<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended Commission File Number:
June 30, 2000 0-24113
ROCKDALE NATIONAL BANCSHARES, INC.
--------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Georgia 58-2292563
--------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 82030, Conyers, Georgia 30013
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (770) 785-7880
------------------------------------------------------
Not Applicable
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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
------------ -----------
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Common Stock, $1.00 Par Value 676,188
--------------------------------------- ---------------------------------
Class Outstanding as of August 10, 2000
Transitional Small Business Disclosure Format:
Yes No X
------------ -----------
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
------ --------------------
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Balance Sheet
<TABLE>
<CAPTION>
June 30, 2000 December 31,
(Unaudited) 1999
------------- ------------
<S> <C> <C>
ASSETS
------
Cash and due from banks.......................................... $ 4,386,287 $ 3,389,459
Federal funds sold............................................... 5,090,000 1,450,000
Investment securities available for sale,
at market value....................................... 10,191,241 10,217,921
Other investments................................................ 305,000 305,000
Loans, net of allowance for loan losses of $658,421
at June 30, 2000 and $531,024 at December 31, 1999.... 43,767,576 40,884,119
Premises and equipment, net...................................... 3,036,801 3,119,418
Accrued interest receivable...................................... 433,909 406,245
Other real estate owned.......................................... 282,728 0
Other assets..................................................... 122,845 547,052
----------- -----------
Total assets........................................... $67,616,387 $60,319,214
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Deposits
Noninterest-bearing demand................................. $ 9,478,943 $11,162,952
Interest-bearing demand and money market................... 25,984,022 16,909,820
Savings.................................................... 1,302,194 1,393,257
Time deposits of $100,000 or more.......................... 6,647,651 6,295,089
Other time deposits........................................ 15,678,320 16,471,710
----------- -----------
Total deposits......................................... 59,091,130 52,232,828
Accrued interest payable......................................... 57,939 66,271
Other liabilities................................................ 105,314 105,150
Other borrowings................................................. 2,500,000 2,500,000
----------- -----------
Total liabilities...................................... $61,754,383 $54,904,249
=========== ===========
Shareholders' Equity:
Common stock, $1.00 par value,
10,000,000 shares authorized,
676,188 shares issued and outstanding..................... 676,188 676,188
Surplus.......................................................... 6,051,196 6,051,196
Retained earnings (deficit)...................................... (520,018) (957,005)
Unrealized loss on investment securities available for sale...... (345,362) (355,414)
----------- -----------
Total Shareholders' Equity............................. 5,862,004 5,414,965
Total Liabilities and
Shareholders' Equity............................... $67,616,387 $60,319,214
=========== ===========
</TABLE>
Refer to notes to the unaudited consolidated financial statements.
2
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Income
For the Three Months and Six Months Ended
June 30, 2000 and June 30, 1999
<TABLE>
<CAPTION>
For the Three Months For the Six Months
ended June 30, ended June 30,
--------------------- -----------------------
2000 1999 2000 1999
---------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Interest income
Loans, including fees........................... $1,048,241 $567,579 $2,053,110 $1,001,522
Investment securities:
U.S. Government agencies and corporations... 154,788 144,853 308,047 284,088
Other investments........................... 7,797 890 15,005 6,290
Federal funds sold.............................. 74,294 15,388 128,215 65,611
---------- -------- ---------- ----------
Total interest income....................... 1,285,120 728,710 2,504,377 1,357,511
---------- -------- ---------- ----------
Interest expense
Interest bearing demand and money market........ 212,996 141,381 383,208 279,123
Savings......................................... 7,691 5,236 15,956 10,433
Time deposits of $100,000 or more............... 66,252 47,802 158,325 94,404
Other time deposits............................. 251,918 94,533 483,558 145,604
Federal Home Loan Bank Advances................. 42,656 0 77,667 0
Federal funds purchased......................... 0 3,522 13 3,522
---------- -------- ---------- ----------
Total interest expense.......................... 581,513 292,474 1,118,727 533,086
---------- -------- ---------- ----------
Net interest income............................. 703,607 436,236 1,385,650 824,425
Provision for possible loan losses................. 87,430 101,452 119,392 166,320
---------- -------- ---------- ----------
Net interest income after provision
for possible loan losses........................ 616,177 334,784 1,266,258 658,105
---------- -------- ---------- ----------
Other income
Service charges on deposit accounts............. 104,411 58,260 195,303 99,768
Investment securities gains, net................ 0 0 0 462
Other income.................................... 29,441 20,212 51,079 30,068
---------- -------- ---------- ----------
Total other income......................... 133,852 78,472 246,382 130,298
---------- -------- ---------- ----------
Other expense
Salaries and other compensation................. 206,857 188,180 390,322 339,203
Employee benefits............................... 52,567 40,341 101,592 71,227
Net occupancy and equipment expense............. 97,023 75,917 190,953 141,388
Professional and other outside services......... 81,003 89,804 149,287 163,781
Other expense................................... 125,010 107,664 243,499 191,312
---------- -------- ---------- ----------
Total other expenses....................... 562,460 501,906 1,075,653 906,911
---------- -------- ---------- ----------
Income (loss) before taxes......................... 187,569 (88,650) 436,987 (118,508)
Income taxes....................................... 0 0 0 0
---------- -------- ---------- ----------
Income (loss)...................................... $ 187,569 $(88,650) $ 436,987 $ (118,508)
========== ======== ========== ==========
Basic income (loss) per share...................... $0.28 $(0.13) $0.65 $(0.18)
========== ======== ========== ==========
Diluted income (loss) per share.................... $0.25 $(0.13) $0.58 $(0.18)
========== ======== ========== ==========
</TABLE>
Refer to notes to the unaudited consolidated financial statements.
3
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the Six Months Ended
June 30, 2000 and June 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months
ended June 30,
---------------------------
2000 1999
----------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)......................................................... $ 436,987 $ (118,508)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Net amortization of investment
securities............................................................. 19,785 32,797
Depreciation and amortization of premises
and equipment......................................................... 100,855 58,713
Provision for loan losses............................................... 119,392 166,320
(Increases) decreases in other real estate owned........................ (282,728) 0
(Increases) decreases in other assets................................... 424,207 (36,185)
(Increases) decreases in accrued interest
receivable........................................................... (27,664) (129,801)
Increases (decreases) in accrued interest payable....................... (8,332) 19,646
Increases (decreases) in other liabilities.............................. 164 22,886
----------- ------------
Net cash provided from operating
activities................................................... 782,666 15,868
----------- ------------
Cash flows from investing activities:
Purchases of investment securities
available for sale..................................................... - (3,317,658)
Purchase of FHLB stock.................................................... - (100,700)
Calls of investment securities available for sale......................... - 1,799,537
Maturities of investment securities available for sale.................... 16,947 50,130
Loans originated, net of principal repayments............................. (3,002,849) (12,025,976)
Purchases of premises and equipment....................................... (18,238) (1,278,902)
----------- ------------
Net cash used by investing activities......................... (3,004,140) (14,373,569)
----------- ------------
Cash flows from financing activities:
Increase in deposits...................................................... 6,858,302 9,608,822
Increase in federal funds purchased....................................... - 1,360,000
----------- ------------
Net cash provided from financing
activities.................................................. 6,858,302 10,968,822
----------- ------------
Net increase in cash and cash equivalents.................................... 4,636,828 (3,388,879)
Cash and cash equivalents,
beginning of period....................................................... 4,839,459 5,939,184
----------- ------------
Cash and cash equivalents,
end of period............................................................. $ 9,476,287 $ 2,550,305
=========== ============
</TABLE>
Refer to notes to the unaudited consolidated financial statements.
4
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
June 30, 2000
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-QSB. Accordingly,
they do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the six-month period ended June 30, 2000 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2000. For further information, refer to the financial statements and footnotes
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 1999.
Note 2 - Loans
Loans are reported at the gross amount outstanding, reduced by the net
deferred loan fees and a valuation allowance for loan losses. Interest Income
is recognized over the terms of the loans based on the unpaid daily principal
amount outstanding. If the collectibility of interest appears doubtful, the
accrual thereof is discontinued. Loan organization fees, net of direct loan
origination costs, are deferred and recognized as income over the life of the
loan on a level-yield basis.
Major classifications of loans are as follows:
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
-------------- ------------------
<S> <C> <C>
Commercial, financial and agricultural $ 5,100,340 $ 5,634,000
Real estate - construction 12,988,661 12,093,000
Real estate - mortgage 23,260,854 20,882,000
Installment & simple interest 3,161,554 2,899,000
----------- -----------
Total loans $44,511,409 $41,508,000
Deferred loan fees (85,412) (93,000)
----------- -----------
Total loans, net of deferred fees $44,425,997 $41,415,000
=========== ===========
</TABLE>
During the quarter ended June 30, 2000, there were $9,456 in charge offs,
$17,461 in recoveries and no nonperforming loans.
Note 3 - Earnings Per Share
Basic and diluted loss per share are based on 676,188 weighted average
shares outstanding for the quarters ended June 30, 2000 and June 30, 1999.
There were 65,031 and 81,662 potential weighted common shares outstanding at
June 30, 1999 and June 30, 2000, respectively, related to common stock options.
For
5
<PAGE>
1999, these shares were not included in the computation of the diluted loss
per share amount because the Company was in a net loss position and, thus, any
potential common shares were anti-dilutive.
Note 4 - New Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 133 (SFAS 133) "Accounting for Derivative Instruments
and Hedging Activities." SFAS 133 is effective for fiscal years beginning after
June 15, 2000. Under SFAS 133, a company will recognize all free-standing
derivative instruments in the statement of financial position as either assets
or liabilities and will measure them at fair value. The difference between a
derivative's previous carrying amount and its fair value shall be reported as a
transition adjustment presented in net income or other comprehensive income, as
appropriate, in a manner similar to the cumulative effect of a change in
accounting principle. This statement, also determines the accounting for the
change in fair value of a derivative, depending on the intended use of the
derivative and resulting designation. The adoption of SFAS 133 is not expected
to have a significant impact on the consolidated financial condition or results
of operations of the Company.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
------ ---------------------------------------------------------------
Results of Operations
---------------------
Rockdale National Bancshares, Inc. (the "Company") was incorporated in
Georgia on February 13, 1997 to become a bank holding company and to own and
control all of the outstanding shares of a de novo bank, Rockdale National Bank,
Conyers, Georgia (the "Bank"). In a public offering conducted during 1997, the
Company sold and issued 676,188 shares of $1.00 par value common stock at $10.00
per share. Proceeds from the stock offering amounted to $6,736,384, net of
selling expenses. The Company purchased 100% of the Bank's common stock by
injecting $6.0 million into the Bank's capital accounts immediately prior to
commencement of banking operations on October 14, 1997.
Financial Condition
-------------------
Management continuously monitors the financial condition of the Bank in
order to protect depositors, increase retained earnings and protect current and
future earnings. Further discussion of significant items affecting the Bank's
financial condition are discussed in detail below.
Total assets increased by $7,297,173 from $60,319,214 at December 31, 1999
to $67,616,387 at June 30, 2000. Gross loans increased by $3,010,854 from
$41,415,143 at December 31, 1999 to $44,425,997 at June 30, 2000. Federal
Funds sold increased by $3,640,000 from $1,450,000 at December 31, 1999 to
$5,090,000 at June 30, 2000. Investments decreased $26,680 from $10,217,921 at
December 31, 1999 to $10,191,241 during the first half of the fiscal year.
Deposits increased by $6,858,302 from $52,232,828 at December 31, 1999 to
$59,091,130 at June 30, 2000. Noninterest bearing deposits decreased by
$1,684,009 from $11,162,952 at December 31, 1999 to $9,478,943 at June 30,
2000. Interest bearing demand deposits and money market accounts increased by
$9,074,202 to $25,984,022 at June 30, 2000. It is management's opinion that the
Bank maintains competitive deposit rates while exercising prudent strategies in
competing with local institutions.
At June 30, 2000, the Bank's equity was 8.67% of its assets, a decrease
from 8.98% at December 31, 1999. The Bank's loan to deposit ratio decreased
from 78.3% to 74.1%. Approximately 37.8% of the Bank's deposits were in IRAs
and certificates of deposit at June 30, 2000. At year end, IRAs and
certificates of deposit were 43.59% of total deposits.
The Bank maintains federal funds lines totaling $4,000,000 with three
regional banks in an effort to support short term liquidity and offset interest
rate risk in the loan or investment portfolio. The Bank is a member of the
Federal Home Loan Bank and is eligible to apply for term advances.
Asset Quality
-------------
A major key to long-term earnings growth is the maintenance of a high-
quality loan portfolio. The Bank's directive in this regard is carried out
through its policies and procedures for extending credit to the Bank's
customers. The goal and result of these policies and procedures is to provide a
sound basis for new credit extensions and an early recognition of problem assets
to allow the most flexibility in their timely disposition.
Additions to the allowance for loan losses will be made periodically to
maintain the allowance at an appropriate level based upon management's analysis
of potential risk in the loan portfolio. The amount of the loan loss provision
is determined by an evaluation of the level of loans outstanding, the level of
non-performing loans, historical loan loss experience, delinquency trends, the
amount of actual losses charged to the allowance in a given period, and
assessment of present and anticipated economic conditions.
7
<PAGE>
At December 31, 1999, the allowance for loan losses amounted to $531,024.
By June 30, 2000, the allowance had increased to $658,421. The allowance for
loan losses, as a percentage of total gross loans, increased from 1.28% to 1.48%
of total gross loans during the six-month period ended June 30, 2000. The Bank
has elected to increase its loan loss reserve during the second quarter
primarily as a result of rising interest rates, which may negatively impact the
economy and ultimately may impact a borrower's ability to repay its loan. In
addition, the Bank's loan portfolio is maturing, and as a result, the Bank
anticipates possible increases in past due loans, non-performing loans and
actual losses. In the second quarter of 2000, the Bank has experienced slightly
more charge-offs and had $282,727 in OREO at the quarter end. As the higher
reserve is similar to the levels of the Bank's peer group, management feels the
increased reserve is at an appropriate level based on the above factors.
However, there can be no assurance that charge-offs in future periods will not
exceed the allowance for loan losses or that additional provisions will not be
required.
Liquidity and Sources of Capital
--------------------------------
Liquidity is the Company's ability to meet all deposit withdrawals
immediately, while also providing for the credit needs of customers. The
financial statements, as of June 30, 2000, evidence a satisfactory liquidity
position as total cash and cash equivalents amounted to $9,476,287, representing
14.0% of total assets. Investment securities amounted to $10,191,241,
representing 15.1% of total assets; the unpledged securities provide a secondary
source of liquidity since they can be converted into cash in a timely manner.
Note that the Company's ability to maintain and expand its deposit base and
borrowing capabilities is a source of liquidity. For the six-month period ended
June 30, 2000, total deposits increased from $52.2 million at December 31, 1999
to $59.1 million, representing an annualized increase of 26.3%. The Company's
management closely monitors and maintains appropriate levels of interest earning
assets and interest bearing liabilities so that maturities of assets are such
that adequate funds are provided to meet customer withdrawals and loan demand.
There are no trends, demands, commitments, events or uncertainties that will
result in, or are reasonably likely to result in, the Company's liquidity
increasing or decreasing in any material way.
Management is committed to maintaining capital at a level sufficient to
protect depositors, provide for reasonable growth, and fully comply with all
regulatory requirements.
The table below illustrates the Bank's and the Company's regulatory capital
ratios at June 30, 2000:
<TABLE>
<CAPTION>
Minimum
June 30, regulatory
Bank 2000 requirement
---- -------- -----------
<S> <C> <C>
Tier 1 Capital 11.4% 4.0%
Tier 2 Capital 1.3% - %
---- ---
Total risk-based capital ratio 12.7% 8.0%
==== ===
Leverage ratio 9.0% 3.0%
==== ===
Company - Consolidated
----------------------
Tier 1 Capital 12.2% 4.0%
Tier 2 Capital 1.3% - %
---- ---
Total risk-based capital ratio 13.5% 8.0%
==== ===
Leverage ratio 9.9% 3.0%
==== ===
</TABLE>
The Company and the Bank currently meet the regulatory criteria to be
classified as "well capitalized" under the banking regulations.
8
<PAGE>
Results Of Operations
---------------------
Net income for the three-month period ended June 30, 2000 amounted to
$187,569, or $0.28 per share, compared to a loss of $(88,650), or $(0.13) per
share, for the three-month period ended June 30, 1999. Net income for the six-
month period ended June 30, 2000 amounted to $436,987, or $0.65 per share
compared to a loss of $(118,508) or $(0.18) per share for the same period in
1999. The following is a brief discussion of the more significant components of
net income.
a. Net interest income represents the difference between interest earned on
interest bearing assets and interest paid on interest bearing
liabilities. The following table presents the main components of
interest bearing assets and interest bearing liabilities. Net interest
income increased by $267,371 from $436,236 for the three months ended
June 30, 1999 to $703,607 for the three months ended June 30, 2000.
Yield on earning assets increased to 8.78% for the second quarter of
2000 from 8.49% for the second quarter of 1999. Net interest income
increased by $561,225 from $824,425 for the six months ended June 30,
1999 to $1,385,650 for the six months ended June 30, 2000.
<TABLE>
<CAPTION>
Yield/ Yield/
Interest Interest Cost at Cost at
Earning Assets/ Average Income/ June 30, March 31,
Bearing Liabilities Balance Cost 2000 2000
--------------------------- ------------ ----------- --------- ----------
<S> <C> <C> <C> <C>
Due from FHLB $ 166,184 $ 2,467 5.94% 5.92%
Federal funds sold 4,842,527 74,294 6.14% 5.68%
Securities 10,153,336 154,788 6.10% 6.04%
Other investments 305,000 5,330 6.99% 6.41%
Loans 43,107,383 1,048,241 9.73% 9.59%
----------- ---------- ---- ----
Total $58,574,430 $1,285,120 8.78% 8.66%
=========== ========== ==== ====
Federal funds purchased - - 0.00% 0.00%
Federal home loan bank
advances 2,500,000 42,656 6.82% 5.60%
Deposits 48,137,669 538,857 4.48% 4.52%
----------- ---------- ---- ----
Total $50,637,669 $ 581,513 4.59% 4.58%
=========== ========== ---- ----
Net interest income $ 703,607 4.18% 4.08%
========== ==== ====
Net interest margin 4.80% 4.84%
==== ====
</TABLE>
b. Other income for the three-month and six-month periods ended June 30,
2000 amounted to $133,852 and $246,382, respectively, compared to
$78,472 and $130,298 for the same periods in 1999. On an annualized
basis, these amounts represent 0.8% and 0.8% of total average assets for
the three-month and six-month periods ended June 30, 2000. Of these
amounts, $104,411 and $195,303, respectively, were comprised of service
charges. These figures are relatively low because, in order to attract
new banking relationships, the Bank's
9
<PAGE>
fee structure and charges are low when compared to other banks. The
above fees and charges may increase in the future.
c. Operating expenses for the three-month and six-month periods ended June
30, 2000 amounted to $562,460 and $1,075,653, respectively, compared to
$501,906 and $906,911 for the same periods in 1999. On an annualized
basis, these amounts represent 3.5% and 3.4% of total average assets. In
the future this percentage may increase due to costs and expenses
associated with the Bank's growth. The efficiency ratios for the three-
month and six-month periods ended June 30, 2000 were 63.35 and 63.71,
respectively, compared to 84.52 and 90.94 for the same periods in 1999.
Salaries and other compensation expenses increased in the second quarter
of 2000 due to annual salary increases and the addition of another loan
officer. Professional and other outside services expenses increased in
the second quarter of 2000 due to an increase in accounting and auditing
and legal expenses.
d. The Bank has operated at a cumulative loss since inception and therefore
it has no income tax expense.
The Company is not aware of any current recommendation by the regulatory
authorities which, if they were to be implemented, would have a material effect
on the Company's liquidity, capital resources, or results of operations.
Cautionary Note Regarding Forward-Looking Statements
----------------------------------------------------
The Company may, from time to time, make written or oral forward-looking
statements, including statements contained in the Company's filings with the
Securities and Exchange Commission (the "Commission") and its reports to
stockholders. Such forward-looking statements are made based on management's
belief as well as assumptions made by, and information currently available to,
management pursuant to "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The Company's actual results may differ
materially from the results anticipated in these forward-looking statements due
to a variety of factors, including governmental monetary and fiscal policies,
deposit levels, loan demand, loan collateral values, securities portfolio values
and interest rate risk management; the effects of competition in the banking
business from other commercial banks, savings and loan associations, mortgage
banking firms, consumer finance companies, credit unions, securities brokerage
firms, insurance companies, money market mutual funds and other financial
institutions operating in the Company's market area and elsewhere, including
institutions operating through the Internet; changes in government regulations
relating to the banking industry, including regulations relating to branching
and acquisitions; failure of assumptions underlying the establishment of
allowances for loan losses, including the value of collateral underlying
delinquent loans, and other factors. The Company cautions that such factors are
not exclusive. The Company does not undertake to update any forward-looking
statements that may be made from time to time by, or on behalf of, the Company.
10
<PAGE>
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders.
------ ----------------------------------------------------
The 2000 Annual Meeting of Shareholders of the Company was held on May 23,
2000. At the meeting the following persons were elected as Class III directors
to serve for a term of three years and until their successors are elected and
qualified: Julia W. Morgan, Michael R. Potts, Jr. and Arthur J. Torsiglieri,
M.D.
The number of votes cast for and against the election of each nominee for
director was as follows:
<TABLE>
<CAPTION>
Votes Votes
FOR AGAINST
------- -------
<S> <C> <C>
Julia W. Morgan 383,691 -0-
Michael R. Potts, Jr. 383,591 -0-
Arthur J. Torsiglieri, M.D. 383,691 -0-
</TABLE>
The following persons did not stand for reelection to the Board of
Directors at the 2000 Annual Meeting of Shareholders as their term of office
continued after the Annual Meeting: Troy A. Athon, C. Dean Alford, William L.
Daniel, Hazel E. Durden, John A. Fountain, M.D. Michael P. Jones, and R. Flynn
Nance, D.V.M.
No other matters were presented or voted upon at the 2000 Annual Meeting of
Shareholders.
Item 6. Exhibits and Reports on Form 8-K
------- --------------------------------
(a) Exhibits. The following exhibit is filed with this Report.
Exhibit No. Description
----------- -----------
27.1 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K. No report on Form 8-K was filed during the
quarter ended June 30, 2000.
11
<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.
Date: August 14, 2000 By: /s/ William L. Daniel
----------------------------------------
William L. Daniel,
President and Chief Executive Officer
(principal executive officer)
Date: August 14, 2000 By: /s/ Brian D. Hawkins
---------------------------------------
Brian D. Hawkins,
Chief Financial Officer
(principal financial and
accounting officer)
12
