<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarter ended June 30, 1995
--------------------------------------
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transitions period from_________to______________
COMMISSION FILE NUMBER 2-79912
HARBOR BANCORP
----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
California 95-3764395
---------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11 Golden Shore
Long Beach, CA 90802
----------------------------------------------------------------
(Address of principal executive offices)
(310) 491-1111
----------------------------------------------------------------
(Issuer's telephone number)
Not applicable
----------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter periods 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
---------- ----------
Check whether the registrant has filed all documents and reports required to
be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934
after the distribution of securities under a plan confirmed by a court.
Yes No Other N/A
--------- ----------- --------
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practical date.
Common stock, no par value - 1,348,021 shares as of August 5, 1995
----------------------------------------------------------------------
<PAGE>
HARBOR BANCORP AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets - June 30,
1995 and December 31, 1994
Condensed consolidated statements of income - three
months ended June 30, 1995 and 1994; and six months
ended June 30, 1995 and 1994
Condensed consolidated statements of cash flows -
six months ended June 30, 1995 and 1994
Notes to condensed consolidated financial statements -
June 30, 1995
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
ITEM 2. Changes in Securities
ITEM 3. Defaults Upon Service Securities
ITEM 4. Submission of Matter to a Vote of Security Holders
ITEM 5. Other Information
ITEM 6. Exhibits and Reports on Form 8-K
PART III. SIGNATURES
1
<PAGE>
ITEM I: FINANCIAL INFORMATION
HARBOR BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1995 1994
(000's omitted)
---------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 18,702 $ 16,377
Federal funds sold and securities
purchased under resale agreements 21,650 5,000
------- -------
Cash and cash equivalents 40,352 21,377
Time certificates of deposit 495 495
Investment securities (market value
of $11,456,181 in 1995 and $9,147,270
in 1994) 11,454 9,673
Available for sale securities 16,768 25,146
Loans 119,242 114,850
Less allowance for
loan losses 3,004 3,224
------- -------
Net loans 116,238 111,626
Bank premises and equipment:
Land 159 159
Buildings and improvements 4,013 4,008
Furniture, fixtures and equipment 3,044 3,014
------- -------
7,216 7,181
Less accumulated depreciation
and amortization 5,552 5,385
------- -------
1,664 1,796
Other real estate owned 1,338 2,814
Accrued interest receivable 1,045 972
Other assets 2,283 2,566
------- -------
Total assets $191,637 $176,465
------- -------
------- -------
</TABLE>
2
<PAGE>
HARBOR BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Continued)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1995 1994
(000's omitted)
----------------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Interest bearing $ 91,598 $ 89,963
Noninterest bearing 84,986 72,149
------- -------
Total deposits 176,584 162,112
Accrued expenses and other liabilities 1,101 1,218
------- -------
Total liabilities 177,685 163,330
Commitments and contingencies -- --
Stockholders' equity:
Common stock, no par value; 5,000,000
shares authorized; issued and out-
standing, 1,348,021 shares in 1995
and 1,348,021 shares in 1994 13,258 13,258
Retained earnings 784 143
Net unrealized security losses (90) (266)
------- -------
Total stockholders'equity 13,952 13,135
------- -------
Total liabilities and
stockholders' equity $191,637 $176,465
------- -------
------- -------
</TABLE>
See notes to unaudited consolidated financial statements.
3
<PAGE>
HARBOR BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
(000's omitted, except per share data)
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $ 5,490 $ 5,206 $ 2,766 $ 2,537
Interest on U.S. government
and agency obligations 925 544 447 245
Interest on obligations of
states and political
subdivisions 10 11 5 5
Interest on other investments 46 44 35 22
Interest on federal funds sold
and securities purchased under
agreements to resale 195 162 123 55
------ ------ ------ ------
Total interest income 6,666 5,967 3,376 2,864
Interest expense:
Interest on deposits 1,232 900 622 446
Interest on borrowed funds 41 44 5 25
------ ------ ------ ------
Total interest expense 1,273 944 627 471
Net interest income 5,393 5,023 2,749 2,393
Provision for loan
losses 50 0 25 0
Net interest income after
provision for loan
losses 5,343 5,023 2,724 2,393
Other operating income:
Service charges on deposit
accounts 432 464 216 234
Loan servicing fees and other
fees and charges 81 129 42 44
Gain on sale of securities 54 (1) 53 (1)
------ ------ ------ ------
Total other operating
income 567 592 311 277
</TABLE>
(Continued)
4
<PAGE>
HARBOR BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Continued)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
(000's omitted, except per share data)
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Noninterest expense:
Salaries, wages and employee
benefits 1,728 1,652 870 806
Occupancy expenses 1,057 960 535 448
Equipment expenses 154 167 73 84
Data processing expenses 305 300 155 129
Other operating expenses 1,591 1,772 804 861
------ ------ ------ ------
Total noninterest
expense 4,835 4,851 2,437 2,328
------ ------ ------ ------
Income before taxes based on
income 1,075 764 598 342
Provision for taxes based
on income 434 331 255 142
------ ------ ------ ------
Net income $ 641 $ 433 $ 343 $ 200
------ ------ ------ ------
------ ------ ------ ------
Earnings per share $ 0.48 $ 0.32 $ 0.25 $ 0.15
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
See notes to unaudited consolidated financial statements.
5
<PAGE>
HARBOR BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
(000'S OMITTED)
1995 1994
---- ----
<S> <C> <C>
Operating activities:
Net income $ 641 $ 433
Adjustments to reconcile net
income to net cash provided
by operating activities:
Provision for depreciation and
amortization 252 274
Provision for loan
losses 50 0
(Increase) decrease in
interest receivable (73) 104
(Decrease) in interest
payable (7) (5)
Other (250) (622)
------ ------
Net cash provided by operating
activities 613 184
Investing activities:
Proceeds from maturities, sales
and calls of investment
securities 14,101 41,262
Purchases of investment securities (6,991) (14,824)
Net increase in short-
term securities 0 99
Net (increase) decrease in loans (4,662) 2,885
Capital expenditures (34) (181)
Other real estate 1,476 (521)
------ ------
Net cash used in
investing activities 3,890 28,720
</TABLE>
(Continued)
6
<PAGE>
HARBOR BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
(000's omitted)
1995 1994
---- ----
<S> <C> <C>
Financing activities:
Net increase in commercial
and other demand deposits, savings
and money market deposits and
certificates of deposit 14,472 (17,352)
------ ------
Net cash provided by
financing activities 14,472 (17,352)
Increase in cash
and cash equivalents 18,975 11,552
Cash and cash equivalents at
beginning of period 21,377 21,872
------ ------
Cash and cash equivalents at
end of period $40,352 $33,424
====== ======
</TABLE>
See notes to unaudited consolidated financial statements.
7
<PAGE>
HARBOR BANCORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating
results for the six month period ended June 30, 1995 are not
necessarily indicative of the results that may be expected for the
year ending December 31, 1995.
Certain reclassifications have been made in the 1994 financial
statements to conform to the presentations used in 1995.
The balance sheet on December 31, 1994 has been derived from the
audited financial statements at that date. The accompanying notes
are an integral part of these financial statements.
PRINCIPLES OF CONSOLIDATION
Harbor Bancorp ("HB") was formed on July 23, 1982. The unaudited
condensed consolidated financial statements include all the accounts
of HB and its wholly-owned subsidiaries, Harbor Bank and Harbor Bank
Properties. All intercompany accounts and transactions have been
eliminated.
INVESTMENT SECURITIES
The Company adopted Statement of Financial Accounting Standard No.
115 "Accounting for Certain Investments in Debt and Equity
Securities" as of January 1, 1994.
8
<PAGE>
Investment securities are securities which the Company has the
ability and intent to hold until maturity. Accordingly, these
securities are stated at cost adjusted for amortization of premiums
and accretion of discounts. Unrealized gains and losses are not
reported in the financial statements until realized or until a
decline in fair value below cost is deemed to be other than
temporary.
Available for sale securities include debt securities and mutual
funds. These securities are stated at fair value with unrealized
gains and losses reflected as a component of stockholders' equity,
net of income taxes. Gains and losses are determined on the
specific identification method. Any decline in the fair value of
the investments which is deemed to be other than temporary is
charged against current earnings.
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses represents management's recognition of
the quality of the loan portfolio. The allowance is maintained at a
level considered to be adequate for potential loan losses based on
management's assessment of various factors affecting the loan
portfolio, which includes a review of problem loans, business
conditions and the overall quality of the loan portfolio.
The allowance is increased by the provision for loan losses charged
to operations and reduced by loans charged off to the allowance, net
of recoveries.
OTHER REAL ESTATE
Other real estate ("ORE) is stated at the lower of cost or fair
market value, net of estimated selling costs.
BANK PREMISES AND EQUIPMENT
Bank premises and equipment are stated at cost, less accumulated
depreciation and amortization. Depreciation and amortization are
computed using the straight-line method over the estimated useful
lives of the related assets which range from 10 to 30 years for
buildings and improvement and 3 to 10 years for furniture, fixtures
and equipment.
EARNINGS PER SHARE
Earnings per share was computed by dividing net income by the
weighted average number of common stock and common stock equivalents
(stock options) outstanding during each period. The number of
shares used in the per share calculations for the periods ended June
30, 1995 and 1994 were 1,348,021 and 1,348,021 respectively.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Harbor Bancorp's ("Company") performance during the first six months
of 1995 shows continued improvement which is supported by
improvement in the local and national economic environment. The
purpose of the following discussion is to focus on the above
mentioned performance improvements and other information about the
Company's financial condition and results of operations which is not
otherwise apparent from the consolidated financial statements
included in this quarterly report. Reference should be made to
those statements and the condensed financial data presented herein
for an understanding of the following discussion and analysis.
FINANCIAL CONDITION
Since December 31, 1994, the Company has experienced an increase in
loan volume and cash and cash equivalents which has resulted in
total assets of the Company increasing from $176,465,000 at December
31, 1994 to $191,637,000 at June 30, 1995. This increase of
$15,172,000, or 8.6%, in total assets occurred primarily in cash and
cash equivalents and loans. Cash and cash equivalents which
increased $18,975,000, or 88.76%, from $21,377,000 at December 31,
1994 to $40,352,000 at June 30, 1995, has been offset with a
corresponding decrease in total investment and available for sale
securities. Investment securities and available for sale securities
decreased $6,597,000 from $34,819,000 at December 31, 1994 to
$28,222,000 at June 30, 1995. Generally, the net increase in
liquidity is the result of seasonal and economically-generated
fluctuations in escrow and title company demand account balances and
growth in core deposits. Loans increased $4,392,000, or 3.82%, from
$114,850,000 at December 31, 1994 to $119,242,000 at June 30, 1995.
The increase in loan volume continues to be moderate as a result of
the Company's decision to maintain a conservative posture with
respect to lending in view of the current economic environment.
Effective January 1, 1994, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities". As of June 30,
1995, the bank had $16,768,000 in securities classified as available
for sale.
Substantially all of the Company's deposits are local, core
deposits. The Company does not have any out-of-area brokered
deposits included in the deposit base. Total deposits increased
$14,472,000, or 8.93%,
10
<PAGE>
for the first six months of 1995. The primary component of this increase is
noninterest bearing deposits which increased $12,837,000 or 17.8%, from
$72,149,000 at December 31, 1994 to $84,986,000 at June 30, 1995.
As a result of the Federal Deposit Insurance Corporation examination
at December 31, 1993, the Bank and the Federal Deposit Insurance
Corporation executed a Memorandum of Understanding ("FDIC
Memorandum") dated August 3, 1994. In accordance with the terms of
the FDIC Memorandum, the Bank has agreed to take certain actions
including the following: maintaining capital requirements; reducing
classified assets in accordance with the reduction schedule; revise,
adopt and implement policy and procedures; and review and maintain
an adequate allowance for loan losses.
The Bank believes it is currently in compliance with the FDIC
Memorandum.
LIQUIDITY AND INTEREST RATE SENSITIVITY MANAGEMENT
The primary functions of asset/liability management are to assure
adequate liquidity and maintain an appropriate balance between
interest sensitive earning assets and interest bearing liabilities.
Liquidity management involves the ability to meet the cash flow
requirements of customers who may be either depositors wanting to
withdraw funds or borrowers who may need assurance that sufficient
funds will be available to meet their credit needs. Interest rate
sensitivity management seeks to avoid fluctuating interest margins
and to enhance consistent growth of net interest income through
periods of changing interest rates.
Historically, the overall liquidity of the Company has been enhanced
by a significant aggregate amount of core deposits. As described in
the analysis of financial condition, the Bank has not relied on
large-denomination time deposits.
To meet short-term liquidity needs, the Bank has maintained adequate
balances in federal funds sold, certificates of deposits with other
financial institutions and investment securities having maturities
of five years or less.
Liquid assets (cash, federal funds sold and securities purchased
under agreements to resale, deposits in other financial institutions
and investment securities) as a percent of total deposits are 39%
and 35% as of June 30, 1995 and December 31, 1994, respectively.
The Bank's goal is to maintain federal funds sold at a level of at
least $5 to $7 million on average with minimum daily investments
monitored closely.
11
<PAGE>
Interest rate sensitivity varies with different types of
interest-earning assets and interest-bearing liabilities. Harbor
Bank intends to maintain interest-earning assets, comprised
primarily of both loans and investments, and interest-bearing
liabilities, comprised primarily of deposits, maturing or repricing
evenly in order to eliminate any impact from interest rate changes.
In this way, both assets and liabilities can be substantially
repriced simultaneously with interest rate changes.
The impact of inflation on a financial institution differs
significantly from that exerted on an industrial concern, primarily
because its assets and liabilities consist primarily of monetary
items. The relatively low proportion of the Company's fixed assets
to total assets reduces both the potential of inflated earnings
resulting from understated depreciation charges and the potential of
significant understatement of absolute asset values. However,
inflation does have a considerable indirect impact on banks,
including increased loan demand, as it becomes necessary for
producers and consumers to acquire additional funds to maintain the
same levels of production, consumption and new investments.
Inflation also frequently results in high interest rates which can
affect both yields on earning assets and rates paid on deposits and
other interest-bearing liabilities. The Company monitors inflation
rates to insure that ongoing programs are compatible with
fluctuations in inflation and resultant changes in interest rates.
RESULTS OF OPERATIONS
The Company reported net income of $641,000, or $0.48 per share, for
the six months ended June 30, 1995, compared to net income of
$433,000, or $0.32 per share, for the same period in 1994. For the
three months ended June 30, 1995, the Company generated net income
of $343,000, or $0.25 per share, compared to $200,000, or $0.15 per
share, for the three months ended June 30, 1994.
Net interest income is an effective measurement of how well
Management has balanced the Company's interest rate sensitive assets
and liabilities as well as optimizing the allocation of resources.
Net interest income of $5,393,000 for the six months ended June 30,
1995, reflects an increase of $370,000, or 7.37%, from $5,023,000
for the same period of 1994. Net interest income of $2,749,000 for
the second quarter in 1995 reflects an increase of $356,000, or
14.88%, from $2,393,000 for the same quarter in 1994. Rising
interest rates and increased net interests earning assets are the
primary reasons for the improvement in net interest income.
The Company made $50,000 in provision for loan losses during the
first six months of 1995 compared to no provision for the six months
ended June 30, 1994. The Company made a moderate provision in the
first two
12
<PAGE>
quarters of 1995 because of the current balance in the
allowance for loan and lease losses and the improvement in the
quality of the loan portfolio.
During the first six months of 1995, the Company maintained a strict
focus on controlling noninterest expense. The focus on noninterest
expense control began with a corporate commitment in 1989 and,
today, the commitment continues to be emphasized and enforced. As a
result of this continued effort, total noninterest expense cate-
gories of salaries, wages and employee benefits, occupancy expense,
equipment expense and data processing expense increased $165,000, or
5.35%, during the six months ended June 30, 1995 over the same
period in 1994. Other operating expense decreased $181,000 during
the six months ended June 30, 1995 compared to the same period in
1994 with most of the decrease in the area of legal and professional
fees and FDIC insurance premiums.
RISK ELEMENTS
The policy of Harbor Bank is that all loans that are past due for
ninety (90) days must be placed on non-accrual status. At June 30,
1995, loans on non-accrual status were $4,675,000, or 3.9%,
compared to $3,364,000, or 2.9%, of total loans on non-accrual
status at December 31, 1994. Accruing loans which are contractually
past due ninety (90) days or more were $14,000 at June 30, 1995
compared to $535,000 at December 31, 1994.
At June 30, 1995, the management was not aware of information
regarding performing loans which would cause them to have serious
doubts as to the ability of the borrowers to comply with loan
repayment terms, nor are they aware of any trends which might have a
material impact on future operating results.
CAPITAL RESOURCES
Management seeks to maintain a level of capital adequate to support
anticipated asset growth and credit risks and to ensure that the
Company is within established regulatory guidelines and industry
standards. In 1994, stockholders' equity increased $38,978 due to
retention of the Company's 1994 net income. The Company's capital
plan for 1995 contemplates continued growth in stockholders' equity
through the retention of net income. Minimum capital ratios
required under the final 1994 risk-based capital regulations are
6.0% for Tier 1 Capital and 8.0% for Total Capital. At December 31,
1994 the Company had Tier 1 Capital of 9.94% and Total Capital of
11.19% and at June 30, 1995 the Company had Tier 1 Capital of 10.07%
and Total Capital of 11.32%.
13
<PAGE>
HARBOR BANCORP AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Due to the nature of their business, the Company, the
Bank, and their subsidiaries are subject to legal action threatened
or filed which arise from the normal course of their business.
Management believes that the eventual outcome of all currently
pending legal proceedings against the Bank will not be material to
the Company's or the Bank's financial position or results of
operations.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SERVICE SECURITIES
None
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 1 - Proxy 1995
14
<PAGE>
PART III. SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant duly caused this report to be signed on its
behalf by the undersigned thereto duly authorized.
HARBOR BANCORP
Dated: August 10, 1995 /s/
----------------------- --------------------------
JAMES H. GRAY
President
Dated: August 10, 1995 /s/
----------------------- --------------------------
MELISSA LANFRE'
Vice President & CFO
15
<PAGE>
[LOGO]
HARBOR BANCORP
11 Golden Shore
Long Beach, California 90802
(310) 491-1111
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 1995
TO THE SHAREHOLDERS OF HARBOR BANCORP:
NOTICE IS HEREBY GIVEN that, pursuant to its Bylaws and the call of its
Board of Directors, the 1995 Annual Meeting of Shareholders (the "Meeting") of
Harbor Bancorp (the "Company") will be held at Harbor Bank, 11 Golden Shore,
Long Beach, California 90802 on Tuesday, June 27, 1995 at 2:00 p.m., for the
purpose of considering and voting upon the following matters:
1. ELECTION OF DIRECTORS. Electing ten (10) persons to the Board of
Directors to serve until the 1996 Annual Meeting of Shareholders and until
their successors are elected and have qualified. The following persons are the
Board of Directors' nominees:
James H. Gray Dorothy K. Matteson
John W. Hancock H.E. Nance
Dallas E. Haun Malcolm C. Todd, M.D.
Kermit Q. Jones James A. Willingham
Robert E. Leslie Margaret E. Wilson
2. OTHER BUSINESS. Transacting such other business as may properly
come before the Annual Meeting and any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on May 9, 1995,
as the record date for determination of shareholders entitled to notice of,
and the right to vote at, the Meeting.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. THE ENCLOSED PROXY IS
SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS. ANY SHAREHOLDER GIVING A PROXY
MAY REVOKE IT PRIOR TO THE TIME IT IS VOTED BY NOTIFYING THE SECRETARY OF THE
COMPANY IN WRITING OF REVOCATION OF SUCH PROXY, BY FILING A DULY EXECUTED
PROXY BEARING A LATER DATE, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING SO THAT WE CAN ARRANGE FOR ADEQUATE ACCOMMODATIONS.
Dated: May 26, 1995
BY ORDER OF THE BOARD OF DIRECTORS
Dorothy K. Matteson, Secretary
<PAGE>
HARBOR BANCORP
11 Golden Shore
Long Beach, California 90802
(310) 491-1111
_______________
PROXY STATEMENT
_______________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
Proxies for use at the 1995 Annual Meeting of Shareholders (the "Meeting") of
Harbor Bancorp (the "Company") to be held at Harbor Bank, 11 Golden Shore,
Long Beach, California 90802 at 2:00 p.m., on Tuesday, June 27, 1995, and at
any and all adjournments thereof.
It is anticipated that this Proxy Statement and the accompanying notice
will be mailed on or about May 26, 1995 to shareholders eligible to receive
notice of and vote at the Meeting.
The matters to be considered and voted upon at the Meeting will be:
1. ELECTION OF DIRECTORS. Electing ten (10) persons to the Board of
Directors to serve until the 1996 Annual Meeting of Shareholders and until
their successors are elected and have qualified. The following persons are the
Board of Directors' nominees:
James H. Gray Dorothy K. Matteson
John W. Hancock H.E. Nance
Dallas E. Haun Malcolm C. Todd, M.D.
Kermit Q. Jones James A. Willingham
Robert E. Leslie Margaret E. Wilson
2. OTHER BUSINESS. Transacting such other business as may properly
come before the Annual Meeting and any adjournment or adjournments thereof.
REVOCABILITY OF PROXIES
A form of proxy for voting your shares at the Meeting is enclosed. Any
shareholder who executes and delivers such a Proxy has the right to revoke it
at any time before it is exercised by filing with the Secretary of the Company
an instrument revoking it or a duly-executed Proxy bearing a later date. In
addition, the powers of the proxy holders will be revoked if the person
executing the Proxy is present at the meeting and elects to vote in person by
advising the Chairman of such election. Subject to such revocation, all shares
represented by a properly executed Proxy received in time for the Meeting will
be voted by the proxy holders in accordance with the instructions specified on
the Proxy. IF NO INSTRUCTION IS SPECIFIED WITH RESPECT TO A PROPOSAL TO BE
ACTED UPON, THE SHARES REPRESENTED BY YOUR EXECUTED PROXY WILL BE VOTED FOR
THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES AS DIRECTORS. IF ANY OTHER
BUSINESS IS PROPERLY PRESENTED AT THE MEETING, THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE COMPANY'S BOARD OF DIRECTORS.
1
<PAGE>
If you hold your shares of common stock in "street name" and you fail to
instruct your broker or nominee as to how to vote your common stock, your
broker or nominee may, at its discretion, vote your common stock "FOR" the
election of the Board of Directors' nominees.
PERSONS MAKING THE SOLICITATION
This solicitation of proxies is being made by the Board of Directors of
the Company. The expense of preparing, assembling, printing and mailing this
Proxy Statement and the material used in the solicitation of proxies for the
Meeting will be borne by the Company. It is contemplated that proxies will be
solicited principally through the use of the mail, but officers, directors,
and employees of the Company and its subsidiary, Harbor Bank (the "Bank"), may
solicit proxies personally or by telephone, without receiving special
compensation therefor. Although there is no formal agreement to do so, the
Company may reimburse banks, brokerage houses, and other custodians, nominees
and fiduciaries for their reasonable expense in forwarding these Proxy
Materials to shareholders whose stock in the Company is held of record by such
entities. In addition, the Company may utilize the services of individuals or
companies not regularly employed by the Company in connection with the
solicitation of proxies if Management of the Company determines it advisable.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
There were issued and outstanding 1,348,021 shares of the Company's
common stock on May 9, 1995, which has been fixed as the record date for the
purpose of determining the shareholders entitled to notice of and to vote at
the meeting (the "Record Date"). On any matter submitted to the vote of the
shareholders, each holder of common stock will be entitled to one vote, in
person or by the proxy, for each share of common stock held of record on the
books of the Company as of the Record Date for the Meeting. In connection with
the election of directors, the shares may be voted cumulatively if a
shareholder present at the meeting has given notice at the meeting prior to
the voting of his or her intention to so vote and such candidate or
candidates' names have been placed in nomination prior to the meeting. If any
shareholder has given such notice, all shareholders may cumulate their votes
for candidates in nomination. Cumulative voting allows a shareholder to cast a
number of shares held in his or her name as of the Record Date, multiplied by
the number of directors to be elected. This total number of votes may be cast
for one nominee, or distributed among as many nominees or in such proportions
as the shareholders sees fit. If cumulative voting is declared at the Meeting,
votes represented by proxies delivered pursuant to this Proxy Statement may be
cumulated at the discretion of the proxy holders, in accordance with the
recommendations of the Board of Directors. In the election of directors, the
ten (10) nominees receiving the highest number of votes will be elected.
SHAREHOLDERS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Management of the Company knows of no person who owns, beneficially or
of record, either individually or together with associates, 5 percent or more
of the outstanding common stock, except as set forth in the table below. The
following table sets forth certain information as of May 9, 1995 concerning
the beneficial ownership of the Company's outstanding common stock by each of
the directors of the Company, the named executives (as defined below) and by
all directors and executive officers of the Company as a group. Management is
not aware of any change in control of the Company or of any arrangement which
may, at a subsequent date, result in a change of control of the Company.
2
<PAGE>
<TABLE>
<CAPTION>
Common Stock
Name and Title Beneficially Percent
Other than Director Owned(1) of Class(2)
------------------- ------------ -----------
<S> <C> <C>
James H. Gray 118,300(3) 8.78%
President of Company, Chairman of the Board,
President and Chief Executive Officer of Bank
c/o Harbor Bank
11 Golden Shore
Long Beach, California 90802
John W. Hancock 4,169 .31%
Dallas E. Haun 32,502(4) 2.41%
Kermit Q. Jones 52,943 3.93%
Robert E. Leslie 798 .06%
Dorothy K. Matteson 36,897 2.74%
H.E. Nance 10,313 .77%
Malcolm C. Todd, M.D. 45,853 3.40%
James A. Willingham 77,642 5.76%
Margaret E. Wilson 54,304(5) 4.03%
ALL DIRECTORS AND OFFICERS (12 IN NUMBER)(6) 555,641(7) 41.22%
<FN>
-------------------------
(1) Beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (a) voting power, which
includes the power to vote, or to direct the voting of such
security; and/or (b) investment power which includes the power to
dispose, or to direct the disposition of such security.
Beneficial owner also includes any person who has the right to
acquire beneficial ownership of such security as defined
above within 60 days of the Record Date.
(2) Shares subject to options held by directors and executive
officers (or group) are treated as issued and outstanding for
the purpose of computing the percent of the class owned by
such person (or group), but not for computing the percent of
the class owned by any other person (or group).
(3) Includes 5,788 shares of stock options granted to Mr. Gray
but not exercised.
(4) Includes 27,365 shares of stock options granted to Mr. Haun
but not exercised.
(5) Shares are held by the Wilson Family Trust of which Mrs.
Wilson is a Co-Trustee.
(6) As used throughout this Proxy Statement, the terms
"officer" and "executive officer" mean the President of Harbor
Bancorp and Chairman of the Board of Directors and
President/Chief Executive Officer of the Bank, the Executive
Vice President of the Bank, the Senior Vice President and
Chief Financial Officer of the Bank and Vice President and
Chief Financial Officer of the Company, and the Vice President
and Director of Operations of the Bank. The Secretary of the
Company is not an executive officer.
(7) Includes 44,729 shares of stock options granted to all
directors and executive officers as a group but not exercised.
Includes 110,344 shares owned by the Harbor Bank Employee
Stock Ownership Plan of which Melissa Lanfre, Vice President
and Chief Financial Officer of the Company serves as Trustee
and over which Ms. Lanfre has sole voting and investment power.
</TABLE>
3
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
NOMINEES
The Company's Articles provide for a range of eight (8) to fifteen (15)
directors, and permit the exact number of directors of the Company to be fixed
by Board or shareholder action. The Board of Directors has fixed the number of
directors at ten (10).
The persons named below, all of whom are currently members of the Company's
Board of Directors, will be nominated for election as directors to serve until
the 1996 Annual Meeting of Shareholders and until their successors are elected
and have qualified. Votes will be cast in such a way as to effect the election
of all ten (10) nominees, or as many thereof as possible under the rules of
cumulative voting. In the event that any of the nominees should be unable to
serve as a director, it is intended that the Proxy will be voted for the
election of such substitute nominees, if any, as shall be designated by the
Board of Directors. All nominees have indicated their willingness to serve if
elected and the Board of Directors has no reason to believe that any of the
nominees will be unavailable to serve if elected.
None of the directors, nominees or executive officers of the Company were
selected pursuant to any arrangement or understanding, other than with the
directors and executive officers of the Company and the Bank, acting within
their capacities as such. There are no family relationships between the
directors and executive officers of the Company and none of the directors or
executive officers of the Company serve as directors of any company which has
a class of securities registered under, or which is subject to the periodic
reporting requirements of, the Securities Exchange Act of 1934, as amended, or
any investment company registered under the Investment Company Act of 1940, as
amended.
The following table sets forth the names and certain information as of May
9, 1995, concerning the persons to be nominated by the Board of Directors for
election as directors of the Company:
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
AND PRINCIPAL OCCUPATION SERVED AS DIRECTOR
NAME AGE DURING PAST FIVE YEARS SINCE(1)
---- --- ----------------------------- ------------------
<S> <C> <C> <C>
James H. Gray 57 President of Harbor Bancorp, Chairman and President/
Chief Executive Officer of Harbor Bank 1982
John W. Hancock 58 Senior Vice President, Bancap Investment Group 1992
Dallas E. Haun 41 Executive Vice President, Harbor Bank 1993
Kermit Q. Jones 76 Owner, Treasure Valley Land and 1982
Cattle/Dairy Farmer
Robert E. Leslie 70 Retired Fire Chief, City of Long Beach 1988
Dorothy K. Matteson 68 Uniform Sales, Retired 1982
H.E. Nance 62 Retired President, Nance Tours & Travel 1988
Malcolm C. Todd, M.D. 82 Retired Physician/Surgeon 1982
James A. Willingham 66 President, Boulevard Buick and Chairman of the 1982
Board of Harbor Bancorp
Margaret E. Wilson 66 Co-trustee of the Wilson Family Trust 1993
<FN>
------------------------
(1) All the current directors were appointed to the Board of Directors by
the Company's incorporator on June 24, 1982, with the exception of
Robert E. Leslie and H.E. Nance who were appointed March 22, 1988, John
W. Hancock who was appointed on June 23, 1992, Margaret E. Wilson who
was appointed on March 23, 1993 and Dallas E. Haun who was appointed on
December 21, 1993.
</TABLE>
4
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth as to each of the persons who currently
serve as an executive officer of the Company, such person's age, such person's
principal occupation during the past five (5) years, such person's current
position with the Company, and the periods during which such person served in
such capacity.
<TABLE>
<CAPTION>
NAME AND
POSITION AGE DATE ELECTED
---------- --- ------------
<S> <C> <C>
James H. Gray
President and Chief Executive Officer 57 March 22, 1983
H. Melissa Lanfre
Vice President and Chief Financial Officer 43 June 23, 1987
</TABLE>
All executive officers of the Company are elected by, and serve at the
pleasure of, the Board of Directors. Set forth above are the names and offices
held by the executive officers of the Company and the date when each was
elected to his/her present position with the Company. A brief account of the
business experience of each is set forth below.
Mr. Gray has been with the major subsidiary of the Company, Harbor Bank,
since 1976. He currently holds the position of Chairman of the Board,
President, and Chief Executive Officer of Harbor Bank and President of Harbor
Bancorp.
Ms. Lanfre joined the Company on July 13, 1987 and currently holds the
position of Vice President and Chief Financial Officer.
Mr. Turicchi, who has been serving as Vice President of the Company and
as President of Harbor Bank, resigned effective April 30, 1995.
THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company held five (5) regular meetings in
1994. In 1994, all of the Company's directors attended at least 75% of all
Board meetings. The Company's Board has no standing committees, and any
matters which might ordinarily be considered by an audit, compensation or
nominating committee, were considered by the Board as a whole. The Company's
directors also serve as members of the Bank's Board of Directors and on
committees of the Bank's Board. In particular, all Company Directors are
members of the Bank's Board of Directors, and they met twelve (12) times
during 1994. Any matters of the Bank which might ordinarily be considered by a
compensation or nominating committee were considered by the Board of the Bank
as a whole.
The Bank's Loan Committee met fifty-two (52) times in 1994. This
committee reviews certain types of loan requests.
The Bank's Audit Committee met nine (9) times in 1994. This committee is
responsible for audit functions in the Bank, the appointment of an outside
accounting firm and the review of reports of the accounting firm.
The Bank's Loan and Investment Committee met twelve (12) times in 1994.
This committee also reviews certain types of loan requests and Bank
investments.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE BOARD OF
DIRECTORS' NOMINEES.
5
<PAGE>
DIRECTOR COMPENSATION
Directors of the Company and Bank who are considered to be inside
directors or employees of the Company, receive a director's fee of $600 per
meeting attended and all other directors, who are considered to be outside
directors, receive a director's fee of $1,000 per meeting attended. Non-
officer directors serving on the Bank's Loan Committee receive $150 per
meeting attended.
EXECUTIVE OFFICERS' COMPENSATION AND OTHER INFORMATION
The following table sets forth certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each of the two other executive officers of the
Company (determined as of the end of the last fiscal year) whose annual salary
and bonus exceeded $100,000 in 1994 (the "Named Executives") for each of the
fiscal years ended December 31, 1994, 1993, and 1992.
SUMMARY OF CASH AND CERTAIN COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- -------------------- ------------------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
-------------------------------- ----- ----- ----- ------ ---------- -------- -------- -------------
OTHER RESTRICTED
ANNUAL STOCK LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) OPTIONS/ PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($) ($) SARS(#) ($) ($)(3)
--------------------------- ------ --------- -------- ------------- --------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James H. Gray 1994 $125,704 $39,550 -0- -0- -0- -0- $1,488
Chairman of the Board and Chief 1993 $128,186 $56,500 -0- -0- -0- -0-
Executive Officer of Harbor Bank 1992 121,488 55,000 -0- -0- -0- -0-
Robert Turicchi (4) 1994 111,321 36,050 -0- -0- -0- -0- 1,804
President and Chief Administrative 1993 111,572 51,500 -0- -0- -0- -0-
Officer of Harbor Bank 1992 111,488 50,000 -0- -0- -0- -0-
Dallas E. Haun 1994 98,157 30,100 -0- -0- -0- -0- 1,200
Executive Vice President of 1993 93,907 41,500 -0- -0- -0- -0-
Harbor Bank 1992 82,897 40,000 -0- -0- -0- -0-
<FN>
-------------------------
(1) Included in this column are salaries and director's fees, where
applicable, paid for services rendered to the Bank, during 1994 before
any salary reduction for contributions to the Company's plan under
section 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code"), and salary reductions for contributions for welfare plan
coverages under section 125 of the Code.
(2) The bonus amounts are payable pursuant to the Company's senior
management compensation plan as approved annually by the Board of
Directors. This column may include bonuses paid in a certain year for
services rendered in the prior year.
(3) "All Other Compensation" is only required to be reported for 1994. The
amount represents the Company's matching contribution for the 401(k)
plan.
(4) Robert Turicchi resigned as an Officer and Director of the Company and
as an Executive Officer of Harbor Bank as of April 30, 1995. James H.
Gray has assumed the title of President of Harbor Bank.
</TABLE>
6
<PAGE>
The following table provides information with respect to the Named
Executives concerning the exercise of options and/or stock appreciation rights
("SARs") during the fiscal year ended December 31, 1994 and unexercised
options and/or SARs held by the Named Executives as of December 31, 1994.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
(A) (B) (C) (D)
--- --- --- ---
VALUE
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT YEAR AT YEAR
SHARES END(#) END(#)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED(1)(#) UNEXERCISABLE UNEXERCISABLE
------ ------------ -------------- -------------- --------------
<S> <C> <C> <C> <C>
James H. Gray -0- -0- -0-/ 5,788 -0-
Robert Turicchi -0- -0- -0-/ 5,788 -0-
Dallas E. Haun -0- -0- -0-/17,365 -0-
<FN>
------------------------
(1) There are no in-the-money options.
</TABLE>
CERTAIN TRANSACTIONS
There are no existing or proposed material transactions between the
Company or the Bank and any of the Company's executive officers, directors, or
beneficial owners of 5% or more of the common stock, or the immediate family
or associates of any of the foregoing persons, except as indicated below.
Some of the Company's directors, nominees for director, and executive
officers and their immediate families, as well as the companies with which
such directors and executive officers are associated, are customers of, and
have had banking transactions with the Bank in the ordinary course of the
Bank's business and the Bank expects to have such ordinary banking
transactions with such persons in the future. In the opinion of Management of
the Bank, all loans and commitments to lend included in such transactions were
made in compliance with applicable laws on substantially the same terms,
including interest rates and collateral, as those prevailing for comparable
transactions with other persons of similar creditworthiness and did not
involve more than a normal risk of collectibility or present other unfavorable
features.
OTHER MATTERS
The firm of Ernst & Young served as independent public auditors for the
Company and the Bank for 1994 and will continue to serve in that capacity for
1995.
It is anticipated that a representative of Ernst & Young will be present
at the Meeting to respond to appropriate questions from shareholders.
On December 31, 1993, the Bank underwent examinations conducted
concurrently by the Federal Deposit Insurance Corporation (the "FDIC") and
the California State Banking Department (the "Department"). As a result of
the FDIC examination, the Bank entered into a Memorandum of Understanding
dated August 3, 1994. The Memorandum includes provisions regarding the Board
of Directors, maintaining Tier 1 capital equal to or exceeding 6.5% of the
Bank's total assets, credit risk management practices, reducing classified
assets in accordance with stated schedules, revising policies and procedures,
maintaining acceptable management, maintaining an adequate allowance for loan
losses, correction of certain alleged violations, cash dividends, and
reporting requirements.
7
<PAGE>
The Bank has undertaken a number of actions designed to strengthen its
management, improve its financial condition and enhance its operating
efficiency. The Bank has maintained Tier 1 capital in excess of 6.5% at all
times as required. Credit risk management practices have significantly been
strengthened and classified assets have been reduced significantly well in
advance of stated schedules. A new Senior Credit Officer will be joining the
Bank in the near future to insure a continuation and expansion of credit
administration that meets the requirements of the regulatory agencies and the
Bank.
Any shareholder desiring to submit a proposal for action at the 1996
Annual Meeting of Shareholders which is desired to be presented in the
Company's Proxy Statement with respect to such meeting should submit such
proposal to the Company at its principal place of business no later than
January 12, 1996.
The Board of Directors does not know of any matters to be presented at
the Meeting other than those set forth above. However, if any other matters
come before the Meeting, it is the intention of the persons named in the
accompanying Proxy to vote said Proxy in accordance with the recommendations
of the Board of Directors on such matters, and discretionary authority to do
so is included in the Proxy.
The Company's Annual Report for the year ended December 31, 1994 and
first Quarterly Statement for the month ended March 31, 1995 were mailed to
the shareholders on approximately May 24, 1995. The Annual Report contains
consolidated financial statements of the Company and its subsidiaries and the
report thereon of Ernst & Young, independent public auditors.
Dated: May 26, 1995
HARBOR BANCORP
Dorothy K. Matteson, Secretary
8
<PAGE>
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
HARBOR BANCORP
ANNUAL MEETING OF SHAREHOLDERS
JUNE 27, 1995
The undersigned shareholder of Harbor Bancorp (the "Company") hereby
nominates, constitutes and appoints James H. Gray, Kermit Jones and James
Willingham, and each of them, attorney(s), agent(s) and proxy of the
undersigned, with full powers of substitution, to vote all stock of the
Company which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held on Tuesday, June 27, 1995, at 2:00 p.m.
at Harbor Bank, 11 Golden Shore, Long Beach, California 90802 and at any and
all adjournment or adjournments thereof, as fully and with the same force and
effect as the undersigned might or could do if personally present thereat, as
follows:
1. ELECTIONS OF DIRECTORS
Authority to elect the ten (10) persons named below and in the Proxy
Statement dated May 26, 1995 accompanying the Notice of said Meeting, to serve
until the 1996 Annual Meeting of Shareholders and until their successors are
elected and have qualified:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as indicated to the contrary for all nominees listed
below). below.
James H. Gray, John W. Hancock, Dallas E. Haun, Kermit Q. Jones, Robert E.
Leslie, Dorothy K. Matteson, H.E. Nance, Malcolm C. Todd, M.D., James A.
Willingham and Margaret E. Wilson.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NAME IN THE SPACE BELOW.)
-------------------------------------------------------------------------------
2. OTHER BUSINESS
In their discretion, the proxyholders are authorized to vote upon such
other business as may properly come before the Meeting, and at any and all
adjournment or adjournments thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
The undersigned hereby ratifies and confirms all that the proxyholders,
or any of them, or their substitutes, shall lawfully do or cause to be done by
virtue hereof, and hereby revokes any and all proxies heretofore given by the
undersigned to vote at the Meeting. The undersigned acknowledges receipt of
the Notice of Annual Meeting of Shareholders and the Proxy Statement
accompanying said Notice.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS
NOMINATED BY THE BOARD OF DIRECTORS. THE PROXY CONFERS AUTHORITY AND SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS UNLESS A
CONTRARY INSTRUCTION IS INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN
ACCORDANCE WITH SUCH INSTRUCTIONS. IN ALL OTHER MATTERS, IF ANY, PRESENTED AT
THE MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS
OF THE BOARD OF DIRECTORS.
PLEASE SIGN AND DATE BELOW
Dated: ______________________________
Number of Shares ____________________
_____________________________________
(Signature of Shareholder)
_____________________________________
(Signature of Shareholder)
(Please date this Proxy and sign your name as it
appears on the stock certificates. When signing
as attorney, executor, administrator, trustee or
guardian, please give full title. If more than
one trustee, all should sign. All joint owners
should sign.)
I DO [ ] DO NOT [ ] EXPECT TO ATTEND THE MEETING.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 18,702
<INT-BEARING-DEPOSITS> 495
<FED-FUNDS-SOLD> 21,650
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 16,768
<INVESTMENTS-CARRYING> 11,454
<INVESTMENTS-MARKET> 11,456
<LOANS> 119,242
<ALLOWANCE> 3,004
<TOTAL-ASSETS> 191,637
<DEPOSITS> 176,584
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,101
<LONG-TERM> 0
<COMMON> 13,258
0
0
<OTHER-SE> 694
<TOTAL-LIABILITIES-AND-EQUITY> 13,952
<INTEREST-LOAN> 5,490
<INTEREST-INVEST> 981
<INTEREST-OTHER> 195
<INTEREST-TOTAL> 6,666
<INTEREST-DEPOSIT> 1,232
<INTEREST-EXPENSE> 1,273
<INTEREST-INCOME-NET> 5,393
<LOAN-LOSSES> 50
<SECURITIES-GAINS> 54
<EXPENSE-OTHER> 4,835
<INCOME-PRETAX> 1,075
<INCOME-PRE-EXTRAORDINARY> 1,075
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 641
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 4,675
<LOANS-PAST> 14
<LOANS-TROUBLED> 7,135
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,224
<CHARGE-OFFS> 279
<RECOVERIES> 9
<ALLOWANCE-CLOSE> 3,004
<ALLOWANCE-DOMESTIC> 3,004
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
