FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
[ 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
------------------------------------------
[ ] 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 0-10974
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FIRST PULASKI NATIONAL CORPORATION
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 62-1110294
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
206 South First Street, Pulaski, Tennessee 38478
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: 931-363-2585
---------------------
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 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 .
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Common Stock, $1.00 par value -- 1,542,472 Shares Outstanding as of
July 31, 2000.
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements.
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
FIRST PULASKI NATIONAL CORPORATION AND SUBSIDIARIES
June 30, December 31,
ASSETS 2000 1999
------ ------------ ------------
<S> <C> <C>
Cash and due from banks $10,110,533 $12,120,521
Federal funds sold 3,450,000 6,722,897
------------ ------------
Cash and cash equivalents 13,560,533 18,843,418
Securities available for sale 86,772,613 45,608,982
Securities held to maturity 0 29,348,246
Net loans and leases 171,743,283 171,895,733
Bank premises and equipment 7,295,604 7,128,207
Accrued interest receivable 3,700,175 3,529,106
Prepayments and other assets 3,262,344 3,030,935
Other real estate owned 364,770 99,185
------------ ------------
TOTAL ASSETS $286,699,322 $279,483,812
============ ============
LIABILITIES
-----------
Deposits
Non-interest bearing balances $35,557,366 $36,117,830
Interest bearing balances 211,575,044 202,492,439
------------ ------------
247,132,410 238,610,269
Other borrowed funds 1,755,288 1,849,090
Accrued taxes 148,691 130,687
Accrued interest on deposits 2,229,903 1,806,079
Accrued profit sharing expense 118,381 114,309
Other liabilities 568,040 301,382
------------ ------------
TOTAL LIABILITIES 251,952,713 242,811,816
------------ ------------
STOCKHOLDERS' EQUITY
--------------------
Common Stock, $1.00 par; authorized 10,000,000
shares; 1,544,455 and 1,583,961 shares issued
and outstanding, respectively 1,544,455 1,583,961
Capital Surplus 5,202,750 7,338,740
Retained Earnings 29,380,299 28,663,995
Accumulated other comprehensive income
(loss), net (1,380,895) (914,700)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 34,746,609 36,671,996
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $286,699,322 $279,483,812
============ ============
*See accompanying notes to consolidated financial statements (unaudited).
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements. (Continued)
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
FIRST PULASKI NATIONAL CORPORATION AND SUBSIDIARIES
For Three Months Ended For Six Months Ended
June 30, June 30,
---------------------- ----------------------
2000 1999 2000 1999
---- ---- ---- ----
INTEREST INCOME:
<S> <C> <C> <C> <C>
Loans, including fees $4,435,046 $4,294,684 $8,875,730 $8,518,026
Investment securities 1,306,611 1,205,925 2,466,830 2,243,067
Federal funds sold 115,952 133,341 220,145 322,088
---------- ---------- ---------- ----------
5,857,609 5,633,950 11,562,705 11,083,181
INTEREST EXPENSE:
Interest on deposits:
NOW accounts 102,433 104,942 209,954 208,671
Savings and MMDA 182,359 194,129 367,725 376,247
Time 2,330,590 1,942,899 4,426,344 3,908,143
Borrowed funds 29,049 31,915 58,832 64,519
---------- ---------- ---------- ----------
2,644,431 2,273,885 5,062,855 4,557,580
---------- ---------- ---------- ----------
NET INTEREST INCOME BEFORE
PROVISION FOR CREDIT LOSSES 3,213,178 3,360,065 6,499,850 6,525,601
Provision for credit losses 20,565 165,040 179,489 329,328
---------- ---------- ---------- ----------
NET INTEREST INCOME AFTER
PROVISION FOR CREDIT LOSSES 3,192,613 3,195,025 6,320,361 6,196,273
---------- ---------- ---------- ----------
OTHER INCOME:
Service charges on
deposit accounts 580,198 429,205 1,058,045 846,723
Other service
charges and fees 88,419 93,539 182,131 182,165
Security gains(losses) 4,502 0 (16,641) 0
Other 37,318 167,107 95,837 199,399
---------- ---------- ---------- ----------
710,437 689,851 1,319,372 1,228,287
---------- ---------- ---------- ----------
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements. (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
FIRST PULASKI NATIONAL CORPORATION AND SUBSIDIARIES
For Three Months Ended For Six Months Ended
June 30, June 30,
----------------------- ----------------------
2000 1999 2000 1999
---- ---- ---- ----
OTHER EXPENSES:
Salaries and
employee benefits 1,233,813 1,088,079 2,396,223 2,212,652
Occupancy, net 267,694 237,861 504,061 445,556
Furniture and equipment 169,914 170,985 327,072 335,053
Advertising and
public relations 140,559 127,336 262,343 220,386
Other operating 723,046 724,474 1,208,481 1,436,093
---------- ---------- ---------- ----------
2,535,026 2,348,735 4,698,180 4,649,740
---------- ---------- ---------- ----------
Income before income taxes $1,368,024 $1,536,141 $2,941,553 $2,774,820
Applicable income taxes 399,666 490,627 945,666 909,744
---------- ---------- ---------- ----------
NET INCOME $968,358 $1,045,514 $1,995,887 $1,865,076
========== ========== ========== ==========
PER SHARE DATA:
Net income per share
Basic $0.63 $0.66 $1.28 $1.18
Diluted $0.62 $0.66 $1.27 $1.18
Dividends per share $0.41 $0.41 $0.82 $0.82
Number of average
shares for period 1,546,579 1,574,666 1,562,205 1,574,326
========== ========== ========== ==========
</TABLE>
*See accompanying notes to consolidated financial statements (unaudited).
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements. (Continued)
<TABLE>
<CAPTION>
STATEMENT OF STOCKHOLDER'S EQUITY
FIRST PULASKI NATIONAL CORPORATION AND SUBSIDIARIES (UNAUDITED)
For the Six Months Ended June 30, 2000
Unrealized
Gains/<Losses>
Common Capital Retained Treasury on Securities Total
Stock Surplus Earnings Stock Net of Taxes
-------- -------- --------- -------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1999 $1,583,961 $7,338,740 $28,663,995 ($914,700) $ 36,671,996
Comprehensive Income:
Net Income 1,995,887
Change in unrealized
gains (losses) on AFS
securities, net of
tax of $13,336 (477,178)
Less reclassification
adjustment, net of
deferred income tax
benefit of $5,658 10,983
Comprehensive Income 1,529,692
Cash Dividends
($0.82 per share) (1,279,583) (1,279,583)
Common Stock Issued 3,750 116,350 49,000 169,100
Payments to repurchase
stock (43,256) (2,252,340) (49,000) (2,344,596)
---------- ---------- ----------- -------- ---------- ----------
Balance,
June 30, 2000 $1,544,455 $5,202,750 $29,380,299 0 ($1,380,895) 34,746,609
========== ========== =========== ======== =========== ===========
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements. (Continued)
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
FIRST PULASKI NATIONAL CORPORATION AND SUBSIDIAIES (UNAUDITED)
For Six Months Ended
June 30,
2000 1999
---- ----
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $1,995,887 $1,865,076
Adjustments to reconcile Net Income to
Net Cash provided by Operating Activities:
Provision for loan losses 179,489 329,328
Depreciation of premises and equipment 387,472 351,809
Amortization and accretion of investment
Securities, net 56,059 71,924
Deferred income tax expense (benefit) 62,761 (62,029)
(Gains) losses from sale of other assets (25,883) (2,806)
(Gains) losses from sale of investment securities 16,641 0
Increase in interest receivable (171,148) (227,614)
(Increase) decrease in prepayments/other (104,205) 810,349
Decrease in accrued interest payable 423,824 (11,014)
Increase in accrued taxes 18,004 94,019
Increase (decrease) in other liabilities 270,729 (69,261)
------------ ------------
Net cash from Operating Activities 3,109,630 3,149,781
Cash Flows from Investing Activities:
Proceeds from maturity of investment securities 3,859,590 11,852,123
Proceeds from sale of investment securities 5,187,374 0
Purchase of investment securities (21,641,405) (28,201,580)
Net increase in loans (358,088) (3,112,880)
Capital expenditures (564,666) (209,174)
Proceeds from sale of other assets 151,419 125,511
------------ ------------
Net cash used by Investing Activities (13,365,776) (19,546,000)
Cash flows from Financing Activities:
Net increase in deposits 8,522,141 7,091,431
Cash dividends paid (1,279,583) (1,291,410)
Proceeds from issuance of common stock 170,100 69,689
Borrowings repaid (93,802) (88,116)
Common stock repurchased (2,345,595) 0
------------ -----------
Net cash from Financing Activities 4,973,261 5,781,594
Net increase in cash and cash equivalents (5,282,885) (10,614,625)
Cash and cash equivalents at beginning of period 18,843,418 22,397,143
------------ -----------
Cash and Cash Equivalents at end of period $13,560,533 $11,782,518
============ ===========
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements. (Continued)
Note to Consolidated Financial Statements
The interim financial statements furnished under this item reflect all
adjustments which are, in the opinion of management, necessary for a fair
presentation of the results of operations for the interim periods presented.
All such adjustments are of a normal recurring nature. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting procedures have been condensed or
omitted, as allowed under rules and regulations of the Securities and Exchange
Commission for interim period presentation. The results for interim periods
are not necessarily indicative of results to be expected for the complete
fiscal year.
Item 2. Management's Discussion and Analysis of Financial Condition
and Result of Operations.
The following analysis should be read in conjunction with the financial
statements set forth in Part I, Item 1, immediately preceding this section.
Reference is made to the report of the registrant on Form 10-K for the
year ending December 31, 1999, which report was filed with the Securities and
Exchange Commission on or about March 30, 2000.
This Form 10-Q contains certain forward-looking statements regarding,
among other things, the anticipated financial and operating results of the
registrant. Investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition
and Result of Operations. (Continued)
registrant undertakes no obligation to publicly release any modifications or
revisions of these statements to reflect events or circumstances occurring
after the day hereof, or to reflect the occurrence of unanticipated events.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the registrant cautions investors that future
financial and operating results may differ materially from those projected in
forward-looking statements made by, or on behalf of, the registrant. Such
forward-looking statements involve known and unknown risks and uncertainties,
including, but not limited to, adverse changes in interest rates, bad debt of a
material amount, and loss of key personnel. These risks and uncertainties may
cause the actual results or performance of the registrant to be materially
different from any future results or performance expressed or implied by such
forward-looking statements.
(a) Results of Operations
Net income of the registrant was $1,995,887 in the first six months of
2000. This amounted to an increase of $130,811, or 7.0 percent, compared to
the first six months of 1999. For the three-month period ended June 30, 2000,
net income decreased $77,156, or 7.4 percent, as compared to the three months
ended June 30, 1999. Net income was higher for the first six months of 2000 as
compared to the same period last year largely due to an approximately $91,000
increase in non-interest income attributable to an increase in other service
charges on deposit accounts. The decrease in the second quarter 2000 net
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition
and Result of Operations. (Continued)
income resulted primarily from an approximately $186,000 increase in other
operating expenses (see below) offset by an approximately $91,000 decrease in
income taxes paid.
Net interest income, the largest component of net income for the
registrant, is the difference between income earned on loans and investments
and interest paid on deposits and other sources of funds. Net interest
income, exclusive of the provision for credit losses, of the registrant for
the six-month period ending June 30, 2000 decreased by $25,751, or 0.4 percent,
as compared to the same period in 1999. The decline was mainly due to an
increase in interest expense on time deposits that was partially offset by an
increase in interest and fees on loans and interest on investment securities.
For the three-month period ended June 30, 2000, net interest income decreased
by $146,887, or 4.4% as compared to the three months ended June 30, 1999.
Interest expense on time deposits increased approximately $388,000 for the
second quarter of 2000. The increase in interest expense was partially offset
by an increase in interest income of approximately $224,000 during the second
quarter of 2000 as compared to the same period last year.
Total other expenses increased $48,440, or 1.0 percent, for the six months
ending June 30, 2000 as compared to same period last year. For the three
months ended June 30, 2000, the increase in other expenses over last year was
$186,291, or 7.9 percent. The increases over both periods were largely due to
increased expenses related to salaries and employee benefits and increased
occupancy expenses.
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition
and Result of Operations. (Continued)
The provision for credit losses for the six months ended June 30, 2000,
decreased $149,839, or 45.5 percent, over the same period in 1999. For the
three month period ended June 30, 2000, the decrease in the provision was
$144,475, or 87.5 percent compared to the same three months in 1999.
Income before taxes increased by $166,733, or 6.0 percent, for the first six
months of 2000 as compared to the same period from the prior year. For the
three month period, income before taxes decreased $168,117, or 10.9%, as
compared to the second quarter in 1999. Applicable income taxes increased
$35,922, or 3.9 percent for the six month period ending June 30, 2000 and
decreased $90,961, or 18.6% for the three month period as compared to the same
periods in 1999.
On a per share basis, net income was $1.28 per share based on 1,562,205
shares for the first six months of 2000 as compared to $1.18 per share on
1,574,326 shares for the first six months of 1999.
(b) Financial Condition
The registrant's total assets increased 2.6% to $286,699,322 during the
six months ending June 30, 2000, from $279,483,812 at December 31, 1999.
Loans and leases, net of allowance for credit losses, totaled $171,743,283 at
June 30, 2000, a 0.1 % decrease compared to $171,895,733 at December 31,
1999. Securities increased $11,815,385, or 15.8%, to $86,772,613 at
June 30, 2000, from $74,957,228 at year-end 1999. The unrealized loss on
securities of $1,380,895 at June 30, 2000 is a result of the interest rate
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition
and Result of Operations. (Continued)
risk in the market. As of this date, the market has since led to a slight
decrease in the unrealized loss on the registrant's securities portfolio.
Federal funds sold decreased $3,272,897 to $3,450,000 at June 30, 2000, from
$6,722,897 at December 31, 1999.
Total liabilities increased by 3.7% to $251,952,713 for the six months
ended June 30, 2000, compared to $242,811,816 at December 31, 1999. This
increase was composed primarily of a $9,082,605 increase in interest bearing
deposits (a 4.5% increase).
Non-performing assets decreased 54.4% to 1,543.4 thousand for the six
months ended June 30, 2000 compared to $3,388.1 thousand at December 31, 1999.
Non-performing assets at December 31, 1999 included $99.2 thousand
in other real estate owned, $3,262.2 thousand in non-accrual loans, and $26.7
thousand in loans past due ninety days or more as to interest or principal
payment. Additionally, there were no restructured loans at year-end. At June
30, 2000, the corresponding figures were $364.8 thousand in other real estate
owned, $984.4 thousand in non-accrual loans, $194.2 thousand in loans past due
ninety days or more, and no loans restructured.
The registrant has computed allowances for credit losses which
management believes to be sufficient. The allowance for loan losses has
decreased $77.3 thousand since December 31, 1999. The total allowance for
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition
and Result of Operations. (Continued)
loan losses was $2,761.2 thousand as of June 30, 2000 and is deemed sufficient
by management to cover potential losses in the loan portfolio.
(c) Liquidity
Liquidity is the ability to fund increases in loan demand or to
compensate for decreases in deposits and other sources of funds, or both.
Maintenance of adequate liquidity is an essential component of the financial
planning process. The objective of asset/liability management is to provide
an optimum balance of liquidity and earnings. The registrant seeks to
generate adequate cash flows to meet its needs without sacrificing income or
taking undue risks. Cash and cash equivalents decreased $5,282.9 thousand as
of the end of the second quarter in 2000 primarily due to management's
decision to shift federal funds into the registrant's investment portfolio.
Marketable investment securities, particularly those of short maturities,
are the principal source of asset liquidity. Securities maturing in one year
or less amounted to $8,825,189 at June 30, 2000, representing 10.0 percent of
the registrant's investment portfolio as compared to 22.3 percent one year
earlier. These securities may be sold in response to changes in interest
rates, changes in prepayment risk, the need to increase regulatory capital, or
asset/liability strategy. Management classifies the entire investment
portfolio in the available-for-sale category and reports these securities at
fair value. Management does not anticipate the sale of a material amount of
investment securities in the foreseeable future.
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition
and Result of Operations. (Continued)
Other sources of liquidity include maturing loans and federal funds
sold.
The registrant knows of no unusual demands, commitments, or events
which could adversely impact the liquidity of the registrant.
(d) Capital Adequacy
The Federal Reserve Board, the Office of the Comptroller of the Currency
and the FDIC have established risk-based capital guidelines for U.S. banking
organizations. These guidelines provide a uniform capital framework that is
sensitive to differences in risk profiles among banks.
Under these guidelines, total capital consists of Tier I capital (core
capital, primarily stockholders' equity) and Tier II capital (supplementary
capital, including certain qualifying debt instrument and credit loss
reserve). Assets are assigned risk weights ranging from 0 to 100 percent
depending on the level of credit risk normally associated with such assets.
Off-balance sheet items (such as commitments to make loans) are also
included in assets through the use of conversion factors established by
regulators and are assigned risk weights in the same manner as on-balance
sheet items. Banking institutions are expected to maintain a Tier I capital
to risk-weighted assets ratio of at least 4.00 percent, a total capital
(Tier I plus Tier II) to total risk-weighted assets ratio of at least 8.00
percent, and a Tier I capital to total assets ratio (leverage ratio) of at
least 3.00 percent. The following table sets out the appropriate regulatory
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition
and Result of Operations. (Continued)
standards as well as the Company's actual ratios at June 30, 2000 and
December 31, 1999.
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
(in thousands of dollars)
<S> <C> <C>
Tier I Capital to Risk-Weighted Assets:
Tier I capital 35,875 37,614
Risk-weighted assets 210,720 203,379
Tier I capital to risk-weighted assets 17.02% 18.49%
Regulatory requirement 4.00% 4.00%
Total Capital to Risk-Weighted Assets:
Total capital (Tier I plus Tier II) 38,511 40,160
Risk-weighted assets 210,720 203,379
Total capital to risk-weighted assets 18.28% 19.75%
Regulatory requirement 8.00% 8.00%
Tier I Capital to Total Assets (Leverage Ratio)
Tier I capital 35,875 37,614
Total assets 286,699 279,483
Tier I capital to total assets 12.51% 13.46%
Regulatory requirement 3.00% 3.00%
Item 3. Quantitative and Qualitative Disclosures About Market Risks.
The registrant's primary component of market risks is interest rate
volatility. Fluctuations in interest rates will ultimately impact both the
level of income and expense recorded on a large portion of the registrant's
assets and liabilities, and the market value of all interest-earning assets
and interest-bearing liabilities, other than those which possess a short term
to maturity. Based upon the nature of the registrant's operations, the
registrant is not subject to foreign currency exchange or commodity price
risk.
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 3. Quantitative and Qualitative Disclosures About Market Risks.
(continued)
Interest rate risk management focuses on the earnings risk associated
with changing interest rates. Management seeks to maintain profitability in
both immediate and long term earnings through funds management and interest
rate risk management. The registrant's rate sensitive position has an
important impact on earnings. Management of the registrant meets regularly to
analyze the rate sensitivity position, focusing on the spread between the cost
of funds and interest yields generated primarily through loans and investments.
There have been no material changes in reported market risks during the
six months ended June 30, 2000.
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings.
The registrant and its subsidiaries are involved, from time to time, in
ordinary routine litigation incidental to the banking business. Neither the
registrant nor its subsidiaries is involved in any material pending legal
proceedings, except as follows:
As discussed in the Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 2000, AmSouth Bank served a complaint on the regis-
trant's wholly-owned subsidiary, First National Bank of Pulaski (the "Bank"),
Robert M. Curry, Deborah C. Curry, John T. Curry, Carroll M. Curry, Johnnie M.
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings. (continued)
Curry, C & C Parnership, Curry Farms, Curry Brothers and Susan R. Limor,
Chapter 7 Trustee for Robert M. Curry in April 1999. The complaint sought to
recover a judgement on various promissory notes executed by some or all members
of the named Curry parties. The complaint also alleged that the Bank engaged
in tortious misconduct in its dealings with the Curry family and breached
certain presentment and transfer warranties pursuant to the Uniform Commercial
Code in connection with the negotiation and transfer of several loan proceed
checks. In addition, AmSouth sought to equitably subordinate any and all
claims of the Bank against Robert M. Curry and his bankruptcy estate and to
subordinate any liens or security interests held by the Bank in connection with
claims against Robert M. Curry. The Bank filed an answer vigorously contesting
the allegations asserted by AmSouth Bank. AmSouth Bank, the Company and the
other defendants executed a written settlement agreement (the "Settlement
Agreement") resolving all claims in this litigation, one against the other.
Pursuant to the terms of the Settlement Agreement, the Bank purchased shares of
stock held by AmSouth Bank as collateral. Under the terms of the Settlement
Agreement, the Bank paid AmSouth Bank nothing other than the purchase price for
the stock held by AmSouth as collateral. As part of the settlement, AmSouth
agreed to submit a motion asking that the litigation be dismissed. The Court
issued an order dismissing the case as to the parties on April 12, 2000.
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of stockholders on April 27, 2000, there were
12,959 shares voted in person and 1,115,249 voted by proxy, for a total of
1,128,208 shares represented. The number of shares required for a quorum was
788,240. Of the 1,128,208 shares voted in the election of directors, the
number of shares for, against and abstaining were as follows:
For Against Abstaining
--------- --------- ----------
David Bagley 1,043,613 77,576 6,802
Johnny Bevill 1,040,453 80,736 6,802
James K.Blackburn,IV 1,107,399 13,790 6,802
Wade D. Boggs 1,043,613 77,576 6,802
James H. Butler 1,043,613 77,576 6,802
Thomas L. Cardin 1,039,673 81,516 6,802
Joyce F. Chaffin 1,040,573 80,616 6,802
James T. Cox 1,120,274 915 6,802
Parmenas Cox 1,121,039 150 6,802
Gregory G. Dugger 1,043,493 77,696 6,802
Charles D. Haney 1,041,993 79,196 6,802
Morris Ed Harwell 1,043,538 77,651 6,802
James Rand Hayes 1,043,613 77,576 6,802
William A. McNairy 1,043,613 77,576 6,802
William H. Murrey 1,040,378 80,811 6,802
Bill Yancey 1,110,439 10,750 6,802
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders (Continued)
On the basis of these figures, the above named directors were declared duly
elected.
Also brought to a vote was the ratification of the selection of Putman
and Hancock, Certified Public Accountants, as external auditors for the
ensuing year. Of the 1,128,208 shares represented by proxy, there were
1,117,609 shares for, 8,667 shares against and 1,715 shares abstaining. On
the basis of these figures, the selection of Putman and Hancock, Certified
Public Accountants was declared ratified.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 11 Statement of Computation of Per Share Earnings
Exhibit 27 Financial Data Schedule (for SEC use only) - This
schedule contains summary financial information
extracted from the consolidated financial statements of
the Company at June 30, 2000(unaudited) and is
qualified in its entirety by reference to such financial
statements as set forth in the Company's quarterly
report on Form 10-Q for the period ending June 30, 2000.
(b) No current reports on Form 8-K have been filed during the second
quarter of 2000.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly
authorized.
FIRST PULASKI NATIONAL CORPORATION
Date: August 14, 2000 /s/ James T. Cox
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James T. Cox, President and Chief
Executive Officer
Date: August 14, 2000 /s/ Harold Bass
---------------- ---------------------------------------
Harold Bass, Secretary/Treasurer
(The registrant's Principal Financial
Officer and Principal Accounting
Officer)
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INDEX TO EXHIBITS FOR THE FIRST PULASKI NATIONAL CORPORATION
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FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
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(11) Statement regarding computation of per share earnings
(27) Financial Data Schedules
EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS OF
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FIRST PULASKI NATIONAL CORPORATION
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Computation of per share earnings relative to the common capital
stock of First Pulaski National Corporation is calculated by dividing
the net income of the registrant by the weighted average of the then
outstanding shares of common capital stock ($1.00 par value) during
the quarter.
For the quarter ended June 30, 2000, 1,546,579 shares were used
in the computation; 1,574,666 shares were used in the computation for
the quarter ended June 30, 1999.
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