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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to ______________
Commission file number
MARINE BANCSHARES, INC.
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(Name of small business issuer in its charter)
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FLORIDA 65-0729764
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
501 GOODLETTE ROAD NORTH, SUITE D-12, NAPLES, FLORIDA 34102
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(Address of principal executive offices) (Zip Code)
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(941) 434-0441
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(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
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Name of each exchange
Title of each class on which registered
NONE NONE
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Securities registered under Section 12(g) of the Exchange Act:
COMMON SHARES, $0.01 PAR VALUE PER SHARE
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Title of class
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 No X
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Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
Issuer's revenues for its most recent fiscal year. $3,525
Aggregate market value of the voting and non-voting common equity held
by non-affiliates as of March 15, 1999:
$8,937,020
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 1,150,000
Transitional Small Business Disclosure Format (check one):
Yes No X
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements in this Annual Report on Form 10-KSB constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, such as statements relating to the financial
condition and prospects, lending risks, Year 2000 readiness, plans for future
business development and marketing activities, capital spending and financing
sources, capital structure, the effects of regulation and competition, and the
prospective business of both the Company and the Bank. Where used in this
Prospectus, the words "anticipate," "believe," "estimate," "expect," "intend,"
and similar words and expressions, as they relate to the Company or the Bank or
their respective managements, identify forward- looking statements. Such
forward-looking statements reflect the current views of the Company and are
based on information currently available to the management of the Company and
the Bank and upon current expectations, estimates, and projections about the
Company and its industry, management's beliefs with respect thereto, and certain
assumptions made by management. These forward-looking statements are not
guarantees of future performance and are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Potential risks and
uncertainties include, but are not limited to: (i) significant increases in
competitive pressure in the banking and financial services industries; (ii)
changes in the interest rate environment which could reduce anticipated or
actual margins; (iii) changes in political conditions or the legislative or
regulatory environment; (iv) general economic conditions, either nationally or
regionally (especially in southwest Florida), becoming less favorable than
expected resulting in, among other things, a deterioration in credit quality;
(v) changes occurring in business conditions and inflation; (vi) changes in
technology; (vii) changes in monetary and tax policies; (viii) changes in the
securities markets; and (ix) other risks and uncertainties detailed from time to
time in the filings of the Company with the Commission.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
The Company was incorporated under the laws of the State of Florida on
January 23, 1997 ("Inception"), primarily to serve as a bank holding company for
Marine National Bank of Naples, a national bank (in organization) to be located
in Naples, Florida (the "Bank"). Neither the Company nor the Bank has commenced
any active business operations. On February 4, 1999, the Company completed the
initial public offering of 1,150,000 of its common shares at an offering price
of $10 per share (the "Offering"). The Company has used a portion of the net
proceeds from the Offering to repay notes issued in connection with funds
borrowed to finance organizational expenses, and will use the balance of such
proceeds to purchase all of the capital stock of the Bank, and for general
corporate purposes. The Company and the Bank have filed applications with all
necessary bank regulatory agencies. On December 16, 1998, the Office of the
Comptroller of the Currency (the "OCC") approved the Bank's charter application,
subject to certain terms and conditions specified in such approval. On January
15, 1999, the Federal Deposit Insurance Corporation ("FDIC") approved the Bank's
application for deposit insurance, subject to certain terms and conditions. On
March 22, 1999, the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") approved the Company's application to become a bank
holding company by acquiring the Bank, subject to certain terms and conditions
(the "FRB Approval"). Pursuant to the FRB Approval, such acquisition may not be
consummated before April 6, 1999. Although no assurances can be given, the
Company expects to satisfy all conditions for organizing the Bank and to open
the Bank for business during the second quarter of 1999, or as soon thereafter
as practicable.
The Bank is being formed by local business persons who have identified
the need for a consumer-oriented independent community bank in Collier County,
Florida to serve its growing population and
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expanding business base. In recent years, the banking industry in Collier County
has experienced substantial consolidation, and large bank holding companies,
headquartered outside of southwest Florida, have acquired a significant number
of financial institutions that were previously locally-owned and managed. This
consolidation has been followed by numerous pricing changes, the dissolution of
local boards of directors, changes in management and branch personnel and, in
the perception of the Company, a decline in the level of personal customer
service. It is the Company's belief that the large banking institutions located
in this area are inflexible, slow in their decision-making process, and are not
currently meeting the banking needs of individuals and small-to-medium sized
businesses. The Company believes that, as a result of this industry
consolidation, there is an opportunity to build a profitable banking business
through the establishment of a local banking institution operated by local
business persons and by experienced banking personnel who are familiar with the
community and are dedicated to providing fast, efficient, and personalized
service to the market area. Consistent with this objective, the Bank has
attracted and intends to seek additional experienced bank personnel, most of
whom are expected to reside in the area, who will know the Bank's customers and
will be able to provide them with personalized service. Further, the Boards of
Directors of both the Company and the Bank are comprised of local business
persons who will actively promote the Bank in the community. The Bank will be
one of only four locally managed community banks with its main office located in
western Collier County.
The Bank intends to be a full service commercial bank. The business of
the Bank will consist of attracting deposits from the general public in the
Bank's primary service area (the "PSA") and using those deposits, together with
funds derived from other sources, to originate a variety of commercial,
consumer, and residential real estate loans. While the Bank anticipates that its
lending activities will include residential real estate and consumer loans, it
expects to focus its efforts on lending relationships with small to medium-sized
businesses. The Bank focuses on the smaller commercial customer because
management believes that this segment offers the greatest concentration of
potential business. Also, the small to mid-size commercial market segment has
historically shown a willingness to borrow and carry larger balances. Finally,
the Company believes that this market segment tends to be more loyal in its
banking relationships. The Bank intends to offer a full range of deposit
services that are typically available at most banking institutions, including
personal and business checking accounts, senior checking accounts,
interest-bearing checking accounts, savings accounts, and other time deposits of
various types, ranging from daily money market accounts to longer-term
certificates of deposit. The transaction accounts and time certificates will be
tailored to the principal market area at rates competitive to those offered in
the area. In addition, retirement accounts such as Individual Retirement
Accounts (up to applicable limits) will be made available. The Bank's deposits
will be insured up to applicable limits by the FDIC. The Bank also intends to
offer commercial loans, consumer installment loans, real estate loans,
construction loans, second mortgage loans (including home equity loans), and
lines of credit. Commercial loans will include both secured and unsecured loans
for working capital (including inventory and receivables), business expansion
(including acquisition of real estate and improvements), and purchase of
machinery and equipment. Consumer loans will include secured and unsecured loans
for financing automobiles, boats, home improvements and personal investments.
Other services the Bank is expected to offer will include ATM and debit cards
with access to local and state networks, official bank checks and money orders,
travelers checks, bank by mail, safe deposit boxes, wire transfers, direct
deposit of payroll and social security checks, automatic drafts for various
accounts, VISA and MasterCard credit cards, and U.S. Savings Bonds. The Bank
does not anticipate initially providing fiduciary services or Internet-based
services. The need for such services, however, will be reviewed periodically for
possible future inclusion among the Bank's products and services.
The revenues of the Bank will be primarily derived from interest on,
and fees received in connection with, commercial, real estate, and other loans,
from the sales of loans, and from interest on and dividends from investment
securities and short-term investments. The principal sources of funds for the
Bank's lending activities will be its deposits, amortization and repayment of
loans, sales of loans, and the sale of investment securities. The principal
expenses of the Bank will be the interest paid on deposits and operating and
general administrative expenses.
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The Company was organized to facilitate the Bank's ability to serve its
future customers' requirements for financial services. The holding company
structure is expected to provide flexibility for expansion of the Company's
banking business through the possible acquisition of other financial
institutions and the provision of additional banking and non-banking related
services, which the traditional commercial bank cannot provide under present
laws. Further, the Company may borrow funds, subject to capital adequacy
guidelines of the Federal Reserve Board, invest in capital instruments of the
Bank and otherwise raise capital in a manner which is unavailable to the Bank
under existing banking regulations. The net proceeds of the Offering remaining
after the Company capitalizes the Bank will initially be invested by the Company
in investment grade securities, as permitted under federal banking law, and held
by the Company as working capital, for general corporate purposes, and to pay
operating expenses.
As is the case with banking institutions generally, the Bank's
operations will be materially and significantly influenced by general economic
conditions and by related monetary and fiscal policies of financial institution
regulatory agencies, including the Federal Reserve Board and the FDIC. Deposit
flows and cost of funds are influenced by interest rates on competing
investments and general market rates of interest. Lending activities are
affected by the demand for financing of real estate and other types of loans,
which in turn is affected by the interest rates at which such financing may be
offered and other factors affecting local demand and availability of funds.
The Company's primary initial focus will be the development of the
Bank's business from a single office location. As warranted, the Company will
consider diversifying its activities over time to include additional services
and banking locations. The Company has no present plans to acquire or establish
any operating subsidiaries other than the Bank. It is expected, however, that
the Company may make acquisitions in the future if the Company becomes
profitable and such acquisitions are deemed to be in the best interests of the
Company and its shareholders. Such acquisitions, if any, will be subject to
certain regulatory approvals and requirements. See "Supervision and Regulation."
MARKET AREA AND COMPETITION
Competition in the Bank's market area is intense, and market share is
fragmented among a number of financial institutions. According to statistics
compiled by the FDIC, as of June 30, 1998 approximately 21 financial
institutions with a total of 91 branches were located in Collier County. The
Bank will also encounter competition from finance companies, insurance
companies, mortgage companies, securities brokerage firms, money market and
mutual funds, loan production offices, and other providers of financial
services. Most of the Bank's competitors have been in business for many years,
have established customer bases, are substantially larger, have substantially
larger lending limits than the Bank and can offer certain services, including
multiple branches and international banking services, that the Bank will be able
to offer only through correspondent banks, if at all. In addition, most of these
entities have greater capital resources than the Bank that, among other things,
may allow them to price their services at levels more favorable to clients and
to provide larger credit facilities than the Bank. The Company anticipates that
the Bank's legal lending limit of approximately $1,220,000 will be adequate to
satisfy the credit needs of most of its customers and that the needs of its
clients in excess of this amount will be met through loan participation
arrangements with correspondent banks and others; however, there can be no
assurance that the Bank will be successful in arranging loan participations that
will be both competitive with the products offered by competitors of the Bank
and advantageous to the Bank.
The Company believes that its personal service strategy will enhance
the Bank's ability to compete favorably by attracting individuals and local
businesses. The Bank will delegate appropriate authority to its personnel to
deal effectively and in a timely fashion with customer service needs. The Bank
expects to compete for loans principally through the type of loans offered,
interest rates, loan fees, and the quality of
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the service it will provide. The Bank will actively solicit deposit-related
customers and will compete for deposits by offering customers personal
attention, professional services and competitive interest rates.
PRIMARY SERVICE AREA
The Bank's proposed PSA will be the western portion of Collier County,
Florida, which is located on the southwest coast of Florida. Included in this
area are the cities of Naples and Marco Island. Naples serves as the county seat
of Collier County and is located 35 miles south of Ft. Myers, Florida and about
120 miles west of Miami, Florida.
BANK LOCATION AND FACILITIES
The proposed main office of the Bank is located in the northern sector
of Naples at the northwest corner of Airport Pulling Road and Vanderbilt Beach
Road. Based on 1997 traffic counts, the intersection ranks as the third busiest
in the county. This particular section of Collier County has been recognized as
a primary growth area for residential and commercial development and is expected
to be a hub of Naples within the next five years.
The Company is party to a lease (the "Lease") with Gulf Coast
Commercial Corporation, an unaffiliated third party real estate development
company that will construct a multi-story office building of which the Bank will
occupy approximately 7,500 square feet of space on two floors, consisting of a
lobby, executive and customer service offices, teller stations and vault
operations. The property will also contain a drive-through facility of four
lanes and adequate paved parking for customers and employees. The term of the
Lease will be ten years beginning on the earlier of (i) thirty days after the
lessor thereunder receives a certificate of occupancy for the building, and (ii)
the date the Bank opens for business. Under the Lease, the Company has two
options to renew the Lease term, each for a five year period. The annual base
rental amounts for the first and second years of the Lease term will be $159,000
and $189,000, respectively, with automatic increases for each year of the term
thereafter of between 3% and 6%, based upon increases in the Consumer Price
Index. Additional rental amounts will be due for the use of certain common areas
and other items. The Company expects that this facility will be completed and
available for the Bank's use in the second quarter of 1999.
Major construction projects are also underway within close proximity to
the Bank's proposed main office. Commercial sites are planned for the three
other corners of the Bank's intersection. In addition, North Collier Community
Hospital has opened a 100-bed facility 2.5 miles from the proposed Bank site.
The Cleveland Clinic, approximately 3 miles from the Bank, is constructing a
70-bed medical unit on the corner of I-75 and Pine Ridge Road. The Ritz Carlton
has publicly announced that it will begin construction during 1999 on a second
resort property in Naples. The luxury hotel chain plans to establish a 295-room
golf lodge on the northeast corner of Airport Pulling Road and Vanderbilt Beach
Road Extension, across from the Bank site. Management believes that this $35
million project will add significantly to the prestige of the area, as well as
potential bank customers through increased employment levels and traffic
patterns.
Adjoining the proposed Bank site, Pelican Bay Development Inc. has
publicly disclosed its plans to build an upscale mall that will become a major
addition to Pelican Marsh Golf & C.C., a very high-end residential community.
Within a five mile radius of the Bank are four major shopping centers that
occupy over 600,000 square feet of space and serve the surrounding affluent
communities.
ECONOMIC AND DEMOGRAPHIC FACTORS
Collier County, Florida had an estimated year-round population for 1998
of 203,000 residents, the vast majority of whom live in the western portion of
the county. According to Enterprise Florida, Inc., Department of Research, the
county's population rises each year by approximately one-third during the
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winter season (November through April). According to information published by
the Collier County Economic Development Council, 28.4 residential building
permits per 1,000 residents were issued in the Naples area during 1997, ranking
the Naples area first in the country in number of building permits issued per
capita. Based upon a study conducted by the University of Florida Bureau of
Economic and Business Research, the Southwest Florida region has been, and is
expected to continue to be, one of the fastest growing regions in the United
States.
Collier County has a diverse commercial and residential environment
with upscale resort areas, commercial office parks, residential developments,
shopping centers and entertainment areas. Collier County is located south of Lee
County and 30 minutes from the Southwest Florida International Airport, which
has a large number of daily domestic and international flights. The City of
Naples is easily accessible from the major cities of Florida through a modern,
well-maintained federal and state superhighway system. Tourism is a contributing
factor to the growth of Collier County. Located at the gateway to the
Everglades, Naples is a popular eco-travel destination. Young professionals and
wealthy retirees are among the many residents attracted to this area by its
quality of life and mild climate.
Between 1980 and 1990, the population of Collier County almost doubled,
from 85,971 to 152,099, and, in the last seven years, the population has grown
by another 50,901 to the current estimate of 203,000, according to information
compiled by Enterprise Florida, Inc., Department of Research. It is projected by
Enterprise Florida, Inc. and the University of Florida Bureau of Economic and
Business Research that the population of Collier County will be 315,900 by the
year 2015. Also, according to the University of Florida, the median age in
Collier County in 1995 was 42.5 years.
According to statistics of the U.S. Department of Housing and Urban
Development, in 1995 the median family income in Collier County was $48,800 and,
according to data compiled by the Collier County Economic Development Council,
the 1995 average household effective buying income was $55,928, both figures
being the highest in the State of Florida. Based on data compiled by the Collier
County Economic Development Council, the 1996 median value of a single family
home in Collier County was $136,483.
Collier County's economic base is built on services, retail trade,
tourism, agriculture, government and construction. Historically, employment
within the county has been seasonal and associated with the seasonally based
tourist economy and the return of part-year residents during the winter months.
In 1997, the unemployment rate for Collier County was 6.0%, higher than the
national average of 5.4% and the Florida average of 5.1%. Growth in the county's
labor force from 1985 to 1995 was 68.6%, which was significantly higher than the
State of Florida's rate of 27.95%. The service industry is the largest
employment segment with 31%, followed by retail trade with 24%, agriculture with
14%, government with 10%, and construction with 9%.
PRODUCTS AND SERVICES
The Bank is being established to meet the local consumer and commercial
financing needs of the residents and businesses of the Bank's PSA. Consequently,
the Bank intends to aggressively seek creditworthy loans in this limited
geographic area. The Bank will make commercial loans to small- to medium-sized
businesses and professional concerns, consumer loans to individuals, primary and
secondary mortgage loans for the acquisition or improvement of personal
residences, and real estate related loans, including construction loans for
residential and commercial properties.
Although the Bank proposes to take a progressive and competitive
approach to lending, it intends to stress high quality in its loans. To promote
such quality lending, the Board of Directors of the Bank will adopt appropriate
lending policies and procedures. Under these policies, a maximum lending
authority will be established for each loan officer. Each loan request exceeding
a loan officer's authority will be approved by one or more senior officers. On a
monthly basis, the entire Board of Directors will review all loans made
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in the preceding month. In addition, a loan committee of the Board of Directors
of the Bank will review larger loans for prior approval when the loan request
exceeds the established limits for the senior officers. Because of the Bank's
local focus, management believes that it can achieve quality control while still
providing prompt and personal service.
The Bank intends to maintain a continuous loan review process designed
to promote early identification of credit quality problems. The Bank's credit
review administrator will be responsible for conducting a continuous internal
review which tests compliance with loan policy and documentation of all loans.
Any past due loans and identified problem loans will be reviewed with the Board
of Directors on a monthly basis.
Under the regulations of the OCC, a national bank's total outstanding
loans and extensions of credit, both secured and unsecured, to one borrower may
not exceed 15% of the bank's capital and surplus, plus an additional 10% of the
bank's capital and surplus if the amount that exceeds the 15% general limit is
fully secured by readily marketable collateral, as defined in the regulations.
Under these regulations, the Bank's initial general lending limit to one
borrower will be approximately $1,220,000, plus an additional $810,000 for loans
secured by readily marketable collateral. While the Bank expects generally to
employ more conservative lending limits, the Board of Directors will have
discretion to lend up to these legal limits.
Commercial Loans. Commercial lending will be directed principally
toward small to mid-sized businesses, including commercial real estate
developers, whose demands for funds either fall within the legal lending limits
of the Bank or can be satisfied through loan participations arranged by the
Bank. The Bank intends to offer a variety of commercial loan services including
term loans, lines of credit, and equipment receivables financing. A broad range
of short-to-medium term commercial loans, both collateralized and
uncollateralized, will be made available to businesses for working capital
(including inventory and receivables), business expansion (including
acquisitions of real estate and improvements), and the purchase of machinery and
equipment. The purpose of a particular loan will determine its structure.
The Bank's commercial loans are expected to be underwritten primarily
on the basis of the borrower's ability to service such debt from income. As a
general practice, the Bank expects to take as collateral a security interest in
any available real estate, equipment, or other chattel, although such loans may
be made on an uncollateralized basis. Secured working capital loans are expected
to be primarily collateralized by short term assets, whereas term loans are
expected to be collateralized primarily by long term assets.
Unlike residential mortgage loans, which are generally made on the
basis of the borrower's ability to make repayment from his employment and other
income and which are collateralized by real property whose value tends to be
easily ascertainable, commercial loans are typically made on the basis of the
borrower's ability to make repayment from the cash flow of its business and are
generally collateralized by business assets, such as accounts receivable,
equipment and inventory. As a result, the availability of funds for the
repayment of commercial loans may be substantially dependent on the success of
the business itself. Further, the collateral securing the loans, which may
depreciate over time, occasionally cannot be appraised with as much precision as
residential real estate, and may fluctuate in value based on the success of the
business. Risks associated with these loans can be significant and include, but
are not limited to, fraud, bankruptcy, economic downturns, deteriorated or
non-existing collateral, customer financial problems, and changes in interest
rates.
Residential Real Estate Loans. The Bank will make real estate loans,
consisting primarily of one to four-unit family structures. The loans, which
will generally be long-term, will have either fixed or variable interest rates.
It will be the Bank's general policy to retain all variable interest rate
mortgage loans in the Bank's loan portfolio and to sell all fixed rate loans in
the secondary market. This policy will be
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subject to review by management and the Bank's Board of Directors as a result of
changing market and economic conditions and other relevant factors.
Retention of variable interest rate loans in the Bank's loan portfolio
is expected to reduce the Bank's exposure to fluctuations in interest rates.
However, such loans generally pose credit risks different from the risks
inherent in fixed rate loans, primarily because as interest rates rise the
underlying payments from the borrowers rise, thereby increasing potential for
default.
Additionally, the Bank will make residential construction loans for one
to four-unit family structures. The Bank will require a first lien position on
the land associated with the construction project and will offer these loans to
homeowners and qualified builders. Loan disbursements will require on-site
inspections to assure the project is on budget and that the loan proceeds are
being used for the construction project and not diverted to another project. The
loan-to-value ratio for such loans will generally be 80% of the lower of
as-built appraised value or project cost, and will be a maximum of 90% if the
loan is amortized. To be eligible for a residential construction loan, a
borrower must be pre-qualified for permanent financing.
Consumer Loans. The Bank plans to make consumer loans, consisting
primarily of installment loans to individuals for personal, family and household
purposes, including loans for automobiles, home improvements, second mortgages,
home equity lines of credit, and investments. Consumer loans will be attractive
to the Bank because they typically have a shorter term and carry higher interest
rates than that charged on other types of loans. Consumer loans, however, do
pose additional risks of collectibility when compared to traditional types of
loans granted by commercial banks such as residential mortgage loans. In many
instances, the Bank will be required to rely on the borrower's ability to repay
since the collateral may be of reduced value at the time of collection.
Accordingly, the initial determination of the borrower's ability to repay is of
primary importance in the underwriting of consumer loans. Additional risks
associated with consumer loans include, but are not limited to, fraud,
deteriorated or non-existent collateral, general economic downturn, customer
financial problems, and changes in interest rates.
Deposits. The Bank plans to attract deposits by offering a broad array
of competitively priced deposit services, including personal and business
checking accounts, senior checking accounts, interest-bearing checking accounts,
regular savings accounts, money market deposits (transaction and investment),
certificates of deposit, retirement accounts, and other deposit or fund transfer
services as permitted by law or regulation and required to remain competitive in
the Bank's market. The Bank intends to seek deposits through an aggressive
marketing plan in its overall service area, a broad product line, and
competitive services. The primary sources of deposits will be residents and
businesses located in the Bank's PSA, attracted through personal solicitation by
the Bank's officers and directors, direct mail solicitations, and advertisements
published in the local media.
Other Bank Services. Management of the Bank intends to establish and
provide other bank services, such as loans in excess of the Bank's lending
limits, through relationships with correspondent banks and other third party
service providers. There can be no assurance, however, that the Bank will be
successful in establishing such relationships.
INVESTMENTS
Funds generated by the Bank as a result of increases in deposits,
decreases in loans, or otherwise which are not immediately used by the Bank will
be invested in securities to be held in the investment portfolio. Such
investments are expected to consist primarily of obligations of the United
States (or obligations guaranteed as to principal and interest by the United
States) and other investment grade securities, in compliance with the laws and
regulations applicable to national banks. The investment portfolio will be
structured so that it provides for an ongoing source of funds for meeting loan
and deposit demands and for reinvestment opportunities to take advantage of
changes in the interest rate environment.
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ASSET/LIABILITY MANAGEMENT
The Bank intends to manage its assets and liabilities to provide an
optimum and stable net interest margin, a profitable after-tax return on assets
and return on equity, and adequate liquidity. These management functions will be
conducted within the framework of written loan and investment policies, which
the Bank intends to adopt. The Bank will attempt to maintain a balanced position
between rate sensitive assets and rate sensitive liabilities.
DATA PROCESSING
Data processing services will be purchased on a contract basis,
reducing the number of persons otherwise required to handle the operational
functions of the Bank. The Bank is in the process of discussing arrangements
with potential data processing providers.
EMPLOYEES
Upon commencement of operations, the Bank is expected to have
approximately 19 full time- equivalent employees. The Company is not expected to
have any employees who are not also employees of the Bank. At present, the
Company's only full-time employees are Mr. Richard E. Horne and Mr. Sidney T.
Jackson.
The Bank intends to hire additional officers and employees prior to
commencement of the Bank's operations. The Bank plans to employ as officers and
employees primarily persons from the Naples area who have substantial experience
and proven records in banking. The Bank plans to pay competitive salaries to
attract and retain such officers and employees.
SUPERVISION AND REGULATION
GENERAL
The Company and the Bank will operate in a highly regulated
environment, and the business activities of the Company are, and, upon its
formation, those of the Bank will be, supervised by a number of regulatory
agencies, including the Federal Reserve Board, the OCC, the FDIC, and the
Florida Department of Banking and Finance (the "Banking Department").
The following is a brief summary of certain statutes, rules and
regulations affecting the Company and the Bank. This summary is qualified in its
entirety by reference to the particular statutory and regulatory provisions
referred to and is not intended to be an exhaustive description of the statutes
or regulations applicable to the business of the Company and the Bank.
Supervision, regulation, and examination of the Company and the Bank by the bank
regulatory agencies are intended primarily for the protection of the Federal
Deposit Insurance Fund and the Bank's depositors rather than shareholders of the
Company. The Company plans to comply, and to cause the Bank to comply, with all
of the statutes and regulations described herein as may be applicable to them
from time to time.
The Company will be regulated by the Federal Reserve Board under the
federal Bank Holding Company Act of 1956 (the "BHCA"), which requires every bank
holding company to obtain the prior approval of the Federal Reserve Board before
acquiring more than 5% of the voting shares of any bank or all or substantially
all of the assets of a bank, or before merging or consolidating with another
bank holding company. The Federal Reserve Board (pursuant to regulation and
published policy statements) has maintained that a bank holding company must
serve as a source of financial strength to its subsidiary banks. In adhering to
the Federal Reserve Board policy, the Company may be required to provide
financial support
-9-
<PAGE> 10
to its subsidiary bank at a time when, absent such Federal Reserve Board policy,
the Company would not deem it advisable to provide such assistance.
Under the Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994, which became effective in November 1994, the restrictions on interstate
acquisitions of banks by bank holding companies were repealed as of September
29, 1995, such that the Company and any other bank holding company located in
Florida is able to acquire a bank located in any other state, and a bank holding
company located outside Florida can acquire any Florida-based bank, in either
case subject to certain deposit percentage and other restrictions. Beginning on
June 1, 1997, the legislation provides that unless an individual state has
elected to prohibit out-of-state banks from operating interstate branches within
its territory, adequately capitalized and managed bank holding companies will be
able to consolidate their multi-state bank operations into a single bank
subsidiary and to branch on an interstate basis. De novo branching by an
out-of-state bank would be permitted only if it is expressly permitted by the
laws of the host state. Florida does not permit de novo branching by an
out-of-state bank. Therefore, the only method by which an out-of-state bank or
bank holding company may enter Florida is through an acquisition. The authority
of a bank to establish and operate branches within a state will continue to be
subject to applicable state branching laws.
A bank holding company is generally prohibited from acquiring control
of any company which is not a bank and from engaging in any business other than
the business of banking or managing and controlling banks. However, there are
certain activities which have been identified by the Federal Reserve Board to be
so closely related to banking as to be a proper incident thereto and thus
permissible for bank holding companies. Effective April 21, 1997, the Federal
Reserve Board revised and expanded the list of permissible non-banking
activities, which now includes the following: extending credit and servicing
loans; acting as investment or financial advisor to subsidiaries and certain
outside companies; leasing personal and real property or acting as a broker with
respect thereto; providing management and employee benefits consulting and
career counseling services to nonaffiliated banks and nonbank depository
institutions; operating certain nonbank depository institutions; performing
certain trust company functions; providing certain agency transnational
services, including securities brokerage services, riskless principal
transactions, private placement services, and acting as a futures commission
merchant; providing data processing and data transmission services; acting as an
insurance agent or underwriter with respect to certain limited types of
insurance; performing real estate appraisals; arranging commercial real estate
equity financing; providing check-guaranty, collection agency and credit bureau
services; engaging in asset management, servicing and collection activities;
providing real estate settlement services; acquiring certain debt which is in
default; underwriting and dealing in obligations of the United States, the
states and their political subdivisions; engaging as a principal in foreign
exchange trading and dealing in precious metals; providing other support
services such as courier services and the printing and selling of checks; and
investing in programs designed to promote community welfare.
In determining whether an activity is so closely related to banking as
to be permissible for bank holding companies, the Federal Reserve Board is
required to consider whether the performance of such activities by a bank
holding company or its subsidiaries can reasonably be expected to produce
benefits to the public such as greater convenience, increased competition and
gains in efficiency that outweigh the possible adverse effects such as undue
concentration of resources, decreased or unfair competition, conflicts of
interest and unsound banking practices. Generally, bank holding companies are
required to obtain the prior approval of the Federal Reserve Board to engage in
any new activity not previously approved by the Federal Reserve Board. The
Company has no current plans to engage in any business other than the business
of owning and controlling the Bank.
The Bank, as a subsidiary of the Company, is subject to restrictions
under federal law in dealing with the Company and other affiliates, if any.
These restrictions apply to extensions of credit to an affiliate, investments in
the securities of an affiliate and the purchase of assets from an affiliate.
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<PAGE> 11
Loans and extensions of credit by national banks are subject to legal
lending limitations. Under federal law, a national bank may grant unsecured
loans and extensions of credit in an amount up to 15% of its unimpaired capital
and surplus to any person if the loans and extensions of credit are not fully
secured by collateral having a market value at least equal to their face amount.
In addition, a national bank may grant loans and extensions of credit to a
single person in an amount up to 10% of its unimpaired capital and surplus,
provided that the transactions are fully secured by readily marketable
collateral having a market value, determined by reliable and continuously
available price quotations, at least equal to the amount of funds outstanding.
This 10% limitation is separate from, and in addition to, the 15% limitation for
unsecured loans. Loans and extensions of credit may exceed the general lending
limit if they qualify under one of several exceptions. Such exceptions include
certain loans or extensions of credit arising from the discount of commercial or
business paper, the purchase of bankers' acceptances, loans secured by documents
of title, loans secured by U.S. obligations and loans to or guaranteed by the
federal government.
CAPITAL ADEQUACY REQUIREMENTS
Both the Company and the Bank are subject to regulatory capital
requirements imposed by the Federal Reserve Board and the OCC. The Federal
Reserve Board and the OCC have issued risk-based capital guidelines for bank
holding companies and banks which make regulatory capital requirements more
sensitive to differences in risk profiles of various banking organizations. The
capital adequacy guidelines issued by the Federal Reserve Board are applied to
bank holding companies on a consolidated basis. The OCC's risk capital
guidelines apply directly to national banks regardless of whether they are
subsidiaries of a bank holding company. Both agencies' requirements (which are
substantially similar), provide that banking organizations must have capital
equivalent to 8% of weighted risk assets. The risk weights assigned to assets
are based primarily on credit risks. Both the Federal Reserve Board and the OCC
have also implemented new minimum capital leverage ratios to be used in tandem
with the risk-based guidelines in assessing the overall capital adequacy of
banks and bank holding companies. Under these rules, banking institutions are
required to maintain a ratio of 3% "Tier 1" capital to total assets (net of
goodwill). Tier 1 capital includes common shareholders equity, noncumulative
perpetual preferred stock and minority interests in the equity accounts of
consolidated subsidiaries, less certain intangible assets.
The OCC's guidelines provide that intangible assets are generally
deducted from Tier 1 capital in calculating a bank's risk-based capital ratio.
However, certain intangible assets which meet specified criteria ("qualifying
intangibles"), such as mortgage servicing rights, are retained as a part of Tier
1 capital. The OCC currently maintains that only mortgage servicing rights and
purchased credit card relationships meet the criteria to be considered
qualifying intangibles. The OCC's guidelines formerly provided that the amount
of such qualifying intangibles that may be included in Tier 1 capital was
strictly limited to a maximum of 25% of total Tier 1 capital. The OCC has
amended its guidelines to increase the limitation on such qualifying intangibles
from 25% to 50% of Tier 1 capital and further to permit the inclusion of
purchased credit card relationships as a qualifying intangible asset.
In addition, the OCC has adopted rules which clarify treatment of asset
sales with recourse not reported on a bank's balance sheet. Among assets
affected are mortgages sold with recourse under Federal National Mortgage
Association, Federal Home Loan Mortgage Corporation and Federal Farm Credit Bank
programs. The rules clarify that even though those transactions are treated as
asset sales for bank Call Report purposes, those assets will still be subject to
a capital charge under the risk-based capital guidelines.
Both the risk-based capital guidelines and the leverage ratio are
minimum requirements, applicable only to top-rated banking institutions.
Institutions operating at or near these levels are expected to have well
diversified risk, high asset quality, high liquidity, good earnings and in
general, have to be considered strong banking organizations rated composite 1
under the CAMEL rating system for banks. Institutions with lower ratings and
institutions with high levels of risk or experiencing or anticipating
significant growth would be expected to maintain ratios 100 to 200 basis points
above the stated minimums.
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<PAGE> 12
The OCC, the Federal Reserve Board and the FDIC have adopted
regulations revising their risk- based capital guidelines to ensure that the
guidelines take adequate account of interest rate risk. Interest rate risk is
the adverse effect that changes in market interest rates may have on a bank's
financial condition and is inherent to the business of banking. Under the new
regulations, when evaluating a bank's capital adequacy, the agency's capital
standards now explicitly include a bank's exposure to declines in the economic
value of its capital due to changes in interest rates. The exposure of a bank's
economic value generally represents the change in the present value of its
assets, less the change in the value of its liabilities, plus the change in the
value of its interest rate off-balance sheet contracts. Concurrently, the
agencies issued a joint policy statement, effective June 26, 1996, to provide
guidance on sound practices for managing interest rate risk. In the policy
statement, the agencies emphasize the necessity of adequate oversight by a
bank's Board of Directors and senior management and of a comprehensive risk
management process. The policy statement also describes the critical factors
affecting the agencies' evaluations of a bank's interest rate risk when making a
determination of capital adequacy. The agencies' risk assessment approach used
to evaluate a bank's capital adequacy for interest rate risk relies on a
combination of quantitative and qualitative factors. Banks that are found to
have high levels of exposure and/or weak management practices will be directed
by the agencies to take corrective action.
The Federal Reserve Board's regulations provide that the foregoing
capital requirements will generally be applied on a bank-only (rather than a
consolidated) basis in the case of a bank holding company with less than $150
million in total consolidated assets. Nonetheless, the Company's risk-based
capital ratio and leverage ratio, in each case as calculated on a consolidated
basis under the Federal Reserve Board's capital guidelines, currently exceed
these requirements.
PROMPT CORRECTIVE ACTION
The Federal Deposit Insurance Corporation Improvement Act of 1991 (the
"FDICIA"), enacted on December 19, 1991, provides for the development of a
regulatory monitoring system requiring prompt corrective action on the part of
banking regulators with regard to certain classes of undercapitalized
institutions. While the FDICIA does not change any of the minimum capital
requirements, it directs each of the federal banking agencies to issue
regulations putting the monitoring plan into effect. The FDICIA creates five
"capital categories" ("well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" and "critically
undercapitalized") which are defined in the FDICIA and which will be used to
determine the severity of corrective action the appropriate regulator may take
in the event an institution reaches a given level of undercapitalization. For
example, an institution which becomes "undercapitalized" must submit a capital
restoration plan to the appropriate regulator outlining the steps it will take
to become adequately capitalized. Upon approving the plan, the regulator will
monitor the institution's compliance. Before a capital restoration plan will be
approved, any entity controlling a bank (i.e., holding companies) must guarantee
compliance with the plan until the institution has been adequately capitalized
for four consecutive calendar quarters. The liability of the holding company is
limited to the lesser of five percent of the institution's total assets or the
amount which is necessary to bring the institution into compliance with all
capital standards. In addition, "undercapitalized" institutions will be
restricted from paying management fees, dividends and other capital
distributions, will be subject to certain asset growth restrictions and will be
required to obtain prior approval from the appropriate regulator to open new
branches or expand into new lines of business.
As an institution's capital levels decline, the extent of action to be
taken by the appropriate regulator increases, restricting the types of
transactions in which the institution may engage and ultimately providing for
the appointment of a receiver for certain institutions deemed to be critically
undercapitalized.
In order to comply with the FDICIA, the Federal Reserve Board, the OCC
and the FDIC have adopted regulations defining operational and managerial
standards relating to internal controls, loan
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<PAGE> 13
documentation, credit underwriting criteria, interest rate exposure, asset
growth, and compensation, fees and benefits.
In response to the directive issued under the FDICIA, the regulators
have established regulations which, among other things, prescribe the capital
thresholds for each of the five capital categories established by the FDICIA.
The following table reflects the capital thresholds:
<TABLE>
<CAPTION>
TOTAL RISK- TIER 1 RISK- TIER 1
BASED CAPITAL BASED CAPITAL LEVERAGE
RATIO RATIO RATIO
<S> <C> <C> <C>
Well capitalized (1)............................. >=10% >=6% >=5%
Adequately Capitalized (1)....................... >=8 >=4 >=4(2)
Undercapitalized (4)............................. <8 <4 <4(3)
Significantly Undercapitalized (4)............... <6 <3 <3
Critically Undercapitalized...................... -- -- <=2(5)
</TABLE>
- ----------
(1) An institution must meet all three minimums.
(2) 3% for composite 1-rated institutions, subject to appropriate federal
banking agency guidelines.
(3) <3% for composite 1-rated institutions, subject to appropriate federal
banking agency guidelines.
(4) An institution falls into this category if it is below the specified capital
level for any of the three capital measures.
(5) Ratio of tangible equity to total assets.
In addition, in its application to the OCC to obtain a national bank
charter and in its application to the FDIC to obtain federal deposit insurance,
the Bank represented that it intends to maintain a Tier 1 capital ratio of at
least 8% for the first three years of its operation. The Company intends to
comply with the FDICIA.
The scope of regulation and permissible activities of the Company and
the Bank is subject to change by future federal and state legislation. In
addition, regulators sometimes require higher capital levels on a case-by-case
basis based on such factors as the risk characteristics or management of a
particular institution. The Company and the Bank are not aware of any attributes
of their operating plan that would cause regulators to impose higher
requirements.
OTHER REGULATION
FDIC. The deposits of customers with the Bank will be insured by the
FDIC to the fullest extent provided by law. The major functions of the FDIC with
respect to insured banks include paying depositors in the event an insured bank
is closed because of its inability to meet the demands of depositors, acting as
a receiver of insured banks placed in receivership, and preventing the
continuance or development of unsafe and unsound banking practices. In addition,
the FDIC is authorized to examine national banks whenever it deems such
examination necessary to determine the condition of the institution for
insurance purposes. The FDIC also approves conversions, mergers, consolidations
and assumption of deposit liability transactions between insured banks and
non-insured banks or institutions.
Dividends. The Bank will be restricted in its ability to pay cash
dividends to the Company under the national banking laws and by regulations of
the OCC. Pursuant to 12 U.S.C. Section 56, a national bank may not pay dividends
from its capital. All dividends must be paid out of undivided profits, subject
to other applicable provisions of law. Payments of dividends out of undivided
profits is further limited by 12 U.S.C. Section 60(a), which prohibits a bank
from declaring a dividend on its shares of common stock until its surplus equals
its stated capital, unless there has been transferred to surplus not less than
1/10 of the Bank's net income of the preceding two consecutive half-year periods
(in the case of an annual dividend). Pursuant
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<PAGE> 14
to 12 U.S.C. Section 60(b), the approval of the OCC is required if the total of
all dividends declared by the Bank in any calendar year exceeds the total of its
net income for that year combined with its retained net income for the preceding
two years, less any required transfers to surplus.
The OCC has enacted regulations concerning the level of allowable
dividend payments by national banks. The intended effect of these regulations is
to make the calculation of national banks' dividend-paying capacity consistent
with generally accepted accounting principles (GAAP). In this regard, the
allowance for loan and lease losses is not considered an element of either
"undivided profits then on hand" or "net profits." Further, a national bank may
be able to use a portion of its capital surplus account as "undivided profits
then on hand," depending on the composition of that account.
CRA and Fair Lending. On April 19, 1995, the federal bank regulatory
agencies adopted revisions to the regulations promulgated pursuant to the
Community Reinvestment Act of 1977 (the "CRA"), which are intended to set
distinct assessment standards for financial institutions. The revised regulation
contains three evaluation tests: (a) a lending test which will compare the
institution's market share of loans in low to moderate-income areas to its
market share of loans in its entire service area, (b) a services test which will
evaluate the provision of services that promote the availability of credit to
low- and moderate-income areas, and (c) an investment test, which will evaluate
an institution's record of investments in organizations designed to foster
community development, small- and minority-owned businesses and affordable
housing lending, including state and local government housing or revenue bonds.
The regulation is designed to provide regulators, institutions and community
groups with an objective and predictable manner with which to evaluate the CRA
performance of financial institutions. The rule became effective on January 1,
1996, when evaluation under streamlined procedures began for institutions with
assets of less than $250 million that are owned by a holding company with total
assets of less than $1 billion.
Congress and the federal agencies responsible for implementing the
nation's fair lending laws, which include the Department of Housing and Urban
Development, the Federal Trade Commission, and the Department of Justice in
addition to the federal banking agencies, have been increasingly concerned that
prospective home buyers and other borrowers are experiencing discrimination in
their efforts to obtain loans. In recent years, the Department of Justice has
filed suit against financial institutions which it determined had engaged in
discriminatory lending, seeking fines and restitution for borrowers who
allegedly suffered from these practices. Most, if not all, of these suits have
been settled (some for substantial sums) without a full adjudication on the
merits.
On March 8, 1994, the federal agencies, in an effort to clarify what
constitutes lending discrimination and to specify the factors the agencies will
consider in determining if lending discrimination exists, announced a joint
policy statement detailing specific discriminatory practices prohibited under
the Equal Credit Opportunity Act of 1974 and the Fair Housing Act of 1968. In
the policy statement, three methods of proving lending discrimination were
identified: (a) overt evidence of discrimination, when a lender blatantly
discriminates on a prohibited basis, (b) evidence of disparate treatment, when a
lender treats applicants differently based on a prohibited factor even where
there is no showing that the treatment was motivated by prejudice or a conscious
intention to discriminate against a person, and (c) evidence of disparate
impact, when a lender applies a practice uniformly to all applicants, but the
practice has a discriminatory effect, even where such practices are neutral on
their face and are applied equally, unless the practice can be justified on the
basis of business necessity.
FDIC Insurance Assessments. The Bank will be subject to FDIC deposit
insurance assessments for the Bank Insurance Fund ("BIF"). The FDIC has
implemented a risk-based assessment system under which banks are assessed on a
sliding scale depending on their placement in nine separate supervisory
categories. Recent legislation provides that BIF insured institutions, such as
the Bank, will share the Financial Corporation ("FICO") bond service obligation.
Previously, only financial institutions (typically thrifts) insured under the
Savings Association Insurance Fund ("SAIF") were obligated to contribute to the
FICO
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<PAGE> 15
bond service. As of the most recent BIF semiannual assessment period, December
31, 1998, BIF insured financial institutions paid federal deposit insurance
assessments ranging from zero cents ($0.0) per $100 of BIF insured deposits, the
rate for the healthiest and highest rated institutions, to twenty-seven cents
($0.27) per $100 of BIF insured deposits, the rate for the lowest rated
institutions. It is anticipated that initially the Bank will be in the highest
rated category and thus, based on the most recent assessment period, pay no
federal deposit insurance assessment. As of the June 30, 1998 FICO assessment
adjustment date, BIF insured institutions were required to pay an annual FICO
assessment, payable in quarterly installments, of one and twenty-sixth
hundredths cents ($0.0126) per $100 of insured deposits.
Future Requirements. Statutes and regulations may be proposed
containing wide-ranging measures for altering the structures, regulations and
competitive relationships of the nation's financial institutions. It cannot be
predicted whether or in what form any proposed statutes or regulations will be
adopted or the extent to which the business of the Company and the Bank may be
affected by such statutes or regulations.
FLORIDA BUSINESS CORPORATION ACT
Dividends. The Company will be restricted in the payment of dividends
by the Florida Act, which prohibits a corporation from making a distribution to
its shareholders if, after giving effect to the distribution, the corporation
would be unable to pay its debts as they become due in the usual course of
business, or if the corporation's total assets would be less than the sum of its
total liabilities plus the amount that would be needed, if the corporation were
to be dissolved at the time of the distribution, to satisfy the preferential
rights upon dissolution of shareholders whose preferential rights are superior
to those receiving the distribution.
Bank Holding Company Provisions. Florida does not impose additional
statutory provisions on the Company because of the Company's status as a bank
holding company.
ITEM 2. DESCRIPTION OF PROPERTY
The Company and the Bank currently maintain temporary offices located
at 501 Goodlette Road North, Suite D-12, Naples, Florida 34102, pursuant to a
month-to-month lease arrangement.
The proposed main office of the Bank is located in the northern sector
of Naples at the northwest corner of Airport Pulling Road and Vanderbilt Beach
Road. The Company is party to a lease with Gulf Coast Commercial Corporation, an
unaffiliated third party real estate development company that will construct a
multi-story office building at such location, of which the Bank will occupy
approximately 7,500 square feet of space on two floors, consisting of a lobby,
executive and customer service offices, teller stations and vault operations.
The property will also contain a drive-through facility of four lanes and
adequate paved parking for customers and employees. The term of the Lease will
be ten years beginning on the earlier of (i) thirty days after the lessor
thereunder receives a certificate of occupancy for the building, and (ii) the
date the Bank opens for business. Under the Lease, the Company has two options
to renew the Lease term, each for a five year period. The annual base rental
amounts for the first and second years of the Lease term will be $159,000 and
$189,000, respectively, with automatic increases for each year of the term
thereafter of between 3% and 6%, based upon increases in the Consumer Price
Index. Additional rental amounts will be due for the use of certain common areas
and other items. The Company expects that this facility will be completed and
available for the Bank's use in the second quarter of 1999.
ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company or the Bank
is a party or to which any of their properties are subject, nor are there
proceedings known to the Company to be contemplated by any
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<PAGE> 16
governmental authority. There are no material proceedings known to the Company,
pending or contemplated, in which any director, officer or affiliate or any
principal security holder of the Company is a party adverse to the Company or
the Bank or has a material interest adverse to the Company or the Bank.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year
ended December 31, 1998 to a vote of security holders of the Company.
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<PAGE> 17
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company's Common Shares began trading on the OTC Bulletin Board as
of February 4, 1999, the closing date for the Company's initial public offering.
HOLDERS OF COMMON SHARES
As of March 15, 1999, the number of holders of record of the Company's
Common Shares was 96.
DIVIDENDS
To date, the Company has not declared or paid any dividends on its
Common Shares. As the Company and the Bank are both start-up operations, it is
the policy of the Board of Directors of the Company to reinvest earnings for
such period of time as is necessary to ensure the success of the operations of
the Company and of the Bank. There are no current plans to initiate payment of
cash dividends, and future dividend policy will depend on the Bank's earnings,
capital requirements, financial condition and other factors considered relevant
by the Board of Directors of the Company.
The source of dividends to the Company's shareholders, if any, in the
future will depend primarily upon the earnings of the Bank and its ability to
pay dividends to the Company, as to which there can be no assurance. The payment
of dividends by the Bank is subject to a determination by the Bank's Board of
Directors and will depend upon a number of factors, including capital
requirements, regulatory limitations, the Bank's results of operations and
financial condition, tax considerations, and general economic conditions.
The Bank is restricted in its ability to pay dividends under the
national banking laws and by regulations of the OCC. Pursuant to 12 U.S.C. ss.
56, a national bank may not pay dividends from its capital. In addition, no
dividends may be paid in an amount greater than a national bank's undivided
profits, subject to other applicable provisions of law. Payment of dividends out
of undivided profits is further limited by 12 U.S.C. ss. 60(a), which prohibits
a bank from declaring a dividend on its shares of common stock until its surplus
equals its common capital, unless there has been transferred to surplus not less
than 1/10 of the Bank's net income of the preceding two consecutive half-year
periods (in the case of an annual dividend). Pursuant to 12 U.S.C. ss. 60(b),
the approval of the OCC is required if the total of all dividends declared by
the Bank in any calendar year exceeds the total of its net income for that year
combined with its retained net income for the preceding two years, less any
required transfers to surplus or a fund for the retirement of any preferred
stock.
RECENT SALES OF UNREGISTERED SECURITIES
To facilitate the organization of the Company, on September 30, 1998
100 Common Shares, par value $.01 per share, were sold by the Company to Richard
E. Horne, President and Chief Executive Officer of the Company, for a total
offering price of $100.00. The Company issued and sold such shares in reliance
on the exemption from registration provided by Section 4(2) of the Securities
Act of 1933.
USE OF PROCEEDS FROM SALES OF REGISTERED SECURITIES
On February 10, 1999, the Company completed an initial public offering
of its Common Shares, $.01 par value per share. The underwriter in the Offering
was Ashtin Kelly & Co. (the "Underwriter"). The
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<PAGE> 18
Common Shares sold in the offering were registered under the Securities Act of
1933, as amended, on a Registration Statement on Form SB-2 (the "Registration
Statement," registration number 333-39203). The Registration Statement was
declared effective by the Securities and Exchange Commission on February 4,
1999.
The Offering terminated on February 10, 1999 when the Underwriter
purchased from the Company all 1,150,000 Common Shares registered under the
Registration Statement. The Company registered a total of 1,150,000 shares at an
offering price of $10.00 per share, for an aggregate price of the amount
registered of $11,500,000.
From the effective date of the Registration Statement to February 10,
1999, the Company paid an aggregate of $407,500 in underwriting discounts and
commissions and underwriter expenses. In addition, the following table sets
forth all expenses incurred in connection with the Offering, other than
underwriting discounts and commissions. None of the amounts shown were paid
directly or indirectly to any director, officer, or general partner of the
Company or their associates, persons owning ten percent or more of any class of
equity securities of the Company, or an affiliate of the Company.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee $ 5,243
NASD filing fee ................................... 2,225
Printing and engraving expenses ................... 32,301
Accounting fees and expenses ...................... 52,575
Legal fees and expenses ........................... 103,000
Blue Sky fees and expenses ........................ 35,739
Transfer Agent .................................... 16,100
Miscellaneous ..................................... 2,694
--------
TOTAL ............................................. $249,877
========
</TABLE>
After deducting underwriting discounts and commissions and the offering
expenses described above, net proceeds to the Company from the Offering were
approximately $10,842,623. Of this amount, the Company will infuse $9,000,000
into the Bank's capital. The remaining proceeds were applied or invested as
follows (amounts are estimated):
<TABLE>
<S> <C>
Repayment of indebtedness............................................................... $ 1,061,569
Temporary investments................................................................... 600,000
Working capital......................................................................... 181,054
-----------
Total................................................................................... $ 1,842,623
===========
</TABLE>
None of the net proceeds of the offering were paid directly or
indirectly to any director, officer or general partner of the Company or their
associates, persons owning ten percent or more of any class of equity securities
of the Company, or an affiliate of the Company, except that the Company's
directors Earl G. Hodges, William L. McDaniel, Jr., William J. Ryan, Donald W.
Ketterhagen and Pierce T. Neese, who had
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<PAGE> 19
advanced an aggregate of $50,000 to the Company, were repaid without interest,
and an organizational loan held by Sidney T. Jackson, an organizer of the
Company, was repaid according to its terms.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion of the Company's financial condition and
results of operations should be read in conjunction with the Company's
Consolidated Financial Statements, related notes and statistical information
included elsewhere herein.
COMPLETION OF THE OFFERING.
The Company was incorporated under the laws of the State of Florida on
January 23, 1997 , primarily to serve as a bank holding company for Marine
National Bank of Naples, a national bank (in organization). Since Inception, the
Company filed with the SEC (and subsequently amended) a registration statement
on Form SB-2 (the "Registration Statement") with respect to the initial public
offering of 1,150,000 of its Common Shares at a price of $10 per share. The
Offering was underwritten by Ashtin Kelly & Co. After the Registration Statement
had been declared effective by the SEC on February 4, 1999, the Company closed
the Offering on February 10, 1999 (the "Closing"). Net of selling expenses, the
Company received $10,842,623 in the Offering.
The Company has used the net proceeds of the Offering, among other
things, to repay (i) approximately $657,046 in principal amount, accrued
interest and fees with respect to certain organizational loans, (ii)
approximately $50,000 in non-interest bearing advances from various of its
directors, and (iii) approximately $354,523 in principal and accrued interest
with respect to certain lines of credit from The Bankers Bank, Atlanta, Georgia,
all of which borrowings had been obtained by the Company in order to fund its
start-up and organizational expenses.
PLAN OF OPERATIONS
The Company and the Bank are still in a developmental stage and will
remain in such stage until the Bank commences operations. During the
twelve-month period subsequent to the date of the Company's financial statements
included herein, management of the Company and the Bank intends to complete
preparations for, and to consummate, the opening of the Bank for business.
CASH REQUIREMENTS
The Company believes that the net proceeds of the Offering will satisfy
the Company's cash requirements for at least the twelve month period following
the opening of the Bank. Accordingly, the Company does not anticipate that it
will be necessary to raise additional funds for the operation of the Company and
the Bank over the next twelve months.
ITEM 7. FINANCIAL STATEMENTS
The following financial statements are filed with this report:
Independent Auditors' Report
Balance Sheet -- December 31, 1998
Statements of Operations -- Period from Inception to December 31, 1998
-19-
<PAGE> 20
Statements of Shareholders' Deficit -- Period from Inception to
December 31, 1998
Statements of Cash Flows -- Period from Inception to December 31, 1998
Notes to Financial Statements
-20-
<PAGE> 21
FINANCIAL STATEMENTS
MARINE BANCSHARES, INC.
(A Development Stage Company)
December 31, 1998
- - - o o O o o - - -
C O N T E N T S
<TABLE>
<CAPTION>
P A G E
-------
<S> <C>
Independent Auditors' Report ................ 22
Balance Sheet ............................... 23
Statements of Operations .................... 24
Statement of Shareholders Deficit ........... 25
Statements of Cash Flows .................... 26
Notes to Financial Statements ............... 27-29
</TABLE>
- - - o o O o o - - -
21
<PAGE> 22
[HBK LETTERHEAD]
Board of Directors
Marine Bancshares, Inc.
Naples, Florida
Independent Auditors' Report
We have audited the accompanying balance sheet of Marine Bancshares,
Inc. (the Company) as of December 31, 1998, and the related statements of
operations, shareholders deficit and cash flows for the year ended December 31,
1998 and for the period from January 23, 1997 (date of inception) to December
31, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Marine Bancshares,
Inc. as of December 31, 1998, and the results of its operations and its cash
flows for the year then ended and for the period from January 23, 1997 (date of
inception) to December 31, 1998 in conformity with generally accepted accounting
principles.
/s/ HILL, BARTH & KING, INC.
Certified Public Accountants
Naples, Florida
March 17, 1999
22
<PAGE> 23
MARINE BANCSHARES, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1998
<TABLE>
<S> <C>
ASSETS
- ------
Cash $ 9,104
-----------
TOTAL CASH 9,104
-----------
Equipment - NOTE B 15,234
Deferred offering costs 199,718
Prepaid expenses 11,715
Architect fees 12,776
Other assets 31,700
-----------
$ 280,247
===========
LIABILITIES AND SHAREHOLDERS DEFICIT
- ------------------------------------
Liabilities:
Loans payable - NOTE C $ 845,000
Advances from organizers - NOTE D 50,000
Accrued interest payable 83,979
Accrued expenses and other liabilities 164,818
-----------
TOTAL LIABILITIES 1,143,797
-----------
Shareholders Deficit - NOTE G:
Preferred stock, par value $.01 per share,
2,000,000 shares authorized; no shares issued
and outstanding 0
Common stock, par value $.01 per share,
10,000,000 shares authorized; 100 shares issued
and outstanding 1
Additional paid-in capital 99
Deficit accumulated during the development stage (863,650)
-----------
TOTAL SHAREHOLDERS DEFICIT (863,550)
-----------
$ 280,247
===========
</TABLE>
See accompanying notes to financial statements
23
<PAGE> 24
MARINE BANCSHARES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Year ended December 31, 1998 and
Period from January 23, 1997 (date of inception) to December 31, 1998
<TABLE>
<CAPTION>
Period from
Year January 23, 1997
Ended to
December 31, December 31,
INCOME 1998 1998
--------- ---------
<S> <C> <C>
Interest income $ 3,525 $ 13,323
EXPENSES
Salaries and employee benefits 103,648 222,879
Interest expense and loan fees 100,005 286,120
Professional fees 38,303 177,147
Other expenses 77,136 190,827
--------- ---------
TOTAL EXPENSES 319,092 876,973
--------- ---------
NET LOSS $(315,567) $(863,650)
========= =========
</TABLE>
See accompanying notes to financial statements
24
<PAGE> 25
MARINE BANCSHARES, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS DEFICIT
Year ended December 31, 1998 and Period
from January 23, 1997 (date of inception) to December 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Paid-in Development
Stock Capital Stage Total
----- ------- ----- -----
<S> <C> <C> <C> <C>
Balance
December 31, 1997 $ 1 $ 999 $(548,083) $(547,083)
Payment for the
retirement of
common stock (1) (999) 0 (1,000)
Proceeds from
issuance of
common stock 1 99 0 100
Net loss 0 0 (315,567) (315,567)
--- ----- --------- ---------
Balance (deficit)
December 31, 1998 $ 1 $ 99 $(863,650) $(863,550)
=== ===== ========= =========
</TABLE>
See accompanying notes to financial statements
25
<PAGE> 26
MARINE BANCSHARES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Year ended December 31, 1998 and
Period from January 23, 1997 (date of inception) to December 31, 1998
<TABLE>
<CAPTION>
Period from
Year January 23, 1997
Ended to
December 31, December 31,
CASH FLOWS FROM OPERATING ACTIVITIES 1998 1998
--------- -----------
<S> <C> <C>
Net loss $(315,567) $ (863,650)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation 3,927 6,071
(Increase) decrease in
prepaid expense 5,275 (11,715)
Increase in other assets (126,234) (244,194)
Increase in accounts payable
and accrued expenses 98,599 164,818
Increase in accrued interest
payable 51,804 83,979
--------- -----------
NET CASH USED IN OPERATING ACTIVITIES (282,196) (864,691)
--------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment 0 (21,305)
--------- -----------
NET CASH USED IN INVESTING ACTIVITIES 0 (21,305)
--------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of
common stock 100 1,100
Payments on retirement of
common stock (1,000) (1,000)
Proceeds from loans 320,000 1,220,000
Payments on loans (225,000) (375,000)
Proceeds from organizer advances 50,000 50,000
--------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 144,100 895,100
--------- -----------
NET INCREASE (DECREASE) IN CASH (138,096) 9,104
CASH
Beginning of period 147,200 0
--------- -----------
End of period $ 9,104 $ 9,104
========= ===========
</TABLE>
See accompanying notes to financial statements
26
<PAGE> 27
MARINE BANCSHARES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization:
Marine Bancshares, Inc. formerly known as Coastal Bank Corporation (the
Company) was incorporated under the laws of the state of Florida on January 23,
1997. The Company's activities to date have been limited to the organization of
Marine National Bank (the Bank), as well as preparation for a $11,500,000 common
stock offering (the Offering). A substantial portion of the proceeds of the
Offering will be used by the Company to provide the initial capitalization of
the Bank. The company received preliminary approval from the Office of the
Comptroller of Currency on December 16, 1998.
Nature of Business:
The Bank intends to offer a full range of commercial and consumer
banking services primarily within the Naples, Florida area.
Use of Estimates:
The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Deferred Offering Costs:
Deferred offering costs consist primarily of legal and accounting fees
related to the initial public stock offering and will be offset against the
offering proceeds when received.
NOTE B - EQUIPMENT
Equipment at December 31, 1998 consists of the following:
<TABLE>
<S> <C>
Furniture, fixtures and equipment $ 7,155
Computer equipment and software 14,150
--------
21,305
Less accumulated depreciation 6,071
--------
TOTAL $ 15,234
========
</TABLE>
Depreciation is computed on the straight-line method over the estimated
useful lives of the depreciable assets. Depreciation expense was $3,927 for the
period ended December 31, 1998 and $6,071 for the period from January 23, 1997
to December 31, 1998.
27
<PAGE> 28
MARINE BANCSHARES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998
NOTE C - LOANS PAYABLE
In order to obtain funding for its start-up and organizational
expenses, during 1997, the Company issued to twenty-nine individuals a series of
promissory notes in an aggregate principal amount of $900,000. The proceeds of
certain of these loans were used to repay prior loans in an aggregate principal
amount of $375,000. In addition, the Company has obtained restated note
agreements from all of the individual lenders. Under such restated note
agreements, the remaining balance of $525,000 matures on January 31, 1999. The
restated loans bear interest at an annual rate of 13% and a loan fee of 8% of
the face amount of the loan with the interest and loan fees due upon maturity.
The company has also obtained two lines of credit for $100,000 and
$300,000 with a bank, guaranteed by the organizers of the company. As of
December 31, 1998, the company had borrowed $95,000 and $225,000 respectively,
on demand notes under these agreements. The notes bear interest at the prime
rate and varies as the prime varies and mature on July 15, 1999.
NOTE D - ADVANCES FROM ORGANIZERS
The Company arranged a series of advances from certain individual
organizers in the aggregate amount of $50,000 to pay organizational and
pre-opening expenses for the Bank and the Company. The foregoing advances bear
no interest.
NOTE E - INCOME TAXES
Deferred taxes are recognized for temporary differences between the
basis of assets and liabilities for financial statement and income tax purposes.
The tax effect of the differences that gave rise to a deferred tax asset of
$302,278 and corresponding valuation allowance of ($302,278) at December 31,
1998 relate primarily to the capitalization of preoperating start-up costs which
are amortized over a five year term from the date operations commence for tax
purposes.
28
<PAGE> 29
MARINE BANCSHARES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998
NOTE F - COMMITMENTS AND CONTINGENCIES
The Company has committed to lease one and one-half floors of a
multi-story building for its main office location and additional space for a
drive-in facility. The proposed lease has a term of 10 years with the option for
two 5-year renewals; to begin on the earlier of thirty days after the lessor
receives a certificate of occupancy for the building or the date the bank opens
for business. The base annual lease payment is $159,000 for the first year of
the lease, $189,000 for the second year of the lease and increases by the
greater of 3% or the Consumer Price Index (Revised) - All Urban Consumers (U.S.
City Average) in each succeeding year during the initial term or any renewal
period such increase not to exceed 6% in any one year. The Company has also
entered into a short-term lease for office space to conduct its activities
during the development stage. The lease term of six months ended February 28,
1999 and the company exercised its option to continue the lease on a
month-to-month basis.
NOTE G - STOCK OPTIONS AND WARRANTS
The Board of Directors of the Company have agreed to enter into a stock
option agreement with the President/Chief Executive Officer. Under the terms of
the agreement the President/CEO will be granted an option to purchase 25,000
shares of the Company's common stock for $10.00 per share. The option is
exercisable in equal portions of 5,000 shares on the date that the bank opens
for business (the "Commencement Date") and on the first, second, third and
fourth anniversaries of the Commencement Date.
The Board of Directors of the Company has adopted the Marine
Bancshares, Inc. 1998 Stock Option Plan. The Plan provides for options to be
issued to directors, officers and employees, as well as to certain consultants
and advisors. The Company has reserved 200,000 shares of its common stock for
issuance thereunder.
As of January 27, 1999, the Board of Directors of the Company amended
the Stock Purchase Warrant Agreement which they had agreed to in consideration
of the Organizers' efforts in organizing the Company and the Bank. The Company
intends to issue warrants to purchase .65 shares of Common Stock for each share
of Common Stock purchased by each organizer from the Offering. The Warrants will
vest in equal increments over a three-year period commencing on the first
anniversary date of the closing date for the offering and on each anniversary
date thereafter until fully vested. Warrants may be exercised in whole or in
part for $10.00 per share beginning on the first anniversary date and expiring
on the 10th anniversary of such closing date. The Company has reserved 126,100
shares of its Common Stock for issuance thereunder.
29
<PAGE> 30
MARINE BANCSHARES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998
NOTE H - STOCK OFFERING
On February 10, 1999, the Company completed a successful stock offering
raising $11,500,000 in gross proceeds. Subsequent to the offering, the company
used a portion of the proceeds to repay the remaining balance of the individual
promissory notes of $525,000 (see Note C) plus accrued interest and fees, the
lines of credit payable to a bank of $320,000 (see Note C) and the advances from
organizers of $50,000 (see Note D).
30
<PAGE> 31
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There has been no occurrence requiring a response to this Item.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The directors and executive officers of the Company and the Bank and
their ages and positions with the Company and the Bank are set forth below:
<TABLE>
<CAPTION>
POSITION WITH
NAME AGE COMPANY AND BANK(2)
- ---- --- -------------------
<S> <C> <C>
Richard E. Horne.............................................. 51 Director, President and
Chief Executive Officer(1)
Sidney T. Jackson............................................. 56 Assistant Secretary of the
Company, Senior Vice
President and Secretary of
the Bank
William J. Ryan............................................... 66 Director(1)
Pierce T. Neese............................................... 58 Director(1)
Earl G. Hodges................................................ 71 Director(1)
William L. McDaniel, Jr....................................... 37 Director(1)
Donald W. Ketterhagen, M.D.................................... 49 Director of the Company
and the Bank, Secretary of
the Company
</TABLE>
- ----------
(1) Each of these individuals serves the Company and the Bank in the same
capacities set forth above.
(2) The Board of Directors of the Company is divided into three classes,
designated Class I, Class II and Class III. See "--Board of Directors."
Officers of the Company and the Bank are elected annually by their
respective Boards of Directors.
Set forth below is a description of the business experience during the
past five years or more and other biographical information for the directors and
executive officers identified above.
Richard E. Horne, a director of the Company and the Bank, has been
elected by the Board of Directors to serve as the President and Chief Executive
Officer of the Company and the Bank. He is an executive level commercial banker
with 24 years experience in the marketing and management of a wide array of
financial services. Most recently, from August 1992 to February 1998, Mr. Horne
held the position of Executive Vice President and Chief Lending Officer at
Trustmark National Bank, the largest bank in Mississippi with assets of $5.5
billion. During his six years with Trustmark, Mr. Horne had statewide
responsibility for commercial, real estate and mortgage lending. Further, he was
a member of the Executive Management Committee and also served as the
chairperson of the Senior Loan Committee which was responsible for approval of
all credits in excess of $1 million. Mr. Horne was also instrumental in changing
the credit culture by establishing bankwide credit underwriting standards. From
1988-1992, Mr. Horne was a Senior Vice President with Citizens and Southern
National Bank of Florida, responsible for the retail banking group in Broward
County. This consisted of twenty-four branches, 300 employees, $750 million in
deposits and $125 million in small business and consumer loans. Between
1980-1988 as a Vice President, he managed C&S Bank's top performing commercial
lending unit in the Atlanta market targeting businesses with annual revenues of
less than $25 million. Prior to 1980, he held various marketing and credit
positions with Trust Company of Georgia. Mr. Horne completed service with the
U.S. Navy, attaining the rank of
-31-
<PAGE> 32
Lieutenant (jg). He received a B.S. degree from Presbyterian College in 1969.
Mr. Horne's civic involvement has included Board Member Junior Achievement,
American Heart Association, Boys and Girls Clubs, and Chairman, Metro Housing
Partnership in Jackson, Mississippi.
Sidney T. Jackson, an organizer of the Bank, will assume the title of
Senior Vice President of the Bank with direct responsibilities for operations
and administration. Mr. Jackson served as a Director and President of the
Company from April 1997 to April 1998. He has a total of thirty-three years of
banking experience, the past 22 years of which have been spent in senior
positions with banks in Naples. From May 1994 to April 1997, Mr. Jackson was
employed with Southwest Banks where he served as Senior Vice President and
Senior Operations Officer. From 1986 to 1994, he was employed with SunBanks
Naples, N.A. where he held the position of Executive Vice President and Chief
Administration Officer. Mr. Jackson served as the 1996 Chairman of United Way of
Collier County and is a Director with the Collier County 100 Club, Chamber of
Commerce and former President of the Bank Administration Institute. Mr. Jackson
attended the School of Banking of the South.
William J. Ryan, a director of the Company and the Bank, is the former
President and Chief Executive Officer of Palmer Wireless, Inc., Fort Myers,
Florida, a cellular telephone service provider, in which positions he served
from 1982 to 1998. Palmer Wireless, which was recently sold by Mr. Ryan, is a
communications technology company, the shares of which were listed on Nasdaq.
Mr. Ryan moved to the Naples area in 1955 and has been involved in both banking
and community activities. He has fifteen years experience as a bank director and
had served in such capacity with C&S Bank, Fort Myers, Florida; Norwest Bank,
Des Moines, Iowa; and First National Bank, Naples, Florida. He is the Vice
Chairman of the Naples Philharmonic Center for the Arts and a Director and
Member of the Executive Committee of the Naples Community Hospital. His past
community involvement includes serving as Chairman-Economic Development Council
for Collier County, Chairman-Florida State Emergency Communications Committee,
President-Collier County Unit of American Cancer Society and President-Naples
Area Chamber of Commerce. Mr. Ryan is a graduate of the University of Notre
Dame.
Pierce T. Neese, a director of the Company and the Bank, has over 40
years experience in community banking and, since 1975, has served as the
Chairman and Chief Executive Officer of Etowah Bank, a $430 million commercial
bank in Canton, Georgia. The Board of Directors of Etowah Bank has recently
completed a merger with Regions Bank, Birmingham. Mr. Neese will continue as an
employee of Regions (Etowah) through the close of the merger and during an
overlap period that will extend into 1999. Mr. Neese has maintained a residence
in Naples for a number of years and will be spending a portion of his time as an
active Florida resident. Mr. Neese expects to impart his extensive banking
expertise to the Board and management with regard to lending decisions and near
term strategies. His civic and community interests in Georgia include, past
President of the Cherokee County Chamber of Commerce, past Chairman- Development
Authority of Cherokee County, Director-Georgia Chamber of Commerce, Member Board
of Trustees-Reinhardt College and past Chairman of the Cherokee County Board of
Education. His social interests have included past President-Canton Golf Club,
past President Cherokee High Band Booster Club and member of the Atlanta
National Golf Club. Mr. Neese intends to become actively involved in civic and
community affairs in Naples.
Earl G. Hodges, a director of the Company and the Bank, is a licensed
mortician and currently a consultant to Hodges Funeral Chapel, Naples, a company
that he started in Naples in 1962. Mr. Hodges sold his ownership in 1993 and
continues to serve as Funeral Director. He also serves as a consultant to Kraeer
Holdings, a funeral home in Pompano Beach. Mr. Hodges received his degree in
Mortuary Science in 1948 and has been in this industry for 50 years. In Naples,
Mr. Hodges also owns NVC, Inc., a rental property company and Preferred Travel
of Naples, Inc., a travel agency. From 1979-1988 he served as Chairman of the
Board of Marine Savings and Loan Association, Naples (now owned by AmSouth) and
from 1989-1992 was an advisory board member of First Florida Bank, N.A. Collier
County. Currently, Mr. Hodges is actively involved in many civic groups,
including: Director-Collier County 100 Club, President-Collier
-32-
<PAGE> 33
County Junior Deputy League, Collier County Sheriff's Citizen Advisory Board and
Collier Athletic Club. Formerly, Mr. Hodges served as President-Naples Area
Chamber of Commerce, President-Collier County United Way, Chairman-American Red
Cross and Trustee-Edison Community College.
William L. McDaniel, Jr., a director of the Company and the Bank, is a
licensed real estate broker in Naples and has served as President of The Realty
Company since 1989. Mr. McDaniel has been involved in construction, land sales,
development, residential sales and commercial management and sales since
relocating to Naples in 1982. He is very active in the Masonic organization,
serving as President of the Masters and Wardens Association and as a
committeeman on the Grand Masters Charity in 1995, and in 1996, as District
Deputy Grand Master. Mr. McDaniel is also a charter member of the East Naples
Kiwanis Club and served as Treasurer from 1984-87. In addition, he was elected
president of the Naples High Twelve Club in 1989. Mr. McDaniel continues to be
involved in other civic endeavors relating to his young family and Vanderbilt
Presbyterian Church.
Donald W. Ketterhagen, M.D., a director of the Company and the Bank and
the Secretary of the Company, is a practicing physician in Naples and has served
as President of Women's Health Consultants of S.W. Florida since 1990. He has
maintained a practice in Naples that spans twenty years, primarily in the
specialty of obstetrics and gynecology. In the mid-1980's Dr. Ketterhagen served
as President of the Collier County Medical Society. He also was a board member
of YouthHaven, an organization dedicated to helping children from troubled
situations. Most recently, Dr. Ketterhagen served on the Board of Directors of
the Catholic Social Services Agency. Dr. Ketterhagen received his undergraduate
degree from Notre Dame, completed his medical training at Marquette Medical
School and performed his internship at St. Joseph Hospital, Milwaukee. He is
licensed to practice medicine in Florida and Wisconsin.
BOARD OF DIRECTORS
The number of directors of the Company is currently fixed at six. The
Articles of Incorporation provide for the Board of Directors to consist of not
less than two nor more than twenty-five persons, with the precise number to be
determined from time to time by the Board of Directors. The directors are
divided into three classes, designated Class I, Class II and Class III. Each
class will consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors. The term of the
Company's initial Class I directors (Richard E. Horne and Earl G. Hodges)
expires at the Company's annual meeting of shareholders in 1999; the term of the
Company's initial Class II directors (William J. Ryan and Donald W. Ketterhagen)
expires at the Company's annual meeting of shareholders in 2000; and the term of
the Company's initial Class III directors (Pierce T. Neese and William L.
McDaniel, Jr.) expires at the Company's annual meeting of shareholders in 2001.
At each annual meeting of shareholders, successors to the class of directors
whose term expires at the annual meeting will be selected for a three-year term.
If the number of directors is changed, an increase or decrease will be
apportioned among the classes so as to maintain the number of directors in each
class as nearly equal as possible. Any director elected to fill a vacancy will
have the same remaining term as that of his predecessor. In the case of the
removal of a director from office, the resulting vacancy on the Board of
Directors shall be filled by the vote of at least three-fourths (3/4) of the
outstanding Common Shares. Any other vacancy on the Board of Directors may be
filled by a majority vote of the remaining directors then in office or by action
of the shareholders. Any director may be removed, with or without cause, at any
regular or special meeting of shareholders called for that purpose.
The effect of the classified Board of Directors is to make it more
difficult for a person, entity or group to effect a change in control of the
Company through the acquisition of a large block of the Company's voting stock.
There are no family relationships between any director or executive
officer and any other director or executive officer of the Company.
-33-
<PAGE> 34
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's equity securities were not registered pursuant to the
Securities Exchange Act of 1934 at any time during the Company's fiscal year
ended December 31, 1998.
ITEM 10. EXECUTIVE COMPENSATION
The directors of the Company were not, during the fiscal year ended
December 31, 1998, and are not currently, compensated for their attendance at
the Company's regularly scheduled or special meetings or for other services. At
such time as the Bank has become profitable, the Company may consider the grant
of appropriate compensation in accordance with applicable laws and regulations.
The directors of the Company will not be compensated for services in their
capacity as directors of the Bank.
The following table sets forth the compensation paid by the Company to
Sidney T. Jackson, the Company's past Chief Executive Officer and to Richard E.
Horne, the Company's current Chief Executive Officer, during the Company's last
completed fiscal year, which ended December 31, 1998. None of the other
executive officers of the Company had total annual compensation which exceeded
$100,000 during the last fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION(S)(1) YEAR SALARY
- --------------------------------- ---- ------
<S> <C> <C>
Sidney T. Jackson 1998 $23,100
Senior Vice President of Bank 1997 $59,937
Richard E. Horne 1998 $41,900
Chief Executive Officer
</TABLE>
- ----------
(1) Mr. Jackson was the President and CEO of the Company from its inception to
March 31, 1998, at which time Mr. Horne assumed such positions.
EMPLOYMENT AGREEMENT
Prior to commencement of the Bank's operations, and provided that they
receive no objection thereto from federal bank regulatory agencies, the Company
and the Bank intend to enter into an employment agreement with Richard E. Horne
(the "Employment Agreement"). Under the terms of the Employment Agreement, Mr.
Horne will be employed by the Company and the Bank as their President and Chief
Executive Officer. The Employment Agreement will have a term of three years
commencing on the date the Bank opens for business. Under the terms of the
Employment Agreement, Mr. Horne will receive an annual base salary of $120,000
and a monthly automobile allowance of $600. Under the Employment Agreement,
beginning on the second anniversary of the date the Bank opens for business and
in the discretion of the Company's Board of Directors, Mr. Horne will also be
entitled to receive incentive compensation in the form of a cash bonus of up to
fifty percent (50%) of his annual base salary, upon the achievement of certain
performance goals. Mr. Horne will also be permitted to participate in life
insurance, hospitalization, health insurance, disability and any other employee
benefit plans of the Company that may be in effect from time to time to the
extent that he is eligible under the terms of those plans. In the event of a
change of control, as defined in the Employment Agreement, the Company and Bank
would be collectively required to make a cash payment to Mr. Horne equal to 200%
of the compensation, including any bonus, paid to Mr. Horne during the one-year
period preceding the date of the change of control. The Employment
-34-
<PAGE> 35
Agreement is terminable at any time by either the Company or by Mr. Horne upon
thirty days prior written notice. The Employment Agreement provides severance
compensation in the event that Mr. Horne is terminated without cause. Such
severance compensation consists of payment of his base salary for a period of
six months. In the event Mr. Horne voluntarily terminates his employment with
the Company and the Bank, Mr. Horne will be prohibited for a period of 12 months
thereafter from engaging, directly or indirectly, in any service to or
employment by a financial institution located in Collier or Lee Counties,
Florida.
In addition, the Employment Agreement requires the Company to enter
into a separate stock option agreement pursuant to which Mr. Horne will receive,
under the terms of the Marine Bancshares, Inc. 1998 Stock Option Plan, incentive
stock options to purchase 25,000 Common Shares of the Company. See "Stock Option
Agreement" and "Stock Option Plan" below.
The Company and the Bank also anticipate entering into similar
employment and stock option agreements with approximately three other members of
the senior management team who have not yet been identified by the Company.
STOCK OPTION AGREEMENT
The Company intends to enter into a stock option agreement with Mr.
Horne (the "Stock Option Agreement"). Under the Stock Option Agreement, Mr.
Horne will be granted incentive stock options (the "Option") to purchase 25,000
Common Shares for $10.00 per share, an amount equal to the public offering price
of the Common Shares. The number of shares subject to the Option and the Option
price are both subject to an anti-dilution adjustment.
Under the terms of the Stock Option Agreement, no portion of the Option
may be exercised, except as noted below, prior to the date that the Bank opens
for business (the "Commencement Date"). The Option vests as to, and becomes
exercisable in equal portions of, up to a maximum of 5,000 Common Shares on the
Commencement Date and on the first, second, third and fourth anniversaries of
the Commencement Date. In the event of a change of control of the Bank or
Company, as defined in the Stock Option Agreement, to the extent that any
portion of the Option has vested but has not been exercised, Mr. Horne may
immediately exercise the remaining portion of the Option. Furthermore, should
the change in control occur after the third anniversary of the Commencement
Date, to the extent that any portion of the Option has not previously vested,
Mr. Horne may exercise such portion of the Option only in accordance with
notice, if any, received from the Board of Directors. Finally, to the extent
that any portion of the Option has not been exercised, the Stock Option
Agreement terminates and the Option expires on the earliest of (a) ninety days
after termination of Mr. Horne's employment with the Company and the Bank for
any reason except death, disability or retirement, (b) twelve months after
termination of Mr. Horne's employment with the Company and the Bank because of
his death, disability or retirement, or (c) the seventh anniversary of the
Commencement Date.
STOCK OPTION PLAN
On October 28, 1998, the Board of Directors of the Company adopted the
Marine Bancshares, Inc. 1998 Stock Option Plan (the "1998 Plan") to promote the
Company's growth and financial success. The 1998 Plan was approved by the
Company's sole shareholder on October 28, 1998 and amended on January 21, 1999.
Options may be granted under the 1998 Plan to the Company's directors, officers
and employees. The 1998 Plan contemplates the grant of non-qualified stock
options and incentive stock options as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). The 1998 Plan is not qualified
under Section 401(a) of the Code and is not subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended. The 1998 Plan
provides for option grants to purchase up to an aggregate of 200,000 Common
Shares, subject to adjustment under certain circumstances (the "Option Shares").
The aggregate fair market value (determined at the time the option is granted)
of the Common Shares with respect to which incentive stock options are
exercisable for the first time by an optionee during
-35-
<PAGE> 36
a calendar year may not exceed $100,000. This limitation does not apply to
non-qualified stock options. The 1998 Plan will expire upon the earlier to occur
of: (i) the date on which all Option Shares have been issued upon exercise of
options under the 1998 Plan; or (ii) the tenth anniversary of the 1998 Plan's
effective date. The 1998 Plan will be administered by the Board of Directors or
by a Committee appointed by the Board and consisting of at least two
non-employee Board members. The exercise price of options granted under the 1998
Plan will be determined by the Board of Directors, but will in no event be less
than 100% of the Market Price (as defined in the 1998 Plan) of one Common Share
on the option grant date (110% in the case of a Ten Percent Owner, as defined in
the 1998 Plan). Vested options under the 1998 Plan may be exercised in whole or
in part, but in no event later than ten (10) years from the grant date (five
years in the case of an incentive stock option granted to a Ten Percent Owner).
If the optionee of an incentive stock option during his or her lifetime ceases
to be an employee of the Company or any subsidiary of the Company for any reason
other than his or her death or total disability, any option or unexercised
portion thereof which is exercisable on the date the optionee ceases employment
will expire three months following the date the optionee ceases to be an
employee of the Company or of a subsidiary of the Company, but in no event after
the term provided in the optionee's option agreement. If an optionee dies or
becomes totally disabled while he or she is an employee of the Company or of a
subsidiary of the Company, the option may be exercised by a legatee or legatees
of the optionee under his or her last will or by his or her personal
representative or representatives at any time within one year following his or
her death or total disability, but in no event after the term provided in his or
her option agreement. The foregoing limitations with respect to termination of
employment or death do not apply to optionees of non-qualified stock options.
Options granted under the 1998 Plan will only be assignable or transferable by
the optionee by will or the laws of descent and distribution. During the
optionee's lifetime, options are only exercisable by him or her. The Board of
Directors may at any time terminate, modify or amend the 1998 Plan in any
respect, except that without shareholder approval the Board of Directors may not
(i) increase the number of Option Shares or (ii) change the class of 1998 Plan
participants eligible for qualified incentive options. In no event will the
termination, modification or amendment of the 1998 Plan, without the written
consent of an optionee, affect his or her rights under an option or right
previously granted to him or her.
-36-
<PAGE> 37
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Shares by: (i) all persons known by
the Company to beneficially own more than 5% of the Company's outstanding Common
Shares; (ii) each director and each executive officer of the Company and (iii)
all directors and executive officers of the Company as a group. Except as
otherwise indicated, the persons named in the table have sole voting and
investment power with respect to all of the Common Shares owned by them. Unless
otherwise indicated, all persons listed below have the address of 501 Goodlette
Road North, Suite D-12, Naples, Florida 34102.
<TABLE>
<CAPTION>
Beneficial Ownership
Number Percent
Name of Beneficial Owner of Shares (1) of Class (2)
- ------------------------ ------------- ------------
<S> <C> <C>
Earl G. Hodges 50,000 4.3%
Richard E. Horne (3) 20,500 1.8%
Donald W. Ketterhagen 12,000 1.0%
William L. McDaniel, Jr. 20,000 1.7%
Sidney T. Jackson 20,000 1.7%
Pierce T. Neese (4) 103,798 9.0%
William J. Ryan 35,000 3.0%
All directors and executive officers as a group (7 persons)(3) 261,298 22.6%
</TABLE>
- ----------
(1) In accordance with Rule 13d-3 promulgated pursuant to the Securities
Exchange Act of 1934, a person is deemed to be the beneficial owner of a
security for purposes of the rule if he or she has or shares voting power
or dispositive power with respect to such security or has the right to
acquire such ownership within sixty days. As used herein, "voting power" is
the power to vote or direct the voting of shares, and "dispositive power"
is the power to dispose or direct the disposition of shares, irrespective
of any economic interest therein.
(2) In calculating the percentage ownership for a given individual or group,
the number of common shares outstanding includes unissued shares subject to
options, warrants, rights or conversion privileges exercisable within sixty
days held by such individual or group, but are not deemed outstanding by
any other person or group.
(3) Includes options to purchase 5,000 Common Shares granted pursuant to the
Stock Option Agreement, which options vest immediately upon execution
thereof. See "Item 10. Executive Compensation--Stock Option Agreement."
(4) Includes 41,500 shares owned directly by Mr. Neese; 2,448 shares owned by
the IRA of Mr. Neese's wife, Gladys P. Neese; 56,350 shares owned by United
Security Bancshares, Inc., a holding company majority owned by Mr. Neese;
and 3,500 shares owned by The Five Neeses, LLC, a limited liability company
controlled by Mr. Neese.
-37-
<PAGE> 38
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH AFFILIATES
The Company and the Bank expect to have banking and other business
transactions in the ordinary course of business with directors and officers of
the Company and the Bank, including members of their families or corporations,
partnerships, or other organizations in which such directors and officers have a
controlling interest. If such transactions occur, they (i) will be made in the
ordinary course of business, (ii) will be made on substantially the same terms
(including price, or interest rate and collateral) as those prevailing at the
time for comparable transactions with unrelated parties, and (iii) in the
opinion of management, will not involve more than the normal risk of
collectibility or present other unfavorable features to the Company or the Bank.
Additionally, certain federal banking laws restrict transactions between a
national bank and an "affiliate", as defined in those laws, and the amount and
types of loans that a national bank may make to an executive officer of a
national bank. Certain laws of the State of Florida also restrict "affiliated
transactions" between the Company and an "interested shareholder" or any
"affiliate" or "associate" of an interested shareholder, as those terms are
defined in Florida law.
REPAYMENT OF ORGANIZATIONAL LOANS
Prior to the Offering, the Company had borrowed from certain individual
lenders an aggregate amount of $900,000 to pay organizational and pre-opening
expenses for the Company and the Bank. Sidney T. Jackson, Senior Vice President
of the Bank, held one of these notes in the amount of $25,000. The principal,
fees and accrued interest with respect to such note were repaid from the
proceeds of the Offering.
REPAYMENT OF ADVANCES
Prior to the Offering, the Company had received non-interest bearing
advances in an aggregate amount of $50,000 from the following members of its
Board of Directors: Earl G. Hodges, William L. McDaniel, Jr., William J. Ryan,
Donald W. Ketterhagen and Pierce T. Neese. These advances were repaid from the
proceeds of the Offering.
ORGANIZERS' WARRANTS
In connection with the Offering, each member of the Company's Board of
Directors and the Company's organizers were granted warrants to purchase 0.65
Common Share for each Common Share purchased and directly held by such director
or other organizer in the Offering. The exercise price for such warrants is
$10.00 per share, the offering price of the Common Shares in the Offering. The
warrants will vest in equal annual increments over a three-year period
commencing on the first anniversary of the closing date for the Offering, which
was February 10, 1999, and will terminate on the 10th anniversary of such
closing date. The Company has reserved 126,100 Common Shares for issuance
pursuant to exercise of the warrants.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits are filed with or incorporated by
reference into this report. The exhibits which are denominated by an asterisk
(*) were previously filed as a part of, and are hereby incorporated by reference
from, the indicated amendment to the Company's Registration Statement on Form
SB-2 under the Securities Act of 1933, Registration Number 333-39203.
-38-
<PAGE> 39
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
*3.1 Second Amended and Restated Articles of Incorporation of the Company (from
Amendment No. 2)
*3.2 Amended and Restated Bylaws (from Amendment No. 2)
*4.1 See Exhibits 3.1 and 3.2 for provisions of the Second Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws of the Company
defining rights of holders of the Company's Common Shares
*4.2 Form of Common Share Certificate of the Company (from Amendment No. 2)
*10.1 Lease, dated July 9, 1998, between the Company and Wridell Development
Corporation, Inc.; Assignment of Leases, dated July 14, 1998, from Wridell
Development Corporation, Inc. to Gulf Coast Commercial Corporation (from
Amendment No. 2)
*10.2 Form of Employment Agreement to be executed by the Company, the Bank, and
Richard E. Horne (from Amendment No. 2)
*10.3 Revised Form of Stock Option Agreement to be executed by the Company and
Richard E. Horne (from Amendment No. 4)
*10.4 Revised Marine Bancshares, Inc. 1998 Stock Option Plan (from Amendment No.
4)
*10.5 Revised Form of Marine Bancshares, Inc. Stock Purchase Warrant (from
Amendment No. 4)
* 21 Subsidiaries of the Company (from Amendment No. 1)
27.1 Financial Data Schedule (for SEC use only)
</TABLE>
(b) Reports on Form 8-K. No reports on Form 8-K were required to be
filed for the fourth quarter of 1998.
-39-
<PAGE> 40
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MARINE BANCSHARES, INC.
Dated: March 31, 1999 By: /s/ Richard E. Horne
----------------------------------------
Richard E. Horne
President and Chief Executive Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
Director, President and Chief March 31, 1999
Executive Officer (Principal
Executive Officer, Principal Financial
/s/ Richard E. Horne Officer and Principal Accounting
- ------------------------------------ Officer)
Richard E. Horne
/s/ William J. Ryan Director March 31, 1999
- ------------------------------------
William J. Ryan
/s/ Pierce T. Neese Director March 31, 1999
- ------------------------------------
Pierce T. Neese
/s/ Earl G. Hodges Director March 31, 1999
- ------------------------------------
Earl G. Hodges
/s/ William L. McDaniel, Jr. Director March 31, 1999
- ------------------------------------
William L. McDaniel, Jr.
/s/ Donald W. Ketterhagen Director March 31, 1999
- -----------------------------------
Donald W. Ketterhagen
</TABLE>
<PAGE> 41
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
*3.1 Second Amended and Restated Articles of Incorporation of the Company (from
Amendment No. 2)
*3.2 Amended and Restated Bylaws (from Amendment No. 2)
*4.1 See Exhibits 3.1 and 3.2 for provisions of the Second Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws of the Company
defining rights of holders of the Company's Common Shares
*4.2 Form of Common Share Certificate of the Company (from Amendment No. 2)
*10.1 Lease, dated July 9, 1998, between the Company and Wridell Development
Corporation, Inc.; Assignment of Leases, dated July 14, 1998, from Wridell
Development Corporation, Inc. to Gulf Coast Commercial Corporation (from
Amendment No. 2)
*10.2 Form of Employment Agreement to be executed by the Company, the Bank, and
Richard E. Horne (from Amendment No. 2)
*10.3 Revised Form of Stock Option Agreement to be executed by the Company and
Richard E. Horne (from Amendment No. 4)
*10.4 Revised Marine Bancshares, Inc. 1998 Stock Option Plan (from Amendment No. 4)
*10.5 Revised Form of Marine Bancshares, Inc. Stock Purchase Warrant (from
Amendment No. 4)
* 21 Subsidiaries of the Company (from Amendment No. 1)
27.1 Financial Data Schedule (for SEC use only)
</TABLE>
- ----------
* Incorporated by reference from the indicated amendment to the Company's
Registration Statement on Form SB-2 under the Securities Act of 1933,
Registration Number 333-39203.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE AUDITED FINANCIAL
STATEMENTS OF MARINE BANCSHARES DATED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 9,104
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 280,247
<DEPOSITS> 0
<SHORT-TERM> 895,000
<LIABILITIES-OTHER> 248,797
<LONG-TERM> 0
1
0
<COMMON> 0
<OTHER-SE> (863,551)
<TOTAL-LIABILITIES-AND-EQUITY> 280,247
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 3,525
<INTEREST-TOTAL> 3,525
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 100,005
<INTEREST-INCOME-NET> (96,480)
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 219,087
<INCOME-PRETAX> (315,567)
<INCOME-PRE-EXTRAORDINARY> (315,567)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (315,567)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> (315,567)
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
