SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
-------------------------------------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
----------------------- ----------------------
Commission file number 000-29257
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ROEBLING FINANCIAL CORP, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 22-3709698
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State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
Route 130 and Delaware Avenue, Roebling New Jersey 08554
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (609) 499-0355
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N/A
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Former name, former address and former fiscal year,
if changed since last report.
Indicate by check whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date August 1, 2000.
Class Outstanding
--------------------------- --------------
$.10 par value common stock 425,500 shares
<PAGE>
ROEBLING FINANCIAL CORP, INC.
FORM 10-QSB
FOR THE QUARTER ENDED JUNE 30, 2000
INDEX
Page
Number
------
PART I - FINANCIAL INFORMATION OF ROEBLING FINANCIAL CORP., INC.
Item 1. Financial Statements and Notes Thereto 1 - 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7 -10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Materially Important Events 11
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
<PAGE>
ROEBLING FINANCIAL CORP, INC.
STATEMENTS OF FINANCIAL CONDITION
(In Thousands)
<TABLE>
<CAPTION>
June 30, September 30,
2000 1999
------------ -------------
(Unaudited)
<S> <C> <C>
Assets
Cash and due from banks $ 1,858 $ 2,836
Interest bearing deposits 512 737
-------- --------
Total cash and cash equivalents 2,370 3,573
Federal Home Loan Bank term deposits - 250
Certificates of deposit 300 300
Securities available for sale 21 24
Securities held to maturity 8,412 9,657
Mortgage-backed and related securities held to maturity, net 5,458 6,294
Loans receivable, net 41,412 35,745
Real estate owned 44 210
Accrued interest receivable 409 375
Federal Home Loan Bank of New York stock, at cost 388 294
Premises and equipment 1,093 1,087
Other assets 55 70
-------- --------
Total assets $ 59,962 $ 57,879
======== ========
Liabilities and Stockholders' Equity
Liabilities
Deposits $ 53,645 $ 50,036
Borrowed funds - 2,125
Advances from borrowers for taxes and insurance 441 420
Accrued interest payable 42 49
Other liabilities 491 305
-------- --------
Total liabilities 54,619 52,935
-------- --------
Stockholders' equity
Serial preferred stock, no par value; 1,000,000 shares authorized;
none issued - -
Common stock; $0.10 par value; 4,000,000 shares authorized;
425,500 issued 43 43
Additional paid-in-capital 1,655 1,652
Unallocated employee stock ownership plan shares (114) (125)
Retained earnings - substantially restricted 3,747 3,360
Accumulated other comprehensive income - unrealized gain
on securities available for sale, net of tax 12 14
-------- --------
Total stockholders' equity 5,343 4,944
-------- --------
Total liabilities and stockholders' equity $ 59,962 $ 57,879
======== ========
</TABLE>
See notes to unaudited financial statements.
1
<PAGE>
ROEBLING FINANCIAL CORP, INC.
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
For the Three Months Ended
June 30,
---------------------------
2000 1999
------------ -------------
<S> <C> <C>
Interest income:
Loans receivable $ 838 $ 619
Securities available for sale - -
Securities held to maturity 131 198
Mortgage-backed and related securities held to maturity 88 44
Other interest earning assets 11 18
------ ------
Total interest income 1,068 879
------ ------
Interest expense:
Deposits 383 346
Borrowed funds 20 3
------ ------
Total interest expense 403 349
------ ------
Net interest income before provision for loan losses 665 530
Provision for loan losses 13 6
------ ------
Net interest income after provision for loan losses 652 524
------ ------
Non-interest income:
Loan service charges and late charges 12 18
Account servicing and other 78 66
Gain on sale of interest earning assets - 3
------ ------
Total non-interest income 90 87
------ ------
Non-interest expense:
Compensation and benefits 273 269
Occupany and equipment 49 42
Service bureau and data processing 59 55
Federal insurance premiums 1 6
Other expense 115 147
------ ------
Total non-interest expense 497 519
------ ------
Income before provision for income taxes 245 92
Provision for income taxes 94 34
------ ------
Net income 151 58
Other comprehensive income, net of tax:
Unrealized (loss) gain on securities available for sale, net of tax - -
------ ------
Comprehensive income $ 151 $ 58
====== ======
Basic earnings per share $ 0.37 $ 0.14
Fully diluted earnings per share $ 0.36 $ 0.14
</TABLE>
See notes to unaudited financial statements.
2
<PAGE>
ROEBLING FINANCIAL CORP, INC.
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
For the Nine Months Ended
June 30,
-------------------------
2000 1999
----------- -----------
<S> <C> <C>
Interest income:
Loans receivable $ 2,318 $ 1,828
Securities available for sale - 2
Securities held to maturity 408 527
Mortgage-backed and related securities held to maturity 267 105
Other interest earning assets 43 98
------- -------
Total interest income 3,036 2,560
------- -------
Interest expense:
Deposits 1,089 1,019
Borrowed funds 50 10
------- -------
Total interest expense 1,139 1,029
------- -------
Net interest income before provision for loan losses 1,897 1,531
Provision for loan losses 28 11
------- -------
Net interest income after provision for loan losses 1,869 1,520
------- -------
Non-interest income:
Loan service charges and late charges 44 52
Account servicing and other 234 168
Gain on sale of interest earning assets 1 4
------- -------
Total non-interest income 279 224
------- -------
Non-interest expense:
Compensation and benefits 819 777
Occupany and equipment 139 125
Service bureau and data processing 201 163
Federal insurance premiums 12 18
Other expense 348 331
------- -------
Total non-interest expense 1,519 1,414
------- -------
Income before provision for income taxes 629 330
Provision for income taxes 242 134
------- -------
Net income 387 196
Other comprehensive income, net of tax:
Unrealized (loss) gain on securities available for sale, net of tax (2) 1
------- -------
Comprehensive income $ 385 $ 197
======= =======
Basic earnings per share $ 0.94 $ 0.48
Fully diluted earnings per share $ 0.93 $ 0.48
</TABLE>
See notes to unaudited financial statements.
3
<PAGE>
ROEBLING FINANCIAL CORP, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Accumulated
Additional Other
Common Paid-in Unallocated Retained Comprehensive
Stock Capital ESOP Shares Earnings Income Total
------- --------- ----------- -------- ------------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance at September 30, 1999 $43 $1,652 ($125) $3,360 $14 $4,944
Net income for the nine months
ended June 30, 2000 - - - 387 - 387
Change in unrealized gain on
securities available for sale,
net of income taxes - - - - (2) (2)
Amortization of ESOP shares - 3 11 - - 14
-------------- ---------------- -------------- -------------- ---------------- ------------
Balance at June 30, 2000 $43 $1,655 ($114) $3,747 $12 $5,343
============== ================ ============== ============== ================ ============
</TABLE>
4
<PAGE>
ROEBLING FINANCIAL CORP, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
For the Nine Months Ended
June 30,
-------------------------
2000 1999
---------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 387 $ 196
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation 52 56
Amortization of premiums on investment securities
held to maturity 20 11
Amortization of premiums on mortgage-backed securities 20 19
Provision for loan losses 28 11
Gain on sale of loans (1) (4)
Decrease (increase) in other assets 15 (172)
Increase in accrued interest receivable (34) (42)
Decrease in accrued interest payable (7) -
Increase in other liabilities 186 241
Amortization of ESOP shares 14 16
-------- --------
Net cash provided by operations 680 332
-------- --------
Cash flows from investing activities:
Net decrease in Federal Home Loan Bank term deposits 250 -
Proceeds from maturities of held-to-maturity securities 1,225 6,356
Purchase of held-to-maturity securities - (8,056)
Proceeds from maturities of equity securities - 100
Proceeds from sale of loans 272 1,613
Purchase of Federal Home Loan Bank stock (94) (50)
Loans originated, net of principal repayments (6,012) (7,985)
Proceeds from principal repayment of mortgage-backed securities 816 1,200
Purchase of mortgage-backed securities - (4,408)
Purchase of premises and equipment (58) (7)
Proceeds from sale of real estate owned 216 -
-------- --------
Net cash used in investing activities (3,385) (11,237)
-------- --------
Cash flows from financing activities:
Net increase in deposits 3,609 7,767
Net decrease in borrowed funds (2,125) (12)
Increase in advance payments by borrowers for taxes and insurance 18 4
-------- --------
Net cash provided by financing activities 1,502 7,759
-------- --------
Net decrease in cash and cash equivalents (1,203) (3,146)
Cash and cash equivalents at beginning of period 3,573 5,023
-------- --------
Cash and cash equivalents at end of period $ 2,370 $ 1,877
======== ========
Supplemental Disclosures of Cash Flow Information:
Cash paid for:
Interest 1,146 1,027
Income taxes 145 134
Supplemental Schedule of Noncash Investing Activities:
Transfer from loans receivable to real estate owned 40 129
</TABLE>
See notes to unaudited financial statements
5
<PAGE>
ROEBLING FINANCIAL CORP, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Roebling
Financial Corp, Inc. (the "Company") have been prepared in accordance with
instructions for form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. However, such information presented reflects
all adjustments (consisting solely of normal recurring adjustments) which are,
in the opinion of the Company's management, necessary for a fair statement of
results for the interim period. Effective January 31, 2000, Roebling Bank (the
"Bank") became the wholly owned subsidiary of Roebling Financial Corp, Inc.
The results of operations for the three and nine months ended June 30, 2000, are
not necessarily indicative of the results to be expected for the year ending
September 30, 2000, or any other future period. The unaudited consolidated
financial statements and notes thereto should be read in conjunction with the
audited financial statements and notes thereto for the year ended September 30,
1999.
NOTE 2 - EARNINGS PER SHARE
Earnings per share are computed by dividing net income by the weighted average
number of common shares outstanding during the period. Shares outstanding do not
include shares of Company Common Stock purchased and held by the Bank's employee
stock ownership plan ("ESOP") and unallocated during the period ended June 30,
2000, in accordance with SOP 93-6 "Employer's Accounting for Employee Stock
Ownership Plans."
NOTE 3 - EMPLOYEE STOCK OWNERSHIP PLAN ("ESOP")
In connection with the Reorganization, the Bank formed an ESOP. The ESOP covers
employees who have completed at least 1,000 hours of service during a
twelve-month period and have attained the age of 21. The ESOP borrowed $156,800
from an independent third party lender to fund the purchase of l5,680 or 8.0%,
of the shares of Bank common stock sold in the minority stock offering. The loan
to the ESOP was repaid to the independent third party lender on February 24,
2000 by Roebling Financial Corp, Inc., who presently holds the loan on its
books. The Bank is making principal only payments to the Financial Corp.
sufficient to service the debt over the original ten year period. Shares are
released and allocated to the participants on the basis of a compensation
formula. Compensation expense related to the ESOP for the nine months ended June
30, 2000, was $14,916.
NOTE 4 - STOCK-BASED COMPENSATION PLANS
On January 26, 1999, the stockholders of the Bank approved the l998 Stock Option
Plan (the "Stock Option Plan") and the l998 Restricted Stock Plan (The
"Restricted Stock Plan").
The Stock Option Plan provides for authorizing the issuance of an additional
19,596 shares of common stock by the Bank upon the exercise of stock options
awarded to officers, directors, key employees and other persons providing
services to the Bank. The Bank may also purchase shares through the open market.
The 19,596 shares of options granted under the Stock Option Plan constitute
either Incentive Stock Options or Non-Incentive Stock Options. Common stock
issuable pursuant to outstanding options will be considered outstanding for
purposes of calculating earnings per share, if dilutive. At June 30, 2000,
14,308 options have been granted and are exercisable.
The Restricted Stock Plan provides for the purchase of 7,838 shares of common
stock in the open market. All of the Common Stock to be purchased by the
Restricted Stock Plan will be purchased at the fair market or at value of
authorized but unissued shares of such stock on the date of purchase. Awards
under the Restricted Stock Plan were made in recognition of expected future
services to the Bank by its directors, officers, and key employees responsible
for implementation of the policies adopted by the Bank's Board of Directors and
as a means of providing a further retention incentive. The expense of the plan
will be accrued as shares vest over a four-year period beginning February, 1999.
6
<PAGE>
ROEBLING FINANCIAL CORP., INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
General
The Private Securities Litigation Reform Act of 1995 contains safe
harbor provisions regarding forward-looking statements. When used in this
discussion, the words "believes", "anticipates", "contemplates", "expects", and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those projected. Those risks and
uncertainties include changes in interest rates, the ability to control costs
and expenses, year 2000 issues and general economic conditions. Roebling
Financial Corp, Inc. undertakes no obligation to publicly release the results of
any revision to those forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
The Company's business is conducted primarily through the Bank. All
references to the Company refer collectively to the Company and the Bank.
Overview
For the three months ended June 30, 2000, the Company reported net
income of $151,000, or $.36 per diluted share, from $58,000, or $.14 per diluted
share, for the same period in 1999. For the nine months ended June 30, 2000, the
Company reported net income of $387,000, or $.93 per diluted share, from
$196,000, or $.48 per diluted share, for the same period in 1999.
Changes in Financial Condition
Total assets amount to $60.0 Million at June 30, 2000, compared to
$57.9 million at September 30, l999, representing a $2.1 million increase since
fiscal year-end 1999. Net loans totaled $41.4 million, representing a $5.7
million increase from the fiscal year-end balance of $35.7 million. The home
equity mortgage loan portfolio increased $2.5 million as a result of promotions
for that product. Commercial mortgage loans increased $1.8 million due to the
efforts of the Bank's commercial lending officer. Mortgage loans secured by one
to four family properties increased by $1.4 million. Total deposits increased
$3.6 million to $53.6 million at June 30, 2000, from the September 30, 1999
balance of $50.0 million. $2.2 million of that increase is from the active
promotion of the Bank's newest branch in New Egypt. Stockholders' equity
increased to $5.3 million at June 30, 2000 from the September 30, 1999, balance
of $4.9 million, primarily due to the net income for the period.
Results of Operations
Net Interest Income. For the three-month period ended June 30, 2000,
the Company reported net interest income before provision for loan losses of
$665,000, which represents an increase of $135,000 or 25% over the same period
in 1999. The increase is primarily due to greater interest income on the loan
portfolio of approximately $219,000, partially offset by increased interest
expense on deposits and borrowings due to volume.
For the nine-month period ended June 30, 2000, the Company reported net
interest income before provision for loan losses of $1,897,000, which represents
an increase of $366,000 or 24% over the same period of l999. This is primarily
due to a $490,000 increase in interest income on the loan portfolio, offset by
greater interest expense on deposits and borrowings due to volume and an
increase in the cost of deposits.
The average yield on investments for the three-month period ended June
30, 2000, was 6.14% compared to 5.77% for the same period of l999. The average
balance of all investments decreased $2.1 million to a quarterly average of
$15.0 million for the three-month period ended June 30, 2000, from $17.1 million
for the same period of l999. The yield on the loan portfolio increased to 8.22%
for the three-month period ended June 30, 2000, compared to 7.48% for the same
three-month period of l999. The cost of interest-bearing liabilities increased
to 3.58% for the three-month period ended June 30, 2000, compared to 3.36% for
the same three-month period of l999. This was primarily due to the increased
costs of the certificate of deposit portfolio in a time period of rising
interest rates.
7
<PAGE>
Non-interest Income. Total non-interest income for the three-month
period ended June 30, 2000, increased $3,000, to $90,000 from $87,000 for the
same period of l999. Total non-interest income for the nine-month period ended
June 30, 2000, increased $55,000, to $279,000 from $224,000 for the same period
of l999. Increases in total non-interest income for the current year three and
nine-month periods were primarily related to increased deposit account fee
income. For the current year three and nine-month periods, total non-interest
income was offset by a reduction in loan service fees and late charges.
Provision for Loan Losses. The provision for loan losses was $13,000
and $28,000, respectively for the three and nine-month periods ended June 30,
2000, compared to $6,000 and $11,000, respectively, for the same periods in
1999. Management continually monitors and adjusts the allowance for loan losses
based upon its analysis of the loan portfolio. This analysis includes evaluation
of known and inherent risks in the loan portfolio, past loss experience, current
economic conditions, industry loss reserve levels, adverse situations which may
affect the borrower, the estimated value of any underlying collateral and other
relevant factors. However, there can be no assurance that additions to the
allowance for loan losses will not be required in future periods or that actual
losses will not exceed estimated amounts.
Non-interest Expense. Total non-interest expenses for the three and
nine-month periods ended June 30, 2000, were $497,000 and $1,519,000 compared to
$519,000 and $1,414,000 for the same period in 1999. Increases in salaries and
employee benefits for the current year nine-month period reflects the addition
of new loan personnel to manage the Bank's loan growth and annual salary
increases for current staff members in the first quarter. The Bank opened a new
Loan Center in March 2000. Increases in occupancy and equipment expenses for the
current year three and nine-month periods are attributable to rent and
furniture, fixtures and equipment expenses for the new center. Increases in data
processing and service bureau fees for the current year three and nine-month
periods resulted from an increased volume of deposit accounts and the processing
and transaction costs associated with such increased volume. Effective January
2000, federal insurance premium assessments were decreased. Decreases in other
expense for the current three-month period are primarily due to reduced legal
and outside professional fees.
8
<PAGE>
Liquidity and Regulatory Capital Compliance
On June 30, 2000, the Bank was in compliance with its three regulatory
capital requirements as follows:
Amount Percent
------ -------
Tangible capital $5,179 8.63%
Tangible capital requirement 899 1.50%
------ -----
Excess over requirement $4,280 7.13%
====== =====
Core capital $5,179 8.63%
Core capital requirement 2,398 4.00%
------ -----
Excess over requirement $2,781 4.63%
====== =====
Risk based capital $5,390 14.83%
Risk based capital requirement 2,908 8.00%
------ -----
Excess over requirement $2,482 6.83%
====== =====
The Company anticipates that it will have sufficient funds available to
meet its current commitments. As of June 30, 2000, the Bank had outstanding
mortgage commitments to fund loans of $925,000. At June 30, 2000, there were
commitments on unused lines of credit relating to home equity loans of $3.7
million. Certificates of deposit scheduled to mature in one year or less as of
June 30, 2000, totaled $15.0 million. Based on historical deposit withdrawals
and outflows, and on internal monthly deposit reports monitored by management,
management believes that a majority of such deposits will remain with the
Company.
9
<PAGE>
Additional Key Operating Ratios
At or for Three Months Ended
June 30,
2000(1) 1999(1)
-------------- ------------
Earnings per common share (2):
Basic $ 0.37 $ 0.14
Diluted $ 0.36 $ 0.14
Return on average assets (1) 1.01% 0.43%
Return on average equity (1) 11.49% 4.81%
Interest rate spread (1) 4.08% 3.54%
Net interest margin (1) 4.77% 4.12%
Non-interest expense to average assets (1) 3.33% 3.85%
Nonperforming assets to total assets .47% 1.11%
Nonperforming loans to total loans .58% 1.45%
At June 30,
2000 1999
------- -------
Tangible book value per share (3) $ 12.56 $ 11.40
-------------
(1) The ratios for the three-month period presented are annualized.
(2) The average number of shares outstanding during the three months ended
June 30, 2000, was 413,936 basic and 416,470 diluted. The average
number of shares outstanding during the three months ended June 30,
1999, was 411,392 basic and diluted.
(3) The average number of shares outstanding during the three months ended
June 30, 2000 was 425,500
At or for Nine Months Ended
June 30,
2000(1) 1999(1)
----------- --------------
Earnings per common share (2):
Basic $ 0.94 $ 0.48
Diluted $ 0.93 $ 0.48
Return on average assets (1) 0.87% 0.50%
Return on average equity (1) 10.06% 5.48%
Interest rate spread (1) 3.95% 3.55%
Net interest margin (1) 4.62% 4.13%
Non-interest expense to average assets (1) 3.43% 3.66%
Nonperforming assets to total assets .47% .97%
Nonperforming loans to total loans .58% 1.43%
At June 30,
2000(1) 1999(1)
--------- ---------
Tangible book value per share (3) $ 12.56 $ 11.40
-------------
(1) The ratios for the nine-month period presented are annualized.
(2) The average number of shares outstanding during the nine months ended
June 30, 2000, was 413,544 basic and 417,759 diluted. The average
number of shares outstanding during the nine months ended June 30,
1999, was 411,392 basic and diluted.
(3) The average number of shares outstanding during the nine months ended
June 30, 2000 was 425,500
10
<PAGE>
ROEBLING FINANCIAL CORP., INC.
Part II
ITEM 1. LEGAL PROCEEDINGS
The Company, from time to time, is a party to ordinary routine
litigation, which arises in the normal course of business,
such as claims to enforce liens, condemnation proceedings on
properties in which the Company holds security interests,
claims involving the making and servicing of real property
loans and other issues incident to the business of the
Company. In the opinion of management, the resolution of these
lawsuits would not have a material adverse effect on the
financial condition or results of operations of the Company.
RKA Corporation. On December 20, 1995, the plaintiffs
commenced this action against RKA Corporation ("RKA") and the
Bank. Cox v. RKA Corporation and Richard Niel, Docket No.
C-00l64-95, Superior Court, Chancery Division, Camden County,
New Jersey. In this action, the plaintiffs sought to compel
RKA to specifically perform under an existing real estate
contract. The principal of RKA filed for bankruptcy and
plaintiffs took judgment against him before the filing of
bankruptcy. The plaintiff amended the Complaint on March 8,
l996, to add the Bank as a party seeking to negate the
mortgage held by the Bank on the subject property. On March
l9, l997, the court held in favor of the plaintiffs and
imposed a constructive lien senior to that held by the Bank.
The Bank filed an appeal in the New Jersey Appellate Division,
Harry W. Cox v. RKA Corp., et al, Docket No. A-5089-96T1. The
Bank had reserved $80,000 against the loan in connection with
this suit.
The case was argued on October l4, l998, and on December 24,
l998, in a split decision, the Appellate Division ruled
against the Bank. On February 23, l999, the Bank charged off
the loan in the amount of $74,231 against the previously
reserved allowance. The Bank filed an appeal with the new
Jersey Supreme Court on April l5, l999, Docket No. 47,315. The
case was argued on October 25, l999. On June 30, 2000, the
Supreme Court affirmed the decision of the Appellate Division
of the Superior Court.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS
Not applicable.
11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
3.(a) Exhibits
2.1 Agreement and Plan of Reorganization *
3.1 Federal Stock Charter *
3.2 Bylaws *
4.0 Form of Stock Certificate *
10.1 Supplemental Executive Retirement Plan **
10.2 Directors' Retirement Plan **
10.3 Stock Option Plan *
10.4 Restricted Stock Plan *
27.0 Financial Data Schedule (electronic filing only)
(b) Reports on Form 8-K
None
---------------------------
* Incorporated herein by reference to the Form
8-K12g3 filed with the Commission on
February 1, 2000.
** Incorporated herein by reference the Form
8-K/A filed with the Commission on February
24, 2000.
12
<PAGE>
ROEBLING FINANCIAL CORP., INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange act of l934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
ROEBLING FINANCIAL CORP, INC.
Date: August 3, 2000 By: /s/John J. Ferry
------------------------------------------
John J. Ferry
Chairman
(Principal Executive Officer)
Date: August 3, 2000 By: /s/John Y. Leacott
------------------------------------------
John Y. Leacott
Vice President and Chief Financial Officer
(Principal Officer)
