<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 January
19, 2001:
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 RECORD EARNINGS FOR 2000
Washington, D.C., January 19, 2001, CENTURY BANCSHARES, INC. (NASDAQ
SmallCap Market: CTRY) today announced record earnings for 2000. Net income,
exclusive of after-tax merger-related expense (or "core" earnings) was $433,000,
or $0.15 per diluted common share, for the fourth quarter of 2000, a 20%
increase compared with net income of $362,000 or $0.13 per diluted common share
in the fourth quarter of 1999. Core earnings for 2000 were $1,680,000, or $0.61
per diluted common share, a 41% increase compared with 1999 net income of
1,189,000, or $0.42 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. Core return on average assets was 0.71% and core return on
average equity was 10.08%, compared with prior year ratios of 0.70% and 7.65%,
respectively.
"I am very pleased at our record earnings performance in 2000 and the
continued growth of our franchise," said Joseph S. Bracewell, Chairman,
President and CEO. "During the year we set new milestones for loan and deposit
growth and assets reached an all-time high of $292 million. Our strong emphasis
on customer service and demonstrated ability to expand successfully into
contiguous markets will serve us well when our pending merger with GrandBanc,
Inc. is completed in the first quarter of 2001."
<PAGE> 2
-2-Century Bancshares, Inc.
Including after-tax merger-related expenses of $279,000, net income for
the fourth quarter was $154,000, or $.06 per diluted common share in 2000, a
decrease of 57% compared with the same period last year. For the full year, net
income was $1,401,000, or $0.51 per diluted common share, an increase of 18%
compared with 1999.
Total assets at December 31, 2000 were $292 million, an increase of $87
million, or 42%, compared to $205 million one year earlier. Total deposits at
December 31, 2000 were $225 million and loans, net of unearned income, were $197
million, reflecting increases of 46% and 43%, respectively, compared with
December 31, 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.
ADDITIONAL INFORMATION
SHAREHOLDERS OF CENTURY AND OTHER INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS INCLUDED IN THE REGISTRATION STATEMENT
ON FORM S-4 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.
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
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-3-Century Bancshares, Inc.
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)
<PAGE> 4
-4-
CENTURY BANCSHARES, INC.
FINANCIAL HIGHLIGHTS (UNAUDITED)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Quarter Ended Year Ended
December 31, December 31,
------------------------ ------------------------
(Dollars in thousands, except per 2000 1999 2000 1999
share amounts) ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
EARNINGS DATA:
Interest Income $ 5,849 $ 3,701 $ 19,008 $ 13,220
Interest Expense 3,057 1,401 8,727 4,996
---------- ---------- ---------- ----------
Net Interest Income 2,792 2,300 10,281 8,224
Provision for Credit Losses 360 205 1,015 640
---------- ---------- ---------- ----------
Net Interest Income After Provision 2,432 2,095 9,266 7,584
Noninterest Income 857 422 2,462 1,669
Noninterest Expense 2,635 1,933 9,156 7,335
---------- ---------- ---------- ----------
Income Before Income Tax Expense 654 584 2,572 1,918
Income Tax Expense 221 222 892 729
---------- ---------- ---------- ----------
CORE OPERATING INCOME ("CORE") 433 362 1,680 1,189
Merger-Related Expense-Net of Income 279 -- 279 --
Tax
---------- ---------- ---------- ----------
NET INCOME $ 154 $ 362 $ 1,401 $ 1,189
========== ========== ========== ==========
PER SHARE DATA:
Basic Earnings Per Share-Net Income * $ 0.06 $ 0.13 $ 0.51 $ 0.42
Basic Earnings Per Share-Core * $ 0.16 $ 0.13 $ 0.61 $ 0.42
Diluted Earnings Per Share-Net Income * $ 0.06 $ 0.13 $ 0.51 $ 0.42
Diluted Earnings Per Share-Core * $ 0.15 $ 0.13 $ 0.61 $ 0.42
Book Value Per Share (Period End) * $ 6.37 $ 5.76 $ 6.37 $ 5.76
Average Shares Outstanding (Basic)* 2,747,632 2,721,863 2,733,818 2,804,994
Average Shares Outstanding (Diluted)* 2,802,264 2,749,551 2,762,343 2,832,683
Shares Outstanding (Period End)* 2,756,751 2,721,902 2,756,751 2,721,902
PERIOD END BALANCE SHEET DATA:
Total Assets 291,676 $ 204,809
Total Loans, Net of Unearned Income 196,929 138,076
Allowance for Credit Losses 1,993 1,519
Total Earning Assets 271,690 191,219
Total Intangible Assets 4,979 1,676
Total Noninterest-Bearing Deposits 47,246 36,572
Total Interest-Bearing Deposits 177,449 117,328
Total Deposits 224,695 153,900
Total Other Interest-Bearing
Liabilities 46,249 33,259
Total Liabilities 274,115 189,141
Total Stockholders' Equity 17,561 15,668
---------- ----------
Total Liabilities and Equity 291,676 $ 204,809
========== ==========
SELECTED KEY DATA:
Net Interest Margin 4.18% 5.23% 4.68% 5.15%
Efficiency Ratio 68.50% 68.98% 68.79% 72.14%
Return on Average Assets 0.21% 0.77% 0.59% 0.70%
Return on Average Assets-Core 0.59% 0.77% 0.71% 0.70%
Return on Average Stockholders' Equity 3.52% 9.24% 8.40% 7.65%
Return on Average Stockholders'
Equity-Core 9.90% 9.24% 10.08% 7.65%
Stockholders' Equity to Total Assets
(Period End) 6.02% 7.65% 6.02% 7.65%
===============================================================================================
</TABLE>
* -- adjusted for 5% stock dividend dated April 17, 2000.
--more--
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-5-
CENTURY BANCSHARES, INC.
FINANCIAL HIGHLIGHTS (UNAUDITED)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Quarter Ended Year Ended
December 31, December 31,
-------------------- --------------------
(Dollars in thousands, except 2000 1999 2000 1999
per share amounts) -------- -------- -------- --------
<S> <C> <C> <C> <C>
SELECTED AVERAGE BALANCES:
Loans (net) $186,431 $136,697 $159,136 $128,419
Investment Securities 68,398 18,030 44,325 13,737
Federal Funds Sold 12,908 6,073 11,581 5,095
Interest Bearing Deposits in Other Banks 3,901 13,725 7,699 12,362
-------- -------- -------- --------
Total Earning Assets 271,638 174,525 222,741 159,613
-------- -------- -------- --------
Total Assets $290,013 $185,931 $237,246 $170,157
======== ======== ======== ========
Interest Bearing Deposits $175,401 $113,962 $140,221 $108,287
Borrowings 50,771 20,942 38,692 14,652
-------- -------- -------- --------
Total Interest Bearing Liabilities 226,172 134,904 178,913 122,939
-------- -------- -------- --------
Noninterest Bearing Deposits 42,197 33,959 38,635 30,101
Total Deposits 217,598 147,921 178,856 138,388
Total Liabilities 272,617 170,381 220,573 154,611
Stockholders' Equity 17,396 15,550 16,673 15,546
-------- -------- -------- --------
Total Liabilities and Equity $290,013 $185,931 $237,246 $170,157
======== ======== ======== ========
ALLOWANCE FOR CREDIT LOSSES:
Balance - Beginning of Period $ 1,667 $ 1,351 $ 1,519 $ 1,128
Provision for Credit Losses 360 205 1,015 640
Charge-offs 64 42 601 270
Recoveries 30 5 60 21
-------- -------- -------- --------
Balance - End of Period $ 1,993 $ 1,519 $ 1,993 $ 1,519
-------- -------- -------- --------
ASSET QUALITY:
Nonaccrual Loans $ 633 $ 515
90 Days Past Due 544 0
Other Real Estate Owned 0 0
-------- --------
Total Nonperforming Assets $ 1,177 $ 515
-------- --------
Nonperforming Assets to Total Assets 0.40% 0.25%
Allowance for Credit Losses to
Nonperforming Assets 169.33% 294.95%
Allowance for Credit Losses to Total
Loans 1.01% 1.10%
RISK BASED CAPITAL RATIOS (BANK):
Tier 1 6.81% 9.22%
Total 10.29% 10.27%
Leverage Capital Ratio 5.16% 7.23%
RISK BASED CAPITAL RATIOS (CONSOLIDATED):
Tier 1 8.40% 9.74%
Total 10.72% 10.79%
Leverage Capital Ratio 6.36% 7.64%
</TABLE>
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