<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KA
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 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 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ...............to................
Commission file number: 0-14379
EAGLE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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GEORGIA 58-1640222
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
4305 LYNBURN DRIVE, TUCKER, GEORGIA 30084-4441
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 404-908-6690
Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common stock, par value $1.00
National Association of Securities Dealers Automated Quotation System
(Name of each exchange on which registered.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO _
Indicate by a check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by nonaffiliates
of the registrant as of June 9, 1995.
Common Stock, $1.00 par value - $59,935,028 based upon the closing price
on June 21, 1996, using beneficial ownership of stock rules adopted pursuant to
Section 13 of the Securities Exchange Act of 1934 to exclude voting stock owned
by directors and certain executive officers, some of whom may not be held to be
affiliates upon judicial determination.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of June 21, 1996. Common Stock $1.00 par value -
4,552,200 shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year ended
March 31, 1996 ("Annual Report to Stockholders"). (Parts I, II, and IV)
Portions of the definitive proxy statement for the 1996 annual meeting of
Stockholders to be filed with the Securities and Exchange Commission pursuant
to Regulation 14A within 120 days of the Registrant's fiscal year end. (Part
III)
Index of Exhibits on Page 49
<PAGE> 2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly issued this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
EAGLE BANCSHARES, INC.
August 26, 1996 By: /s/ Conrad J. Sechler, Jr.
-----------------------------
Conrad J. Sechler, Jr.
Chairman of the Board, President and
Principal Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
August 26, 1996 By:/s/ Conrad J. Sechler, Jr.
-----------------------------
Conrad J. Sechler, Jr.
Chairman of the Board and President
August 26, 1996 By:/s/Walter C. Alford
-----------------------------
Walter C. Alford
Director
August 26, 1996 By: /s/Richard J. Burrell
-----------------------------
Richard J. Burrell
Director
August 26, 1996 By: /s/Richard B. Inman, Jr.
-----------------------------
Richard B. Inman, Jr.
Director, Secretary and Treasurer (Chief
Financial and Accounting Officer)
August 26, 1996 By: /s/Weldon A. Nash
-----------------------------
Weldon A. Nash
Director
August 26, 1996 By: /s/George G. Thompson
-----------------------------
George G. Thompson
Director
<PAGE> 3
INDEX OF EXHIBITS
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EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
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3.1(A) Restated Articles of Incorporation of the Company
(Exhibit 3 to the Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1988.)
3.1(B) Articles of Amendment to Restated Articles of
Incorporation of the Company (Exhibit 3(a) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1991).
3.1(C) Articles of Amendment to Restated Articles of
Incorporation of the Company.
3.2 Bylaws of the Company, as amended (Exhibit 3(b) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1991).
4 Shareholder Protection Rights Agreement dated as of
January 26, 1993 of (Exhibit 1 to the Company's Current
Report on Form 8-K dated February 9, 1993).
10.1 Employment Agreement dated as of October 1, 1993, between
Tucker Federal Savings and Loan Association and Richard
B. Inman, Jr. (Exhibit 10(c) to the Company's Annual
Report on Form 10-K for the year ended March 31, 1995).*
10.2 Employment Agreement dated as of January 1, 1994, between
Tucker Federal Savings and Loan Association and Betty
Petrides (Exhibit 10(f) to the Company's Annual Report on
Form 10-K for the year ended March 31, 1995).*
10.3 Employment Agreement dated January 1, 1994, between Eagle
Service Corporation and Conrad J. Sechler, Jr. (Exhibit
10(g) to the Company's Annual Report on Form 10-K for the
year ended March 31, 1995).*
10.4 Tucker Federal Savings and Loan Association Directors'
Retirement Plan (Exhibit 10(h) to the Company's Annual
Report on Form 10-K for the year ended March 31, 1995).*
10.5 Eagle Bancshares, Inc. 1994 Directors Stock Option
Incentive Plan (Exhibit 10(i) to the Company's Annual
Report on Form 10-K for the year ended March 31, 1995).*
10.6 Agreement for Advances and Security Agreement with
Blanket Floating Lien dated as March 5, 1990 between
Tucker Federal Savings and Loan Association and the
Federal Home Loan Bank of Atlanta as amended as of
September 7, 1995 (Exhibit 10.6 to the Company's Form
S-2).
11 Computation of per share earnings.
13.1 Eagle Bancshares, Inc. 1996 Annual Report to Stockholders.
13.2 KPMG Peat Marwick LLP report on year ended March 31,
1994, Consolidated Financial Statements.
21 Subsidiaries of the Registrant.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG Peat Marwick LLP.
27 Financial Data Schedule (for SEC use only).
* The referenced exhibit is a compensatory contract, plan
or arrangement.
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> MAR-31-1996
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<CASH> 7,477
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<INVESTMENTS-HELD-FOR-SALE> 92,552
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<LOANS> 334,505
<ALLOWANCE> 4,176
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0
0
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<INTEREST-EXPENSE> 24,607
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<LOAN-LOSSES> 1,000
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<EXPENSE-OTHER> 20,121
<INCOME-PRETAX> 7,416
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<NET-INCOME> 5,020
<EPS-PRIMARY> 1.53
<EPS-DILUTED> 1.53
<YIELD-ACTUAL> 9.06
<LOANS-NON> 6,002
<LOANS-PAST> 0
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