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FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[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
[ ] TRANSITIONAL REPORT PURSUANT OT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File No. 000-23277
CITIZENS BANCORP/OR
(Name of registrant in its charter)
91-1841688
Oregon (I.R.S. Employer
(State of incorporation) Identification No.)
275 Southwest Third Street
P. O. Box 30
Corvallis, Oregon 97339
(Address of principal executive offices)
Registrant's telephone number: (541) 752-5161
Agent for service: Lark E. Wysham, CFO
275 Southwest Third Street
Telephone number: (541) 752-5161
Securities registered under Section 12(b) of the Exchange Act: none
Securities registered under Section 12(g) of the Exchange Act:
common stock, no par value
Indicate by check mark whether registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 122 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K. [ ].
The aggregate market value of registrant's voting and non-voting common
equity held by non-affiliates is $52,296,335 based on the most recent reported
sale of registrant's common stock on March 26, 1999 at a price of $17.00 per
share. As of March 26, 1999 there were 3,927,706 shares of registrant's common
stock issued and outstanding, of which 3,076,255 were held by non-affiliates.
DOCUMENTS INCORPORATED BY REFERENCE. Part III of this Form 10-K
incorporates by reference the 1999 Annual Meeting Proxy Statement sent to
registrant's shareholders in connection with the April 21, 1999 Annual Meeting
of Shareholders.
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CITIZENS BANCORP
PART II.
ITEM 7: NON-PERFORMING LOANS AND OTHER ASSETS
The following table represents information with respect to non-performing loans
and other assets:
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Loans on non-accrual status $ 173 $ 0 $ 4 $ 106 $ 221
Loans past due greater than 90 days 447 438 23 273 221
------ ------ ------ ------ ------
Total non-performing loans 620 438 27 379 442
Other real estate owned 0 240 59 0 455
------ ------ ------ ------ ------
Total non-performing assets $ 620 $ 678 $ 86 $ 379 $ 897
====== ====== ====== ====== ======
Allowance for loan losses $1,419 $1,201 $1,039 $ 896 $ 844
Allowance for loan losses/non-performing assets 229% 177% 1,208% 236% (5.97)%
Non-performing loans/total loans .47% .36% .02% .38% .49%
Non-performing assets/total assets .27% .34% .04% .23% .58%
</TABLE>
Bancorp has a policy that places loans on nonaccrual status after they become 90
days past due unless waived by management when collectability is deemed eminent.
Bancorp may place loans that are not contractually past due or that are fully
collateralized on nonaccrual status as a management tool to actively oversee
specific loans. Loans on nonaccrual status at December 31, 1998 were
approximately $173,000, $0 at December 31, 1997, and $4,000 at December 31,
1996.
32-a
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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, on the 4th day of May,
1999.
CITIZENS BANCORP
(Registrant)
By: /s/
-------------------------------------
William V. Humphreys
President and Chief Executive Officer
Each person whose individual signature appears below hereby authorizes and
appoints William V. Humphreys and Lark Wysham, and each of them, with full power
of substitution and full power to act without the other, as his/her true and
lawful attorney-in-fact and agent to act in his name, place and stead and to
execute in the name and on behalf of each person individually and in each
capacity stated below, and to file any and all amendments to this Registration
Statement, including any and all post-effective amendments.
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 and
in the capacities indicated on the 4th day of May, 1999.
PRINCIPAL EXECUTIVE OFFICER:
/s/ William V. Humphreys, President and Chief Executive Officer
- --------------------------------
William V. Humphreys
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Lark E. Wysham, Senior Vice President and Chief Financial Officer
- ---------------------------------
Lark E. Wysham
DIRECTORS:
/s/ /s/
- ---------------------------------- ------------------------------------
Gene N. Thompson Jock Gibson
/s/ /s/
- ---------------------------------- ------------------------------------
Rosetta C. Venell James E. Richards
/s/ /s/
- ---------------------------------- ------------------------------------
John Truax Scott A. Fewel
/s/ /s/
- ---------------------------------- ------------------------------------
Duane L. Sorensen William V. Humphreys
