<PAGE> 1
Filed by Century Bancshares, Inc.
Pursuant to Rule 425 of the Securities
Act of 1933
Subject Company: GrandBanc, Inc.
Commission File No: 000-16234
The following press release was issued by Century Bancshares, Inc. on
October 13, 2000:
NEWS RELEASE
RELEASE: IMMEDIATE FOR: CENTURY BANCSHARES, INC.
CONTACTS:MEDIA: JOSEPH S. BRACEWELL, CHAIRMAN/CEO 202-496-4040
INVESTOR RELATIONS: DALE G. PHELPS, SVP/CFO 202-496-4050
CENTURY BANCSHARES, INC.
ANNOUNCES THIRD QUARTER 2000 EARNINGS UP 32%
Washington, D.C., October 13, 2000, CENTURY BANCSHARES, INC. (NASDAQ
SmallCap Market: CTRY) announced today that net income for the third quarter of
2000 was $425,000 or $0.15 per diluted common share, a 32% increase compared
with net income of $323,000 or $0.11 per diluted common share in the third
quarter of 1999. Net income for the first nine months of 2000 was $1,247,000 or
$0.45 per diluted common share, a 51% increase over 1999 when earnings were
$827,000 or $0.29 per diluted common share. Earnings per share for 1999 have
been adjusted to reflect the 5% stock dividend distributed to shareholders on
April 17, 2000.
The increase in third quarter earnings was primarily driven by increases
in net interest income resulting from earning asset growth. Average earning
assets for the third quarter of 2000 increased 43% compared with the same
quarter last year resulting in a 29% increase in net interest income for the
comparable periods. The increase in net interest income was partially offset by
a $165,000 increase in the provision for credit losses, which was primarily
attributable to the 26% growth in average loans outstanding,
<PAGE> 2
Century Bancshares, Inc.
Page 2
and a 29% increase in noninterest expenses coinciding with the expanded scope of
the Company's operations.
According to Joseph S. Bracewell, Chairman, President and CEO, "Total
assets reached a new high during the quarter as we continued to experience solid
growth in our loan portfolio complemented by the successful purchase of a
full-service branch in Reston, Virginia with over $52 million in deposits. Our
expanded presence in Northern Virginia represents another milestone in our
continued expansion efforts. We remain confident that our earnings performance
validates the strength of our business expansion model."
Total assets at September 30, 2000 were $285 million, an increase of $84
million, or 42%, compared to $201 million one year earlier. Total deposits at
September 30, 2000 were $216 million and loans, net of unearned income, were
$180 million, reflecting increases of 58% and 36%, respectively, compared to
September 30, 1999.
Century Bancshares, Inc. is the parent company of Century National Bank,
a community bank providing a full range of loans and financial services to
professionals, small businesses, and non-profit organizations in the Washington,
DC metropolitan area. Century operates seven full-service banking offices -- two
in downtown Washington, four in Northern Virginia, and one in Bethesda, MD -- a
loan production office in Rockville, MD, and an insurance agency.
Century recently announced the pending acquisition of GrandBanc, Inc.
via a stock-for-stock exchange valued at $ 8.8 million. GrandBanc, Inc., which
had $114 million in total assets at June 30, 2000, is the parent holding company
of GrandBank, a Maryland chartered commercial bank headquartered in Rockville,
MD.
Century also announced that it has terminated its previously announced
130,000 share repurchase program. As of the termination date, a total of 6,500
shares had been purchased under this program.
--more--
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Century Bancshares, Inc.
Page 3
ADDITIONAL INFORMATION
SHAREHOLDERS OF CENTURY AND OTHER INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE INCLUDED IN THE
REGISTRATION STATEMENT ON FORM S-4 TO BE FILED WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION (SEC) IN CONNECTION WITH THE PROPOSED MERGER OF CENTURY AND
GRANDBANC. THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION
ABOUT CENTURY, GRANDBANC, THE MERGER, AND ABOUT PERSONS SOLICITING PROXIES IN
THE MERGER, INCLUDING OFFICERS AND DIRECTORS OF CENTURY, AND THEIR INTEREST IN
THE MERGER.
AFTER IT IS FILED WITH THE SEC, INVESTORS MAY OBTAIN A FREE COPY OF THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS ON THE SEC'S WEB SITE
(http://www.sec.gov). A PROXY STATEMENT/PROSPECTUS WITH RESPECT TO THE PROPOSED
MERGER AND OTHER RELEVANT DOCUMENTS WILL ALSO BE MADE AVAILABLE FOR FREE TO
CENTURY STOCKHOLDERS BY CONTACTING CENTURY'S SHAREHOLDER RELATIONS DEPARTMENT AS
FOLLOWS:
SHAREHOLDER RELATIONS
CENTURY BANCSHARES, INC.
1275 PENNSYLVANIA AVENUE, NW
WASHINGTON, DC 20004
202-496-4100
This press release contains forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Although the Company
believes that the expectations reflected in such forward looking statements are
based upon reasonable assumptions, it can give no assurance that its
expectations will be achieved. Important factors that could cause actual results
to differ materially from the Company's expectations are disclosed in its Form
10-K dated March 31, 2000, filed with the Securities and Exchange Commission and
are incorporated by reference herein (Cautionary Disclosures). Subsequent
written and oral forward looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entirety by the
Cautionary Disclosures.
(tables follow)
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CENTURY BANCSHARES, INC.
FINANCIAL HIGHLIGHTS (UNAUDITED)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Quarter Ended Nine Months Ended
September 30, September 30,
-------------------------------- ------------------------------
(Dollars in thousands,
except per share amounts) 2000 1999 2000 1999
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
EARNINGS DATA:
Interest Income $ 5,009 $ 3,323 $ 13,159 $ 9,519
Interest Expense 2,375 1,284 5,670 3,595
----------- ------------ ----------- -----------
Net Interest Income 2,634 2,039 7,489 5,924
Provision for Credit Losses 275 110 655 435
----------- ------------ ----------- -----------
Net Interest Income After Provision 2,359 1,929 6,834 5,489
Noninterest Income 557 411 1,605 1,247
Noninterest Expense 2,340 1,820 6,521 5,402
----------- ------------ ----------- -----------
Income Before Income Tax Expense 576 520 1,918 1,334
Income Tax Expense 151 197 671 507
----------- ------------ ----------- -----------
NET INCOME $ 425 $ 323 $ 1,247 $ 827
=========== ============ =========== ===========
PER SHARE DATA:
Basic Earnings Per Share * $ 0.16 $ 0.11 $ 0.46 $ 0.29
Diluted Earnings Per Share * $ 0.15 $ 0.11 $ 0.45 $ 0.29
Book Value Per Share (Period End) * $ 6.23 $ 5.63 $ 6.23 $ 5.63
Average Shares Outstanding (Basic)* 2,737,705 2,804,679 2,729,180 2,833,113
Average Shares Outstanding (Diluted)* 2,766,314 2,832,251 2,751,698 2,860,925
Shares Outstanding (Period End)* 2,742,998 2,721,694 2,742,998 2,721,694
PERIOD END BALANCE SHEET DATA:
Total Assets $ 284,784 $ 201,302
Total Loans, Net of Unearned Income 179,684 131,648
Allowance for Credit Losses 1,667 1,351
Total Earning Assets 264,727 187,587
Total Intangible Assets 5,124 1,404
Total Noninterest-Bearing Deposits 41,647 29,628
Total Interest-Bearing Deposits 173,893 107,787
Total Deposits 215,540 137,415
Total Other Interest-Bearing Liabilities 50,111 47,203
Total Liabilities 267,697 185,989
Total Stockholders' Equity 17,087 15,313
--------------------------
Total Liabilities and Equity $ 284,784 $ 201,302
==========================
SELECTED KEY DATA:
Net Interest Margin 4.64% 4.99% 4.90% 5.12%
Efficiency Ratio 69.25% 72.35% 68.90% 73.34%
Return on Average Assets 0.68% 0.74% 0.76% 0.67%
Return on Average Stockholders' Equity 10.00% 8.25% 10.14% 7.11%
Stockholders' Equity to Total Assets (Period
End) 6.00% 7.61% 6.00% 7.61%
==================================================================================================================
</TABLE>
*-- adjusted for 5% stock dividend dated April 17, 2000.
--more--
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CENTURY BANCSHARES, INC.
FINANCIAL HIGHLIGHTS (UNAUDITED)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Quarter Ended Nine Months Ended
September 30, September 30,
-------------------------------- -----------------------------
(Dollars in thousands,
except per share amounts) 2000 1999 2000 1999
----------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
SELECTED AVERAGE BALANCES:
Loans (net) $ 161,847 $ 128,388 $ 149,971 $ 125,629
Investment Securities 54,283 15,380 36,242 12,291
Federal Funds Sold 8,688 4,714 11,136 4,766
Interest Bearing Deposits in Other Banks 6,344 13,483 8,974 11,902
----------- ----------- ---------- -----------
Total Earning Assets 231,162 161,965 206,323 154,588
----------- ----------- ---------- -----------
Total Assets $ 247,571 $ 172,245 $ 219,868 $ 164,841
=========== =========== ========== ===========
Interest Bearing Deposits $ 138,887 $ 109,755 $ 128,408 $ 106,374
Borrowings 49,403 15,994 34,976 12,533
----------- ----------- ---------- -----------
Total Interest Bearing Liabilities 188,290 122,749 163,384 118,907
----------- ----------- ---------- -----------
Noninterest Bearing Deposits 40,067 29,520 37,439 28,801
Total Deposits 178,954 139,275 165,847 135,175
Total Liabilities 230,681 156,717 203,438 149,296
Stockholders' Equity 16,890 15,528 16,430 15,545
----------- ----------- ---------- -----------
Total Liabilities and Equity $ 247,571 $ 172,245 $ 219,868 $ 164,841
=========== =========== ========== ===========
ALLOWANCE FOR CREDIT LOSSES:
Balance - Beginning of Period $ 1,743 $ 1,409 $ 1,519 $ 1,128
Provision for Credit Losses 275 110 655 435
Charge-offs 354 171 537 228
Recoveries 3 3 30 16
----------- ----------- ---------- -----------
Balance - End of Period $ 1,667 $ 1,351 $ 1,667 $ 1,351
----------- ----------- ---------- -----------
ASSET QUALITY:
Nonaccrual Loans $ 1,043 $ 693
90 Days Past Due 134 67
Other Real Estate Owned 0 0
---------- -----------
Total Nonperforming Assets $ 1,177 $ 760
---------- -----------
Nonperforming Assets to Total Assets 0.41% 0.38%
Allowance for Credit Losses to Nonperforming
Assets 141.27% 177.80%
Allowance for Credit Losses to Total Loans 0.93% 1.03%
RISK BASED CAPITAL RATIOS (BANK):
Tier 1 7.16% 9.56%
Total 10.24% 10.53%&
Leverage Capital Ratio 5.96% 7.76%
RISK BASED CAPITAL RATIOS (CONSOLIDATED):
Tier 1 8.70% 10.10%
Total 11.05% 11.07%
Leverage Capital Ratio 7.29% 8.57%
</TABLE>
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