of cash resources and a core deposit base. A
further source is the Bank's ability to borrow funds. The Bank is a member
of the Federal Home Loan Bank (FHLB) which provides a source of borrowings to
the Bank for asset and asset/liability matching. Over the past three years,
the FHLB has been used as a funding source. As of September 30, 1996, the
Bank had no outstanding borrowings at the FHLB and does not anticipate
significant borrowings from the FHLB in the foreseeable future.
The Bank's liquidity has been stable and adequate over the past three years.
Although short-term deposits have declined in the last nine months of 1996,
those reductions have been the result of management's planned restructuring
of the Bank's asset/liability mix. The Bank's primary source of funds is
core consumer deposits and commercial accounts. This is a significant factor
to the Bank's liquidity structure, because these funds are generally not
subject to significant movements resulting from changing interest rates and
other economic factors.
INFLATION - The general rate of inflation over the past three years, as
measured by the Consumer Price Index, has not changed significantly.
Therefore, management does not consider the effects of inflation on the
Bank's financial position and results of operations to be material.
RESULTS OF OPERATIONS
THREE-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED SEPTEMBER 30, 1996 AND 1995
The Bank's net interest income before provision for credit losses decreased
by $289,732 or 29.34% for the quarter ended September 30, 1996 as compared to
the quarter ended September 30, 1995. The decrease in net interest income
before provision for credit losses was due to a decrease in interest income
of $507,120 or 21.53%, which was caused primarily by the recognition in 1995
of deferred interest income in the amount of $365,310 resulting from the
early payoff of a previously restructured loan. In addition, interest income
on U.S. government agency and other securities decreased by $47,892 or 39.28%
due to significant maturities of those securities during the quarter ended
September 30, 1996. In addition, interest income on mortgage-backed
securities decreased by $178,522 or 17.88% in the quarter ended September 30,
1996 compared to the quarter ended September 30, 1995, primarily due to the
high levels of principal prepayments on those investment securities since the
period ended September 30, 1995.
A decrease of $222,158 or 16.32% in interest expense on deposits is the
result of a decrease in volume and rates paid on deposits as a direct result
of management's overall strategy related to the asset/liability mix of the
Bank and their efforts to develop a more diversified and lower cost deposit
base all of which entailed declines in the average interest rates paid on
interest bearing accounts and the resulting decline in interest bearing
deposits.
The Bank experienced an increase in loans receivable in the third quarter of
1996, as discussed under FINANCIAL CONDITION herein which resulted in a net
increase of $28,967 in management's estimates relative to the provision for
credit losses charged as compared to no provision in the third quarter of
1995 when the Bank's loan portfolio declined $1,900,153 during the quarter
then ended.
F-15
<PAGE>
Non-interest income increased by $15,886 or 8.48% for the quarter ended
September 30, 1996 as compared to the same quarter in 1995. The increase was
primarily due to $13,876 increase in other fee income charged for various
services provided to customers and non-customers of the Bank.
The increase in non-interest expenses of $749,284 or 86.04% as compared to
the same period in 1995 was due primarily to the one-time charge of $761,686
for the SAIF Special Assessment charged on September 30, 1996 which is to be
paid in November 1996. Compensation and employee benefit expenses increased
by $32,834 or 8.91% as a result of the opening of a Loan Production Office
during that Quarter in Rio Rancho, New Mexico. These increases were
partially offset by a decrease in real estate operations expenses of $40,610
or 99.20% for the quarter ended September 30, 1996 as compared to the quarter
ended September 30, 1995 which was primarily attributable to reductions in
real estate owned ("REO") during 1996 as compared to the same period in 1995.
NINE-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED SEPTEMBER 30, 1996 AND 1995
Interest income for the nine months ended September 30, 1996 decreased by
$822,831 or 12.74% and interest expense decreased by $458,107 or 11.24% for
the same period in 1995 to produce a decrease in net interest income before
provision for credit losses of $364,724 or 15.30% as compared to the nine
months ended September 30, 1995. The decrease in net interest income before
provision for credit losses in 1996 was caused primarily by an early
recognition in 1995 of $365,310 of deferred interest income as a result of
the early payoff of a previously restructured loan. In addition, interest
income on U.S. government agency and other securities and mortgage-backed
securities declined $121,204 or 31.13% and $444,864 or 14.39% respectively,
all of which were the result of lower levels of outstanding investment caused
by significant maturities and prepayments of such securities during the nine
months ended September 30, 1996.
The provision for credit losses for the nine months ended September 30, 1996
was a credit of $6,775 compared to no provision for the nine month period
ended September 30, 1995. The net credit resulted from reductions in the
allowance for credit losses in early 1996 as a result of management's
revision of previous estimates related to necessary allowances. These
reductions in the allowance for credit losses were offset subsequent to the
first quarter of 1996 by additional charges to the allowance which were
caused primarily by increased levels of lending.
Non-interest income for the nine month period ended September 30, 1996
decreased $16,217 or 2.67% as compared to the nine months ended September 30,
1995, and non-interest expense increased by $697,606 or 26.62% during the
nine months ended September 30, 1996 as compared to the same time period in
1995. The decline in non-interest income was primarily the result of other
income declines which were partially offset by an increase in loans
held-for-sale which reflects higher levels of loans sold into the secondary
markets during 1996 as compared to the same period in 1995. The increase in
non-interest expense was due primarily to the one-time charge of $761,686 for
the SAIF Special Assessment, included in federal insurance expenses. Federal
insurance expense increases were partially offset by a $19,333 or 33.73%
decrease in REO expenses. The decline was attributable to reductions in the
level of REO during 1996 as compared to the same period in 1995. In addition,
professional fee expenses decreased by $74,984 or 34.48% for the nine months
ended September 30, 1996 as compared to the
F-16
<PAGE>
nine months ended September 30, 1995 as a result of reduced activities of the
Bank which relate to certain litigation in which the Bank has been involved
since 1992.
F-17
<PAGE>
APPENDIX A
FINANCIAL ADVISOR OPINION
[TO BE FILED BY AMENDMENT]
-------------------------
A-1
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
* Securities and Exchange Commission registration fee. . . . . $ 1,276
* NASDAQ Small Cap Market Listing Fee. . . . . . . . . . . . . 7,322
Printing, engraving and postage expenses . . . . . . . . . . 8,000
Legal fees and expenses. . . . . . . . . . . . . . . . . . . 66,000
Accounting fees and expenses . . . . . . . . . . . . . . . . 20,000
Blue Sky fees and expenses . . . . . . . . . . . . . . . . . 10,000
Subscription Agent Fees and Expenses . . . . . . . . . . . . 7,000
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . 5,402
--------
Total Expenses. . . . . . . . . . . . . . . . . . . . . . 125,000
--------
--------
___________________
* Actual, others estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law ("DGCL") contains provisions that
allow indemnification of the directors, officers and employees of the Company
and any of its direct or indirect subsidiaries. To be entitled to
indemnification, it must be determined that, in general terms, the person
acted in good faith and in a manner believed to be in, or not opposed to, the
best interests of Company and, with respect to a criminal action, had no
reasonable cause to believe his or her conduct was unlawful. Further, the
DGCL provides that to the extent a director, officer or employee is
successful on the merits or otherwise in defense of an action, the Company
shall indemnify such person against expenses actually and reasonably
incurred. Under the Federal Deposit Insurance Act, as amended, both the Bank
and the Company would be prohibited from paying any indemnification with
respect to any liability or legal expense incurred by a director, officer or
employee as result of an action or proceeding by a federal banking agency
resulting in a civil money penalty or certain other remedies against such
person.
The Board of Directors has approved certain agreements with the
Company's directors and officers relating to indemnification of directors and
officers. Such agreements have been entered into with each director and
officer. The agreements provide for indemnification of directors and
officers to the fullest extent permitted by law, including advancement of
litigation expenses where appropriate.
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of the
directors and officers out of their performance in such capacities or arising
on the part of the Company out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.
II-1
<PAGE>
ITEM 16. EXHIBITS.
Exhibit No. Description
---------- -----------
4.1 Certificate of Incorporation of the Company (incorporated by
reference from the Company's Registration Statement on Form
8-A, filed October 11, 1996, SEC File No. 001-12309).
4.2 Bylaws of the Company (incorporated by reference from the
Company's Registration Statement on Form 8-A, filed
October 11, 1996, SEC File No. 001-12309).
4.3 Common Stock Specimen Certificate (incorporated by reference
from the Company's Registration Statement on Form 8-A, filed
October 11, 1996, SEC File No. 001-12309)
5 Opinion of Counsel
10 Agreement and Plan of Reorganization and Plan of Merger
(incorporated by reference from the Company's Registration
Statement on Form 8-A, filed October 11, 1996, SEC File
No. 001-12309)
11 Computation of Earnings Per Common Share
13.1 Bank's 1995 Annual Report to Security Holders (incorporated by
reference from the Company's Registration Statement on
Form 8-A, filed October 11, 1996, SEC File No. 001-12309)
13.2 Bank's Form 10-QSB for Quarters Ended March 31, 1996 and
June 30, 1996 (incorporated by reference from the Company's
Registration Statement on Form 8-A, filed October 11, 1996,
SEC File No. 001-12309)
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5)
23.3 Consent of Financial Advisor*
24 Power of attorney (See Signatures page in Part II)
27 Financial Data Schedule
99.1 Form of Subscription Agent Agreement between the Company
and First Savings Bank, F.S.B.*
99.2 Form of Subscription Warrant*
99.3 Form of Letter to Securities Dealers, Commercial Banks,
Trust Companies, and Other Nominees.*
99.4 Form of Transmittal Letter to Holders of Common Stock
whose addresses are within the continental United States
or Canada and who do not have A.P.O. or F.P.O. addresses*
99.5 Subscription Instructions*
99.6 Form of Letter of Transmittal to Holders of Common Stock
whose addresses are outside the continental United States
and Canada or who have A.P.O. and F.P.O. addresses*
99.7 Opinion of Financial Advisor*
99.8 Supervisory Agreement between the Bank and the OTS
(incorporated by reference from the Company's
Registration Statement on Form 8-A, filed October 11,
1996, SEC File No. 001-12309)
*TO BE FILED BY AMENDMENT
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(2) to supplement the prospectus, after the expiration of the
subscription period, to set forth the results of the subscription offer, the
transactions by the underwriters during the subscription period, the amount
of unsubscribed securities to be purchased by the underwriters, and the terms
of any subsequent reoffering thereof. If any public offering by the
underwriters is to be made on terms differing from those set forth on the
cover page of the prospectus, a post-effective amendment will be filed to set
forth the terms of such offering;
(3) to deliver, or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or rule
14c-3 under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide
such interim financial information.
(4) to 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;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information
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
deviation from the low or high end 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 a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
II-3
<PAGE>
(iii) Include any additional or changed material information
on the plan of distribution.
(5) that, for determining liability under the Securities Act, to
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.
(6) to file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(7) for determining any liability under the Securities Act, to
treat the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the small business issuer under Rule 424(b)(1),
or (4) or 497(h) under the Securities Act as part of this registration
statement as of the time the Commission declared it effective.
(8) that, for determining any liability under the Securities Act,
to treat each post-effective amendment that contains a form of prospectus as
a new registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering those securities.
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 registrant 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 question 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.
II-4
<PAGE>
SIGNATURES
Pursuant to 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 for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Clovis, State of New Mexico, on October 18, 1996.
ACCESS ANYTIME BANCORP, INC.
By /s/Norman R.Corzine
-----------------------------
Norman R. Corzine
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Norman R. Corzine, Ken Huey, Jr., and each of them,
as attorneys-in fact, to sign in his name and behalf, individually and in
each capacity designated below, and to file any amendments, including
post-effective amendments, to this registration statement.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/Norman R. Corzine Principal Executive Officer 10/18/96
- -------------------- and Director
Norman R. Corzine
/s/Ken Huey, Jr. Principal Financial Officer, 10/18/96
- ---------------- Principal Accounting Officer
Ken Huey, Jr. and Director
/s/Harry Eastham Director 10/18/96
- ----------------
Harry Eastham
/s/Dr. Everett /Frost Director 10/18/96
- ---------------------
Dr. Everett Frost
/s/Charles Guthals Director 10/18/96
- ------------------
Charles Guthals
/s/Carl Deaton Director 10/18/96
- --------------
Carl Deaton
/s/Thomas W. Martin, III Director 10/18/96
- ------------------------
Thomas W. Martin, III
/s/Robert Chad Lydick Director 10/18/96
- ---------------------
Robert Chad Lydick
28125
II-5
<PAGE>
INDEX OF EXHIBITS
Exhibit No. Description
4.1 Certificate of Incorporation of the Company (incorporated by
reference from the Company's Registration Statement on Form
8-A, filed October 11, 1996, SEC File No. 001-12309).
4.2 Bylaws of the Company (incorporated by reference from the
Company's Registration Statement on Form 8-A, filed
October 11, 1996, SEC File No. 001-12309).
4.3 Common Stock Specimen Certificate (incorporated by reference
from the Company's Registration Statement on Form 8-A, filed
October 11, 1996, SEC File No. 001-12309)
5 Opinion of Counsel
10 Agreement and Plan of Reorganization and Plan of Merger
(incorporated by reference from the Company's Registration
Statement on Form 8-A, filed October 11, 1996, SEC File
No. 001-12309)
11 Computation of Earnings Per Common Share
13.1 Bank's 1995 Annual Report to Security Holders (incorporated by
reference from the Company's Registration Statement on Form
8-A, filed October 11, 1996, SEC File No. 001-12309)
13.2 Bank's Form 10-QSB for Quarters Ended March 31, 1996 and
June 30, 1996 (incorporated by reference from the Company's
Registration Statement on Form 8-A, filed October 11, 1996,
SEC File No. 001-12309)
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5)
23.3 Consent of Financial Advisor*
24 Power of attorney (See Signatures page in Part II)
27 Financial Data Schedule
99.1 Form of Subscription Agent Agreement between the Company and
First Savings Bank, F.S.B.*
99.2 Form of Subscription Warrant*
99.3 Form of Letter to Securities Dealers, Commercial Banks, Trust
Companies, and Other Nominees.*
99.4 Form of Transmittal Letter to Holders of Common Stock whose
addresses are within the continental United States or Canada
and who do not have A.P.O. or F.P.O. addresses*
99.5 Subscription Instructions*
99.6 Form of Letter of Transmittal to Holders of Common Stock whose
addresses are outside the continental United States and Canada
or who have A.P.O. and F.P.O. addresses*
99.7 Opinion of Financial Advisor*
99.8 Supervisory Agreement between the Bank and the OTS
(incorporated by reference from the Company's Registration
Statement on Form 8-A, filed October 11, 1996, SEC File
No. 001-12309)
*TO BE FILED BY AMENDMENT
II-6
<PAGE>
EXHIBIT 5
November 4, 1996
Access Anytime Bancorp, Inc.
PO Drawer 1569
801 Pile Street
Clovis, New Mexico
Re: Registration Statement of Form S-2 - Rights Offering to
Existing Shareholders
Ladies and Gentlemen:
We have acted as counsel for Access Anytime Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the registration by the
Company under the Securities Act of 1933, as amended, of 732,198 shares of
Common Stock, $.01 par value per share (the "Common Stock"), to be sold
initially in a rights offering to existing shareholders pursuant to a
Registration Statement on Form S-2 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission").
We have examined originals, or copies certified to our satisfaction, of
such corporate records of the Company, certificates of public officials,
certificates of officers and representatives of the Company and other
documents as we have deemed necessary as a reasonable basis for the opinions
hereinafter expressed. In our examination we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals and the conformity with the originals of all documents submitted to
us as copies. As to various questions of fact material to such opinions we
have, when relevant facts were not independently established, relied upon
certifications by officers of the Company and other appropriate persons and
statements contained in the Registration Statement.
Based upon the foregoing and having regard to legal considerations which
we deem relevant, we are of the opinion that when (i) the Registration
Statement becomes effective, (ii) the consideration as determined by the
Company's Board of Directors to be paid for the shares by the persons
purchasing the Common Stock has been paid by such persons, and (iii) the
shares of Common Stock have been sold pursuant to the offering as described
in the Registration Statement, the Common Stock so sold will be duly
authorized, legally issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the reference to this firm under the heading "Legal
Matters" in the Prospectus constituting a part of the Registration Statement
and to the filing of this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
KELEHER & McLEOD, P.A.
By /s/Charles L. Moore
-------------------------
Charles L. Moore
CLM/sls
<PAGE>
EXHIBIT 11
FIRST SAVINGS BANK, F.S.B.
COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
Three Months Nine Months
Ended Ened
September 30, September 30,
1995 1995
------------ -------------
<S> <C> <C>
PRIMARY EARNINGS PER SHARE
Net income $ 304,068 $ 371,648
------------ ------------
------------ ------------
Shares:
Weighted average number of shares outstanding 695,698 695,698
Add-Dilutive effect of outstanding stock
options (as determined by the application
of the treasury stock method) 225 --
------------ ------------
Weighted average number of shares
outstanding as adjusted 695,923 695,698
------------ ------------
------------ ------------
Net income per share: Primary $ 0.436928 (a) $ 0.534209 (a)
------------ ------------
------------ ------------
ASSUMING FULL DILUTION
Net income $ 304,068 $ 371,648
------------ ------------
------------ ------------
Shares:
Weighted average number of shares
outstanding 695,698 695,698
Add-Dilutive effect of outstanding stock
options (as determined by the application
of the treasury stock method) 659 --
------------ ------------
Weighted average number of shares
outstanding as adjusted 696,357 695,698
------------ ------------
------------ ------------
Net income per share: Assuming full dilution $ 0.436655 (a) $ 0.534209 (a)
------------ ------------
------------ ------------
</TABLE>
(a) This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Access Anytime Bancorp, Inc. on Form S-2 of our report dated February 9,
1996, on our audits of the consolidated financial statements of First Savings
Bank, F.S.B. as of December 31, 1995 and 1994, and for the years ended
December 31, 1995, 1994, and 1993, which report is included in First Savings
Bank, F.S.B.'s Annual Report for 1995 which is incorporated by reference in
First Savings Bank, F.S.B.'s Annual Report on Form 10-KSB.
Robinson Burdette Martin & Cowan, L.L.P.
Lubbock, Texas
October 31, 1996
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF FIRST SAVINGS BANK, F.S.B. AS OF SEPTEMBER
30, 1996 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 4,641,553
<INT-BEARING-DEPOSITS> 985,784
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 24,336,244
<INVESTMENTS-CARRYING> 31,399,006
<INVESTMENTS-MARKET> 30,347,303
<LOANS> 41,908,569
<ALLOWANCE> 415,614
<TOTAL-ASSETS> 108,912,344
<DEPOSITS> 102,391,176
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,529,692
<LONG-TERM> 0
0
0
<COMMON> 732,198
<OTHER-SE> 6,294,701
<TOTAL-LIABILITIES-AND-EQUITY> 108,912,344
<INTEREST-LOAN> 2,505,568
<INTEREST-INVEST> 2,914,227
<INTEREST-OTHER> 218,180
<INTEREST-TOTAL> 5,637,975
<INTEREST-DEPOSIT> 3,607,481
<INTEREST-EXPENSE> 3,619,205
<INTEREST-INCOME-NET> 2,018,770
<LOAN-LOSSES> (6,775)
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,317,772
<INCOME-PRETAX> (700,124)
<INCOME-PRE-EXTRAORDINARY> (700,124)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (700,124)
<EPS-PRIMARY> (1.00)
<EPS-DILUTED> (1.00)
<YIELD-ACTUAL> 0
<LOANS-NON> 79,000
<LOANS-PAST> 0
<LOANS-TROUBLED> 1,573,000
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 427,889
<CHARGE-OFFS> 9,971
<RECOVERIES> 4,471
<ALLOWANCE-CLOSE> 415,614
<ALLOWANCE-DOMESTIC> 415,614
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
