<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to
------------ -------------
Commission File No. 0-30505
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WEST POINTE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Illinois 36-4149655
------------------------------ -------------------------------
(State of incorporation) (IRS Employer Identification No.)
West Pointe Bancorp, Inc.
5701 West Main Street
Belleville, Illinois 62226
---------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (618) 234-5700
--------------
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 [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Class Outstanding at July 31, 2000
---------------------------------- ----------------------------
Common stock $1 par value 489,946
1
<PAGE> 2
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statement of Changes in Stockholders' Equity
and Comprehensive Income 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 18
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 18
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS 18
ITEM 5. OTHER INFORMATION 18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 19
SIGNATURE PAGE 20
EXHIBIT INDEX 21
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WEST POINTE BANCORP, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
2000 1999
------------- -------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 11,746,342 $ 12,065,796
Federal funds sold 1,300,000 3,600,000
Interest bearing due from banks 289,145 408,261
Time certificates of deposit 99,794 267,170
Investment securities:
Held-to-maturity (fair value of $3,803,574 and $4,450,592
at June 30, 2000 and December 31, 1999, respectively) 3,860,355 4,513,819
Available-for-sale, at fair value (cost of $109,000,731 and
$108,173,137 at June 30, 2000 and December 31, 1999, respectively) 105,107,171 104,112,092
Loans 188,616,159 174,192,437
Allowance for loan losses (1,755,825) (1,687,021)
------------- -------------
Net Loans 186,860,334 172,505,416
Accrued interest receivable 2,594,771 2,102,319
Other real estate -- 348,792
Bank premises and equipment 11,786,372 8,862,171
Income taxes receivable 192,458 124,753
Deferred tax asset, net 1,969,292 2,038,178
Other assets 935,618 805,638
------------- -------------
TOTAL ASSETS $ 326,741,652 $ 311,754,405
============= =============
LIABILITIES
Deposits:
Noninterest bearing $ 28,787,372 $ 27,350,618
Interest bearing 256,511,391 251,791,697
------------- -------------
Total Deposits 285,298,763 279,142,315
Securities sold under agreements to repurchase 9,729,794 6,938,200
Other borrowings 1,787,500 1,837,500
Federal Home Loan Bank advances 10,000,000 5,000,000
Accrued interest payable 1,224,707 1,137,399
Other liabilities 834,306 718,769
------------- -------------
TOTAL LIABILITIES 308,875,070 294,774,183
Commitments and contingent liabilities -- --
STOCKHOLDERS' EQUITY
Preferred stock, $1 par value - 50,000 shares authorized;
none issued or outstanding at June 30, 2000 or December 31, 1999 -- --
Common stock, $1 par value - 1,000,000 shares authorized; 496,196 and 496,169
shares issued at June 30, 2000 and December 31, 1999, respectively 496,196 496,169
Surplus 12,750,891 12,749,474
Retained earnings 7,371,002 6,589,927
Treasury stock, 6,250 shares at cost (337,500) (337,500)
Accumulated other comprehensive loss (2,414,007) (2,517,848)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 17,866,582 16,980,222
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 326,741,652 $ 311,754,405
============= =============
</TABLE>
See the accompanying notes to consolidated financial statements.
3
<PAGE> 4
WEST POINTE BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------------------ ------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Interest and Fee Income:
Interest and fees on loans $ 4,016,994 $ 3,201,554 $ 7,812,697 $ 6,247,648
Interest on U.S. Treasuries and agencies 1,233,258 923,287 2,478,825 1,761,114
Interest on state and municipal obligations 418,368 409,787 831,092 795,464
Interest on federal funds sold 30,951 42,763 107,697 122,371
Interest on deposits with banks 8,224 19,382 17,038 60,499
------------ ------------ ------------ ------------
TOTAL INTEREST AND FEE INCOME 5,707,795 4,596,773 11,247,349 8,987,096
Interest Expense:
NOW, money market and savings deposits 928,395 547,472 1,828,139 1,082,787
Certificates of deposit 2,302,142 1,853,368 4,511,640 3,760,870
Securities sold under agreements to repurchase 117,268 82,199 212,767 145,358
Other borrowings 47,979 3,739 85,595 6,454
Federal Home Loan Bank advances 74,048 61,867 146,024 123,631
------------ ------------ ------------ ------------
TOTAL INTEREST EXPENSE 3,469,832 2,548,645 6,784,165 5,119,100
------------ ------------ ------------ ------------
NET INTEREST INCOME 2,237,963 2,048,128 4,463,184 3,867,996
Provision for Loan Losses 240,000 214,797 495,000 346,491
------------ ------------ ------------ ------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,997,963 1,833,331 3,968,184 3,521,505
Noninterest Income:
Service charges on deposits 217,894 191,485 442,361 383,207
Mortgage banking 60,055 132,434 124,867 251,566
Trust fees 110,997 61,073 180,433 134,496
Credit card income 68,455 57,623 126,151 100,838
Investment securities gains (losses) (203) 26,078 (203) 26,378
Other 71,872 49,729 144,422 83,163
------------ ------------ ------------ ------------
TOTAL NONINTEREST INCOME 529,070 518,422 1,018,031 979,648
Noninterest Expense:
Employee compensation and other benefits 1,020,017 880,178 2,024,958 1,695,643
Occupancy, net 126,952 102,193 245,578 212,922
Furniture and equipment 110,452 100,870 216,394 177,472
Data processing 91,610 78,815 178,631 155,364
Advertising 71,000 63,443 146,593 136,717
Other 583,596 441,359 1,160,211 905,794
------------ ------------ ------------ ------------
TOTAL NONINTEREST EXPENSE 2,003,627 1,666,858 3,972,365 3,283,912
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 523,406 684,895 1,013,850 1,217,241
Income Tax Expense 39,500 116,500 66,200 193,200
------------ ------------ ------------ ------------
NET INCOME $ 483,906 $ 568,395 $ 947,650 $ 1,024,041
============ ============ ============ ============
Average Shares Outstanding:
Basic 489,933 444,772 489,926 444,077
Diluted 493,600 447,399 493,593 446,128
Per Share Data:
Net income:
Basic $ .99 $ 1.28 $ 1.93 $ 2.31
============ ============ ============ ============
Diluted $ .98 $ 1.27 $ 1.92 $ 2.30
============ ============ ============ ============
Dividends declared $ .17 $ .16 $ .34 $ .32
============ ============ ============ ============
</TABLE>
See the accompanying notes to consolidated financial statements.
4
<PAGE> 5
WEST POINTE BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE
INCOME (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 2000
-------------------------------------------------------------------------------------------------
ACCUMULATED
OTHER TOTAL
PREFERRED COMMON COMPREHENSIVE RETAINED TREASURY COMPREHENSIVE STOCKHOLDERS'
STOCK STOCK SURPLUS INCOME EARNINGS STOCK INCOME (LOSS) EQUITY
--------- -------- ----------- ------------- ---------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1999 $ -- $496,169 $12,749,474 $6,589,927 $(337,500) $(2,517,848) $16,980,222
Issuance of common stock -- 27 1,417 -- -- -- 1,444
Net income -- -- -- $ 947,650 947,650 -- -- 947,650
Other comprehensive income,
net of tax-unrealized gains
(losses) on securities, net of
reclassification adjustment (1) -- -- -- 103,841 -- -- 103,841 103,841
----------
Comprehensive income $1,051,491
==========
Dividends paid -- -- -- (166,575) -- -- (166,575)
------ -------- ----------- ---------- --------- ----------- -----------
Balance - June 30, 2000 $ -- $496,196 $12,750,891 $7,371,002 $(337,500) $(2,414,007) $17,866,582
====== ======== =========== ========== ========== =========== ===========
</TABLE>
(1) Disclosure of reclassification adjustment:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, 2000
-------------
<S> <C>
Unrealized gains arising during the period $103,651
Plus reclassification adjustment for losses included in net income 190
--------
Unrealized gains on investment securities
$103,841
========
</TABLE>
See the accompanying notes to consolidated financial statements.
5
<PAGE> 6
WEST POINTE BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
----------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 947,650 $ 1,024,041
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization:
Bank premises and equipment 222,910 195,991
Discounts and premiums (155,535) (5,404)
Increase in accrued interest receivable (492,452) (217,406)
Increase in accrued interest payable 87,308 29,421
Decrease in income taxes, net (62,464) (137,983)
(Gains) losses on sale of investment securities, net 203 (26,378)
Losses on sale of other real estate, net 23,426 --
Provision for loan losses 495,000 346,491
Net change in other assets and other liabilities (14,014) 15,868
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,052,032 1,224,641
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in time certificates of deposit 167,389 (8,938)
Principal repayments on investment securities 1,096,577 1,210,719
Sales of investment securities available for sale 4,904,038 7,442,659
Maturities of investment securities available for sale 24,069,000 7,124,000
Purchases of investment securities available for sale (30,088,425) (25,937,605)
Net increase in loans (14,898,052) (18,592,259)
Sales of other real estate 373,500 131,553
Purchases of bank premises and equipment (3,148,740) (822,415)
Proceeds from sales of bank premises and equipment 1,200 --
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (17,523,513) (29,452,286)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in noninterest bearing deposits 1,436,754 1,131,679
Net increase in interest bearing deposits 4,719,694 17,315,491
Net increase in securities sold under agreements to repurchase 2,791,594 3,479,971
Repayments of other borrowings (50,000) --
Proceeds from FHLB advances 5,000,000 --
Proceeds from issuance of common stock 1,444 592,349
Dividends paid (166,575) (142,038)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 13,732,911 22,377,452
------------ ------------
DECREASE IN CASH AND CASH EQUIVALENTS (2,738,570) (5,850,193)
Cash and cash equivalents - Beginning of year 16,074,057 18,539,262
------------ ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 13,335,487 $ 12,689,069
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 6,696,857 $ 5,089,679
Income taxes paid 211,000 331,183
</TABLE>
See the accompanying notes to consolidated financial statements.
6
<PAGE> 7
WEST POINTE BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A--PRINCIPLES OF ACCOUNTING
The consolidated financial statements of West Pointe Bancorp, Inc.
("West Pointe") or ("the Company") have been prepared in accordance with
generally accepted accounting principles for the banking industry and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for annual reporting. Reference is hereby made to the
notes to consolidated financial statements contained in West Pointe's
registration statement on Form 10. The foregoing consolidated financial
statements are unaudited. However, in the opinion of management, all adjustments
necessary for a fair presentation of the consolidated financial statements have
been made. All such adjustments are of a normal recurring nature. The results of
operations for the interim periods presented herein are not necessarily
indicative of the results to be expected for the full year.
The consolidated financial statements include the accounts of its
subsidiary. West Pointe is a bank holding company that engages in its business
through its sole subsidiary, West Pointe Bank And Trust Company (the "Bank"), an
Illinois chartered commercial bank. All material intercompany transactions and
balances are eliminated.
In preparing the financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the balance sheet and revenues and expenses for
the period. Actual results could differ significantly from those estimates.
NOTE B--BUSINESS SEGMENTS
On January 1, 1998, West Pointe adopted Financial Accounting Standards
No. 131 (SFAS No. 131), "Disclosures about Segments of an Enterprise and Related
Information", which requires business segments to be reported based on the way
management organizes segments within an organization for making operating
decisions and assessing performance. SFAS No. 131 is effective for fiscal years
beginning after December 15, 1997. Management has not included disclosures
regarding specific segments since management makes operating decisions and
assesses performance based on West Pointe as a whole.
NOTE C--NET INCOME PER SHARE
The calculation of net income per share is summarized as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
----------------------- -----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Basic
Net Income.................................. $ 483,906 $ 568,395 $ 947,650 $1,024,041
========== ========== ========== ==========
Average common shares outstanding........... 489,933 444,772 489,926 444,077
========== ========== ========== ==========
Net income per common share - basic......... $ .99 $ 1.28 $ 1.93 $ 2.31
========== ========== ========== ==========
Diluted
Net Income.................................. $ 483,906 $ 568,395 $ 947,650 $1,024,041
========== ========== ========== ==========
Average common shares outstanding........... 489,933 444,772 489,926 444,077
Dilutive potential due to stock options..... 3,667 2,627 3,667 2,051
---------- ---------- ---------- ----------
Average common shares outstanding........... 493,600 447,399 493,593 446,128
========== ========== ========== ==========
Net income per common share - diluted....... $ .98 $ 1.27 $ 1.92 $ 2.30
========== ========== ========== ==========
</TABLE>
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion describes West Pointe's results of operations
during the three-month and six-month periods ended June 30, 2000 and 1999, and
its financial condition, asset quality, and capital resources as of June 30,
2000. This discussion should be read in conjunction with West Pointe's unaudited
consolidated financial statements and notes thereto. The results of operations
for the interim periods presented herein are not necessarily indicative of the
results to be expected for the full year.
FORWARD-LOOKING STATEMENTS
This filing and future filings made by West Pointe with the Securities
and Exchange Commission, as well as other filings, reports and press releases
made or issued by West Pointe, and oral statements made by executive officers or
directors of West Pointe may include forward-looking statements, which are based
on assumptions and describe future plans, strategies, projections and
expectations of West Pointe. These forward-looking statements are generally
identified by use of terms "believe", "expect", "intend", "anticipate",
"estimate", "project", or similar words. West Pointe's ability to predict
results or the actual effect of future plans or strategies is uncertain. Factors
which could have a material adverse effect on West Pointe's operations include,
but are not limited to, changes in interest rates, general economic conditions,
legislative/regulatory changes, monetary and fiscal policies of the U. S.
Government, including policies of the U. S. Treasury and the Federal Reserve
Board, the quality and composition of the loan or investment portfolios, demand
for loan products, deposit flows, competition, demand for financial services in
West Pointe's market areas and accounting principles and guidelines. All of
these uncertainties, as well as others, are present in a banking operation and
stockholders are cautioned that management's view of the future on which it
prices its products, evaluates collateral, sets loan reserves and estimates
costs of operations and regulation may prove to be other than anticipated.
OVERVIEW
Net income for the second quarter of 2000 was $483,906 or $.98 per
diluted common share compared to net income of $568,395 or $1.27 per diluted
common share for the second quarter of 1999. Net income for the first six months
of 2000 was $947,650 or $1.92 per diluted common share compared to net income of
$1,024,041 or $2.30 per diluted common share for the first six months of 1999.
Return on average assets for the second quarter and first six months of 2000 was
.61% and .60%, respectively, compared to .85% and .79% for the second quarter
and first six months of 1999, respectively. Return on average equity for the
second quarter and first six months of 2000 was 11.24% and 11.02%, respectively,
compared to 13.73% and 12.71% for the second quarter and first six months of
1999, respectively.
The decreases in net income, for the quarters and six month periods
compared, were primarily attributable to reductions in the net interest margin,
coupled with additional expenses associated with the opening of two new banking
locations. These items were partially offset by increases in noninterest income
and reduced income tax expenses.
Total assets at June 30, 2000 increased to $326,741,652 from
$311,754,405 at December 31, 1999.
RESULTS OF OPERATIONS
Table 1 summarizes West Pointe's statement of income and the change in
each category for the periods presented.
8
<PAGE> 9
TABLE 1 - Comparative Statements of Income
<TABLE>
<CAPTION>
Three Months Ended
June 30 Change
-------------------------- ------------------------
2000 1999 Amount Percent
----------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
Total interest income
(fully tax-equivalent)....................... $ 5,833,751 $ 4,734,645 $ 1,099,106 23.2 %
Total interest expense............................ 3,469,832 2,548,645 921,187 36.1
----------- ----------- -----------
Net interest income..................... 2,363,919 2,186,000 177,919 8.1
Provision for loan losses......................... 240,000 214,797 25,203 11.7
Noninterest income:
Service charges on deposits.................. 217,894 191,485 26,409 13.8
Mortgage banking............................. 60,055 132,434 (72,379) (54.7)
Trust fees................................... 110,997 61,073 49,924 81.7
Credit card income........................... 68,455 57,623 10,832 18.8
Investment securities gains (losses)......... (203) 26,078 (26,281) (100.8)
Other........................................ 71,872 49,729 22,143 44.5
----------- ----------- -----------
Total................................... 529,070 518,422 10,648 2.1
----------- ----------- -----------
Noninterest expense:
Employee compensation and other benefits..... 1,020,017 880,178 139,839 15.9
Occupancy, net............................... 126,952 102,193 24,759 24.2
Furniture and equipment...................... 110,452 100,870 9,582 9.5
Data processing.............................. 91,610 78,815 12,795 16.2
Advertising.................................. 71,000 63,443 7,557 11.9
Other........................................ 583,596 441,359 142,237 32.2
----------- ----------- -----------
Total................................... 2,003,627 1,666,858 336,769 20.2
----------- ----------- -----------
Income before income taxes........................ 649,362 822,767 (173,405) (21.1)
Less: tax-equivalent adjustment.................. 125,956 137,872 (11,916) (8.6)
Income tax expense................................ 39,500 116,500 (77,000) (66.1)
----------- ----------- -----------
Net income........................................ $ 483,906 $ 568,395 $ (84,489) (14.9)%
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended
June 30 Change
--------------------------- ------------------------
2000 1999 Amount Percent
----------- ------------ ------------ ---------
<S> <C> <C> <C> <C>
Total interest income
(fully tax-equivalent)....................... $11,502,219 $ 9,251,650 $ 2,250,569 24.3 %
Total interest expense............................ 6,784,165 5,119,100 1,665,065 32.5
------------ ------------ ------------
Net interest income..................... 4,718,054 4,132,550 585,504 14.2
Provision for loan losses......................... 495,000 346,491 148,509 42.9
Noninterest income:
Service charges on deposits.................. 442,361 383,207 59,154 15.4
Mortgage banking............................. 124,867 251,566 (126,699) (50.4)
Trust fees................................... 180,433 134,496 45,937 34.2
Credit card income........................... 126,151 100,838 25,313 25.1
Investment securities gains (losses)......... (203) 26,378 (26,581) (100.8)
Other........................................ 144,422 83,163 61,259 73.7
----------- ------------ ------------
Total................................... 1,018,031 979,648 38,383 3.9
----------- ------------ ------------
Noninterest expense:
Employee compensation and other benefits..... 2,024,958 1,695,643 329,315 19.4
Occupancy, net............................... 245,578 212,922 32,656 15.3
Furniture and equipment...................... 216,394 177,472 38,922 21.9
Data processing.............................. 178,631 155,364 23,267 15.0
Advertising.................................. 146,593 136,717 9,876 7.2
Other........................................ 1,160,211 905,794 254,417 28.1
----------- ------------ ------------
Total................................... 3,972,365 3,283,912 688,453 21.0
----------- ------------ ------------
Income before income taxes........................ 1,268,720 1,481,795 (213,075) (14.4)
Less: tax-equivalent adjustment.................. 254,870 264,554 (9,684) (3.7)
Income tax expense................................ 66,200 193,200 (127,000) (65.7)
----------- ------------ ------------
Net income........................................ $ 947,650 $ 1,024,041 $ (76,391) (7.5)%
=========== ============ ============
</TABLE>
9
<PAGE> 10
NET INTEREST INCOME
Tax-equivalent net interest income increased $177,919 or 8.1% for the
second quarter of 2000 compared to the same period of 1999 and increased
$585,504 or 14.2% for the first six months of 2000 compared to the same period
of 1999. The increases in tax-equivalent net interest income were principally
attributable to increased volumes of interest earning assets and interest
bearing liabilities.
Total tax-equivalent interest income increased $1,099,106 or 23.2% for
the second quarter of 2000 compared to the same period of 1999 and increased
$2,250,569 or 24.3% for the first six months of 2000 compared to the same period
of 1999. The increases in interest income were primarily attributable to
increases in interest and fees on loans that resulted from increased volumes of
loans and higher rates earned.
Total interest expense increased $921,187 or 36.1% for the second
quarter of 2000 compared to the same period of 1999 and increased $1,665,065 or
32.5% for the first six months of 2000 compared to the same period of 1999. The
increases in interest expense were primarily attributable to increases in
interest expense on interest bearing deposit accounts, particularly certificates
of deposit. These increases resulted from increased volumes of deposits and
higher rates paid.
The net interest margin was 3.18% for the second quarter of 2000
compared to 3.49% for the second quarter of 1999. The net interest margin for
the first six months of 2000 was 3.18% compared to 3.37% for the first six
months of 1999. The reductions in the net interest margins for the periods
compared occurred as the costs of funds, driven by increasing interest rates and
a competitive rate environment, increased at a greater rate than the yields on
earning assets. The increases in the yields on earning assets were attributable
to a combination of increased rates earned on West Pointe's investment and loan
portfolios. The increased costs of funds were associated with higher rates paid
on all categories of deposits and borrowings.
PROVISION FOR LOAN LOSSES
The provision for loan losses was $240,000 and $495,000 for the second
quarter and first six months of 2000, respectively, compared to $214,797 and
$346,491 for the second quarter and first six months of 1999, respectively. The
provision for loan losses represents management's judgment of the cost
associated with credit risk inherent in the loan portfolio. Factors which
influence management's determination of the provision for loan losses include,
among other things, size and quality of the loan portfolio measured against
prevailing economic conditions, regulatory guidelines, a review of individual
loans and historical loan loss experience. The increases in the provision for
loan losses for the quarter and six-month period ending June 30, 2000 compared
to the same periods of 1999 were primarily attributable to overall growth in the
loan portfolio, along with higher levels of net charge-offs. Activity in the
allowance for loan losses and nonperforming loan data are presented under "ASSET
QUALITY."
NONINTEREST INCOME
Total noninterest income was $529,070 for the second quarter of 2000
compared to $518,422 for the second quarter of 1999. Noninterest income was
$1,018,031 for the first six months of 2000 compared to $979,648 for the same
period of 1999. Service charges on deposit accounts increased $26,409 for the
second quarter of 2000 compared to the second quarter of 1999 and increased
$59,154 for the six-month periods compared. The increases in service charges on
deposit accounts for the periods compared were primarily attributable to the
growth in the volume of deposit accounts on which service charges are assessed.
Income from mortgage banking services decreased $72,379 for the second quarter
of 2000 compared to the second quarter of 1999 and decreased $126,699 for the
six-month periods compared. The increasing rate environment, evident during the
first six months of 2000, was the primary factor leading to the reduction in
mortgage banking income for the periods compared as mortgage loan origination
activities slowed. Income from trust fees increased $49,924 for the second
quarter of 2000 compared to the second quarter of 1999 and increased $45,937 for
the six-month periods compared. The increases in income from trust fees were
primarily attributable to one-time fees charged in connection with the
administration of certain estates coupled with fees charged in connection with a
new short-term fiduciary relationship. Credit card income increased $10,832
during the second quarter of 2000 compared to the second quarter of 1999 and
increased $25,313 for the six
10
<PAGE> 11
month periods compared. The modest increases in credit card income were
primarily due to additional merchant related revenues and additional revenues
related to West Pointe's "debit" card product. Net securities gains during the
second quarter and the first six months of 1999 totaled $26,078 and $26,378,
respectively, compared to a net loss of $203 during both the second quarter and
first six months of 2000. Net securities gains in 1999 resulted from
opportunities in the market place to take such gains. Other noninterest income
includes such items as interchange fees on automated teller machine (ATM)
transactions, safe deposit box rental fees, check printing fees and other
miscellaneous fees. Other noninterest income increased $22,143 for the second
quarter of 2000 compared to the second quarter of 1999 and increased $61,259 for
the six-month periods compared. The increases in other noninterest income for
the 2000 periods compared to the 1999 periods primarily resulted from growth in
fee income associated with ATM's.
NONINTEREST EXPENSE
Total noninterest expense was $2,003,627 for the second quarter of 2000
compared to $1,666,858 for the second quarter of 1999. For the first six months
of 2000, noninterest expense was $3,972,365 compared to $3,283,912 for the same
period of 1999. The increases in noninterest expense were primarily attributable
to increases in employee compensation and benefits, the largest component of
noninterest expense. Employee compensation and other benefit expenses increased
$139,839 for the second quarter of 2000 compared to the second quarter of 1999
and increased $329,315 for the six-month periods compared. The increases in
employee compensation and benefits for the quarters and six-month periods
compared were primarily attributable to normal merit increases and staff
additions associated with the opening of two additional banking locations. Net
occupancy and furniture and equipment expenses increased $24,759 and $9,582,
respectively, during the second quarter of 2000 compared to the second quarter
of 1999 and increased $32,656 and $38,922, respectively, for the six-month
periods compared. The increases for the periods compared related primarily to
occupancy and furniture and equipment expenses associated with the opening of
the Dupo, Illinois banking location in the fourth quarter of 1999 and from
overall increases in maintenance and repair costs associated with all banking
locations. Data processing expenses increased $12,795 for the second quarter of
2000 compared to the second quarter of 1999 and increased $23,267 for the
six-month periods compared. The increases in data processing expenses for the
periods compared resulted primarily from normal growth in operations.
Advertising expenses increased $7,557 for the second quarter of 2000 compared to
the second quarter of 1999 and increased $9,876 for the six-month periods
compared. Expanded advertising activities and new campaigns related to new
branch openings contributed to these increases. Other noninterest expenses
increased $142,237 for the second quarter of 2000 compared to the second quarter
of 1999 and increased $254,417 for the six-month periods compared. Other
noninterest expenses includes such items as legal and professional fees, FDIC
insurance premiums, mortgage banking expenses, postage costs and certain credit
card program expenses. The increases in other noninterest expenses for the
periods compared were partially attributable to increased legal and professional
fees and increased FDIC insurance premiums. Numerous other categories of
noninterest expenses also contributed to the increases.
INCOME TAX EXPENSE
West Pointe recorded income tax expense of $39,500 for the second
quarter of 2000 compared to $116,500 for the second quarter of 1999. For the
first six months of 2000, income tax expense was $66,200 compared to $193,200
for the same period of 1999. The effective income tax rate was 7.5% and 17.0%
for the second quarter of 2000 and 1999, respectively. The effective income tax
rate was 6.5% and 15.9% for the first six months of 2000 and 1999, respectively.
The decreases in the effective tax rates for the 2000 periods compared to the
1999 periods resulted primarily from increased levels of tax-exempt interest as
a percentage of income before income taxes and from reduced levels of state
income taxes. The reduction in state income taxes primarily resulted from an
increase in the level of interest income that is exempt from state income taxes.
11
<PAGE> 12
FINANCIAL CONDITION
GENERAL
Certain components of West Pointe's consolidated balance sheet at June
30, 2000 compared to December 31, 1999 are presented in summary form in Table 2.
Total assets increased $14,987,247 to $326,741,652 compared to $311,754,405 at
December 31, 1999. This increase primarily resulted from an increase in the
volume of loans.
TABLE 2 - Selected Comparative Balance Sheet Items
<TABLE>
<CAPTION>
June 30 December 31
2000 1999
------------ ------------
<S> <C> <C>
Total assets............................ $326,741,652 $311,754,405
Loans................................... 188,616,159 174,192,437
Investments............................. 108,967,526 108,625,911
Federal funds sold...................... 1,300,000 3,600,000
Deposits................................ 285,298,763 279,142,315
Repurchase agreements................... 9,729,794 6,938,200
Other borrowings........................ 1,787,500 1,837,500
Federal Home Loan Bank advances......... 10,000,000 5,000,000
Stockholders' equity.................... 17,866,582 16,980,222
</TABLE>
LOANS
Loans increased 8.3%, or $14,423,722, from year-end 1999 to June 30,
2000. The majority of this increase was derived from growth in the commercial,
financial and agricultural and commercial real estate segments of the portfolio.
West Pointe also experienced growth in the residential real estate segment of
the portfolio. Growth in these segments was partially offset by a reduction in
the volume of real estate construction loans.
Table 3 presents the composition of the loan portfolio by type of
borrower and major loan category and the percentage of each to the total
portfolio for the periods presented.
TABLE 3 - Loan Portfolio Composition
<TABLE>
<CAPTION>
June 30 December 31
2000 1999
----------------------- -----------------------
Commercial borrowers: Amount Percent Amount Percent
------------ ------- ------------ -------
<S> <C> <C> <C> <C>
Commercial, financial and
agricultural.............. $ 48,031,331 25.4% $ 44,469,418 25.5%
Commercial real estate......... 71,060,779 37.7 61,284,167 35.2
Real estate construction....... 8,637,813 4.6 11,074,257 6.4
------------ ------ ------------ -----
Total commercial......... 127,729,923 67.7 116,827,842 67.1
------------ ------ ------------ -----
Consumer borrowers:
1-4 family residential
real estate............... 50,016,366 26.5 47,136,881 27.0
Other consumer loans........... 10,869,870 5.8 10,227,714 5.9
------------ ------ ------------ -----
Total consumer........... 60,886,236 32.3 57,364,595 32.9
------------ ------ ------------ -----
Total loans.............. $188,616,159 100.0% $174,192,437 100.0%
============ ====== ============ =====
</TABLE>
12
<PAGE> 13
INVESTMENTS
Total investments increased slightly to $108,967,526, at June 30, 2000
compared to $108,625,911 at year-end 1999. At June 30, 2000, approximately 96%
of West Pointe's investment portfolio is classified as available for sale. The
held-to-maturity portion of the portfolio consists solely of Federal Home Loan
Mortgage Corporation and Federal National Mortgage Associations mortgage-backed
securities.
The investment portfolio provides a balance to interest rate and credit
risk in other categories of the balance sheet while providing a vehicle for the
investment of available funds not needed to fund loan demand. The investment
portfolio also supplies securities as required collateral for certain deposits
and for securities sold under agreements to repurchase. Additional information
regarding West Pointe's securities sold under agreements to repurchase is
presented and discussed under "Borrowings."
Available-for-sale investment securities are recorded at fair value.
Net unrealized losses on available-for-sale investment securities totaled
$3,893,560 at June 30, 2000, compared to net unrealized losses of $4,061,045 at
December 31, 1999.
Table 4 presents the composition of investment securities at their
carrying values for the periods presented.
TABLE 4 - Investment Securities Portfolio Composition
<TABLE>
<CAPTION>
June 30 December 31
2000 1999
------------ ------------
<S> <C> <C>
Held-to maturity securities:
Mortgage-backed securities.............................. $ 3,860,355 $ 4,513,819
============ ============
Available-for-sale securities:
Obligations of U. S. government corporations and agencies.... 60,931,579 61,089,388
Mortgage-backed securities................................... 6,902,127 7,346,741
Obligations of states and political subdivisions............. 36,188,740 34,591,644
Equity securities............................................ 1,084,725 1,084,319
------------ ------------
Total available-for-sale................................ $105,107,171 $104,112,092
============ ============
</TABLE>
DEPOSITS
West Pointe's deposit base is its primary source of liquidity and
consists of deposits originating within the communities served by its banking
locations. Deposits are West Pointe's primary and most reliable funding source
for interest earning assets.
Total deposits increased $6,156,448 to $285,298,763 at June 30, 2000
from year-end 1999. The time deposit component of the deposit portfolio
increased $8,977,797 from year-end 1999. The increase in time deposits primarily
resulted from promotional activities relating to West Pointe's new banking
locations in Dupo and Belleville, Illinois. In connection with the opening of
these locations, West Pointe featured its 12-month and 18-month certificates of
deposit. In addition to the increase in time deposits, savings and money market
deposits also increased $3,240,209 from year-end 1999. West Pointe continues to
emphasize sales efforts and offers competitive pricing of deposits. The
increases in time deposits and savings and money market deposits were partially
offset by a reduction of $7,498,312 in interest bearing demand deposits. The
decrease in interest bearing demand deposits was attributable to a shift towards
higher yielding time deposits coupled with a reduction in balances maintained by
one particular public entity.
13
<PAGE> 14
Table 5 sets forth the composition of deposits and the percentage of
each category to total deposits for the periods presented.
TABLE 5 - Deposit Liability Composition
<TABLE>
<CAPTION>
June 30 December 31
2000 1999
-------------------------- ----------------------------
Amount Percent Amount Percent
------------ --------- ------------ ---------
<S> <C> <C> <C> <C>
Noninterest bearing demand deposits..... $ 28,787,372 10.1% $ 27,350,618 9.8%
Interest bearing demand deposits........ 34,374,499 12.0 41,872,811 15.0
Savings and money market deposits....... 58,890,266 20.6 55,650,057 19.9
Time deposits $100,000 or more.......... 45,540,076 16.0 45,906,985 16.5
Time deposits less than $100,000........ 117,706,550 41.3 108,361,844 38.8
------------ ----- ------------ -----
Total deposits..................... $285,298,763 100.0% $279,142,315 100.0%
============ ===== ============ =====
</TABLE>
BORROWINGS
Total borrowings amounted to $21,517,294 at June 30, 2000, an increase
of $7,741,594 from $13,775,700 at year-end 1999. At June 30, 2000 and December
31, 1999, borrowings consisted of securities sold under agreements to repurchase
(repurchase agreements), Federal Home Loan Bank advances and a short-term
borrowing with an unaffiliated bank.
Repurchase agreements increased $2,791,594 from year-end 1999. These
borrowings serve as an alternative funding source to deposits. The majority of
the increase in repurchase agreements was in the form of cash management
repurchase agreement accounts. Such accounts involve the daily transfer of
excess funds from noninterest bearing deposit accounts into interest bearing
cash management repurchase agreement accounts. Cash management repurchase
agreement accounts are marketed to commercial and individual deposit customers
and are considered to be a stable source of funds. Repurchase agreements, other
than cash management repurchase agreements, generally represent an alternative
to short-term certificates of deposit.
Borrowings in the form of Federal Home Loan Bank advances increased
from $5,000,000 at December 31, 1999, to $10,000,000 at June 30, 2000. At
December 31, 1999, the Bank had one $5,000,000 advance, which reflected an
interest rate of 5.63% and had a scheduled maturity of December 13, 2004. This
advance is callable on December 13, 2000 and quarterly thereafter. In addition
to this advance, on June 28, 2000, the Bank borrowed an additional $5,000,000
from the Federal Home Loan Bank under a daily line of credit. This additional
borrowing was obtained to satisfy loan funding requirements that could not be
met with deposit funding sources and is intended to be retained for a short
duration.
At June 30, 2000, other borrowings consisted of a $1,787,500 borrowing
under a line of credit with an unaffiliated bank. This line of credit allows for
borrowings, by West Pointe, of up to $2,500,000. The line of credit matures on
December 7, 2000, and bears interest at a rate of 50 basis points under the
prime lending rate. West Pointe originally borrowed $1,837,500 in December 1999.
In order to increase the Bank's capital position, $1,500,000 of the borrowing
was contributed to the Bank as additional paid in capital. The remaining
proceeds from the original borrowing were used to repurchase 6,250 shares of
West Pointe's common stock. In April 2000, West Pointe made a $50,000 principal
payment on the borrowing.
ASSET QUALITY
West Pointe's asset quality management program, particularly with
regard to loans, is designed to analyze potential risk elements and to support
the growth of a high quality loan portfolio. The existing loan portfolio is
monitored via West Pointe's loan rating system. The loan rating system is used
to determine the adequacy of the allowance for loan losses. West Pointe's loan
analysis process proactively identifies, monitors and works with borrowers for
whom there are indications of future repayment difficulties. West Pointe's
lending philosophy is to invest in the communities served by its banking centers
so that it can effectively monitor and control credit risk.
14
<PAGE> 15
At June 30, 2000, nonperforming assets totaled $1,651,061, or .51% of
total assets, compared to nonperforming assets at year-end 1999 of $2,691,801 or
.86% of total assets. Nonperforming assets, at December 31, 1999, included
$348,792 relating to foreclosed property, which was disposed of prior to June
30, 2000. The foreclosed property dispositions did not produce material losses.
Nonperforming loans in the commercial, financial and agricultural and commercial
real estate segments of the portfolio decreased $427,997 and $131,459 from
December 31, 1999, respectively. In addition, nonperforming loans secured by 1-4
family residential real estate decreased $128,439 since year-end 1999. The
decrease in nonperforming loans was partially due to charge-offs of certain
nonperforming loans and from efforts to reduce nonperforming loan levels.
Management is in various stages of workout or liquidation of the remaining
nonperforming loans.
Table 6 sets forth a summary of West Pointe's loan portfolio mix and
nonperforming assets.
TABLE 6 - Loan Portfolio Mix and Nonperforming Assets
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
---------------------------------- -----------------------------------
Loans and Loans and
Foreclosed Non-performing Foreclosed Non-performing
Property Assets Property Assets
------------ -------------- ------------ --------------
<S> <C> <C> <C> <C>
Commercial borrowers:
Commercial, financial and
agricultural...................... $ 48,031,331 $ 1,327,990 $ 44,469,418 $ 1,755,987
Commercial real estate................. 71,060,779 -- 61,284,167 131,459
Real estate construction............... 8,637,813 -- 11,074,257 --
------------ ------------ ------------ ------------
Total commercial............. 127,729,923 1,327,990 116,827,842 1,887,446
Consumer borrowers:
1-4 family residential
real estate....................... 50,016,366 249,289 47,136,881 377,728
Other consumer loans................... 10,869,870 73,782 10,227,714 77,835
------------ ------------ ------------ ------------
Total consumer............... 60,886,236 323,071 57,364,595 455,563
------------ ------------ ------------ ------------
Total loans.................. 188,616,159 1,651,061 174,192,437 2,343,009
Foreclosed property.................... -- -- 348,792 348,792
------------ ------------ ------------ ------------
Total........................ $188,616,159 $ 1,651,061 $174,541,229 $ 2,691,801
============ ============ ============ ============
Nonaccrual loans....................... $ 1,097,727 $ 1,552,319
Accruing loans past due
90 days or more................... 553,334 790,690
Troubled debt restructurings........... -- --
------------ -----------
Total nonperforming loans......... 1,651,061 2,343,009
Foreclosed property.................... -- 348,792
------------ -----------
Total nonperforming assets........ $ 1,651,061 $ 2,691,801
============ ============
Nonperforming loans to total loans..... .88% 1.35%
Nonperforming assets to total loans
and foreclosed property........... .88% 1.54%
Nonperforming assets to total assets... .51% .86%
</TABLE>
Net charge-offs for the second quarter of 2000 totaled $178,237
compared to $170,797 for the second quarter of 1999. During the first six months
of 2000, net charge-offs totaled $426,196 compared to $305,491 for the first six
months of 1999. Charge-offs recorded during the first six months of 2000 in the
commercial, financial and agricultural segment of the loan portfolio totaled
$336,790, the majority of which was associated with two commercial borrowers.
Charge-offs, in the real estate segment of the portfolio totaling $91,201, were
associated with several borrowers. A recovery associated with one particular
commercial borrower accounted for the majority of the recoveries recorded during
the first six months of 2000.
15
<PAGE> 16
West Pointe's allowance for loan losses at June 30, 2000, increased to
$1,755,825 from $1,687,021 at December 31, 1999. The increase in the allowance
for loan losses was primarily due to overall growth in the loan portfolio. At
June 30, 2000, the allowance for loan losses represented 106.35% of
nonperforming loans compared to 72.0% at December 31, 1999. The ratio of the
allowance for loan losses to total loans was .93% at June 30, 2000 compared to
.97% at December 31, 1999 and .87% at June 30, 1999. Managements believes that
the allowance for loan losses at June 30, 2000 was adequate to absorb potential
losses inherent in the loan portfolio. However, past loan loss experience as it
relates to current portfolio mix, evaluation of potential losses in the
portfolio, subsequent changes in economic conditions and other factors may
require changes in the levels of the allowance for loan losses.
Table 7 presents information pertaining to the activity in and an
analysis of West Pointe's allowance for loan losses for the periods presented.
TABLE 7 - Allowance For Loan Losses
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
---------------------------- ----------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance at beginning of period................... $1,694,062 $1,339,000 $1,687,021 $1,342,000
Loans charged off:
Commercial, financial and agricultural...... 101,104 114,293 336,790 265,276
Real estate:
Commercial............................. 9,308 44,540 9,308 44,540
Residential............................ 81,893 15,786 81,893 17,823
---------- ---------- ---------- ----------
Total real estate................. 91,201 60,326 91,201 62,363
---------- ---------- ---------- ----------
Consumer.................................... 16,066 930 29,036 1,426
Credit cards................................ -- -- -- 8,109
---------- ---------- ---------- ----------
Total charge-offs................. 208,371 175,549 457,027 337,174
---------- ---------- ---------- ----------
Recoveries of loans previously charged off:
Commercial, financial and agricultural...... 30,000 3,629 30,000 8,652
Consumer.................................... 11 1,057 656 22,940
Credit cards................................ 123 66 175 91
---------- ---------- ---------- ----------
Total recoveries.................. 30,134 4,752 30,831 31,683
---------- ---------- ---------- ----------
Net charge-offs.................................. 178,237 170,797 426,196 305,491
Provision for loan losses........................ 240,000 214,797 495,000 346,491
---------- ---------- ---------- ----------
Balance at end of period......................... $1,755,825 $1,383,000 $1,755,825 $1,383,000
========== ========== ========== ==========
Net charge-offs (annualized) as a
percent of average total loans.............. .39% .45% .48% .42%
Allowance for loan losses to total loans......... .93% .87% .93% .87%
Allowance for loan losses to
nonperforming loans......................... 106.35% 87.09% 106.35% 87.09%
</TABLE>
16
<PAGE> 17
CAPITAL RESOURCES
CAPITAL RESOURCES
Total stockholders' equity increased $886,360 from $16,980,222 at
December 31, 1999 to $17,866,582 at June 30, 2000. Net income for the six-month
period ended June 30, 2000 was $947,650.
Financial institutions are required to maintain ratios of capital to
assets in accordance with guidelines promulgated by the federal banking
regulators. The guidelines are commonly known as "Risk-Based Guidelines" as they
define the capital level requirements of a financial institution based upon the
level of credit risk associated with holding various categories of assets. The
Risk-Based Guidelines require minimum ratios of Tier 1 and Total Capital to
risk-weighted assets of 4% and 8%, respectively. At June 30, 2000, West Pointe's
Tier 1 and Total capital ratios were 9.39% and 10.20%, respectively. In addition
to the Risk-Based Guidelines, the federal banking agencies have established a
minimum leverage ratio guideline for financial institutions (the "Leverage Ratio
Guideline"). The Leverage Ratio Guideline provides for a minimum ratio of Tier 1
capital to average assets of 4%. West Pointe's leverage ratio at June 30, 2000,
was 6.32%. Accordingly, West Pointe has satisfied these regulatory guidelines.
West Pointe recently completed construction of a new branch office
located in Belleville, Illinois, consisting of approximately 15,600 square feet.
Construction costs of this new branch office totaled approximately $2,627,584.
The new branch office opened for business on June 16, 2000. West Pointe does not
expect to incur any significant additional capital expenditures in the near
future regarding this facility.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change to the market risk position from that
disclosed as of December 31, 1999, the end of the last fiscal year.
17
<PAGE> 18
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings
before any court, administrative agency or any tribunal, nor is the
Company aware of any litigation which is threatened against it in any
court, administrative agency, or other tribunal. The Bank is subject to
various claims, lawsuits and administrative proceedings arising in the
ordinary course of business from time to time. Based upon its
evaluation of available information, management does not believe that
any pending claims, lawsuits or administrative proceedings are likely,
individually or in the aggregate, to have a material adverse effect
upon the Bank's financial position, results of operations or cash
flows.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders of the Company was held on June 14,
2000. At this meeting, the individuals named below were elected or
re-elected to the Board of Directors of the Company to serve terms
which will expire in 2003.
<TABLE>
<CAPTION>
Name of Director Votes For Votes Against/Withheld Abstentions
<S> <C> <C> <C>
Terry W. Schaefer 366,245 0 0
Edward J. Szewczyk 366,245 0 0
Wayne W. Weeke 366,245 0 0
</TABLE>
All of the Directors of the Company subject to re-election were
re-elected.
The following directors' terms of office continued after the meeting
and do not expire until:
<TABLE>
<CAPTION>
Name of Director Expiration of Current Term
<S> <C>
William C. Allison 2001
Harry E. Cruncleton 2001
David G. Embry 2002
Jack B. Haydon 2002
Charles G. Kurrus III 2002
</TABLE>
ITEM 5. OTHER INFORMATION
None
18
<PAGE> 19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: See Exhibit Index on page 21 hereof.
(b) Reports on Form 8-K: No reports on Form 8-K were filed by
West Pointe during the second quarter of 2000.
19
<PAGE> 20
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.
WEST POINTE BANCORP, INC.
---------------------------------------
(Registrant)
DATE: August 9, 2000 By:/s/ Terry W. Schaefer
--------------------- ---------------------
Terry W. Schaefer
President and Chief
Executive Officer
DATE: August 9, 2000 By:/s/ Bruce A. Bone
--------------------- -----------------
Bruce A. Bone
Senior Vice President and
Chief Financial Officer
20
<PAGE> 21
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
11.1 Computation of Net Income Per Share (incorporated by
reference to Note C to West Pointe's unaudited
interim consolidated financial statements included
herein).
27.1 Financial Data Schedule.
21
