Gentlemen:
The following is Zachary Bancshares, Inc.'s Proxy, Proxy Statement and 1995
Annual Report which is being mailed to our shareholders' of record as of
today.
If you have any questions, please contact the undersigned.
Yours truly,
Mark Thompson
Treasurer
PROXY
(THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
ZACHARY BANCSHARES, INC.)
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned
hereby names, constitutes and appoints Leonard Aguillard or Russell
Bankston, with full power of substitution, as attorney and proxy to
appear and vote all of the shares of stock outstanding in my name
at the annual Meeting of the Shareholders of Zachary Bancshares,
Inc. to be held at 4700 Main Street, Zachary, Louisiana on
Thursday, April 11, 1996, at 2:30 P.M., and at any and all
adjournments thereof; and the undersigned hereby revokes any and
all previously executed proxies.
The undersigned hereby instructs the said attorney and
proxy to vote said shares as follows:
To vote FOR the nominations and election to the Board of
Directors nominees named in the Proxy Statement dated March 11,
1996, accompanying the Notice of said meeting and this Proxy
namely:
Class III Directors
(Term expires 1999)
Authority Authority Abstain
Granted Withheld Harry S. Morris, Jr.
Rodney S. Johnson
ANY SHAREHOLDER MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY
LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF ANY NOMINEE.
ANY PROXY WHICH IS EXECUTED BY THE SHAREHOLDER IN SUCH A MANNER AS
NOT TO WITHHOLD AUTHORITY, TO VOTE FOR, OR ABSTENTION SHALL BE
DEEMED TO GRANT SUCH AUTHORITY.
To transact any other business that may properly come before
the meeting.
The Board of Directors of Zachary Bancshares, Inc. does not
know, as of the time this Proxy is solicited, of any other matters
which may be presented at the meeting; however, if any such other
matters should come before the meeting, IT IS THE INTENTION OF THE
PERSON NAMED IN THIS PROXY TO VOTE THE PROXY IN ACCORDANCE WITH HIS
BEST JUDGMENT, UNLESS SUCH AUTHORITY IS WITHHELD.
The undersigned hereby acknowledges receipt of the Proxy
Statement submitted with this Proxy by the Board of Directors of
Zachary Bancshares, Inc., dated March 11, 1996, and acknowledges
that, unless authority is withheld or unless the contrary is so
specified above, the said attorney and proxy shall vote the shares
represented by this Proxy FOR, the nomination and election to the
Board of Directors as named above; and in his discretion in
accordance with his best judgment with respect to any other matters
presented at the meeting.
Dated and signed,on this____________________, 1996
_______________________________________
(Signature of Shareholder)
PLEASE SIGN AND RETURN YOUR PROXY IMMEDIATELY
IN THE ENCLOSED PRE-ADDRESSED STAMPED ENVELOPE
P R O X Y S T A T E M E N T
1 9 9 6
Z A C H A R Y B A N C S H A R E S, I N C.
ZACHARY BANCSHARES, INC.
4700 Main Street
Zachary, LA 70791
1-504-654-2701
March 11, 1996
Dear Shareholders:
Your Board of Directors is pleased to invite you to attend
the Annual Meeting of Shareholders of Zachary Bancshares, Inc. on
April 11, 1996 at 2:30 P.M. The meeting will be held in the Bank
of Zachary, Main Office Lobby at 4700 Main Street, Zachary, LA.
The Notice of Meeting, Proxy Statement and The Annual Report
of the Company for 1995 are enclosed. The business of the meeting
will be: The election of Company Directors and any other business
that may properly come before the meeting.
During the course of the meeting, Management will report on
current activities of The Company and comment on future plans.
Thank you for your interest and consideration.
Sincerely,
Harry S. Morris, Jr.
President & CEO
IMPORTANT
PLEASE SIGN AND RETURN YOUR PROXY IN THE ENCLOSED
ENVELOPE TO AUTHORIZE THE VOTING OF YOUR SHARES.
ZACHARY BANCSHARES, INC.
4700 Main Street
Zachary, LA 70791
1-504-654-2701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of the
Shareholders of ZACHARY BANCSHARES, INC., (herein referred to as
"The Company") Zachary, Louisiana, will be held at 4700 Main
Street, Zachary, LA on Thursday, April 11, 1996 at 2:30 P.M., for
the following purposes:
To elect Directors.
To transact any other business that may properly come before
the meeting.
Shareholders of record as of the close of business on March
11, 1996 will be entitled to receive notice of and to vote at this
meeting. Each shareholder will be entitled to one (1) vote for
each share of stock outstanding as of the record date (March 11,
1996).
If you do not plan to be present at the meeting and wish to
have your share or shares voted by an authorized agent, please date
and sign the enclosed Proxy and return it in the self addressed
envelope which we have enclosed for your convenience. The Proxy is
revocable and may be revoked by you prior to its exercise in
writing. If you elect to revoke your executed proxy, the
revocation may be delivered to Winston E. Canning, Secretary, 4700
Main Street, (P. O. Box 497), Zachary, LA 70791-0497. Your
cooperation and confidence in The Company's management is sincerely
appreciated.
BY ORDER OF THE BOARD OF DIRECTORS
Harry S. Morris, Jr.
President and Chief
Executive Officer
Zachary, Louisiana
March 11, 1996
ZACHARY BANCSHARES, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Zachary
Bancshares, Inc. herein called "The Company", for the Annual
Meeting of the Shareholders which is to be held at 4700 Main
Street, Zachary, Louisiana, at 2:30 P.M. on Thursday, April 11,
1996.
The only shares that may be voted are the outstanding shares
of common stock at the close of business on March 11, 1996, the
record date of the meeting. Each share is entitled to one vote.
Shares held in The Company's Treasury on that date cannot be voted.
The Proxy which is being solicited by this statement on behalf
of the Board of Directors may be revoked in writing prior to its
exercise.
The Board of Directors anticipates that these Proxy materials
will be mailed to shareholders on or about March 11, 1996.
Any shareholder proposals intended to be presented at the next
annual meeting (April 10, 1997) for inclusion in The Company's
Proxy Statement and form of Proxy relating to that meeting must be
submitted not later than December 10, 1996. All proposals shall be
in writing and addressed to the Board of Directors, Zachary
Bancshares, Inc., P. O. Box 497, Zachary, Louisiana 70791-0497.
All costs of soliciting proxies, including the costs of
preparing and mailing this Proxy Statement, will be borne by The
Company. It is anticipated that solicitations will be made only by
mail; however, certain officers and employees of The Company, who
will receive no additional compensation for their services, may
solicit proxies by telephone, telegraph and personally.
No Directors, nominees for election to the Board of Directors
or Officers of The Company has any substantial interest in any
matter to be acted upon at this meeting other than the election to
office.
ZACHARY BANCSHARES, INC. SHALL PROVIDE TO EACH SHAREHOLDER
SOLICITED HEREBY, ON THE WRITTEN REQUEST OF ANY SUCH SHAREHOLDER,
A COPY OF THE COMPANY'S ANNUAL REPORT OR FORM 10-KSB, INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO REQUIRED TO BE FILED
WITH THE SECURITIES EXCHANGE COMMISSION PURSUANT TO ITS REGULATIONS
FOR THE COMPANY'S MOST RECENT FISCAL YEAR. ZACHARY BANCSHARES,
INC. SHALL PROVIDE TO ANY INTERESTED PARTY A COPY OF THE
SUBSIDIARY'S CURRENT ANNUAL DISCLOSURE STATEMENT AS REQUIRED BY
FEDERAL DEPOSIT INSURANCE CORPORATION REGULATION. THE ADDRESS TO
WHICH WRITTEN REQUESTS MAY BE DIRECTED IS AS FOLLOWS:
Zachary Bancshares, Inc.
Post Office Box 497
Zachary, LA 70791-0497
MATTERS TO BE CONSIDERED
At the Annual Meeting of The Company's shareholders, the
matters to be considered will include: The election of Company
Directors and any other business that may properly come before the
meeting.
The Management of The Company knows of no other matters (other
than the election of Directors) which may come before this meeting.
However, if any such matters should properly come before this
meeting, it is the intention of the person named in the enclosed
Proxy to vote the Proxy in accordance with his best judgment.
The shares represented by the Proxy hereby solicited will be
voted in accordance with the specifications made on the face of the
Proxy. No Proxy shall confer authority to vote for the election of
any person to any office for which a bona fide nominee is not named
in this Proxy Statement, or to vote at any annual meeting other
than the next annual meeting (or any adjournment thereof) to be
held after the date on which this Proxy Statement and enclosed
Proxy are first sent or given to shareholders. The matters brought
to the shareholders require a simple majority vote for approval.
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES
As of December 31, 1995, 216,000 shares of Zachary Bancshares,
Inc. Common Stock were authorized and issued. These shares
represent the only class of stock. Each share of stock is entitled
to one (1) vote. The date of record for determining voting rights
at the Shareholders' Meeting is March 11, 1996. The Company does
not, as of March 11, 1996, have any principal shareholder(s) (an
individual or entity who owns more than 5% of the outstanding
shares). Shares held in The Company's Treasury on March 11, 1996
cannot be voted.
EXECUTIVE OFFICERS
Director Morris, Director Canning and Mark Thompson serve The
Company and Bank as Executive Officers. Winston E. Canning serves
The Company as a Director and Secretary and the Bank as a Director
and Chief Lending Officer. Mark Thompson is 49 years old and has
served the Bank as Chief Operational Officer since 1978, Investment
Officer since 1984 and is a Board of Director Advisory Member. Mr.
Thompson is The Company's Treasurer. President and CEO Harry S.
Morris, Jr. and Executive Officer Mark Thompson are married to
sisters.
ELECTION OF DIRECTORS
The Articles of Incorporation of The Company provide that the
number of directors will be set by the By-Laws which currently
provide for a board of not less than five (5) nor more than thirty
(30) persons. The By-Laws provide for three classes of directors,
each class serving a three year term. The By-Laws further allow
the reclassifying of Director Nominees to a term of office that
provides a similar number of Directors in each Class (term).
Director Aguillard has advised he will retire effective April 11,
1996; therefore, the Board, has reclassified Director Nominee
Rodney S. Johnson as a Class III, term expiring 1999. Class III
Directors will be elected at this meeting to serve until 1999, or
until their successors are duly elected and have qualified.
It is the intention of the persons named in the accompanying
Proxy to vote in favor of the election of director nominees named
below. If any nominee becomes unavailable for any reason, the
shares represented by the proxies will be voted for such person, if
any, as may be designated by the Board of Directors. Management has
no reason to believe that any nominee will be unavailable.
The information set forth below and on the following page as
to age, principal occupation or employment and amount and nature of
beneficial ownership of common stock of The Company is furnished
for each nominee for election and each director whose term as a
director will continue after the meeting. Unless otherwise
indicated, (1) all such nominees and directors have been with the
same organization in essentially the same position as listed below
for the past five years, and (2) such nominees and directors own,
with sole voting and investment power, the shares listed. The year
listed under the heading "First Elected Director" indicates the
year in which the nominee or director was elected as a Bank of
Zachary Director (which may be prior to the formation of The
Company).
Shares Percent
Principal Occupation First Beneficially of
Name Age or Employment Elected Owned as of Common
Director Dec.31,1995 Stock
CLASS III (DIRECTOR NOMINEES: TERMS EXPIRE 1999)
Harry S. Morris, Jr.*+@ 50 President and Chief 1974 1,164 .60
(1) Executive Officer
of Bank of Zachary
Rodney S. Johnson# 38 Insurance Agent 1991 100 .05
Shares Percent
Principal Occupation First Beneficially of
Name Age or Employment Elected Owned as of Common
Director Dec.31,1995 Stock
Class I (Directors whose terms expire 1997)
Hardee M.Brian*# 69 Agribusiness 1982 840 .43
Winston E. Canning*+@ 51 Executive Vice President 1984 1,224 .63
(1) of Bank of Zachary
Howard L. Martin, M.D.# 69 Surgeon 1974 567 .29
Class II (Directors whose terms expire 1998)
Russell Bankston*#@ 67 Retired Judge 1971 3,030 1.56
(1)
Albert C. Mill, III, Ph.D.* 52 Portable Embryonics,Inc.1986 1,959 1.00
All directors and executive officers
as a group, 8 persons
8,899 4.59
# Member of Bank Audit Committee
* Member of Bank Finance Committee
+ Member of Bank Investment Advisory Committee
@ Member of Community Reinvestment Act Committee
(1) Shares beneficially owned by Mr. Bankston include 882 owned by his wife.
Mr. Canning's beneficially owned shares include 270 shares which are in his
children's names. Mr. Morris' beneficially owned shares include 114 shares
which are in his children's names.
During 1995, The Company's Board of Directors held a total of five
meetings. The Board of Directors of The Company has no committees. The
Bank's Board of Directors met twelve times during 1995. All Directors
attended ninety-two percent or more of the aggregate number of meetings of
the Board of Directors of The Company, the Bank, and Committee(s) of the
Board of Directors on which they served with the exception of A. C. Mills,
III who attended sixty-seven percent of the Board Meetings and fifty percent
of the Finance Committee meetings. Bank Directors were paid $300 per month
board fee. Directors are allowed two paid absences annually. All Directors
received a $1,000 retainer in 1995. The Board of Directors of the Bank has
a Finance Committee, Audit Committee, Investment Committee and Community
Reinvestment Act (CRA) Committee. The Finance Committee met thirty-two times
during 1995 to consider loan applications presented by the Bank's lending
officers. Non-employee Finance Committee members receive $2,400 annually.
The Audit Committee met twice during 1995. Maximum compensation per Audit
Committee member was $200 in 1995. The Investment Committee's responsibility
is to provide guidance in securities transactions. No compensation is
provided for members of this Committee. The CRA Committee which provides
direction and oversight to the applicable Federal Statutes met three times in
1995, and received no compensation. The various Committee memberships are
indicated in the preceding table.
STOCK OPTION - INCENTIVE PLANS
The company has no outstanding options, warrants or rights granted to
any individual or entity.
TRANSACTIONS WITH MANAGEMENT
The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with directors and officers
on the same terms, including interest rates and collateral on loans, as those
prevailing at the same time for comparable transactions with others and, in
the opinion of the Bank, not involving more than the normal risk of
collectibility or presenting other unfavorable features.
EXECUTIVE COMPENSATION
The following Compensation Table sets forth the Chief Executor Officer's
total compensation.
Summary Compensation Table
Annual Compensation
Name & Principal Year Salary 1 Bonus 1 Other2 All3
Position Annual Other
Comp. Comp.
1995 $103,620 $7,500 $10,089 $4,750
Harry S. Morris, Jr. 1994 92,410 5,000 10,170 4,794
CEO 1993 88,773 5,555 10,709 4,394
1Salary & Bonus - CEO Morris' 1995 salary included $9,240.00 deferred
compensation under Internal Revenue Code, Section 401(K), $4,235.15
automobile benefit and $1,454.28 disability insurance premium.
2Other Annual Compensation - Includes the following:
1995 1994 1993
Bank Contributions to
401(K) Savings Plan
CEO Morris $ 3,484 $2,780 $2,701
Bank Contribution to
Employee Profit Sharing Plan
CEO Morris $6,605 $7,390 $8,008
3All Other Compensation - Includes the following:
1995 1994 1993
Director Compensation
CEO Morris $4,600 $4,600 $4,200
Term Life Insurance
CEO Morris 150 194 194
FINANCIAL STATEMENTS
The consolidated financial statements, management's discussion and
analysis of financial condition and results of operations included in Zachary
Bancshares, Inc. Annual Report to shareholders for the year ended December
31, 1995 are incorporated herein by reference. A copy of such Annual Report
is being mailed with this Proxy Statement to each shareholder of record for
the Annual Meeting.
ACCOUNTING SERVICES
The independent public accounting firm retained by the Board of
Directors is Hannis T. Bourgeois & Co., L.L.P.,(HTB) Certified Public
Accountants. HTB has served as the Bank's principal accounting firm since
1976. It is expected that a representative of HTB will be present at the
Shareholders' Meeting.
HTB performed audit services in 1995 including financial statement
examinations, consultations relevant to regulatory filings, and preparation
of various Federal Tax filings. The accounting firm also performed
professional services in 1995 as deemed necessary by the Audit Committee or
Management. It is expected that HTB will be retained as accountants for The
Company for the year 1996 performing primarily the same services rendered in
1995.
___________________________________________________________
P L E A S E S I G N
A N D R E T U R N
Y O U R P R O X Y
I M M E D I A T E L Y
IN THE ENCLOSED PRE-ADDRESSED POSTAGE PAID ENVELOPE
____________________________________________________________
ZACHARY BANCSHARES, INC. AND SUBSIDIARY
TABLE OF CONTENTS
President's Message.......................................... 2
Independent Auditor's Report................................ 3
Consolidated Balance Sheets
December 31, 1995 and 1994................................ 4
Consolidated Statements of Income
for the years ended December 31, 1995 and 1994............ 5
Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 1995 and 1994............ 6
Consolidated Statements of Cash Flows for the
years ended December 31, 1995 and 1994.................... 7 - 8
Notes to Consolidated Financial Statements
December 31, 1995 and 1994................................ 9 - 21
Condensed Consolidated Balance Sheets
December 31, 1995, 1994, 1993, 1992 and 1991.............. 22
Condensed Consolidated Statements of Income
for the years ended December 31, 1995, 1994, 1993,
1992 and 1991............................................. 23
Average Balance Sheets and Interest Rate Analysis
for the years ended December 31, 1995 and 1994............ 24
Interest Differential
for the year ended December 31, 1995 ..................... 25
Condensed Consolidated Statements of Income
for the quarter periods in the years ended
December 31, 1995 and 1994................................ 26
Management's Discussion and Results of Operation............ 27 - 31
Officers.................................................... 32
Board of Directors.......................................... 32
Bank Locations.............................................. 32
ZACHARY BANCSHARES, INC.
March 11, 1996
Dear Shareholders:
I am happy to report that Zachary Bancshares, Inc. had a net income of
$765,783 in 1995 as compared to $725,236 in 1994. Our Board of Directors
were able to increase our cash dividend per share from $1.35 in 1994 to $1.50
per share in 1995 and our return on average equity was 12.13%.
The Bank's loan to deposit ratio has continued to increase as the Zachary
and Central communities have continued to grow. Most of the Bank's loan growth
has been due to new home construction in the area. Zachary is growing at a 11%
rate as compared to 6% a year for East Baton Rouge Parish. This growth has
caused Wal-Mart to start construction on a Super Wal-Mart. Ryan's Steakhouse
will probably build a restaurant in front of Wal-Mart and many other
businesses, such as Anthony's Limited, are looking at the possibilities of
locating in the area.
The Bank and it's personnel have been very involved in the
development and growth of the community. I have been the Chairman of Team
City, an economic development arm of the Zachary Chamber of Commerce for the
past four years and Melinda White, head of our Note Department, is President-
Elect of the Zachary Chamber of Commerce.
During 1996, we are planning to renovate our Main Office and
add some additional offices. We hope this will not be too much
of an inconvenience to our customers.
We thank you for your continued support and ask that you
recommend the Bank of Zachary whenever possible.
Sincerely,
Harry S. Morris, Jr.
President
HANNIS T. BOURGEOIS & CO., L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
2322 TREMONT DRIVE, SUITE 200
BATON ROUGE, LOUISIANA 70809
(504) 928-4770
January 12, 1996
To the Shareholders
and Board of Directors
Zachary Bancshares, Inc. and Subsidiary
Zachary, Louisiana
We have audited the accompanying Consolidated Balance Sheets
of Zachary Bancshares, Inc. and Subsidiary as of December 31,
1995 and 1994, and the related Consolidated Statements of Income,
Changes in Stockholders' Equity and Cash Flows for the years then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Zachary Bancshares, Inc. and Subsidiary as of December 31,
1995 and 1994, and the results of their operations, changes in
their stockholders' equity and their cash flows for the years
then ended, in conformity with generally accepted accounting
principles.
Respectfully submitted,
/s/ Hannis T. Bourgeois & Co., L.L.P.
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEETS
December 31, 1995 and 1994
ASSETS
1995 1994
Cash and Due from Banks - Note B $ 2,312,940 $ 2,592,065
Interest Bearing Deposits in Other
Institutions 100,102 -
Reserve Funds Sold 2,700,000 2,100,000
Securities Available for Sale (Amortized
Cost of $30,016,679 and $31,162,869) -
Note C 30,074,648 29,685,000
Loans - Note D $30,427,051 $28,241,397
Less: Allowance for Loan Losses - Note E (820,000) (820,000)
$29,607,051 $27,421,397
Bank Premises and Equipment - Note F 935,552 909,465
Other Real Estate 451,770 563,369
Accrued Interest Receivable 584,547 553,417
Other Assets 103,825 583,333
Total Assets $66,870,435 $64,408,046
LIABILITIES
Deposits - Note G:
Noninterest Bearing $11,980,278 $12,192,031
Interest Bearing 47,376,247 46,212,790
$59,356,525 $58,404,821
Accrued Interest Payable 170,278 125,111
Other Liabilities 176,225 199,643
Total Liabilities $59,703,028 $58,729,575
STOCKHOLDERS' EQUITY
Common Stock - $10 par value;
authorized 2,000,000 shares;
issued 216,000 shares - Note H $ 2,160,000 $ 2,160,000
Surplus 1,480,000 1,480,000
Retained Earnings 3,935,807 3,460,525
Unrealized Gain (Loss) on Securities
Available for Sale, Net - Note C 38,260 (975,394)
Treasury Stock - 22,333 Shares,
at Cost (446,660) (446,660)
Total Stockholders' Equity $ 7,167,407 $ 5,678,471
Total Liabilities and Stockholders'
Equity $66,870,435 $64,408,046
The accompanying notes are an integral part of these financial statements.
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF INCOME
for the years ended December 31, 1995 and 1994
1995 1994
Interest Income:
Interest and Fees on Loans $2,626,956 $2,132,999
Interest on Securities 1,832,056 1,950,667
Other Interest Income 225,118 105,328
Total Interest Income $4,684,130 $4,188,994
Interest Expense on Deposits - Note G $1,795,453 $1,356,065
Interest Expense on Borrowings 31,406 -
Total Interest Expense $1,826,859 $1,356,065
Net Interest Income $2,857,271 $2,832,929
Provision (Credit) for Loan Losses - Note E (77,374) (42,338)
Net Interest Income after
Provision for Loan Losses $2,934,645 $2,875,267
Other Income:
Service Charges on Deposit
Accounts $ 512,017 $ 513,064
Gain (Loss) on Securities - Note C (22,950) (122,096)
Other Operating Income 53,597 54,593
Total Other Income $ 542,664 $ 445,561
Income before Other Expenses $3,477,309 $3,320,828
Other Expenses:
Salaries and Employee Benefits -
Note I $1,360,468 $1,251,473
Occupancy Expense 162,470 162,008
Net Other Real Estate Expense (5,147) (28,877)
Other Operating Expenses - Note J 808,223 833,518
Total Other Expenses $2,326,014 $2,218,122
Income before Income Taxes $1,151,295 $1,102,706
Applicable Income Tax - Note K 385,512 377,470
Net Income $ 765,783 $ 725,236
Per Share - Note H:
Net Income $ 3.95 $ 3.75
Cash Dividends $ 1.50 $ 1.35
The accompanying notes are an integral part of these financial statements.
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
for the years ended December 31, 1995 and 1994
1995 1994
Common Stock:
Balance - Beginning and End
of Year $ 2,160,000 $ 2,160,000
Surplus:
Balance - Beginning and End
of Year $ 1,480,000 $ 1,480,000
Retained Earnings:
Balance - Beginning of Year $ 3,460,525 $ 2,996,739
Net Income 765,783 725,236
Cash Dividends (290,501) (261,450)
Balance - End of Year $ 3,935,807 $ 3,460,525
Net Unrealized Gain (Loss) on Securities
Available for Sale:
Balance - Beginning of Year $ (975,394) $ 128,363
Net Change in Unrealized Gain
on Securities Available for Sale 1,013,654 (1,103,757)
Balance - End of Year $ 38,260 $ (975,394)
Treasury Stock:
Balance - Beginning and End of Year $ (446,660) $ (446,660)
The accompanying notes are an integral part of these financial statements.
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1995 and 1994
1995 1994
Cash Flows From Operating Activities:
Net Income $ 765,783 $ 725,236
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Provision (Credit) for Loan Losses (77,374) (42,338)
Provision for Losses on
Other Real Estate - (46,700)
Provision for Depreciation 112,122 119,862
Provision (Credit) for Deferred Tax (8,267) (37,291)
Amortization (Accretion) of Securities
Premiums (Discounts) 60,613 174,072
Dividends on FHLB Stock (5,300) -
(Gain) Loss on Sale of Securities 22,950 122,096
Gain on Sale of Other Real Estate (21,344) (720)
(Increase) Decrease in Interest
Receivable (31,130) (78,027)
(Increase) Decrease in Other Assets (34,409) 196,125
Increase (Decrease) in Interest Payable 45,167 18,488
Increase (Decrease) in Other Liabilities (23,418) 39,259
Net Cash Provided by Operating
Activities $ 805,393 $ 1,190,062
Cash Flows From Investing Activities:
Net (Increase) Decrease in Reserve
Funds Sold $ (600,000) $ 1,400,000
Purchases of Securities (4,252,138) (19,163,297)
Proceeds from Maturities of Securities 2,809,145 6,555,006
Proceeds from Sale of Securities 2,510,920 16,983,893
Net (Increase) Decrease in Loans (2,108,280) (7,231,774)
Purchases of Premises and Equipment (138,209) (72,283)
Sales of Other Real Estate 132,943 137,617
Net Cash Used in Investing
Activities $ (1,645,619) $ (1,390,838)
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
1995 1994
Cash Flows From Financing Activities:
Net Increase (Decrease) in Demand
Deposits, NOW Accounts and Savings
Accounts $ (1,608,097) $ 1,092,765
Net Increase (Decrease)in Certificates
of Deposit 2,559,801 (484,540)
Cash Dividends (290,501) (261,450)
Net Cash Provided by Financing
Activities $ 661,203 $ 346,775
Increase (Decrease) in Cash and Due
from Banks $ (179,023) $ 145,999
Cash and Due from Banks - Beginning of Year 2,592,065 2,446,066
Cash and Due from Banks - End of Year $ 2,413,042 $ 2,592,065
Supplemental Disclosures of Cash Flow
Information:
Noncash Investing Activities:
Other Real Estate Acquired
(Disposed) in Settlement of Loans $ - $ (115,960)
Change in Unrealized Gain (Loss) on
Securities Available for Sale $ 1,535,838 $ (1,672,358)
Change in Deferred Tax Effect on
Unrealized Gain (Loss) on Securities
Available for Sale $ 522,184 $ (568,601)
Cash Payments for:
Interest Paid on Deposits $ 1,750,286 $ 1,337,577
Income Tax Payments $ 440,093 $ 377,000
The accompanying notes are an integral part of these financial statements.
Zachary Bancshares, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995 and 1994
Note A - Summary of Significant Accounting Policies -
The accounting principles followed by Zachary Bancshares, Inc. and
its wholly-owned Subsidiary, Bank of Zachary, are those which are
generally practiced within the banking industry. The methods of applying
those principles conform with generally accepted accounting principles and
have been applied on a consistent basis. The principles which significantly
affect the determination of financial position, results of operations,
changes in stockholders' equity and cash flows are summarized below.
Principles of Consolidation
The consolidated financial statements include the accounts of Zachary
Bancshares, Inc. (the Company), and its wholly-owned subsidiary, Bank of
Zachary (the Bank). All material intercompany accounts and transactions
have been eliminated. Certain reclassifications to previously published
financial statements have been made to comply with current reporting
requirements.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Securities
Securities are being accounted for in accordance with Statement of
Financial Accounting Standards (SFAS) No. 115, Accounting for Investments
in Debt and Equity Securities, which requires the classification of
securities as held to maturity, trading, or available for sale.
Securities classified as held to maturity are those debt securities the
Bank has both the intent and ability to hold to maturity regardless of
changes in market conditions, liquidity needs or changes in general economic
conditions. Securities classified as trading are those securities held for
resale in anticipation of short-term market movements. The Bank had no
securities classified as held to maturity or trading at December 31, 1995.
Securities classified as available for sale are those debt securities
that the Bank intends to hold for an indefinite period of time but not
necessarily to maturity. Any decision to sell a security classified as
available for sale would be based on various factors, including signifi
cant movements in interest rates, changes in the maturity mix of the Bank's
assets and liabilities, liquidity needs, regulatory capital considerations,
and other similar factors. Securities available for sale are carried at fair
value. Unrealized gains or losses are reported as increases or decreases in
stockholders' equity, net of the related deferred tax effect. Realized gains
or losses, determined on the basis of the cost of specific securities sold,
are included in earnings.
Loans
Loans are stated at principal amounts outstanding, less the allowance for
loan losses. Interest on commercial loans is accrued daily based on the
principal outstanding.
The Bank discontinues the accrual of interest income when a loan
becomes 90 days past due as to principal or interest. When a loan is
placed on non-accrual or impaired status, previously recognized but
uncollected interest is reversed to income or charged to the allowance for
loan losses. If the underlying collateral value is sufficient to cover the
principal balance and accrued interest, the Bank may decide to continue the
accrual of interest.
Allowance for Loan Losses
The allowance for loan losses is an amount which in management's
judgment is adequate to absorb potential losses in the loan portfolio.
The allowance for loan losses is based upon management's review and
evaluation of the loan portfolio. Factors considered in the establishment
of the allowance for loan losses include management's evaluation of
specific loans; the level and composition of classified loans; historical loss
experience; results of examinations by regulatory agencies; an internal asset
review process; expectations of future economic conditions and their impact
on particular borrowers; and other judgmental factors.
The allowance for loan losses is based on estimates of potential
future losses, and ultimate losses may vary from the current estimates.
These estimates are reviewed periodically and as adjustments become
necessary, the effect of the change in estimate is charged to
operating expenses in the period incurred. All losses are charged to
the allowance for loan losses when the loss actually occurs or when
management believes that the collectibility of the principal is unlikely.
Recoveries are credited to the allowance at the time of recovery.
Bank Premises and Equipment
Bank premises and equipment are stated at cost less accumulated
depreciation. Depreciation is provided at rates based upon estimated
useful service lives using the straight-line method for financial
reporting purposes and accelerated methods for income tax purposes.
The cost of assets retired or otherwise disposed of and the related
accumulated depreciation are eliminated from the accounts in the year
of disposal and the resulting gains or losses are included in current
operations.
Expenditures for maintenance and repairs are charged to operations
as incurred. Cost of major additions and improvements are capitalized.
Other Real Estate
Other real estate is comprised of properties acquired through foreclosure
or negotiated settlement. The carrying value of these properties is lower
of cost or fair market value. Loan losses arising from the acquisition of
these properties are charged against the allowance for loan losses. Any
subsequent market reductions required are charged to Net Other Real Estate
Expense. Revenues and expenses associated with maintaining or disposing of
foreclosed properties are recorded during the period in which they are
incurred.
Income Taxes
The provision for income taxes is based on income as reported in the
financial statements after interest income from state and municipal
securities is excluded. Also certain items of income and expenses are
recognized in different time periods for financial statement purposes
than for income tax purposes. Thus provisions for deferred taxes are
recorded in recognition of such timing differences.
Deferred taxes are provided on a liability method in accordance with
SFAS No. 109 whereby deferred tax assets are recognized for deductible
temporary differences and operating loss and tax credit carryforwards and
deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts of
assets and liabilities and their tax bases. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is
more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for
the effects of changes in tax laws and rates on the date of enactment.
The corporation and its subsidiary file a consolidated federal
income tax return. In addition, state income tax returns are filed
individually by Company in accordance with state statutes.
Earnings per Common Share
The computation of earnings per share and other per share amounts
of common stock is based on the weighted average number of shares of
common stock outstanding during each year, which is 193,667 in 1995
and 1994.
Statements of Cash Flows
For purposes of reporting cash flows, cash and due from banks includes
cash on hand and amounts due from banks (including cash items in process of
clearing).
Current Accounting Developments
In December, 1991, the Financial Accounting Standards Board issued
Statement No. 107, "Disclosures about Fair Value of Financial Instruments.
"This statement requires disclosure of the fair value of financial
instruments, both assets and liabilities, whether or not such instruments
are recognized in the balance sheet. As it relates to the Company,
financial instruments include primarily cash equivalents, securities,
loans, and deposits. SFAS No. 107 was adopted by the Company for the
fiscal year ended December 31, 1995. Referenc should be made to Note M
regarding the adoption of this statement.
The Financial Accounting Standards Board has issued Statement No.
114, "Accounting by Creditors for Impairment of a Loan", which became
effective for years beginning after December 15, 1994. The Statement
generally requires impaired loans to be measured on the present value
of expected future cash flows discounted at the loan's effective
interest rate, or as an expedient, at the loan's observable market
price or the fair value of the collateral if the loan is collateral
dependent. A loan is impaired when it is probable the creditor will
be unable to collect all contractual principal and interest payments
due in accordance with the terms of the loan agreement. Reference
should be made to Note D regarding the application of this statement.
Note B - Cash and Due from Banks -
The Bank is required by state law to maintain average cash reserve
balances. The amounts of required reserves at December 31, 1995 and
1994 were approximately $411,000 and $405,000, respectively.
Note C - Securities -
Amortized cost amounts and fair values of securities available for
sale at December 31, 1995 and 1994 are summarized as follows:
1995
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
U.S. Treasury
Securities $ 3,999,167 $ 20,464 $ (13,061) $ 4,006,570
Securities of Other
U.S. Government
Agencies 14,073,850 142,885 (2,885) 14,213,850
Mortgage-Backed
Securities 3,936,765 71,047 - 4,007,812
Collateralized
Mortgage Obliga-
tions 7,792,897 - (160,481) 7,632,416
Equity Securities 214,000 - - 214,000
$30,016,679 $ 234,396 $ (176,427) $30,074,648
1994
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
U.S. Treasury
Securities $ 4,002,523 $ - $ (192,853) $ 3,809,670
Securities of Other
U.S. Government
Agencies 13,116,107 - (337,837) 12,778,270
Mortgage-Backed
Securities 5,261,137 32,777 (234,178) 5,059,736
Collateralized
Mortgage Obliga-
tions 8,783,102 - (745,778) 8,037,324
Total $31,162,869 $ 32,777 $(1,510,646) $29,685,000
The amortized cost and fair values of securities available for sale
as of December 31, 1995 by contractual maturity are shown below.
Maturities may differ from contractual maturities in mortgage-backed
securities and collateralized mortgage obligations because the mortgages
underlying the securities may be called or repaid without any penalties.
Therefore, these securities are not included in the maturity categories in
the following maturity summary.
AMORTIZED FAIR
COST VALUE
Within One Year $ 8,027,342 $ 8,046,280
One to Five Years 10,045,675 10,174,140
$18,073,017 $18,220,420
Securities available for sale with a fair value of $11,774,009 and
$11,575,670 at December 31, 1995 and 1994, were pledged as collateral on
public deposits and for other purposes as required or permitted by law.
The Company has invested in Federal Home Loan Bank Stock which is
included in Equity Securities and is reflected at the lower of cost
or market in these financial statements. The cost of these securities was
$214,000 with unrealized gains of -0- at December 31, 1995.
Gross realized gains and losses from the sale of securities for the
years ended December 31, 1995 and 1994 are as follows:
1995 1994
Realized Gains $ 38,659 $ 24,339
Realized Losses (61,609) (146,435)
$ (22,950) $ (122,096)
Note D - Loans -
An analysis of the loan portfolio at December 31, 1995 and 1994, is
as follows:
1995 1994
Real Estate Loans - Construction $ 2,380,561 $ 2,441,270
Real Estate Loans - Mortgage 22,117,255 20,492,858
Loans to Farmers 54,043 14,039
Commercial and Industrial Loans 2,298,901 2,430,331
Loans to Individuals 2,865,982 2,703,428
All Other Loans 710,309 159,503
Total Loans $30,427,051 $28,241,429
Unearned Income - (32)
$30,427,051 $28,241,397
The Bank had non-performing loans on a non-accrual basis totaling
approximately $214,200 and $178,700 at December 31, 1995 and 1994,
respectively. The Bank recognized $16,002 and $5,488 in interest income
relating to these loans during the years ended December 31, 1995
and 1994. Had the loans been performing, approximately $10,200 and
$22,100 of additional interest income would have been recognized for
the years ended December 31, 1995 and 1994. Loans contractually past
due 90 days or more, in addition to loans on non-accrual, were $-0-
at December 31, 1995 and 1994, respectively. The Company has no
impaired loans at December 31, 1995, in accordance with SFAS No. 114.
The Bank is permitted under the laws of the State of Louisiana to
make extensions of credit to its executive officers, directors and
their affiliates in the ordinary course of business. The amount of
such related party loans was $1,070,683 and $1,267,975 at December 31, 1995
and 1994, respectively. An analysis of the aggregate of these loans for
1995, is as follows:
Balance - Beginning of Year $ 1,267,975
New Loans 449,317
Repayments 646,609
Balance - End of Year $ 1,070,683
Note E - Allowance for Loan Losses -
Following is a summary of the activity in the allowance for loan losses:
1995 1994
Balance - Beginning of Year $ 820,000 $ 819,047
Current Provision (Credit) from Income (77,374) (42,338)
Recoveries of Amounts Previously
Charged Off 96,858 83,627
Amounts Charged Off (19,484) (40,336)
Balance - End of Year $ 820,000 $ 820,000
Ratio of Reserve for Possible Loan
Losses to Non-Performing Loans
at End of Year 382.82% 458.87%
Ratio of Reserve for Possible Loan
Losses to Loans Outstanding at
at End of Year 2.70% 2.90%
Ratio of Net Loans Charged Off to
Average Loans Outstanding for
the Year (.26)% (.18)%
Note F - Bank Premises and Equipment -
Bank premises and equipment costs and the related accumulated de-
preciation at December 31, 1995 and 1994, are as follows:
ACCUMULATED
ASSET COST DEPRECIATION NET
December 31, 1995:
Land $ 450,908 $ - $ 450,908
Bank Premises 736,865 436,466 300,399
Furniture and Equipment 1,102,351 918,106 184,245
$2,290,124 $1,354,572 $ 935,552
December 31, 1994:
Land $ 450,908 $ - $ 450,908
Bank Premises 685,670 418,831 266,839
Furniture and Equipment 1,037,689 845,971 191,718
$2,174,267 $1,264,802 $ 909,465
The provision for depreciation charged to operating expenses was
$112,122 and $119,862, respectively, for the years ended December 31,
1995 and 1994.
Note G - Deposits -
Following is a detail of deposits:
1995 1994
Demand Deposit Accounts $11,980,278 $12,192,031
NOW and Super NOW Accounts 7,723,607 7,377,218
Money Market Accounts 5,390,808 6,777,381
Savings Accounts 7,105,549 7,461,709
Certificates of Deposit Over $100,000 9,581,163 7,062,425
Certificates of Deposit 17,575,120 17,534,057
$59,356,525 $58,404,821
Interest expense on certificates of deposit over $100,000 for the
years ended December 31, 1995 and 1994, amounted to $327,842 and
$246,645, respectively.
Public fund deposits at December 31, 1995 and 1994, were $7,109,057
and $5,618,654, respectively.
Note H - Stockholders' Equity and Regulatory Matters -
Dividends are paid by the Company from its assets which are provided
primarily by dividends from the Bank. Dividends are payable only out of
retained earnings and current earnings of the Company. Certain restrictions
exist regarding the ability of the Bank to transfer funds to the Company in
the form of cash dividends. Louisiana statutes require approval to pay
dividends in excess of a state bank's earnings in the current year plus
retained net profits for the preceding year. As of January 1, 1996, the
Bank had retained earnings of $4,607,964 of which $872,477 was available for
distribution without prior regulatory approval.
The Bank is also required to maintain minimum amounts of capital to
total risk weighted assets, as required by banking regulators. At
December 31, 1995, the Bank is required to have minimum Tier 1 and
Total Capital ratios of 4.00% and 8.00%, respectively. The Bank's
actual ratios at that date were 26.27% and 27.52%, respectively. The
Bank's Leverage Ratio at December 31, 1995, was 10.13%.
Under current regulations, the Bank is limited in the amount it may
loan to its Parent. Loans to the Parent may not exceed 10% of the
Bank's capital and surplus. There were no loans outstanding at
December 31, 1995 and 1994.
Note I - Employee Benefit Plans -
The Bank of Zachary has a defined contribution Profit Sharing Plan
and Trust for its qualified employees. Each year the Board of Directors of
the Bank determines the Bank's contribution. No contribution is required
by qualified participants. Contributions charged to expense for this plan
were $49,070 and $55,266 for the years ended December 31, 1995 and 1994.
In addition, the Bank has a 401(K) plan for those employees who
meet the necessary eligibility requirements. Covered employees may
voluntarily contribute 1% to 15% of gross pay to the plan. The Bank
matched one-half of the employee's contribution to a maximum of 7% of
gross pay in 1995 and to a maximum of 6% in 1994. Contributions
charged to expense for this plan were $30,930 and $24,734 for the
years ended December 31, 1995 and 1994, respectively.
Note J - Other Operating Expenses -
An analysis of Other Operating Expenses for the years ended
December 31, 1995 and 1994, is as follows:
1995 1994
Regulatory Assessments $ 80,827 $ 142,362
Computer Service Fees 87,796 90,286
Equipment 176,987 188,007
Professional Fees 61,231 57,511
Public Relations and Advertising 44,381 53,326
Other 357,001 302,026
$ 808,223 $ 833,518
Note K - Income Tax -
The total provision for income taxes charged to income amounted to
$385,512 and $377,470 for 1995 and 1994, respectively. The provisions
represent effective tax rates of 34% in 1995 and 1994.
Following is a reconciliation between income tax expense based on
the federal statutory tax rates and income taxes reported in the
statements of income.
1995 1994
Income Taxes Based on Statutory
Rate - 34% in 1995 and 1994 $ 391,440 $ 374,920
Other - Net (5,928) 2,550
$ 385,512 $ 377,470
The components of consolidated income tax expense (benefits) are:
Provision for Current Taxes $ 393,779 $ 414,761
Provision (Credit) for Deferred Taxes (8,267) (37,291)
$ 385,512 $ 377,470
A deferred income tax asset of $19,291 and $533,208 is included in
other assets at December 31, 1995 and 1994, respectively.
The deferred tax provision consists of the following timing differences:
1995 1994
Accumulated Depreciation for Tax Reporting
in Excess of Amount for Financial Reporting $ (5,318) $ (8,181)
Provision for Loan Losses for Financial
Reporting in Excess of Amount for
Tax Reporting - (324)
Other Real Estate Write-offs for Financial
Reporting in Excess of Amount for Tax
Reporting 3,536 18,091
Accretion Income for Financial
Reporting in Excess of Tax Reporting 9,883 4,123
Provision for Deferred Leave for
Financial Reporting in Excess of
the Amount for Tax Reporting (7,990) (51,000)
Hospitalization Expense for Financial
Reporting in Excess of Amount for
Tax Reporting (8,378) -
$ (8,267) $ (37,291)
The net deferred tax asset and liability consist of the following
components at December 31, 1995 and 1994:
1995 1994
Depreciation $ (39,123) $ (44,441)
Provision for Loan Losses 25,316 25,316
Other Real Estate - 3,536
Accretion Income (14,327) (4,678)
Deferred Leave 58,756 51,000
Self-Insured Hospitalization Plan 8,378 -
Unrealized (Gain) Loss on Securities
Available for Sale (19,709) 502,475
Total Deferred Tax Asset (Liability) $ 19,291 $ 533,208
Note L - Off-Balance-Sheet Instruments -
The Company is a party to financial instruments with off-balance-sheet
risk in the normal course of business to meet the financing needs of its
customers. These financial instruments include commitments to extend
credit and letters of credit. Those instruments involve, to varying
degrees, elements of credit risk in excess of the amount recognized in the
balance sheets.
The Company's exposure to credit loss in the event of nonperformance by
the other party to the financial instrument for commitments to extend
credit and letters of credit is represented by the contractual amount of
those instruments. The Bank uses the same credit policies in making commit
ments and conditional obligations as they do for on-balance-sheet instru
ments. In the normal course of business the Bank has made commitments to
extend credit of $3,185,199 at December 31, 1995. This amount in
cludes unfunded loan commitments aggregating $3,141,901 and letters
of credit of $43,298.
The Bank has an outstanding line of credit for the purchase of
Federal Funds with a Banker's Bank in the amount of $1,500,000. No
funds were drawn on this line at December 31, 1995.
The Bank maintains an open line of credit with the Federal Home
Loan Bank of Dallas to assist in maintaining short-term liquidity.
The total line of credit available with the Federal Home Loan Bank at
December 31, 1995 amounts to approximately $4,348,000. No funds were
drawn on this line at December 31, 1995.
Note M - Fair Value of Financial Instruments -
The following methods and assumptions were used to estimate the
fair value of each class of financial instruments for which it is
practicable to estimate that value:
Cash and Short-Term Investments - For those short-term instruments,
the carrying amount is a reasonable estimate of fair value.
Securities - Fair value of securities held to maturity and available for
sale is based on quoted market prices or dealer notes. If a quoted market
price is not available, fair value is estimated using quoted market prices
for similar securities.
Loans - The fair value for loans is estimated using discounted cash
flow analyses, with interest rates currently being offered for similar
loans to borrowers with similar credit rates. Loans with similar
classifications are aggregated for purposes of the calculations. The
allowance for loan loss which was used to measure the credit risk, is
subtracted from loans.
Deposits - The fair value of demand deposits, savings account, and
certain money market deposits is the amount payable at the reporting
date. The fair value of fixed-maturity certificates of deposit is
estimated using discounted cash flow analyses, with interest rates
currently offered for deposits of similar remaining maturities.
Commitments to Extend Credit and Standby Letters of Credit - The
fair values of commitments to extend credit and standby letters of
credit were not significant.
The estimated approximate fair values of the Bank's financial in-
struments as of December 31, 1995 are as follows:
1995
CARRYING FAIR
AMOUNT VALUE
Financial Assets:
Cash and Short-Term Investments $ 5,113,042 $ 5,113,042
Securities 30,074,648 30,074,648
Loans-Net 29,607,051 30,226,000
$64,794,741 $65,413,690
Financial Liabilties:
Deposits $59,356,525 $57,524,278
Note N - Concentrations of Credit -
The majority of the Bank's business activities are with customers in
the Bank's market area, which consists primarily of East Baton Rouge
and adjacent parishes. The majority of such customers are depositors
of the Bank. The concentrations of credit by type of loan are shown
in Note D. Most of the Bank's credits are to individuals and small
businesses secured by real estate. The Bank, as a matter of policy,
does not extend credit to any single borrower or group of related borrowers
in excess of $750,000.
Note O - Contingencies -
In the normal course of business, the Company is involved in various
legal proceedings. In the opinion of management and counsel, any
liability resulting from such proceedings would not have a material
adverse effect on the Company's financial statements.
Note P - Financial Information - Parent Company Only -
The financial statements for Zachary Bancshares, Inc. (Parent
Company) are presented below:
BALANCE SHEETS
December 31, 1995 and 1994
1995 1994
Assets:
Cash $ 321,183 $ 256,611
Investment in Subsidiary 6,846,224 5,421,860
Due from Subsidiary - 33,638
Other Assets 12,676 -
Total Assets $7,180,083 $5,712,109
Liabilities:
Due to Subsidiary $ 12,676 $ -
Income Tax Payable - 33,638
Total Liabilities $ 12,676 $ 33,638
Stockholders' Equity:
Common Stock $2,160,000 $2,160,000
Surplus 1,480,000 1,480,000
Retained Earnings 3,974,067 2,485,131
Treasury Stock (446,660) (446,660)
Total Stockholders' Equity $7,167,407 $5,678,471
Total Liabilities and Stockholders'
Equity $7,180,083 $5,712,109
STATEMENTS OF INCOME
for the years ended December 31, 1995 and 1994
1995 1994
Income:
Dividend from Subsidiary $ 375,000 $ 266,500
Expenses:
Operating Expenses 23,915 11,729
Income before Equity in Undistributed
Net Income of Subsidiary $ 351,085 $ 254,771
Equity in Undistributed Net Income
of Subsidiary 410,710 461,767
Net Income before Income Taxes $ 761,795 $ 716,538
Applicable Income Tax Expense (Benefit) (3,988) (8,698)
Net Income $ 765,783 $ 725,236
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1995 and 1994
1995 1994
Cash Flows From Operating Activities:
Net Income $ 765,783 $ 725,236
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Equity in Undistributed Net Income
of Subsidiary (410,710) (461,767)
(Increase) Decrease in Receivable
From Subsidiary 33,638 (33,638)
(Increase) Decrease in Other Assets (12,676) 4,124
Increase (Decrease) in Due to Subsidiary 12,676 (10,293)
Increase (Decrease) in Income Tax Payable (33,638) 33,638
Net Cash Provided by Operating
Activities $ 355,073 $ 257,300
Cash Flows From Financing Activities:
Dividends Paid $ (290,501) $ (261,450)
Net Cash Used in Financing
Activities $ (290,501) $ (261,450)
Net Increase (Decrease) in Cash $ 64,572 $ (4,150)
Cash - Beginning of Year 256,611 260,761
Cash - End of Year $ 321,183 $ 256,611
Zachary Bancshares, Inc. and Subsidiary
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 1995, 1994, 1993, 1992 and 1991
ASSETS
1995 1994
Cash and Due from Banks $ 2,413,042 $ 2,592,065
Securities 32,774,648 31,785,000
Loans 29,607,051 27,421,397
Other Assets 2,075,694 2,609,584
Total Assets $66,870,435 $64,408,046
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $59,356,525 $58,404,821
Other Liabilities 346,503 324,754
Stockholders' Equity 7,167,407 5,678,471
Total Liabilities
and Stockholders' Equity $66,870,435 $64,408,046
Selected Ratios:
Loans to Assets 44.27% 42.57%
Loans to Deposits 49.88% 46.95%
Deposits to Assets 88.76% 90.68%
Equity to Assets 10.72% 8.82%
Return on Average Assets 1.14% 1.11%
Return on Average Equity 12.13% 12.19%
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 1995, 1994, 1993, 1992 and 1991
(continued)
ASSETS
1993 1992 1991
Cash and Due from Banks $ 2,446,066 $ 3,024,506 $ 2,393,643
Securities 39,529,128 41,367,443 37,632,028
Loans 20,031,325 17,906,420 18,671,743
Other Assets 2,448,210 3,067,072 3,198,764
Total Assets $64,454,729 $65,365,441 $61,896,178
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $57,796,596 $59,530,969 $56,247,896
Other Liabilities 339,691 302,331 668,112
Stockholders' Equity 6,318,442 5,532,141 4,980,170
Total Liabilities and
Stockholders' Equity $64,454,729 $65,365,441 $61,896,178
Selected Ratios:
Loans to Assets 31.08% 27.39% 30.17%
Loans to Deposits 34.66% 30.08% 33.19%
Deposits to Assets 89.67% 91.07% 90.87%
Equity to Assets 9.80% 8.46% 8.05%
Return on Average Assets 1.36% 1.19% 1.28%
Return on Average Equity 15.34% 15.10% 16.77%
Zachary Bancshares, Inc. and Subsidiary
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
for the years ended December 31, 1995, 1994, 1993, 1992 and 1991
1995 1994
Interest Income $ 4,684,130 $ 4,188,994
Interest Expense 1,826,859 1,356,065
Net Interest Income $ 2,857,271 $ 2,832,929
Provision (Credit) for Loan Losses (77,374) (42,338)
Net Interest Income after Provision
for Loan Losses $ 2,934,645 $ 2,875,267
Other Income 542,664 445,561
Other Expenses 2,326,014 2,218,122
Income before Income Taxes $ 1,151,295 $ 1,102,706
Applicable Income Tax Expense (Benefit) 385,512 377,470
Net Income $ 765,783 $ 725,236
Per Share:
Net Income $ 3.95 $ 3.75
Cash Dividends $ 1.50 $ 1.35
Book Value - End of Year $ 37.01 $ 29.32
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
for the years ended December 31, 1995, 1994, 1993, 1992 and 1991
(continued)
1993 1992 1991
Interest Income $ 4,165,960 $ 4,636,137 $ 4,979,984
Interest Expense 1,333,250 1,832,414 2,688,535
Net Interest Income $ 2,832,710 $ 2,803,723 $ 2,291,449
Provision (Credit) for Loan Losses - 134,272 286,186
Net Interest Income after
Provision for Loan Losses $ 2,832,710 $ 2,669,451 $ 2,005,263
Other Income 658,679 784,851 1,030,503
Other Expenses 2,140,574 2,307,663 2,080,497
Income before Income Taxes $ 1,350,815 $ 1,146,639 $ 955,269
Applicable Income Tax Expense(Benefit) 460,478 383,000 196,802
NET INCOME $ 890,337 $ 763,639 $ 758,467
PER SHARE:
Net Income $ 4.60 $ 3.94 $ 3.90
Cash Dividends $ 1.20 $ 1.00 $ .60
Book Value - End of Year $ 32.63 $ 28.57 $ 25.60
Zachary Bancshares, Inc. and Subsidiary
AVERAGE BALANCE SHEETS AND INTEREST RATE ANALYSIS
for the years ended December 31, 1995 and 1994
1995
INTEREST AVERAGE
AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE
ASSETS
Interest Earning Deposits and
Reserve Funds Sold $ 3,941,000 $ 225,118 5.71%
Securities:
Taxable 28,991,000 1,832,056 6.32
Loans-Net 30,284,000 2,626,956 8.67
Total Earning Assets $63,216,000 $4,684,130 7.41%
Allowance for Loan Losses (830,000)
Nonearning Assets 4,779,000
Total Assets $67,165,000
LIABILITIES AND STOCKHOLDERS' EQUITY
FHLB Borrowings $ 500,000 $ 31,406 6.28%
Savings and NOW Accounts 15,355,000 421,797 2.75
Insured Money Market Accounts 6,493,000 134,794 2.08
Certificates of Deposit 25,692,000 1,238,862 4.82
Total Interest Bearing
Liabilities $48,040,000 $1,826,859 3.80%
Demand Deposits 12,259,000
Other Liabilities 554,000
Stockholders' Equity 6,312,000
Total Liabilities and
Stockholders' Equity $67,165,000
Net Interest Income - Tax Equivalent Basis $2,857,271
Tax Equivalent Adjustment
Net Interest Income $2,857,271
Net Interest Income - Spread 3.61%
Net Interest Income as a % of Total Earning Assets 4.52%
AVERAGE BALANCE SHEETS AND INTEREST RATE ANALYSIS
for the years ended December 31, 1995 and 1994
(continued)
1994
INTEREST AVERAGE
AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE
ASSETS
Interest EArning Deposits and
Reserve Funds Sold $ 2,719,000 $ 105,328 3.87%
Securities:
Taxable 34,273,000 1,950,667 5.69
Loan-Net 23,877,000 2,132,999 8.93
Total Earning Assets $60,869,000 $4,188,994 6.88%
Allowance for Loan Losses (830,000)
Nonearning Assets 5,061,000
Total Assets $65,100,000
LIABILITIES AND STOCKHOLDERS' EQUITY
FHLB Borrowings $ - $ - - %
Savings and NOW Accounts 15,364,000 343,457 2.24
Insured Money Market Accounts 6,723,000 132,424 1.97
Certificates of Deposit 24,713,000 880,184 3.56
Total Interest Bearing
Liabilities $46,800,000 $1,356,065 2.90%
Demand Deposits 11,866,000
Other Liabilities 485,000
Stockholders' Equity 5,949,000
Total Liabilities and
Stockholder's Equity $65,100,000
Net Interest Income $2,832,929
Net Interest Income - Spread 3.98%
Net Interest Income as a % of Total Earning Assets 4.65%
Zachary Bancshares, Inc. and Subsidiary
INTEREST DIFFERENTIAL
for the year ended December 31, 1995
1995 OVER 1994
CHANGE TOTAL
ATTRIBUTABLE TO INCREASE
VOLUME RATE (DECREASE)
Interest Earning Assets:
Reserve Funds Sold $ 58,526 $ 61,264 $ 119,790
Securities (317,538) 198,927 (118,611)
Loans 564,091 (70,134) 493,957
Total Interest Income $ 305,079 $ 190,057 $ 495,136
Interest Bearing Liabilities:
Bank Borrowings $ 31,406 $ - $ 31,406
Savings and NOW Accounts (109) 78,449 78,340
Insured Money Market Accounts (4,778) 7,148 2,370
Certificates of Deposit 41,073 317,605 358,678
Total Interest Expense $ 67,592 $ 403,202 $ 470,794
Increase (Decrease) in Interest
Differential $ 237,487 $(213,145) $ 24,342
Note: The change in interest due to both volume and rate changes has
been allocated equally between volume and rate.
Zachary Bancshares, Inc. and Subsidiary
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
for the quarter periods in the years ended December 31, 1995 and 1994
1995
4TH 3RD 2ND 1ST
QUARTER QUARTER QUARTER QUARTER
Interest Income $1,203,163 $1,163,324 $1,170,741 $1,146,902
Interest Expense 462,673 481,088 458,911 424,187
Net Interest Income $ 740,490 $ 682,236 $ 711,830 $ 722,715
Provision (Credit) for
Loan Losses (61,205) - (16,169) -
Net Interest Income
after Provision
for Loan Losses $ 801,695 $ 682,236 $ 727,999 $ 722,715
Other Income 134,999 136,306 137,387 133,972
Other Expenses 572,251 553,248 609,260 591,255
Income before
Income Taxes $ 364,443 $ 265,294 $ 256,126 $ 265,432
Applicable Income Tax
Expense 120,550 91,175 86,375 87,412
Net Income $ 243,893 $ 174,119 $ 169,751 $ 178,020
Per Share:
Net Income $ 1.25 $ .90 $ .88 $ .92
Cash Dividends $ .85 $ - $ .65 $ -
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
for the quarter periods in the years ended December 31, 1995 and 1994
(continued)
1994
4TH 3RD 2ND 1ST
QUARTER QUARTER QUARTER QUARTER
Interest Income $1,167,245 $1,056,095 $ 986,654 $ 979,000
interest Expense 369,238 341,370 321,170 324,287
Net Interest Income $ 798,007 $ 714,725 $ 665,484 $ 654,713
Provision (Credit) for
Loan Losses (42,338) - - -
Net Interest Income
after Provision
for Loan Losses $ 840,345 $ 714,725 $ 665,484 $ 654,713
Other Income 81,478 57,695 141,575 164,813
Other Expenses 522,569 537,396 590,247 567,910
Income before
Income Taxes $ 399,254 $ 235,024 $ 216,812 $ 251,616
Applicable Income Tax
Expense 135,340 80,500 68,630 93,000
Net Income $ 263,914 $ 154,524 $ 148,182 $ 158,616
Per Share:
Net Income $ 1.36 $ .80 $ .77 $ .82
Cash Dividends $ .75 $ - $ .60 $ -
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL OPERATIONS AND RESULTS OF OPERATIONS
The Company evaluates its financial strength through continual review of
management, asset quality, capital, earnings and liquidity. The Company
continuously addresses each area on an individual and corporate basis. The
following Management's Discussion and Analysis relates to the Company's
financial position for the years 1995 and 1994. This information is a part
of and should be read in conjunction with the Financial Statements and
related Notes. The Company is unaware of any trends, uncertainties or events
which would or could have a material impact on future operating results,
liquidity or capital.
CAPITAL
The Company's capital continues to exceed regulatory requirements and peer
group averages. Regulatory Risk Based Capital requirements for 1995 and 1994
were 8.0%. Regulatory Leverage Ratio requirements were 4% for the same time
period. The Company's 1994 Equity to Assets Ratio (below) includes the effect
of the Unrealized Loss ($975,394) on Securities discussed in Note C. The
Company's ratios as of December 31 are as follow:
1995 1994
Risk Based Capital Ratio 24.52% 24.78%
Leverage Ratio 10.13% 9.82%
Equity to Assets Ratio 10.71% 8.82%
Earnings will continue to be The Company's main source of capital growth.
Management is committed to capital growth through earnings retention. An
earnings retention ratio is the percentage of current earnings retained within
the capital structure. The Company's earnings retention ratios at December
31 are as follows:
Shareholder Retention
Net Income Dividends Ratio
1995 $765,783 $290,500 62%
1994 $725,236 $261,450 64%
The Company distributed to shareholders, cash dividends of $1.50 and
$1.35 per share in 1995 and 1994, respectively.
LIQUIDITY
Liquidity management is the process of ensuring that the Bank's assets
and liabilities are appropriately structured. The Company's short-term
and long-term liquidity is provided by two sources: core deposits and an
adequate level of assets readily convertible to cash. Management continually
monitors the balance sheet to insure its ability to meet current and future
depositor requirements and loan funding commitments. The Company does not
anticipate difficulties in meeting funding obligations.
RESULTS OF OPERATIONS
Overview
Zachary Bancshares, Inc.'s (ZBI) net income for 1995 was $765,783 compared
to $725,236 for 1994. ZBI's income stream is from core banking products and
services. ZBI continues to benefit from improvements in our regional and
local economies and expects these trends to continue. The following table
indicates ZBI equity position and balance sheet trends. The 1994 Equity
decrease reflects the FASB 115 Unrealized Loss on Securities of $(975,394).
The corresponding 1995 amount is $57,969; therefore, net change effect upon
equity is $1,033,363.
Growth Trends
(year to year in $ and %)
95 to 94 94 to 93
Stockholders' Equity $1,483,936 or 26.2% $(639,971) or -10.1%
Average Assets $2,065,000 or 3.2% $(223,000) or - .3%
Earnings Analysis
The Company's 1995 Net Interest Income increased slightly. Net Interest
Income in 1995 was $2,857,271 compared to $2,832,949 for 1994.
Average Earning Assets were $63,216,000 in 1995 compared to $60,869,000
in 1994. The following table depicts The Company's average earning assets
components in thousands of dollars and the respective percentage relationship.
1995 1994
Reserve & FHLB Funds $ 3,914 06% $ 2,719 05%
Securities 28,991 46% 34,273 56%
Loans (Net) 30,284 48% 23,877 39%
Avg. Earning Assets $63,216 100% $60,869 100%
The previous table indicates average earning assets stability. Management
actively pursued increases in The Company's loan portfolio in 1994 and 1995.
The majority of The Company's new loans are secured by local, single family
dwellings, with a fixed rate and 5 year balloon repricing terms.
Average deposit liabilities were $60,299,000 in 1995 compared to
$58,666,000 in 1994. The following table depicts ZBI's average deposit
liabilities components and the respective percentage relationship, dollars
in thousands.
1995 1994
FHLB Borrowings $ 500 1% $ 0
Demand Deposits 12,259 20% 11,866 20%
Savings & NOW 15,355 25% 15,364 26%
Money Market 6,493 11% 6,723 11%
Certificates 25,692 43% 24,713 43%
Avg. Depositor Liability $60,299 100% $58,666 100%
As interest rates decreased in recent years, depositors have moved
funds from the longer maturities (Certificates) into shorter maturities.
Management expects an increase in market rates may influence depositors to
return some funds to longer term Certificates. Management remains committed
to accepting only trade area deposits, which have core deposit character
istics.
The Company's Net Interest Spread and Margin are shown below. Net Interest
Spread is the difference between the yield on earning assets and
the cost of funding. Net Interest Margin is interest income as a percent
of average earning assets.
1995 1994
Net Interest Spread 3.61% 3.98%
Net Interest Margin 4.52% 4.65%
The Company's interest rate sensitivity is modeled in the following GAP
Analysis Table. The Table depicts Management's measurement of the average
balance sheet interest rate sensitivity GAP at December 31, 1995. Interest
rate sensitivity results from the timing differences at which assets
and liabilities may be repriced as market rates change. The Company also
utilizes other measurement techniques to analyze interest rate sensitivity.
GAP Analysis Table
(Dollars in Thousands, @ book)
0-365 1-3 3+ Non Interest Total
Days Years Years Bearing
Assets
Cash & Funds $ 2,800 $ - $ - $ - $ 2,800
Securities 13,718 13,059 3,297 - 30,074
Loans 7,154 5,643 17,630 - 30,427
Other Assets - - - 3,569 3,569
Total Assets $23,672 $18,702 $20,927 $3,569 $66,870
Liabilities
Transfer Accts $ 5,391 $ 4,635 $3,091 $ - $13,117
Savings - 4,263 2,843 - 7,106
Certificates 21,151 5,085 917 - 27,153
Other Liabilities
& Capital $ - $ - $ - $19,494 $19,494
Total Liabilities
& CAPITAL $26,542 $13,983 $ 6,851 $19,494 $66,870
Cumulative GAP $(2,870) $ 1,849 $15,925 $ -0-
The Company sold Securities in 1994 resulting in a $122,950 cumulative
loss; sales in 1995 resulted in a $22,950 cumulative loss. In both years,
The Company was repositioning the Securities Portfolio to enhance future
earnings, sell less marketable items and/or effect the Asset-Liability
position.
Allowance and Provision for Loan Losses
The Allowance for Loan Losses is the amount Management determines neces
sary to reduce loans to their estimated collectible amounts and to provide
for future losses in certain loans which are currently unidentified.
The Provision for Loan Losses is the amount charged to current earnings
which are contributed to the Allowance, hereby maintaining the Allowance's
integrity. The Company had a negative 1995 Provision of $77,374, (see
Note E). The following table reflects year end Allowance and Provision
totals:
1995 1994
Allowance for Losses $820,000 $820,000
Provision for Losses $(77,374) $(42,338)
Management utilizes diversification by loan type, borrower, purpose and
industry in combination with individual credit standards to balance the
Company's credit risks. Loans are reviewed to facilitate identification
and monitoring of potentially deteriorating credits. Management considers
the current Allowance adequate to absorb potential losses.
Non-Performing Assets
Non-performing assets include non-accrual loans, restructured loans and
foreclosed assets. Loans are placed on non-accrual when a borrower's financial
position has weakened or the ability to comply with contractual
agreements becomes reasonably doubtful. Restructured loans have had original
contractual agreements renegotiated because of the borrower's apparent
inability to fulfill the contract. In-substance foreclosure loans
have not been foreclosed upon or dationed; however, the collateral securing
these loans, in Management's opinion, have substantially the same
characteristics as Other Real Estate and may become Other Real Estate.
Therefore, all loans classified as in-substance, are carried in Other Real
Estate totals. Other Real Estate, by State Law, is carried at the lower
of cost or current market value for any asset appraised in excess of
$40,000.
The following table represents non-performing and renegotiated assets at
year end:
1995 1994
Non-Accrual Loans $214,200 $178,700
Restructured Loans 69,572 144,090
Other Real Estate 451,770 563,369
Total $735,542 $886,159
The Company maintains an internal Watch List for Management purposes
for loans (both performing and non-performing) that have been identified
as requiring special monitoring. The Watch List consists of accruing,
non-accruing and restructured loans. These loans have characteristics
resulting in Management's concern of the borrower's current ability to
meet the loan contract. Watch List totals at December 31 are:
1995 1994
$1,209,000 $831,000
In 1995, The Company realized a $5,147 Gain on Sale of Other Real Estate,
similar 1994 sales resulted in a $28,877 Gain on Sale.
Other Income
Service Charges on Deposit Accounts is flat for the years under consider
ation. The Company reduced service charge rates in the second quarter of 1995;
however, volume increases were sufficient to offset the rate decrease.
Other Expense
Salaries and Employee benefits increased 8.7% in 1995. The 1995 Salary
Expense represented a 8.1% increase, while health benefits increased
12.6%. In 1995, The Company established a partially self-funded medical
plan which may decrease the rate of future cost increases. Occupancy Expense
decreased 6.2% in 1995, as a result of lower depreciation expense.
The Company remodeled the Central Branch in 1995 and is currently review
ing options for remodeling the Main Office. Regulatory Assessment decreased
43% to $80,827 as a result of legislative required reductions in FDIC
premiums. The Company does not expect the 1996 assessment expense to exceed
$20,000.
Income Tax
The Company was fully taxable in both 1995 and 1994 and expects to remain
so in 1996.
ZACHARY BANCHARES, INC. ZACHARY BANCSHARES, INC BANK LOCATIONS
OFFICERS AND BANK OF ZACHARY
DIRECTORS MAIN OFFICE
4700 Main Street
Harry S. Morris, Jr.
President & C.E.O. Leonard F. Aguillard
Chairman of the Board The Plaza
Winston E. Canning 2210 Hwy 64, Zachary
Secretary Russell Bankston, Vice Chairman
Hardee M. Brian
Winston E. Canning Central Branch
Mark Thompson Rodney S. Johnson 13444 Hooper Rd.
Treasurer Howard L. Martin, M.D. Baton Rouge
Albert C. Mills, III, PhD.
Harry S. Morris, Jr.
BANK OF ZACHARY INFORMATION
OFFICERS
Requests for addi-
Harry S. Morris, Jr. tional information
President & C.E.O. or copies of Form
Director Emeritus 10KSB filed with the
Winston E. Canning R. O. McCraine Securities and Ex-
Executive Vice President A. C. Mills, Jr. change Commission
in Washington,D.C.
Mark Thompson should be directed
Vice President & Cashier to:
Warren Couvillion Chief Financial Officer
Vice President Zachary Bancshares, Inc.
Post Office Box 497
Judy W. Andrews Zachary, LA 70791-0497
Assistant Vice President
Virginia Hillman TRANSFER AGENT
Assistant Vice President & REGISTRAR
Kathleen Parker STOCK INFORMATION Bank of Zachary
Assistant Vice President Post Office Box 497
The Company's stock Zachary, LA 70791
Ethel Mae Womack is not listed on any
Assistant Vice President security exchange.
Therefore, Zachary
Laura Steen Bancshares, Inc. does INDEPENDENT ACCOUNTANTS
Operations Officer not have exchange data
that provides high and Hannis T. Bourgeois &
Melinda White low stock prices. The Co., L.L.P.
Note Supervisor Company did not have Certified Public
& Compliance Officer stock trades in 1995. Accountants
2322 Tremont Drive
There was a cash divi- Suite 200
dend paid in 1995 of Baton Rouge, LA 70809
$1.50 per share and
$1.35 in 1994.
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 2313
<INT-BEARING-DEPOSITS> 100
<FED-FUNDS-SOLD> 2700
<TRADING-ASSETS> 00
<INVESTMENTS-HELD-FOR-SALE> 30075
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 30427
<ALLOWANCE> (820)
<TOTAL-ASSETS> 66870
<DEPOSITS> 59357
<SHORT-TERM> 0
<LIABILITIES-OTHER> 347
<LONG-TERM> 0
<COMMON> 2160
0
0
<OTHER-SE> 5007
<TOTAL-LIABILITIES-AND-EQUITY> 66870
<INTEREST-LOAN> 2627
<INTEREST-INVEST> 1832
<INTEREST-OTHER> 225
<INTEREST-TOTAL> 4684
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 1827
<INTEREST-INCOME-NET> 2857
<LOAN-LOSSES> (77)
<SECURITIES-GAINS> (23)
<EXPENSE-OTHER> 2326
<INCOME-PRETAX> 1151
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 767
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 4.65
<LOANS-NON> 214
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 820
<CHARGE-OFFS> 19
<RECOVERIES> 96
<ALLOWANCE-CLOSE> 820
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 297
</TABLE>
