<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
-------------------
For quarter ended June 30, 2000 Commission File Number
------------- -----------
THE PB FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
-------------------
GEORGIA 58-2466560
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9570 MEDLOCK BRIDGE ROAD
DULUTH, GEORGIA 30097
---------------------
(Address of Principal Executive
Offices, including Zip Code)
(770) 814-8100
--------------
(Issuer's telephone number, including area code)
NOT APPLICABLE
--------------
(Former name, former address and former
fiscal year, if changed since last report)
-------------------
Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or Section 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 requirement for the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date.
COMMON STOCK, $5.00 PAR VALUE, 775,375 SHARES AS OF AUGUST 1, 2000
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
Part I. Financial Information
Consolidated Balance Sheets
June 30, 2000 and December 31, 1999 2
Consolidated Statements of Income
Three Months Ended June 30, 2000 and 1999 3
Consolidated Statements of Income
Six Months Ended June 30, 2000 and 1999 4
Consolidated Statements of Comprehensive Income
Six Months Ended June 30, 2000 and 1999 5
Consolidated Statements of Cash Flow
Six Months Ended June 30, 2000 and 1999 6
Notes to Consolidated Financial Statements 7-9
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 13-15
Item 6. Exhibits and Reports on Form 8-K 15
Signature 15
</TABLE>
1
<PAGE> 3
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE PB FINANCIAL SERVICES CORPORATION
CONSOLIDATED BALANCE SHEET
JUNE 30, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
Unaudited Audited
------------- -----------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 1,891,728 $ 4,343,721
Federal funds sold 9,055,000 7,476,128
Investment securities available for sale, at market value 11,161,424 6,653,163
Other investments 120,100 120,100
Loans, net of deferred loan fees 57,448,322 40,163,433
Less allowance for loan losses 528,785 399,991
------------ ------------
Loans, net 56,919,537 39,763,442
Property and equipment, net 3,710,305 3,819,279
Accrued interest receivable 452,475 289,671
Other assets 172,983 86,382
------------ ------------
TOTAL ASSETS $ 83,483,552 $ 62,551,886
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits
Noninterest-bearing demand 6,431,916 5,335,482
Interest-bearing demand and money market 25,237,199 18,079,670
Savings 226,342 144,957
Time deposits of $100,000 or more 28,746,407 21,367,001
Other time deposits 10,116,572 9,082,782
------------ ------------
Total deposits 70,758,436 54,009,892
Repurchase agreements 5,363,145 1,797,141
Borrowings 76,138 72,799
Accrued interest payable 344,115 149,045
Other liabilities 28,330 37,211
------------ ------------
Total liabilities 76,570,164 56,066,088
Stockholders' equity:
Common stock, $5.00 par value,
10,000,000 shares authorized,
775,375 shares issued and outstanding 3,876,875 3,876,875
Surplus 3,861,784 3,861,784
Accumulated deficit (692,146) (1,107,406)
Accumulated other comprehensive loss-
market valuation reserve on investment
securities available for sale (133,125) (145,455)
------------ ------------
Total stockholders' equity 6,913,388 6,485,798
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 83,483,552 $ 62,551,886
============ ============
</TABLE>
2
<PAGE> 4
THE PB FINANCIAL SERVICES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
June 30, 2000 June 30, 1999
------------------ ------------------
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 1,282,888 $ 515,247
Interest on investment securities 152,429 55,498
Interest on federal funds sold 91,006 48,862
------------ -----------
Total interest income 1,526,323 619,607
INTEREST EXPENSE
Interest-bearing demand and money market 251,073 156,527
Savings 1,217 645
Time deposits of $100,000 or more 387,634 70,879
Other time deposits 142,591 58,345
Repurchase agreements 53,949 --
Other borrowings 1,661 --
------------ -----------
Total interest expense 838,125 286,396
Net interest income 688,198 333,211
PROVISION FOR LOAN LOSSES 51,659 95,238
------------ -----------
Net interest income after provision for loan losses 636,539 237,973
OTHER OPERATING INCOME
Service charges on deposit accounts 19,237 6,343
Mortgage referral commissions 64,974 59,659
Other income 32,881 21,310
------------ -----------
Total other income 117,092 87,312
OTHER OPERATING EXPENSE
Salaries and benefits 260,969 261,303
Occupancy expense, net 88,301 20,326
Professional and other outside services 20,403 6,375
Other expense 130,624 161,557
------------ -----------
Total other operating expense 500,297 449,561
INCOME (LOSS) BEFORE INCOME TAXES 253,334 (124,276)
INCOME TAXES -- --
------------ -----------
NET INCOME (LOSS) $ 253,334 $ (124,276)
============ ===========
BASIC EARNINGS (LOSS) PER COMMON SHARE $ 0.33 $ (0.16)
DILUTED EARNINGS PER COMMON SHARE $ 0.33 $ --
</TABLE>
3
<PAGE> 5
THE PB FINANCIAL SERVICES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended Six Months Ended
June 30, 2000 June 30, 1999
---------------- ----------------
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 2,409,028 $ 833,622
Interest on investment securities 282,804 91,399
Interest on federal funds sold 191,056 115,073
------------ ------------
Total interest income 2,882,888 1,040,094
INTEREST EXPENSE
Interest-bearing demand and money market 457,663 253,744
Savings 2,178 1,124
Time deposits of $100,000 or more 768,879 129,673
Other time deposits 274,821 97,111
Repurchase agreements 83,446 --
Other borrowings 3,339 --
------------ ------------
Total interest expense 1,590,326 481,652
Net interest income 1,292,562 558,442
PROVISION FOR LOAN LOSSES 128,794 176,705
------------ ------------
Net interest income after provision for loan losses 1,163,768 381,737
OTHER OPERATING INCOME
Service charges on deposit accounts 44,440 12,585
Mortgage referral commissions 123,349 112,609
Other income 59,759 36,995
------------ ------------
Total other income 227,548 162,189
OTHER OPERATING EXPENSE
Salaries and benefits 517,796 524,470
Occupancy expense, net 170,146 158,500
Professional and other outside services 31,603 10,434
Other expense 256,529 201,607
------------ ------------
Total other operating expense 976,074 895,011
INCOME (LOSS) BEFORE INCOME TAXES 415,242 (351,085)
INCOME TAXES -- --
------------ ------------
NET INCOME (LOSS) $ 415,242 $ (351,085)
============ ============
BASIC EARNINGS (LOSS) PER COMMON SHARE $ 0.54 $ (0.45)
DILUTED EARNINGS PER COMMON SHARE $ 0.54 $ --
</TABLE>
4
<PAGE> 6
THE PB FINANCIAL SERVICES CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended Six Months Ended
June 30, 2000 June 30, 1999
---------------- ----------------
<S> <C> <C>
Net earnings (losses) $ 415,242 $ (351,085)
Other comprehensive income, net of tax:
Unrealized gain (loss) on securities available for sale (201,704) (81,291)
Income tax effect on gain (loss) (68,579) (27,639)
---------- ----------
Unrealized gain (loss) arising during the year, net of tax (133,125) (53,652)
Less: Reclassification adjustment for gain (loss)
included in net earnings -- --
Income tax effect on reclassification adjustments -- --
---------- ----------
Reclassification adjustment for gain (loss)
included in net earnings, net of tax -- --
Other comprehensive income (133,125) (53,652)
Comprehensive income $ (133,125) $ (53,652)
========== ==========
</TABLE>
5
<PAGE> 7
THE PB FINANCIAL SERVICES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 415,242 $ (351,085)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation of premises and equipment 130,062 119,491
Provision for loan losses 128,794 176,705
Increase in net deferred loan fees 62,305 97,029
Increase in accrued interest receivable (162,804) (136,655)
Increase in other assets (105,725) (71,456)
Increase in accrued interest payable 195,070 60,318
Decrease in other liabilities (8,881) (100,017)
------------ ------------
Net cash provided (used) by operating activities 654,063 (205,670)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities available for sale (4,682,253) (2,387,048)
Principal repayments of investment securities available for sale 205,464 --
Loans originated, net of principal repayments (17,347,194) (17,624,734)
Acquisition of premises and equipment (21,088) (110,986)
------------ ------------
Net cash used by investing activities (21,845,071) (20,122,768)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in borrowings 3,339 --
Increase in repurchase agreements 3,566,004 --
Net increase in demand, money market and savings
deposits 8,335,348 14,850,516
Time deposits accepted, net of repayments 8,413,196 5,856,379
------------ ------------
Net cash provided by financing activities 20,317,887 20,706,895
Net increase (decrease) in cash and cash equivalents (873,121) 378,457
Cash and cash equivalents at beginning of period 11,819,849 6,189,291
============ ============
Cash and cash equivalents at end of period $ 10,946,728 $ 6,567,748
============ ============
SUPPLEMENTAL DISCLOSURES
Cash paid for:
Interest 1,395,256 363,355
Noncash transactions:
Change in accumulated other comprehensive income, net (12,330) 74,245
</TABLE>
6
<PAGE> 8
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements for The PB
Financial Services Corporation have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions for Form 10-QSB. Accordingly, they do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.
Operating results for the six-month period ended June 30, 2000 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000. For further information, refer to the financial statements
and footnotes included in the Company's annual report included on Form 10-KSB
for the year ended December 31, 1999.
NOTE 2 - ORGANIZATION OF THE BUSINESS
The Peachtree Bank (the "Bank") was organized under the laws of the State of
Georgia as a state-chartered commercial bank and began its banking operations on
October 5, 1998. On July 15, 1999, the Bank became a subsidiary of The PB
Financial Services Corporation (the "Company") as a result of a tax-free
reorganization in which the stockholders of the Bank exchanged all outstanding
Bank stock for stock in the Company.
NOTE 3 - LOANS
Loans are reported at the gross amount outstanding, reduced by the net deferred
loan fees and a valuation allowance for loan losses. Interest income is
recognized over the term of the loans based on the unpaid daily principal amount
outstanding. Loan origination fees are deferred and recognized as income over
the actual life of the loan using the interest method. Loans are generally
placed on nonaccrual status when the payment of principal and/or interest is
past due 90 days or more.
7
<PAGE> 9
Major classifications of loans are as follows:
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------- -----------------
<S> <C> <C>
Commercial $ 13,284,802 $ 5,645,589
Real estate-construction 18,655,889 11,910,797
Real estate-commercial and residential 19,304,994 18,453,654
Real estate-home equity 1,904,936 1,331,965
Installment loans to individuals 4,494,692 2,956,114
------------ ------------
Total loans 57,645,313 40,298,119
Less: Net deferred loan fees 196,991 134,686
Allowance for loan losses 528,785 399,991
------------ ------------
Loans, net $ 56,919,537 $ 39,763,442
</TABLE>
Through June 30, 2000, there were no loan charge-offs, and there were no
nonperforming loans. Past due loans were insignificant.
NOTE 4 - EARNINGS PER SHARE
The Company is required to report earnings per common share on the face of the
statements of earnings with and without the dilutive effects of potential common
stock issuances from instruments such as options, convertible securities and
warrants. Earnings per common share is based on the weighted average number of
common shares outstanding during the period while the effects of potential
common shares outstanding during the period are included in diluted earrings per
share. Additionally, the Company must reconcile the amounts used in the
computation of both "basic earnings per share" and "diluted earnings per share."
Stock options granted in 1999 have not been included in the computation of
"diluted earnings per share" as the effect of inclusion would be antidilutive.
Therefore, since "basic earnings per share" and "diluted earnings per share" are
the same for the six months ended June 30, 2000 and June 30, 1999, the Company
has chosen to present the calculation of basic earnings per share as follows:
8
<PAGE> 10
<TABLE>
<CAPTION>
Net earnings
(Loss) Common Share Per Share
(Numerator) (Denominator) Amount
------------ ------------- ----------
<S> <C> <C> <C>
For the Six Months Ended
June 30, 2000 $ 415,242 775,375 $ 0.54
For the Six Months Ended
June 30, 1999 $ (351,085) 775,375 $ (0.59)
</TABLE>
NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENT
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 133 (SFAS 133) "Accounting for Derivative Instruments
and Hedging Activities". The effective date of this statement has been deferred
by SFAS No. 137 until fiscal years beginning after June 15, 2000. The Company
expects to adopt this statement effective January 1, 2001. Under SFAS 133 a
company will recognize all freestanding derivative instruments in the statement
of financial position as either assets or liabilities and will measure them at
fair value. The difference between a derivative's previous carrying amount and
its fair value shall be reported as a transition adjustment presented in net
income or other comprehensive income as appropriate in a manner similar to the
cumulative effect of a change in accounting principle. This statement also
determines the accounting for the changes in fair value of a derivative,
depending on the intended use of the derivative and resulting designation. The
adoption of SFAS 133 is not expected to have a significant impact on the
financial condition or results of operations of the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying consolidated financial
statements.
This review contains certain forward-looking statements including statements
relating to present or future trends or factors generally affecting the banking
industry and specifically affecting The PB Financial Corporation's operations,
markets and products. Without limiting the foregoing, the words "anticipates",
"believes", "intends", "expects"
9
<PAGE> 11
or similar expressions are intended to identify forward-looking statements.
These forward-looking statements involve certain risks and uncertainties. Actual
results could differ materially from those projected for many reasons including,
without limitation, changing events and trends that have influenced the
Company's assumptions. These trends and events include (1) changes in the
interest rate environment which may reduce margins, (2) non-achievement of
expected growth, (3) less favorable than anticipated changes in national and
local business environments and securities markets (4) adverse changes in the
regulatory requirements affecting the Company, (5) greater competitive pressures
among financial institutions in the Company's market, and (6) greater than
expected loan losses. Additional information and other factors that could affect
future financial results are included in the Company's annual report included on
Form 10-KSB for the year ended December 31, 1999.
FINANCIAL CONDITION
The Company's total assets have increased $20.9 million or 33% since December
31, 1999. Net loans, the primary category of assets, grew from $39.7 million to
$56.9 million, an increase of $17.2 million, while investment securities
available for sale have increased $4.5 million to $11.2 million in the first
half of 2000. The increases in loans and investments have been funded primarily
with deposits, which increased $16.7 million in the first six months of the
year, as well as with repurchase agreements, which increased $3.6 million in the
same time period.
INVESTMENTS
The investment portfolio consists of federal funds sold, U.S. Government agency
obligations and Federal Home Loan Bank stock, which provide the Bank with a
source of liquidity and a long-term and relatively stable source of income.
Additionally, the investment portfolio provides a balance to interest rate and
credit risk in other categories of the balance sheet while providing a vehicle
for the investment of available funds and furnishing liquidity to The Peachtree
Bank.
LIQUIDITY
The Peachtree Bank must maintain, on a daily basis, sufficient funds to cover
the withdrawals from depositors' accounts and to supply new borrowers with
funds. To meet these obligations, the Bank keeps cash on hand, maintains account
balances with its correspondent banks, and purchases and sells federal funds and
other short-term investments. Asset and liability maturities are monitored in an
attempt to match these to meet liquidity needs. It is the policy of the Bank to
monitor its liquidity to meet regulatory requirements and the local funding
requirements.
10
<PAGE> 12
In addition, the Bank has arrangements with correspondent banks for short-term
unsecured advances up to $3,900,000. No amounts were borrowed under these
arrangements in 1999 or 2000.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
Net income for the quarter ended June 30, 2000 was $253,334 compared to a net
loss of $(124,276) for the same period one year ago. Net interest income for the
three months ended June 30, 2000 was $688,198 compared to $333,211 for the same
period in 1999, with the increase attributed to a greater volume of interest
earning assets that earn a higher interest rate than the rate paid on interest
bearing liabilities. The ratio of loans to deposits was 81% at June 30, 2000.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
Net income for the six-month period ended June 30, 2000 was $415,242 compared to
a net loss of $(454,442) for the same period in 1999. Net interest income for
the six month period ended June 30, 2000 was $1,292,562, a 131% increase over
the same period in 1999. Average earning assets increased $39,117,229 or 157%
and related interest income increased by $1,842,794 or 177%. Average
interest-bearing liabilities increased $36,800,395 or 181%, resulting in an
increase in interest expense of $1,108,674 or 230% over the first half of 1999.
The provision for loan losses for the six months ended June 30, 2000 was
$128,794 compared to $176,705 for the same period in 1999. The provision for
loan losses reflects management's estimate of potential loan losses inherent in
the portfolio and the creation of an allowance for loan losses adequate to
absorb such losses. The allowance for loan losses represented approximately .92%
of loans outstanding at June 30, 2000 and approximately .99% of total loans
outstanding at December 31, 1999. Management believes that the current allowance
of $528,785 is adequate based upon the Bank's loan portfolio and current
economic conditions.
Non-interest income for the six months ended June 30, 2000 was $227,548,
compared to $162,189 for the same period one year ago. Non-interest income
consists primarily of mortgage referral fees and service charges on deposit
accounts. Service charges on deposit accounts increased $31,855 over the first
half of 1999, reflecting the growth in activity in personal and commercial
checking accounts over the year.
11
<PAGE> 13
Non-interest expense was $976,074 for the first half of 2000, as compared to
$998,368 for the same period one year ago. Non-interest expense consists
primarily of salaries and benefits and other operating expenses.
The Company reported net income of $415,242 for the six months ended June 30,
2000 compared to a loss of $(454,442) for the same period in 1999. Due to the
net operating loss carryforward and the recognition of tax benefits being
dependent on future earnings, there was no tax provision in either period.
CAPITAL RESOURCES
At June 30, 2000, the capital ratios of the Company and the Bank were adequate
based on regulatory minimum capital requirements. The minimum capital
requirements for banks and bank holding companies require a leverage capital to
total assets ratio of at least 4% and total capital to risk-weighted assets of
8%. The following table presents the Bank's and Company's compliance with
regulatory capital requirements at June 30, 2000:
<TABLE>
<CAPTION>
The Peachtree Bank Consolidated
<S> <C> <C>
Leverage capital ratio: 8.51% 8.42%
Risk-based capital ratios:
Tier 1 capital 11.11% 10.99%
Total capital 11.93% 11.81%
</TABLE>
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
12
<PAGE> 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Annual Meeting of Shareholders held on May 16, 2000,
the following individuals were elected to serve as directors for a
one-year term until the next Annual Meeting of Shareholders:
<TABLE>
<CAPTION>
VOTES VOTES
FOR WITHHELD
------- --------
<S> <C> <C>
Robert D. Cheeley 473,386 500
Daniel B. Cowart 473,386 500
Paul D. Donaldson 473,386 500
Charles L. Douglas 473,386 500
Dexter R. Floyd 473,386 500
J. Edwin Howard 473,386 500
John J. Howard 473,386 500
J. Stephen Hurst 473,386 500
Charles A. Machemehl, III 473,386 500
J. Paul Maggard 473,386 500
Monty G. Watson 473,386 500
</TABLE>
At the Company's Annual Meeting of Shareholders held on May 16, 2000,
Article 7 of the Company's Articles of Incorporation was amended to
provide for the directors to be divided into three classes with the
classes to serve staggered terms of three years each.
<TABLE>
<CAPTION>
VOTES FOR VOTES AGAINST ABSTAIN
<S> <C> <C>
451,965 6,100 2,100
</TABLE>
At the Company's Annual Meeting of Shareholders held on May 16, 2000, a
new Article 8 to the Company's Articles of Incorporation was added,
which requires a supermajority (66-2/3%) vote of the directors or the
issued and outstanding shares to change the number of directors.
<TABLE>
<CAPTION>
VOTES FOR VOTES AGAINST ABSTAIN
<S> <C> <C>
437,965 6,600 3.000
</TABLE>
13
<PAGE> 15
At the Company's Annual Meeting of Shareholders held on May 16, 2000, a
new Article 13 to the Company's Articles of Incorporation was added,
which requires a supermajority (66-2/3%) vote of the issued and
outstanding shares to approve any merger or share exchange of the
Company with or into another corporation, or any sale, lease or other
disposition of all or substantially all of the assets of the Company
unless such transaction has been approved by the affirmative vote of
two-thirds (66-2/3%) of the directors of the Company, in which case the
affirmative vote of a majority of the issued and outstanding shares
will be required.
<TABLE>
<CAPTION>
VOTES FOR VOTES AGAINST ABSTAIN
<S> <C> <C>
443,565 11,900 2,100
</TABLE>
At the Company's Annual Meeting of Shareholders held on May 16, 2000, a
new Article 14 to the Company's Articles of Incorporation was added,
which provides that the Board of Directors may consider factors in
addition to price when evaluating an offer to acquire the Company.
<TABLE>
<CAPTION>
VOTES FOR VOTES AGAINST ABSTAIN
<S> <C> <C>
433,485 28,130 13,850
</TABLE>
At the Company's Annual Meeting of Shareholders held on May 16, 2000,
Article 9 of the Company's Articles of Incorporation was amended, which
requires that any amendment of Article 9 be approved by the affirmative
vote of two-thirds (66-2/3%) of the issued and outstanding shares
unless two-thirds (66-2/3%) of the directors of the Company have
approved the amendment, in which case the approval of a majority of the
outstanding shares will be required.
<TABLE>
<CAPTION>
VOTES FOR VOTES AGAINST ABSTAIN
<S> <C> <C>
428,615 26,250 3,600
</TABLE>
At the Company's Annual Meeting of Shareholders held on May 16, 2000,
Article 11 of the Company's Articles of Incorporation was amended,
which requires that any amendment of Article 11 be approved by the
affirmative vote of two-thirds (66-2/3%) of the issued and outstanding
shares unless two-thirds (66-2/3%) of the directors of the Company have
approved the amendment, in which case the approval of a majority of the
outstanding shares will be required.
<TABLE>
<CAPTION>
VOTES FOR VOTES AGAINST ABSTAIN
<S> <C> <C>
427,415 27,250 2,800
</TABLE>
14
<PAGE> 16
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Articles of Incorporation of the Company
27 Financial Data Schedule
(b) Report on Form 8-K
There were no reports on Form 8-K filed during the
quarter ended June 30, 2000.
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE PB FINANCIAL SERVICES CORPORATION
August 14, 2000 /s/ KELLY J. JOHNSON
--------------------------
Kelly J. Johnson
(PRINCIPAL FINANCIAL
OFFICER)
15
