<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________________ TO ____________________
COMMISSION FILE NUMBER: 0-28894
ACCESS ANYTIME BANCORP, INC.
- -------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 85-0444597
- --------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
of incorporation or organization) Identification No.)
801 PILE STREET, CLOVIS, NEW MEXICO 88101
--------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (505) 762-4417
-----------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
1,193,076 Shares of Capital Stock $.01 par value
Outstanding as of July 24, 1997
Transitional Small Business Disclosure Format (check one):
Yes No X
----- -----
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Unaudited Consolidated Statements of
Financial Condition. . . . . . . . . . . . . . . . . . . . . . 3
Unaudited Consolidated Statements of Operations. . . . . . . . 4
Unaudited Consolidated Statements of Changes in
Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . 5
Unaudited Consolidated Statements of Cash Flows . . . . . . . 6
Notes to Consolidated Financial Statements (Unaudited) . .7 - 12
Item 2 - Managements' Discussion and Analysis or
Plan of Operation. . . . . . . . . . . . . . . . . . 13 - 17
PART II - OTHER INFORMATION
Item 2 - Legal Proceedings. . . . . . . . . . . . . . . . . . . . .18
Item 4 - Submission of Matters to a Vote of Security Holders. . . .19
Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . . .20
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
The following consolidated financial statements include all adjustments which in
the opinion of management are necessary in order to make such financial
statements not misleading.
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------ -------------
ASSETS
- ------
<S> <C> <C>
Cash and cash equivalents $ 3,115,040 $ 2,199,227
Certificates of deposit 1,580,142 380,570
Securities available-for-sale
(amortized cost of $16,688,242 and $23,838,281) 16,694,801 23,639,686
Securities held-to-maturity
(aggregate fair value of $24,844,524 and $28,470,335) 25,150,370 29,113,430
Loans held-for-sale
(aggregate fair value of $529,994 and $576,994) 517,926 564,361
Loans receivable 52,468,696 45,596,212
Interest receivable 598,682 598,327
Real estate owned 49,200 86,114
FHLB stock 1,618,333 1,572,334
Premises and equipment 1,866,483 1,924,405
Servicing rights 344,500 345,554
Organizational cost, net of accumulated amortization of
$27,365 and $9,814 163,782 163,373
Other assets 484,839 669,764
------------ ------------
Total assets $104,652,794 $106,853,357
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Liabilities:
Deposits $ 95,772,084 $ 98,164,001
Federal Home Loan Bank advances 300,000 3,000,000
Accrued interest and other liabilities 351,392 351,135
Advance payments by borrowers for taxes and insurance 433,335 252,099
------------ ------------
Total liabilities 96,856,811 101,767,235
------------ ------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 4,000,000
shares authorized; none issued
Common stock, $.01 par value, authorized - 6,000,000
shares authorized; 1,193,076 and 732,198 shares
issued and outstanding at June 30, 1997 and
December 31, 1996, respectively 11,931 7,322
Capital in excess of par value 9,273,159 7,019,577
Accumulated deficit (1,495,666) (1,742,182)
Net unrealized appreciation (depreciation) on
available-for-sale securities, net 6,559 (198,595)
------------ ------------
Total stockholders' equity 7,795,983 5,086,122
------------ ------------
Total liabilities and stockholders' equity $104,652,794 $106,853,357
------------ ------------
------------ ------------
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTH PERIODS ENDED SIX MONTH PERIODS ENDED
JUNE 30, JUNE 30
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest income:
Loans receivable $1,105,420 $ 823,829 $2,117,789 $1,608,531
U.S. government agency securities 25,290 110,050 49,100 194,067
Mortgage-backed securities 625,626 898,876 1,303,368 1,826,362
Other interest income 65,032 55,603 130,332 160,330
---------- ---------- ---------- ----------
Total interest income 1,821,368 1,888,358 3,600,589 3,789,290
---------- ---------- ---------- ----------
Interest expense:
Deposits 1,038,164 1,190,905 2,074,105 2,468,428
FHLB advances 1,485 -- 12,814 --
---------- ---------- ---------- ----------
Total interest expense 1,039,649 1,190,905 2,086,919 2,468,428
---------- ---------- ---------- ----------
Net interest income before provision for loan losses 781,719 697,453 1,513,670 1,320,862
Provision for loan losses charged (credited) 44,655 26,037 67,439 (35,742)
---------- ---------- ---------- ----------
Net interest income after provision for
loan losses 737,064 671,416 1,446,231 1,356,604
---------- ---------- ---------- ----------
Noninterest income:
Loan servicing and other fees 87,766 84,098 171,656 171,647
Net realized gains on sales of available-for-sale
securities 3,000 -- 20,637 --
Net realized gains on sales of loans 24,261 27,762 61,716 64,009
Real estate operations, net 271 -- 360 --
Other income 88,595 78,226 184,634 153,234
---------- ---------- ---------- ----------
Total other income 203,893 190,086 439,003 388,890
---------- ---------- ---------- ----------
Noninterest expenses:
Salaries and employee benefits 436,453 397,898 841,034 787,752
Occupancy expense 95,320 83,952 199,058 169,236
Deposit insurance premium 70,015 96,380 129,209 195,108
Advertising 14,132 5,503 24,821 9,372
Real estate operations, net -- 1,557 -- 37,656
Professional fees (59,331) 54,183 (32,014) 85,942
Other expense 248,559 197,579 476,610 412,523
---------- ---------- ---------- ----------
Total other expenses 805,148 837,052 1,638,718 1,697,589
---------- ---------- ---------- ----------
Net income $ 135,809 $ 24,450 $ 246,516 $ 47,905
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net income per share of common stock $ .11 $ .04 $ .24 $ .07
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Average shares outstanding 1,189,502 695,698 1,043,546 695,698
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Net
Unrealized
Appreciation
(Depreciation)
Common Stock On
------------ Available-
Capital In For-Sale
Number of Excess of Accumulated Securities,
Shares Amount Par Value Deficit Net Total
---------- -------- ---------- ------------ -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996 732,198 $ 7,322 $7,019,577 $(1,742,182) $ (198,595) $5,086,122
Net income -- -- -- 246,516 -- 246,516
Common stock issued 460,878 4,609 2,253,582 -- -- 2,258,191
Net changes in unrealized
appreciation (depreciation)
on available-for-sale
securities, net -- -- -- -- 205,154 205,154
--------- -------- ---------- ----------- ------------ ----------
Balance at June 30, 1997 1,193,076 $ 11,931 $9,273,159 $(1,495,666) $ 6,559 $7,795,983
--------- -------- ---------- ----------- ------------ ----------
--------- -------- ---------- ----------- ------------ ----------
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
5
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Month Periods Ended
June 30,
--------------------------
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 246,516 $ 47,905
Adjustments to reconcile net income to
cash provided by (used) by operating activities:
Depreciation 69,940 66,042
Provision for loan losses charged (credited) 67,439 (35,742)
Amortization of premiums on investment securities 202,954 119,233
Amortization of organizational costs 17,551 --
Gain on sale of available-for-sale securities (20,637) --
Gain on sale of loans held-for-sale (61,716) (64,009)
Proceeds from sales of loans held-for-sale 3,872,356 4,288,005
Originations of loans held-for-sale (3,852,629) (5,897,241)
(Gain) loss on sale of REO (813) 1,469
Net (increase) decrease in accrued interest receivable and other assets 157,752 (165,868)
Increase (decrease) in accrued expense, other liabilities, and other 3,257 (112,933)
----------- -----------
Net cash provided by (used in) operating activities 701,970 (1,753,139)
----------- -----------
Cash flows from investing activities:
Proceeds from maturities and principal repayments of
available-for-sale securities 1,652,006 6,332,160
Purchases of held-to-maturity securities -- (5,000,000)
Proceeds from maturities and principal repayments
of held-to-maturity securities 3,902,492 3,015,934
Proceeds from sales of available-for-sale securities 5,376,284 --
Net increase in certificates of deposit (1,199,572) (489,572)
Net increase in loans (6,851,499) (1,358,350)
Proceeds from sales of foreclosed real estate 19,600 24,469
Purchases of premises and equipment (12,018) (30,305)
----------- -----------
Net cash provided by (used in) investing activities 2,887,293 2,494,336
----------- -----------
Cash flows from financing activities:
Net decrease in deposits (2,391,917) (4,371,935)
Net change in other borrowed funds (2,700,000) --
Net increase in advance payments by
borrowers for taxes and insurance 181,236 24,156
Organizational costs incurred (17,960) --
Rights offering costs incurred (164,419) --
Net proceeds from issuance of common stock 2,419,610 --
----------- -----------
Net cash used in financing activities (2,673,450) (4,347,779)
----------- -----------
Increase (decrease) in cash and cash equivalents 915,813 (3,606,582)
Cash and cash equivalents at beginning of period 2,199,227 6,752,606
----------- -----------
Cash and cash equivalents at end of period $ 3,115,040 $ 3,146,024
----------- -----------
----------- -----------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 2,090,153 $ 2,533,108
Income taxes -- 100
Supplemental disclosure of non-cash investing activities:
Real estate acquired in settlement of loans -- --
Loans to facilitate the sale of real estate owned -- 21,000
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
6
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE A - BASIS OF CONSOLIDATION AND PRESENTATION AND USE OF ESTIMATES
Access Anytime Bancorp, Inc. (the "Company") is a thrift holding company for its
wholly-owned subsidiary FirstBank (the "Bank"), formerly known as First Savings
Bank, F.S.B., and the Bank's wholly-owned subsidiary, First Equity Development
Corporation ("FEDCO"). The consolidated financial statements include the
accounts and transactions of the Company, the Bank and FEDCO. All significant
intercompany accounts and transactions have been eliminated in consolidation.
The Company was formed in 1996 and, through an agreement and plan of
reorganization by and between the Company and the Bank, became the holding
company for the Bank under a stock-for-stock exchange. As a result of this
reorganization, the prior year's financial statements are presented to reflect
the result of the reorganization. There was no effect on that year's net income
or net income per share of common stock.
The unaudited interim financial statements should be read in conjunction with
the audited consolidated financial statements of the Company for the year ended
December 31, 1996.
7
<PAGE>
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NOTE B - SECURITIES - BANK
A summary of investment securities available-for-sale is as follows:
<TABLE>
<CAPTION>
Amortized Gross unrealized Fair
Cost Gains Losses Value
--------- --------- ---------- -------------
<S> <C> <C> <C> <C>
AVAILABLE-FOR-SALE SECURITIES:
June 30, 1997:
Mortgage-backed securities:
GNMA adjustable-rate $ 16,688,242 $ 85,644 $ 79,085 $ 16,694,801
------------ -------- --------- ------------
$ 16,688,242 $ 85,644 $ 79,085 $ 16,694,801
------------ -------- --------- ------------
------------ -------- --------- ------------
December 31, 1996:
Mortgage-backed securities:
GNMA adjustable-rate $ 23,838,281 $ 18,365 $ 216,960 $ 23,639,686
------------ -------- --------- ------------
$ 23,838,281 $ 18,365 $ 216,960 $ 23,639,686
------------ -------- --------- ------------
------------ -------- --------- ------------
<CAPTION>
Amortized Gross unrealized Fair
Cost Gains Losses Value
--------- ------- ---------- ------------
<S> <C> <C> <C> <C>
HELD-TO-MATURITY SECURITIES:
June 30, 1997:
Mortgage-backed securities:
FNMA participation certificates $ 4,919,648 $ -- $ 112,635 $ 4,807,013
FHLMC participation certificates 18,480,055 4,892 155,338 18,329,609
FHLMC adjustable rates 1,750,667 -- 42,765 1,707,902
------------ ------- --------- ------------
$ 25,150,370 $ 4,892 $ 310,738 $ 24,844,524
------------ ------- --------- ------------
------------ ------- --------- ------------
December 31, 1996:
Mortgage-backed securities:
FNMA participation certificates $ 5,355,122 $ -- $ 162,192 $ 5,192,930
FHLMC participation certificates 21,896,565 4,818 453,206 21,448,177
FHLMC adjustable rates 1,861,743 -- 32,515 1,829,228
------------ ------- --------- ------------
$ 29,113,430 $ 4,818 $ 647,913 $ 28,470,335
------------ ------- --------- ------------
------------ ------- --------- ------------
</TABLE>
8
<PAGE>
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NOTE C - LOANS HELD-FOR-SALE - BANK
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.
Gross unrealized
---------------------
Amortized cost Gains Losses Fair Value
-------------- ------- ------ ----------
June 30, 1997 $517,926 $11,649 $ -- $529,575
December 31, 1996 564,361 12,633 -- 576,994
NOTE D - LOANS RECEIVABLE - BANK
The components of loans in the consolidated statements of financial condition
were as follows:
June 30, 1997 December 31, 1996
------------- -----------------
First mortgage loans:
Conventional $35,785,700 $31,513,687
FHA insured and VA guaranteed 4,322,182 4,326,093
Consumer and installment loans 11,086,291 9,047,776
Consumer timeshare loans 84,531 179,494
Construction loans 1,836,400 1,975,000
Other 672,223 387,600
----------- -----------
53,787,327 47,429,650
Less:
Loans in process 421,509 1,077,121
Unearned discounts, deferred loans fees,
and other 406,418 327,076
Allowance for loan losses 490,704 429,241
----------- -----------
$52,468,696 $45,596,212
----------- -----------
----------- -----------
9
<PAGE>
- --------------------------------------------------------------------------------
NOTE D - LOANS RECEIVABLE (CONTINUED)
An analysis of the changes in allowance for loan losses follows:
Six Months Ended Year Ended
June 30, 1997 December 31, 1996
---------------- -----------------
Balance at beginning of year $429,241 $427,889
Loans charged-off (15,714) (17,882)
Recoveries 9,738 5,595
-------- --------
Net loans charged-off (5,976) (12,287)
Provision for loan losses charged to operations 67,439 13,639
-------- --------
Balance at end of period $490,704 $429,241
-------- --------
-------- --------
An analysis of the changes of loans to directors and executive officers is as
follows:
Six Months Ended Year Ended
June 30, 1997 December 31, 1996
---------------- -----------------
Balance at beginning of year $315,605 $262,180
Loans originated 430,446 110,623
Loan principal payments and other reductions (202,736) (57,198)
-------- --------
Balance at end of period $543,315 $315,605
-------- --------
-------- --------
10
<PAGE>
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NOTE E - NON-PERFORMING ASSETS - BANK
The composition of the Bank's portfolio of non-performing assets is shown in the
following table.
June 30, 1997 December 31, 1996
------------- -----------------
(Dollars in Thousands)
Non-accrual loans (1) $ 93 $ 53
Past due 90 days or more and still accruing -- --
Renegotiated loans (2) 1,533 1,573
Real estate owned (3) 49 86
------ ------
Total non-performing assets $1,675 $1,712
------ ------
------ ------
Ratio of non-performing assets to total assets 1.60% 1.60%
------ ------
------ ------
(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.
NOTE F - INCOME TAXES
At December 31, 1996, the Company had remaining net operating loss ("NOL")
carryforwards of approximately $6,487,000 for federal income tax purposes which
expire in varying amounts through 2010. The Company also had a capital loss
carryforward of $88,000 for tax purposes which will expire in 1998 and 1999. In
addition, the alternative minimum tax ("AMT") NOL carryforward and AMT credit
carryforward were approximately $6,860,000 and $101,000, respectively, which
expire in varying amounts through 2010. Investment tax credit carryforwards of
approximately $44,000 expire in varying amounts through 2005. At December 31,
1996, the Bank had remaining NOL carryforwards of approximately $43,947,000 for
state income tax purposes which expire in varying amounts through 2005. These
state NOL carryforwards are substantially more than the federal NOL
carryforwards as a result of the exclusion of U.S. investment security and other
income for state income tax purposes.
NOTE G - 1997 STOCK OPTION PLAN
During May 1997, the stockholders of the Company approved the ACCESS ANYTIME
BANCORP, INC. 1997 STOCK OPTION AND INCENTIVE PLAN (the "Plan"). The terms of
the Plan, among other things, provide that the aggregate number of shares of
stock that may be issued under the Plan may not exceed 180,000 shares. In
connection therewith, on May 30, 1997, 50,000 stock options were issued to
various key employees and 40,000 were issued to outside directors of the
Company, all of which have an exercise price of $5.625 each.
11
<PAGE>
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NOTE H - SUBSEQUENT EVENT
As previously reported, on February 1, 1996, an Order of Dismissal was entered
by the court with respect to a certain derivative lawsuit ("Derivative Lawsuit")
which had been filed in the State District Court in Curry County, New Mexico on
May 19, 1994 and amended on November 2, 1994. The Derivative Lawsuit was filed
by two stockholders, one of whom was a former director of the Bank, alleging a
number of intentional and negligent acts and omissions in the management of the
Bank which allegedly resulted in damages and losses suffered by the Bank. The
court dismissed, with prejudice, all claims against all defendants, except a
former president, who was also chief executive officer and a director (the
"Former President") of the Bank. A dismissal with prejudice means that the
charges cannot be refiled. The court also ordered plaintiffs to pay reasonable
expenses, including attorney's fees, to the Bank's former independent auditors.
The plaintiffs appealed to the New Mexico Court of Appeals. On July 3, 1997,
the Court of Appeals affirmed the trial court's dismissal of the amended
complaint. On July 18, 1997 the plaintiffs filed a motion for rehearing in the
Court of Appeals.
With respect to the Former President, the trial court had dismissed the claims
in the Derivative Lawsuit without prejudice in order to allow the Bank to pursue
such claims in Federal Court. In May 1995, the Bank filed a lawsuit against the
Former President in the United States District Court for the District of New
Mexico. The Bank's lawsuit against the Former President has been settled, and
the lawsuit was dismissed with prejudice on July 9, 1997.
12
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FINANCIAL CONDITION
The Company sold 460,878 shares of common stock at a price of $5.25 per share in
the first and second quarters of 1997, resulting in a net increase in total
stockholders' equity of $2,255,191.
Total assets in the Company decreased by approximately $2,220,563 or 2.06% from
December 31, 1996 to June 30, 1997. The decrease in total assets was caused
primarily by a decrease in securities available-for-sale of $6.9 million and
securities held-to-maturity of $4.0 million, partially offset by increases in
loans receivable of $6.9 million and certificates of deposit of $1.2 million.
The decrease in securities available-for-sale was primarily due to sales of
securities in the amount of $5.4 million at a gain of $20,637 for the six month
period ended June 30, 1997. Management of the Bank continues to decrease
securities available-for-sale and held-to-maturity securities while increasing
the loan portfolio. Deposits decreased $2,391,917 or 2.44% and Federal Home
Loan Bank (FHLB) advances decreased by $2.7 million from December 31, 1996 to
June 30, 1997.
13
<PAGE>
CAPITAL ADEQUACY AND LIQUIDITY - BANK
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.
The following table is a reconciliation of the BANK'S capital for regulatory
purposes at June 30, 1997 as reported to the OTS.
<TABLE>
<CAPTION>
Tangible Core Risk-based
Assets capital capital capital
------------ ----------- ----------- ------------
<S> <C> <C> <C> <C>
Total assets $104,441,242
Unrealized gain on securities
available-for-sale, net (6,559)
------------
Adjusted regulatory total assets $104,434,683
------------
------------
Risk-based assets $ 46,537,000
------------
------------
Stockholders' equity $7,486,720 $7,486,720 $7,486,720
Unrealized gain on securities
available-for-sale, net (6,559) (6,559) (6,559)
General valuation allowance -- -- 490,704
---------- ----------- -----------
Regulatory capital 7,480,161 7,480,161 7,970,865
Regulatory capital required 1,566,520 3,133,040 3,722,960
---------- ---------- ----------
Excess regulatory capital $5,913,641 $4,347,121 $4,247,905
Bank's capital to adjusted ---------- ---------- ----------
---------- ---------- ----------
regulatory assets 7.16% 7.16%
Bank's capital to risk-based assets ----------- ----------
----------- ---------- 17.13%
----------
----------
</TABLE>
At June 30, 1997 and December 31, 1996, the Bank met the foregoing minimum
tangible, core and risk-based capital levels. A supervisory agreement between
the Board of Directors of the Bank and OTS required that the Bank achieve core
capital of 7% as of June 30, 1997. This requirement was met on April 30, 1997
and maintained through June 30, 1997.
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. As of June 30, 1997, the Bank had $300,000 in
borrowings at the FHLB but does not anticipate significant borrowings from the
FHLB in the foreseeable future.
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.
15
<PAGE>
RESULTS OF OPERATIONS
THREE-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED JUNE 30, 1997 AND 1996
Net interest income after provision for loan losses increased by $65,648 for the
three-month period ended June 30, 1997 compared to the three-month period ended
June 30, 1996, despite an increase in provision of loan loss of $18,618. Total
interest expense decreased by $151,256 or 12.7% which more than offset the
decrease in total interest income of $66,990 for the quarter ended June 30, 1996
compared to the prior year. The decrease in total interest income resulted from
decreases in interest income on mortgage-backed securities of $273,250 and U.S.
government agency securities of $84,760, partially offset by an increase in
interest income on loans receivable of $281,591.
Net income for the three-month period ended June 30, 1997 increased by $111,359
or 455.46% compared with the three-month period ended June 30, 1996. The
increase in net income resulted in net income per share of common stock
increasing by $.07 or 175.00% over the prior year. Professional fee expense
decreased by $113,514 for the quarter ended June 30, 1997 compared to the same
period for the prior year, which was primarily the result of a settlement with a
former officer of the Bank. This decrease in professional fees for the quarter
along with a decrease in deposit insurance premium of $26,365, partially offset
by increases in salaries and employee benefits of $38,555 and other expenses of
$50,980, resulted in a net decrease in noninterest expense of $31,904. Total
other income increased by $13,807 for the quarter ended June 30, 1997 compared
with the quarter ended June 30, 1996, primarily due to an increase in other
income from additional service charges on deposit accounts, which began in the
last quarter of 1996.
SIX-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED JUNE 30, 1997 AND 1996
Net interest income after provision for loan losses increased by $89,627 for the
six-month period ended June 30, 1997 compared to the six-month period ended June
30, 1996, net of an increase in provision of loan loss of $103,181. The
increase in net interest income is a result of the Bank's effort to increase net
interest income by changing the asset mix. Total interest income decreased by
$188,701 for the six-months ended June 30, 1997 compared to the six-months ended
June 30, 1996, and total interest expense decreased by $381,509 for the same
period resulting in an increase in total interest income before provision for
loan losses of $192,808. The decrease in total interest income resulted from an
increase in loan receivable interest income of $509,258 less decreases in
mortgage-backed interest income of $522,994 and U.S. government agency
securities of $144,967. The total interest expenses decrease was due to a lower
level of interest bearing deposits and a lower average rate paid.
Noninterest income increased by $50,113 for the six-months ended June 30, 1997
compared to the six-month period ended June 30, 1996. The increase in
noninterest income was primarily due to a $20,637 increase in net realized gains
on sales of available-for-sale securities and a $31,400 increase in other
income. Noninterest expenses decreased by $58,871 for the six months ended June
30, 1997 compared to the first six months of 1996. Noninterest expenses that
decreased in the six-month period were deposit insurance premiums, real estate
operations, and professional
16
<PAGE>
fees which decreased by $65,899, $37,656, and $117,956, respectively. The
decreases in deposit insurance premiums and real estate operations are expenses
that should generally decline in the future; however, the $117,956 decrease in
professional fees is a one-time adjustment discussed in the three-month results
of operations comparison in this Form 10-QSB. Noninterest expenses that
increased in the six-month period were salaries and employee benefits, occupancy
expenses, and other expenses of $53,282, $29,822, and $64,087, respectively.
These increases were primarily due to the opening a new loan production office,
an increase in loan volume, and the formation of the holding company in the last
half of 1996.
17
<PAGE>
PART II - OTHER INFORMATION
ITEM 2 - LEGAL PROCEEDINGS
As previously reported, on February 1, 1996, an Order of Dismissal was entered
by the court with respect to a certain derivative lawsuit ("Derivative Lawsuit")
which had been filed in the State District Court in Curry County, New Mexico on
May 19, 1994 and amended on November 2, 1994. The Derivative Lawsuit was filed
by two stockholders, one of whom was a former director of the Bank, alleging a
number of intentional and negligent acts and omissions in the management of the
Bank which allegedly resulted in damages and losses suffered by the Bank. The
court dismissed, with prejudice, all claims against all defendants, except a
former president, who was also chief executive officer and a director (the
"Former President") of the Bank. A dismissal with prejudice means that the
charges cannot be refiled. The court also ordered plaintiffs to pay reasonable
expenses, including attorney's fees, to the Bank's former independent auditors.
The plaintiffs appealed to the New Mexico Court of Appeals. On July 3, 1997,
the Court of Appeals affirmed the trial court's dismissal of the amended
complaint. On July 18, 1997 the plaintiffs filed a motion for rehearing in the
Court of Appeals.
With respect to the Former President, the trial court had dismissed the claims
in the Derivative Lawsuit without prejudice in order to allow the Bank to pursue
such claims in Federal Court. In May 1995, the Bank filed a lawsuit against the
Former President in the United States District Court for the District of New
Mexico. The Bank's lawsuit against the Former President has been settled, and
the lawsuit was dismissed with prejudice on July 9, 1997.
18
<PAGE>
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held an annual meeting of stockholders on May 30, 1997. The
following table sets forth certain information relating to each of the matters
voted upon at the meeting.
<TABLE>
<CAPTION>
Votes
--------------------------------------------------------------
Against or Broker
Matters Voted Upon For Withheld Abstentions Non-Votes
<S> <C> <C> <C> <C>
1. Election of Directors:
James Clark 866,343.7 8,163 * *
Dr. Everett Frost 805,349.7 69,157 * *
Charles Guthals 867,527.7 6,979 * *
Cornelius Higgins 867,493.7 7,013 * *
Alan Moorhead 867,493.7 7,013 * *
David Ottensmeyer 866,343.7 8,163 * *
2. Approval of the amendment to the
Certificate of Incorporation relating
to liability of directors. 855,564.7 11,060 7,882 *
3. Approval of the amendment to the Certificate
of Incorporation relating to the issuance
of stock to directors, officers and
controlling persons. 709,418.7 21,794 5,088 *
4. Approval of the "fair price" amendment to the
Certificate of Incorporation. 714,419.7 4,201 17,680 *
5. Approval of the 1997 Stock Option and
Incentive Plan. 696,403.7 22,810 11,432 *
6. Approval of the Non-Employee Director
Retainer Plan. 688,754.7 28,601 13,290 *
7. Ratification of the selection of Robinson
Burdette Martin & Cowan, L.L.P.
as independent public accountants
for the current year. 872,487.7 1,698 321 *
</TABLE>
*Not applicable or not readily available
19
<PAGE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
*3.1 Certificate of Amendment of Certificate of Incorporation and
Certificate of Incorporation of the Company
**3.2 Amended Bylaws of the Company (incorporated by reference from
the Company's Registration Statement on Form S-8, filed June
2, 1997, SEC File No. 333-28215)
**/***10.10 Non-Employee Director Retainer Plan (incorporated by
reference from the Company's Registration Statement on Form
S-8, filed June 2, 1997, SEC File No. 333-28217)
**/***10.11 1997 Stock Option and Incentive Plan (incorporated by
reference from the Company's Registration Statement on Form
S-8, filed June 2, 1997, SEC File No. 333-28215)
*11.1 Statement re computation of per share earnings
*27.1 Financial Data Schedule
* Filed herewith
** Previously Filed
*** Designates each management contract or compensatory plan or
arrangement required to be identified pursuant to Item 13(a)
of Form 10-KSB.
(b) Reports on Form 8-K.
The following subparagraphs sets forth information concerning the Form
8-K filed during the quarter ended June 30, 1997:
1. On April 11, 1997, a Form 8-K concerning the completion of its
public offering on April 8, 1997.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ACCESS ANYTIME BANCORP, INC.
Date: July 24, 1997 /s/ Norman R. Corzine
--------------------------------------------
Norman R. Corzine, Chief Executive Officer,
and Chairman of the Board of Directors
(DULY AUTHORIZED REPRESENTATIVE)
Date: July 24, 1997 /s/ Ken Huey, Jr.
--------------------------------------------
Ken Huey, Jr., President, Chief Financial
Officer and Director
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
(DULY AUTHORIZED REPRESENTATIVE)
21
<PAGE>
CERTIFICATE OF INCORPORATION
OF
ACCESS ANYTIME BANCORP, INC.
FIRST: The name of the Corporation is Access Anytime Bancorp, Inc.
(hereinafter sometimes referred to as the "Corporation").
SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of the registered agent at that
address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted
by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
FOURTH:
A. The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is ten million (10,000,000)
consisting of:
1. four million (4,000,000) shares of preferred stock, par value one
cent ($.01) per share (the "Preferred Stock"); and
2. six million (6,000,000) shares of common stock, par value one
cent ($.01) per share (the "Common Stock").
B. Except as provided in this Article Fourth (or in any Preferred
Stock Designation, as hereinafter defined) the holders of the Common Stock
shall exclusively possess all voting power. Each holder of shares of
Common Stock shall be entitled to one vote for each share held by such
holder, except as to the cumulation of votes for the election of directors.
Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock
having preference over the Common Stock as to the payment of dividends, the
full amount of dividends and of sinking fund or retirement fund or other
retirement payments, if any, to which such holders are respectively
entitled, in preference to the Common Stock, then dividends may be paid on
the Common Stock and on any class or series of stock entitled to
participate therewith as to dividends, out of any assets legally available
for the payment of dividends; but only when and as declared by the Board of
Directors.
In the event of any liquidation, dissolution or winding up of the
Corporation, the holders of the Common Stock (and the holders of any class
or series of stock entitled to participate with the Common Stock in the
distribution of assets) shall be entitled to
<PAGE>
receive, in cash or in kind, the assets of the Corporation available for
distribution remaining after: (i) payment or provision for payment of the
Corporation's debts and liabilities and (ii) distributions or provision for
distributions to holders of any class or series of stock having preference
over the Common Stock in the liquidation, dissolution, or winding up of the
Corporation. Each share of Common Stock shall have the same relative
rights as and be identical in all respects with all the other shares of
Common Stock.
C. The Board of Directors is hereby expressly authorized, subject to any
limitations prescribed by law, to provide for the issuance of the shares of
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware (such certificate being hereinafter
referred to as a "Preferred Stock Designation"), to establish from time to
time the number of shares to be included in each such series, and to fix
the designation, powers, preferences and rights of the shares of each such
series and any qualifications, limitations or restrictions thereof.
D. No shares of capital stock (including shares issuable upon conversion,
exchange or exercise of other securities) shall be issued directly or
indirectly, to officers, directors, or controlling persons of the
Corporation other than as part of a general public offering or as
qualifying shares to a director unless the issuance or the plan under which
they would be issued has been approved by a majority of the total votes
eligible to be cast at a legal meeting.
E. Nothing contained in this Article Fourth (or in any Preferred Stock
Designation) shall entitle the holders of any class of a series of capital
stock to vote as a separate class or series or to more than one vote per
share, except as to the cumulation of votes for the election of directors;
provided, that this restriction on voting separately by class or series
shall not apply:
(i) to any provision which would authorize the holders of
Preferred Stock, voting as a class or series, to elect some
members of the Board of Directors, less than a majority
thereof, in the event of default in the payment of dividends
on any class or series of Preferred Stock;
(ii) to any provision which would require the holders of Preferred
Stock, voting as a class or series, to approve the merger or
consolidation of the Corporation with another corporation or
the sale, lease or conveyance (other than by mortgage or
pledge) of properties or business in exchange for securities
of a corporation other than the Corporation if the Preferred
Stock is exchanged for securities of such other corporation;
(iii) to any amendment which would adversely change the specific
terms of any class or series of capital stock as set forth in
this Article Fourth (or in any Preferred Stock Designation),
including any amendment which would create or enlarge any
class or series ranking prior thereto in rights and
2
<PAGE>
preferences. An amendment which increases the number of
authorized shares of any class or series of capital stock, or
substitutes the surviving Corporation in a merger or
consolidation for the Corporation, shall not be considered to
be such an adverse change.
FIFTH: The name and mailing address of the incorporator is:
NAME MAILING ADDRESS
---- ---------------
First Savings Bank, F.S.B. PO Box 1569
Clovis, New Mexico 88102-1569
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors. In addition to the powers and
authority expressly conferred upon them by statute or by this Certificate of
Incorporation or the Bylaws of the Corporation, the directors are hereby
empowered to exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation. In furtherance and not in limitation of
the powers conferred by statute, the Board of Directors is expressly authorized:
(1) to make, alter or repeal the Bylaws of the Corporation.
(2) to authorize and cause to be executed mortgages and liens upon
the real and personal property of the Corporation.
(3) to set apart out of any of the funds of the Corporation
available for dividends a reserve or reserves for any proper purpose and to
abolish any such reserve in the manner in which it was created.
(4) by a majority of the whole Board of Directors, to designate
one or more committees, each committee to consist of two or more of the
directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution or in the Bylaws of the
Corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation
and may authorize the seal of the Corporation to be affixed to all papers
which may require it; provided, however, the Bylaws may provide that in the
absence or disqualification of any member of such committee or committees
the member or members thereof present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in
the place of any such absent or disqualified member.
3
<PAGE>
EIGHTH:
A. Meetings of stockholders may be held within or without the
State of Delaware, as the Bylaws may provide. The books of the Corporation
may be kept (subject to any provision contained in the statutes) outside
the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the Bylaws of the Corporation.
Elections of directors need not be by written ballot unless the Bylaws of
the Corporation shall so provide.
B. At all elections of directors of the Corporation, each holder
of stock or of any class or classes or of a series or series thereof shall
be entitled to as many votes as shall equal the number of votes which
(except for such provision as to cumulative voting) he would be entitled to
cast for the election of directors with respect to his shares of stock
multiplied by the number of directors to be elected by him, and that he may
cast all of such votes for a single director or may distribute them among
the number to be voted for, or for any two or more of them as he may see
fit.
NINTH: The number of directors shall be not less than seven nor more than
fifteen, as stated from time to time in the Bylaws; provided that a greater
number may be approved by the Board.
TENTH: The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
ELEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
TWELFTH:
A. The Corporation shall have the authority to issue fractional
shares.
B. No stockholder of the Corporation shall have any preemptive or
preferential right of subscription to any shares of any stock of the
Corporation, or to any obligations convertible into stock of the
Corporation, issued or sold, nor any right of subscription to any thereof
other than such, if any, as the Board of Directors of the Corporation in
its discretion from time to time may determine, and the Board of Directors
may issue stock of the Corporation, or obligations convertible into stock,
without offering such issue of stock, either in whole or in part, to the
stockholders of the Corporation. The acceptance of stock in the
Corporation shall be a waiver of any such preemptive or
4
<PAGE>
preferential right which in the absence of this provision might otherwise
be asserted by stockholders of the Corporation or any of them.
C. The Corporation shall be entitled to treat the person in whose
name any share is registered as the owner thereof, for all purposes, and
shall not be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person, whether or not the
Corporation shall have notice thereof, save as expressly provided by the
laws of the State of Delaware.
THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation under the laws of the State of Delaware, does make, file and record
this Certificate of Incorporation, does certify that the facts herein stated are
true, and, accordingly, has executed this Certificate of Incorporation this 27th
day of August, 1996.
FIRST SAVINGS BANK, F.S.B.
By /s/ Ken Huey
-------------------------------------
Ken Huey, Jr.
President & Chief Executive Officer
Incorporator
5
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Access Anytime Bancorp, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, at a meeting duly
held, adopted a resolution proposing and declaring advisable the following three
amendments to the Certificate of Incorporation of said corporation:
(1) Section D of Article Fourth of the Certificate of Incorporation shall
be deleted.
(2) A new Article Thirteenth shall be added to the Certificate of
Incorporation as follows:
"THIRTEENTH: A director shall not be personally liable for monetary
damages to the Corporation or its stockholders for breach of fiduciary
duty as a director except (a) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (c) under section 174 of the General
Corporation Law of the State of Delaware or any successor provision,
or (d) for any transaction from which the director derived an improper
personal benefit."
(3) A new Article Fourteenth shall be added to the Certificate of
Incorporation as follows:
"FOURTEENTH:
A. In addition to any affirmative vote required by law or
this Certificate of Incorporation, and except as otherwise expressly
provided in this Section:
1. any merger or consolidation of the Corporation or
any Subsidiary (as hereinafter defined) with (i) any
Interested Stockholder (as hereinafter defined) or (ii) any
other corporation (whether or not itself an Interested
Stockholder) which is, or after such merger or consolidation
would be, an Affiliate (as hereinafter defined) of an
Interested Stockholder; or
<PAGE>
2. any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series
of transactions) to or with any Interested Stockholder, or any
Affiliate of any Interested Stockholder, of any assets of the
Corporation or any Subsidiary having an aggregate Fair Market
Value (as hereafter defined) equaling or exceeding 25% or more
of the combined assets of the Corporation and its
Subsidiaries; or
3. the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) of
any securities of the Corporation or any Subsidiary to any
Interested Stockholder or any Affiliate of any Interested
Stockholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market
Value equaling or exceeding 25% of the combined assets of the
Corporation and its Subsidiaries except pursuant to an
employee benefit plan of the Corporation or any Subsidiary
thereof; or
4. the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation proposed by or
on behalf of any Interested Stockholder or any Affiliate of
any Interested Stockholder; or
5. any reclassification of securities (including any
reverse stock split), or recapitalization of the Corporation,
or any merger or consolidation of the Corporation with any of
its Subsidiaries or any other transaction (whether or not with
or into or otherwise involving an Interested Stockholder)
which has the effect, directly or indirectly, of increasing
the proportionate share of the outstanding shares of any class
of equity or convertible securities of the Corporation or any
Subsidiary which is directly or indirectly owned by any
Interested Stockholder or any Affiliate of any Interested
Stockholder (a "Disproportionate Transaction"); provided,
however, that no such transaction shall be deemed a
Disproportionate Transaction if the increase in the
proportionate ownership of the Interested Stockholder or
Affiliate as a result of such transaction is no greater than
the increase experienced by the other stockholders generally;
2
<PAGE>
shall require the affirmative vote of the holders of at least 80% of the
voting power of the then-outstanding shares of stock of the Corporation
entitled to vote in the election of directors (the "Voting Stock,"), voting
together as a single class. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or by any other provisions of this
Certificate of Incorporation or any Preferred Stock Designation or in any
agreement with any national securities exchange or quotation system or
otherwise.
The term "Business Combination" as used in this Article Fourteenth shall
mean any transaction which is referred to in any one or more of paragraphs
1 through 5 of Section A of this Article Fourteenth.
B. The provisions of Section A of this Article Fourteenth shall
not be applicable to any particular Business Combination, and such Business
Combination shall require only the affirmative vote of the majority of the
outstanding shares of capital stock entitled to vote, or such vote as is
required by law or by this Certificate of Incorporation, if, in the case of
any Business Combination that does not involve any cash or other
consideration being received by the stockholders of the Corporation solely
in their capacity as stockholders of the Corporation, the condition
specified in the following paragraph 1 is met or, in the case of any other
Business Combination, all of the conditions specified in either of the
following paragraphs 1 and 2 are met:
1. The Business Combination shall have been approved by a
majority of the Disinterested Directors (as hereinafter defined).
2. All of the following conditions shall have been met:
(a) The aggregate amount of the cash and the Fair
Market Value as of the date of the consummation of the
Business Combination of consideration other than cash to be
received per share by the holders of Common Stock in such
Business Combination shall at least be equal to the higher of
the following:
I. (if applicable) the Highest Per Share Price,
including any brokerage commissions, transfer taxes and
soliciting dealers' fees,
3
<PAGE>
paid by the Interested Stockholder or any of its
Affiliates for any shares of Common Stock acquired
by it (X) within the two-year period immediately
prior to the first public announcement of the
proposal of the Business Combination (the
"Announcement Date"), or (Y) in the transaction
in which it became an Interested Stockholder,
whichever is higher.
II. the Fair Market Value per share of Common
Stock on the Announcement Date or on the date on
which the Interested Stockholder became an
Interested Stockholder (such latter date is
referred to in this Article Fourteenth as the
"Determination Date"), whichever is higher.
(b) The aggregate amount of the cash and the
Market Value as of the date of the consummation of the
Business Combination of consideration other than cash
to be received per share by holders of shares of any
class of outstanding Voting Stock other than Common
Stock shall be at least equal to the highest of the
following (it being intended that the requirement of
this subparagraph (b) shall be required to be met with
respect to every such class of outstanding Voting
Stock, whether or not the Interested Stockholder has
previously acquired any shares of a particular class of
Voting Stock):
I. (if applicable) the Highest Per Share Price
(as hereinafter defined) including any brokerage
commissions, transfer taxes and soliciting
dealers' fees, paid by the Interested Stockholder
for any shares of such class of Voting Stock
acquired by it (X) within the two-year period
immediately prior to the Announcement Date, or (Y)
in the transaction in which it became an
Interested Stockholder, whichever is higher;
II. (if applicable) the highest preferential
amount per share to which holders of shares
4
<PAGE>
of such class of Voting Stock are entitled in the
event of voluntary or involuntary liquidation,
dissolution or winding up of the Corporation;
III. the Fair Market Value per share of such class
of voting stock on the Announcement Date or on the
Determination Date, whichever is higher.
(c) The consideration to be received by holders
of a particular class of outstanding Voting Stock
(including Common Stock) shall be in cash or in the
same form as the Interested Stockholder has previously
paid for shares of such class of Voting Stock. If the
Interested Stockholder has paid for shares of any class
of Voting Stock with varying forms of consideration,
the form of consideration to be received per share by
holders of shares of such class of Voting Stock shall
be either cash or the form used to acquire the largest
number of shares of such class of Voting Stock
previously acquired by the Interested Stockholder. The
price determined in accordance with subparagraph B.2 of
this Article Fourteenth shall be subject to appropriate
adjustment in the event of any stock dividend, stock
split, combination of shares or similar event.
(d) After such Interested Stockholder has become
an Interested Stockholder and prior to the consummation
of such Business Combination; (i) except as approved by
a majority of the Disinterested Directors, there shall
have been no failure to declare and pay at the regular
date therefor any full quarterly dividends (whether or
not cumulative) on any outstanding stock having
preference over the Common Stock as to dividends or
liquidation; (ii) there shall have been (X) no
reduction in the annual rate of dividends paid on the
Common Stock (except as necessary to reflect any
subdivision of the Common Stock), except as approved by
a majority of the Disinterested Directors, and (Y) an
increase in such annual rate of dividends as necessary
to reflect any reclassification (including any reverse
stock split), recapitalization,
5
<PAGE>
reorganization or any similar transaction which has the
effect of reducing the number of outstanding shares of
Common Stock, unless the failure to so increase such
annual rate is approved by a majority of the
Disinterested Directors; and (iii) neither such
Interested Stockholder nor any of its Affiliates shall
have become the beneficial owner of any additional
shares of Voting Stock except as part of the
transaction which results in such Interested
Stockholder becoming an Interested Stockholder.
(e) After such Interested Stockholder has become
an Interested Stockholder, such Interested Stockholder
shall not have received the benefit, directly or
indirectly (except proportionately as a stockholder),
of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax
advantages provided by the Corporation, whether in
anticipation of or in connection with such Business
Combination or otherwise.
(f) A proxy or information statement describing
the proposed Business Combination and complying with
the requirements of the Securities Exchange Act of 1934
and the rules and regulations thereunder (or any
subsequent provisions replacing such Act, rules or
regulations) shall be mailed to stockholders of the
Corporation at least 30 days prior to the consummation
of such Business Combination (whether or not such proxy
or information statement is required to be mailed
pursuant to such Act or subsequent provisions).
C. For the purposes of this Article Fourteenth:
1. A "Person" shall include an individual, a group
acting in concert, a corporation, a partnership, an association, a
joint venture, a pool, a joint stock company, a trust, an
unincorporated organization or similar company, a syndicate or any
other group formed for the purpose of acquiring, holding or disposing
of securities.
6
<PAGE>
2. "Interested Stockholder" shall mean any Person
(other than the Corporation or any holding company or Subsidiary
thereof) who or which:
(a) is the beneficial owner, directly or
indirectly, of more than 10% of the voting power of the
outstanding Voting Stock; or
(b) is an Affiliate of the Corporation and at any
time within the two-year period immediately prior to
the date in question was the beneficial owner, directly
or indirectly, of 10% or more of the voting power of
the then-outstanding Voting Stock; or
(c) is an assignee of or has otherwise succeeded
to any shares of Voting Stock which were at any time
within the two-year period immediately prior to the
date in question beneficially owned by any Interested
Stockholder, if such assignment or succession shall
have occurred in the course of a transaction or series
of transactions not involving a public offering within
the meaning of the Securities Act of 1933.
3. A Person shall be a "beneficial owner" of any
Voting Stock:
(a) which such Person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns,
directly or indirectly, within the meaning of Rule 13d-
3 under the Securities Exchange Act of 1934, as in
effect on December 31, 1996; or
(b) which such Person or any of its Affiliates or
Associates has (i) the right to acquire (whether such
right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement
or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or
otherwise, or (ii) the right to vote pursuant to any
agreement, arrangement or understanding (but neither
such Person nor any such Affiliate or Associate shall
be deemed to be the
7
<PAGE>
beneficial owner of any shares of Voting Stock solely
by reason of a revocable proxy granted for a particular
meeting of stockholders, pursuant to a public
solicitation of proxies for such meeting, and with
respect to which shares neither such Person nor any
such Affiliate or Associate is otherwise deemed the
beneficial owner); or
(c) which are beneficially owned, directly or
indirectly, within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as in effect on
December 31, 1996, by any other Person with which such
Person or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the
purposes of acquiring, holding, voting (other than
solely by reason of a revocable proxy as described in
Subparagraph (b) of this Paragraph 3) or in disposing
of any shares of Voting Stock;
provided, however, that, in the case of any employee stock ownership
or similar plan of the Corporation or of any Subsidiary in which the
beneficiaries thereof possess the right to vote any shares of Voting
Stock held by such plan, no such plan nor any trustee with respect
thereto (nor any Affiliate of such trustee), solely by reason of such
capacity of such trustee, shall be deemed, for any purposes hereof, to
beneficially own any shares of Voting Stock held under any such plan.
4. For the purpose of determining whether a Person is
an Interested Stockholder pursuant to Paragraph 2 of this Section C,
the number of shares of Voting Stock deemed to be outstanding shall
include shares deemed owned through application of Paragraph 3 of this
Section C but shall not include any other shares of Voting Stock which
may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.
5. "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule l2b-2 of the
General Rules and Regulations under the Securities Exchange Act of
1934, as in effect on December 31, 1996.
6. "Subsidiary" means any corporation of which a
majority of any class of equity security is owned, directly or
8
<PAGE>
indirectly, by the Corporation; PROVIDED, HOWEVER, that for the
purposes of the definition of Interested Stockholder set forth in
Paragraph 2 of this Section C, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity security is
owned, directly or indirectly, by the Corporation.
7. "Disinterested Director" means any member of the
Board of Directors who is unaffiliated with the Interested Stockholder
and was a member of the Board of Directors prior to the time that the
Interested Stockholder became an Interested Stockholder, and any
director who is thereafter chosen to fill any vacancy on the Board of
Directors or who is elected and who, in either event, is unaffiliated
with the Interested Stockholder, and in connection with his or her
initial assumption of office is recommended for appointment or
election by a majority of Disinterested Directors then on the Board of
Directors.
8. "Fair Market Value" means: (a) in the case of
stock, the highest closing sales price of the stock during the 30-day
period immediately preceding the date in question of a share of such
stock of the National Association of Securities Dealers Automated
Quotations ("NASDAQ") System or any system then in use, or, if such
stock is admitted to trading on a principal United States securities
exchange registered under the Securities Exchange Act of 1934, Fair
Market Value shall be the highest sale price reported during the 30-
day period preceding the date in question, or, if no such quotations
are available, the Fair Market Value on the date in question of a
share of such stock as determined by the Board of Directors in good
faith, in each case with respect to any class of stock, appropriately
adjusted for any dividend or distribution in shares of such stock or
in combination or reclassification of outstanding shares of such stock
into a smaller number of shares of such stock, and (b) in the case of
property other than cash or stock, the Fair Market Value of such
property on the date in question as determined by the Board of
Directors in good faith.
9. Reference to "Highest Per Share Price" shall in each
case with respect to any class of stock reflect an appropriate
adjustment for any dividend or distribution in shares of such stock or
any stock split or reclassification of outstanding shares of such
stock into a greater number of shares of such stock or any combination
or reclassification of outstanding shares of such stock into a smaller
number of shares of such stock.
9
<PAGE>
10. In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than cash to be
received" as used in Subparagraphs (a) and (b) of Paragraph 2 of
Section B of this Article Fourteenth shall include the shares of
Common Stock and/or the shares of any other class of outstanding
Voting Stock retained by the holders of such shares.
D. A majority of the Disinterested Directors of the
Corporation shall have the power and duty to determine for the
purposes of this Article Fourteenth, on the basis of information known
to them after reasonable inquiry, (a) whether a person is an
Interested Stockholder; (b) the number of shares of Voting Stock
beneficially owned by any person; (c) whether a person is an Affiliate
or Associate of another; and (d) whether the assets which are the
subject of any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the Corporation
or any Subsidiary in any Business Combination has, an aggregate Fair
Market Value equaling or exceeding 25% of the combined assets of the
Corporation and its Subsidiaries. A majority of the Disinterested
Directors shall have the further power to interpret all of the terms
and provisions of this Article Fourteenth.
E. Nothing contained in this Article Fourteenth shall be
construed to relieve any Interested Stockholder from any fiduciary
obligation imposed by law.
F. Notwithstanding any other provisions of this
Certificate of Incorporation or any provision of law which might
otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of
the Voting Stock required by law, this Certificate of Incorporation or
any Preferred Stock Designation, the affirmative vote of the holders
of at least 80% of the voting power of all of the then-outstanding
shares of the Voting Stock, voting together as a single class, shall
be required to alter, amend, change or repeal, or adopt any provisions
inconsistent with, this Article Fourteenth; provided, however, that
the foregoing provisions of this subparagraph F shall not apply to,
and such vote shall not be required for, any such amendment,
alteration, change, repeal or adoption approved by a majority of the
Disinterested Directors, and any such amendment, alteration, change,
repeal or adoption so approved shall require only such vote, if any,
as is required by law, any other provision of the Certificate of
Incorporation or the By-Laws of the Corporation."
10
<PAGE>
SECOND: That at a meeting of stockholders duly called and held on May 30,
1997, the stockholders approved said amendments in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
THIRD: That the aforesaid amendments were duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, said Access Anytime Bancorp, Inc. has caused this
certificate to be signed by N. R.. Corzine, its Chairman of the Board of
Directors and Chief Executive Officer this 30th day of May, 1997.
ACCESS ANYTIME BANCORP, INC.
By /s/ Norm Corzine
------------------------------------
N.R. Corzine
Chairman of the Board of Directors
and Chief Executive Officer
11
<PAGE>
EXHIBIT 11.1
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Six months ended Three months ended
June 30, 1997 June 30, 1997
---------------- ------------------
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
Net income $ 246,516 $ 135,809
----------- -----------
----------- -----------
Shares:
Weighted average number of shares outstanding 1,043,546 1,189,502
Add- Dilutive effect of unissued shares for directors in
lieu of cash compensation 92 184
Dilutive effect of outstanding stock options 954 156
----------- -----------
1,046 340
----------- -----------
Weighted average number of shares outstanding,
as adjusted 1,044,592 1,189,842
----------- -----------
Net income per share: primary $ 0.2360 (a) $ 0.1141 (a)
----------- -----------
----------- -----------
ASSUMING FULL DILUTION:
Net income $ 246,516 $ 135,809
----------- -----------
----------- -----------
Shares:
Weighted average number of shares outstanding 1,043,546 1,189,502
Add- Dilutive effect of unissued shares for directors in
lieu of cash compensation 92 184
Dilutive effect of outstanding stock options 1,758 2,561
----------- -----------
1,850 2,745
----------- -----------
Weighted average number of shares outstanding,
as adjusted 1,045,396 1,192,247
----------- -----------
----------- -----------
Net income per share: assuming full dilution $ 0.2358 (a) $ 0.1139 (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%.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1997 AND RELATED
STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE SIX MONTH PERIOD ENDING
JUNE 30, 1997 OF ACCESS ANYTIME BANCORP, INC. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,115
<INT-BEARING-DEPOSITS> 1,580
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 518
<INVESTMENTS-CARRYING> 25,150
<INVESTMENTS-MARKET> 16,695
<LOANS> 52,469
<ALLOWANCE> 491
<TOTAL-ASSETS> 104,653
<DEPOSITS> 95,772
<SHORT-TERM> 300
<LIABILITIES-OTHER> 785
<LONG-TERM> 0
0
0
<COMMON> 12
<OTHER-SE> 7,784
<TOTAL-LIABILITIES-AND-EQUITY> 104,653
<INTEREST-LOAN> 2,118
<INTEREST-INVEST> 1,353
<INTEREST-OTHER> 130
<INTEREST-TOTAL> 3,601
<INTEREST-DEPOSIT> 2,074
<INTEREST-EXPENSE> 2,087
<INTEREST-INCOME-NET> 1,514
<LOAN-LOSSES> 67
<SECURITIES-GAINS> 21
<EXPENSE-OTHER> 1,639
<INCOME-PRETAX> 247
<INCOME-PRE-EXTRAORDINARY> 247
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 247
<EPS-PRIMARY> .24
<EPS-DILUTED> .24
<YIELD-ACTUAL> 7.17
<LOANS-NON> 93
<LOANS-PAST> 0
<LOANS-TROUBLED> 1,533
<LOANS-PROBLEM> 93
<ALLOWANCE-OPEN> 429
<CHARGE-OFFS> 15
<RECOVERIES> 10
<ALLOWANCE-CLOSE> 491
<ALLOWANCE-DOMESTIC> 491
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
