|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: GRANGES INC, 8-K, 1996-09-27 |
Next: ITALY FUND INC, NSAR-A, 1996-09-27 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
x Annual report pursuant to Section 15(d) of the Securities Exchange Act
- --- of 1934 (Fee required)
For the fiscal year ended March 31, 1996
----------------------------------------------------
or
Transition report pursuant to Section 15(d) of the Securities Exchange
- --- Act of 1934 (No fee required)
For the transition period from to
------------------ -------------------
Commission file number 0-14379
----------------------------------------------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below Tucker Federal Savings and Loan Association
-------------------------------------------
401(K) Savings and Employee Stock Ownership Plan, 2355 Main Street, Tucker,
- ---------------------------------------------------------------------------
Georgia 30084-4441
- ------------------
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office Eagle Bancshares, Inc. 4305 Lynburn
-----------------------------------
Drive, Tucker, Georgia 30084-4441
- ---------------------------------
<PAGE> 2
[LOGO]
W I N D H A M B R A N N O N, P. C.
- --------------------------------------------------------------------------------
C E R T I F I E D P U B L I C A C C O U N T A N T S
INDEPENDENT AUDITOR'S REPORT
To The Administrative Committee
of Tucker Federal Savings and Loan Association
401(k) Savings and Employee Stock Ownership Plan
We have audited the accompanying statements of net assets available for
benefits of the Tucker Federal Savings and Loan Association 401 (k) Savings and
Employee Stock Ownership Plan (the Plan) as of March 31, 1996 and 1995, and the
related statement of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the Plan's
Administrative Committee. Our responsibility is to express an opinion on these
financial statements based upon 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 report dated January 4, 1996, and as permitted by Section 29 CFR
2520.103-8 of the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, the scope
of our auditing procedures was limited by the plan administrator, and we were
unable to and did not express an opinion on the financial statements and
supplemental schedules as of and for the year ended March 31, 1995. Because we
have performed additional audit procedures to the March 31, 1995 financial
statements, our present opinion on the 1995 financial statements, as presented
herein, is different from that expressed in our previous report.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of March 31, 1996 and 1995, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
1355 PEACHTREE STREET, N.E., SUITE 200, ATLANTA, GEORGIA 30309-3269,
404/898-2000, FAX 404/898-2010
Member of TAG International with offices in principal cities worldwide
<PAGE> 3
Our audit was conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes, and reportable transactions are presented
for the purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ WINDHAM BRANNON, P.C.
----------------------------
WINDHAM BRANNON, P.C.
Certified Public Accountants
September 20, 1996
<PAGE> 4
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
March 31, 1996
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------
Guaranteed Unallocated
Interest Balanced Core Equity International Eagle Employer
Fund II Fund Fund Equity Fund Bancshares Match
---------- ---------- ----------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash $ - $ - $ - $ - $ 29,903 $ -
---------- -------- -------- -------- -------- --------
Investments, at fair value (Notes 2 and 3)
Shares of registered investment companies:
MassMutual Guaranteed Interest Fund II 983,721 - - - - -
MassMutual Balanced Fund - 331,327 - - - -
MassMutual Core Equity Fund - - 342,663 - - -
MassMutual International Equity Fund - - - 484,688 - -
Eagle Bancshares, Inc. Common Stock - - - - 325,738 -
---------- -------- -------- -------- -------- --------
Total Investments 983,721 331,327 342,663 484,688 325,738 -
---------- -------- -------- -------- -------- --------
Receivables:
Participant contributions 16,305 10,525 10,436 7,575 17,732 -
Employer contributions - - - - - 149,401
---------- -------- -------- -------- -------- --------
Total Receivables 16,305 10,525 10,436 7,575 17,732 149,401
---------- -------- -------- -------- -------- --------
Total Assets 1,000,026 341,852 353,099 492,263 373,373 149,401
---------- -------- -------- -------- -------- --------
LOANS PAYABLE (NOTE 5) - - - - - -
DISTRIBUTIONS PAYABLE - - - - (1,442) -
PENDING FUND TRANSFERS 34,261 57,292 51,191 (94,259) (47,738) -
---------- -------- -------- -------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS $1,034,287 $399,144 $404,290 $398,004 $324,193 $149,401
========== ======== ======== ======== ======== ========
<CAPTION>
Non-Participant
Directed
------------------------------------
Eagle Eagle
Bancshares Bancshares
Allocated Unallocated Total
---------- ----------- ----------
<S> <C> <C> <C>
ASSETS:
Cash $ 39,189 $ 747 $ 69,839
---------- ----------- -----------
Investments, at fair value (Notes 2 and 3)
Shares of registered investment companies:
MassMutual Guaranteed Interest Fund II - - 983,721
MassMutual Balanced Fund - - 331,327
MassMutual Core Equity Fund - - 342,663
MassMutual International Equity Fund - - 484,688
Eagle Bancshares, Inc. Common Stock 3,674,582 1,028,763 5,029,083
---------- ----------- -----------
Total Investments 3,674,582 1,028,763 7,171,482
---------- ----------- -----------
Receivables:
Participant contributions - - 62,573
Employer contributions - 160,637 310,038
---------- ----------- -----------
Total Receivables - 160,637 372,611
---------- ----------- -----------
Total Assets 3,713,771 1,190,147 7,613,932
---------- ----------- -----------
LOANS PAYABLE (NOTE 5) - (1,000,000) (1,000,000)
DISTRIBUTIONS PAYABLE (86) - (1,528)
PENDING FUND TRANSFERS - (747) -
---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $3,713,685 $ 189,400 $ 6,612,404
========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
Exhibit A
Page 1 of 2
===========
<PAGE> 5
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
March 31, 1995
<TABLE>
<CAPTION>
Non-
Participant
Participant Directed Directed
-------------------------------------------------------------- ---------------------
Guaranteed
Interest Balanced Core Equity International Eagle Eagle
Fund II Fund Fund Equity Fund Bancshares Bancshares Total
---------- ---------- ----------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash $ - $ - $ - $ - $ - $ 19,020 $ 19,020
---------- ---------- ----------- ------------- ---------- ---------- ----------
Investments, at fair value (Notes 2 and 3)
Shares of registered investment companies:
MassMutual Guaranteed Interest Fund II 839,614 - - - - - 839,614
MassMutual Balanced Fund - 228,909 - - - - 228,909
MassMutual Core Equity Fund - - 222,720 - - - 222,720
MassMutual International Equity Fund - - - 361,957 - - 361,957
Eagle Bancshares, Inc. Common Stock - - - - 139,210 2,687,711 2,826,921
---------- ---------- ----------- ------------- ---------- ---------- ----------
Total Investments 839,614 228,909 222,720 361,957 139,210 2,687,711 4,480,121
---------- ---------- ----------- ------------- ---------- ---------- ----------
Receivables:
Participant contributions 10,681 5,692 4,165 6,534 34,348 - 61,420
Employer contributions 46,885 25,143 18,671 28,750 2,182 133,380 255,011
---------- ---------- ----------- ------------- ---------- ---------- ----------
Total Receivables 57,566 30,835 22,836 35,284 36,530 133,380 316,431
---------- ---------- ----------- ------------- ---------- ---------- ----------
Total Assets 897,180 259,744 245,556 397,241 175,740 2,840,111 4,815,572
DISTRIBUTIONS PAYABLE (3,659) (697) (755) - - - (5,111)
PENDING FUND TRANSFERS 46,370 (5,105) 2,899 (43,802) (362) - -
---------- ---------- ----------- ------------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 939,891 $ 253,942 $ 247,700 $ 353,439 $ 175,378 $2,840,111 $4,810,461
========== ========== =========== ============= ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
Exhibit A
Page 2 of 2
===========
<PAGE> 6
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
March 31, 1996
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------
Guaranteed Unallocated
Interest Balanced Core Equity International Eagle Employer
Fund II Fund Fund Equity Fund Bancshares Match
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income $ 59,114 $ 12,158 $ 8,286 $ 5,768 $ 10,923 $ -
Net appreciation (depreciation) in current
value of investments - 34,137 61,592 31,361 65,767 -
---------- --------- --------- ---------- --------- --------
Total Investment Income 59,114 46,295 69,878 37,129 76,690 -
---------- --------- --------- ---------- --------- --------
Participant Contributions 158,796 75,074 69,820 71,768 107,716 -
---------- --------- --------- ---------- --------- --------
Employer Contributions:
Qualified non-elective contribution - - - - - -
Employer match - - - - - 164,747
ESOP contribution - - - - - -
Forfeitures - - - - - (15,346)
---------- --------- --------- ---------- --------- --------
Total Employer Contributions - - - - - 149,401
---------- --------- --------- ---------- --------- --------
Total Additions 217,910 121,369 139,698 108,897 184,406 149,401
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (64,561) (35,045) (46,245) (24,945) (11,916) -
---------- --------- --------- ---------- --------- --------
Net increase prior to interfund transfers 153,349 86,324 93,453 83,952 172,490 149,401
Interfund transfers (58,953) 58,878 63,137 (39,387) (23,675) -
---------- --------- --------- ---------- --------- --------
NET INCREASE 94,396 145,202 156,590 44,565 148,815 149,401
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 939,891 253,942 247,700 353,439 175,378 -
---------- --------- --------- ---------- --------- --------
End of Year $1,034,287 $ 399,144 $ 404,290 $398,004 $324,193 $149,401
========== ========= ========= ========== ========= ========
<CAPTION>
Non-Participant
Directed
-------------------
Eagle Eagle
Bankshares Bankshares
Allocated Unallocated Total
---------- ----------- ----------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income $ 131,889 $ - $ 228,138
Net appreciation (depreciation) in current
value of investments 1,009,033 (60,600) 1,141,290
---------- -------- ----------
Total Investment Income 1,140,922 (60,600) 1,369,428
---------- -------- ----------
Participant Contributions - - 483,174
---------- -------- ----------
Employer Contributions:
Qualified non=elective contribution - - -
Employer match - - 164,747
ESOP contribution - 250,000 250,000
Forfeitures - - (15,346)
---------- -------- ----------
Total Employer Contributions - 250,000 399,401
---------- -------- ----------
Total Additions 1,140,922 189,400 2,252,003
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (267,348) - (450,060)
---------- -------- ----------
Net increase prior to interfund transfers 873,574 189,400 1,801,943
Interfund transfers - - -
---------- -------- ----------
NET INCREASE 873,574 189,400 1,801,943
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 2,840,111 - 4,810,461
---------- -------- ----------
End of Year $3,713,685 $189,400 $6,612,404
========== ======== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
Exhibit B
Page 1 of 2
===========
<PAGE> 7
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
March 31, 1995
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------
Guaranteed Guaranteed
Interest Interest Balanced Core Equity International Eagle
Fund I Fund II Fund Fund Equity Fund Bancshares
------ ------- ---- ---- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income $ 5,274 $ 45,400 $ 8,785 $ 9,510 $ 7,077 $ 395
Net appreciation (depreciation) in current
value of investments - - 9,370 17,238 (20,516) -
-------- -------- -------- -------- -------- --------
Total Investment Income 5,274 45,400 18,155 26,748 (13,439) 395
-------- -------- -------- -------- -------- --------
Participant Contributions - 169,822 68,962 61,856 84,574 77,843
-------- -------- -------- -------- -------- --------
Employer Contributions:
Qualified non-elective contribution - 6,043 - - - 62,872
Employer match - 50,225 16,122 29,046 22,425 31,956
Contribution of Eagle Bancshares, Inc. stock - - - - - -
Allocation of 6,169 shares of common stock
of Eagle Bancshares, Inc. at market - - - - - -
Forfeitures (57) (1,350) (617) (2,394) (183) -
Total Employer Contributions (57) 54,918 15,505 26,652 22,242 94,828
Transfer from Tucker Federal Employee Stock
Ownership Plan - - - - - -
-------- -------- -------- -------- -------- --------
Total Additions 5,217 270,140 102,622 115,256 93,377 173,066
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (9) (71,095) (11,660) (52,181) (45,541) -
-------- -------- -------- -------- -------- --------
Net increase prior to interfund transfers 5,208 199,045 90,962 63,075 47,836 173,066
Interfund transfers (462,750) 501,482 (4,865) (8,835) (27,344) 2,312
-------- -------- -------- -------- -------- --------
NET INCREASE (457,542) 700,527 86,097 54,240 20,492 175,378
NET ASSETS AVAAILABLE FOR BENEFITS:
Beginning of Year 457,542 239,364 167,845 193,460 332,947 -
-------- -------- -------- -------- -------- --------
End of Year $ - $939,891 $253,942 $247,700 $353,439 $175,378
======== ======== ======== ======== ======== ========
<CAPTION>
Eagle Eagle
Bankshares Bankshares
Allocated Unallocated Total
--------- ----------- -----
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income $ 92,531 $ - $ 168,972
Net appreciation (depreciation) in current
value of investments 86,816 6,468 99,376
---------- ------------ ----------
Total Investment Income 179,347 6,468 268,348
---------- ------------ ----------
Participant Contributions - - 463,057
---------- ------------ ----------
Employer Contributions:
Qualified non-elective contribution - - 68,915
Employer match - - 149,774
Contribution of Eagle Bancshares, Inc. stock 134,126 - 134,126
Allocation of 6,169 shares of common stock
of Eagle Bancshares, Inc. at market 149,908 (149,908) -
Forfeitures (112,960) - (117,561)
---------- ------------ ----------
Total Employer Contributions 171,074 (149,908) 235,254
---------- ------------ ----------
Transfer from Tucker Federal Employee Stock
Ownership Plan 2,702,378 143,440 2,845,818
---------- ------------ ----------
Total Additions 3,052,799 - 3,812,477
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (212,688) - (393,174)
---------- ------------ ----------
Net increase prior to interfund transfers 2,840,111 - 3,419,303
Interfund transfers - - -
---------- ------------ ----------
NET INCREASE 2,840,111 - 3,419,303
NET ASSETS AVAAILABLE FOR BENEFITS:
Beginning of Year - - 1,391,158
---------- ------------ ----------
End of Year $2,840,111 $ - $4,810,461
========== ============ ==========
</TABLE>
The accompanying notes are an integral part of these statements.
Exhibit B
Page 2 of 2
===========
<PAGE> 8
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
March 31, 1996 and 1995
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of Tucker Federal Savings and Loan Association
401(k) Savings and Employee Stock Ownership Plan (Plan) provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering all employees of the
Company with one year of service, one thousand hours of service in the Plan
year, and who are age twenty-one or older. It is administered by an
Administrative Committee and Trustees who are employees of the Company.
Committee members are designated by the Board of Directors of Eagle Bancshares,
Inc. (Bancshares), the parent company of Tucker Federal Savings and Loan
Association (Company).
Prior to April 1, 1994, the retirement plan known as the Tucker Federal
Savings and Loan Association and Subsidiary 401(k) Retirement Plan did not offer
Eagle Bancshares, Inc. stock as a participant directed investment choice.
Effective April 1, 1994, however, the plan and the Tucker Federal Savings and
Loan Association Employee Stock Ownership Plan were merged and the plan
documents restated to reflect the provision of both plans. Additionally, the
name of the 401(k) plan was changed to Tucker Federal Savings and Loan
Association 401(k) Savings and Employee Stock Ownership Plan. Under the Plan,
participants may direct deferred salary monies towards purchasing Eagle
Bancshares, Inc. stock as a participant directed investment choice in the Plan.
In connection with the restatement of the plan, the Company made a Qualified
Non-elective Contribution totaling $68,915. The contribution was allocated to
non-highly compensated participants in the plan based on participant earnings.
Contributions
For the year ended March 31, 1996, employees could contribute up to
twenty-five percent of their compensation to the Plan not to exceed $9,500. For
the year ended March 31, 1995, Employees could contribute up to twenty-five
percent of their compensation to the Plan not to exceed $9,240. The Company
matches 50% of employee contributions up to 3% of an employee's compensation.
The matching percentage and percentage of employee's compensation the Company
matches can be adjusted by the Board of Directors of the Company on a yearly
basis.
The Company also contributes to the Plan, from its current or
accumulated net profits, an amount determined annually at the discretion of the
Company's Board of Directors. The contribution for the Plan years ending March
31, 1996 and 1995 were $250,000 and $284,034, respectively.
(Continued) - 1.
<PAGE> 9
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
March 31, 1996 and 1995
- --------------------------------------------------------------------------------
The non-participant directed portion of the Plan operates as a leveraged
employee stock ownership plan and is designed to comply with Section 4975(e)(7)
of the Internal Revenue Code of 1986 (Code), and the regulations thereunder, and
is subject to the applicable provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Participant Accounts
Each participant's account is credited with participant voluntary
contributions as well as an allocation of the Company's contribution, and Plan
earnings. Allocations are based on participant earnings or account balances, as
defined by the Plan Agreement. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's account. Forfeited
balances of terminated participants' nonvested accounts are used to reduce
future Company contributions.
Investment Elections
Participants direct their voluntary contributions and the employer
matching contributions into five investment options. Participants may change
their investment options quarterly. A description of each investment option is
provided below:
Investments through Annuity Contracts with Massachusetts Mutual:
Guaranteed Interest Fund - This fund guarantees a fixed rate of
return to participants. The fund's portfolio is composed of
public bonds, private placements, commercial mortgage loans, and
short-term investments.
Balanced Fund - This fund focuses on an above average rate of
return over an extended period of time consistent with the
preservation of capital values during periods of adverse market
conditions. The fund invests in stocks, bonds, and short-term
investments.
Core Equity Fund - This fund focuses on constructing a portfolio
of companies of superior investment quality, selling at discounted
valuation levels. The fund consists of common stocks and is
diversified by industry groups to moderate risks for a variety
of economic outcomes.
International Equity Fund - This fund invests in common stocks of
companies domiciled in foreign countries and the United States.
The fund generally has 75% of its assets invested in foreign
countries in industries that are expected to experience above
average rates of growth over the long term. The fund is
diversified by country and industry group to moderate risk.
Eagle Bancshares Fund - This fund allows the employees to accumulate
capital ownership of Eagle Bancshares, Inc.
(Continued) - 2.
<PAGE> 10
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
March 31, 1996 and 1995
- --------------------------------------------------------------------------------
Vesting
Participants are immediately vested in their voluntary contributions
plus earnings thereon. Vesting in the remainder of their accounts is based on
years of service. Participants become fully vested after six years of service
with the Company. Vesting begins with two years of service and continues on a
sliding scale until the six year level occurs.
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will automatically become 100% fully vested in their accounts.
Benefit Payments
Upon termination, retirement, or death, participants may elect to have
their account balance paid in a lump sum, installment payments, or to defer
commencement of benefit payments. If employment is terminated during the plan
year for reasons other than normal retirement or death, and the participant's
account balance is $3,500 or less, a lump sum payment of the account balance
will be made during the Plan year in which the event occurs or as soon
thereafter as is reasonably practical.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan administrator to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results may differ from those estimates.
Quoted market prices are used to value investments. Net appreciation or
depreciation in fair value shown in the accompanying financial statements is
calculated by comparing the fair market value of investments to their fair
market value at the beginning of the year and to the cost of purchases made
during the year. The trustee does not distinguish between unrealized and
realized gains for reporting purposes.
As of March 31, 1996 and 1995, Bancshares' stock was recorded by the
Plan at a fair value of $15.50 and $11.50 per share, respectively, adjusted for
a one hundred percent stock dividend paid December 22, 1995. Fair value is
determined by its quoted market price.
(Continued) - 3.
<PAGE> 11
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
March 31, 1996 and 1995
- --------------------------------------------------------------------------------
Certain administrative functions are performed by officers or employees
of the Company. No such officer or employee receives compensation from the
Plan. All administrative expenses for the Plan are paid directly by the
Company.
3. INVESTMENTS
A portion of the Plan's investments are held by Massachusetts Mutual
Life Insurance Company in both pooled separate account funds and guaranteed
interest account funds. The Plan's investments are stated at fair value. The
following table presents the current value of investments at March 31, 1996 and
1995 including those representing 5% or more of the Plan's net assets.
<TABLE>
<CAPTION>
1996
Current
Value
------
<S> <C> <C>
MassMutual Guaranteed Interest
Fund II $ 983,721
MassMutual Balanced Fund 1,321 units 331,327
MassMutual Core Equity Fund 114 units 342,663
MassMutual International Equity
Fund 2,855 units 484,688
-----------
Total Investments Held by
Massachusetts Mutual at Current
Value $ 2,142,399
===========
1995
Current
Value
-----
MassMutual Guaranteed Interest
Fund II $ 839,614
MassMutual Balanced Fund 711 units 228,909
MassMutual Core Equity Fund 95 units 222,720
MassMutual International Equity
Fund 2,349 units 361,957
-----------
Total Investments Held by
Massachusetts Mutual at Current
Value $ 1,653,200
===========
</TABLE>
(Continued) - 4.
<PAGE> 12
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
March 31, 1996 and 1995
- --------------------------------------------------------------------------------
Additional investments at March 31, 1996 and 1995 consist solely of
324,457 shares and 245,820 shares of Bancshares' common stock at a fair value of
$5,029,083 and $2,826,921 (See Note 2) and a cost of $3,077,555 and $1,941,978,
respectively.
4. TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated April 8, 1996 that the Plan is qualified under the appropriate
sections of the Code.
5. LOANS PAYABLE
On February 15, 1996, the Plan entered into $1,000,000 term loan
agreement with Bancshares. The loan bears interest at a rate of 8.25% annually.
The proceeds of the loan were used to purchase Bancshares' common
stock. Unallocated shares are collateral for the loan. The agreement provides
for the loan to be repaid over five years with a maturity date of April 1,
2002. The scheduled amortization of the loan for the next five years is as
follows:
1997 $ 116,157
1998 181,259
1999 196,682
2000 213,417
2001 231,576
Thereafter 60,909
-----------
Total $1,000,000
===========
(Continued) - 5.
<PAGE> 13
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
#58-0674574 Plan #002
March 31, 1996
- --------------------------------------------------------------------------------
Form 5500, Item 27a - Schedule of Assets Held for Investment Purposes:
<TABLE>
<CAPTION>
Identity Current
of Issue Description Value
- -------- ----------- -----
<S> <C> <C>
MassMutual Guaranteed
Interest Fund II $ 983,721
MassMutual Balanced Fund 1,321 units 331,327
MassMutual Core Equity Fund 114 units 342,663
MassMutual International Equity
Fund 2,855 units 484,688
Eagle Bancshares, Inc. 324,457 shares
of common stock 5,029,083
----------
Total Investments $7,171,482
==========
</TABLE>
<PAGE> 14
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
#58-0674574 Plan #002
March 31, 1996
- --------------------------------------------------------------------------------
Form 5500, Item 27d - Schedule of Reportable Transactions:
Identity Current
of Issue Description Cost Value
- -------- ----------- ---- --------
Eagle Bancshares, Inc. Purchase of 62,500 $1,000,000 $968,750
shares of common stock
Massachusetts Life Insurance Company, the trustee of the Plan, does
not provide reportable transaction schedules.
<PAGE> 15
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Tucker Federal Savings and Loan
Association 401(k) Savings and
Employee Stock Ownership
-------------------------------------
Name of Plan
Date September 27, 1996 /s/ Betty Petrides
------------------ ------------------
Plan Administrator
<PAGE> 16
INDEX OF EXHIBITS
Exhibit No. Description Page
- ----------- ----------- ----
23 Auditor's Consent 17
<PAGE> 1
EXHIBIT 23
[LOGO]
W I N D H A M B R A N N O N, P. C.
- --------------------------------------------------------------------------------
C E R T I F I E D P U B L I C A C C O U N T A N T S
AUDITOR'S CONSENT
To The Administrative Committee
Tucker Federal Savings and Loan Association
401(k) Savings and Employee Stock Ownership Plan
We consent to the inclusion of our report on the audit of the financial
statements of the Tucker Federal Savings and Loan Association 401 (k) Savings
and Employee Stock Ownership Plan financial statements as of March 31, 1996 and
1995 in the issuance of the Plan's 11-K.
/s/ Windham Brannon, P.C.
----------------------------
WINDHAM BRANNON, P.C.
Certified Public Accountants
September 27,1996
1355 PEACHTREE STREET, N.E., SUITE 200, ATLANTA, GEORGIA 30309-3269,
404/898-2000, FAX 404/898-2010
Member of TAG International with offices in principal cities worldwide
|
|