UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
This Amendment No. 1 is submitted to amend the amount included as "Proceeds from
sales of mortgage loans" for the year ended December 31, 1998 in the
Consolidated Statement of Cash Flows on page 8 of Exhibit 13.1, Portions of 1998
Annual Report, filed as part of Registrant's Form 10-K for the fiscal year ended
December 31, 1998.
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1998
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: 0-10489
CENTENNIAL BANCORP
(Name of registrant as specified in its charter)
Oregon 93-0792841
(State of incorporation) (I.R.S. Employer Identification No.)
675 Oak Street
Eugene, Oregon 97401
(Address of principal executive offices)
Registrant's telephone number: (541) 342-3970
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section12(g) of the Exchange Act:
Common Stock, without 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 for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing.
$196,499,637 aggregate market value as of March 9, 1999, based on the price at
which the stock was sold.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date: 16,937,600 shares of Common
Stock on March 9, 1999.
DOCUMENTS INCORPORATED BY REFERENCE
Part I and Part II incorporate information by reference from the issuer's Annual
Report to Shareholders for the fiscal year ended December 31, 1998. Part III is
incorporated by reference from the issuer's definitive proxy statement for the
annual meeting of shareholders to be held on May 19, 1999.
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31, 1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $11,434,546 $ 9,303,363 $ 6,514,288
Adjustments to reconcile net income
to net cash provided by operating
activities:
Net gains on sales of securities
and mortgage loans (2,352,391) (1,076,784) (629,835)
Stock dividends on Federal Home
Loan Bank stock (372,600) (345,300) (325,400)
Loan loss provision 1,500,000 1,250,000 735,000
Deferred income taxes (437,882) (113,702) (310,024)
Depreciation and amortization 1,697,578 1,329,421 1,167,936
Originations of mortgage loans
held for sale (213,853,812) (111,645,075) (67,258,899)
Proceeds from sales of mortgage loans 210,152,220 110,506,192 68,853,519
Changes in assets and liabilities:
Accrued interest and
other assets (1,335,735) 302,160 (1,329,999)
Accrued interest and
other liabilities 101,196 (230,165) 1,454,091
----------- -------------------- -----------
Net cash provided by
operating activities 6,533,120 9,280,110 8,870,677
CASH FLOWS FROM INVESTING ACTIVITIES:
Securities available-for-sale:
Purchases (31,984,219) (28,385,904) (22,037,443)
Maturities 27,624,797 8,009,362 4,968,520
Proceeds from sales 11,754,232 20,463,409 6,302,328
Loan originations, net (86,333,031) (70,449,408) (78,574,452)
Purchases of premises and equipment, net (3,558,652) (2,373,818) (1,134,394)
---------- ---------- ----------
Net cash used in
investing activities (82,496,873) (72,736,359) (90,475,441)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 64,584,212 79,326,839 72,074,953
Increase (decrease) in
short-term borrowings, net 12,884,288 (4,599,800) 896,460
Proceeds from issuance of long-term debt -- -- 10,000,000
Payments on long-term debt (10,000,000) -- (37,000)
Proceeds from exercise of stock options 267,381 400,944 346,397
----------- ----------- -----------
Net cash provided by financing
activities 67,735,881 75,127,983 83,280,810
----------- ----------- -----------
Net increase (decrease) in cash and
cash equivalents (8,227,872) 11,671,734 1,676,046
Cash and cash equivalents at
beginning of year 50,069,239 38,397,505 36,721,459
----------- ----------- -----------
Cash and cash equivalents at end of year $41,841,367 $50,069,239 $38,397,505
=========== =========== ===========
</TABLE>
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to be signed on its behalf by
the undersigned thereunto duly authorized.
CENTENNIAL BANCORP
DATED: April 22, 1999 By /s/ Michael J. Nysingh
---- ------------------------------------
Michael J. Nysingh
Chief Financial Officer
