<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM_______________TO_______________.
COMMISSION FILE NUMBER 0-11011
CB FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MICHIGAN 38-2340045
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE JACKSON SQUARE, JACKSON, MICHIGAN 49201
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (517) 788-2800
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $7.50 PAR VALUE
(TITLE OF CLASS)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR SHORTER PERIOD THAT THE REGISTRANT HAS
BEEN REQUIRED TO FILE SUCH REPORTS); AND (2) HAS BEEN SUBJECT TO FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO____
AT SEPTEMBER 30, 1995, THERE WERE 2,801,053 SHARES OF THE REGISTRANT'S COMMON
STOCK OUTSTANDING WITH A $7.50 PAR VALUE.
<PAGE> 2
CB FINANCIAL CORPORATION
INDEX
Part I. Financial Information:
Item 1. Financial Statements
The following consolidated financial statements
of CB Financial Corporation and its subsidiaries
included in this report are:
Page
----
Consolidated Balance Sheet - September 30, 1995,
September 30, 1994 and December 31, 1994 .................. 3
Consolidated Statement of Income - For the Three and
Nine Months Ended September 30, 1995 and 1994. ............. 4
Consolidated Statement of Cash Flow - For the
Nine Months Ended September 30, 1995 and 1994 .............. 5
Note to Consolidated Financial Statements .................. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations, Liquidity,
and Capital ................................................ 7
Part II. Other Information:
Item 6. Exhibit 10 and Report on Form 8-K ................ 10
SIGNATURE ................................................................. 11
The following documents are filed as a part of
this report:
Exhibit 10 Change of Control Agreement
Exhibit 27 Financial Data Schedule
2
<PAGE> 3
CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
(In Thousands) 09/30/95 09/30/94 12/31/94
- - -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS:
Cash and Cash Equivalents:
Cash and Due from Banks $34,799 $47,459 $39,826
Money Market Assets 12,214 11,000 14,832
- - -------------------------------------------------------------------------------------------------------------------------
Total Cash and Cash Equivalents 47,013 58,459 54,658
- - -------------------------------------------------------------------------------------------------------------------------
Securities Available for Sale 62,178 95,988 89,615
- - -------------------------------------------------------------------------------------------------------------------------
Investment Securities Held to Maturity:
U.S. Treasury 131,780 131,509 132,316
U.S. Government Agencies 3,003 3,512 3,511
States and Political Subdivisions 11,027 12,600 12,159
- - -------------------------------------------------------------------------------------------------------------------------
Total Investment Securities (Market Value of $144,948
$142,664 and $139,964, respectively) 145,810 147,621 147,986
- - -------------------------------------------------------------------------------------------------------------------------
Loans:
Consumer Loans, Net of Unearned Interest 113,924 103,247 108,137
Commercial Loans 171,086 155,771 167,869
Tax Exempt Loans 13,272 10,588 14,674
Real Estate Mortgage Loans 113,744 80,304 102,439
- - -------------------------------------------------------------------------------------------------------------------------
Subtotal, Loans 412,026 349,910 393,119
Reserve for Possible Loan Losses (4,021) (3,565) (3,865)
- - -------------------------------------------------------------------------------------------------------------------------
Net Loans 408,005 346,345 389,254
- - -------------------------------------------------------------------------------------------------------------------------
Bank Premises and Equipment, Net 15,800 15,422 16,283
Other Real Estate Owned 20 411 324
Income Earned Not Received 7,135 6,718 7,281
Goodwill and Premium on Core Deposits, Net 10,931 8,022 11,914
Other Assets 3,359 4,504 2,949
- - -------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $700,251 $683,490 $720,264
========================================================================================================================
LIABILITIES:
Deposits:
Demand Deposits $104,663 $105,310 $109,940
Interest-Bearing Demand Deposits 143,643 157,017 168,610
Savings Deposits 122,308 130,355 132,365
Time Deposits 238,113 189,277 209,734
- - -------------------------------------------------------------------------------------------------------------------------
Total Deposits 608,727 581,959 620,649
- - -------------------------------------------------------------------------------------------------------------------------
Short-Term Interest Bearing Liabilities 698 12,500 12,500
Note Payable and Capital Leases 5,090 7,004 6,526
Accrued Expenses 4,516 3,931 3,730
Dividend Payable 840 840 840
Other Liabilities 3,918 2,869 2,010
- - -------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 623,789 609,103 646,255
- - -------------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY:
Preferred Stock no par value, 100,000 shares authorized,
none outstanding 0 0 0
Common Stock-$7.50 par value, 5,000,000 shares
2,801,053 shares outstanding 21,008 21,008 21,008
Capital Surplus 8,073 8,073 8,073
Undivided Profits 46,798 44,488 45,475
Unrealized Gains(Losses) on Securities Available for Sale, Net of Tax Effect 583 818 (547)
- - -------------------------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 76,462 74,387 74,009
- - -------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $700,251 $683,490 $720,264
========================================================================================================================
</TABLE>
The accompanying note is an integral part of this statement.
3
<PAGE> 4
CONSOLIDATED STATEMENT OF INCOME (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
(In Thousands Except Per Share Data) 1995 1994 1995 1994
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and Fees on Loans
Consumer Loans $2,446 $2,376 $7,285 $6,713
Commercial Loans 3,981 3,263 11,874 8,922
Tax Exempt Loans 223 149 687 428
Real Estate Mortgage Loans 2,380 1,742 6,698 5,271
Interest on Securities Available for Sale 1,208 1,955 4,100 6,068
Interest on Investment Securities Held to
Maturity:
U.S. Treasury 1,892 1,873 5,649 5,501
U.S. Government Agencies 47 57 158 161
States and Political Subdivisions 167 191 516 647
Interest on Money Market Assets 223 62 447 245
- - -------------------------------------------------------------------------------------------------------------------
Total Interest Income 12,567 11,668 37,414 33,956
- - -------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
Interest on Demand Deposits 930 1,052 3,135 3,012
Interest on Savings Deposits 790 821 2,292 2,530
Interest on Time Deposits 3,244 1,904 8,581 5,528
Interest on Other Liabilities 106 180 667 517
- - -------------------------------------------------------------------------------------------------------------------
Total Interest Expense 5,070 3,957 14,675 11,587
- - -------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME 7,497 7,711 22,739 22,369
Provision for Possible Loan Losses 165 140 508 395
- - -------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER
PROVISION FOR POSSIBLE LOAN LOSSES 7,332 7,571 22,231 21,974
- - -------------------------------------------------------------------------------------------------------------------
NON-INTEREST INCOME:
Trust Income 502 524 1,506 1,536
Service Charges on Deposit Accounts 721 555 1,965 1,688
Fees for Other Services to Customers 431 423 1,068 925
Securities Gains 1 183 30 340
Other Income 21 3 112 558
- - -------------------------------------------------------------------------------------------------------------------
Total Non-Interest Income 1,676 1,688 4,681 5,047
- - -------------------------------------------------------------------------------------------------------------------
NON-INTEREST EXPENSES:
Salaries and Wages 2,585 2,490 7,795 7,533
Employee Benefits 594 672 2,011 2,009
Occupancy Expenses 657 612 1,890 1,832
Furniture and Equipment Expenses 623 573 1,832 1,633
FDIC Insurance Premiums (21) 319 628 942
Restructure Charge 981 0 981 0
Other Operating Expenses 2,168 2,175 6,275 6,177
- - -------------------------------------------------------------------------------------------------------------------
Total Non-Interest Expenses 7,587 6,841 21,412 20,126
- - -------------------------------------------------------------------------------------------------------------------
Income Before Provision for Federal Income 1,421 2,418 5,500 6,895
Provision for Federal Income Tax 410 706 1,657 2,128
- - -------------------------------------------------------------------------------------------------------------------
NET INCOME $1,011 $1,712 $3,843 $4,767
===================================================================================================================
PER SHARE DATA:
Net Income Per Common Share 0.36 0.61 1.37 1.70
Average Number of Shares Outstanding 2,804,671 2,803,493 2,803,132 2,803,467
</TABLE>
The accompanying note is an integral part of this statement.
4
<PAGE> 5
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited) Nine Months Ended
September 30,
(In Thousands) 1995 1994
- - ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
Cash Flows from Operating Activities:
Interest and Fees Received $42,858 $39,943
Interest Paid (14,013) (11,649)
Cash Paid to Suppliers and Employees (17,612) (19,228)
Income Taxes Paid (1,928) (1,861)
- - ----------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 9,305 7,205
- - ----------------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities:
Proceeds from Sale of Securities Available for Sale 9,044 13,774
Proceeds from Sales of Investment Securities Held to Maturity 0 0
Proceeds from Maturities of Securities Available for Sale 25,000 44,376
Proceeds from Maturities/Calls of Investment Securities Held to Maturity 1,560 1,564
Purchase of Securities Available for Sale (5,000) (4,021)
Purchase of Investment Securities Held to Maturity 0 (39,414)
Net Increase in Loans (19,259) (14,796)
Net Decrease in Other Real Estate Owned 337 (21)
Capital Expenditures (952) (2,040)
- - ----------------------------------------------------------------------------------------------------------------
Net Cash Provided (Used) by Investing Activities 10,730 (578)
- - ----------------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities:
Repayment of Note Payable (1,425) (1,425)
Net Increase (Decrease) in Deposits and Short-Term Liabilities (23,723) 10,414
Cash Dividends Paid (2,521) (2,521)
Payment of Capital Lease Obligations (11) (100)
- - ----------------------------------------------------------------------------------------------------------------
Net Cash Used by Financing Activities (27,680) 6,368
- - ----------------------------------------------------------------------------------------------------------------
Net Decrease in Cash and Cash Equivalents (7,645) 12,995
- - ----------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at Beginning of Year 54,658 45,464
- - ----------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period $47,013 $58,459
================================================================================================================
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
Net Income $3,843 $4,767
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Provision for Depreciation and Amortization 1,409 1,354
Accretion of Net Discount on Purchased Subsidiary 986 641
Amortization of Discount and Premiums on
Investment Securities, Net 753 951
Provision for Possible Loan Losses 508 395
Securities Gains (30) (340)
Decrease in Income Earned Not Received 56 (107)
Decrease in Other Assets 212 (448)
Gain on Sale of Other Real Estate Owned (33) (1)
Increase (Decrease) in Interest Payable 680 (29)
Increase (Decrease) in Income Taxes Payable (272) 267
Decrease in Accrued Expenses 1,193 (245)
- - --------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities $9,305 $7,205
================================================================================================================
</TABLE>
The accompanying note is an integral part of this statement.
5
<PAGE> 6
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING AND REPORTING POLICIES
BASIS OF PRESENTATION
The accounting and reporting policies of CB Financial Corporation (the
"Corporation") and its subsidiaries are in accordance with generally
accepted accounting principles and conform to practice within the banking
industry.
The condensed consolidated financial statements included herein have been
prepared by the Corporation, without an audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. It is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements and the
notes contained in the 1994 Annual Report to Shareholders of CB Financial
Corporation and the Corporation's 1994 Form 10-K filed with the
Securities and Exchange Commission.
CONSOLIDATION
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
assure the fair presentation of financial condition and results of
operations. All material intercompany accounts and transactions have
been eliminated. All such adjustments are of a normal recurring nature.
LOANS
Effective January 1, 1995, the Corporation adopted Statement of Financial
Accounting Standards (SFAS) No. 114, "Accounting by Creditors for
Impairment of a Loan" and SFAS No. 118, "Accounting by Creditors for
Impairment of a Loan-Income Recognition and Disclosures." This
Statement requires that impaired loans be measured based on the present
value of expected future cash flows discounted at the loan's effective
interest rate or, as a practical expedient, at the loan's observable
market price or the fair value of the collateral if the loan is
collateral dependent. The adoption of these statements on January 1,
1995 had no impact on the financial position or the results of operations
of the Corporation.
RECLASSIFICATION
Certain amounts in the consolidated income statement for the period ended
September 30, 1994 have been reclassified to conform with the
presentation in 1995.
6
<PAGE> 7
Part I: 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 Corporation's financial condition and earnings
during the periods included in the accompanying consolidated financial
statements.
FINANCIAL CONDITION
A summary of the period changes in principal sources and uses of funds is shown
below in thousands of dollars.
<TABLE>
<CAPTION>
CHANGE FROM DECEMBER 31, 1994
TO SEPTEMBER 30, 1995
<S> <C>
Funding Sources:
Cash & Cash Equivalents $ 7,645
Investment Securities 30,604
Sale of Other Real Estate Owned 337
Operating Activities 9,305
----------
$ 47,891
==========
Funding Uses:
Loans $ 19,259
Deposits 11,922
Short Term Interest Bearing Liabilities 11,801
Cash Dividends 2,521
Capital Expenditures 952
Repayment of Note and Capital Leases 1,436
----------
Total Uses $ 47,891
==========
</TABLE>
The primary source of funds for loan growth and the runoff of deposits was the
sale and maturity of investment securities available for sale and decreased
cash and cash equivalent balances. Net loans increased $19.3 million as of
September 30, 1995 from the totals reported at December 31, 1994. Time deposits
increased $28.4 million over the December 31, 1994 balance which was offset by
decreases in demand, interest bearing demand and savings deposits of $40.3
million. This decrease is partially attributable to product changes and fee
increases. Short term interest bearing liabilities and federal funds
purchased have decreased from the December 31, 1994 balance as funds from
operating activities have increased.
7
<PAGE> 8
LIQUIDITY AND CAPITAL RESOURCES
During the first nine months of 1995 there were no significant changes with
respect to the capital resources of the Corporation. Management feels that the
liquidity position of the Corporation as of September 30, 1995 is more than
adequate to meet its future cash flow needs. Management also closely monitors
capital levels to provide for normal business needs and to comply with
regulatory requirements. As summarized below, the Corporation's capital ratios
were well in excess of the regulatory requirements for classification as "Well
Capitalized":
<TABLE>
<CAPTION>
Regulatory
Minimum for September 30,
"Well Capitalized" 1995 1994
------------------ ---- ----
<S> <C> <C> <C>
Total Capital 10% 18.5% 18.2%
Tier I Capital 6 17.4 17.2
Tier I Leverage Ratio 5 10.1 9.8
</TABLE>
RESULTS OF OPERATIONS
A summary of the period to period changes in the principal items included in
the consolidated statement of income is shown below in thousands of dollars,
and as a percent.
<TABLE>
<CAPTION>
Comparison of Comparison of
Three Months Ended Nine Months Ended
Sept. 30, 1995 & 1994 Sept. 30, 1995 & 1994
--------------------- ---------------------
<S> <C> <C> <C> <C>
Interest Income $ 899 7.7% $3,458 10.2%
Interest Expense 1,113 28.1 3,088 26.7
------- ------ ------ ------
Net Interest Income (214) (2.8) 370 1.7
Provision for loan losses 25 17.9 113 28.6
------- ------ ------ ------
Net interest income after
provision for loan losses (239) (3.2) 257 1.2
Other Income (12) (.7) (366) (7.3)
Other Expenses 746 10.9 1,286 6.4
------- ------ ------ ------
Income before income tax (997) (41.2) (1,395) (20.2)
Income Tax Expense (296) (41.9) (471) (22.1)
------- ------ ------ ------
Net Income $ (701) (40.9) $ (924) (19.4)
======= ====== ====== ======
</TABLE>
A summary of components of the net interest margin computation for the nine
month period ending September 30, 1995 and 1994 is presented in the following
table:
<TABLE>
<CAPTION>
9/30/95 9/30/94
------- -------
<S>> <C> <C>
Interest on Earning Assets 8.12% 7.64%
Interest on Interest Bearing Liabilities 3.84 3.18
Interest Expense Related to Earning Assets 3.13 2.57
Net Interest Margin 4.99 5.08
</TABLE>
8
<PAGE> 9
NET INTEREST INCOME
Interest income increased $3,458,000 (10.2%) through September 30, 1995 over
the amount reported for the same period of 1994 which resulted primarily from
an increase in loan volume and rates. The acquisition of three Republic Bank
branch offices in December 1994 added approximately $23.1 million of loans.
Interest expense for the two comparable periods increased $3,088,000 in 1995
due to higher deposit balances, shift in deposit product mix and higher
interest rates. The acquisition by CB North in December, 1994 increased
deposits by $47.7 million which was offset by deposit runoff in the first nine
months of 1995. Net interest income increased $370,000 in 1995 over 1994.
PROVISION FOR LOAN LOSSES
The Corporation has adopted SFAS No.114, "Accounting by Creditors for
Impairment of a Loan," as amended by SFAS No. 118, "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosures," effective January
1, 1995. Under these statements, a loan is considered impaired when it is
probable that all amounts due will not be collected according to the
contractual terms of the loan agreement. The statements require that an
impaired loan be measured based on the present value of the expected future
cash flows discounted at the loan's effective interest rate, the observable
market price of the loan or the fair value of the collateral if the loan is
collateral dependent.
The increase in the loan loss provision during the first nine months of 1995
reflects increase loan volume which indicates a desire by the subsidiary Banks
to maintain an adequate reserve. The allowance for loan losses at the end of
the third quarter of 1995 is $156,000 higher or 4.0%, than at December 31,
1994. Net loan charge offs for the three month period ending September 30,
1995 and 1994 were $148,000 and $36,000, respectively. Year to date net loan
charge offs were $352,000 and $446,000 at September 30, 1995 and 1994.
Expressed as a percent of outstanding loans, the Reserve for Possible Loan
Losses was .98%, 1.02% and .98% as of September 30, 1995, September 30, 1994
and December 31, 1994, respectively.
Nonperforming Loans are defined by the Corporation to include loans on which
interest is not being accrued, and restructured loans where interest rates have
been renegotiated at below market rates. For purposes of calculating an
impairment reserve in accordance with SFAS No. 114, the Corporation considers
all nonperforming loans as meeting the statements' definition of impaired.
Nonperforming loans totaled $1,582,000 at September 30, 1995 and 1994 and
$1,063,000 at January 1, 1995. Large balance nonperforming loans (generally
those with balances of $100,000 or more) accounted for $1,222,000 or 77 percent
of total nonperforming loans at September 30, 1995 and $782,000 or 74 percent
at January 1, 1995. The impairment reserve included in the Reserve for
Possible Loan Loss balances amounted to $667,000 at September 30, 1995 and
$327,000 at January 1, 1995. The remaining performing loan portfolio was
collectively evaluated for impairment.
The average balance of nonperforming loans was $1,225,000 for the nine month
period ending September 30, 1995. Interest income recognized during the time
the loans were impaired was $13,000 all of which was received on a cash basis.
Total nonperforming assets which also includes other real estate owned and
assets acquired through repossession are $1,603,000, $1,984,000 and
$1,400,000 at September 30, 1995, September 30, 1994 and December 31, 1994,
respectively. The decrease is due primarily to the sale of other real estate
owned since September 30, 1994.
OTHER INCOME
In 1994, CB North recognized a gain on the sale of a bank facility of $224,000.
Gains on sales of loans amounted to $41,000 at September 30, 1995 compared to
$148,000 at September 30, 1994. Security gains amounted to $30,000 at
September 30, 1995 compared to $340,000 for the same period in 1994.
Offsetting these reductions to other income in 1995 is $420,000 of increased
service charges and other fee income over the period ended September 30, 1994.
OTHER EXPENSES
The increase in other expenses resulted from increases in the major categories
of other expenses, indicative of the normal effects of inflation as well as the
growth of the organization. The major components of other expenses fluctuated
as follows:
9
<PAGE> 10
<TABLE>
<CAPTION>
Comparison of Comparison of
Three Months Ended Nine Months Ended
September 30, 1995 & 1994 September 30, 1995 & 1994
-------------------------- -------------------------
<S> <C> <C>
Salaries & employee benefits .5 % 2.8%
Occupancy, furniture & equipment 8.9 7.4
FDIC Premiums N/A (33.3)
Other (.3) 1.6
</TABLE>
The increase in occupancy and furniture and equipment expense is due to the
three Republic Branch acquisitions and technology improvements. The reduction
in FDIC premiums reflects the refund received in September, 1995 of $350,000.
The decrease in other expenses is the result of cost control measurements put
in place during the second quarter of 1995.
APPLICABLE INCOME TAX
Applicable income tax expense is based on income, less that portion which is
exempt from federal taxation, taxed at the statutory federal income tax rate of
34%. The provision is further reduced to a lesser extent by other tax-exempt
items. The decrease in the 1995 income tax provision reported in the
accompanying financial statements for the three month and year to date periods
ended September 30, 1995 and 1994 reflect the reduction in earnings which
resulted from the restructure charge of $981,000 offset by the FDIC premium
refund of 350,000.
OTHER MATTERS
In July 1995, CB Financial Corporation introduced an early retirement program
as part of the restructuring effort to be implemented in the second half of
1995. A compensation and benefit package was offered to emoloyees whose years
of service and age totaled 80 or more. The employees who elected to accept the
early retirement program resulted in the Corporation recording a restructure
charge of $981,000 in September, 1995. Generally, the payments under this
restructuring plan will begin in the fourth quarter of 1995. The Corporation
has extended the early retirement program to those employees whose years of
service and age total 70-79 with a required acceptance date of November 20,
1995. The projected restructure charge for the fourth quarter, 1995 will range
from $373,000 for those who have indicated acceptance of early retirement to
$1,299,000 if all eligible candidates accept early retirement. The analysis of
the optimization study of CB Financial Centers for delivery system enhancements
and revisions has not been completed and when completed may result in an
additional restructure charge in the fourth quarter, 1995 or the first half of
1996.
PART II. OTHER INFORMATION
Item 6. Exhibit and Report on Form 8-K:
(a) Exhibit 10: Material Contract
(b) A Form 8-K Report was not filed during the three months ended
September 30, 1995.
(c) Exhibit 27: Financial Data Schedule
10
<PAGE> 11
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Corporation has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
CB FINANCIAL CORPORATION
BY: _______________________
A. Wayne Klump
Treasurer
Dated: November 13, 1995
11
<PAGE> 12
EXHBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Page
- - ------- ----------- ----
<S> <C> <C>
10 Change of Control Agreement
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 10
[CB FINANCIAL LETTERHEAD]
CHANGE OF CONTROL AGREEMENT
This CHANGE OF CONTROL AGREEMENT ("Agreement") is made effective as of the
first day of March 1995, by and between CB Financial Corporation, a Michigan
corporation having its principal place of business in Jackson, Michigan (the
"Company"), and Steven W. Seely (Executive), an individual currently residing
in Grand Rapids, Michigan, (the "Employee").
1. PAYMENT OF SEVERANCE AMOUNT. If the Employee's employment by the
Company or any subsidiary or successor of the company shall be subject to an
Involuntary Termination within the covered Period, then the Company shall pay
the Employee an amount equal to the applicable Severance Amount, payable within
15 days after the Termination Date.
2. DEFINITIONS. All the terms defined in this paragraph 2 shall have the
meanings given below throughout this Agreement.
(a) An "AFFILIATE" shall mean any entity which owns or
controls, is owned by or is under common ownership or control with, the
Company.
(b) "BASE ANNUAL SALARY" shall, as determined on the Termination
Date, be equal to the greater of:
i. the employee's annual salary excluding bonuses and special
incentive payments on the date of the earliest Change of Control to occur
during the Covered Period, or
ii. the employee's annual salary excluding bonuses and special
incentive payments on the Termination Date.
(c) "CHANGE IN DUTIES" shall mean any one or more of the
following:
i. a significant change in the nature or scope of the
Employee's authorities or duties from those applicable to him immediately prior
to the date on which a Change of Control occurs;
ii. a reduction in the Employee's Base Annual Salary from that
provided to him immediately prior to the date on which a Change of Control
occurs;
iii. a diminution in the Employee's eligibility to participate in
bonus, stock option, incentive award and other compensation plans which provide
opportunities to receive compensation from the greater of:
<PAGE> 2
--the opportunities provided by the Company (including its
subsidiaries) for executives with comparable duties; or
--the opportunities under any such plans under which he was
participating immediately prior to the date on which a Change of Control
occurs;
iv. a diminution in employee benefits (including but not
limited to medical, dental, life insurance and long-term disability plans) and
perquisites applicable to Employee, from the greater of:
--the employee benefits and perquisites provided by the Company,
(including its subsidiaries) to executives with comparable duties; or
--the employee benefits and perquisites to which he was entitled
immediately prior to the date on which a Change of Control occurs;
v. a change in the location of the Employee's principal place
of employment by the Company (including its subsidiaries) by, more than ten
miles from the location where he was principally employed immediately prior to
the date on which a Change of Control occurs; or
vi. a reasonable determination by the Board of Directors of the
Company that, as a result of a Change in Control and a change in circumstances
thereafter significantly affecting his position, he is unable to exercise the
authorities, powers, function or duties attached to his position immediately
prior to the date on which a Change of Control occurs.
(d) A "CHANGE OF CONTROL" shall be deemed to have occurred if:
i. any "person," including a "group" as determined in
accordance with the Section 13(d)(3) of the Securities Exchange Act of 1934
(the "Exchange Act"), is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 30 percent or more of the
combined voting power of the Company's then outstanding securities:
ii. as a result of, or in connection with, any tender offer or
exchange offer, merger or other business combination, sale of assets or
contested election, or any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of the Company before the
Transaction shall cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company:
iii. the Company is merged or consolidated with another
corporation and as a result of the merger or consolidation less than 70 percent
of the outstanding voting securities of the surviving or resulting corporation
shall then be owned in the aggregate by the former stockholders of the Company,
other than (x) affiliates within the meaning of the Exchange Act of (y) any
party to the merger or consolidation;
iv. a tender offer or exchange offer is made and consummated
for the ownership of securities of the Company representing 30 percent or more
of the combined voting power of the Company's then outstanding voting
securities; or
<PAGE> 3
v. the Company transfers substantially all of its assets to
another corporation which is not a wholly-owned subsidiary of the Company.
(e) "COVERED PERIOD" for the Employee shall mean a period of
time following the occurrence of a Change of Control equal to the lesser of (i)
the Employee's period of employment with the Company, any subsidiary, or any
predecessor of either prior to that Change of Control, or (ii) two years
following the occurrence of the Change of Control.
(f) "INVOLUNTARY TERMINATION" shall mean any termination which:
i. does not result from a resignation by the Employee (other
than a resignation pursuant to clause ii of this subparagraph (f); or
ii. results from a resignation following any change in Duties;
provided, however, the term "Involuntary Termination" shall not include:
x. a Termination for Cause, or
y. any termination as a result of death, disability, or normal
retirement pursuant to a retirement plan to which the Employee was subject
prior to any Change of control.
(g) "SEVERANCE AMOUNT" is equal to 2.00 times the Employee's
Base Annual Salary in the case of an Involuntary Termination.
(h) "TERMINATION FOR CAUSE" shall mean only a termination as a
result of fraud, misappropriation of or intentional material damage to the
property or business of the Company (including its subsidiaries), or commission
of a felony by the Employee.
(i) "VOTING SECURITIES" shall mean any securities which
ordinarily possess the power to vote in the election of directors without the
happening of any pre-condition or contingency.
3. GOLDEN PARACHUTE PAYMENT REDUCTION. It is the intention of the
parties that the Severance Amount payments under this Agreement shall not
constitute "excess parachute payments" within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended, and any regulations thereunder.
If the independent accountants acting as auditors for the Company on the date
of a Change of Control (or another accounting firm designated by them which
shall not include the auditors for any person or group acquiring the Company in
a Change of Control) determine that the Severance Amount payments under this
Agreement may constitute "excess parachute payments," the payments may be
reduced to the maximum amount which may be paid without the payments being
"excess parachute payments." The determination shall take into account (i)
whether the payments are "parachute payments: under Section 280G and, if so,
(ii) the amount of payments under this Agreement that constitutes reasonable
compensation under Section 280G. Nothing contained in this Agreement shall
prevent the Company after a Change of Control from agreeing to pay the Employee
compensation or benefits in excess of those provided in this Agreement.
4. MEDICAL AND DENTAL BENEFITS. If the Employee's employment by the
Company or any subsidiary or successor of the company shall be subject to an
<PAGE> 4
involuntary Termination within the Covered Period, then to the extent that the
Employee or any of the Employee's dependents may be covered under the terms of
any medical and dental plans of the Company (or any subsidiary) for active
employees immediately prior to the termination, the Company will provide the
Employee and those dependents with equivalent coverages (including the
availability of benefits in the same geographic localities and without
increasing Employee deductibles or co-payment requirements) for a period not to
exceed twenty-four months from the termination. The coverages may be procured
directly by the company (or any subsidiary, if appropriate) apart from, and
outside of the terms of the plans themselves; provided that the Employee and
the Employee's dependents comply with all of the conditions of the medical or
dental plans. In consideration for these benefits, the Employee must make
contributions equal to those required from time to time from employees for
equivalent coverages under the medical or dental plans.
5. NOTICES. Notices and all other communications under this
agreement shall be in writing and shall be deemed given when personally
delivered or when mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
If to the Company to:
CB Financial Corporation
One Jackson Square
Jackson, MI 49201
Attention: Chairman
If to the Employee to:
_____________________________________
_____________________________________
_____________________________________
or to such other address as either party may furnish to the other in writing,
except that notices of changes of address shall be effective only upon receipt.
6. APPLICABLE LAW. This contract is entered into under, and shall be
governed for all purposes by, the laws of the State of Michigan.
7. SEVERABILITY. If a court of competent jurisdiction determines that
any provision of this Agreement is invalid or unenforceable, then the
invalidity or unenforceability of that provision shall not affect the validity
or enforceability of any other provision of this Agreement and all other
provisions shall remain in full force and effect.
8. WITHHOLDING OF TAXES. Company may withhold from any benefits payable
under this Agreement all Federal, state, city or other taxes as may be required
pursuant to any law, governing regulation or ruling.
9. NOT AN EMPLOYMENT AGREEMENT. Nothing in this agreement shall give the
Employee any rights (or impose any obligations) to continued employment by the
Company or any subsidiary or successor of the Company, nor shall it give the
Company
<PAGE> 5
any rights (or impose any obligations) for the continued performance of duties
by the Employee for the Company or any subsidiary or successor of the Company.
10. NO ASSIGNMENT. The Employee's right to receive payments or benefits
under this Agreement shall not be assignable or transferable, whether by
pledge, creation of a security interest or otherwise, other than a transfer by
will or by the laws of descent or distribution. In the event of any attempted
assignment or transfer contrary to this paragraph the Company shall have no
liability to pay any amount so attempted to be assigned or transferred. This
Agreement shall insure to the benefit of and be enforceable by the Employee's
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees.
11. SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of the Company, its successors and assigns (including, without
limitation, any company into or with which the Company may merge or
consolidate). The Company agrees that it will not effect the sale or other
disposition of all or substantially all of its assets unless either (i) the
person or entity acquiring the assets or a substantial portion of the assets
shall expressly assume by an instrument in writing all duties and obligations
of the Company under this Agreement or (ii) the Company shall provide, through
the establishment of a separate reserve for the payment in full of all amounts
which are or may reasonably be expected to become payable to the Employee under
this Agreement.
12. TERM. This Agreement shall be effective as of the date first above
written and shall remain in effect for a period of five (5) years and continue
for successive two (2) year periods(s) thereafter unless the Company shall give
Employee written notice to the effect that it shall not be extended at least
thirty (30) days prior to the expiration of the initial or any extended term.
In the event of a Change of Control during the term of this Agreement, this
Agreement shall remain in effect for the Covered Period.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the day and year first written.
CB FINANCIAL CORPORATION
By________________________________
Brian D. Bell
EMPLOYEE
___________________________________
Steven W. Seely
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