<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 1996
REGISTRATION NO. 33-64789
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SURETY CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 6021 75-2065607
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification Number)
organization)
</TABLE>
<TABLE>
<S> <C>
1845 Precinct Line Road C. Jack Bean
Suite 100 1845 Precinct Line Road
Hurst, Texas 76054 Suite 100
(817) 498-2749 Hurst, Texas 76054
(Address, including zip code, and telephone (817) 498-2749
number, including area code, of registrant's (Name, address, including zip code, and telephone
principal executive offices) number, including area code, of agent for
service)
</TABLE>
--------------------------
COPY TO:
Dan R. Waller, P.C.
SECORE & WALLER, L.L.P.
One Galleria Tower, Suite 2290
13355 Noel Road, LB 75
Dallas, Texas 75240
(214) 776-0200
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE FEE (1)
<S> <C> <C> <C> <C>
Common stock, $0.01 per share par value..... 2,100,000 $ $7,841,400 $2,704
</TABLE>
(1) The Registration fee is estimated based upon the average of the high and low
market prices reported for the Common Stock of the Registrant carried on the
Primary List of the American Stock Exchange during the week ended November
24, 1995, which was $3.734 per share.
--------------------------
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SURETY CAPITAL CORPORATION
FORM S-1
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM NO. ITEM PROSPECTUS CAPTION OR PAGE
- --------- -------------------------------------------------- -------------------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus................... Facing Page of Registration Statement, ii, and 1
2. Inside Front and Outside Back Cover Pages of
Prospectus....................................... 54 and back cover page
3. Summary Information............................... 2
3. Risk Factors...................................... 5
3. Ratios of Earnings to Fixed Charges............... Not Applicable
4. Use of Proceeds................................... 6
5. Determination of Offering Price................... Not applicable
6. Dilution.......................................... Not applicable
7. Selling Security Holders.......................... 51
8. Plan of Distribution.............................. 53
9. Description of Securities to be Registered........ 53
10. Interests of Named Experts and Counsel............ Not applicable
11. Information with Respect to the Registrant........ 7-50
12. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities... Not applicable
</TABLE>
ii
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 25, 1996
PROSPECTUS
2,100,000 Shares
Surety Capital Corporation
Common Stock
Of the 2,100,000 shares of Common Stock (the "Common Stock") offered hereby,
1,925,061 shares are being sold by Surety Capital Corporation (the "Company")
and 174,939 shares are being sold by a shareholder of the Company (the "Selling
Shareholder"). The Company will not receive any proceeds from the sale of shares
by the Selling Shareholder. The Common Stock is traded on the American Stock
Exchange ("AMEX") under the symbol "SRY". See "Market Price and Dividend
Policy". On January 24, 1996 the last sale price of the Common Stock as reported
on AMEX was $3.4375.
The Company intends to use the proceeds of this Offering primarily to
finance the Company's acquisition of First Midlothian Corporation, Midlothian,
Texas and its subsidiary, First National Bank, and to retire the Company's
outstanding indebtedness. Any remaining proceeds will be used for general
corporate purposes. See "Use of Proceeds" and "The Midlothian Bank Acquisition".
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS OR DEPOSIT
ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY EACH PROSPECTIVE INVESTOR.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
<TABLE>
<CAPTION>
PROCEEDS TO
UNDERWRITING PROCEEDS TO SELLING
PRICE TO PUBLIC DISCOUNT(1) COMPANY(2) SHAREHOLDER(3)
<S> <C> <C> <C> <C>
Per Share..................... $ $ $ $
Total(4)...................... $ $ $ $
</TABLE>
(1) The Company and the Selling Shareholder have agreed to indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). See
"Underwriting".
(2) Before deducting offering expenses payable by the Company, estimated at
$324,704.
(3) Before deducting offering expenses payable by the Selling Shareholder,
estimated at $30,000.
(4) The Company has granted the Underwriter a 30-day option to purchase up to
288,759 additional shares of Common Stock, on the same terms and conditions
as set forth above, solely to cover over-allotments, if any. If such option
is exercised in full, the total Price to Public, Underwriting Discount and
Proceeds to Company will be approximately $ , $ and $ ,
respectively. See "Underwriting".
The shares of Common Stock are offered by the Underwriter when, as and if
received and accepted by it, subject to its right to withdraw, cancel or reject
orders in whole or in part and subject to certain other conditions. It is
expected that delivery of the certificates representing the shares will be made
against payment therefor on or about , 1996 in Dallas, Texas.
HOEFER & ARNETT
Incorporated
The date of this Prospectus is , 1996.
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL INFORMATION (INCLUDING THE NOTES THERETO) APPEARING
ELSEWHERE IN THIS PROSPECTUS. AS USED IN THE PROSPECTUS, UNLESS THE CONTEXT
OTHERWISE REQUIRES, THE TERM "COMPANY" MEANS SURETY CAPITAL CORPORATION AND ITS
SUBSIDIARY. UNLESS OTHERWISE INDICATED, ALL INFORMATION IN THIS PROSPECTUS
ASSUMES THAT THE UNDERWRITERS' OVER-ALLOTMENT OPTION IS NOT EXERCISED.
THE COMPANY
Surety Capital Corporation (the "Company") is a bank holding company
headquartered in Hurst, Texas. The Company, which is a Delaware corporation,
owns 99% of the outstanding shares of Surety Bank, National Association (the
"Bank"). The Company operates full service banking offices in the Texas
communities of Chester, Hurst, Kennard, Lufkin, Waxahachie, Wells, and
Whitesboro. At September 30, 1995, the Company had $119.6 million in total
assets, $108.2 million in deposits and $10.0 million in shareholders' equity.
The Company's net income has grown from $16,424 in 1992 to $370,723 in 1993,
$472,760 in 1994 and $648,413 for the nine months ended September 30, 1995.
Additionally, since 1990 the Company's total assets have grown at an average
annual rate of 40.4% while deposits have grown at a 48.4% average annual rate.
This growth has been a result of a combination of internal growth in the
Company's niche lending products and the Company's acquisition of community
banks.
Although the Company provides the traditional services of a community bank
in its market areas, it has also attempted to distinguish itself by developing
specialty products. The Company's primary niche product is insurance premium
finance ("IPF") lending, which involves the lending of funds to companies and
individuals for the purpose of financing their purchase of property and casualty
insurance. The Company markets this product through over 3,000 independent
insurance agents and maintains a loan portfolio representing nearly 400
insurance companies. At September 30, 1995, the Company reported total gross IPF
loans of $24.3 million (34% of gross loans), a 16% increase over the December
31, 1994 total balance of $20.9 million in IPF loans (31.7% of gross loans). The
loans are relatively short term, generally with maturities of eight to nine
months, giving the Company flexibility with regard to its asset/liability
strategy. The Company believes that the structure of these loans results in more
limited credit losses than other types of loans. Specifically, the down payment
and monthly installments on each loan are calculated such that at all times the
equity or value of the unearned premium in the policy exceeds the net balance
due on the loan. If the borrower does not make the loan payments on time, the
Company has the right, after notice to the borrower, to cancel the insurance
policy and to receive the entire amount of the unearned premium from the
insurance company writing the insurance. The unearned premium is then applied to
the loan balance. Since 1992, the Company has experienced no net loan losses on
this product. See "Business -- Insurance Premium Financing".
Another niche product in which the Company specializes is insurance medical
claims factoring. The Company purchases medical claims from a variety of health
care providers, including individual medical practices, medical clinics,
hospital, and out-patient facilities. At September 30, 1995, the Company
reported $3.0 million in medical claims receivable, representing 4.2% of total
loans outstanding. The Company purchases only insurance company claims that have
been pre-approved for payment by the insurance company, funding only 50%-60% of
the face value of each claim to the provider. The collection period on these
receivables is approximately 60 to 90 days. As of September 30, 1995, the
Company has experienced no losses in this program, while realizing an annualized
yield in excess of 18.1%. See "Business -- Medical Receivables Factoring".
The Company funds these specialty lending products using core retail
deposits from its network of community banking offices. For the nine months
ended September 30, 1995, the Company's average cost of funds was 3.6% compared
with a loan portfolio yield of over 11%. This relatively low cost of funds gives
the Company a pricing advantage over non-bank competitors for its loan products.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Deposit Activities".
2
<PAGE>
Since 1992, the Company has established five new full service branches by
acquiring four community banks and purchasing a branch of another bank.
Additionally, the Company has recently entered into an agreement to acquire the
First Midlothian Corporation ("First Midlothian") and its subsidiary, First
National Bank, Midlothian, Texas (the "Midlothian Bank"), which reported $52.1
million in total assets, $47.2 million in deposits and $3.8 million in
shareholders' equity at September 30, 1995. The Company's strategy is to
continue to acquire community banks with low loan-to-deposit ratios and use
excess deposits to fund insurance premium finance and other niche lending
products. See "The Midlothian Bank Acquisition".
THE OFFERING
<TABLE>
<S> <C>
Securities Offered by the Company............ 1,925,061 shares of Common Stock
Securities Offered by Selling Shareholder.... 174,939 shares of Common Stock
Common Stock to be Outstanding after the
Offering.................................... 5,431,490 shares (1)
Use of Proceeds.............................. The proceeds of this Offering will be used to
finance the acquisition of First Midlothian
and the Midlothian Bank, to repay
indebtedness, and for general corporate
purposes. See "Use of Proceeds".
Investment Considerations.................... Prospective investors are advised to
carefully review the matters discussed under
"Investment Considerations".
AMEX Symbol.................................. "SRY"
</TABLE>
- ------------------------
(1) Excludes shares issuable upon the exercise of options under the Company's
incentive stock option plans. See "Management -- Executive Compensation and
Other Information".
3
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA
The following summary consolidated financial data of the Company is derived
from the unaudited financial statements of the Company as of and for the nine
month periods ended September 30, 1995 and 1994, and from the audited financial
statements of the Company as of and for the five years ended December 31, 1994.
The following summary consolidated financial data of the Company should be read
in connection with the consolidated financial statements of the Company and the
notes thereto and the information in Management's Discussion and Analysis of
Financial Condition and Results of Operations.
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
---------------------- -------------------------------------------------------
1995 (1) 1994 (2) 1994 (2) 1993 (3) 1992 1991 1990
--------- ----------- --------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
($ in 000's)
Interest income............................... $ 6,872 $ 3,743 $ 5,387 $ 3,995 $ 3,344 $ 2,953 $ 2,175
Interest expense.............................. 2,537 972 1,488 1,124 978 1,380 1,071
Net interest income......................... 4,335 2,771 3,899 2,871 2,366 1,573 1,104
Provision for loan losses..................... 60 67 107 91 300 467 221
Net interest income after provision for loan
losses..................................... 4,275 2,705 3,792 2,781 2,067 1,107 883
Noninterest income............................ 1,056 801 1,160 1,182 784 488 455
Noninterest expense........................... 4,382 3,205 4,462 3,592 2,835 2,185 1,933
Extraordinary item - gain on debt settlement.. -- -- -- -- -- -- 517
Earnings before income taxes.................. 949 301 490 371 16 (590) (78)
Income taxes.................................. 301 8 17 -- -- -- --
Net earnings (loss)........................... $ 648 $ 294 $ 473 $ 371 $ 16 $ (590) $ (78)
COMMON SHARE DATA: (4)
Net earnings (loss)........................... $ 0.20 $ 0.13 $ 0.20 $ 0.19 $ 0.00 $ (0.45) $ (0.08)
Book value.................................... 2.85 2.52 2.65 2.32 2.05 1.85 1.43
Weighted average common shares outstanding (in
000's)....................................... 3,208 2,344 2,394 2,002 1,952 1,310 963
Period end shares outstanding (in 000's)...... 3,506 2,373 3,041 2,273 1,981 1,767 988
BALANCE SHEET DATA:
($ in 000's)
Total assets.................................. $ 119,554 $ 61,784 $ 102,294 $ 49,036 $ 30,964 $ 26,877 $ 22,088
Insurance premium finance loans, net.......... 23,724 20,254 20,497 14,209 7,051 8,016 6,801
Other loans, net.............................. 44,924 19,509 44,167 17,417 12,442 11,242 8,388
Allowance for loan losses..................... 725 407 698 401 325 343 277
Total deposits................................ 108,209 55,552 92,027 43,596 26,840 23,335 20,012
Shareholders' equity.......................... 10,037 5,969 8,066 5,281 4,058 3,263 1,409
PERFORMANCE DATA: (5)
Return (loss) on average total assets......... .9% .7% .8% .8% .1% (2.3)% (.4)%
Return (loss) on average shareholders'
equity....................................... 9.6 6.8 7.4 8.7 .4 (30.4) (7.2)
Net interest margin........................... 6.3 7.4 7.1 7.0 8.7 7.0 7.0
Loans to deposits............................. 63.4 71.6 70.3 72.5 72.6 82.5 75.9
ASSET QUALITY RATIOS: (5)
Nonperforming assets to total assets.......... .1% .1% .2% .3% .7% 2.1% 3.8%
Nonperforming loans to total loans............ .1 .1 .2 .3 .8 2.4 5.3
Net loan charge-offs to average loans......... .1 .3 .4 .3 1.6 2.3 .5
Allowance for loan losses to total loans...... 1.1 1.0 1.1 1.3 1.7 1.8 1.8
Allowance for loan losses to nonperforming
loans........................................ 1,772.5 456.9 574.8 425.8 201.1 74.8 34.8
CAPITAL RATIOS:
Tier I risk-based capital..................... 10.17% 10.97% 10.13% 11.37% 14.44% 13.2% 5.3%
Total risk-based capital...................... 11.14 11.73 11.17 12.57 15.69 14.7 6.8
Leverage...................................... 6.4 8.5 5.6 10.0 11.9 10.9 4.6
</TABLE>
- ----------------------------------
(1) On September 28, 1995 the Company completed the acquisition of certain
assets and the assumption of certain liabilities relating to the branch of
Bank One, Texas, National Association located in Waxahachie, Texas.
(2) On May 31, 1994 the Company acquired 100% of the outstanding common stock
of The Farmers Guaranty State Bank of Kennard, Kennard, Texas, and on
December 8, 1994 the Company acquired 100% of the outstanding common stock
of First National Bank, Whitesboro, Texas.
(3) On March 23, 1993 the Company acquired 100% of the outstanding common stock
of the Bank of East Texas, Chester, Texas and First State Bank, Wells,
Texas. Operations of these two banks have been included in consolidated
operations subsequent to February 28, 1993.
(4) The information provided for 1990, 1991 and 1992 has been restated to
reflect a one for ten reverse stock split in June 1993.
(5) All interim periods have been annualized.
4
<PAGE>
INVESTMENT CONSIDERATIONS
IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, THE
FOLLOWING FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY, ITS
BUSINESS AND PROSPECTS BEFORE PURCHASING ANY OF THE SHARES OF COMMON STOCK
OFFERED HEREBY.
INSURANCE PREMIUM FINANCING CONCENTRATION. As of September 30, 1995, IPF
loans represented approximately 34% of the gross loans of the Company. Such a
high concentration of IPF loans may expose the Company to a greater risk of loss
than would a more diversified loan portfolio. Losses or other difficulties
encountered by any one insurance company could have a material adverse effect on
the Company. In addition, regulatory or structural changes affecting the
insurance industry generally may have a material adverse effect on the Company.
The Company extends IPF loans with an average maturity of nine months. Most of
these loans are repaid in monthly installments. If the Company is unable to
generate new IPF loans to replace those being repaid, it will have to originate
other types of loans or make other investments, some or all of which may not be
as profitable for the Company. As the Company expands through acquisitions such
as the Midlothian Bank, the Company must increase the aggregate amount of IPF
loans originated on a continuous basis in order to maintain its current net
interest margin. See "Business -- Insurance Premium Financing".
ADDITIONAL FINANCING. The Company has in the past expanded through
acquisitions, and has financed its recent acquisitions primarily through
offerings of the Company's Common Stock. There can be no assurance that the
Company will continue to expand as rapidly in the future or will continue to
make acquisitions. However, if the Company does make additional acquisitions, it
is likely to finance the acquisitions through offerings of its stock. If the
Company does sell additional shares of common and/or preferred stock to raise
funds in the future, the terms and conditions of the issuances may have a
dilutive effect or otherwise adversely impact existing shareholders.
RELIANCE ON KEY PERSONNEL. The Company and the Bank are dependent upon
their executive
officers and key employees. Specifically, the Company considers the services of
C. Jack Bean, G. M. Heinzelmann, III, and Bobby W. Hackler to be important to
the success of the Company. The unexpected loss of the services of any of these
individuals could have a detrimental effect on the Company and the Bank. The
Company has entered into Change in Control Agreements with Messers. Bean,
Heinzelmann and Hackler under which each will receive certain benefits if their
employment is terminated other than for cause, or constructively terminated,
following a change in control of the Company. See "Management".
DIVIDEND HISTORY. The Company has not previously paid any cash dividends on
its Common Stock, and the Company does not intend to pay dividends in the near
future. The payment of any cash dividends by the Company in the future will
depend to a large extent on the receipt of dividends from the Bank. The ability
of the Bank to pay dividends is dependent upon the Bank's earnings and financial
condition. The payment of cash dividends by the Bank to the Company and by the
Company to its shareholders are both subject to certain statutory and regulatory
restrictions. See "Market Price and Dividend Policy" and "Regulation and
Supervision".
COMPETITION. There is significant competition among banks and bank holding
companies, many of which have far greater assets and resources than the Company,
in the areas in which the Company operates. The Company also encounters intense
competition in its commercial banking business from savings and loan
associations, credit unions, factors, insurance companies, commercial and
captive finance companies, and certain other types of financial institutions
located in other major metropolitan areas in the United States, many of which
are larger in terms of capital, resources and personnel than the Company. The
casualty IPF business of the Company is also very competitive. Large insurance
companies offer their own financing plans, and other independent premium finance
companies and other financial institutions offer IPF. The Company believes that
such competition will continue and increase in the future. In addition, the
manner in which and the means by which financial services are delivered to
customers have changed significantly in the past and can be expected to continue
to change in the future. It is not possible to predict the manner in which
existing technology, and changes in existing technology, will affect the
Company. Changes in technology are
5
<PAGE>
likely to require additional capital investments to remain competitive. Although
the Company has invested in new technology in the past, there can be no
assurance that the Company will have sufficient financial resources or access to
the proprietary technology which might be necessary to remain competitive in the
future. See "Business -- Competition".
REGULATION AND SUPERVISION. The Company and the Bank are subject to
extensive federal and state regulation and supervision, which is intended
primarily for the protection of insured depositors and consumers. In addition,
the Company and the Bank are subject to changes in federal and state law, as
well as changes in regulations, governmental policies and accounting principles.
The effects of any such potential changes cannot be predicted, but could
adversely affect the business and operations of the Company and the Bank. See
"Regulation and Supervision".
REGULATION OF CONTROL. Individuals, alone or acting in concert with others,
seeking to acquire more than 10% of any class of voting securities of the
Company must comply with the Change in Bank Control Act. Entities seeking to
acquire 5% or more of any class of voting securities of, or otherwise to
control, the Company must comply with the Bank Holding Company Act. Accordingly,
prospective investors need to be aware of these requirements and to comply with
these requirements, if applicable, in connection with any purchase of shares of
the Common Stock offered hereby.
GENERAL ECONOMIC CONDITIONS AND MONETARY POLICY. The operating income and
net income of the Company depend to a substantial extent on "rate
differentials", i.e., the differences between the income the Company receives
from loans, securities and other earning assets, and the interest expense it
pays to obtain deposits and other liabilities. These rates are highly sensitive
to many factors which are beyond the control of the Company, including general
economic conditions and the policies of various governmental and regulatory
authorities. For example, in an expanding economy, loan demand usually increases
and the interest rates charged on loans increase. Increases in the discount rate
by the Federal Reserve System usually lead to rising interest rates, which
affect the Company's interest income, interest expense and investment portfolio.
Also, governmental policies such as the creation of a tax deduction for
individual retirement accounts can increase savings and affect the cost of
funds.
TRADING MARKET FOR THE COMMON STOCK. Although the Common Stock is listed
for trading on the American Stock Exchange, the trading market in the Company's
Common Stock on such exchange historically has been less active than the average
trading market for companies listed on such exchange. As a result, the price of
the Company's Common Stock has ranged from $3.063 to $6.75 during the first nine
months of 1995. A public trading market having the desired characteristics of
depth, liquidity and orderliness depends upon the presence in the marketplace of
willing buyers and sellers of Common Stock at any given time, which presence is
dependent upon the individual decisions of investors and general economic and
market conditions over which the Company has no control. Consequently, although
the Company believes that this Offering will improve the liquidity of the market
for the Common Stock, no assurance can be given that this Offering will increase
the volume of trading in the Common Stock. See "Market Price and Dividend
Policy".
USE OF PROCEEDS
The Company has entered into an agreement to acquire First Midlothian, and
its wholly-owned subsidiary, the Midlothian Bank. In connection with the
acquisition, the shareholders of First Midlothian will receive cash for their
shares in that corporation. The Company intends to use the net proceeds from the
sale of Common Stock to finance this acquisition. The Company also intends to
use approximately $375,000 of the net proceeds to retire its outstanding debt.
Any remaining proceeds will be used by the Company for general corporate
purposes. See "The Midlothian Bank Acquisition -- Pro Forma Financial
Statements".
6
<PAGE>
CAPITALIZATION
The following table sets forth the unaudited consolidated capitalization of
the Company as of September 30, 1995, and the pro forma capitalization adjusted
to reflect (i) the sale by the Company of the Common Stock offered hereby; (ii)
the consummation of the acquisition of the Midlothian Bank; and (iii) the
application of net proceeds as described under "Use of Proceeds".
<TABLE>
<CAPTION>
SEPTEMBER 30, 1995
----------------------------
PRO FORMA AS
ACTUAL ADJUSTED
------------- -------------
<S> <C> <C>
Note payable................................................... $ 375,000 $ 0
Shareholders' equity:
Common stock, $.01 par value; Authorized -- 20,000,000
shares; Issued -- 3,516,595 shares, (5,441,656 as
adjusted)................................................... 35,166 54,417
Additional paid-in capital................................... 9,364,515 15,734,210
Retained earnings............................................ 573,311 573,311
Treasury stock............................................... (50,830) (50,830)
Unrealized gain on available-for-sale securities............. 114,539 114,539
------------- -------------
Total shareholders' equity................................. $ 10,036,701 $ 16,425,647
------------- -------------
------------- -------------
</TABLE>
MARKET PRICE AND DIVIDEND POLICY
MARKET PRICE
Since January 10, 1995 the Company's Common Stock has been traded on the
Primary List of the AMEX under the symbol "SRY". From February 23, 1994 through
January 9, 1995 the Company's Common Stock was traded on the AMEX Emerging
Company Marketplace under the symbol "SRY.EC". Prior to February 23, 1994, the
Company's Common Stock was traded in the over-the-counter market on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ").
The following table sets forth, for the periods indicated, the high and low
sale price per share of the Company's Common Stock as reported on the AMEX
Primary List since January 10, 1995, and on the AMEX Emerging Company
Marketplace from February 23, 1994, until January 9, 1995, and the high and low
bid price per share as reported by NASDAQ for prior periods. All prices have
been adjusted to reflect a one-for-ten reverse stock split effected by the
Company on June 14, 1993. The NASDAQ quotations reflect prices quoted by market
makers of the Company's Common Stock, without retail markup, markdown or
commissions, and may not necessarily represent actual transactions.
<TABLE>
<CAPTION>
HIGH LOW
--------- ---------
<S> <C> <C>
1994 FISCAL YEAR:
First quarter.............................................................. $ 6.38 $ 3.00
Second quarter............................................................. 5.25 3.88
Third quarter.............................................................. 5.00 4.00
Fourth quarter............................................................. 4.50 3.00
1995 FISCAL YEAR:
First quarter.............................................................. 4.38 3.06
Second quarter............................................................. 6.75 3.19
Third quarter.............................................................. 5.13 3.50
Fourth quarter (through November 30)....................................... 5.00 3.63
</TABLE>
DIVIDEND POLICY
THE COMPANY. The Company has not paid cash dividends in the past and does
not intend to pay dividends for the foreseeable future. The Company intends to
retain any future earnings for use in the business of the Company and the Bank.
The payment of any dividends in the future will be made at the discretion of the
Board of Directors of the Company and will depend upon the operating results and
7
<PAGE>
financial condition of the Company and the Bank, their capital requirements,
contractual agreements, general business conditions and other factors. The
Company's principal source of funds to pay dividends in the future, if any, on
the Common Stock will be cash dividends the Company receives from the Bank. See
"Regulation and Supervision" for a discussion of regulatory constraints on the
payment of dividends by national banks and bank holding companies generally.
THE BANK. The Bank is subject to various restrictions imposed by the
National Bank Act relating to the declaration and payment of dividends. The
board of directors of a national banking association may, subject to the
following limitations, declare a quarterly, semiannual or annual dividend of as
much of its net profits as it may judge expedient. The payment of dividends is
subject to the provisions of 12 U.S.C. 60, which provides that no dividends may
be declared or paid without the approval of the Office of the Comptroller of the
Currency ("OCC") if the total of all dividends, including the proposed dividend,
in any calendar year exceeds the total of the national banking association's net
profits for that year combined with its retained net profits of the preceding
two years. Under the provisions of 12 U.S.C. 56 no dividends may ever be paid in
an amount greater than the bank's net profits. The OCC also has authority to
prohibit a national bank from engaging in what in the OCC's opinion constitutes
an unsafe or unsound practice in conducting business, including the payment of a
dividend. See "Regulation and Supervision" for a discussion of regulatory
constraints on the payment of dividends by national banks and bank holding
companies generally.
THE MIDLOTHIAN BANK ACQUISITION
THE REORGANIZATION AGREEMENT
The Company intends to acquire First Midlothian and its subsidiary, the
Midlothian Bank. The Company and the Bank have entered into a reorganization
agreement dated October 17, 1995 with First Midlothian, the Midlothian Bank, and
the directors of the Midlothian Bank in both their individual and representative
capacities ("Reorganization Agreement"). Under the Reorganization Agreement, an
operating subsidiary of the Bank (to be formed) will be merged with and into
First Midlothian, and the shareholders of First Midlothian will receive cash in
the aggregate amount of (i) 150% of the book value of the Midlothian Bank, as of
the closing date, up to a book value of $4.5 million plus (ii) 100% of the book
value of the Midlothian Bank, as of the closing date, in excess of $4.5 million
minus (iii) all outstanding principal and accrued interest on debentures issued
by First Midlothian. Immediately following the merger of the operating
subsidiary of the Bank and First Midlothian, the Bank and the Midlothian Bank
will be consolidated under the charter of the Bank. The Reorganization Agreement
provides that in the calculation of the purchase price, the book value of the
Midlothian Bank will be decreased by audit fees, agent fees and one-half the
cost of canceling the Midlothian Bank's data processing contract, estimated in
the aggregate at $272,500. The purchase price paid by the Company will be
increased by one-half the cost of canceling the Midlothian Bank's data
processing contract. The total cost to cancel the contract is estimated at
$125,000.
If the acquisition had been completed on September 30, 1995, the purchase
price paid to the shareholders of First Midlothian would have been approximately
$5.4 million.
The obligations of the parties to complete the acquisition are subject to
certain conditions, including the conditions that (i) all approvals of any
regulatory authority having jurisdiction shall have been received and all
applicable statutory waiting periods shall have expired; and (ii) at the closing
date, no litigation shall be pending or threatened to restrain or prohibit or
obtain damages regarding the acquisition or as a result of which, in the
reasonable judgment of the Company or First Midlothian, the parties could be
deprived of any of the material benefits contemplated under the Reorganization
Agreement. In addition, the Company and the Bank are not obligated to complete
the acquisition unless certain conditions set out in the Reorganization
Agreement have been satisfied or waived by the Company and the Bank, including
that (i) the shareholders of First Midlothian shall have approved the
transactions contemplated under the Reorganization Agreement; (ii) neither First
Midlothian nor the Midlothian Bank shall have, in the opinion of the Company and
the Bank, suffered any material adverse change in their financial condition,
business, operations, prospects, properties or assets; (iii) holders of no more
than 5% of the outstanding shares of First Midlothian shall have dissented from
the merger of First Midlothian and the Bank's operating subsidiary;
8
<PAGE>
and (iv) the Company shall have sufficient financial resources available, in its
sole opinion, to consummate the acquisition. The directors of First Midlothian,
First Midlothian, and the Midlothian Bank are not obligated to complete the
transaction if certain conditions are not met, including the condition that the
shareholders of the Bank shall have approved the consolidation of the Bank and
the Midlothian Bank contemplated under the Reorganization Agreement. The
directors of First Midlothian have agreed, in their individual and
representative capacities, jointly and severally, that they shall be responsible
for all federal, state and local income, franchise and other tax liabilities of
First Midlothian or Midlothian Bank for all periods prior to the acquisition. In
addition, they shall be responsible for payment of federal income and Texas
franchise tax liabilities incurred by the Company, the Bank, First Midlothian or
the Midlothian Bank as a result of the acquisition and the subsequent
liquidation of First Midlothian being held to be a taxable acquisition or
disposition of assets or other taxable transaction. If the Company elects to
terminate the Reorganization Agreement because, in its opinion, it does not have
sufficient financial resources available to complete the acquisition, the
Company is obligated to pay First Midlothian a break-up fee of a minimum of
$25,000, if the election is made before December 31, 1995, and a maximum of
$50,000, if the election is made before June 30, 1996.
The closing date of the acquisition will be selected by mutual agreement of
the parties to the Reorganization Agreement following the satisfaction of all
conditions to closing. The Company anticipates that the closing will take place
substantially contemporaneously with the closing of this Offering.
BUSINESS OF FIRST MIDLOTHIAN
First Midlothian is a Texas corporation located in Midlothian, Texas. First
Midlothian engages in no significant activities other than owning and managing
the Midlothian Bank. First Midlothian has 48,000 shares of common stock issued
and outstanding. The directors who individually and as a group approved and
executed the Reorganization Agreement are the record and beneficial owners of
approximately 42% of the outstanding common stock of First Midlothian.
At September 30, 1995, First Midlothian had total consolidated assets of
approximately $52.1 million, total consolidated deposits of approximately $47.2
million, and total consolidated shareholders' equity of approximately $3.8
million. First Midlothian had $674,707 in principal amount of debentures issued
and outstanding at September 30, 1995. The Reorganization Agreement contemplates
that First Midlothian will be liquidated, and the debentures repaid by First
Midlothian, following the acquisition.
First Midlothian's subsidiary, the Midlothian Bank, is a community bank
which offers interest and noninterest bearing depository accounts, and makes
consumer and commercial loans. As September 30, 1995, the Midlothian Bank's loan
portfolio consisted of $12.4 million of real estate loans (60% of the gross loan
portfolio), $4.2 million of commercial loans (20% of the gross loan portfolio),
and $4.0 million of installment loans (19% of the gross loan portfolio). At
September 30, 1995, the Midlothian Bank's total nonaccrual loans were $128,621
(0.6% of the gross loan portfolio). The allowance for possible loan losses was
$230,615, or 179% of total nonaccruing loans, and 1.1% of the gross loan
portfolio. Other real estate owned by the Midlothian Bank was $713,268 at
September 30, 1995. Midlothian Bank reported net income after taxes of $274,943
for 1994, and $306,264 for the nine months ended September 30, 1995. See the
consolidated financial statements of First Midlothian included in this
prospectus.
PRO FORMA FINANCIAL STATEMENTS
The following pro forma financial statements set forth the consolidated
balance sheets at September 30, 1995 and income statements for the nine months
ended September 30, 1995 and for the year ended December 31, 1994 for the
Company and First Midlothian, the adjustments reflecting the proposed
acquisition, and the pro forma combined information. The information with
respect to the Company as of September 30, 1995 and the pro forma information
are unaudited. The pro forma balance sheet assumes that the acquisition was
consummated on September 30, 1995. The pro forma income statements assume that
the acquisition was consummated at the beginning of the periods indicated. The
pro forma financial statements should be read in conjunction with the financial
statements and footnotes thereto appearing elsewhere in this prospectus. The pro
forma combined balance sheet and statement of income are not necessarily
indicative of the combined financial position at consummation or the results of
operations following consummation.
9
<PAGE>
PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
SURETY FIRST
CAPITAL MIDLOTHIAN PRO FORMA
CORPORATION CORPORATION DEBITS CREDITS COMBINED
------------ --------------- -------------- ---------- ------------
<S> <C> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
ASSETS:
Cash and due from banks......................... $ 4,997,517 $ 3,586,274(B) $6,013,946(A) $6,051,946 $ 8,545,791
Federal funds sold.............................. 21,660,000 7,100,000 28,760,000
------------ --------------- ------------
Cash and cash equivalents..................... 26,657,517 10,686,274 6,013,946 6,051,946 37,305,791
Interest bearing deposits in financial
institutions................................... 1,334,860 -- 1,334,860
Investment securities........................... 17,017,258 19,309,212(C) 40,336 36,366,806
Net loans....................................... 67,923,543 20,094,209 88,017,752
Premises and equipment, net..................... 2,776,443 861,532(D) 319,468 3,957,443
Accrued interest receivable..................... 622,518 429,114 1,051,632
Other real estate and repossessed assets........ 92,830 653,035 745,865
Other assets.................................... 594,762 96,866 691,628
Excess of cost over fair value of net assets
acquired, net.................................. 2,534,050 --(A) 1,254,334 3,788,384
------------ --------------- -------------- ---------- ------------
Total assets................................ $119,553,781 $52,130,242 $7,628,084 $6,051,946 $173,260,161
------------ --------------- -------------- ---------- ------------
------------ --------------- -------------- ---------- ------------
LIABILITIES:
Demand deposits................................. $ 13,914,468 $10,154,310 $ -- $ -- $ 24,068,778
Savings, NOW and money markets.................. 31,421,332 16,729,861 48,151,193
Time deposits, $100,000 and over................ 13,885,925 1,963,600 15,849,525
Other time deposits............................. 48,986,950 18,312,770 67,299,720
------------ --------------- ------------
Total deposits.............................. 108,208,675 47,160,541 155,369,216
Note payable.................................... 375,000 674,707(A) 1,049,707 --
Federal income tax payable...................... 254,386 -- 254,386
Accrued interest payable........................ 679,019 531,893 1,210,912
------------ --------------- -------------- ---------- ------------
Total liabilities........................... 109,517,080 48,367,141 1,049,707 156,834,514
------------ --------------- -------------- ---------- ------------
SHAREHOLDERS' EQUITY:
Common stock.................................... 35,166 480,000(A) 480,000(B) 19,251 54,417
Additional paid in capital...................... 9,364,515 679,493(A) 679,493(B) 6,369,695 15,734,210
Retained earnings............................... 573,311 2,603,608(A) 2,603,608 573,311
Treasury stock.................................. (50,830) -- (50,830)
Unrealized gain (loss) on available-for-sale
securities..................................... 114,539 -- 114,539
------------ --------------- -------------- ---------- ------------
Total equity................................ 10,036,701 3,763,101 4,812,808 6,388,946 16,425,647
------------ --------------- -------------- ---------- ------------
Total liabilities and equity.............. $119,553,781 $52,130,242 $4,812,808 $6,388,946 $173,260,161
------------ --------------- -------------- ---------- ------------
------------ --------------- -------------- ---------- ------------
</TABLE>
- --------------------------
(A) To record the purchase of First Midlothian. The shareholders of First
Midlothian will receive 150% of the book value of the Midlothian Bank at
closing, up to a book value of $4.5 million, plus 100% of any book value in
excess of $4.5 million, plus 50% of the cost to cancel an EDS data
processing contract, (estimated at $62,500), minus the total principal and
accrued interest attributable to debt issued by First Midlothian. The book
value of the Midlothian Bank will be the total equity less 50% of the cost
to cancel a contract with EDS, less $40,000 for estimated audit fees and
less $170,000 for agent fees. Thus, if the acquisition had been consummated
as of September 30, 1995, the purchase price would have been calculated as
follows: (($4,265,464 - 62,500 - 40,000 - 170,000) X 1.5) + 62,500 =
$6,051,946. First Midlothian will pay off its debt with part of the proceeds
of the purchase price. The difference between the purchase price and the
value of the assets purchased, estimated at $1,254,334, is recorded as
goodwill and is amortized over a 15 year period. The Company anticipates
that the book value of the Midlothian Bank will be increased through the
retention of earnings prior to closing.
(B) To record $6,500,000 net capital raised through the offering and the payoff
of the Company's debt of $375,000.
(C) In order to adjust investment securities to estimated market value an
increase of $40,336 is recorded.
(D) In order to adjust property and equipment to estimated market value an
increase of $319,468 is recorded.
10
<PAGE>
PRO FORMA INCOME STATEMENT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
PRO FORMA
SURETY FIRST ADJUSTMENTS
CAPITAL MIDLOTHIAN ------------------------------ PRO FORMA
CORPORATION CORPORATION DEBITS CREDITS COMBINED
------------ ------------ -------------- -------------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Interest Income:
Commercial loans and real estate loans...... $ 2,759,887 $ 1,240,594 $ -- $ -- $ 4,000,481
Consumer loans.............................. 861,646 296,496 1,158,142
Insurance premium financing................. 2,080,915 -- 2,080,915
Federal funds sold.......................... 358,600 320,679 679,279
Investment securities and interest bearing
deposits................................... 810,719 866,236 1,676,955
Other interest income....................... -- 1,757 1,757
------------ ------------ -------------- -------------- ------------
Total interest income................... 6,871,767 2,725,762 9,597,529
------------ ------------ -------------- -------------- ------------
Interest expense:
Savings, NOW and money market............... 569,783 368,646 938,429
Time deposits, $100,000 and over............ 579,022 202,403 781,425
Other time deposits......................... 1,276,222 595,985 1,872,207
Other interest expense...................... 111,915 68,011 179,926
------------ ------------ -------------- -------------- ------------
Total interest expense.................. 2,536,942 1,235,045 3,771,987
------------ ------------ -------------- -------------- ------------
Net interest income before provision for
loan losses................................ 4,334,825 1,490,717 5,825,542
Provision for loan losses................... 60,000 35,000 95,000
------------ ------------ -------------- -------------- ------------
Net interest income..................... 4,274,825 1,455,717 5,730,542
------------ ------------ -------------- -------------- ------------
Non interest income........................... 1,056,095 469,788 1,525,883
------------ ------------ -------------- -------------- ------------
Non interest expense:
Salaries and employee benefits.............. 2,143,694 720,361 2,864,055
Occupancy & equipment....................... 668,483 156,170 7,987(C) 832,640
General & administrative.................... 1,569,753 592,140 335,217(B) 159,300(A) 2,337,810
------------ ------------ -------------- -------------- ------------
Total noninterest expense............... 4,381,930 1,468,671 343,204 159,300 6,034,505
------------ ------------ -------------- -------------- ------------
Income before income taxes.............. 948,990 456,834 343,204 159,300 1,221,920
Income tax expense:
Current..................................... 300,577 50,498(D) 108,796(D) 242,279
Deferred.................................... -- 150,570 150,570
------------ ------------ -------------- -------------- ------------
Net income.............................. $ 648,413 $ 306,264 $ 393,702(F) $ 268,096(F) $ 829,071
------------ ------------ -------------- -------------- ------------
------------ ------------ -------------- -------------- ------------
Net income per share of common stock.......... $ 0.20 $ 0.16
------------ ------------
------------ ------------
Weighted average shares outstanding........... 3,208,319 5,133,380(E)
------------ ------------
------------ ------------
</TABLE>
- ------------------------
(A) To record savings to be realized in connection with the acquisition. These
adjustments are a direct result of the elimination of director fees,
committee fees and professional fees which will not continue after the
acquisition. In addition to the elimination of these fees, a reduction in
computer processing fees is also recorded.
(B) To record amortization of the Goodwill recorded in connection with the
acquisition of First Midlothian for the nine months ended September 30, 1995
and to record payment of fees by First Midlothian (i.e. agent's fee of
$170,000, First Midlothian's share of the estimated cost to cancel the EDS
contract of $62,500 and estimated audit fee of $40,000).
(C) To record the additional depreciation to premises and equipment as a result
of the write up to estimated market value for First Midlothian for the nine
months ended September 30, 1995.
(D) To record tax effect of adjustments.
(E) The additional shares offered hereby (1,925,061 shares) increase total
outstanding shares.
(F) This pro forma income statement does not reflect all adjustments to, or
projected changes in, income the Bank expects to realize following
consummation of the acquisition. The pro forma income statement reflects
known and quantifiable adjustments if the acquisition had been completed on
September 30, 1995.
11
<PAGE>
PRO FORMA INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
PRO FORMA
SURETY FIRST ADJUSTMENTS
CAPITAL MIDLOTHIAN ------------------------------ PRO FORMA
CORPORATION CORPORATION DEBITS CREDITS COMBINED
------------ ------------ -------------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
Interest Income:
Commercial loans and real estate loans....... $ 1,422,911 $ 1,466,820 $ -- $ -- $ 2,889,731
Consumer loans............................... 1,059,188 351,874 1,411,062
Insurance premium financing.................. 2,172,038 -- 2,172,038
Federal funds sold........................... 302,621 185,581 488,202
Investment securities and interest bearing
deposits.................................... 430,251 963,043 1,393,294
Other interest income........................ -- 32,621 32,621
------------ ------------ -------------- -------------- ----------------
Total interest income.................... 5,387,009 2,999,939 8,386,948
------------ ------------ -------------- -------------- ----------------
Interest expense:
Savings, NOW and money market................ 353,123 327,632 680,755
Time deposits, $100,000 and over............. 362,700 134,369 497,069
Other time deposits.......................... 760,833 627,142 1,387,975
Other interest expense....................... 11,075 81,777 92,852
------------ ------------ -------------- -------------- ----------------
Total interest expense................... 1,487,731 1,170,920 2,658,651
------------ ------------ -------------- -------------- ----------------
Net interest income before provision for loan
losses...................................... 3,899,278 1,829,019 5,728,297
Provision for loan losses.................... 106,899 -- 106,899
------------ ------------ -------------- -------------- ----------------
Net interest income...................... 3,792,379 1,829,019 5,621,398
------------ ------------ -------------- -------------- ----------------
Non interest income............................ 1,160,007 627,846 1,787,853
------------ ------------ -------------- -------------- ----------------
Non interest expense:
Salaries and employee benefits............... 2,201,188 941,462 3,142,650
Occupancy & equipment........................ 669,936 194,860 10,649(C) 875,445
General & administrative..................... 1,590,814 936,371 356,122(B) 212,400(A) 2,670,907
------------ ------------ -------------- -------------- ----------------
Total noninterest expense................ 4,461,938 2,072,693 366,771 212,400 6,689,002
------------ ------------ -------------- -------------- ----------------
Income before income taxes............... 490,448 384,172 366,771 212,400 720,249
Income tax expense:
Current...................................... 36,697 -- 67,331(E) 116,266(E) (12,239)
Deferred..................................... (19,009) 109,229 90,220
------------ ------------ -------------- -------------- ----------------
Net income................................. $ 472,760 $ 274,943 $ 434,102(D) $ 328,666(D) $ 642,268
------------ ------------ -------------- -------------- ----------------
------------ ------------ -------------- -------------- ----------------
Net income per share of common stock........... $ 0.20 $ 0.15
------------ ----------------
------------ ----------------
Weighted average shares outstanding............ 2,393,841 4,318,902 (F)
------------ ----------------
------------ ----------------
</TABLE>
- ------------------------
(A) To record savings to be realized by the acquisition. These adjustments are a
direct result of the elimination of director, committee and professional
fees which will not continue after the consolidation. In addition to the
elimination of these fees, a reduction in computer processing fees is also
recorded.
(B) To record amortization of the goodwill added through the acquisition of
First Midlothian for the year ended December 31, 1994 and to record payment
of fees by First Midlothian (i.e. agent's fee of $170,000, First
Midlothian's share of the estimated cost to cancel the EDS contract of
$62,500 and estimated audit fee of $40,000).
(C) To record the additional depreciation to premises and equipment as a result
of the write up to estimated market value for First Midlothian for the year
ended December 31, 1994.
(D) This pro forma income statement does not reflect all adjustments to, or
projected changes in, income the Company expects to realize following
consummation of the acquisition.
(E) To record tax effect of adjustments.
(F) The additional shares offered hereby (1,925,061 shares) increase total
outstanding shares.
12
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data of the Company is derived
from the unaudited financial statements of the Company as of and for the nine
month periods ended September 30, 1995 and 1994, and from the audited financial
statements of the Company as of and for the five years ended December 31, 1994.
The following selected consolidated financial data of the Company should be read
in connection with the consolidated financial statements of the Company and the
notes thereto and the information in Management's Discussion and Analysis of
Financial Condition and Results of Operations.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
-------------------- -----------------------------------------------------
1995 (1) 1994 (2) 1994 (2) 1993 (3) 1992 1991 1990
--------- -------- --------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
($ in 000's)
Interest income................................. $ 6,872 $ 3,743 $ 5,387 $ 3,995 $ 3,344 $ 2,953 $ 2,175
Interest expense................................ 2,537 972 1,488 1,124 978 1,380 1,071
Net interest income........................... 4,335 2,771 3,899 2,871 2,366 1,573 1,104
Provision for loan losses....................... 60 67 107 91 300 467 221
Net interest income after provision for loan
losses....................................... 4,275 2,705 3,792 2,781 2,067 1,107 883
Noninterest income.............................. 1,056 801 1,160 1,182 784 488 455
Noninterest expense............................. 4,382 3,205 4,462 3,592 2,835 2,185 1,933
Extraordinary item -- gain on debt settlement... -- -- -- -- -- -- 517
Earnings before income taxes.................... 949 301 490 371 16 (590) (78)
Income taxes.................................... 301 8 17 -- -- -- --
Net earnings (loss)............................. $ 648 $ 294 $ 473 $ 371 $ 16 $ (590) $ (78)
COMMON SHARE DATA: (4)
Net earnings (loss)............................. $ 0.20 $ 0.13 $ 0.20 $ 0.19 $ 0.00 $ (0.45) $ (0.08)
Book value...................................... 2.85 2.52 2.65 2.32 2.05 1.85 1.43
Weighted average common shares outstanding (in
000's)......................................... 3,208 2,344 2,394 2,002 1,952 1,310 963
Period end shares outstanding (in 000's)........ 3,506 2,373 3,041 2,273 1,981 1,767 988
BALANCE SHEET DATA:
($ in 000's)
Total assets.................................... $119,554 $61,784 $102,294 $49,036 $30,964 $26,877 $22,088
Insurance premium finance loans, net............ 23,724 20,254 20,497 14,209 7,051 8,016 6,801
Other loans, net................................ 44,924 19,509 44,167 17,417 12,442 11,242 8,388
Allowance for loan losses....................... 725 407 698 401 325 343 277
Total deposits.................................. 108,209 55,552 92,027 43,596 26,840 23,335 20,012
Shareholders' equity............................ 10,037 5,969 8,066 5,281 4,058 3,263 1,409
PERFORMANCE DATA: (5)
Return (loss) on average total assets........... .9% .7% .8% .8% .1% (2.3)% (.4)%
Return (loss) on average shareholders' equity... 9.6 6.8 7.4 8.7 .4 (30.4) (7.2)
Net interest margin............................. 6.3 7.4 7.1 7.0 8.7 7.0 7.0
Loans to deposits............................... 63.4 71.6 70.3 72.5 72.6 82.5 75.9
ASSET QUALITY RATIOS: (5)
Nonperforming assets to total assets............ .1% .1% .2% .3% .7% 2.1% 3.8%
Nonperforming loans to total loans.............. .1 .1 .2 .3 .8 2.4 5.3
Net loan charge-offs to average loans........... .1 .3 .4 .3 1.6 2.3 .5
Allowance for loan losses to total loans........ 1.1 1.0 1.1 1.3 1.7 1.8 1.8
Allowance for loan losses to nonperforming
loans.......................................... 1,772.5 456.9 574.8 425.8 201.1 74.8 34.8
CAPITAL RATIOS:
Tier I risk-based capital....................... 10.17% 10.97% 10.13% 11.37% 14.44% 13.2% 5.3%
Total risk-based capital........................ 11.14 11.73 11.17 12.57 15.69 14.7 6.8
Leverage........................................ 6.4 8.5 5.6 10.0 11.9 10.9 4.6
</TABLE>
- ------------------------------
(1) On September 28, 1995 the Company completed the acquisition of certain
assets and the assumption of certain liabilities relating to the branch of
Bank One, Texas, National Association Texas located in Waxahachie, Texas.
(2) On May 31, 1994 the Company acquired 100% of the outstanding common stock of
The Farmers Guaranty State Bank of Kennard, Kennard, Texas, and on December
8, 1994 the Company acquired 100% of the outstanding common stock of First
National Bank, Whitesboro, Texas.
(3) On March 23, 1993 the Company acquired 100% of the outstanding common stock
of the Bank of East Texas, Chester, Texas and First State Bank, Wells,
Texas. Operations of these two banks have been included in consolidated
operations subsequent to February 28, 1993.
(4) The information provided given for 1990, 1991 and 1992 has been restated to
reflect a one for ten reverse stock split in June 1993.
(5) All interim periods have been annualized.
13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion highlights the major changes affecting the
operations and financial condition of the Company for the nine months ended
September 30, 1995 and 1994 and the three years ended December 31, 1994. The
discussion should be read in conjunction with the consolidated financial
statements and accompanying notes included elsewhere in this prospectus.
GENERAL
The Company derives substantially all of its revenues and income from the
operation of its subsidiary, the Bank, which provides a full range of commercial
and consumer banking services to businesses and individuals in the north and
east Texas area and has attempted to distinguish itself by developing niche
products such as insurance premium finance. As of September 30, 1995, the
Company had total assets of $119.6 million, net loans of $67.9 million, total
deposits of $108.2 million, and total shareholders' equity of $10.0 million. The
Company reported net income of $648,413 for the nine months ended September 30,
1995 compared with net income of $293,734 for the nine months ended September
30, 1994 as a result of internal loan growth within its niche products and its
acquisitions of community banks.
During 1994, the Company had no effective tax rate through the utilization
of its net operating losses. The Company returned to paying federal income taxes
at the effective rate of 32% during 1995. Income before taxes was $948,990 for
the nine months ended September 30, 1995, an increase of $647,756 or 215.0% when
compared with the same period for 1994.
On May 31, 1994, the Company acquired The Farmers Guaranty State Bank of
Kennard, Texas. On December 8, 1994 the Company acquired the First National
Bank, Whitesboro, Texas and on September 28, 1995, the Company acquired the
assets and assumed the liabilities of the Waxahachie, Texas, branch of Bank One,
Texas, National Association. The Company views these acquisitions as a means of
expanding its operations and anticipates they will contribute favorably to
future results of the Company. The Company continues to actively serve the
banking needs of these local communities, as it has served the local communities
of its other branches. The deposits at these new branches will allow the Company
to increase its niche lending activities of IPF and insurance medical claims
factoring. The Company's strategy is to continue to acquire community banks with
low loan-to-deposit ratios and use excess deposits to fund IPF and other niche
lending products. See "Business -- Acquisitions".
RESULTS OF OPERATIONS
NET EARNINGS
Net earnings were $648,413 ($0.20 per share) for the nine months ended
September 30, 1995, compared with net earnings of $293,734 ($0.13 per share) for
the nine months ended September 30, 1994, an increase of $354,679 or 120.7%.
Factors contributing to the increase in earnings in 1995 compared with 1994
include an increase in net interest income, loan growth in the Company's niche
lending products, and the growth of noninterest income mainly as a result of the
acquisition of The Farmers Guaranty State Bank, Kennard, Texas and the
acquisition of First National Bank, Whitesboro, Texas.
Net earnings were $472,760 for 1994 ($0.20 per share), compared with net
earnings of $370,723 for 1993 ($0.19 per share) and $16,424 for 1992 ($0.00 per
share). The earnings per share for 1994 were affected by additional shares
issued in December 1994 in connection with the acquisition of First National
Bank, Whitesboro. The 27.5% increase and 2,157.2% increase in earnings for 1994
and 1993 respectively, were attributable to an increase in net interest income
resulting from improved asset quality, loan growth in the Company's niche
lending products and acquisitions of community banks.
EARNINGS BEFORE INCOME TAXES
Earnings before income taxes were $948,990 for the nine months ended
September 30, 1995, compared with $301,234 for the first nine months of 1994, a
215% increase. As previously mentioned, the Company
14
<PAGE>
returned to paying federal income taxes at the effective rate of 32% during
1995, compared with a nominal effective tax rate for 1994. As a result of the
return to paying federal taxes, the net income for the nine months ended
September 30, 1995 may be more indicative of operating trends in the future.
Conversely, earnings before income taxes in the 1995 period may be more useful
when comparing results with prior periods.
Earnings before income taxes were $490,448 in 1994, compared with $370,723
in 1993, an increase of $119,725 or 32.3%. Earnings before income taxes were
$16,424 in 1992. The improvement in earnings before income taxes for 1994
compared with 1993 was primarily attributable to an increase in net interest
income resulting from an increase in net interest margin. The increase in net
interest income in 1994, as compared with 1993, was the result of loan growth
within the Company's niche lending products. The average balance of insurance
premium finance loans grew by 96.6% to a balance of $19.4 million from $9.9
million for 1994 and 1993, respectively. The 2,157.2% growth in earnings before
income taxes in 1993 as compared with 1992 was attributable to an increase in
net interest income as a result of loan growth. In 1993, the Company also
realized a gain on the sale of investment securities of approximately $94,000.
NET INTEREST INCOME
Net interest income is the difference between income earned on
interest-earning assets and the interest expense incurred on interest-bearing
liabilities. The net yield on total interest-earning assets, also referred to as
interest rate margin or net interest margin, represents net interest income
divided by average interest-earning assets. The Company's principal
interest-earning assets are loans, investment securities, medical receivables
factoring and federal funds sold.
Net interest income was $4.3 million for the first nine months of 1995, an
increase of $1.6 million or 58.1% compared with the first nine months of 1994,
resulting principally from an increase in interest-earning assets from $55.3
million to $107.9 million, a significant portion of which was comprised of loans
(typically the highest yielding asset). The increase in interest-earning assets
was offset by an increase in interest-bearing liabilities from $47.1 million to
$94.7 million. In addition, the Company experienced a decrease in the net
interest spread of 110 basis points from 6.9% to 5.8% for the nine months ended
September 30, 1994 and 1995, respectively. The foregoing decrease resulted
principally from the fact that the cost of interest-bearing liabilities
increased more than the yield on interest-earning assets. The yield on
interest-earning assets increased 10 basis points from 9.9% to 10.0%, while the
cost of interest-bearing liabilities increased 120 basis points from 3.0% to
4.2% for the nine months ended September 30, 1994 and 1995, respectively. Net
interest income was $3.9 million for 1994, an increase of $1.0 million or 35.8%
compared with net interest income of $2.9 million for 1993, which represented an
increase of $505,224 or 21.4% compared with net interest income of $2.4 million
for 1992. The Company's average total interest-earning assets increased from
approximately $41.2 million for 1993 to $54.8 million for 1994, representing a
33.1% increase resulting principally from an increase in loans. The net interest
margin of 7.1% for 1994 increased 10 basis points from 7.0% for 1993. The
Company's average total interest-earning assets increased from $27.1 million for
1992 to $41.2 million for 1993, representing a 51.7% increase resulting
principally from an increase in loans and investment securities.
The Company's net interest income is affected by changes in the amount and
mix of interest-earning assets and interest-bearing liabilities, referred to as
a "volume change". It is also affected by changes in yields earned on
interest-earning assets and rates paid on interest-bearing deposits and other
borrowed funds, referred to as a "rate change". The decline in the net yield on
total interest-earning assets from 1994 through the first nine months of 1995
resulted principally from an increase in investment securities as a percentage
of total interest-earning assets, which produced a lower average rate of return
for the Company than loans, and the addition of the consumer, commercial and
real estate loans through the acquisition of First National Bank, Whitesboro,
Texas. The yield on consumer, commercial and real estate loans declined to 10.9%
for the first nine months of 1995 from 12% for the twelve months ended December
31, 1994. The following table sets forth for each category of interest-earning
assets and interest-bearing liabilities the average amounts outstanding, the
interest earned or paid on such amounts and the average rate paid for the nine
months
15
<PAGE>
ended September 30, 1995 and 1994 and for the three years ended December 31,
1994, 1993 and 1992. The table also sets forth the average rate earned on all
interest-earning assets, the average rate paid on all interest-bearing
liabilities, and the net yield on average interest-earning assets for the same
periods.
AVERAGE BALANCE SHEET AND ANALYSIS OF NET INTEREST INCOME
<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 1995 SEPTEMBER 30, 1994
--------------------------------- --------------------------------
INTEREST INTEREST
AVERAGE INCOME/ AVERAGE AVERAGE INCOME/ AVERAGE
A S S E T S BALANCE EXPENSE RATE BALANCE EXPENSE RATE
------------ ---------- ------- ----------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Interest-bearing deposits................................. $ 1,433,354 $ 76,419 7.1% $ 783,493 $ 40,389 6.9%
U.S. Treasury and agency securities (1)................... 15,073,774 734,300 6.5 6,847,990 250,231 4.9
Federal funds sold........................................ 7,995,800 358,600 6.0 5,711,995 188,197 4.4
Loans (2)(3).............................................. 67,992,319 5,702,448 11.2 37,313,907 3,264,214 11.7
Allowance for loan losses................................. (711,919) N/A N/A (430,212) N/A N/A
------------ ---------- ------- ----------- ---------- -------
Total interest-earning assets........................... $ 91,783,328 $6,871,767 10.0% $50,227,173 $3,743,031 9.9%
------------ ---------- ------- ----------- ---------- -------
Cash and due from banks................................... 4,403,273 3,047,360
Premises and equipment.................................... 2,402,578 1,433,014
Accrued interest receivable............................... 639,556 167,977
Other real estate owned................................... 71,545 35,947
Other assets.............................................. 2,989,181 742,739
------------ -----------
Total assets............................................ $102,289,461 $55,654,210
------------ -----------
------------ -----------
L I A B I L I T I E S
Interest-bearing liabilities:
Interest-bearing demand deposits.......................... $ 22,422,644 $ 476,084 2.8% $13,505,323 $ 231,110 2.3%
Savings deposits.......................................... 4,697,675 93,699 2.7 3,844,726 74,622 2.6
Time deposits............................................. 52,078,213 1,855,244 4.8 25,399,059 665,832 3.5
Notes payable............................................. 1,297,565 111,915 11.5 -- -- --
------------ ---------- ------- ----------- ---------- -------
Total interest-bearing liabilities...................... $ 80,496,097 $2,536,942 4.2% $42,749,108 $ 971,564 3.0%
------------ ---------- ------- ----------- ---------- -------
Noninterest-bearing deposits.............................. 12,297,624 6,912,272
Other liabilities......................................... 489,746 244,682
------------ -----------
------------ -----------
Total liabilities....................................... 93,283,467 49,906,062
Shareholders' equity........................................ 9,005,994 5,748,148
------------ -----------
Total liabilities and equity............................ $102,289,461 $55,654,210
------------ -----------
------------ -----------
Net interest income......................................... $4,334,825 $2,771,467
---------- ----------
---------- ----------
Net interest spread......................................... 5.8% 6.9%
------- -------
------- -------
Net interest margin......................................... 6.3% 7.4%
------- -------
------- -------
</TABLE>
- ------------------------
(1) Interest income on tax exempt securities does not reflect the tax equivalent
yield.
(2) Loans on nonaccrual status have been included in the computation of average
balances.
(3) The interest income on loans does not include loan fees. Loan fees are
immaterial and are included in noninterest income.
16
<PAGE>
AVERAGE BALANCE SHEET AND ANALYSIS OF NET INTEREST INCOME
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------------------------------------------
1994 1993 1992
--------------------------------------- --------------------------------------- ------------
INTEREST INTEREST
AVERAGE INCOME/ AVERAGE INCOME/ AVERAGE
A S S E T S BALANCE EXPENSE AVERAGE RATE BALANCE EXPENSE AVERAGE RATE BALANCE
- ------------------------------ ------------ ----------- ------------ ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Interest-bearing deposits... $ 981,184 $ 68,173 6.9% $ 636,420 $ 20,853 3.3% $ 483,333
U.S. Treasury and agency
securities (1)............. 7,648,411 362,078 4.7 9,567,829 507,273 5.3 --
Federal funds sold.......... 6,456,165 302,621 4.7 5,343,461 162,830 3.0 6,474,639
Loans (2)(3)................ 40,136,926 4,654,137 11.6 26,008,833 3,304,105 12.7 20,496,380
Allowance for loan losses... (444,805) N/A N/A (388,255) N/A N/A (311,970)
------------ ----------- --- ------------ ----------- --- ------------
Total interest-earning
assets................. $ 54,777,881 5,387,009 9.8% 41,168,288 3,995,061 9.7% 27,142,382
------------ ----------- --- ------------ ----------- --- ------------
------------ ----------- --- ------------ ----------- --- ------------
Cash and due from banks..... 3,249,783 2,705,248 1,819,201
Premises and equipment...... 1,520,404 1,094,260 885,511
Accrued interest
receivable................. 205,770 185,109 46,005
Other real estate owned..... 51,043 31,715 19,195
Other assets................ 1,357,765 417,878 640,993
------------ ------------ ------------
Total assets............ $ 61,162,646 $ 45,602,49 $ 30,553,287
------------ ------------ ------------
------------ ------------ ------------
L I A B I L I T I E S
Interest-bearing liabilities:
Interest-bearing demand
deposits................... $ 14,680,300 $ 259,113 1.8% 12,538,376 209,937 1.7% 6,935,234
Savings deposits............ 3,104,155 94,010 3.0 3,165,466 96,962 3.1 1,305,089
Time deposits............... 28,530,396 1,123,533 4.0 19,095,938 816,685 4.3 14,553,547
Notes payable............... 146,756 11,075 7.5 -- -- -- --
------------ ----------- --- ------------ ----------- --- ------------
Total interest-bearing
liabilities.............. $ 46,461,607 1,487,731 3.2 % 34,799,780 1,123,584 3.2 % 22,793,870
Noninterest-bearing
deposits................... 7,996,860 6,375,876 3,675,287
Other liabilities........... 281,660 151,681 145,950
------------ ------------ ------------
Total liabilities............. 54,740,127 41,327,337 26,615,107
Shareholders' equity.......... 6,422,519 4,275,161 3,938,180
------------ ------------ ------------
Total liabilities and
equity................... $ 61,162,646 $ 45,602,498 $ 30,553,287
------------ ------------ ------------
------------ ------------ ------------
Net interest income........... $ 3,899,278 $ 2,871,477
----------- -----------
----------- -----------
Net interest spread........... 6.6 % 6.5 %
--- ---
--- ---
Net interest margin........... 7.1 % 7.0 %
--- ---
--- ---
<CAPTION>
INTEREST
INCOME/
A S S E T S EXPENSE AVERAGE RATE
- ------------------------------ ----------- ------------
<S> <C> <C>
Interest-earning assets:
Interest-bearing deposits... $ 17,455 3.6%
U.S. Treasury and agency
securities (1)............. -- --
Federal funds sold.......... 222,146 3.4
Loans (2)(3)................ 3,104,367 15.2
Allowance for loan losses... N/A N/A
----------- ---
Total interest-earning
assets................. 3,343,968 12.3%
----------- ---
----------- ---
Cash and due from banks.....
Premises and equipment......
Accrued interest
receivable.................
Other real estate owned.....
Other assets................
Total assets............
L I A B I L I T I E S
Interest-bearing liabilities:
Interest-bearing demand
deposits................... 194,073 2.8%
Savings deposits............ 45,984 3.5
Time deposits............... 737,658 4.9
Notes payable............... -- --
----------- ---
Total interest-bearing
liabilities.............. 977,715 4.3 %
Noninterest-bearing
deposits...................
Other liabilities...........
Total liabilities.............
Shareholders' equity..........
Total liabilities and
equity...................
Net interest income........... $ 2,366,253
-----------
-----------
Net interest spread........... 8.0 %
---
---
Net interest margin........... 8.7 %
---
---
</TABLE>
- --------------------------
(1) Interest income on tax exempt securities does not reflect the tax equivalent
yield.
(2) Loans on nonaccrual status have been included in the computation of average
balances.
(3) The interest income on loans does not include loan fees. Loan fees are
immaterial and are included in noninterest income.
17
<PAGE>
The following table reflects the changes in net interest income stemming
from changes in interest rates and from asset and liability volume, including
mix. The change in interest attributable to both rate and volume has been
allocated to the changes in the rate and the volume on a pro rata basis.
RATE/VOLUME ANALYSIS OF NET INTEREST INCOME
<TABLE>
<CAPTION>
YEARS
ENDED
DECEMBER
31, 1993
COMPARED
WITH
YEARS ENDED DECEMBER
NINE MONTHS ENDED SEPTEMBER 30, DECEMBER 31, 1994 31, 1992
1995 COMPARED WITH NINE MONTHS COMPARED WITH ---------
ENDED SEPTEMBER 30, 1994 DECEMBER 31, 1993
--------------------------------- --------------------------------- INCREASE
(DECREASE)
INCREASE (DECREASE) DUE TO INCREASE (DECREASE) DUE TO DUE TO
--------------------------------- --------------------------------- ---------
VOLUME(1) RATE CHANGES VOLUME(1) RATE CHANGES VOLUME(1)
--------- ----------- --------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest Income:
Interest-bearing deposits in financial
institutions.......................... $ 34,062 $ 1,428 $ 36,030 $ (551) $ 47,871 $ 47,320 $ 5,133
U.S. Treasury and agency securities.... 378,968 105,101 484,069 (94,659) (50,536) (145,195) 507,273
Federal funds sold..................... 89,525 80,878 170,403 38,998 100,793 139,791 (36,164)
Loans.................................. 2,578,263 (140,209) 2,438,234 1,659,906 (309,874) 1,350,032 750,748
--------- ----------- --------- --------- ----------- --------- ---------
Total interest income.................... $3,081,358 $ 47,198 $3,128,736 $1,603,694 $(211,746) $1,391,948 $1,226,990
--------- ----------- --------- --------- ----------- --------- ---------
Interest Expense:
Interest-bearing demand deposits....... $ 179,906 $ 63,909 $ 243,815 $ 38,707 $ 10,469 $ 49,176 $ 114,730
Savings deposits....................... 16,962 2,115 19,077 (1,827) (1,125) (2,952) 57,705
Time deposits.......................... 885,864 304,707 1,190,571 375,946 (69,098) 306,848 206,265
Federal funds purchased and other
borrowed funds........................ 111,915 -- 111,915 11,075 -- 11,075 --
--------- ----------- --------- --------- ----------- --------- ---------
Total interest expense................... $1,194,647 $ 370,731 $1,565,378 $ 423,901 $ (59,754) $ 364,147 $ 78,700
--------- ----------- --------- --------- ----------- --------- ---------
Net interest margin...................... $1,886,711 $(323,533) $1,563,358 $1,179,793 $(151,992) $1,027,801 $ 848,290
--------- ----------- --------- --------- ----------- --------- ---------
--------- ----------- --------- --------- ----------- --------- ---------
<CAPTION>
RATE CHANGES
----------- ---------
<S> <C> <C>
Interest Income:
Interest-bearing deposits in financial
institutions.......................... $ (1,735) $ 3,398
U.S. Treasury and agency securities.... -- 507,273
Federal funds sold..................... (23,152) (59,316)
Loans.................................. (551,010) 199,738
----------- ---------
Total interest income.................... $(575,897) $ 651,093
----------- ---------
Interest Expense:
Interest-bearing demand deposits....... $ (98,866) $ 15,864
Savings deposits....................... (6,727) 50,978
Time deposits.......................... (127,238) 79,027
Federal funds purchased and other
borrowed funds........................ -- --
----------- ---------
Total interest expense................... $(232,831) $ 145,869
----------- ---------
Net interest margin...................... $(343,066) $ 505,224
----------- ---------
----------- ---------
</TABLE>
- ------------------------------
(1) Non-accrual loans are included in the average volumes used in calculating
this table.
18
<PAGE>
PROVISION FOR LOAN LOSSES
The amount of the provision for loan losses is based on periodic (not less
than quarterly) evaluations of the loan portfolio, with particular attention
directed toward nonperforming and other potential problem loans. During these
evaluations, consideration is given to such factors as: management's evaluation
of specific loans; the level and composition of nonperforming loans; historical
loss experience; results of examinations by regulatory agencies; an internal
asset review process; the market value of collateral; the strength and
availability of guaranties; concentrations of credits; and other judgmental
factors. The Company determines separate general allowances for IPF and non-IPF
loans. The Company's loss experience on insurance premium finance lending was
adversely affected during the second half of 1991 by the failure of a non-Best's
rated insurance company. The Company has implemented certain changes in its
lending policies and procedures with respect to insurance premium finance
lending which have reduced the maximum concentration by insurance carrier except
as approved by the Board of Directors and also reduced the amount of loans
secured by unearned premiums of insurance policies written by non-rated
carriers. See "Business -- Insurance Premium Financing". As a result of these
changes in loan policy and recoveries of previously charged-off IPF loans, the
Company's historical loss factor on IPF loans has improved from 0.15% in 1993 to
0.00% in 1994 and as of September 30, 1995.
The Company recorded a $60,000 provision for loan losses during the nine
months ended September 30, 1995 compared with $66,898 during the first nine
months of 1994. As the Company's ratio of net charge-offs to average loans
remained unchanged for these periods, the Company provided amounts to compensate
for growth in the loan portfolio in order to maintain the allowance for loan
losses at an adequate level.
The 1994 provision for loan losses was $106,899 compared with $90,584 in
1993 and $299,555 in 1992. The 18% increase in the 1994 provision for loan
losses when compared with 1993 is a result of the 54.3% growth in average loans
outstanding. The 69.8% reduction in the provision for 1993 compared with 1992
was a result of successful collection efforts in both the insurance premium
finance portfolio and the general loan portfolio.
NONINTEREST INCOME
Noninterest income is generated primarily from fees associated with
noninterest and interest-bearing accounts as well as fees associated with loans
(e.g., late fees). Noninterest income for the first nine months of 1995 was
$1,056,095, an increase of $255,290 or 31.9% compared with noninterest income of
$800,805 for the first nine months of 1994. The increase in noninterest income
is attributed to the acquisition of the Farmers Guaranty State Bank, Kennard and
First National Bank, Whitesboro during 1994, as well as an increase in loans
outstanding. The acquisition of the two banks during 1994 increased the number
and balance of loans outstanding and increased the number and balance of
noninterest and interest-bearing accounts, which resulted in increased
noninterest income.
Noninterest income was $1,160,007 for 1994, a decrease of $20,801 or 1.8%
compared with noninterest income of $1,181,808 for 1993, which represented an
increase of $397,742 or 50.7% over 1992. While service charges and exchange fees
increased from 1993 to 1994, loan fees and other income decreased. The decrease
in loan fees was attributable to a decision by management to discontinue
servicing outside loan portfolios. The decrease in other income from 1993 to
1994 is the result of a gain realized on the sale of investment securities
during 1993 in the amount of approximately $94,000. Noninterest income increased
from 1992 to 1993 in all categories, primarily as a result of the acquisition of
banks in Wells and Chester, Texas.
The following table sets forth the various categories of noninterest income
for the nine months ended September 30, 1995 and 1994, and for the years ended
December 31, 1994, 1993 and 1992.
19
<PAGE>
NONINTEREST INCOME
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
------------------------ --------------------------------------
1995 1994 1994 1993 1992
------------ ---------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
Noninterest income
Nonsufficient fund charges................... $ 214,501 $ 202,674 $ 263,315 $ 248,890 $ 145,365
Late fee charges............................. 366,356 293,582 426,476 304,354 278,520
Service charges.............................. 163,648 119,684 163,336 120,143 47,717
Collection fees.............................. 93,536 77,001 96,162 71,760 44,351
Credit life insurance........................ 59,570 33,231 44,402 49,777 46,346
Premium Finance servicing.................... -- -- -- 161,310 101,853
Secured credit card annual fee............... 4,487 13,774 15,905 36,968 52,837
Other........................................ 153,897 60,859 150,411 97,843 67,077
Gain on sale of investment................... 100 -- -- -- 90,763
------------ ---------- ------------ ------------ ----------
Total noninterest income................... $ 1,056,095 $ 800,805 $ 1,160,007 $ 1,181,808 $ 784,066
------------ ---------- ------------ ------------ ----------
------------ ---------- ------------ ------------ ----------
</TABLE>
NONINTEREST EXPENSE
Noninterest expense was $4,381,930 for the first nine months of 1995, an
increase of $1,177,790 or 36.8% compared with noninterest expense of $3,204,140
for the first nine months of 1994. This increase resulted principally from the
acquisition of Farmers Guaranty State Bank, Kennard and First National Bank,
Whitesboro during 1994. The addition of the two banks in 1994 resulted in
additional personnel, occupancy and office expenses. The amortization of
intangibles increased in 1995 as a result of the addition of goodwill and costs
associated with the acquisition of Farmers Guaranty State Bank, Kennard in the
amount of $296,164 and the addition of goodwill and costs associated with the
acquisition of First National Bank, Whitesboro in the amount of $1,886,682.
Deposits held by the Bank are insured by the Bank Insurance Fund ("BIF") of
the Federal Deposit Insurance Corporation ("FDIC"). The FDIC assessment is
calculated on the level of deposits held by the Bank. The increase in the FDIC
assessment in 1995 over 1994 was tied to the increased deposits added through
the two acquisitions completed in 1994. The BIF assessment rate is determined by
the FDIC for categories of banks based upon the risk to the insurance fund. On
August 8, 1995, the FDIC's Board of Directors voted to significantly reduce the
deposit insurance premiums paid by most banks but to keep existing assessment
rates intact for savings associations. Under the new rate structure, the
best-rated institutions insured by the BIF pay $.04 per $100 of domestic
deposits, down from the rate of $.23 per $100. The new BIF assessment rates
apply from the first day of the month after the BIF was recapitalized. The
recapitalization of the BIF occurred in early September 1995. The FDIC has
issued refunds to the best-rated institutions for assessments which exceeded the
recapitalization of the BIF. The Bank received a refund from the FDIC of
approximately $42,000. The change in assessment rate is expected to
significantly reduce the cost of deposit insurance for the Bank. In connection
with the new rate schedule, the FDIC established a process for quickly raising
or lowering all rates for BIF-insured institutions up to twice a year without
seeking public comment. See "Regulation and Supervision".
Noninterest expense was $4,461,938 for 1994, an increase of $869,960 or
24.2% compared with noninterest expense of $3,591,978 for 1993, which
represented an increase of $757,638 or 26.7% compared with noninterest expense
of $2,834,340 for 1992. The increase in noninterest expense for 1994 from 1993
was attributable to a 28.3% increase in salaries and employee benefits and a
15.2% increase in general and administrative expenses. The increase in salaries
and benefits for the same period was due primarily to additional staffing
associated with the acquisition of the two banks and the Bank's loan and deposit
growth. Noninterest expense increased in 1993 from 1992 primarily as a result of
a 43.7% increase in salaries and employee benefits and a 12.4% increase in
general and administrative expenses. The increase in salaries and benefits was
due primarily to additional staffing associated with the two 1993 acquisitions,
the Bank's loan and deposit growth and the establishment of the secured credit
card program.
20
<PAGE>
NONINTEREST EXPENSE
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
-------------------------- ----------------------------------------
1995 1994 1994 1993 1992
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Salaries and employee benefits............. $ 2,143,694 $ 1,577,591 $ 2,201,188 $ 1,715,952 $ 1,194,179
Occupancy and equipment.................... 668,483 473,588 669,936 495,055 411,587
General and administrative expense:
Professional fees........................ 343,866 264,627 315,434 362,571 351,593
Office supplies.......................... 193,466 150,187 201,028 165,416 126,880
Travel and entertainment................. 49,760 47,603 60,162 62,184 42,593
Telephone................................ 115,428 95,616 128,407 103,921 78,384
Advertising.............................. 65,216 43,146 54,683 60,302 88,589
Postage.................................. 150,301 97,349 133,887 125,092 105,229
Amortization of intangibles.............. 137,171 34,329 51,201 35,567 29,388
Dues and subscriptions................... 28,322 36,704 54,609 26,707 20,935
Insurance................................ 97,200 78,420 97,473 59,882 25,519
Credit cards............................. 14,707 44,698 59,573 63,298 83,941
Bank service charge...................... 29,914 18,901 25,808 29,018 17,922
FDIC assessment.......................... 114,541 90,623 133,112 71,003 56,594
Credit reports........................... 40,911 15,025 17,714 48,495 27,256
Operational losses....................... -- -- -- -- 62,044
Other.................................... 188,950 135,733 257,723 167,515 111,707
------------ ------------ ------------ ------------ ------------
Total general and administrative....... 1,569,753 1,152,961 1,590,814 1,380,971 1,228,574
------------ ------------ ------------ ------------ ------------
Total noninterest expense.............. $ 4,381,930 $ 3,204,140 $ 4,461,938 $ 3,591,978 $ 2,834,340
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
</TABLE>
INCOME TAXES
During 1993, the Company adopted STATEMENT OF FINANCIAL ACCOUNTING STANDARDS
("SFAS") No. 109, "Accounting for Income Taxes". The principal effect is to
allow a tax benefit for cumulative book loss reserves in excess of tax reserves.
SFAS No. 109 provides that deferred tax assets may be reduced by a valuation
allowance if, based on the weight of available expense, it is more likely than
not that some portion or all of the deferred tax asset will not be realized. In
accordance with the provisions of SFAS No. 109, the Company elected not to
restate prior years and has determined that the cumulative effect of
implementation was not significant. The Company and the Bank will file a
consolidated tax return for 1995.
The Company estimates that its effective tax rate for 1995 will be
approximately 32% and has recognized income tax expense of $300,577 on income
before taxes of $948,990 for the nine months ended September 30, 1995 as
compared with income tax expense of $7,500 on income before taxes of $301,234
for the nine months ended September 30, 1994.
INTEREST RATE SENSITIVITY MANAGEMENT
The operating income and net income of the Bank depend, to a substantial
extent, on "rate differentials", i.e., the differences between the income the
Bank receives from loans, securities and other earning assets, and the interest
expense it pays to obtain deposits and other liabilities. These rates are highly
sensitive to many factors which are beyond the control of the Bank, including
general economic conditions and the policies of various governmental and
regulatory authorities. See "Investment Considerations -- General Economic
Conditions and Monetary Policy".
The objective of monitoring and managing the interest rate risk position of
the balance sheet is to contribute to earnings and to minimize the adverse
changes in net interest income. The potential for earnings to be affected by
changes in interest rates is inherent in a financial institution. Interest rate
sensitivity is the relationship between changes in market interest rates and
changes in net interest income due to the repricing characteristics of assets
and liabilities. An asset sensitive position in a given period will
21
<PAGE>
result in more assets being subject to repricing; therefore, as interest rates
rise, such a position will have a positive effect on net interest income.
Conversely, in a liability sensitive position, where liabilities reprice more
quickly than assets in a given period, a rise in interest rates will have an
adverse effect on net interest income.
One way to analyze interest rate risk is to evaluate the balance of the
interest rate sensitivity position. A mix of assets and liabilities that are
roughly equal in volume and term and repricing represents a matched interest
rate sensitivity position. Any excess of assets or liabilities in a particular
period results in an interest rate sensitivity gap. The following table presents
the interest rate sensitivity for the Company's interest-earning assets and
interest-bearing liabilities at September 30, 1995:
22
<PAGE>
INTEREST-RATE SENSITIVE ASSETS AND LIABILITIES
<TABLE>
<CAPTION>
3 MONTHS
3 MONTHS TO 6 6 MONTHS 1 YEAR TO OVER 5
OR LESS MONTHS TO 1 YEAR 5 YEARS YEARS TOTAL
---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Interest-earning deposits in
financial institutions.......... $ 90,179 $ 285,689 $ 284,768 $ 674,224 -- $ 1,334,860
Investment securities............ 2,244,856 1,029,188 138,479 6,108,666 $7,496,069 17,017,258
Federal funds sold............... 21,660,000 -- -- -- -- 21,660,000
Loans............................ 26,278,756 13,691,539 12,558,560 13,985,289 1,409,399 67,923,543
---------- ---------- ---------- ---------- ---------- -----------
Interest-earning assets............ $50,273,791 $15,006,416 $12,981,807 $20,768,179 $8,905,468 $107,935,661
---------- ---------- ---------- ---------- ---------- -----------
Interest-bearing liabilities:
Interest-bearing demand
deposits........................ $25,892,195 -- -- -- -- $25,892,195
Savings deposits................. 5,529,137 -- -- -- -- 5,529,137
Time deposits.................... 16,234,083 $13,811,978 $21,682,568 $11,144,246 -- 62,872,875
Notes payable.................... -- 375,000 -- -- -- 375,000
---------- ---------- ---------- ---------- ---------- -----------
Interest-bearing liabilities....... $47,655,415 $14,186,978 $21,682,568 $11,144,246 -- $94,669,207
---------- ---------- ---------- ---------- ---------- -----------
Period interest sensitivity gap.... $2,618,376 $ 819,438 $(8,700,761) $9,623,933 $8,905,468 $13,266,454
---------- ---------- ---------- ---------- ---------- -----------
---------- ---------- ---------- ---------- ---------- -----------
Cumulative interest sensitivity
gap............................... $2,618,376 $3,437,814 $(5,262,947) $4,360,986 $13,266,454 $13,266,454
---------- ---------- ---------- ---------- ---------- -----------
---------- ---------- ---------- ---------- ---------- -----------
Cumulative gap as a percent of
total assets...................... 2.2% 2.9% (4.4%) 3.6% 11.1% 11.1%
Cumulative interest-sensitive
assets as percent of cumulative
interest-sensitive liabilities.... 105.5% 105.6% 93.7% 104.6% 114.0% 114.0%
</TABLE>
The cumulative rate-sensitive gap position at one year was a
liability-sensitive position of $5.3 million, or negative 4.4%, which indicates
that the Company is currently in a closely matched interest rate-sensitive
position. Accordingly the Company believes it will not experience a significant
impact from changes in interest rates.
The Company undertakes this interest rate-sensitivity analysis to monitor
the potential risk to future earnings from the impact of possible future changes
in interest rates on currently existing net assets or net liability positions.
However, this type of analysis is as of a point-in-time, when in fact the
company's interest rate sensitivity can quickly change as market conditions,
customer needs, and management strategies change. Thus, interest rate changes do
not affect all categories of assets and liabilities equally or at the same time.
The Company's investment policy does not permit the purchase of derivative
financial instruments or structured notes.
The preceding table does not necessarily indicate the impact of general
interest rate movements on the Company's net interest income because the
repricing of certain assets and liabilities is discretionary and is subject to
competitive and other pressures. Currently, the Bank is holding approximately
$812,000 in mortgage-backed securities. Although the mortgage-backed securities
have a stated maturity greater than five years, it is not uncommon for
mortgage-backed securities to fully pay down well ahead of stated maturities. As
a result, assets and liabilities indicated as repricing within the same period
may, in fact, reprice at different times and at different rate levels.
23
<PAGE>
ANALYSIS OF FINANCIAL CONDITION
LOANS AND ASSET QUALITY
The Company's loans are diversified by borrower and industry group. Loan
growth has occurred every year over the past five years and can be attributed to
acquisitions, increased loan demand and the addition of new lending products.
The following table describes the composition of loans by major categories
outstanding at September 30, 1995 and at December 31, 1994, 1993, 1992, 1991 and
1990:
LOAN PORTFOLIO ANALYSIS
<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER 30, ----------------------------------------------------------
1995 1994 1993 1992 1991 1990
------------- ---------- ---------- ---------- ---------- ----------
AGGREGATE PRINCIPAL AMOUNT
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Loans, net of unearned interest:
Insurance premium financing..... $23,723,803 $20,496,562 $14,209,177 $7,051,266 $8,015,723 $6,801,483
Commercial loans................ 15,590,320 13,205,698 5,198,223 4,142,926 4,029,111 2,609,485
Installment loans............... 10,139,550 10,968,948 7,961,350 6,395,752 5,558,513 4,679,965
Real estate loans............... 16,224,602 17,297,636 1,878,030 809,215 738,950 668,664
Medical claims receivable....... 2,969,812 2,694,506 2,379,482 1,094,461 915,259 429,412
------------- ---------- ---------- ---------- ---------- ----------
Total loans..................... 68,648,087 64,663,350 31,626,262 19,493,620 19,257,556 15,189,009
Less: Allowance for loan
losses......................... (724,544) (697,948) (401,227) (324,728) (343,206) (276,473)
------------- ---------- ---------- ---------- ---------- ----------
Total net loans............... $67,923,543 $63,965,402 $31,225,035 $19,168,892 $18,914,350 $14,912,536
------------- ---------- ---------- ---------- ---------- ----------
------------- ---------- ---------- ---------- ---------- ----------
<CAPTION>
PERCENTAGE OF LOAN PORTFOLIO
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Loans, net of unearned interest:
Insurance premium financing..... 34.6% 31.7% 44.9% 36.1% 41.6% 44.8%
Commercial loans................ 22.7 20.4 16.5 21.2 20.9 17.1
Installment loans............... 14.8 17.0 25.2 32.9 28.9 30.9
Real estate loans............... 23.6 26.8 5.9 4.2 3.8 4.4
Medical claims receivable....... 4.3 4.1 7.5 5.6 4.8 2.8
------------- ---------- ---------- ---------- ---------- ----------
Total......................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
------------- ---------- ---------- ---------- ---------- ----------
------------- ---------- ---------- ---------- ---------- ----------
</TABLE>
The concentration of IPF loans may expose the Bank to greater risk of loss
than would a more diversified loan portfolio. See "Investment Considerations --
Insurance Premium Financing Concentration".
As of September 30, 1995 and December 31, 1994 commitments of the Bank under
standby letters of credit and unused lines of credit totaled approximately
$2,448,000 and $2,353,000, respectively.
Stated loan maturities (including floating rate loans reset to market
interest rates) of the total loan portfolio, net of unearned income, as of
September 30, 1995 were:
STATED LOAN MATURITIES
<TABLE>
<CAPTION>
WITHIN ONE ONE YEAR TO AFTER FIVE
YEAR FIVE YEARS YEARS TOTAL
------------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
Stated Loan Maturities/Floating Rates Reset:
Insurance premium financing......................... $ 23,723,803 $ -- $ -- $ 23,723,803
Commercial & real estate loans...................... 25,600,032 4,805,491 1,409,399 31,814,922
Installment loans................................... 959,752 9,179,798 -- 10,139,550
Medical claims receivable........................... 2,969,812 -- -- 2,969,812
------------- ------------- ------------ -------------
Total............................................. $ 53,253,399 $ 13,985,289 $ 1,409,399 $ 68,648,087
------------- ------------- ------------ -------------
------------- ------------- ------------ -------------
</TABLE>
24
<PAGE>
Rate sensitivities of the total loan portfolio before unearned income, as of
September 30, 1995 were as follows:
LOAN REPRICING
<TABLE>
<CAPTION>
WITHIN ONE ONE YEAR TO AFTER FIVE
YEAR FIVE YEARS YEARS TOTAL
------------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
Fixed rate............................................ $ 35,264,000 $ 13,728,000 $ 1,409,000 $ 50,401,000
Variable rate......................................... 20,027,000 183,000 -- 20,210,000
Nonaccrual............................................ -- 27,000 -- 27,000
------------- ------------- ------------ -------------
Total............................................... $ 55,291,000 $ 13,938,000 $ 1,409,000 $ 70,638,000
------------- ------------- ------------ -------------
------------- ------------- ------------ -------------
</TABLE>
The maturities presented above are based upon contractual maturities. Many
of these loans are made on a short-term basis with the possibility of renewal at
time of maturity. All loans, however, are reviewed on a continuous basis for
creditworthiness.
NONPERFORMING ASSETS
The Company's financial statements are prepared on the accrual basis of
accounting, including the recognition of interest income on its loan portfolio,
unless a loan is placed on a nonaccrual basis. Loans are placed on a nonaccrual
basis when there are serious doubts regarding the complete collectibility of
principal and interest. Amounts received on nonaccrual loans generally are
applied first to principal and then to interest after all principal has been
collected. Troubled debt restructurings are those for which concessions,
including reduction of interest rates or deferral of interest or principal, have
been granted, due to a borrower's weakened financial condition. Interest on
restructured loans is accrued at the restructured rates when it is anticipated
that no loss of original principal will occur. It is the policy of the Bank not
to renegotiate the terms of a loan simply because of a delinquent status.
Rather, a loan is generally transferred to a nonaccrual status if it is not in
the process of collection and is delinquent in payment of either principal or
interest beyond 90 days. Loans which are 90 days delinquent but are well secured
and in the process of collection are not included in nonperforming assets.
Other nonperforming assets consist of real estate acquired through loan
foreclosures or other workout situations and other assets acquired through
repossessions. The following table summarizes nonperforming assets by category
as of September 30, 1995 and December 31, 1994:
NONPERFORMING ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- ------------
<S> <C> <C>
Nonaccrual loans.................................................................... $ 27,000 $ 83,000
Loans 90 days past due and still accruing interest.................................. 13,877 38,432
------------- ------------
Total nonperforming loans........................................................... 40,877 121,432
Other real estate owned and other assets............................................ 92,830 121,359
------------- ------------
Total nonperforming assets.......................................................... $ 133,707 $ 242,791
------------- ------------
------------- ------------
Nonperforming assets to total assets................................................ 0.01% 0.02%
Nonperforming loans to total loans.................................................. 0.01% 0.02%
</TABLE>
The classification of a loan on nonaccrual status does not necessarily
indicate that the principal is uncollectible, in whole or in part. A
determination as to collectibility is made by the Bank on a case-by-case basis.
The Bank considers both the adequacy of the collateral and the other resources
of the borrower in determining the steps to be taken to collect nonaccrual
loans. The final determination as to these steps is made on a case-by-case
basis. Alternatives that are considered are foreclosure, collecting on
guarantees, restructuring the loan or collection lawsuits.
25
<PAGE>
The following table sets forth a summary of other real estate owned and
other collateral acquired as of September 30, 1995:
OTHER REAL ESTATE OWNED & OTHER COLLATERAL ACQUIRED
<TABLE>
<CAPTION>
NUMBER OF NET BOOK
DESCRIPTION PARCELS/AUTOS CARRYING VALUE
- ------------------------------------------------------------ ------------- --------------
<S> <C> <C>
Developed property.......................................... 2 $29,676
Vacant land or unsold lots.................................. 2 3,429
Repossessed automobiles..................................... 15 59,725
--- -------
19 $92,830
--- -------
--- -------
</TABLE>
ALLOWANCE FOR LOAN LOSSES
In originating loans, the Company recognizes that credit losses will be
experienced and the risk of loss will vary with, among other things, general
economic conditions, the type of loan being made, the creditworthiness of the
borrower over the term of the loan and, in the case of a collateralized loan,
the quality of the collateral for such loan. The allowance for loan losses
represents the Company's estimate of the allowance necessary to provide for
losses incurred in the loan portfolio. In making this determination, the Company
analyzes the ultimate collectibility of the Company's loan portfolio,
incorporating feedback provided by the internal loan review staff and provided
by examinations performed by regulatory agencies. The Company makes an ongoing
evaluation as to the adequacy of the allowance for loan losses. To establish the
appropriate level of the allowance, all loans (including nonperforming loans),
commitments to extend credit and standby letters of credit are reviewed and
classified as to potential loss exposure. Specific allowances are then
established for those loans, commitments to extend credit or standby letters of
credit with identified loss exposure and an additional allowance is maintained
based upon the size, quality, and concentration characteristics of the remaining
loan portfolio using both historical quantitative trends and the Company's
evaluation of qualitative factors including future economic and industry
outlooks. The determination by the Company of the appropriate level of allowance
amount was $724,544 at September 30, 1995.
The allowance for loan losses is based on estimates, and ultimate losses
will vary from current estimates. These estimates are reviewed monthly and as
adjustments, either positive or negative, become necessary they are reported in
earnings in the periods in which they become known. The following table presents
a detailed analysis of the Company's allowance for loan losses for the nine
months ended September 30, 1995 and for the years ended December 31, 1994, 1993,
1992, 1991 and 1990:
26
<PAGE>
ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER 30, ----------------------------------------------------------
1995 1994 1993 1992 1991 1990
------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance................. $ 697,948 $ 401,227 $ 324,728 $ 343,206 $ 276,473 $ 108,513
------------- ---------- ---------- ---------- ---------- ----------
Charge-offs:
Commercial loans................ (6,000) (41,537) (48,681) (202,777) (71,000) (52,658)
Installment loans............... (76,750) (163,669) (179,713) (287,113) (179,140) (17,189)
Real estate loans............... -- (5,350) -- -- -- --
Insurance premium finance....... -- (1,710) (19,380) (182,423) (231,000) --
------------- ---------- ---------- ---------- ---------- ----------
Total charge-offs................. (82,750) (212,266) (247,774) (672,313) (481,140) (69,847)
------------- ---------- ---------- ---------- ---------- ----------
Recoveries:
Commercial loans................ 6,009 15,698 1,412 30,081 4,000 1,000
Installment loans............... 24,031 43,070 88,511 89,005 50,000 14,807
Real estate loans............... 9,125 -- -- -- 15,373 1,000
Insurance premium finance....... -- 2,488 71,790 235,194 12,000 --
------------- ---------- ---------- ---------- ---------- ----------
Total recoveries.................. 39,165 61,256 161,713 354,280 81,373 16,807
------------- ---------- ---------- ---------- ---------- ----------
Net charge-offs................... (43,585) (151,010) (86,061) (318,033) (399,767) (53,040)
Bank acquisition.................. 10,181 340,832 71,976 -- -- 0
Provision for loan losses......... 60,000 106,899 90,584 299,555 466,500 221,000
------------- ---------- ---------- ---------- ---------- ----------
Ending balance.................... $ 724,544 $ 697,948 $ 401,227 $ 324,728 $ 343,206 $ 276,473
------------- ---------- ---------- ---------- ---------- ----------
------------- ---------- ---------- ---------- ---------- ----------
Period end total loans, net of
unearned interest................ $68,648,087 $64,663,350 $31,626,262 $19,493,620 $19,199,387 $15,142,843
------------- ---------- ---------- ---------- ---------- ----------
------------- ---------- ---------- ---------- ---------- ----------
Average loans..................... $67,992,319 $40,136,926 $26,008,833 $20,496,380 $17,496,528 $11,303,522
------------- ---------- ---------- ---------- ---------- ----------
------------- ---------- ---------- ---------- ---------- ----------
Ratio of net charge-offs to
average loans.................... 0.1% 0.4% 0.3% 1.6% 2.3% 0.5%
------------- ---------- ---------- ---------- ---------- ----------
------------- ---------- ---------- ---------- ---------- ----------
Ratio of provision for loan losses
to average loans................. 0.1% 0.3% 0.4% 1.5% 2.7% 2.0%
------------- ---------- ---------- ---------- ---------- ----------
------------- ---------- ---------- ---------- ---------- ----------
Ratio of allowance for loan losses
to ending total loans............ 1.1% 1.1% 1.3% 1.7% 1.8% 1.8%
------------- ---------- ---------- ---------- ---------- ----------
------------- ---------- ---------- ---------- ---------- ----------
Ratio of allowance for loan losses
to total nonperforming loans..... 1,772.5% 574.8% 425.8% 201.1% 74.8% 34.8%
------------- ---------- ---------- ---------- ---------- ----------
------------- ---------- ---------- ---------- ---------- ----------
Ratio of allowance for loan losses
to total nonperforming assets.... 541.9% 287.5% 311.2% 148.5% 60.5% 32.9%
------------- ---------- ---------- ---------- ---------- ----------
------------- ---------- ---------- ---------- ---------- ----------
</TABLE>
27
<PAGE>
The following table sets forth an allocation of the allowance for loan
losses among categories as of September 30, 1995 and December 31, 1994. The
Company believes that any allocation of the allowance for loan losses into
categories lends an appearance of precision which does not exist. The allowance
is utilized as a single unallocated allowance available for all loans. The
following allocation table should not be interpreted as an indication of the
specific amounts or the relative proportion of future charges to the allowance.
Such a table is merely a convenient device for assessing the adequacy of the
allowance as a whole. The following allocation table has been derived by
applying a general allowance to the portfolio as a whole, in addition to
specific allowance amounts for internally classified loans. In retrospect, the
specific allocation in any particular category may prove excessive or inadequate
and consequently may be reallocated in the future to reflect the then current
condition. Accordingly, the entire allowance is available to absorb losses in
any category.
ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
SEPTEMBER 30, 1995 DECEMBER 31, 1994
------------------------------ ------------------------------
PERCENT OF ALLOWANCE PERCENT OF ALLOWANCE
BY CATEGORY TO BY CATEGORY TO
LOANS, NET OF LOANS, NET OF
AMOUNT UNEARNED INCOME AMOUNT UNEARNED INCOME
-------- -------------------- -------- --------------------
<S> <C> <C> <C> <C>
Insurance premium financing loans................................. $159,162 .23% $136,326 .21%
Commercial loans.................................................. 184,606 .27% 181,669 .28%
Installment loans................................................. 229,387 .33% 224,697 .35%
Real estate loans................................................. 151,389 .22% 155,256 .24%
-------- --- -------- ---
Total........................................................... $724,544 1.1% $697,948 1.1%
-------- --- -------- ---
-------- --- -------- ---
</TABLE>
INVESTMENT ACTIVITIES
The investment portfolio, which was 15.8% of the Company's earning asset
base as of September 30, 1995, is being managed to minimize interest rate risk,
maintain sufficient liquidity and maximize return. Investment securities which
are classified as held-to-maturity are purchased with the intent and ability of
the Company to hold them to maturity as evidenced by the strong capital position
of the Company and short maturity of the portfolio. Securities classified as
held-to-maturity are carried at historical cost. The Company's financial
planning anticipates income streams based on normal maturity and reinvestment.
The short duration of the portfolio provides adequate liquidity through normal
maturities. Investment securities classified as available-for-sale are purchased
with the intent to provide liquidity and to increase returns. The securities
classified as available-for-sale are carried at fair value. The Company does not
have any securities classified as trading.
As of September 30, 1995, $10.3 million in investment securities were
classified as held-to-maturity and $6.5 million were classified as
available-for-sale. On December 8, 1994, the Bank's investment portfolio
increased by $14.6 million as a result of the acquisition of the bank in
Whitesboro. The securities added to the investment portfolio through the
acquisition increased the size of the investment portfolio by approximately
213%. This large increase resulted in a need to restructure the investment
portfolio in an effort to address capital budgeting needs and to address the
Bank's investment objectives. During the first quarter of 1995, $4.7 million in
available-for-sale securities were sold for gross realized gains of $100 and no
gross recognized losses. As of September 30, 1995, proceeds from the maturity of
held-to-maturity securities were $2.7 million and the maturity of
available-for-sale securities were $2.7 million. Purchases of held-to-maturity
securities were $3.5 million and purchases of available-for-sale securities were
$4.0 million.
Prior to the acquisition of the bank in Whitesboro, all investment
securities were classified as held-to-maturity with the exception of the Federal
Reserve Bank stock which was classified as available-for-sale. During 1994, the
Bank's investment portfolio increased by $14.6 million as a result of the
acquisition of the bank in Whitesboro. At the time of acquisition, $4.7 million
was classified as held-to-maturity and $9.8 million was classified as
available-for-sale. As of December 31, 1994, the net unrealized loss on the
available-
28
<PAGE>
for-sale securities was $4,301. Proceeds from sales of held-to-maturity
investment securities during the twelve months ended December 31, 1994 were
$500,000. These securities were sold within 90 days of the call date and were
expected to be called.
The amortized cost of the held-to-maturity securities was $9.5 million as
compared with their estimated market value of $9.4 million on December 31, 1994.
The unrealized loss on the held-to-maturity securities was $189,970 and has not
been realized because the Company has the intent and the ability to hold these
securities to maturity. The securities within the available-for-sale
classification had an amortized cost of $10.0 million and an estimated market
value of $10.0 million on December 31, 1994. The unrealized loss in the
available-for-sale securities was $4,301 as of December 31, 1994. These
unrealized losses are the result of interest rate movements during 1994 and
other market forces, and would be realized in part or in whole if some or all of
the available-for-sale securities were sold and no changes in the respective
market values occurred.
The mortgage-backed securities held by the Bank include $511,554 fixed rate
and no variable rate as held-to-maturity. The held-to-maturity mortgage-backed
securities are stated at cost, adjusted for amortization of premiums and
accretion of fees and discounts using a method that approximates a level yield.
The available-for-sale mortgage-backed securities includes $147,976 fixed rate
mortgage-backed securities and no variable rate mortgage-backed securities. The
available-for-sale securities are carried at fair value.
The following tables describe the composition of investments by major
category and maturity at September 30, 1995:
INVESTMENT PORTFOLIO
<TABLE>
<CAPTION>
HELD-TO- AVAILABLE-
MATURITY FOR-SALE
------------- ------------
<S> <C> <C>
U.S. Treasury notes.................................................................. $ 99,205 $ 495,000
U.S. Government agencies............................................................. 5,476,904 5,909,800
State and County Municipal securities................................................ 4,735,574 --
Federal Reserve Bank stock........................................................... -- 280,850
Other investments.................................................................... -- 19,925
------------- ------------
Total.............................................................................. $ 10,311,683 $ 6,705,575
------------- ------------
------------- ------------
</TABLE>
29
<PAGE>
INVESTMENT PORTFOLIO MATURITY/REPRICING SCHEDULE
<TABLE>
<CAPTION>
MATURING OR REPRICING
-------------------------------------------------------------------------------------------
AFTER 1 YEAR BUT WITHIN 5 AFTER 5 YEARS BUT WITHIN OTHER
WITHIN 1 YEAR YEARS 10 YEARS SECURITIES
------------------------- ------------------------- ------------------------- ----------
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD AMOUNT
------------ ----- ------------ ----- ------------ ----- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
HELD-TO-MATURITY
- ------------------------------
U.S. Treasury notes........... $ 99,205 6.4% -- -- -- -- --
U.S. Government agencies...... 790,286 5.6% $ 2,508,963 5.8% $ 1,666,101 6.9% --
Municipals.................... 342,602 4.3% 2,576,414 4.1% 1,816,558 4.1% --
Mortgage-backed securities.... -- -- -- -- 511,554 5.9% --
------------ ------------
Total....................... $ 1,232,093 -- $ 5,085,377 -- $ 3,994,213 -- --
------------ ------------
------------ ------------
AVAILABLE-FOR-SALE
- ------------------------------
U.S. Treasury notes........... $ 197,994 6.8% 297,006 7.3%
U.S. Government agencies...... 203,709 6.6% 2,339,534 6.7% 3,218,581 7.6%
Mortgage-backed securities.... -- -- -- $ 147,976
Federal Reserve Bank stock.... -- -- -- 280,850
Other investments............. -- -- -- 19,925
------------ ------------ ----------
Total....................... $ 401,703 $ 2,636,540 $ 3,218,581 $ 448,751
------------ ------------ ------------ ----------
------------ ------------ ------------ ----------
<CAPTION>
YIELD
-----
<S> <C>
HELD-TO-MATURITY
- ------------------------------
U.S. Treasury notes........... --
U.S. Government agencies...... --
Municipals.................... --
Mortgage-backed securities.... --
Total....................... --
AVAILABLE-FOR-SALE
- ------------------------------
U.S. Treasury notes...........
U.S. Government agencies......
Mortgage-backed securities.... 6.3%
Federal Reserve Bank stock....
Other investments.............
Total.......................
</TABLE>
DEPOSIT ACTIVITIES
Deposits are attracted through the offering of a broad variety of deposit
instruments, including checking accounts, money market accounts, regular savings
accounts, term certificate accounts (including "jumbo" certificates in
denominations of $100,000 or more), and retirement savings plans. The Company's
average balance of total deposits was $91,496,156 for the nine months ended
September 30, 1995, representing an increase of $37,184,445 or 68.5% compared
with the average balance of total deposits for the year ended December 31, 1994.
The Company's average balance of total deposits was $54,311,711 for the year
ended 1994, an increase of $13,136,055 or 31.9% compared with the average
balance of total deposits outstanding for 1993 of $41,175,656, an increase of
$14,706,499 or 55.6% compared with the average balance of total deposits
outstanding for 1992 of $26,469,157. The increases in deposits are due to both
acquisitions and internally generated growth.
The following table sets forth certain information regarding the Bank's
average deposits as of September 30, 1995 and December 31, 1994:
AVERAGE DEPOSITS
<TABLE>
<CAPTION>
SEPTEMBER 30, 1995 DECEMBER 31, 1994
------------------------------------------- -------------------------------------------
AVERAGE PERCENT OF AVERAGE RATE AVERAGE PERCENT OF AVERAGE RATE
AMOUNT TOTAL PAID AMOUNT TOTAL PAID
------------- ----------- --------------- ------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Noninterest-bearing demand
deposits...................... $ 12,297,624 13.4% N/A $ 7,996,860 14.7% N/A
Interest-bearing demand
deposits...................... 22,422,644 24.5% 2.8% 14,680,300 27.0% 1.8%
Savings deposits............... 4,697,675 5.2% 2.7% 3,104,155 5.7% 2.5%
Time deposits.................. 52,078,213 56.9% 4.8% 28,530,396 52.6% 4.0%
------------- ----- --- ------------- ----- ---
Total average deposits....... $ 91,496,156 100.0% 4.2% $ 54,311,711 100.0% 3.2%
------------- ----- --- ------------- ----- ---
------------- ----- --- ------------- ----- ---
</TABLE>
30
<PAGE>
As of September 30, 1995, non-brokered time deposits over $100,000
represented 12.8% of total deposits, compared with 8.6% of total deposits as of
December 31, 1994, 12.9% as of December 31, 1993, and 16.2% as of December 31,
1992. As of September 30, 1995, jumbo certificates of deposits in excess of
$100,000 accounted for $13,885,925 of the Bank's deposits. Of this amount,
$12,243,610 had a maturity of one year or less. The Bank does not have and does
not solicit brokered deposits.
The following table sets forth the remaining maturities for time deposits of
$100,000 or more at September 30, 1995 and at December 31, 1994:
TIME DEPOSITS OF $100,000 OR MORE
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
MATURITY RANGE 1995 1994
- ---------------------------------------------------------------- ------------- ------------
<S> <C> <C>
Three months or less............................................ $ 5,459,318 $3,054,111
Three through six months........................................ 2,165,640 1,562,924
Six through twelve months....................................... 4,618,652 3,125,847
Over twelve months.............................................. 1,642,315 200,000
------------- ------------
Total......................................................... $ 13,885,925 $7,942,882
------------- ------------
------------- ------------
</TABLE>
RETURN ON EQUITY AND ASSETS
The following are various ratios for the Company for the nine months ended
September 30, 1995 and the year ended December 31, 1994:
RETURN ON EQUITY AND ASSETS
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEAR
SEPTEMBER 30, ENDED DECEMBER
1995 31, 1994
----------------- ---------------
<S> <C> <C>
Return on average assets........................................ 0.9% 0.8%
Return on average equity........................................ 9.6% 7.4%
Average equity to average assets................................ 8.8% 10.5%
</TABLE>
LIQUIDITY
The Bank's investment securities portfolio, including federal funds sold,
and its cash and due from bank deposit balances serve as the primary sources of
liquidity. At September 30, 1995, 12.8% of the Bank's interest-bearing
liabilities were in the form of time deposits of $100,000 and over.
Substantially all of such large deposits were obtained from the Bank's market
area, and none were obtained through brokers. Management believes these deposits
to be a stable source of funds. However, if a large number of these time
deposits matured at approximately the same time and were not renewed, the Bank's
liquidity could be adversely affected. Currently, the maturities of the Bank's
large time deposits are spread throughout the year, with 40% maturing in the
fourth quarter of 1995, 16% maturing in the first quarter of 1996, 33% maturing
in the second and third quarter of 1996, and the remaining 11% maturing
thereafter. The Bank monitors those maturities in an effort to minimize any
adverse effect on liquidity. The Bank is limited through regulatory commitments
from using brokered funds without prior approval.
The Company raised $1.3 million during 1995, $2.3 million during 1994,
$852,000 during 1993, and $779,000 during 1992 through the sale, in registered
offerings, private offerings and incentive stock option exercises, of the
Company's Common Stock. Management anticipates that future registered and
private offerings of the Company's Common Stock may be used to raise additional
capital, in connection with acquisitions or if the regulatory capital
requirements with which the Bank must comply necessitate the injection of
additional capital by the Company into the Bank. Failure to raise such
additional capital could adversely impact the growth of the Bank or result in
its failure to comply with applicable regulatory capital
31
<PAGE>
requirements, which could necessitate a reduction in the volume of assets and
deposits of the Bank. Such reductions could adversely affect the Bank's earnings
and liquidity. See "Regulation and Supervision -- Capital Adequacy Guidelines".
In the longer term, the liquidity of the Company and its ability to meet its
cash obligations will depend substantially on its receipt of dividends from the
Bank, which are limited by banking statutes and regulations. See "Regulation and
Supervision".
CAPITAL RESOURCES
The Company's shareholders' equity at September 30, 1995 was $10.0 million,
compared with $8.1 million at December 31, 1994. The growth in equity has been
the result of the sale of Common Stock by the Company and the retention of
earnings. The Company had consolidated income of $648,413 for the nine months
ended September 30, 1995. There can be no assurance that the Company can
continue to operate profitably in the future and failure to operate profitably
would have a material adverse effect on the Company.
The Bank is expected to meet a minimum risk-based capital ratio to
risk-weighted assets ratio of 8%, of which at least one-half (or 4%) must be in
the form of Tier 1 (core) capital. The remaining one-half (or 4%) may be either
in the form of Tier 1 (core) or Tier 2 (supplementary) capital. The amount of
loan loss allowance that may be included in capital is limited to 1.25% of
risk-weighted assets. The ratio of Tier 1 (core) and the combined amount of Tier
1 (core) and Tier 2 (supplementary) capital to risk-weighted assets for the Bank
were 10.17% and 11.14%, respectively, at September 30, 1995, and 10.13% and
11.17%, respectively, at December 31, 1994. The Bank is currently, and expects
to continue to be, in compliance with these guidelines. See "Regulation and
Supervision -- Capital Adequacy Guidelines".
While the Company believes it has sufficient financing for its working
capital needs until the end of its 1995 fiscal year, the Company is considering
acquiring banks in addition to the Midlothian Bank, the branch acquired in 1995
and the four banks acquired in 1993 and 1994. There can be no assurance that the
Company's present capital and financing will be sufficient to finance future
operations thereafter. If the Company sells additional shares of Common Stock to
raise funds, the terms and conditions of the issuances and any dilutive effect
may have an adverse impact on the existing shareholders. If additional financing
becomes necessary, there can be no assurance that such financing can be obtained
on satisfactory terms. In this event, the Company could be required to restrict
its operations. See "Investment Considerations -- Additional Financing".
The Board of Governors of the Federal Reserve System ("FRB") has announced a
policy sometimes known as the "source of strength doctrine" that requires a bank
holding company to serve as a source of financial and managerial strength to its
subsidiary banks. The FRB has interpreted this requirement to require that a
bank holding company, such as the Company, stand ready to use available
resources to provide adequate capital funds to its subsidiary banks during
periods of financial stress or adversity. The FRB has stated that it would
generally view a failure to assist a troubled or failing subsidiary bank in
these circumstances as an unsound or unsafe banking practice or a violation of
Regulation Y or both, justifying a cease and desist order or other enforcement
action, particularly if appropriate resources are available to the bank holding
company on a reasonable basis. The requirement that a bank holding company, such
as the Company, make its assets and resources available to a failing subsidiary
bank could have an adverse effect upon the Company and its shareholders.
The following table sets forth an analysis of the Bank's capital ratios:
32
<PAGE>
RISK-BASED CAPITAL RATIOS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31, MINIMUM WELL-
------------- ------------------------------------------- CAPITAL CAPITALIZED
1995 1994 1993 1992 RATIOS RATIOS
------------- ------------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Tier I risk-based capital... $ 7,596,000 $ 6,790,000 $ 3,821,000 $ 2,978,000
Tier II risk-based capital.. 725,000 698,000 401,000 258,000
Total capital............... 8,321,000 7,488,000 4,222,000 3,236,000
Risk-weighted assets........ 74,692,000 67,011,000 33,594,000 20,622,000
Capital ratios (1):
Tier I risk-based
capital.................. 10.17% 10.13% 11.37% 14.44% 4.00% 6.00%
Tier II risk-based
capital.................. 11.14 11.17 12.57 15.69 8.00 10.00
Leverage ratio............ 6.41 5.56 9.96 11.92 4.00 5.00
Pro Forma Capital Ratios
(2):
Tier I risk-based
capital.................. 12.64%
Total risk-based
capital.................. 13.59%
Leverage ratio............ 7.46%
</TABLE>
- ------------------------
(1) As a national bank, the Bank is subject to certain minimum risk-based
capital standards established by the OCC.
(2) The pro forma information assumes the sale of the Common Stock in the
Offering hereby and the consummation of the other transactions discussed in
this prospectus, as if all such transactions had occurred on September 30,
1995.
ACCOUNTING MATTERS
In May 1993, the Financial Accounting Standards Board issued SFAS No. 114
"Accounting by Creditors of Impairment of a Loan" as amended by SFAS No. 118
"Accounting by Creditors for Impairment of a Loan-Income Recognition and
Disclosures". Together, these standards require that when a loan is impaired, a
creditor shall measure impairment based on the present value of expected future
cash flows discounted at the loan's effective interest rate, the fair value of
the collateral if the loan is collateral dependent or the loan's observable
market price. A loan is considered impaired when, based on current information
and events, it is probable that a creditor will be unable to collect all amounts
due according to the contractual terms of the loan agreement. The new standards
also require certain disclosures regarding impaired loans. The Company adopted
these standards effective January 1, 1995. The adoption of these accounting
standards did not have a material effect on the Company's consolidated financial
position or results of operations since the Company's recognition and
measurement policies regarding nonperforming loans are materially consistent
with the accounting standards.
In March 1995, the FASB issued Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of". This Statement requires that long-lived assets and
certain identifiable intangibles be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Measurement of an impairment
loss for long-lived assets and identifiable intangibles that an entity expects
to hold and use should be based on the fair value of the asset. This Statement
is effective for fiscal years beginning after December 15, 1995.
In October 1995, the FASB issued Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation". This Statement defines a
fair value based method of accounting for an employee stock option or similar
equity instrument and encourages all entities to adopt that method of
33
<PAGE>
accounting for all employee stock compensation plans. However, it also allows an
entity to continue to measure compensation cost for those plans using the
intrinsic value based method of accounting prescribed by APB Opinion No. 25,
"Accounting for Stock Issued to Employees". Entities electing to continue to use
the method of accounting specified in Opinion 25 must make pro forma disclosures
of net income and, if presented, earnings per share, as if the fair value method
of accounting defined in this Statement had been applied. This Statement is
effective for fiscal years beginning after December 15, 1995.
In November 1995, the FASB issued a Financial Accounting Series Special
Report, "A Guide to Implementation of Statement 115 on Accounting for Certain
Investments in Debt and Equity Securities". The FASB concluded that concurrent
with the initial adoption of this implementation guidance, but no later than
December 31, 1995, an enterprise may reassess the appropriateness of the
classification of all securities held at that time and account for any resulting
reclassifications at fair value and such reclassifications should be disclosed
in accordance with the provisions of Statement 115.
Management believes that the adoption of these pronouncements will not have
a material impact on the financial statements of the Company.
IMPACT OF INFLATION, CHANGING PRICES AND MONETARY POLICIES
The financial statements and related financial data concerning the Company
presented in this prospectus have been prepared in accordance with generally
accepted accounting principles, which require the measurement of financial
position and operating results in terms of historical dollars without
considering changes in the relative purchasing power of money over time due to
inflation. The primary effect of inflation on the operations of the Company is
reflected in increased operating costs. Unlike most industrial companies,
virtually all of the assets and liabilities of a financial institution are
monetary in nature. As a result, changes in interest rates have a more
significant effect on the performance of a financial institution than do the
effects of changes in the general rate of inflation and changes in prices.
Interest rates do not necessarily move in the same direction or in the same
magnitude as the prices of goods and services. Interest rates are highly
sensitive to many factors which are beyond the control of the Bank, including
the influence of domestic and foreign economic conditions and the monetary and
fiscal policies of the United States government and federal agencies,
particularly the Federal Reserve Bank. The Federal Reserve Bank implements
national monetary policy such as seeking to curb inflation and combat recession
by its open market operations in United States government securities, control of
the discount rate applicable to borrowing by banks and establishment of reserve
requirements against bank deposits. The actions of the Federal Reserve Bank in
these areas influence the growth of bank loans, investments and deposits, and
affect the interest rates charged on loans and paid on deposits. The nature,
timing and impact of any future changes in federal monetary and fiscal policies
on the Bank and its results of operations are not predictable. See "Investment
Considerations -- General Economic Conditions and Monetary Policy".
34
<PAGE>
BUSINESS
THE COMPANY
Surety Finance Company, the predecessor to the Company, commenced business
in 1985 as a sole proprietorship owned by C. Jack Bean and Lorene Sims Bean. On
December 30, 1989 the Company acquired approximately 98% of the common stock of
the Bank and subsequently increased its ownership to in excess of 99%. Prior to
acquisition of the Bank, the Company operated as a casualty insurance premium
finance company licensed by the State of Texas. Upon its acquisition by the
Company, the Bank began operating as an insurance premium finance company, and
the Company ceased writing new IPF business to allow the Bank to succeed to the
existing business of the Company at that time. The Company is a registered bank
holding company under the Bank Holding Company Act. The Company conducts all its
operations through the Bank.
The Company's principal executive offices are located at 1845 Precinct Line
Road, Suite 100, Hurst, Texas 76054, and its telephone number is (817) 498-8154.
At September 30, 1995 the Company had total assets of $119.6 million, total net
loans of $67.9 million, total deposits of $108.2 million, and total
shareholders' equity of $10.0 million.
ACQUISITIONS
In the past five years, the Company has increased its asset size and
geographically diversified its business through a number of acquisitions. On
March 22, 1993, the Company acquired First State Bank, Wells, Texas, for $1.1
million. On March 23, 1993, the Company acquired Bank of the East, Chester,
Texas, for $645,676. On June 1, 1994, the Company acquired The Farmers Guaranty
State Bank of Kennard for $1.2 million. The Company financed each of these three
acquisitions with internally generated funds. On December 9, 1994, the Company
acquired First National Bank, Whitesboro, Texas, for $6 million. The Company
financed the acquisition in part through a private placement of 667,400 shares
of its common stock, pursuant to which the Company raised approximately $2.2
million, and in part through a $1.75 million loan from a financial institution.
As of September 30, 1995, the principal amount of the loan outstanding had been
reduced to $375,000.
On September 28, 1995, the Company acquired a branch located in Waxahachie,
Texas (the "Waxahachie branch") from Bank One, Texas, National Association, by
purchasing certain assets and assuming certain liabilities. The Company financed
the acquisition with internally-generated funds. At the closing, the Company
assumed deposits and other liabilities totaling approximately $16.6 million. In
addition, the Company acquired certain small business and consumer loans
totaling approximately $875,000, certain real property, furniture and equipment
related to the Waxahachie branch totaling approximately $271,000, and cash and
other assets totaling approximately $15.5 million. After paying a deposit
premium totaling approximately $331,000, the Company received approximately
$15.4 million in cash from Bank One as consideration for the net deposit
liabilities assumed. The Waxahachie branch has been incorporated into the Bank's
existing branch network.
THE BANK
The Bank was chartered as a national banking association in 1963. The Bank's
principal offices are located at 600 South First Street, Lufkin, Texas 75901,
and its telephone number is (409) 632-5541. The Bank also operates six branches
in Hurst, Chester, Wells, Kennard, Waxahachie and Whitesboro, Texas. Following
the completion of this Offering and the acquisition of the Midlothian Bank, the
Bank's principal offices will be located in Hurst, Texas.
The services offered by the Bank and its branches are generally those
offered by commercial banks of comparable size in their respective areas, except
that a significant portion of the Bank's loan portfolio represents IPF loans.
At September 30, 1995 approximately 23%, 43% and 34% of the Bank's total
loan portfolio represented commercial loans, consumer banking loans and IPF
loans, respectively.
35
<PAGE>
INSURANCE PREMIUM FINANCING
IPF involves lending money to purchasers of property and casualty insurance
(the "insureds") for the payment of their annual insurance premiums. This is an
established type of lending, which has typically been provided by special
purpose subsidiaries of major insurance companies and by finance companies. IPF
("premium financing") is generally considered a low risk form of lending for
three reasons:
- Approximately 25% of the annual premium must be paid by the insured at the
time the insurance is purchased, so the amount of the loan represents only
approximately 75% of the annual insurance premium.
- At any date before the end of the policy term, a portion of the premium is
not yet earned because it applies to the period from that date to the end
of the policy term. This unearned premium is refunded if the policy is
canceled before the end of the policy term. The amount of the premium
financed is generally payable over the first nine months of the policy's
term, so the unearned premium exceeds the outstanding balance of the loan
and will repay the loan in full if the policy is canceled before the end
of the policy term.
- Even though the insured is responsible for repayment of the premium
finance loan, if the insured does not make the loan payments on time, the
lender has the right to cancel the policy (after notice to the insured)
and to receive the entire amount of the unearned premium from the
insurance carrier. The unearned premium is usually more than enough to
repay the entire balance of the loan, including accrued interest.
The Company has engaged in premium financing since 1986, and the business has
grown in terms of volume and outstanding loan balances since that time. The
following table shows the outstanding balance of premium finance loans at the
end of each of the following periods:
INSURANCE PREMIUM FINANCE LOANS OUTSTANDING
<TABLE>
<CAPTION>
GROSS LOANS
YEAR OUTSTANDING
- --------------------------------------------------------------------- -------------
<S> <C>
1989................................................................. $ 4,682,321
1990................................................................. 7,061,880
1991................................................................. 8,265,490
1992................................................................. 7,267,889
1993................................................................. 14,518,680
1994................................................................. 20,931,642
September 30, 1995................................................... 24,283,325
</TABLE>
The typical premium finance loan has a nine month life. Because of the need
to bill policy holders and to promptly cancel policies when loan payments are
not received in a timely fashion, this niche lending product requires highly
sophisticated data processing systems. Over the past several years, the Company
has developed a customized computer system, and has established a variety of
policies and procedures that allow it to handle, on an integrated basis, all of
the administrative aspects of this business. The Company's computer system
handles the preparation of loan documents, the billing of borrowers, the
preparation of notices, the calculation and billing of late charges, the
notification of policy cancellations, and the preparation of premium rebate
requests to insurance companies when a policy is canceled.
The premium finance division, which is headed by G.M. Heinzelmann, III, is
staffed by ten people and is housed in the Bank's offices in Hurst, Texas. Three
of the employees of the premium finance division devote all of their time to
developing and maintaining the Company's relationships with both insurance
companies and insurance brokers. At the present time the Company has active
relationships with approximately 400 insurance companies and approximately 3,000
insurance agents. These parties refer insurance purchasers who request financing
to the Company, although in most cases the relationships are not exclusive.
36
<PAGE>
The vast majority of insurance premiums that are financed by the Company
relate to commercial property and casualty policies. Since the premiums on these
policies can be quite high, many businesses prefer to pay the premiums over the
course of the policy life rather than to pay the entire premium at the time the
policy is purchased.
Since the Company relies on a rebate of the unearned premium as collateral
to pay off defaulted insurance premium loans, the Company evaluates the
financial strength of the insurance company as well as the insured. In order to
avoid excessive concentrations, the Company limits the dollar amount of premium
financing for policies written by any single insurance company. The Company's
current policy limits the aggregate loans related to any single insurance
company or any insurance syndicate to a maximum of 35% of the Bank's capital.
The 35% limit applies only to insurance companies rated "A" or better by A. M.
Best, and to certain unrated insurance organizations which the Company's
management has determined to be financially strong. Lower percentage limits
apply to insurance companies which have ratings of less than "A" from A. M. Best
or are not rated by A. M. Best. For example, the aggregate premium loans related
to any insurance entity that is not rated by A.M. Best and is not admitted in
Texas may not exceed 10% of the Bank's capital unless the Bank's board of
directors authorizes a higher limit based on a review of the insurer,
principally concerning its financial strength.
A. M. Best is the most widely recognized rater of insurance companies in the
United States. A. M. Best only rates companies that have been in business for
five years, and these companies are rated using the following system:
<TABLE>
<S> <C>
A++, A+......................................... Superior
A, A-........................................... Excellent
B++, B+......................................... Very Good
B, B-........................................... Adequate
C++,C+.......................................... Fair
C, C-........................................... Marginal
</TABLE>
In addition to these six ratings, A. M. Best has a variety of ratings for
companies for which the normal six ratings are not applicable. These additional
ratings simply indicate the reason no rating is assigned and are not necessarily
qualitative assessments. Set forth below is a table showing a breakdown of the
Company's premium financing loans outstanding as of September 30, 1995 by the
type and where applicable the rating of the entity providing the insurance.
BREAKDOWN BY TYPE OF INSURING ENTITY
<TABLE>
<S> <C>
Insurance companies rated "A++, A+, A or A-" by A. M. Best......... 54.6%
Insurance companies rated "B++, B+, B or B-" by A. M. Best......... 8.0%
Texas Workers Compensation Insurance Fund.......................... 12.2%
Insurance syndicates operating through established insurance
exchanges......................................................... 7.3%
Non-rated insurance companies admitted in Texas.................... 14.3%
Non-rated insurance companies not admitted in Texas................ 3.6%
-----
Total.......................................................... 100.0%
-----
-----
</TABLE>
The Company believes that the structure of these loans results in limited
credit losses. The Company may incur losses in its IPF business for a number of
reasons, including fraud, refusal of an insurance company to refund a premium,
insurance company insolvency, failure of the Company to properly notify an
insurance company of the Company's interest in unearned premiums under
applicable law and other reasons. The Company's loss experience on insurance
premium finance lending was adversely affected during the second half of 1991 by
the failure of a non-rated insurance company. Since 1991, the Company has
limited its exposure to non-rated companies, as described above, and has
experienced no net loan losses on premium financing loans. See "Management's
Discussion and Analysis of Financial Conditions and Results of Operations --
Allowance for Loan Losses".
37
<PAGE>
MEDICAL RECEIVABLES FACTORING
The Company has engaged in medical receivables factoring since 1990. Medical
receivables factoring involves the purchase of accounts receivable from doctors,
hospitals, and other health care organizations. These accounts receivable are
due principally from major insurance companies and governmental agencies. These
receivables are purchased by the Company at a price equal to approximately 50%
to 60% of their face amount. When the receivable is paid the Company retains the
purchase price it paid for the receivables plus a discount factor and a
servicing fee. The remaining balance of the payment is paid to the party from
which the receivable was initially purchased.
The turnover in the Company's medical receivables portfolio is rapid and is
attributable to each factored receivable having an average life of approximately
nine weeks. During the nine months ended September 30, 1995, the yield on the
funds committed to this activity was 18.1%. The administration of the medical
receivables is handled for the Company by Providers Funding Corporation ("PFC"),
a company which specializes in the acquisition and processing of medical
receivables. PFC has developed specialized computer systems which automate much
of the administration of the medical receivables. In addition to a review of the
receivables conducted by PFC, the Company has two individuals who conduct
secondary review of the receivables to make sure that they meet the Company's
criteria.
The Company has experienced no losses in its medical receivables factoring
business since the Company began this type of lending in 1990. However, the
Company could incur losses in its medical receivables factoring business for a
number of reasons, including fraud and the failure of the insurance company or
the government agency to pay the receivable for any reason. The Company
generally has no recourse against the health care provider for payment of a
medical receivable which is not otherwise paid, although the Company generally
obtains and perfects a security interest in all medical receivables of that
health care provider to secure payment of the receivables. Therefore, payments
on any other receivable in excess of the balance due the Company regarding that
receivable may, under certain circumstances, be applied to an unpaid receivable.
Medical receivables factoring, like IPF, is a specialty type of financing which
provides high yields and requires specialized expertise and systems. The Company
considers the market for this type of financing to be relatively broad, and to
extend beyond the local markets served by the Bank's branches.
COMMERCIAL AND CONSUMER BANKING
The Bank provides general commercial banking services for corporate and
other business clients through its main office located in Angelina County,
Texas, and through its branches located in Tarrant County, Tyler County,
Cherokee County, Houston County, Ellis County and Grayson County, Texas as a
part of the Bank's efforts to serve the local communities in which it operates.
These loans are generally made to provide working capital, to finance the
purchase of equipment, and for the expansion of existing businesses. The Bank's
loans are secured by the assets of the businesses, including real estate,
inventories, receivables, equipment and cash. Virtually all of these loans are
also guaranteed by the owners of the businesses. The commercial loan portfolio
also includes a significant amount of agricultural loans to farmers and
ranchers. These loans are normally secured by equipment, crops, livestock, real
estate and cash. The average yield during the nine months ended September 30,
1995 for the Bank's commercial lending activities was 10.9%. The Bank's
commercial loans generally have maturities of twelve months or less.
The Bank provides a full range of consumer banking services, including
checking accounts, "NOW" and "money market" accounts, savings programs,
installment and real estate loans, money transfers and safe deposit facilities.
COMPETITION
There is significant competition among banks and bank holding companies in
Angelina County, Tarrant County, Tyler County, Cherokee County, Houston County,
Ellis County, and Grayson County, Texas, and the Company believes that such
competition among such banks and bank holding companies, many of which have far
greater assets and financial resources than the Company, will continue to
increase in the future. The Bank also encounters intense competition in its
commercial and consumer banking business from savings and loan associations,
credit unions, factors, insurance companies, commercial and captive finance
companies, and certain other types of financial institutions located in other
major metropolitan areas in the United
38
<PAGE>
States, many of which are larger in terms of capital, resources and personnel.
The casualty IPF business of the Bank is also very competitive. Large insurance
companies offer their own financing plans, and other independent premium finance
companies and other financial institutions offer IPF loans.
EMPLOYEES
As of September 30, 1995 the Company and the Bank collectively had 92
full-time employees and two part-time employees. None of the Company's or the
Bank's employees are subject to a collective bargaining agreement, and the
Company and the Bank believe that their respective employee relations are good.
PROPERTIES
The Bank has seven banking facilities. The Bank's main office is currently
located in Lufkin, Texas, and the Bank's six branches are located in Hurst,
Chester, Wells, Kennard, Waxahachie and Whitesboro, Texas. Upon consummation of
the acquisition of Midlothian Bank, which will become the Bank's seventh branch,
the Bank plans to move its main office to Hurst, Texas, and the Lufkin office
will become a branch facility.
The Lufkin facility is a two-story building located at 600 South First
Street, Lufkin, Texas 75901. This building and the underlying tract of land are
owned by the Bank. The building includes approximately 10,000 square feet of
office space. A detached motor bank facility is also located on the land.
The Hurst banking facility is located at 1845 Precinct Line Road, Suite 100,
Hurst, Texas 76054. The Company and a branch of the Bank occupy approximately
13,000 square feet of leased space in a two-story building under a lease dated
February 14, 1994 for a term of five years and ten months beginning March 1,
1994 and ending on December 31, 1999.
The Chester facility is located in a two-story building located on U.S.
Highway 287 in Chester, Texas. This building, and the underlying tract of land
consisting of approximately 15,000 square feet, are owned by the Bank. The
building includes approximately 5,600 square feet of office space. The Bank also
owns an improved tract of land (containing approximately 3,000 square feet)
located adjacent to the Chester facility.
The Wells facility is located in a one-story building located on U.S.
Highway 69 in Wells, Texas. This building, and the underlying tract of land
consisting of approximately 9,000 square feet, are owned by the Bank. The
building includes approximately 4,500 square feet of office space. The Bank also
owns two unimproved tracts of land (one containing approximately 2.31 acres and
the other approximately 1,800 square feet) located adjacent to the Wells
facility.
The Kennard facility is located in a one-story building located at Broadway
and Main Streets, in Kennard, Texas. This building, and the underlying tract of
land consisting of approximately 14,000 square feet, are owned by the Bank. The
building includes approximately 2,790 square feet of office space. The Bank also
owns two storage buildings located on the same tract of land.
The Waxahachie facility is located in a two-story building located at 104
Elm Street, Waxahachie, Texas 75165. This building, and the underlying tract of
land consisting of approximately 14,100 square feet, are owned by the Bank. The
building includes approximately 5,100 square feet of office space.
The Whitesboro facility is located in a one-story building located at 2500
Highway 82 East, in Whitesboro, Texas. This building, and the underlying tract
of land consisting of approximately 132,000 square feet, are owned by the Bank.
The building includes approximately 6,400 square feet of office space.
The Company believes the existing facilities are adequate for its present
needs.
REGULATION AND SUPERVISION
GENERAL
The Company and the Bank are subject to the generally applicable state and
federal laws governing businesses and employers. The Company and the Bank are
further extensively regulated by special state and federal laws and regulations
applicable only to financial institutions and their parent companies. Virtually
all aspects of the Company's and Bank's operations are subject to specific
requirements or restrictions and general regulatory oversight, from laws
regulating consumer finance transactions, such as the Truth in
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<PAGE>
Lending Act, the Home Mortgage Disclosure Act and the Equal Credit Opportunity
Act, to laws regulating collections and confidentiality, such as the Fair Debt
Collection Practices Act, the Fair Credit Reporting Act and the Right to
Financial Privacy Act. With few exceptions, state and federal banking laws have
as their principal objective either the maintenance of the safety and soundness
of financial institutions and the federal deposit insurance system or the
protection of consumers or classes of consumers, rather than the specific
protection of shareholders of the Company. To the extent that the following
discussion describes statutory or regulatory provisions, it is qualified in its
entirety by reference to the particular statute or regulation. Any change in
applicable laws, regulations or policies of various regulatory authorities may
have a material effect on the business, operations and prospects of the Company
and the Bank. The Company is unable to predict the nature or the extent of the
effects on its business or earnings that fiscal or monetary policies, economic
control or new federal or state legislation may have in the future.
REGULATION OF THE COMPANY
The Company is a bank holding company within the meaning of the Bank Holding
Company Act of 1956, as amended ("BHCA"), and therefore is subject to regulation
and supervision by the FRB. The Company is required to file reports with, and to
furnish such other information as, the FRB may require pursuant to the BHCA, and
to subject itself to examination by the FRB. The FRB has the authority to issue
orders to bank holding companies to cease and desist from unsound banking
practices and violations of conditions imposed by, or violations of agreements
with, the FRB. The FRB is also empowered to assess civil monetary penalties
against companies or individuals who violate the BHCA or orders or regulations
thereunder, to order termination of non-banking activities of non-banking
subsidiaries of bank holding companies, and to order termination of ownership
and control of a non-banking subsidiary by a bank holding company. Certain
violations may also result in criminal penalties. The OCC is authorized to
exercise comparable authority with respect to the Bank.
The FRB takes the position that a bank holding company is required to serve
as a source of financial and managerial strength to its subsidiary banks and may
not conduct its operations in an unsafe or unsound manner. In addition, it is
the FRB's position that, in serving as a source of strength to its subsidiary
banks, a bank holding company should stand ready to use available resources to
provide adequate capital funds to its subsidiary banks during periods of
financial stress or adversity and should maintain the financial flexibility and
capital-raising capacity to obtain additional resources for assisting its
subsidiary banks. A bank holding company's failure to meet its obligations to
serve as a source of strength to its subsidiary banks will generally be
considered by the FRB to be an unsafe and unsound banking practice or a
violation of the FRB regulations or both. This doctrine has become known as the
"source of strength" doctrine. In addition, statutory changes in the Federal
Deposit Insurance Act (the "FDIA") made by the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA") now require the holding company
parent of an undercapitalized bank to guarantee, up to certain limits, the
bank's compliance with a capital restoration plan approved by the bank's primary
federal supervisory agency.
The BHCA and the Change in Bank Control Act, together with regulations
promulgated by the FRB, require that, depending on the particular circumstances,
either FRB approval must be obtained or notice must be furnished to the FRB and
not disapproved prior to any person or company acquiring "control" of a bank
holding company, such as the Company, subject to certain exemptions for certain
transactions. Control is conclusively presumed to exist if an individual or
company acquires 25% or more of any class of voting securities of the bank
holding company. Control is rebuttably presumed to exist if a person acquires
10% or more but less than 25% of any class of voting securities and either the
company has registered securities under Section 12 of the Securities Exchange
Act of 1934, as amended, or no other person will own a greater percentage of
that class of voting securities immediately after the transaction. The
regulations provide a procedure for challenge of the rebuttable control
presumption. Control is rebuttably presumed not to exist if a company acquires
less than 5% of any class of voting securities of a bank or a bank holding
company.
As a bank holding company, the Company is required to obtain approval prior
to merging or consolidating with any other bank holding company, acquiring all
or substantially all of the assets of any bank or
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acquiring ownership or control of shares of a bank or bank holding company if,
after the acquisition, the Company would directly or indirectly own or control
5% or more of the voting shares of such bank or bank holding company.
The Company is also prohibited from acquiring a direct or indirect interest
in or control of more than 5% of the voting shares of any company which is not a
bank or bank holding company and from engaging directly or indirectly in
activities other than those of banking, managing or controlling banks or
furnishing services to its subsidiary banks, except that it may engage in and
may own shares of companies engaged in certain activities found by the FRB to be
so closely related to banking or managing and controlling banks as to be a
proper incident thereto. These activities include, among others, operating a
mortgage, finance, credit card, or factoring company; performing certain data
processing operations; providing investment and financial advice; acting as an
insurance agent for certain types of credit-related insurance; leasing personal
property on a full-payout, non-operating basis; and providing certain stock
brokerage and investment advisory services. In approving acquisitions or the
addition of activities, the FRB considers whether the acquisition or the
additional activities can reasonably be expected to produce benefits to the
public, such as greater convenience, increased competition, or gains in
efficiency, that outweigh such possible adverse effects as undue concentration
of resources, decreased or unfair competition, conflicts of interest or unsound
banking practices. In considering any application for approval of an acquisition
or merger, the FRB is also required to consider the financial and managerial
resources of the companies and the banks concerned, as well as the applicant's
record of compliance with the Community Reinvestment Act (the "CRA").
The BHCA generally imposes certain limitations on transactions by and
between banks that are members of the Federal Reserve System and other banks and
non-bank companies in the same holding company structure, including limitations
on extensions of credit (including guarantees of loans) by the Bank to
affiliates, investments in the stock or other securities of the Company by the
Bank, and the nature and amount of collateral that the Bank may accept from any
affiliate to secure loans extended to the affiliate. The Company, as an
affiliate of the Bank, is also subject to these restrictions. Under the BHCA and
the FRB's regulations, a bank holding company and its subsidiaries are
prohibited from engaging in certain tie-in arrangements in connection with any
extension of credit, lease or sale of property or furnishing of services.
As of September 30, 1995, the Riegle-Neal Interstate Banking and Branching
Act of 1994 (the "Interstate Banking Act") allows adequately capitalized and
managed bank holding companies to acquire banks in any state, regardless of
whether the acquisition would be prohibited by applicable state law. An
out-of-state bank holding company seeking to acquire ownership or control of a
Texas state bank, a national bank located in Texas or any bank holding company
owning or controlling a state bank or a national bank located in Texas must
obtain the prior approval of both the FRB and the Banking Commissioner of Texas.
In addition, under the Interstate Banking Act, a bank holding company and its
insured depository institution affiliates may not complete an acquisition which
would cause it to control more than 10% of total deposits in insured depository
institutions nationwide or to control 30% or more of total deposits in insured
depository institutions in the home state of the target bank. However, state
deposit concentration caps adopted by various states, such as the State of
Texas, which limit control of in-state insured deposits to a greater extent than
the Interstate Banking Act will be given effect. The State of Texas has adopted
a deposit concentration cap of 25% of in-state insured deposits; therefore, the
Texas state deposit concentration cap will lower the otherwise applicable 30%
federal deposit concentration cap. Additionally, state provisions regarding the
minimum years the target has been in existence will be honored; provided,
however, acquisitions may be approved when the target bank has been in existence
for at least five years, notwithstanding state provisions to the contrary. The
minimum age provision adopted by the State of Texas is five years and therefore
this provision will not be preempted by the federal provision.
The Interstate Banking Act will also allow out-of-state branches through
interstate mergers commencing June 1, 1997, provided that each bank involved in
the merger is adequately capitalized and managed. States are permitted, however,
to pass legislation either providing for earlier approval of mergers with out-
of-state banks or "opting-out" of interstate mergers entirely, provided such
legislation applies equally to all
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out-of-state banks. Texas has passed legislation to "opt out" of interstate
mergers entirely until 1999. The Interstate Banking Act also provides for
interstate mergers involving an out-of-state bank's acquisition of a branch of
an insured bank without the acquisition of the entire bank, if permitted under
the laws of the state where the branch is located. The deposit concentration
caps and the minimum age provisions applicable to interstate bank acquisitions
also apply to interstate bank mergers.
The Interstate Banking Act also provides for de novo branches in a state if
that state expressly elects to permit de novo branching on a non-discriminatory
basis. A "de novo branch" is defined as a branch office of a national or state
bank that is originally established as a branch and does not become a branch as
a result of an acquisition, conversion, merger or consolidation. De novo
interstate branching is subject to the same conditions applicable to interstate
mergers under the Interstate Banking Act, other than deposit concentration
limits.
REGULATION OF THE BANK
The Bank is a national banking association and therefore is subject to
regulation, supervision, and examination by the OCC. The Bank is also a member
of the FRB and the FDIC. Requirements and restrictions under the laws of the
United States include the requirement that reserves be maintained against
deposits, restrictions on the nature and the amount of loans which can be made,
restrictions on the business activities in which a bank may engage, restrictions
on the payment of dividends to shareholders, and minimum capital requirements.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Capital Resources". As discussed above, the OCC has enforcement
authority over the Bank that is similar to that of the FRB with respect to the
Company. In addition, upon making certain determinations with respect to the
condition of any insured national bank, such as the Bank, the FDIC may begin to
terminate a bank's federal deposit insurance.
There are certain statutory limitations on the payment of dividends by
national banks. Without approval of the OCC, dividends may not be paid in excess
of a bank's total net profits for that year, plus its retained profits for the
preceding two years, less any required transfers to capital surplus. In
addition, a national bank may not pay dividends in excess of total retained
profits, including current year's earnings. In some cases, the OCC may find a
dividend payment that meets these statutory requirements to be an unsafe or
unsound practice.
Federal and Texas state laws generally limit the amount of interest and fees
which lenders, including the Bank, may charge regarding loans. The applicable
law, and the applicable limits, may vary depending upon, among other things, the
identity, nature and location of the lender, and the type of loan or collateral.
In Texas, the maximum interest rate applicable to most loans changes with
changes in the average auction rate for United States Treasury Bills, but does
not decline below 18% or rise above 24% (except for certain loans in excess of
$250,000 for which the maximum annual rate may not rise above 28%). However, the
interest which may be charged on an IPF loan is regulated by the Texas State
Board of Insurance. See "Business -- Insurance Premium Financing".
National banks domiciled in Texas are permitted to engage in unlimited
branch banking, subject to the prior approval of the OCC to establish any
branch.
Banks are affected by the credit policies of other monetary authorities,
including the FRB, which affect the national supply of bank credit. Such
policies influence overall growth of bank loans, investments, and deposits and
may also affect interest rates charged on loans and paid on deposits. The
monetary policies of the FRB have had a significant effect on the operating
results of commercial banks in the past and are expected to continue to do so in
the future.
FDICIA requires the OCC to take "prompt corrective action" with respect to
any national bank which does not meet specified minimum capital requirements.
The applicable regulations establish five capital levels, ranging from
"well-capitalized" to "critically undercapitalized," and require or permit the
OCC to take supervisory action regarding any national bank that is not at least
"adequately capitalized". Under these regulations, which became effective
December 19, 1992, a national bank is considered well capitalized if it has a
total risk-based capital ratio of 10.0% or greater, a Tier I risk-based capital
ratio of 6.0% or greater,
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<PAGE>
and a leverage ratio of 5.0% or greater, and it is not subject to an order,
written agreement, capital directive, or prompt corrective action directive to
meet and maintain a specific capital level for any capital measure. A national
bank is considered "adequately capitalized" if it has a total risk-based capital
ratio of 8.0% or greater, a Tier I risk-based capital ratio and leverage capital
ratio of 4.0% or greater (or a leverage ratio of 3.0% or greater if the
institution is rated composite 1 in its most recent report of examination,
subject to appropriate federal banking agency guidelines), and the institution
does not meet the definition of an undercapitalized institution. A national bank
is considered "undercapitalized" if it has a total risk-based capital ratio that
is less than 8%, a Tier I risk-based capital ratio that is less than 4%, or a
leverage ratio that is less than 4.0% (or a leverage ratio that is less than
3.0% if the institution is rated composite 1 in its most recent report of
examination, subject to appropriate federal banking agency guidelines). A
"significantly undercapitalized" institution is one which has a total risk-based
capital ratio that is less than 6.0%, a Tier I risk-based capital ratio that is
less than 3.0%, or a leverage ratio that is less than 3.0%. A "critically
undercapitalized" institution is one which has a ratio of tangible equity to
total assets that is equal to or less than 2.0%.
With certain exceptions, national banks will be prohibited from making
capital distributions or paying management fees if the payment of such
distributions or fees will cause them to become undercapitalized. Furthermore,
undercapitalized national banks will be required to file capital restoration
plans with the OCC. Undercapitalized national banks also will be subject to
restrictions on growth, acquisitions, branching and engaging in new lines of
business unless they have an approved capital plan that permits otherwise. The
OCC also may, among other things, require an undercapitalized national bank to
issue shares or obligations, which could be voting stock, to recapitalize the
institution or, under certain circumstances, to divest itself of any subsidiary.
The OCC is authorized to take various enforcement actions against any
significantly undercapitalized national bank and any undercapitalized national
bank that fails to submit an acceptable capital restoration plan or fails to
implement a plan accepted by the OCC. The powers include, among other things,
requiring the institution to be recapitalized, prohibiting asset growth,
restricting interest rates paid, requiring prior approval of capital
distributions by any bank holding company which controls the institution,
requiring divestiture by the institution of its subsidiaries or by the holding
company of the institution itself, requiring a new election of directors, and
requiring the dismissal of directors and officers.
Significantly and critically undercapitalized national banks may be subject
to more extensive control and supervision. The OCC may prohibit any such
institutions from, among other things, entering into any material transaction
not in the ordinary course of business, amending their charters or bylaws, or
engaging in certain transactions with affiliates. In addition, critically
undercapitalized institutions generally will be prohibited from making payments
of principal or interest on outstanding subordinated debt. Within 90 days of a
national bank's becoming critically undercapitalized, the OCC must appoint a
receiver or conservator unless certain findings are made with respect to the
prospect for the institution's continued viability.
Based on its capital ratios as of September 30, 1995, the Bank was
classified as "well capitalized" under the applicable regulations. The Company
does not believe that FDICIA's prompt corrective action regulations will have
any material effect on the activities or operations of the Bank. However, if the
Bank were to become undercapitalized and these restrictions were to be imposed,
the restrictions, either individually or in the aggregate, could have a
significant adverse effect on the operations of the Bank, and, as a result, the
ability of the Company to pay dividends on the Common Stock or service any cash
flow needs.
CURRENT REGULATORY ISSUES
In late 1993, the Secretary of the Treasury of the United States proposed a
wide-ranging restructuring of the bank regulatory system in the United States,
including the merger or other combination of the FRB, the OCC and the FDIC,
among others. As of the date of this prospectus, the legislation to effect such
a restructuring has not yet been introduced in Congress and there can be no
certainty as to the effect, if any, that such legislation would have on the
regulation of the Company or the Bank.
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FDICIA requires the FDIC to establish a schedule to increase (over a period
of not more than 15 years) the reserve ratio of the BIF, which insures the
deposits of the Bank to a maximum of $100,000 per depositor, to 1.25% of insured
deposits, and impose higher deposit insurance premiums of BIF members, if
necessary, to achieve that ratio. Generally, banks are assessed insurance
premiums according to how much risk they are deemed to present to BIF. Such
premiums ranged from 0.23% of insured deposits to 0.31% of insured deposits in
1994 and 1995. Banks with higher levels of capital and which have earned a low
degree of supervisory concern are assessed lower premiums than banks with lower
levels of capital or a higher degree of supervisory concern. During 1994 and
1995 (until a new rate structure) the Bank was assessed at the rate of $0.23 per
$100 of deposits. On August 8, 1995, the FDIC Board of Directors voted to
significantly reduce the deposit insurance premium paid by most banks but to
keep existing assessment rates intact for savings associations. Under the new
rate structure, which went into effect in October, 1995, the highest rated
institutions insured by BIF pay $0.04 per $100 of domestic deposits. Based on
the risk category applicable to the Bank, the premium paid by the Bank is
presently $.04 per $100 of deposit. On November 14, 1995, the FDIC announced
that commencing in 1996 it would eliminate insurance deposit premiums for all
but the banks warranting the highest level of supervisory concern.
FDICIA contains numerous other provisions, including new accounting,
auditing and reporting requirements, the termination (beginning in 1995) of the
"too big to fail" doctrine except in special cases, new regulatory standards in
areas such as asset quality, earnings and compensation and revised regulatory
standards for the powers of state chartered banks, real estate lending, bank
closures and capital adequacy.
Under CRA, a bank's applicable regulatory authority (which is the OCC for
the Bank) is required to assess the record of each financial institution which
it regulates to determine if the institution meets the credit needs of its
entire community, including low- and moderate-income neighborhoods served by the
institution, and to take that record into account in its evaluation of any
application made by such institution for, among other things, approval of the
acquisition or establishment of a branch or other deposit facility, an office
relocation, a merger, or the acquisition of shares of capital stock of another
financial institution. The regulatory authority prepares a written evaluation of
an institution's record of meeting the credit needs of its entire community and
assigns a rating. The Bank has undertaken significant actions to comply with the
CRA. The Bank has received a "satisfactory" commendation in its most recent
review by federal regulators with respect to its compliance with the CRA. Both
the United States Congress and the banking regulatory authorities have proposed
substantial changes to the CRA and fair lending laws, rules and regulations, and
there can be no certainty as to the effect, if any, that any such changes would
have on the Bank.
CAPITAL ADEQUACY GUIDELINES
Capital management consists of providing equity to support both current and
future operations. The Company is subject to capital adequacy requirements
issued by the FRB, and the Bank is subject to similar requirements imposed by
the OCC.
Specifically, the various federal bank regulatory agencies, including the
FRB and the OCC, have adopted risk-based capital requirements for assessing bank
holding company and bank capital adequacy. These standards define capital and
establish minimum capital requirements in relation to assets and off-balance
sheet exposure, adjusted for credit risk. The risk-based capital standards
currently in effect are designed to make regulatory capital requirements more
sensitive to differences in risk profile among bank holding companies and banks,
to account for off-balance sheet exposure and to minimize disincentives for
holding liquid assets. Assets and off-balance sheet items are assigned to broad
risk categories, each with appropriate relative risk weights. The resulting
capital ratios represent capital as a percentage of total risk-weighted assets
and off-balance sheet items. On September 14, 1993, the FRB together with the
FDIC and the OCC jointly proposed new rules implementing an interest rate risk
("IRR") component to the risk-based standards as required by FDICIA. The effect
the proposed IRR rule will have on the Bank's risk-based capital requirements,
if any, cannot be determined until the rule is finalized.
The minimum standard for the ratio of capital to risk-weighted assets
(including certain off-balance sheet obligations, such as standby letters of
credit) is 8.0%. At least half of the risk-based capital must consist of common
equity, retained earnings, and qualifying perpetual preferred stock, less
deductions for goodwill
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and various other intangibles ("Tier I capital"). The remainder may consist of a
limited amount of subordinated debt, certain hybrid capital instruments and
other debt securities, preferred stock, and a limited amount of the general
valuation allowance for loan losses ("Tier II capital"). The sum of Tier I
capital and Tier II capital is "total risk-based capital."
The FRB (for the Company) and the OCC (for the Bank) have also adopted
guidelines which supplement the risk-based capital guidelines with a minimum
leverage ratio of Tier I capital to average total consolidated assets ("leverage
ratio") of 3% for institutions with well diversified risk (including no undue
interest rate exposure; excellent asset quality; high liquidity; good earnings);
that are generally considered to be strong banking organizations (rated
composite 1 under applicable federal guidelines); and that are not experiencing
or anticipating significant growth. Other banking organizations are required to
maintain a leverage ratio of at least 4.0% to 5.0%. These rules further provide
that banking organizations experiencing internal growth or making acquisitions
will be expected to maintain capital positions substantially above the minimum
supervisory levels and comparable to peer group averages, without significant
reliance on intangible assets. The FRB continues to consider a "tangible Tier I
leverage ratio" in evaluating proposals for expanding activities by bank holding
companies. The tangible Tier I leverage ratio is the ratio of a banking
organization's Tier I capital (less deductions for intangibles otherwise
includable in Tier I capital) to total tangible assets.
As of September 30, 1995, the Company's Tier I risk-based capital ratio was
10.17%, its total risk-based capital ratio was 11.14% and its leverage ratio was
6.4%, which equaled or exceeded the federal minimum regulatory requirements.
Bank regulators may raise capital requirements applicable to banking
organizations beyond current levels. However, the Company is unable to predict
whether higher capital requirements will be imposed and, if so, at what levels
and on what schedules, and therefore cannot predict what effect such higher
requirements may have on the Company and the Bank.
For an analysis of the Company's and the Bank's capital, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Capital Resources."
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The Company elected eight directors at the annual meeting of the
shareholders in April 1995. All directors are elected annually and hold office
until the next annual meeting of shareholders, expected to be held in May 1996,
or until their respective successors have been duly elected and have qualified.
The following table provides information, as of November 15, 1995, about the
directors and executive officers of the Company.
<TABLE>
<CAPTION>
NAME AND AGE; YEARS SERVED
AS DIRECTOR PRINCIPAL OCCUPATION FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS
- --------------------------- -----------------------------------------------------------------------------------
<S> <C>
C. Jack Bean C. Jack Bean has been Chairman of the Board and a director of the Company since
Age 67 March 1987, and served as President of the Company from March 1987 to July 1992.
Director Since 1987 Mr. Bean was the owner and founder of Surety Finance Company, the predecessor
company to the Company's business, from 1985 until March 1987. He has served as
Chairman of the Board and a director of the Bank since December 1989.
G. M. Heinzelmann, III G. M. Heinzelmann, III has been President of the Company since July 1992 and a
Age 33 director of the Company since July 1993. He previously served as Vice President of
Director Since 1993 the Company from May 1987 to July 1992. Mr. Heinzelmann has served as Senior Vice
President and a director of the Bank since December 1989 and as Manager of the
Insurance Premium Finance Division of the Company, and subsequently the Bank,
since May 1987. He has also served as Secretary, Treasurer and a director of Brian
Capital, Inc., a non-operating publicly held corporation, since November 1988.
Bobby W. Hackler Bobby W. Hackler has been Vice President and Secretary of the Company since January
Age 49 1992. He served as Chief Financial Officer of the Company from January 1992 to
Director Since 1994 October 1995. He has served as President of the Bank since February 1994, as Chief
Executive Officer of the Bank since July 1992, and as a director of the Bank since
December 1990. Mr. Hackler previously served as the Bank's Chief Operating Officer
from January 1992 to July 1992, as its Senior Vice President and Controller from
March 1991 to December 1991, and as its Vice President and Controller from January
1990 to March 1991.
William B. Byrd William B. Byrd has served as a director of the Company since April 1993. He has
Age 63 been involved in personal investment activities, real estate brokerage and
Director Since 1993 management, and ranching for the past five years. Mr. Byrd has served as a
director of the Bank since January 1994.
Joseph S. Hardin Joseph S. Hardin has served as a director of the Company since April 1989. He has
Age 79 been involved in personal investment activities for the past five years. Mr.
Director Since 1989 Hardin has served as a director of the Bank since May 1994.
Michael L. Milam Michael L. Milam has served as a director of the Company since May 1994. He has
Age 42 been president of Dallas Fire Insurance Company, a licensed Texas stock insurance
Director Since 1994 company, since December 1988. Mr. Milam has served as a director of the Bank since
May 1994.
Garrett Morris Garrett Morris has served as a director of the Company since May 1994. He has been
Age 69 a member of the law firm of Morris and Schiffer since 1989. Mr. Morris has served
Director Since 1994 as a director of the Bank since May 1994.
Cullen W. Turner Cullen W. Turner has served as a director of the Company since March 1987. He has
Age 54 been involved in personal investment activities for the past five years. Mr.
Director Since 1987 Turner has served as a director of the Bank since December 1993.
</TABLE>
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<TABLE>
<CAPTION>
NAME AND AGE; YEARS SERVED
AS DIRECTOR PRINCIPAL OCCUPATION FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS
- --------------------------- -----------------------------------------------------------------------------------
<S> <C>
B. J. Curley B.J. Curley has served as the Company's Chief Financial Officer and Vice President
Age 31 since October 1995. Since December 1994 he has served as Chief Financial Officer
of the Bank and since May 1993 has served as the Bank's Controller. Prior to May,
1993, he served as controller for Environmental Engineering & Geotechnics.
</TABLE>
G. M. Heinzelmann, III, President and a director of the Company, is the
son-in-law of C. Jack Bean, Chairman of the Board of the Company. Otherwise,
there is no family relationship between any of the directors and any executive
officer of the Company.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION. The following table
provides certain summary information concerning compensation paid or accrued by
the Company to or on behalf of the Company's Chairman of the Board and Chief
Executive Officer and each of the two other most highly compensated executive
officers of the Company (determined as of the end of the last fiscal year)
(hereafter referred to as the "named executive officers") for the fiscal years
ended December 31, 1994, 1993 and 1992:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
NAME AND SALARY OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR ($)(1) BONUS ($) COMPENSATION ($)(2) COMPENSATION ($)(3)
- -------------------------------------------- --------- ------------ ----------- -------------------- -------------------
<S> <C> <C> <C> <C> <C>
C. Jack Bean 1994 $ 107,653 $ 14,500 $ 3,740
Chairman of the Board and Chief 1993 $ 87,740 $ 8,700 $ 2,126
Executive Officer of the Company; 1992 $ 80,200 $ 8,458(4)
Chairman of the Board of the Bank
G. M. Heinzelmann, III 1994 $ 71,872 $ 10,100 $ 2,600
President of the Company; Senior 1993 $ 60,855 $ 6,050 $ 1,477
Vice President of the Bank 1992 $ 56,200 $ 7,012(5)
Bobby W. Hackler
Vice President, Secretary and Chief 1994 $ 78,879 $ 11,100 $ 2,857
Financial Officer of the Company; 1993 $ 66,793 $ 6,650 $ 1,623
President and Chief Executive Officer 1992 $ 61,200 $ 7,620(6)
of the Bank
</TABLE>
- ------------------------
(1) Includes salary and directors' fees paid by the Company, before any salary
reduction for contributions in 1994 and 1993 to the Company's Savings Plan
under Section 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code").
(2) Excludes perquisites and other personal benefits, securities, or property
which, in the aggregate, do not exceed the lesser of $50,000 or ten percent
(10%) of the annual salary and bonus, if any, for each named executive
officer.
(3) The total amounts shown in this column consist of matching contributions
under the Company's Savings Plan under Section 401(k) of the Code, which was
adopted by the Company in 1993.
(4) Consists of $6,778 which represents the estimated value of the incidental
personal use of an automobile owned by the Bank, and $1,680 which represents
country club membership dues paid by the Bank.
(5) Consists of $5,272 which represents the estimated value of the incidental
personal use of an automobile owned by the Bank, and $1,740 which represents
country club membership dues paid by the Bank.
(6) Consists of $6,000 which represents an automobile allowance paid by the
Bank, and $1,620 which represents country club membership dues paid by the
Bank.
47
<PAGE>
1995 STOCK OPTION PLAN. At the annual meeting in April, 1995, the
shareholders of the Company adopted the 1995 Incentive Stock Option Plan of
Surety Capital Corporation (the "1995 Stock Plan"). The purpose of the 1995
Stock Plan is to permit officers and key employees of the Company and its
subsidiaries (whether now owned or hereafter acquired) to acquire a proprietary
interest in the Company, thereby providing them with an additional incentive for
further promoting the success of the Company's business operations and
encouraging them to remain as officers and key employees of the Company and its
subsidiaries.
All executive officers and other key personnel of the Company who are
active, full-time employees of the Company or its subsidiaries, and who
otherwise qualify under the 1995 Stock Plan, are eligible to participate in the
1995 Stock Plan. However, members of the Board who are not employed by the
Company or any of its subsidiaries on a full time basis are not eligible to
participate in the 1995 Stock Plan.
The 1995 Stock Plan is administered by the Stock Option Committee (the
"Committee"), which is comprised of five members of the Board, none of whom are
eligible to receive options under the 1995 Stock Plan while serving as a member
of the Committee and who have been ineligible to receive options under the 1995
Stock Plan or any other stock option or stock appreciation rights plan of the
Company (including the 1988 Incentive Stock Option Plan of the Company) for a
period of at least one year prior to the date of their appointment as a member
of the Committee. The Committee is empowered (i) to construe and interpret the
1995 Stock Plan and all options granted thereunder, (ii) to recommend the
individuals to whom and the time or times at which options will be granted, the
number of shares to be subject to each option and the option exercise price, and
(iii) to make all other determinations necessary or advisable for the
administration of the 1995 Stock Plan.
Subject to provisions for proportionate adjustment occasioned by changes in
the Company's capital structure, a total of 100,000 shares of Common Stock of
the Company have been set aside under the 1995 Stock Plan for use upon exercise
of options granted thereunder. As of November 30, 1995 no options have been
granted under the 1995 Stock Plan. Options under the 1995 Stock Plan must be
granted on or before February 20, 2005, and the options by their terms may not
be exercised after ten years from the date the options are granted. The exercise
price for options granted under the 1995 Stock Plan is determined by the
Committee, except that in no event may such exercise price be less than the fair
market value of the Company's Common Stock on the date of the grant. In the
event an option is granted to a person who, at the time the option is granted,
owns stock possessing more than ten percent of the total combined voting power
of all classes of stock of the Company, the exercise price at the time the
option is granted must be at least 110% of the fair market value of the
Company's Common Stock. The aggregate fair market value (determined at the time
the options are granted) of the Company's Common Stock with respect to which
options of a participant are exercisable for the first time during any calendar
year under the 1995 Stock Plan, together with any options granted to such
participant under any other plan of the Company or its subsidiaries, may not
exceed $100,000. The proceeds from the sale of shares of Common Stock pursuant
to options granted under the 1995 Stock Plan will constitute general corporate
funds of the Company.
48
<PAGE>
OPTION GRANTS
As of September 30, 1995, the three executive officers named below held
options granted under the Company's 1988 Incentive Stock Option Plan (the "1988
Plan") covering 55,216 shares of Common Stock. No additional options may be
granted under the 1988 Plan. The following table provides information on
incentive stock options granted in fiscal year 1994 to the named executive
officers:
OPTION GRANTS IN FISCAL YEAR 1994 (1)
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------- VALUE AT ASSUMED ANNUAL
NUMBER OF RATES OF STOCK PRICE
SECURITIES PERCENT OF TOTAL APPRECIATION FOR OPTION
UNDERLYING OPTIONS GRANTED EXERCISE OR TERM
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION ------------------------
NAME GRANTED (#)(2) FISCAL YEAR ($/SH)(3) DATE 5% ($)(4) 10% ($)(4)
- ---------------------------------- --------------- ----------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
C. Jack Bean...................... 4,100 41% $ 4.95(5) 1-12-99 $ 3,252 $ 9,419
G. M. Heinzelmann, III............ 2,800 28% $ 4.50 1-12-99 $ 3,481 $ 7,692
Bobby W. Hackler.................. 3,100 31% $ 4.50 1-12-99 $ 3,854 $ 8,517
</TABLE>
- ------------------------
(1) This table reflects incentive stock options granted on January 12, 1994
under the Company's 1988 Plan to the named executive officers. These options
vested on the date of grant. The options have been granted for a term of
five years, subject to earlier termination upon the occurrence of certain
events related to termination of employment. See "-- 1995 Stock Option Plan"
for a discussion of the 1995 Stock Plan.
(2) Under the terms of the 1988 Plan, the Committee retains the discretion,
subject to the 1988 Plan limits, to modify the terms of outstanding options.
(3) Except as otherwise indicated, based on 100% of the fair market value of the
shares underlying options on the date of grant.
(4) The dollar amounts under these columns are the result of calculations of the
potential realizable value under the 5% and 10% rates set by the Securities
and Exchange Commission. The assumed appreciation rates of 5% and 10%
(compounded annually on the $4.50 market value at date of grant) from the
date of grant are not intended to forecast possible future appreciation, if
any, of the Company's stock price. These amounts show potential realizable
value of the options at the end of the five year term.
(5) Based on 110% of the fair market value of the shares underlying options on
the date of grant.
OPTIONS EXERCISES AND HOLDINGS. The following table provides information
with respect to the named executive officers concerning the exercise of
incentive stock options during the last fiscal year and unexercised incentive
stock options held as of the end of the last fiscal year under the 1988 Plan:
AGGREGATED OPTION EXERCISES
IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
NUMBER OF IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT FY-END ($)
FY-END (#) ----------------
VALUE ------------- EXERCISABLE/
SHARES ACQUIRED ON REALIZED EXERCISABLE/ UNEXERCISABLE
NAME EXERCISE (#) ($)(1) UNEXERCISABLE (2)
- ----------------------------------------------------- --------------------- ------------- ------------- ----------------
<S> <C> <C> <C> <C>
C. Jack Bean......................................... 0 $ 0 11,900/-0- $ -0-/-0-
G. M. Heinzelmann, III............................... 0 $ 0 10,785/-0- $11,509.00/-0-
Bobby W. Hackler..................................... 0 $ 0 9,026/-0- $ 9,687.50/-0-
</TABLE>
- ------------------------
(1) No incentive stock options were exercised in 1994 by the named executive
officers.
(2) Market value of underlying securities as of the fiscal year-end ($3.125),
minus the exercise or base price.
49
<PAGE>
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
The Company has entered into termination of employment and change in control
agreements with certain of its employees. While these agreements were not
adopted to deter takeovers, they may have an incidental anti-takeover effect by
making it more expensive for a bidder to acquire control of the Company. The
Company believes that these agreements are in the best interest of the Company
in order to encourage the continued attention and dedication of members of the
Company's management to their assigned duties without distraction in the face of
potentially disturbing circumstances arising from the possibility of a change in
control of the Company. Specifically, the Company has entered into agreements
with C. Jack Bean, Chairman of the Board, G. M. Heinzelmann, III, President, and
Bobby W. Hackler, Vice President, providing that, if there is a change in
control of the Company and any or all of such employees are terminated as
employees of the Company or are materially relieved of their duties, the Company
will pay to such employee three times his annual base salary at the time of
termination or relief from duties as a lump sum severance payment or the
equivalent value in Common Stock of the Company based upon the prevailing market
price for the Common Stock at the time of termination or relief from duties. A
change in control of the Company for purposes of the agreements is (i) the
acquisition of 20% or more of the Company's outstanding voting securities by any
person or entity other than a fiduciary of an employee benefit plan of the
Company, or (ii) a change in the persons constituting a majority of the Board of
Directors over a two year period unless the election of each person who was not
a director at the beginning of the two years was approved in advance by
directors representing at least two-thirds of the directors then in office who
were directors at the beginning of the period. In addition, the Company has
entered into Executive Deferred Compensation Agreements with Messers. Hackler
and Heinzelmann under which each is entitled to receive certain deferred
compensation payments from the Company after age 65. If employment is terminated
prior to age 65 due to a change in control, disability, death, or other than for
cause, each officer will be entitled to a lump sum payment equal to the cash
surrender value of a designated universal key man life insurance policy. The
Company is not required to reserve or accrue funds to make such payments.
CERTAIN TRANSACTIONS
From time to time, the Bank makes loans to officers, directors and principal
shareholders (and their affiliates) of the Company or the Bank. All loans to
such persons are made in the ordinary course of business; are made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons; and do
not involve more than the normal risk of collectibility or present other
unfavorable features.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"Act") empowers a corporation to indemnify its directors and officers and to
purchase insurance with respect to liability arising out of their capacity as
directors and officers. The Act further provides that the indemnification
permitted thereunder shall not be deemed exclusive of any other rights to which
the directors and officers may be entitled under the corporation's bylaws, any
agreement, vote of the shareholders, or otherwise.
Section 6.04 of the Company's Bylaws provides that the Company shall
indemnify all persons to the full extent allowable by law who, by reason of the
fact that they are or were a director of the Company, become a party or are
threatened to be made a party to any indemnifiable action, suit or proceeding.
The Company shall pay, in advance of the final disposition of any indemnifiable
action, suit or proceeding under this bylaw, all reasonable expenses incurred by
the director, upon receipt of an undertaking by or on behalf of the director to
repay such amount if it is ultimately determined that he is not entitled to be
indemnified by the Company under the law. The Company may indemnify persons
other than directors, such as officers and employees, as permitted by law. The
Company may purchase and maintain insurance on behalf of directors, officers and
other persons against any liability asserted against him, whether or not the
Company would have the power to indemnify such person against such liability, as
permitted by law.
50
<PAGE>
SELLING SHAREHOLDER
The Selling Shareholder, Anchorage Fire & Casualty Insurance Company, in
Liquidation, acting through Jeanne Barnes Bryant, Special Deputy Commissioner
and Liquidator under the Liquidation Order dated May 13, 1993, issued by the
Chancery Division of the Twentieth Judicial District Court, Davidson County,
Tennessee ("Liquidation Order"), is offering an aggregate of 174,939 shares of
Common Stock in the Offering, which constitutes all of the shares of Common
Stock beneficially owned by the Selling Shareholder. The shares are being sold
by the Selling Shareholder pursuant to the Liquidation Order, which required the
liquidation of all assets of Anchorage Fire & Casualty Insurance Company.
The 174,939 shares were acquired by Anchorage Fire & Casualty Insurance
Company in December 1991 under a Regulation S offering of Common Stock of the
Company. In December 1995, in order to eliminate the market overhang represented
by these shares and to obtain the advantages of a larger public float, among
other things, the Company and the Selling Shareholder agreed to include the
Selling Shareholder's shares of Common Stock in this prospectus. The
Registration Agreement provides that the Selling Shareholder will bear the
underwriting discount applicable to the shares sold by it, as well as a pro rata
share of the expenses and filing fees associated with this Offering. The
Registration Agreement also provides that the Company and the Selling
Shareholder will indemnify the Underwriter and each other from certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
BENEFICIAL STOCK OWNERSHIP
BY MANAGEMENT
The following table shows beneficial ownership of shares of Common Stock of
the Company by all current directors and executive officers of the Company named
under the caption "Management" individually, and together with all current
executive officers of the Company as a group, as of November 30, 1995:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME OF INDIVIDUAL OR NUMBER OF PERSONS IN GROUP OWNERSHIP (1) CLASS (2)
- -------------------------------------------------------------------------------- ------------------ ------------
<S> <C> <C>
C. Jack Bean.................................................................... 206,019 shares(3) 5.86%
William B. Byrd................................................................. 5,800 shares *
Bobby W. Hackler................................................................ 21,482 shares(4) *
Joseph S. Hardin................................................................ 191,583 shares(5) 5.46%
G. M. Heinzelmann, III.......................................................... 29,685 shares(6) *
Michael L. Milam................................................................ 250 shares *
Garrett Morris.................................................................. 250 shares *
Cullen W. Turner................................................................ 60,300 shares(7) 1.72%
All directors and executive officers as a group (8 persons)..................... 515,369 shares(8) 14.47%
</TABLE>
- ------------------------
* Less than 1% of all the issued and outstanding shares of Common Stock.
(1) Based on information furnished by persons named and, except as otherwise
indicated below, each person has sole voting power with respect to all
shares of Common Stock owned by such person.
(2) Based on 3,506,429 shares of Common Stock issued and outstanding at November
30, 1995, as adjusted for shares convertible or exercisable within 60 days
which are deemed outstanding for a specific shareholder pursuant to Rule
13d-3(d)(1) under the Securities Exchange Act of 1934, as amended.
(3) Includes 206,019 shares of Common Stock owned of record and 11,900 shares of
Common Stock which Mr. Bean has the right to acquire within 60 days from the
date hereof pursuant to options granted to him under the 1988 Plan of the
Company. See "Management -- Executive Compensation and Other Information --
Options Exercises and Holdings".
51
<PAGE>
(4) Includes 128 shares of Common Stock owned of record and 21,354 shares of
Common Stock which Mr. Hackler has the right to acquire within 60 days from
the date hereof pursuant to options granted to him under the 1988 Plan of
the Company. See "Management -- Executive Compensation and Other Information
-- Options Exercises and Holdings".
(5) Represents 191,583 shares of Common Stock held by a trust for which Mr.
Hardin serves as a co-trustee.
(6) Includes 7,725 shares of Common Stock owned of record and 21,960 shares of
Common Stock which Mr. Heinzelmann has the right to acquire within 60 days
from the date hereof pursuant to options granted to him under the 1988 Plan
of the Company. See "Management -- Executive Compensation and Other
Information -- Options Exercises and Holdings".
(7) Includes 39,500 shares of Common Stock owned of record and 20,800 shares of
Common Stock held by a trust for which Mr. Turner serves as trustee.
(8) Includes 55,214 shares of Common Stock of the Company currently exercisable
pursuant to the Company's 1988 Plan.
BY OTHERS
The following table sets forth certain information with respect to
shareholders of the Company who were known to be beneficial owners of more than
5% of the issued and outstanding shares of the Common Stock of the Company as of
November 30, 1995:
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
OF BENEFICIAL OF CLASS
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP (1) (2)
- --------------------------------------------- ------------------ ---------
<S> <C> <C>
C. Jack Bean & the Estate of Lorene Sims Bean 206,019 shares(3) 5.86%
1845 Precinct Line Road, #100
Hurst, Texas 76054
Joseph S. Hardin 191,583 shares(4) 5.46%
5310 Tanbark Road
Dallas, Texas 75229
John Hancock Bank & Thrift 303,700 shares 8.66%
Opportunity Fund
c/o State Street Bank
61 Broadway
New York, New York 10009
Evergreen Limited Market Fund, Inc. 346,000 shares 9.87%
c/o Lieber & Company
2500 Westchester Avenue
Purchase, NY 10577
</TABLE>
- ------------------------
(1) Based on information furnished by persons and entities named and, except as
otherwise indicated below, each person and entity has sole voting power with
respect to all shares of Common Stock owned by such person or entity.
(2) Based on 3,506,429 shares of Common Stock issued and outstanding at November
30, 1995, as adjusted for shares convertible or exercisable within sixty
(60) days which are deemed outstanding for a specific shareholder pursuant
to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934.
(3) Includes 206,019 shares of Common Stock owned of record and 11,900 shares of
Common Stock which Mr. Bean has the right to acquire within 60 days from the
date hereof pursuant to options granted to him under the 1988 Plan of the
Company. See "Management -- Executive Compensation and Other Information --
Options Exercises and Holdings".
(4) Represents 191,583 shares of Common Stock held by a trust for which Mr.
Hardin serves as a co-trustee.
52
<PAGE>
DESCRIPTION OF SECURITIES
COMMON STOCK
The Company is authorized to issue twenty million (20,000,000) shares of
Common Stock, par value $0.01 per share, 3,506,429 of which shares were issued
and outstanding as of November 30, 1995 (not including 55,216 shares issuable
upon the exercise of outstanding stock options).
Holders of shares are entitled to one vote per share, without cumulative
voting, on all matters to be voted on by shareholders. Therefore, the holders of
a majority of the shares voting for the election of directors can elect all the
directors without the concurrence of any other shareholder. Subject to
preferences that may be applicable to any outstanding preferred stock,
shareholders are entitled to receive ratably such dividends as may be declared
by the Board of Directors out of funds legally available. See "Market Price and
Dividend Policy". In the event of a liquidation, dissolution or winding up of
the Company, shareholders are entitled to share ratably in all assets remaining
after payment of liabilities and the liquidation preference of any outstanding
preferred stock. Shares of the Common Stock have no preemptive or other
subscription rights, and there are no conversion rights or redemption or sinking
fund provisions with respect to such shares.
The transfer agent and registrar of the common stock is Securities Transfer
Corporation, 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248.
PREFERRED STOCK
The Company is authorized to issue one million (1,000,000) shares of
preferred stock, par value $0.01 per share, none of which are issued and
outstanding as of the date of this Prospectus. The Board of Directors of the
Company may establish series of preferred stock with such rights and preferences
as may be fixed and determined by the Board of Directors.
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement among the
Company, the Selling Shareholder, and the Underwriter, the Underwriter has
agreed to purchase from the Company and the Selling Shareholder, and the Company
and the Selling Shareholder have agreed to sell to the Underwriter, 1,925,061
and 174,939 shares of Common Stock, respectively.
The Underwriting Agreement provides that the obligations of the Underwriter
thereunder are subject to the satisfaction of certain conditions precedent. The
Underwriter is committed to purchase and pay for all 2,100,000 shares of Common
Stock if any are purchased. The Company has been advised that the Underwriter
proposes to offer the shares of Common Stock directly to the public at the
public offering price set forth on the cover page of this prospectus, and to
certain securities dealers at such price less a concession not in excess of
$ per share, and that the Underwriter and such dealers may reallow to
other dealers including any underwriter, a discount not in excess of $
per share. After commencement of this Offering, the offering price and
concession and discounts may be changed by the Underwriter. The Company has
agreed to pay the Underwriter an accountable expense allowance not to exceed 2%
of the aggregate offering price.
The Underwriter has obtained an option from the Company exercisable during a
30-day period after the date of this prospectus, under which the Underwriter may
purchase up to 288,759 additional shares of Common Stock at the same price per
share which the Company will receive for the shares offered herein. The
Underwriter may exercise such option only once to cover over-allotments.
The Company and its executive officers and directors have agreed that they
will not sell, contract to sell or otherwise dispose of any equity securities of
the Company for a period of 180 days after the date of this prospectus without
the written consent of the Underwriter.
The Company and the Selling Shareholder have agreed to indemnify the
Underwriter against certain liabilities, losses and expenses, including
liabilities under the Securities Act, or to contribute to payments that the
Underwriter may be required to make in respect thereof.
53
<PAGE>
LEGAL MATTERS
Certain matters with respect to the validity of the shares have been passed
upon by Secore & Waller, L.L.P., Dallas, Texas. Certain legal matters will be
passed upon for the Underwriter by Bracewell & Patterson, L.L.P., Houston,
Texas.
EXPERTS
The consolidated financial statements of the Company as of December 31, 1994
and 1993 and the related consolidated Statements of Operations, Shareholders'
Equity, and Cash Flows for each of the three years in the period ended December
31, 1994, included in this prospectus and elsewhere in the Registration
Statement, have been included herein in reliance on the report of Coopers &
Lybrand, L.L.P. independent accountants, given on the authority of that firm as
experts in accounting and auditing. The consolidated financial statements of the
First Midlothian Corporation, Midlothian, Texas as of December 31, 1994 and for
each of the two years in the period ended December 31, 1994, and as of September
30, 1995 and for the period then ended, also included in this prospectus and
elsewhere in the Registration Statement have been included herein in reliance on
the report of Samson, Robbins & Associates P.L.L.C., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-1 under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission
(the "Commission") with respect to the Common Stock offered pursuant to this
prospectus. This prospectus, which forms a part of the Registration Statement,
does not contain all of the information included in the Registration Statement
and the exhibits thereto. In addition, the Company is subject to the
informational requirements of the Securities Exchange Act of 1934 and in
accordance therewith files reports and other information with the Commission.
The Registration Statement filed with respect to this prospectus, and all other
Company reports, proxy statements and other information can be inspected free of
charge at the offices of the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549; and at 411 W. Seventh Street, Eighth
Floor, Fort Worth, Texas 76102. Copies of such material may be obtained upon the
payment of prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
The Company's common stock is traded on the AMEX and copies of the Company's
periodic reports, proxy statements, and other information is also available for
inspection at the AMEX at 86 Trinity Place, Fifth Floor Library, New York, NY
10006. The telephone number at the AMEX is (212) 306-1290.
54
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Surety Capital Corporation:
Report of Independent Accountants........................................................................ F-2
Consolidated Balance Sheets as of December 31, 1994, 1993 and September 30, 1995 (unaudited)............. F-3
Consolidated Statements of Income for the years ended December 31, 1994, 1993 and 1992 and the nine
months ended September 30, 1995 (unaudited) and 1994 (unaudited)........................................ F-4
Consolidated Statements of Shareholders' Equity.......................................................... F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992 and the nine
months ended September 30, 1995 (unaudited) and 1994 (unaudited)........................................ F-6
Notes to Consolidated Financial Statements............................................................... F-7
First Midlothian Corporation:
Report of Independent Accountants........................................................................ F-24
Consolidated Balance Sheets as of September 30, 1995 and December 31, 1994............................... F-25
Consolidated Statements of Income for the nine months ended September 30, 1995 and the years ended
December 31, 1994 and 1993.............................................................................. F-26
Consolidated Statements of Shareholders' Equity as of December 31, 1992, 1993, 1994 and September 30,
1995.................................................................................................... F-27
Consolidated Statements of Cash Flows for the nine months ended September 30, 1995 and the years ended
December 31, 1994 and 1993.............................................................................. F-28
Notes to Consolidated Financial Statements............................................................... F-29
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Shareholders
Surety Capital Corporation
Fort Worth, Texas
We have audited the accompanying consolidated balance sheets of Surety
Capital Corporation as of December 31, 1994 and 1993, and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the three years in the period ended December 31, 1994. 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 consolidated financial position of Surety Capital
Corporation as of December 31, 1994 and 1993, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1994, in conformity with generally accepted accounting
principles.
As discussed in Note 1 to the financial statements, Surety Capital
Corporation changed its method of accounting for investment securities and
income taxes in 1994 and 1993, respectively.
COOPERS & LYBRAND LLP
Fort Worth, Texas
January 27, 1995, except as to the information
presented in Note 7, for which
the date is March 8, 1995
F-2
<PAGE>
SURETY CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1995, DECEMBER 31, 1994 AND 1993
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
1995 1994 1993
------------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
Assets:
Cash and due from banks....................................................... $ 4,997,517 $ 3,929,360 $ 2,436,487
Federal funds sold............................................................ 21,660,000 7,265,000 4,450,000
------------- ------------ ------------
Cash and cash equivalents................................................... 26,657,517 11,194,360 6,886,487
Interest bearing deposits in financial institutions........................... 1,334,860 1,524,188 648,000
Investment securities......................................................... 17,017,258 19,504,254 8,218,029
Net loans..................................................................... 67,923,543 63,965,402 31,225,035
Premises and equipment, net................................................... 2,776,443 2,393,601 1,304,845
Accrued interest receivable................................................... 622,518 623,737 161,470
Other real estate and repossessed assets...................................... 92,830 121,359 34,676
Other assets.................................................................. 594,762 451,891 115,128
Excess of cost over fair value of net assets acquired, net of accumulated
amortization of $312,411, $175,240 and $124,039 at September 30, 1995, and
December 31, 1994 and 1993, respectively..................................... 2,534,050 2,515,519 442,588
------------- ------------ ------------
Total assets................................................................ $ 119,553,781 $102,294,311 $ 49,036,258
------------- ------------ ------------
------------- ------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Demand deposits............................................................... $ 13,914,468 $ 12,191,183 $ 7,311,674
Savings, NOW and money markets................................................ 31,421,332 29,875,481 17,040,843
Time deposits, $100,000 and over.............................................. 13,885,925 7,942,882 5,639,734
Other time deposits........................................................... 48,986,950 42,017,576 13,603,668
------------- ------------ ------------
Total deposits.............................................................. 108,208,675 92,027,122 43,595,919
Note payable.................................................................. 375,000 1,750,000 --
Federal income tax payable.................................................... 254,386 -- --
Accrued interest payable and other liabilities................................ 679,019 451,508 159,351
------------- ------------ ------------
Total liabilities........................................................... 109,517,080 94,228,630 43,755,270
------------- ------------ ------------
Commitments and contingent liabilities (Notes 9 & 14)
Shareholders' equity:
Common stock, $.01 par value, 20,000,000 shares authorized, 3,516,595,
3,040,829 and 2,273,487 shares issued and outstanding at September 30, 1995,
December 31, 1994 and 1995, respectively..................................... 35,166 30,408 22,734
Additional paid-in capital.................................................... 9,364,515 8,113,214 5,806,116
Retained earnings/(deficit)................................................... 573,311 (75,102) (547,862)
Treasury stock, 10,166 shares carried at cost................................. (50,830) -- --
Unrealized gain/(loss) on available-for-sale securities....................... 114,539 (2,839) --
------------- ------------ ------------
Total shareholders' equity.................................................... 10,036,701 8,065,681 5,280,988
------------- ------------ ------------
Total liabilities and shareholders' equity.................................... $ 119,553,781 $102,294,311 $ 49,036,258
------------- ------------ ------------
------------- ------------ ------------
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
F-3
<PAGE>
SURETY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (UNAUDITED)
AND THE TWELVE MONTHS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1995 1994 1994 1993 1992
------------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Interest income:
Commercial and real estate loans....... $ 2,759,887 $ 898,537 $ 1,422,911 $ 1,034,793 $ 774,203
Consumer loans......................... 861,646 768,043 1,059,188 966,458 858,543
Insurance premium financing............ 2,080,915 1,597,634 2,172,038 1,302,854 1,471,226
Federal funds sold..................... 358,600 188,197 302,621 162,830 222,146
Investment securities and interest
bearing deposits...................... 810,719 290,620 430,251 528,126 17,455
Other interest income.................. -- -- -- -- 395
------------- ------------- ------------ ------------ ------------
Total interest income................ 6,871,767 3,743,031 5,387,009 3,995,061 3,343,968
------------- ------------- ------------ ------------ ------------
Interest expense:
Savings, NOW and money
market................................ 569,783 305,732 353,123 306,899 240,057
Time deposits, $100,000 and over....... 579,022 206,173 362,700 198,151 207,547
Other time deposits.................... 1,276,222 459,659 760,833 618,534 530,111
Other interest expense................. 111,915 -- 11,075 -- --
------------- ------------- ------------ ------------ ------------
Total interest expense............... 2,536,942 971,564 1,487,731 1,123,584 977,715
------------- ------------- ------------ ------------ ------------
Net interest income before
provision for loan losses......... 4,334,825 2,771,467 3,899,278 2,871,477 2,366,253
Provision for loan losses................ 60,000 66,898 106,899 90,584 299,555
------------- ------------- ------------ ------------ ------------
Net interest income.................. 4,274,825 2,704,569 3,792,379 2,780,893 2,066,698
------------- ------------- ------------ ------------ ------------
Noninterest income....................... 1,056,095 800,805 1,160,007 1,181,808 784,066
------------- ------------- ------------ ------------ ------------
Noninterest expense:
Salaries and employee benefits......... 2,143,694 1,577,591 2,201,188 1,715,952 1,194,179
Occupancy and equipment................ 668,483 473,588 669,936 495,055 411,587
General and administrative............. 1,569,753 1,152,961 1,590,814 1,380,971 1,228,574
------------- ------------- ------------ ------------ ------------
Total noninterest expense............ 4,381,930 3,204,140 4,461,938 3,591,978 2,834,340
------------- ------------- ------------ ------------ ------------
Income before income taxes......... 948,990 301,234 490,448 370,723 16,424
Income tax expenses:
Current................................ 300,577 7,500 36,697
Deferred............................... (19,009)
------------- ------------- ------------ ------------ ------------
Net income........................... $ 648,413 $ 293,734 $ 472,760 $ 370,723 $ 16,424
------------- ------------- ------------ ------------ ------------
------------- ------------- ------------ ------------ ------------
Net income per share of common stock..... $.20 $.13 $.20 $.19 $.00
------------- ------------- ------------ ------------ ------------
------------- ------------- ------------ ------------ ------------
Weighted average shares
outstanding............................. 3,208,319 2,344,491 2,393,841 2,001,689 1,951,873
------------- ------------- ------------ ------------ ------------
------------- ------------- ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
F-4
<PAGE>
SURETY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
AND THE NINE MONTHS ENDED SEPTEMBER 30, 1995 (UNAUDITED)
<TABLE>
<CAPTION>
UNREALIZED
GAIN/
ACCUMULATED (LOSS) ON
COMMON STOCK ADDITIONAL RETAINED AVAILABLE-
--------------------- PAID-IN EARNINGS/ TREASURY FOR-SALE
SHARES PAR VALUE CAPITAL (DEFICIT) STOCK SECURITIES TOTAL EQUITY
---------- --------- ----------- ------------ --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1991....... 1,767,062 $ 17,670 $ 4,180,134 $ (935,009) -- -- $ 3,262,795
Sale of common stock............... 214,385 2,144 776,999 779,143
Net income......................... 16,424 16,424
---------- --------- ----------- ------------ --------- ---------- ------------
Balance at December 31, 1992....... 1,981,447 19,814 4,957,133 (918,585) -- -- 4,058,362
Sale of common stock............... 292,040 2,920 848,983 851,903
Net income......................... 370,723 370,723
---------- --------- ----------- ------------ --------- ---------- ------------
Balance at December 31, 1993....... 2,273,487 22,734 5,806,116 (547,862) -- -- 5,280,988
Sale of Common Stock............... 767,342 7,674 2,307,098 2,314,772
Net Income......................... 472,760 472,760
Unrealized loss on available-for-
sale securities, net of income
taxes............................. $ (2,839) (2,839)
---------- --------- ----------- ------------ --------- ---------- ------------
Balance at December 31, 1994....... 3,040,829 30,408 8,113,214 (75,102) -- (2,839) 8,065,681
---------- --------- ----------- ------------ --------- ---------- ------------
Sale of Common Stock............... 475,766 4,758 1,251,301 1,256,059
Purchase of Treasury Stock......... (50,830) (50,830)
Net Income......................... 648,413 648,413
Unrealized gain on available-
for-sale securities, net of income
taxes............................. 117,378 117,378
---------- --------- ----------- ------------ --------- ---------- ------------
Balance at September 30, 1995
(unaudited)....................... 3,516,595 $ 35,166 $ 9,364,515 $ 573,311 $ (50,830) $ 114,539 $ 10,036,701
---------- --------- ----------- ------------ --------- ---------- ------------
---------- --------- ----------- ------------ --------- ---------- ------------
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
F-5
<PAGE>
SURETY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (UNAUDITED)
AND FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER 30, SEPTEMBER 30, ----------------------------------------
1995 1994 1994 1993 1992
------------- ------------- ------------ ------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income........................................... $ 648,413 $ 293,734 $ 472,760 $ 370,723 $ 16,424
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses.......................... 60,000 66,898 106,899 90,584 299,555
Depreciation and amortization...................... 433,373 286,398 381,845 247,501 230,532
Gain (loss) on sale or disposal of assets.......... 100 (15,508) (99,049) (5,587)
Net change in other assets......................... (639,798) (293,047) (217,868) 216,152 (41,185)
Net increase/(decrease) in accrued interest payable
and other liabilities............................. 996,211 (38,312) (125,277) (2,424) (213,945)
------------- ------------- ------------ ------------ ------------
Net cash provided by operating activities........ 1,498,299 315,671 602,851 823,487 285,794
------------- ------------- ------------ ------------ ------------
Cash flows from investing activities:
Proceeds from the sale of available-for-sale
securities.......................................... 4,736,538
Proceeds from the sale of held-to-maturity
securities.......................................... 500,000 500,000 6,084,844
Proceeds from the maturity of held-to-maturity
securities and interest bearing liabilities......... 2,716,665 4,885,510 5,269,724 2,799,980
Proceeds from the maturity of available-for-sale
securities.......................................... 2,664,997 169,971
Purchase of premises and equipment................... (460,784) (351,371) (420,487) (560,529) (156,906)
Net increase in loans................................ (2,534,748) (7,506,927) (7,624,058) (8,448,392) (401,553)
Proceeds from sale of assets......................... 16,308
Purchase of available-for-sale securities............ (3,954,573)
Purchase of held-to-maturity securities.............. (3,487,203) (94,429) (316,276)
Purchase of investment securities.................... (3,532,926) (543,500)
Payments received on purchased medical claims
receivable.......................................... 12,961,663 9,195,279 12,290,141 11,585,316 11,120,480
Purchase of medical claims receivable................ (13,569,897) (7,249,097) (11,229,044) (12,564,026) (11,299,682)
Direct cost incurred for bank acquisition............ (115,039) (71,935)
Net cash acquired through purchase of bank........... 15,418,983 7,485,325 2,624,200 1,441,254
------------- ------------- ------------ ------------ ------------
Net cash provided by (used in) investing
activities........................................ 14,491,641 6,864,290 1,165,440 (3,194,479) (1,280,570)
------------- ------------- ------------ ------------ ------------
Cash flows from financing activities:
Net change in deposits............................... (357,012) (1,602,783) (1,525,190)
Payments on borrowings of note payable............... (1,375,000)
Purchase of treasury stock........................... (50,830)
Proceeds from the sale of common stock............... 1,256,059 394,713 2,314,772 851,903 779,143
Proceeds from borrowings on note payable............. 1,750,000
------------- ------------- ------------ ------------ ------------
Net cash provided by (used in) financing
activities........................................ (526,783) (1,208,070) 2,539,582 (446,731) 4,284,513
------------- ------------- ------------ ------------ ------------
Net increase in cash................................... 15,463,157 5,971,891 4,307,873 (2,817,723) 3,289,737
Beginning cash and cash equivalents.................... 11,194,360 6,886,487 6,886,487 9,704,210 6,414,473
------------- ------------- ------------ ------------ ------------
Ending cash and cash equivalents....................... $26,657,517 $12,858,378 $ 11,194,360 $ 6,886,487 $ 9,704,210
------------- ------------- ------------ ------------ ------------
------------- ------------- ------------ ------------ ------------
Supplemental disclosure:
Cash paid during the period for interest............. $ 2,433,146 $ 951,084 $ 1,339,223 $ 1,074,507 $ 1,021,014
Cash paid during the period for federal income
taxes............................................... $ 18,608 $ 7,500 $ 12,000 -- --
</TABLE>
The accompanying notes are an integral part
of the consolidted financial statements.
F-6
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
The accompanying consolidated financial statements include the accounts of
the Company and its subsidiary, Surety Bank, National Association, ("Bank"),
which is 99% owned and was acquired on December 30, 1989. All significant
intercompany accounts and transactions have been eliminated in consolidation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
CASH AND CASH EQUIVALENTS
For purposes of reporting cash flows, cash and cash equivalents include cash
on hand, amounts due from banks, and federal funds sold. Generally, federal
funds are sold for one day periods.
INVESTMENT SECURITIES
Effective January 1, 1994, the Company adopted STATEMENT OF FINANCIAL
ACCOUNTING STANDARDS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" ("SFAS 115"). This statement addresses the accounting and
reporting for investments in equity securities that have readily determined fair
values for all investments in debt securities.
Management determines the appropriate classification of securities at the
time of purchase. If the securities are purchased with the positive intent and
the ability to hold the securities until maturity, they are classified as
held-to-maturity and carried at historical cost, adjusted for amortization of
premiums and accretion of fees and discounts using a method that approximates
the interest method. Securities to be held for indefinite periods of time are
classified as available-for-sale and carried at fair value. Securities purchased
and held principally for the purpose of selling them in the near term are
classified as trading. The Company has no securities classified as trading as of
December 31, 1994. The cost of securities sold is based on the specific
identification method.
The effect at September 30, 1995 was an increase in stockholders' equity of
$117,378 (net of $56,219 of deferred income tax) to reflect the net unrealized
holding gain on available-for-sale securities. The effect at December 31, 1994
was a decrease in stockholders' equity of $2,839 (net of $1,462 of deferred
income tax) to reflect the net unrealized holding loss on available-for-sale
securities. The available-for-sale classification includes securities which were
acquired through the acquisition of the First National Bank of Whitesboro, which
were marked to market as of the acquisition date at December 8, 1994.
LOANS AND ALLOWANCE FOR LOAN LOSSES
Loans are stated at the amount of unpaid principal, reduced by unearned
interest and an allowance for loan losses. The allowance for loan losses is
established through a provision for loan losses charged against current
earnings. Loans are charged against the allowance for loan losses when
management believes that the collectibility of the principal is unlikely. The
allowance for loan losses is an amount that management believes will be adequate
to absorb possible losses on existing loans that may become uncollectible, based
upon evaluation of the collectibility of loans and prior loan loss experience.
The evaluations take into consideration such factors as changes in the nature
and volume of the loan portfolio, overall portfolio quality, review of specific
problem loans, and current economic conditions that may affect the borrowers'
ability to pay.
Interest income on insurance premium financing loans and installment loans
is recognized by a method which approximates the interest method. Interest
income on commercial and real estate loans is accrued daily on the amount of
outstanding principal. Accrual of interest is discontinued on a loan when
management believes, after considering economic and business conditions and
collection efforts, that a borrower's financial condition is such that
collection of interest and principal is doubtful. Management evaluates the book
value (including accrued interest) and collateral value on loans placed on
nonaccrual status and provides specific allowance for loan losses as deemed
appropriate.
F-7
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
Certain fees and costs associated with the origination of loans are deferred
and recognized over the estimated lives of the related loans as an adjustment to
yield.
PREMISES AND EQUIPMENT
Premises and equipment are stated at cost less accumulated depreciation.
Depreciation is computed using the straight-line method at rates sufficient to
amortize the cost over the estimated lives of the assets. Expenditures for
repairs and maintenance are expensed as incurred, and renewals and betterments
that extend the lives of assets are capitalized. Cost and accumulated
depreciation are eliminated from the accounts when assets are sold or retired
and any resulting gain or loss is reflected in operations in the year of
disposition.
OTHER REAL ESTATE AND REPOSSESSED ASSETS
Foreclosed real estate and other assets are recorded at the lower of the
unpaid balance of the related loan or the fair market value of the property. Any
write down to fair market value at the date of acquisition is charged against
the allowance for loan losses. Any subsequent write downs are reflected in
operations.
INCOME PER SHARE
Net income per share of common stock is computed based upon the weighted
average number of shares of common stock outstanding during the nine months
ended September 30, 1995 and 1994 and the years ended December 31, 1994, 1993
and 1992.
INCOME TAXES
During 1993, the Company adopted STATEMENT OF ACCOUNTING STANDARDS (SAS) No.
109 whereby the method of accounting for income taxes utilized an asset and
liability approach for financial statement purposes. Under SFAS No. 109, the
types of differences between the tax bases of assets and liabilities and their
financial reporting amounts that give rise to significant portions of deferred
income tax liabilities or assets include: allowances for possible loan losses,
property and equipment, investment securities and net operating loss
carryforwards. The change in accounting did not have an effect on the Company's
consolidated financial position or results of operations.
PURCHASE METHOD OF ACCOUNTING
Net assets acquired in purchase transactions are recorded at their fair
value at the date of acquisition. The excess of purchase price over fair value
of net assets acquired is amortized on a straight-line basis generally over a
15-year period. The Company continually re-evaluates the propriety of the
carrying amount of such intangible assets, as well as their amortization period,
to determine whether current events and circumstances warrant adjustments to the
carrying value and/or revised estimates of the period of benefit. At this time,
the Company believes that no significant impairment of such intangible assets
has occurred and that no reduction of amortization period is warranted.
RECLASSIFICATIONS
Certain balances for the year ended December 31, 1994 and 1993 have been
reclassified to conform to the presentation adopted for the nine months ended
September 30, 1995. These reclassifications had no effect on net income, total
assets, total liabilities, or shareholders' equity as previously reported.
RECENT ACCOUNTING PRONOUNCEMENTS
In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
This Statement requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment whenever
events or changes in circumstances
F-8
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
indicate that the carrying amount of an asset may not be recoverable.
Measurement of an impairment loss for long-lived assets and identifiable
intangibles that an entity expects to hold and use should be based on the fair
value of the asset. This Statement is effective for fiscal years beginning after
December 15, 1995.
In October 1995, the FASB issued Statement of Accounting Standards No. 123,
"Accounting for Stock-Based Compensation." This Statement defines a fair value
based method of accounting for an employee stock option or similar equity
instrument and encourages all entities to adopt that method of accounting for
all employee stock compensation plans. However, it also allows an entity to
continue to measure compensation cost for those plans using the intrinsic value
based method of accounting prescribed by APB Opinion No. 25, Accounting for
Stock Issued to Employees. Entities electing to remain with the accounting
method specified in Opinion 25 must make pro forma disclosures of net income
and, if presented, earnings per share, as if the fair value method of accounting
defined in this Statement had been applied. This Statement is effective for
fiscal years beginning after December 15, 1995.
In November 1995, the FASB issued a Financial Accounting Series Report, "A
Guide to Implementation of Statement 115 on Accounting for Certain Investments
in Debt and Equity Securities." The FASB concluded that concurrent with the
initial adoption of this implementation guidance, but no latter than December
15, 1995, an enterprise may reassess the appropriateness of the classification
of all securities held at that time and account for any resulting
reclassifications at fair value and such reclassifications should be disclosed
in accordance with the provisions of Statement 115.
Management believes that the adoption of these pronouncements will not have
a material impact on the financial statements of the Company.
3. ACQUISITIONS:
FIRST NATIONAL BANK, WHITESBORO, TEXAS
On May 24, 1994, Surety Bank entered into an agreement for the acquisition
of First National Bank, a national banking association located in Whitesboro,
Texas. The acquisition was effected through the merger of First National Bank
with and into Surety Bank effective as of the close of business on December 8,
1994. Pursuant to the merger, Surety Bank paid $6,000,000 to the shareholders of
First National Bank in exchange for all of the issued and outstanding shares of
common stock of First National Bank. The purchase price of $30.00 per share was
based on approximately 150% of the book value of First National Bank as of
December 31, 1993. As a result of the earnings of First National Bank during the
fiscal year 1994, the purchase price of $30.00 per share represented
approximately 130% of the book value of First National Bank as of the date of
consummation of the merger.
In connection with the merger, Surety Bank purchased all of the assets and
assumed all of the obligations of First National Bank. To finance the merger,
Surety Bank received a $4,000,000 capital contribution from the Company. The
Company raised $2,169,050 under a limited offering of its shares of common
stock, pursuant to which it sold 667,400 shares of common stock at $3.25 per
share and the Company obtained a $1,750,000, 90-day note payable to Overton Bank
and Trust, N.A. After the note matured on June 7, 1995, the Company reduced the
balance of the note to $500,000 and a new note was obtained for the remaining
balance with a maturity of January 23, 1996. As of September 30, 1995, the note
bore an interest at eleven and one-half percent (11.50%), had a balance of
$375,000, and provided for quarterly interest payments and one principal payment
at maturity.
The acquisition has been accounted for as a purchase in the accompanying
consolidated financial statements and the assets and liabilities of First
National Bank were recorded at their fair values as of November 30, 1994.
F-9
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. ACQUISITIONS: (CONTINUED)
Included in the accompanying unaudited consolidated financial statements are
the following amounts for First National Bank as of September 30, 1995 and for
the nine months ended September 30, 1995:
<TABLE>
<S> <C>
Balance sheet data:
Cash and due from banks.............................. $ 509,620
Federal funds sold................................... 4,310,000
Investment securities................................ 4,764,782
Net loans............................................ 22,225,087
Premises and equipment, net.......................... 836,314
Accrued interest receivable.......................... 290,723
Other assets......................................... 241,827
----------
Total assets......................................... $33,178,353
----------
----------
Income statement data:
Total interest income................................ $1,826,948
Total interest expense............................... 947,017
Other income......................................... 231,661
Noninterest expense.................................. 756,667
----------
Net income........................................... $ 354,925
----------
----------
</TABLE>
The consolidated results of operations include the operations of First
National Bank subsequent to December 1, 1994. The unaudited information for the
nine months ended September 30, 1995 and the unaudited pro forma information for
the nine months ended September 30, 1994, presented below, reflect the
acquisition of First National Bank, as if it had been acquired as of January 1,
1994. Pro forma adjustments consisting of a provision for income taxes and
interest expense have been made to reflect the unaudited pro forma information.
Interest expense on short-term debt of $1,750,000 is included as if the
short-term debt had been incurred on January 1, 1994.
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
1995 1994
------------- -------------
<S> <C> <C>
Interest income..................................................................... $ 6,871,767 $ 5,931,128
Net income.......................................................................... 648,413 516,241
Net income per share of common stock................................................ $ 0.20 $ 0.17
</TABLE>
BANK ONE, TEXAS, NATIONAL ASSOCIATION BRANCH IN WAXAHACHIE, TEXAS
On June 16, 1995, Surety Bank entered into an agreement with Bank One,
Texas, National Association ("Bank One") for the acquisition of certain assets
(principally cash) and the assumption of certain liabilities (principally
customer deposits) by Surety Bank relating to one branch of Bank One located in
Waxahachie, Texas (the "Waxahachie Branch").
The acquisition was consummated on September 28, 1995. Surety Bank financed
the acquisition through the use of internally-generated funds.
At the closing, Surety Bank assumed deposits and other liabilities totaling
approximately $16,642,000. In addition, Surety Bank acquired certain small
business and consumer loans totaling approximately $875,000, certain real
property, furniture and equipment related to the Waxahachie Branch totaling
approximately $271,000, and cash and other assets totaling approximately
$15,496,000. After paying a deposit premium of two percent (2%) on the deposits
assumed totaling approximately $331,000, Surety Bank received approximately
$15,419,000 in cash from Bank One as consideration for the net deposit
liabilities assumed. The Waxahachie Branch and deposits acquired in the
acquisition have been incorporated into Surety Bank's existing branch network.
F-10
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. INVESTMENT SECURITIES:
Investment securities consisted of the following at September 30, 1995
(unaudited) and December 31, 1994 and 1993:
September 30, 1995 (Unaudited):
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES MARKET VALUE
------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
HELD-TO-MATURITY:
U.S. Treasury............................................ $ 99,205 $ 77 $ 99,128
Obligations of other U.S. Government agencies and
corporations............................................ 5,476,904 256 5,987 5,471,173
State and county municipals.............................. 4,735,574 $ 263,040 4,998,614
------------- ----------- ----------- -------------
10,311,683 263,296 6,064 10,568,915
------------- ----------- ----------- -------------
AVAILABLE-FOR-SALE:
U.S. Treasury............................................ 483,490 11,510 495,000
Obligations of other U.S. Government agencies and
corporations............................................ 5,747,766 179,219 17,185 5,909,800
Federal Reserve Bank Stock............................... 280,850 280,850
Other investment securities.............................. 19,925 19,925
------------- ----------- ----------- -------------
6,532,031 190,729 17,185 6,705,575
------------- ----------- ----------- -------------
$ 16,843,714 $ 454,025 $ 23,249 $ 17,274,490
------------- ----------- ----------- -------------
------------- ----------- ----------- -------------
December 31, 1994
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES MARKET VALUE
------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
HELD-TO-MATURITY:
U.S. Treasury............................................ $ 2,123,659 $ 19,105 $ 2,104,554
Obligations of other U.S. Government agencies and
corporations............................................ 2,668,466 170,865 2,497,601
State and county municipals.............................. 4,748,920 4,748,920
------------- ----------- ----------- -------------
9,541,045 189,970 9,351,075
------------- ----------- ----------- -------------
AVAILABLE-FOR-SALE:
U.S. Treasury............................................ 1,964,627 4,854 1,959,773
Obligations of other U.S. Government agencies and
corporations............................................ 7,702,108 $ 553 7,702,661
Federal Reserve Bank stock............................... 280,850 280,850
Other investment securities.............................. 19,925 19,925
------------- ----------- ----------- -------------
9,967,510 553 4,854 9,963,209
------------- ----------- ----------- -------------
$ 19,508,555 $ 553 $ 194,824 $ 19,314,284
------------- ----------- ----------- -------------
------------- ----------- ----------- -------------
</TABLE>
F-11
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. INVESTMENT SECURITIES: (CONTINUED)
December 31, 1993:
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES MARKET VALUE
------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
U.S. Treasury.............................................. $ 2,085,555 $ 10,345 $ 2,095,900
Obligations of other U.S. Government agencies and
corporations.............................................. 6,023,774 21,537 $ 23,196 6,022,115
Federal Reserve Bank stock................................. 108,700 108,700
------------- ----------- ----------- -------------
$ 8,218,029 $ 31,882 $ 23,196 $ 8,226,715
------------- ----------- ----------- -------------
------------- ----------- ----------- -------------
</TABLE>
The amortized cost and estimated market value of investment securities at
September 30, 1995 (unaudited) and December 31, 1994 by contractual maturity,
are shown below. Expected maturities will differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.
September 30, 1995 (unaudited)
<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST MARKET VALUE
------------- -------------
<S> <C> <C>
HELD-TO-MATURITY:
Due within one year.............................................................. $ 1,232,093 $ 1,235,728
Due after one year through five years............................................ 5,085,377 5,163,506
Due after five years through ten years........................................... 3,482,659 3,664,114
Mortgage-backed securities....................................................... 511,554 505,567
------------- -------------
Total.......................................................................... $ 10,311,683 $ 10,568,915
------------- -------------
AVAILABLE-FOR-SALE:
Due within one year.............................................................. $ 398,835 $ 401,703
Due after one year through five years............................................ 2,530,544 2,636,540
Due after five years through ten years........................................... 3,160,588 3,218,581
Mortgage-backed securities....................................................... 141,289 147,976
Other securities................................................................. 300,775 300,775
------------- -------------
6,532,031 6,705,575
------------- -------------
Total.......................................................................... $ 16,843,714 $ 17,274,490
------------- -------------
------------- -------------
</TABLE>
F-12
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. INVESTMENT SECURITIES: (CONTINUED)
December 31, 1994
<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST MARKET VALUE
------------- -------------
<S> <C> <C>
HELD-TO-MATURITY:
Due within one year.............................................................. $ 3,144,762 $ 3,039,407
Due after one year through five years............................................ 2,606,346 2,606,346
Due after five years through ten years........................................... 2,121,471 2,121,471
Mortgage-backed securities....................................................... 1,668,466 1,583,851
------------- -------------
9,541,045 9,351,075
AVAILABLE-FOR-SALE:
Due within one year.............................................................. 3,352,504 3,344,039
Due after one year through five years............................................ 4,475,799 4,482,206
Due after five years through ten years........................................... 1,520,328 1,522,789
Mortgage-backed securities....................................................... 318,104 313,400
Other securities................................................................. 300,775 300,775
------------- -------------
9,967,510 9,963,209
------------- -------------
Total.......................................................................... $ 19,508,555 $ 19,314,284
------------- -------------
------------- -------------
</TABLE>
Proceeds from sales of available-for-sale investment securities during the
nine months ended September 30, 1995 were $4,736,538 with gross recognized gains
of $100 and no losses.
Proceeds from sales of held-to-maturity investment securities during the
twelve months ended December 31, 1994 were $500,000 with no recognized gains or
losses. These securities were sold within 90 days of the call date and were
expected to be called.
Proceeds from sales of investment securities during the twelve months ended
December 31, 1993 were $6,084,844 with gross recognized gains and losses of
$93,859 and $3,096, respectively. During the year ended December 31, 1992, there
were no sales of investment securities.
At September 30, 1995, December 31, 1994 and 1993 the carrying values of
Federal Reserve Bank stock were $280,850, $280,050 and $108,700, respectively.
The Federal Reserve Bank stock's market value was estimated to be the same as
its carrying value at all dates.
At September 30, 1995, December 31, 1994 and 1993, securities with a
carrying amount of $12,871,040, $14,319,159 and $1,450,000, respectively, were
pledged as collateral for public deposits, as required or permitted by law.
F-13
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. NET LOANS:
At September 30, 1995 and December 31, 1994 and 1993, the loan portfolio was
composed of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
1995 1994 1993
------------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
Insurance premium financing................................. $ 24,283,325 $ 20,931,642 $ 14,518,680
Commercial loans............................................ 15,590,320 13,205,698 5,204,120
Installment loans........................................... 11,519,839 12,029,243 1,878,030
Real estate loans........................................... 16,224,602 17,297,636 9,016,179
Medical claims receivable................................... 2,992,867 2,705,974 2,379,482
------------- ------------ ------------
Total gross loans......................................... 70,610,953 66,170,193 32,996,491
Unearned interest........................................... (1,962,866) (1,506,843) (1,370,229)
Allowance for loan losses................................... (724,544) (697,948) (401,227)
------------- ------------ ------------
Net loans................................................. $ 67,923,543 $ 63,965,402 $ 31,225,035
------------- ------------ ------------
------------- ------------ ------------
</TABLE>
Activity in the allowance for loan losses for the nine months ended
September 30, 1995 (unaudited) and for the years ended December 31, 1994, 1993
and 1992 were as follows:
<TABLE>
<CAPTION>
SEPTEMBER DECEMBER DECEMBER DECEMBER
30, 1995 31, 1994 31, 1993 31, 1992
----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Beginning balance................... $ 697,948 $ 401,227 $ 324,728 $ 343,206
Provision for loan losses........... 60,000 106,899 90,584 299,555
Bank acquisition.................... 10,181 340,832 71,976
Loans charged off................... (82,750) (212,266) (247,774) (672,313)
Recoveries.......................... 39,165 61,256 161,713 354,280
----------- ----------- ----------- -----------
Ending balance...................... $ 724,544 $ 697,948 $ 401,227 $ 324,728
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
Loans on which the accrual of interest has been discontinued amounted to
approximately $27,000, $83,000 and $48,000 at September 30, 1995, December 31,
1994 and 1993, respectively.
6. PREMISES AND EQUIPMENT:
Premises and equipment at September 30, 1995, December 31, 1994 and 1993 are
summarized as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30,
1995 1994 1993
------------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C>
Land........................................................ $ 215,116 $ 145,116 $ 88,616
Building.................................................... 1,383,819 1,183,960 495,040
Furniture, fixtures and computers........................... 2,073,093 1,666,434 1,189,832
Automobiles................................................. 226,788 225,282 142,851
Leasehold improvements...................................... 92,118 92,118
------------- ---------- ----------
3,990,934 3,312,910 1,916,339
Less accumulated depreciation............................... (1,214,491) (919,309) (611,494)
------------- ---------- ----------
Net premises and equipment.................................. $2,776,443 $2,393,601 $1,304,845
------------- ---------- ----------
------------- ---------- ----------
</TABLE>
F-14
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. SHAREHOLDERS' EQUITY:
During the nine months ended September 30, 1995, 459,500 shares of the
Company's common stock were sold in an offering for a total consideration, net
of expenses, of $1,256,059. During the twelve months ended December 31, 1994,
767,342 shares of the Company's common stock were sold in private placements for
a total consideration, net of expenses, of $2,314,772. During the year ended
December 31, 1993, 292,040 shares of the Company's common stock were sold in
private placements for total consideration, net of expenses, of $851,903. During
the year ended December 31, 1992, 214,385 shares of the Company's common stock
were sold in private placements for total consideration, net of expenses, of
$779,143.
On April 22, 1993, the Company's Board of Directors approved a one-for-ten
reverse split of the Company's common stock. The reverse split was approved by
the shareholders of the Company on May 27, 1993. This action became effective on
June 14, 1993 for shareholders of record as of June 11, 1993. A total of
$178,331 was reclassified from par value of common stock to additional paid-in
capital in connection with the reverse stock split. The par value of common
stock remains unchanged. All per share amounts have been adjusted to reflect the
reverse stock split on a retroactive basis.
8. STOCK OPTIONS AND WARRANTS:
Under the Company's 1988 Incentive Stock Option Plan (the "1988 Plan"), up
to 100,000 shares of the Company's common stock have been reserved for issuance
to key employees pursuant to the exercise of incentive stock options granted to
such key employees under the 1988 Plan. Options granted under the 1988 Plan vest
immediately on the date of grant and have a term of five years, subject to
earlier termination upon the occurrence of certain events related to termination
of employment. All options granted under the 1988 Plan were granted at 100% to
110% of fair market value. No additional options may be granted under the 1988
Plan.
<TABLE>
<CAPTION>
SHARES
UNDER
OPTION PRICE PER SHARE
--------- ----------------
<S> <C> <C>
Outstanding at December 31, 1991........................................... 25,895 $2.34 to $6.53
Granted during 1992........................................................ 9,096 $6.56 to $7.22
Exercised during 1992...................................................... (16,438) $2.58 to $6.53
Canceled during 1992....................................................... --
---------
Outstanding at December 31, 1992........................................... 18,553 $2.34 to $6.53
Granted during 1993........................................................ 10,000 $5.00 to $5.50
Exercised during 1993...................................................... --
Canceled during 1993....................................................... (1,840) $5.94
---------
Outstanding at December 31, 1993........................................... 26,713 $2.34 to $7.22
Granted during 1994........................................................ 10,000 $4.50 to $4.95
Exercised during 1994...................................................... --
Canceled during 1994....................................................... (5,000) $3.44 to $5.47
---------
Outstanding at December 31, 1994........................................... 31,713 $2.34 to $7.22
Granted during 1995........................................................ 39,769 $3.13
Exercised during 1995...................................................... (16,266) $3.13
Canceled during 1995....................................................... --
---------
Outstanding at September 30, 1995.......................................... 55,216 $2.34 to $7.22
</TABLE>
On February 21, 1995 the Board of Directors of the Company adopted the 1995
Incentive Stock Option Plan (the "1995 Plan"), pursuant to which up to 100,000
shares of the Company's common stock have been reserved for issuance to key
employees pursuant to the exercise of incentive stock options granted to such
key employees under the 1995 Plan. The 1995 Plan was approved by the
shareholders of the Company on
F-15
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. STOCK OPTIONS AND WARRANTS: (CONTINUED)
April 28, 1995. Options granted under the 1995 Plan vest on the date of grant
and have a term of ten years, subject to earlier termination upon the occurrence
of certain events related to termination of employment. As of September 30, 1995
no options have been granted under the 1995 Plan.
On April 1, 1994, the Company issued 4 warrants for the purchase of 355,000
shares of Surety Capital Corporation common stock at an exercise price of $4.50
per share. These warrants expired on March 31, 1995. These warrants were issued
in connection with the private placement completed in 1993.
On June 17, 1994, the Company issued 1 warrant for the purchase of 35,500
shares of Surety Capital Corporation common stock at an exercise price of $4.50
per share. This warrant expired on June 16, 1995. This warrant was issued in
connection with the private placement completed in 1993.
As of September 30, 1995, there were no warrants outstanding.
9. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK AND CONCENTRATION OF
CREDIT RISK:
The Company's subsidiary Bank is party to financial instruments with
off-balance-sheet risk, entered into in the normal course of business to meet
the financing needs of its customers. These financial instruments include loan
commitments and letters of credit. The instruments involve, to varying degrees,
elements of credit and interest rate risk in excess of the amount recognized in
the financial statements.
The subsidiary Bank's exposure to credit loss in the event of nonperformance
by counterparties to loan commitments and letters of credit is represented by
the contractual amount of those instruments. The subsidiary Bank uses the same
credit policies in making commitments and conditional obligations as are used in
underwriting on-balance sheet instruments.
The total amounts of financial instruments with off-balance sheet risk at
September 30, 1995, December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER 30, --------------------
1995 1994 1993
------------- ---------- --------
(UNAUDITED)
<S> <C> <C> <C>
Unfunded loan commitments....................................................... $2,087,000 $1,833,000 $944,000
Letters of credit............................................................... 361,000 182,000 105,000
Credit card lines............................................................... -- 339,000 404,000
</TABLE>
Since many of the loan commitments may expire without being drawn upon, the
total commitment amount does not necessarily represent future cash requirements.
Loans are made in accordance with formal written loan policies. The subsidiary
Bank evaluates each customer's credit worthiness on a case by case basis. The
amount of collateral obtained, if deemed necessary by the subsidiary Bank, upon
extension of credit is based on management's evaluation of the counterparty.
Collateral held varies, but may include cash, accounts receivable, inventory,
property, equipment and real estate.
The credit risk involved in issuing letters of credit is essentially the
same as that involved in extending loan facilities to customers. The subsidiary
Bank had certificates of deposit, or other deposit accounts, in the amount of
$133,200, $254,400 and $90,000 at September 30, 1995, December 31, 1994 and
1993, respectively, as collateral supporting those letter of credit commitments
for which collateral is deemed necessary. Credit card lines available at
December 31, 1994 and 1993 were collaterialized by deposits held at the
Company's subsidiary Bank. There were no credit card lines available at
September 30, 1995.
The subsidiary Bank sold $21,660,000, $7,265,000 and $4,450,000 in federal
funds at September 30, 1995, December 31, 1994 and 1993, respectively. These
funds represent uncollateralized loans made by the Bank, in varying amounts, to
commercial banks with whom the subsidiary Bank has correspondent relationships.
The subsidiary Bank maintains deposits with other financial institutions in
amounts which exceed FDIC insurance coverage.
F-16
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK AND CONCENTRATION OF
CREDIT RISK: (CONTINUED)
The subsidiary Bank has geographic concentrations of credit in its three
principal trade areas, Grayson County, Angelina County and Tarrant County,
Texas. Additionally, the subsidiary Bank has a significant concentration of
credit, based upon like collateral, in its insurance premium finance portfolio.
Insurance premium finance comprises approximately $23,724,000 or 35%,
$20,496,000 or 32% and $14,200,000 or 45% of consolidated total loans net of
unearned interest as of September 30, 1995, December 31, 1994 and 1993,
respectively.
10. NET INCOME PER COMMON SHARE:
Net income per common share for the nine months ended September 30, 1995 and
for the years ended December 31, 1994, 1993 and 1992 was based upon 3,506,419,
2,393,841, 2,001,689, and 1,951,873 shares of common stock outstanding,
respectively. The effects of the exercise of stock options and warrants are not
material and have not been considered in the calculation of income per common
share.
11. EMPLOYEE BENEFIT PLAN:
Effective October 1, 1993, the Company adopted the Surety Bank 401(k) Plan
("Plan"). All full-time employees are eligible for participation. Under the
terms of the Plan, eligible employees are allowed to contribute up to 10% of
their base pay. The Company contributes amounts equal to 5% of the employee's
contribution to a maximum of 5% of the employee's pay, subject to statutory
limits. The expense for the Plan for the nine months ended September 30, 1995
and for 1994 and 1993 was $11,081, $13,650 and $2,889, respectively.
Contributions to the plan during 1994 and 1993 were $30,000 and $25,000,
respectively.
12. FEDERAL INCOME TAX:
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". In accordance with
the provisions of this statement, the Company elected not to restate prior years
and has determined that the cumulative effect of implementation was not
significant.
F-17
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. FEDERAL INCOME TAX: (CONTINUED)
The components of the net deferred asset recognized at September 30, 1995
(unaudited), December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
SEPTEMBER DECEMBER DECEMBER
30, 1995 31, 1994 31, 1993
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Deferred tax liability:
Depreciation and amortization......................... $ 365,599 $ 350,066 $ 135,696
Securities............................................ 34,286 34,286 34,286
Deferred loan costs................................... 24,772 18,700 --
Other................................................. 58,604 58,604 --
Net unrealized gain on available-for-sale investment
securities........................................... 56,219 -- --
----------- ----------- -----------
539,480 461,656 169,982
Deferred tax asset:
Tax net operating losses.............................. 40,373 163,366 270,558
Depreciation.......................................... 55,988 55,988 47,973
Allowance for loan losses............................. 148,480 128,080 26,307
Securities............................................ 83,667 224,238 --
Other................................................. 3,095 25,758 9,429
----------- ----------- -----------
331,603 597,430 354,267
Valuation allowance..................................... -- -- (184,285)
----------- ----------- -----------
Deferred tax asset/(liability).......................... 331,603 597,430 169,982
----------- ----------- -----------
Net deferred tax asset/(liability).................. $(207,877) $ 135,774 $ -0-
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
Gross net operating losses and the related valuation allowance disclosed in
1993 were adjusted to exclude net operating losses which the Company would not
be able to utilize. This adjustment had no impact on the net deferred tax asset.
The Company's effective tax rate on income before income taxes differs from
the U.S. statutory tax rate as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER 30, -------------------------------
1995 1994 1993 1992
----------------- --------- --------- ---------
<S> <C> <C> <C> <C>
U.S. statutory rate (benefit)................................... 34.0% 34.0% 34.0% 34.0%
Other........................................................... (.1) -- (2.9) --
Goodwill........................................................ 4.9 -- -- --
Valuation allowance............................................. -- (33.0) (31.1) --
Utilization of net operating losses............................. -- -- -- (34.0)
Tax-exempt interest............................................. (7.1) (1.1) -- --
--- --------- --------- ---------
Effective tax rate.............................................. 31.7% (.1)% -0- -0-
--- --------- --------- ---------
--- --------- --------- ---------
</TABLE>
As of December 31, 1994, the Company has a net operating loss carryforward
of approximately $480,473 for income tax reporting purposes which expires, if
not used, in 2002 through 2008. The utilization of approximately $353,652 of the
net operating loss carryforward is limited by Section 382 of the Internal
Revenue Code to approximately $59,000 annually until its expiration in 1999 and
$15,000 thereafter through 2004.
F-18
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. OTHER NONINTEREST INCOME AND EXPENSE:
Other noninterest income and expense for the nine months ended September 30,
1995 (unaudited) and for the years ended December 31, 1994, 1993 and 1992 was
composed of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1995 1994 1994 1993 1992
------------- ------------- ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Noninterest Income:
Nonsufficient fund charges........... $ 214,501 $ 202,674 $ 263,315 $ 248,890 $ 145,365
Late fee charges..................... 366,356 293,582 426,476 304,354 278,520
Service charges...................... 163,648 119,684 163,336 120,143 47,717
Collection fees...................... 93,536 77,001 96,162 71,760 44,351
Credit life insurance................ 59,570 33,231 44,402 49,777 46,346
Premium finance servicing............ -- -- -- 161,310 101,853
Secured credit card annual fee....... 4,487 13,774 15,905 36,968 52,837
Other................................ 153,897 60,859 150,411 97,843 67,077
Gain on sale of investment........... 100 -- -- 90,763 --
------------- ------------- ------------ ------------ ------------
Total.............................. $ 1,056,095 $ 800,805 $1,160,007 $1,181,808 $ 784,066
------------- ------------- ------------ ------------ ------------
------------- ------------- ------------ ------------ ------------
General and administrative expense:
Professional fees.................... $ 343,866 $ 264,627 $ 315,434 $ 362,571 $ 351,593
Office supplies...................... 193,466 150,187 201,028 165,416 126,880
Travel and entertainment............. 49,760 47,603 60,162 62,184 42,593
Telephone............................ 115,428 95,616 128,407 103,921 78,384
Advertising.......................... 65,216 43,146 54,683 60,302 88,589
Postage.............................. 150,301 97,349 133,887 125,092 105,229
Amortization of intangibles.......... 137,171 34,329 51,201 35,567 29,388
Dues and subscriptions............... 28,322 36,704 54,609 26,707 20,935
Insurance............................ 97,200 78,420 97,473 59,882 25,519
Credit cards......................... 14,707 44,698 59,573 63,298 83,941
Bank service charge.................. 29,914 18,901 25,808 29,018 17,922
FDIC assessment...................... 114,541 90,623 133,112 71,003 56,594
Credit reports....................... 40,911 15,025 17,714 48,495 27,256
Operational losses................... -- -- -- -- 62,044
Other................................ 188,950 135,733 257,723 167,515 111,707
------------- ------------- ------------ ------------ ------------
$ 1,569,753 $ 1,152,961 $1,590,814 $1,380,971 $1,228,574
------------- ------------- ------------ ------------ ------------
------------- ------------- ------------ ------------ ------------
</TABLE>
14. COMMITMENTS AND CONTINGENCIES:
As of September 30, 1995 the Company leased its office space in Hurst, Texas
under a noncancellable operating lease. The lease expires December 31, 1999.
Future minimum lease payments are as follows:
<TABLE>
<S> <C>
1995...................................................... $ 94,713
1996...................................................... 109,324
1997...................................................... 114,253
1998...................................................... 114,253
1999...................................................... 119,181
---------
Total..................................................... $ 551,724
---------
---------
</TABLE>
F-19
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
Rent expense was $83,562 for the nine months ended September 30, 1995 and
$62,297 for the nine months ended September 30, 1994, $83,062 for the year ended
December 31, 1994, $56,982 for the year ended December 31, 1993, and $55,310 for
the year ended December 31, 1992.
The Company adopted an agreement which compensates certain executive
officers at a rate of three times their annual salary for a change in control of
approximately 20%.
15. PARENT COMPANY FINANCIAL INFORMATION:
CONDENSED PARENT COMPANY ONLY
STATEMENTS OF CONDITION
AS OF SEPTEMBER 30, 1995 (UNAUDITED), DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER 30, ----------------------
1995 1994 1993
------------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C>
Assets:
Cash.......................................................................... $ 122,849 $ 324,658 $1,010,573
Interest bearing deposits in financial institutions........................... -- -- 450,000
Receivable from subsidiary.................................................... -- 242,493 --
Investment in Subsidiary, at equity........................................... 10,211,874 9,211,212 3,820,415
Other assets.................................................................. 83,170 51,232 --
------------- ---------- ----------
Total assets................................................................ $ 10,417,893 $9,829,595 $5,280,988
------------- ---------- ----------
------------- ---------- ----------
Liabilities:
Note payable.................................................................. $ 375,000 $1,750,000 $ --
Accrued liabilities........................................................... 6,192 13,914 --
------------- ---------- ----------
Total liabilities........................................................... 381,192 1,763,914 --
------------- ---------- ----------
Shareholders' equity:
Common stock.................................................................. 35,166 30,408 22,734
Additional paid-in capital.................................................... 9,364,515 8,113,214 5,806,116
Retained earnings (deficit)................................................... 573,311 (75,102) (547,862)
Treasury stock................................................................ (50,830)
Unrealized gain (loss) on available-for-sale securities....................... 114,539 (2,839) --
------------- ---------- ----------
Total shareholders' equity.................................................. 10,036,701 8,065,681 5,280,988
------------- ---------- ----------
Total liabilities and shareholders' equity................................ $ 10,417,893 $9,829,595 $5,280,988
------------- ---------- ----------
------------- ---------- ----------
</TABLE>
F-20
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. PARENT COMPANY FINANCIAL INFORMATION: (CONTINUED)
CONDENSED PARENT COMPANY ONLY
STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (UNAUDITED)
AND FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
-------------------- -------------------------------
1995 1994 1994 1993 1992
--------- --------- --------- --------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Interest income....................... $ 6,459 $ 20,912 $ 24,685 $ 12,813 $ 13,517
Interest expense...................... (111,915) -- (11,075) -- --
--------- --------- --------- --------- ---------
Net interest income (expense) before
provision for loan loss............ (105,456) 20,912 13,610 12,813 13,517
Recovery on loan loss................. -- 3,101 3,101 64,416 65,445
--------- --------- --------- --------- ---------
Net interest income................. (105,456) 24,013 16,711 77,229 78,962
Noninterest expense................... (184,868) (163,487) (207,473) (255,999) (355,862)
Equity in net income of subsidiary.... 886,123 430,105 390,797 549,493 293,324
--------- --------- --------- --------- ---------
Net income before income taxes.... 595,799 290,631 200,035 370,723 16,424
Income tax expense (benefit):
Current............................. (52,614) -- (242,493) -- --
Deferred............................ -- (3,103) (30,232) -- --
--------- --------- --------- --------- ---------
Net income........................ $ 648,413 $ 293,734 $ 472,760 $ 370,723 $ 16,424
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>
F-21
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. PARENT COMPANY FINANCIAL INFORMATION: (CONTINUED)
CONDENSED PARENT COMPANY ONLY
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 AND
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
------------------------ ----------------------------------
1995 1994 1994 1993 1992
----------- ----------- ----------- ---------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 648,413 $ 293,734 $ 472,760 $ 370,723 $ 16,424
Adjustments to reconcile net income to net cash used in
operating activities:
Equity in net income of subsidiary...................... (886,123) (433,207) (390,797) (549,493) (293,324)
Recovery on loan losses................................. -- -- -- (64,416) (65,445)
Depreciation and amortization........................... -- -- -- -- 35,015
Net increase (decrease) in accrued liabilities.......... 109,656 -- 11,075 -- (155,648)
Net increase in other assets............................ (82,768) (119,743) (51,232) -- --
----------- ----------- ----------- ---------- ---------
Net cash provided (used) in operating activities...... (210,822) (259,216) 41,806 (243,186) (462,978)
----------- ----------- ----------- ---------- ---------
Cash flows from investing activities:
Proceeds from the maturity of interest.................... -- 100,000 450,000 50,000 --
Purchase of interest bearing deposits..................... -- -- -- -- (500,000)
Net (increase) decrease in receivable from subsidiary..... 242,493 -- (242,493) -- --
Net (increase) decrease in loans.......................... -- -- -- 207,582 185,480
Direct cost incurred for probable bank acquisition........ -- -- -- 71,935 (71,935)
Investment in subsidiary.................................. (114,539) (1,000,000) (5,000,000) -- --
----------- ----------- ----------- ---------- ---------
Net cash (used) provided in investing activities...... 127,954 (900,000) (4,792,493) 329,517 (386,455)
----------- ----------- ----------- ---------- ---------
Cash flows from financing activities:
Sale of common stock...................................... 1,256,059 394,713 2,314,772 851,903 779,143
Short-term debt........................................... (1,375,000) -- 1,750,000 -- --
----------- ----------- ----------- ---------- ---------
Net cash provided in financing activities............. (118,941) 394,713 4,064,772 851,903 779,143
Net (decrease) increase in cash............................. (201,809) (764,503) (685,915) 938,234 (70,290)
Beginning cash and cash equivalents......................... 324,658 1,010,573 1,010,573 72,339 142,629
----------- ----------- ----------- ---------- ---------
Ending cash and cash equivalents............................ $ 122,849 $ 246,070 $ 324,658 $1,010,573 $ 72,339
----------- ----------- ----------- ---------- ---------
----------- ----------- ----------- ---------- ---------
</TABLE>
F-22
<PAGE>
SURETY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16. SUBSEQUENT EVENTS:
On October 17, 1995 the Company and Surety Bank entered into an agreement to
acquire First National Bank, a national banking association located in
Midlothian, Texas. Under the proposed structure of the transaction, a subsidiary
of Surety Bank (to be organized by Surety Bank under the name of "Surety
Acquisition, Inc.") will first merge with and into First National Bank's parent
holding company, First Midlothian Corporation ("First Midlothian"), pursuant to
which merger (the "Merger") the shareholders of First Midlothian will receive
cash in exchange for their shares of capital stock of First Midlothian in an
amount equal to one hundred and fifty percent (150%) of the book value of First
National Bank. Surety Acquisition, Inc. will be a Texas corporation, and its
proposed activities will be limited to facilitating Surety Bank's acquisition of
First Midlothian and, indirectly, First National Bank.
Immediately following the Merger, First National Bank and Surety Bank will
consolidate under the charter of Surety Bank (the "Consolidation"). Upon
consummation of the Consolidation, First Midlothian will be dissolved.
The Company is in the process of preparing the various regulatory
applications necessary to consummate the proposed acquisition.
As of September 30, 1995 First Midlothian Corporation had total assets of
$52,130,000, total deposits of $47,160,000, total net loans of $20,094,000,
total equity of $3,763,000 and net income for the nine months ended September
30, 1995 of $306,000.
The completion of the acquisition is subject to a number of contingencies,
including regulatory approval by applicable banking authorities, the raising of
sufficient funds by the Company to facilitate the acquisition, shareholder
approval, and other matters. If consummated, the transactions are expected to
occur during the first quarter of 1996.
F-23
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS'
Board of Directors and Shareholders
First Midlothian Corporation
Midlothian, Texas
We have audited the accompanying consolidated balance sheets of First
Midlothian Corporation as of September 30, 1995 and December 31, 1994, and the
related consolidated statements of income, shareholders' equity, and cash flows
for the nine months ended September 30, 1995 and for each of the two years in
the period ended December 31, 1994. 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 consolidated financial position of First
Midlothian Corporation as of September 30, 1995 and December 31, 1994, and the
consolidated results of their operations and their cash flows for the nine
months ended September 30, 1995 and for each of the two years in the period
ended December 31, 1994, in conformity with generally accepted accounting
principles.
As discussed in Note 2 to the financial statements, First Midlothian
Corporation changed its method of accounting for investment securities and
income taxes in 1994 and 1993, respectively.
SAMSON, ROBBINS & ASSOCIATES, P.L.L.C.
November 1, 1995
Dallas, Texas
F-24
<PAGE>
FIRST MIDLOTHIAN CORPORATION
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- -------------
<S> <C> <C>
Assets:
Cash and due from banks.......................................................... $ 3,586,274 $ 2,150,392
Federal funds sold............................................................... 7,100,000 2,640,000
------------- -------------
Cash and cash equivalents...................................................... 10,686,274 4,790,392
Investment securities.............................................................. 19,309,212 20,512,375
Net loans.......................................................................... 20,094,209 20,396,952
Premises and equipment, net........................................................ 861,532 854,488
Accrued interest receivable........................................................ 429,114 460,611
Other real estate and repossessed assets........................................... 653,035 1,046,724
Net deferred tax asset............................................................. 51,226 205,101
Other assets....................................................................... 45,640 48,423
------------- -------------
Total assets................................................................. $ 52,130,242 $ 48,315,066
------------- -------------
------------- -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Demand deposits.................................................................. $ 10,154,310 $ 9,191,492
Savings, NOW and money markets................................................... 16,729,861 16,766,651
Time deposits, $100,000 and over................................................. 1,963,600 1,546,147
Other time deposits.............................................................. 18,312,770 16,096,716
------------- -------------
Total deposits................................................................. 47,160,541 43,601,006
Subordinated debentures............................................................ 674,707 674,707
Accrued interest payable and other liabilities..................................... 531,893 468,933
------------- -------------
Total liabilities.............................................................. 48,367,141 44,744,646
Commitments and contingent liabilities............................................. -- --
Shareholders' equity:
Common stock, $10 par value, 48,000 shares authorized, issued and outstanding.... 480,000 480,000
Additional paid-in capital......................................................... 679,493 679,493
Retained earnings.................................................................. 2,603,608 2,417,344
Unrealized loss on available-for-sale securities................................... 0 (6,417)
------------- -------------
Total shareholders' equity..................................................... 3,763,101 3,570,420
------------- -------------
Total liabilities and shareholders' equity................................... $ 52,130,242 $ 48,315,066
------------- -------------
------------- -------------
</TABLE>
The accompanying notes are an integral part of
the consolidated financial statements.
F-25
<PAGE>
FIRST MIDLOTHIAN CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE FOR THE FOR THE
NINE MONTHS ENDED YEAR ENDED YEAR ENDED
SEPTEMBER 30, 1995 DECEMBER 31, 1994 DECEMBER 31, 1993
------------------ ----------------- -----------------
<S> <C> <C> <C>
Interest income:
Commercial and real estate loans.................................... $1,240,594 $1,466,820 $1,555,773
Consumer loans...................................................... 296,496 351,874 299,759
Federal funds sold.................................................. 320,679 185,581 341,754
Investment securities and interest bearing deposits................. 866,236 963,043 659,231
Other interest income............................................... 1,757 32,621 35,923
------------------ ----------------- -----------------
Total interest income............................................. 2,725,762 2,999,939 2,892,440
------------------ ----------------- -----------------
Interest expense:
Savings, NOW and money markets...................................... 368,646 327,632 363,056
Time deposits, $100,000 and over.................................... 202,403 134,369 121,505
Other time deposits................................................. 595,985 627,142 641,687
Other interest expense.............................................. 68,011 81,777 88,846
------------------ ----------------- -----------------
Total interest expense............................................ 1,235,045 1,170,920 1,215,094
------------------ ----------------- -----------------
Net interest income before provision for loan losses............ 1,490,717 1,829,019 1,677,346
Provision for loan losses............................................. 35,000 0 0
------------------ ----------------- -----------------
Net interest income............................................. 1,455,717 1,829,019 1,677,346
------------------ ----------------- -----------------
Noninterest income.................................................... 469,788 627,846 645,961
------------------ ----------------- -----------------
Noninterest expense:
Salaries and employee benefits...................................... 720,361 941,462 881,923
Occupancy and equipment............................................. 156,170 194,860 181,048
General and administrative.......................................... 592,140 936,371 1,035,401
------------------ ----------------- -----------------
Total noninterest expense......................................... 1,468,671 2,072,693 2,098,372
------------------ ----------------- -----------------
Income before income taxes...................................... 456,834 384,172 224,935
Income tax expense:
Current............................................................. 0 0 0
Deferred............................................................ 150,570 109,229 57,632
------------------ ----------------- -----------------
Total tax expense............................................... 150,570 109,229 57,632
------------------ ----------------- -----------------
Net income...................................................... $ 306,264 $ 274,943 $ 167,303
------------------ ----------------- -----------------
------------------ ----------------- -----------------
Net income per share of common stock.................................. $ 6.38 $ 5.73 $ 3.49
------------------ ----------------- -----------------
------------------ ----------------- -----------------
Weighted average shares outstanding................................... 48,000 48,000 48,000
------------------ ----------------- -----------------
------------------ ----------------- -----------------
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
F-26
<PAGE>
FIRST MIDLOTHIAN CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
UNREALIZED
GAIN/(LOSS)
ON
COMMON STOCK ADDITIONAL AVAILABLE TOTAL
--------------------- PAID-IN RETAINED FOR SALE SHAREHOLDERS'
SHARES PAR VALUE CAPITAL EARNINGS SECURITIES EQUITY
--------- ---------- ---------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992 as
previously reported................. 48,000 $ 480,000 $ 679,493 $ 1,605,971 $ 0 $ 2,765,464
Cumulative effect on prior years of
change in accounting principle...... 369,127 369,127
--------- ---------- ---------- ------------ ----------- -------------
Balance at December 31, 1992 as
restated............................ 48,000 480,000 679,493 1,975,098 0 3,134,591
Net income........................... 167,303 167,303
--------- ---------- ---------- ------------ ----------- -------------
Balance at December 31, 1993......... 48,000 480,000 679,493 2,142,401 0 3,301,894
Net income 274,943 274,943
Unrealized (loss) on available-
for-sale securities, net of income
taxes............................... (6,417) (6,417)
--------- ---------- ---------- ------------ ----------- -------------
Balance at December 31, 1994......... 48,000 480,000 679,493 2,417,344 (6,417) 3,570,420
Net income........................... 306,264 306,264
Dividends paid....................... (120,000) (120,000)
Unrealized gain on available-for-sale
securities, net of income taxes..... 6,417 6,417
--------- ---------- ---------- ------------ ----------- -------------
Balance at September 30, 1995........ 48,000 $ 480,000 $ 679,493 $ 2,603,608 $ 0 $ 3,763,101
--------- ---------- ---------- ------------ ----------- -------------
--------- ---------- ---------- ------------ ----------- -------------
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
F-27
<PAGE>
FIRST MIDLOTHIAN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEAR FOR THE YEAR
SEPTEMBER 30, ENDED DECEMBER ENDED DECEMBER
1995 31, 1994 31, 1993
------------- -------------- --------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income...................................................... $ 306,264 $ 274,943 $ 167,303
Adjustment to reconcile net income to net cash provided by
operating activities:
Provision for loan loss....................................... 35,000 0 0
Depreciation.................................................. 54,900 72,300 63,600
(Discount accretion)/premium amortization..................... (98,834) (19,895) 155,671
Loss on sale or disposal of other real estate................. 57,250 76,061 189,967
Loss on sale of investment securities......................... 0 15,548 0
Net change in accrued interest receivable..................... 31,497 (9,236) 4,123
Net change in other assets.................................... 2,137 24,696 15,224
Net change in deferred tax asset.............................. 150,570 109,227 57,632
Net change in accrued interest payable and other
liabilities.................................................. 63,606 (13,800) (88,163)
------------- -------------- --------------
Net cash provided by operating activities................... 602,390 529,844 565,357
------------- -------------- --------------
Cash flows from investing activities:
Proceeds from the maturity of held-to-maturity securities and
interest bearing deposits...................................... 11,320,000 18,365,125 20,822,000
Proceeds from maturity of available-for-sale securities......... 4,000,000 0 0
Purchase of premises and equipment.............................. (61,945) (87,408) (62,953)
Net decrease in loans........................................... 267,743 307,459 59,028
Proceeds from sale of other real estate......................... 336,440 377,819 598,850
Purchase of held-to-maturity securities......................... (14,008,281) (15,906,164) (20,186,250)
Purchase of available-for-sale securities....................... 0 (3,927,657) 0
------------- -------------- --------------
Net cash provided by (used in) investing activities......... 1,853,957 (870,826) 1,230,675
------------- -------------- --------------
Cash flows from financing activities:
Net change in deposits.......................................... 3,559,535 (2,097,951) (4,622,469)
Payments on debentures.......................................... 0 (99,040) (62,203)
Dividends paid.................................................. (120,000) 0 0
------------- -------------- --------------
Net cash provided by (used in) financing activities......... 3,439,535 (2,196,991) (4,684,672)
------------- -------------- --------------
Net increase (decrease) in cash................................... 5,895,882 (2,537,973) (2,888,640)
Beginning cash and cash equivalents............................... 4,790,392 7,328,365 10,217,005
------------- -------------- --------------
Ending cash and cash equivalents.................................. $ 10,686,274 $ 4,790,392 $ 7,328,365
------------- -------------- --------------
------------- -------------- --------------
Supplemental disclosure:
Cash paid during the period for interest........................ $ 1,127,892 $ 1,182,505 $ 1,267,670
------------- -------------- --------------
------------- -------------- --------------
Cash paid during the period for income taxes.................... $ 0 $ 0 $ 0
------------- -------------- --------------
------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements
F-28
<PAGE>
FIRST MIDLOTHIAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
The accompanying consolidated financial statements include the accounts of
the Company and its subsidiary, First National Bank in Midlothian ("Bank"),
which is 100% owned. All significant intercompany transactions and balances have
been eliminated in consolidation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
CASH AND CASH EQUIVALENTS
For purposes of reporting cash flows, cash and cash equivalents include cash
on hand, amounts due from banks, and federal funds sold. Generally, federal
funds are sold for one day periods.
INVESTMENT SECURITIES
Effective January 1, 1994, the Company adopted STATEMENT OF FINANCIAL
ACCOUNTING STANDARDS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" ("SFAS 115"). This statement addresses the accounting and
reporting for investments in equity securities that have readily determined fair
values for all investments in debt securities.
Management determines the appropriate classification of securities at time
of purchase. If the securities are purchased with the positive intent and the
ability to hold the securities until maturity, they are classified as
held-to-maturity and carried at historical cost, adjusted for amortization of
premiums and accretion of fees and discounts using the effective interest
method. Securities to be held for indefinite periods of time are classified as
available-for-sale and carried at fair value. Securities purchased and held
principally for the purpose of selling them in the near term are classified as
trading. The Company has no securities classified as trading as of September 30,
1995. The cost of securities sold is based on the specific identification
method.
The Company has no securities classified as available-for-sale at September
30, 1995.
LOANS AND ALLOWANCE FOR LOAN LOSSES
Loans are stated at the amount of unpaid principal, reduced by unearned
interest and an allowance for loan losses. The allowance for loan losses is
established through a provision for loan losses charged against current
earnings. Loans are charged against the allowance for loan losses when
management believes that the collectibility of the principal is unlikely. The
allowance for loan losses is an amount that management believes will be adequate
to absorb possible losses on existing loans that may become uncollectible, based
upon evaluation of the collectibility of loans and prior loan loss experience.
The evaluations take into consideration such factors as changes in the nature
and volume of the loan portfolio, overall portfolio quality, review of specific
problem loans, and current economic conditions that may affect the borrowers'
ability to pay.
Interest income on installment loans is recognized by a method which
approximates the interest method. Interest income on commercial and real estate
loans is accrued daily on the amount of outstanding principal. Accrual of
interest is discontinued on a loan when management believes, after considering
economic and business conditions and collection efforts, that a borrower's
financial condition is such that collection of interest and principal is
doubtful. Management evaluates the book value (including accrued interest) and
collateral value on loans placed on nonaccrual status and provides specific
allowance for loan losses as deemed appropriate.
Certain fees and costs associated with the origination of loans are
recognized when received. Management has determined that fees collected offset
actual expenses incurred to process the subject loans.
PREMISES AND EQUIPMENT
Premises and equipment are stated at cost less accumulated depreciation.
Depreciation is computed using the straight-line method at rates sufficient to
amortize the cost over the estimated lives of the assets. Expenditures for
repairs and maintenance are expensed as incurred, and renewals and betterments
that
F-29
<PAGE>
FIRST MIDLOTHIAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
extend the lives of assets are capitalized. Cost and accumulated depreciation
are eliminated from the accounts when assets are sold or retired and any
resulting gain or loss is reflected in operations in the year of disposition.
OTHER REAL ESTATE AND REPOSSESSED ASSETS
Foreclosed real estate and other assets are recorded at the lower of the
unpaid balance of the related loan or the fair market value of the property. Any
write down to fair market value at the date of acquisition is charged against
the allowance for loan losses. Any subsequent write downs are reflected in
operations.
INCOME PER SHARE
Net income per share of common stock is computed based upon the weighted
average number of shares of common stock outstanding during the years ended
December 31, 1994 and 1993 and for the nine months ended September 30, 1995.
INCOME TAXES
During 1993, the Company adopted STATEMENT OF FINANCIAL ACCOUNTING STANDARDS
(SFAS) No. 109 whereby the method of accounting for income taxes utilized an
asset and liability approach for financial statement purposes. Under SFAS No.
109, the types of differences between the tax bases of assets and liabilities
and their financial reporting amounts that give rise to significant portions of
deferred income tax liabilities or assets include: allowances for possible loan
losses, property and equipment, investment securities and net operating loss
carryforwards. The change in accounting did not have an effect on the Company's
consolidated financial position or results of operations. First Midlothian
Corporation and its subsidiary will file a consolidated tax return for 1995. The
Company has a tax sharing arrangement with its subsidiary.
3. INVESTMENT SECURITIES:
At September 30, 1995 the amortized cost and estimated market values of
investment securities are as follows:
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES MARKET VALUE
------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Held-to-Maturity:
U.S. Treasury............................................ $ 18,000,874 $ 45,676 $ 5,340 $ 18,041,210
Obligations of other U.S. Government agencies and
corporations............................................ 1,000,000 2,190 0 1,002,190
State and county municipals.............................. 263,938 2,964 0 266,902
Federal Reserve Bank stock............................... 44,400 0 0 44,400
------------- ----------- ----------- -------------
$ 19,309,212 $ 50,830 $ 5,340 $ 19,354,702
------------- ----------- ----------- -------------
------------- ----------- ----------- -------------
</TABLE>
F-30
<PAGE>
FIRST MIDLOTHIAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENT SECURITIES: (CONTINUED)
At December 31, 1994 the amortized cost and estimated market values of
investment securities are as follows:
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES MARKET VALUE
------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Held-to-Maturity:
U.S. Treasury............................................ $ 16,258,839 $ 0 $ 170,257 $ 16,088,582
Obligations of other U.S. Government agencies and
corporations............................................ 0 0 0 0
State and county municipals.............................. 283,736 1,623 0 285,359
Federal Reserve Bank stock............................... 44,400 0 0 44,400
------------- ----------- ----------- -------------
16,586,975 1,623 170,257 16,418,341
------------- ----------- ----------- -------------
Available-for-Sale:
U.S. Treasury............................................ 3,935,122 0 9,722 3,925,400
Obligations of other U.S. Government agencies and
corporations............................................ 0 0 0 0
------------- ----------- ----------- -------------
3,935,122 0 9,722 3,925,400
------------- ----------- ----------- -------------
$ 20,522,097 $ 1,623 $ 179,979 $ 20,343,741
------------- ----------- ----------- -------------
------------- ----------- ----------- -------------
</TABLE>
The amortized cost and estimated market value of investment securities at
September 30, 1995, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or prepay obligations with or without call or prepayment
penalties.
<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST MARKET VALUE
------------- -------------
<S> <C> <C>
Held-to-Maturity:
Due within one year.................................................... $ 6,990,206 $ 6,999,510
Due after one year through five years.................................. 12,249,938 12,285,792
Due after five years through ten years................................. 24,668 25,000
Other Securities....................................................... 44,400 44,400
------------- -------------
Total................................................................ $ 19,309,212 $ 19,354,702
------------- -------------
------------- -------------
</TABLE>
Proceeds from maturities of investment securities during the nine months
ended September 30, 1995 were $15,320,000 with no gross recognized gains or
losses.
Proceeds from maturities of investment securities during the twelve months
ended December 31, 1994 were $18,365,125 with gross recognized losses of
$15,548. These securities were sold within ninety (90) days of the maturity
dates and did not impact the classification of other held-to-maturity
securities.
Proceeds from maturities of investment securities during the twelve months
ended December 31, 1993 were $20,822,000 with no gross recognized gains or
losses.
At September 30, 1995, and December 31, 1994, the carrying value of Federal
Reserve Bank stock was $44,400. The Federal Reserve Bank stock's market value
was estimated to be the same as its carrying value at both September 30, 1995
and December 31, 1994.
At September 30, 1995 and December 31, 1994, securities with a carrying
amount of approximately $6,550,000 and $7,537,000, respectively, were pledged as
collateral for public deposits, as required or permitted by law.
F-31
<PAGE>
FIRST MIDLOTHIAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENT SECURITIES: (CONTINUED)
At September 30, 1995, there were no investment securities classified as
available-for-sale securities. The gross unrealized loss on the
available-for-sale securities at December 31, 1994 was $9,722.
4. NET LOANS:
The loan portfolio was composed of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- -------------
<S> <C> <C>
Commercial loans......................................................... $ 4,210,529 $ 5,505,238
Real estate loans........................................................ 12,378,272 11,550,776
Installment loans........................................................ 3,958,983 3,659,907
Overdrafts............................................................... 5,613 122,934
------------- -------------
Total loans............................................................ 20,553,397 20,838,855
Deduct:
Unearned interest...................................................... (228,573) (185,320)
Allowance for loan losses.............................................. (230,615) (256,583)
------------- -------------
Net loans............................................................ $ 20,094,209 $ 20,396,952
------------- -------------
------------- -------------
</TABLE>
A summary of the changes in the allowance for loan losses for the nine
months ended September 30, 1995 and years ended December 31, 1994 and 1993 are
as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Beginning balance.................................................. $ 256,583 $ 317,372 $ 346,582
Provision for loan losses.......................................... 35,000 0 0
Loans charged off.................................................. (82,919) (84,079) (45,416)
Recoveries......................................................... 21,951 23,290 16,206
---------- ---------- ----------
$ 230,615 $ 256,583 $ 317,372
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
Note that no provision for loan losses was recorded during the two years
ended December 31, 1993 and 1994, respectively. During 1991, the Company was
required to increase the allowance for loan loss significantly based upon actual
experience levels at that time. Subsequent to 1991, the Company's experience
relative to loan loss has improved such that no material provision has been
required.
Loans on which the accrual of interest has been discontinued amounted to
approximately $128,621 and $52,663 at September 30, 1995 and December 31, 1994,
respectively. Included in commercial and installment loans at September 30, 1995
and December 31, 1994, are approximately $934,378 and $1,414,804, respectively,
of loans to employees, officers, and/or directors, or their interests.
5. OTHER REAL ESTATE AND REPOSSESSED ASSETS:
Other real estate and repossessed assets consisted of the following at:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994 1993
------------- ------------ ------------
<S> <C> <C> <C>
Other real estate............................................ $ 713,268 $ 1,173,812 $ 1,511,764
Allowance for possible loss:
Beginning balance.......................................... (127,088) (140,151) (250,613)
Charge offs................................................ 69,441 13,063 123,285
Provision charged to expense............................... (2,586) -- (12,823)
------------- ------------ ------------
Ending balance............................................. (60,233) (127,088) (140,151)
------------- ------------ ------------
Net other real estate........................................ $ 653,035 $ 1,046,724 $ 1,371,613
------------- ------------ ------------
</TABLE>
F-32
<PAGE>
FIRST MIDLOTHIAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. PREMISES AND EQUIPMENT:
Premises and equipment at September 30, 1995 and December 31, 1994 are
summarized as follows:
<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Land........................................................................ $ 64,277 $ 64,277
Building.................................................................... 989,222 971,697
Furniture, fixtures and computers........................................... 399,200 646,761
Automobiles................................................................. 53,289 53,289
------------ ------------
1,505,988 1,736,024
Less accumulated depreciation............................................... (644,456) (881,536)
------------ ------------
Net premises and equipment.................................................. $ 861,532 $ 854,488
------------ ------------
------------ ------------
</TABLE>
During 1995, the Company adjusted premises and equipment to reflect
obsolete, non-utilized items that were fully depreciated in prior years. The
effect was to reduce the asset cost and accumulated depreciation by
approximately $291,000.
Depreciation expense was $54,900, $72,300 and $63,600 for the period ended
September 30, 1995 and the years ended December 31, 1994 and 1993, respectively.
7. SUBORDINATED DEBENTURES:
Subordinated Debentures at September 30, 1995 and December 31, 1994 are
summarized as follows:
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C> <C>
1982 Subordinated Debentures......................................... 12% $ 339,707 $ 339,707
1991 Subordinated Debentures:
Series D........................................................... 9.75% 55,000 55,000
Series E........................................................... 9.75% 70,000 70,000
Series F........................................................... 10.00% 70,000 70,000
Series G........................................................... 10.00% 70,000 70,000
Series H........................................................... 10.00% 70,000 70,000
---------- ----------
$ 674,707 $ 674,707
---------- ----------
---------- ----------
</TABLE>
Interest is payable semiannually with the principle due at maturity.
The following is a summary of maturities of Subordinated Debentures at
September 30, 1995.
<TABLE>
<S> <C>
Due within one year....................................................... $ 55,000
Due after one year through five years..................................... 619,707
---------
$ 674,707
---------
---------
</TABLE>
The 1982 Subordinated Debentures are held by several shareholders of the
Company. The 1991 Subordinated Debentures are held by shareholders with the
exception of $100,000 which is held by two (2) significant customers of the
Bank.
8. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK:
The Company's subsidiary Bank is party to financial instruments with
off-balance sheet risk, entered into in the normal course of business to meet
the financing needs of its customers. These financial instruments include loan
commitments and letters of credit. The instruments involve, to varying degrees,
elements of credit and interest rate risk in excess of the amount recognized in
the financial statements.
F-33
<PAGE>
FIRST MIDLOTHIAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK: (CONTINUED)
The subsidiary Bank's exposure to credit loss in the event of nonperformance
by counterparties to loan commitments and letters of credit is represented by
the contractual amount of those instruments. The subsidiary Bank uses the same
credit policies in making commitments and conditional obligations as are used in
underwriting on-balance sheet instruments.
The total amounts of financial instruments with off-balance sheet risk at
September 30, 1995 and December 31, 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Unfunded loan commitments....................................................... $ 708,561 $ 761,132
Letters of credit............................................................... 79,597 80,602
</TABLE>
Since many of the loan commitments may expire without being drawn upon, the
total commitment amount does not necessarily represent future cash requirements.
Loans are made in accordance with formal written loan policies. The subsidiary
Bank evaluates each customer's credit worthiness on a case by case basis. The
amount of collateral obtained, if deemed necessary by the subsidiary Bank, upon
extension of credit is based on management's evaluation of the counterparty.
Collateral held varies, but may include cash, accounts receivable, inventory,
property, equipment and real estate.
The credit risk involved in issuing letters of credit is essentially the
same as that involved in extending loan facilities to customers. There was no
collateral required by management for the letters of credit.
The subsidiary Bank sold $7,100,000 and $2,640,000 in federal funds at
September 30, 1995 and December 31, 1994, respectively. These funds represent
uncollateralized loans made by the Bank, in varying amounts, to commercial banks
with whom the subsidiary Bank has correspondent relationships. The subsidiary
Bank maintains deposits with other financial institutions in amounts which
exceed FDIC insurance coverage. At September 30, 1995 and December 31, 1994,
approximately $1,998,006 and $0, respectively, of such balances were uninsured.
9. SHAREHOLDERS' EQUITY:
In 1982, the Company acquired all of the common stock of the subsidiary
Bank. Shareholders of the Bank stock were issued the same number of shares of
common stock of the Company as they had held in the Bank. The Company does not
have any warrants or options issued or outstanding.
The Company is not subject to any restrictions on the amount of dividends
that it may declare by any regulatory agency, however dividends must be paid out
of retained earnings. On June 30, 1995, the Company declared and paid a $2.50
per share dividend for the shareholders of record as of that date.
10. NET INCOME PER COMMON SHARE:
Net income per common share for the periods ended September 30, 1995 and
December 31, 1994 and 1993 was based upon the weighted average shares of common
stock outstanding of 48,000 shares, respectively.
11. FEDERAL INCOME TAX:
Effective January 1, 1993, the Company adopted STATEMENT OF FINANCIAL
ACCOUNTING STANDARDS (SFAS) No. 109, "Accounting for Income Taxes". In
accordance with the provisions of this statement, the Company elected to restate
prior years by recording the cumulative effect of this restatement as an
increase to retained earnings of approximately $370,000 at January 1, 1993.
F-34
<PAGE>
FIRST MIDLOTHIAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. FEDERAL INCOME TAX: (CONTINUED)
The components of the net deferred asset recognized at September 30, 1995
and December 31, 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
--------- ----------
<S> <C> <C>
Deferred tax liability:
Allowance for loan losses...................................................... $ 20,477 $ 32,379
--------- ----------
20,477 32,379
--------- ----------
Deferred tax asset:
Tax net operating losses....................................................... 51,195 203,006
Depreciation................................................................... 1,115 1,115
Securities..................................................................... 8,945 12,250
Allowance for real estate losses............................................... 10,448 21,109
--------- ----------
71,703 237,480
--------- ----------
Valuation allowance.............................................................. 0 0
--------- ----------
Net deferred tax asset....................................................... $ 51,226 $ 205,101
--------- ----------
--------- ----------
</TABLE>
The Company's effective tax rate on income before income taxes differs from
the U.S. statutory tax rate as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER 30, --------------------
1995 1994 1993
----------------- --------- ---------
<S> <C> <C> <C>
U.S. statutory rate.............................................. 34.0% 34.0% 34.0%
Tax-exempt interest.............................................. (1.0)% (5.6)% (8.4)%
--- --- ---
Effective tax rate............................................... 33.0% 28.4% 25.6%
--- --- ---
--- --- ---
</TABLE>
As of September 30, 1995, the Company has a net operating loss carryforward
of approximately $150,000 for income tax reporting purposes which expires, if
not used, in 2005 through 2008.
F-35
<PAGE>
FIRST MIDLOTHIAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. OTHER NONINTEREST INCOME AND EXPENSE:
Other noninterest income and expense for the nine months ended September 30,
1995, and the years ended December 31, 1994, 1993 were composed of the
following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
1995 1994 1993
------------- ------------ ------------
<S> <C> <C> <C>
Noninterest income:
Service charges.................................................... $ 396,109 $ 513,834 $ 517,836
Other fees......................................................... 39,772 50,559 51,940
Other.............................................................. 33,907 63,453 76,185
------------- ------------ ------------
Total............................................................ $ 469,788 $ 627,846 $ 645,961
------------- ------------ ------------
------------- ------------ ------------
General and administrative expense:
Data processing.................................................... $ 150,706 $ 207,875 $ 195,821
FDIC and exam assessments.......................................... 38,078 134,600 154,201
ORE expense........................................................ 85,147 122,097 288,128
Office expense..................................................... 80,410 119,314 121,804
Directors fees..................................................... 58,600 64,095 67,820
Advertising........................................................ 50,026 53,939 58,645
Professional fees.................................................. 43,137 49,895 27,941
Loss on maturity of securities..................................... -- 15,548 --
Other.............................................................. 86,036 169,008 121,041
------------- ------------ ------------
Total............................................................ $ 592,140 $ 936,371 $1,035,401
------------- ------------ ------------
------------- ------------ ------------
</TABLE>
13. COMMITMENTS AND CONTINGENCIES:
In the ordinary course of business, the Company has various outstanding
commitments and contingent liabilities that are not reflected in the
accompanying financial statements. Management does not anticipate any material
adverse effect on the financial condition of the Company as a result of these
commitments.
The Company is party to various operating leases and contracts. The Company
has a contract with Electronic Data Systems (EDS) to provide data processing
services for the subsidiary Bank. This contract, which expires February 28,
1997, is based on usage and items processed. The average cost of this contract
over the past past three years is approximately $10,000 -- $12,000 per month.
This agreement can be canceled with a six month notice but requires the Bank to
pay for the remaining term of the contract at 80% of the normal usage.
In addition, the Company has a maintenance agreement for the drive-in turbo
lanes and leases offsite storage facilities. The maintenance agreement is for a
term of seven years and expires in March, 1996. The storage lease is for a term
of two years and expires in March, 1997. These agreements cost $1,800 per year
and $550 per month, respectively.
The following is a schedule of future estimated minimum payments required
under these operating leases:
<TABLE>
<S> <C>
1996...................................................... $ 112,650
1997...................................................... 19,250
---------
Total minimum payment..................................... $ 131,900
---------
---------
</TABLE>
In the normal course of business, the subsidiary Bank may become involved in
routine claims and lawsuits. While the results of litigation cannot be predicted
with certainty, management, in consultation with legal counsel, believes that
the final outcome of any of these matters, or of any unasserted claims, will not
have a material adverse effect on the Company's financial condition or results
of operations.
F-36
<PAGE>
FIRST MIDLOTHIAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. RESTRICTIONS ON RETAINED EARNINGS:
The primary source of funds for cash distributions by the Company to its
shareholders is dividends received from its subsidiary Bank. The amount of
dividends that the subsidiary Bank may declare in a calendar year without
approval by the OCC is the Bank's net profits for that year combined with its
net retained profits, as defined, for the two preceding years. At September 30,
1995, approximately $465,000 of the Bank's retained earnings were available for
dividend distribution to the Company without prior regulatory approval.
15. REGULATORY MATTERS:
The Company's subsidiary Bank is subject to various regulatory capital
requirements administered by the federal banking agencies. Failure to meet
minimum capital requirements can initiate certain mandatory -- and possibly
additional discretionary -- actions by regulators that, if undertaken, could
have a direct material effect on the Bank's financial statements. The
regulations require the Bank to meet specific capital adequacy guidelines that
involve quantitative measures of the Bank's assets, liabilities, and certain
off-balance-sheet items as calculated under the regulatory accounting practices.
The Bank's capital classification is also subject to qualitative judgments by
the regulators about components, risk weightings, and other factors. The Bank
must maintain a minimum of qualifying total capital and core capital to
risk-weighted assets of 8% and 4%, respectively. Management believes, as of
September 30, 1995, that the Bank meets all capital requirements to which it is
subject. The following is a summary of the Bank's capital ratios at September
30, 1995 and December 31, 1994:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
--------------- --------------
<S> <C> <C>
Total capital to risk-weighted assets................. 19.67% 19.30%
Core capital to risk-weighted assets.................. 18.66% 18.15%
Capital to total assets (leverage).................... 8.28% 8.56%
</TABLE>
16. SUBSEQUENT EVENT:
The Company has entered into a contract to be acquired by Surety Capital, a
bank holding company located in Hurst, Texas. Surety Capital intends to merge
the sole subsidiary of the Company, First National Bank of Midlothian, with and
into Surety Capital's subsidiary, Surety Bank, National Association. It is
anticipated that First Midlothian Corporation will be dissolved upon completion
of the merger of the two banks. The current shareholders of the Company will
receive cash in exchange for the stock held in the Company as a result of this
transaction.
The Board of Directors of the Company has approved this transaction.
However, the completion of the purchase is subject to a number of contingencies,
including approval by the applicable banking authorities, due diligence review
of the Company's business operations, the raising of sufficient funds by Surety
Capital to facilitate the acquisition, shareholder approval by the Company's
shareholders and Surety Bank shareholders, and other matters. Assuming all
activities are satisfactorily completed, the transaction is expected to close
during the first quarter of 1996.
F-37
<PAGE>
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH
JURISDICTION. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR THE
DOCUMENTS INCORPORATED BY REFERENCE HEREIN IN CONNECTION WITH THE OFFERING MADE
HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDER.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Prospectus Summary............................. 2
Summary Consolidated Financial Data............ 4
Investment Considerations...................... 5
Use of Proceeds................................ 6
Capitalization................................. 7
Market Price and Dividend Policy............... 7
The Midlothian Bank Acquisition................ 8
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 14
Business....................................... 35
Regulation and Supervision..................... 39
Management..................................... 46
Selling Shareholder............................ 51
Beneficial Stock Ownership..................... 51
Description of Securities...................... 53
Underwriting................................... 53
Legal Matters.................................. 54
Experts........................................ 54
Available Information.......................... 54
Index to Financial Statements.................. F-1
</TABLE>
2,100,000 Shares
Surety Capital Corporation
Common Stock
--------
PROSPECTUS
, 1996
--------
HOEFER & ARNETT
Incorporated
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses to be borne by the
Company in connection with the sale and distribution of the securities being
registered other than underwriting discounts and commissions. All of the amounts
shown are estimates, except the Securities and Exchange Commission registration
fee.
<TABLE>
<S> <C>
Registration Fee.................................................. $ 2,704
Printing and Electronic Filing Expenses........................... 50,000
Legal Fees and Expenses........................................... 50,000
Accounting Fees and Expenses...................................... 30,000
Underwriting Expenses............................................. 172,000
Miscellaneous..................................................... 20,000
---------
Total......................................................... $ 324,704
---------
---------
</TABLE>
Expenses of the Selling Shareholder in connection with the sale and
distribution of its securities being registered other than underwriting
discounts and commissions are estimated to be approximately $30,000, reflecting
underwriting, legal, and miscellaneous expenses.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"Act") empowers a corporation to indemnify its directors and officers and to
purchase insurance with respect to liability arising out of their capacity as
directors and officers. The Act further provides that the indemnification
permitted thereunder shall not be deemed exclusive of any other rights to which
the directors and officers may be entitled under the corporation's bylaws, any
agreement, vote of the shareholders, or otherwise.
Section 6.04 of the Company's Bylaws provides that the Company shall
indemnify all persons to the full extent allowable by law who, by reason of the
fact that they are or were a director of the Company, become a party or are
threatened to be made a party to any indemnifiable action, suit or proceeding.
The Company shall pay, in advance of the final disposition of any indemnifiable
action, suit or proceeding under this bylaw, all reasonable expenses incurred by
a director, upon receipt of an undertaking by or on behalf of a director to
repay such amount if it is ultimately determined that he is not entitled to be
indemnified by the Company under the law. The Company may indemnify persons
other than directors, such as officers and employees, as permitted by law. The
Company may purchase and maintain insurance on behalf of directors, officers and
other persons against any liability asserted against him, whether or not the
Company would have the power to indemnify such person against such liability, as
permitted by law.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
1. REGULATION S OFFERING. In April 1994, Surety Capital Corporation
offered up to 1,555,555 shares of common stock in an offering conducted pursuant
to Regulation S promulgated under the Securities Act of 1933, as amended. The
sum of 355,000 shares was ultimately sold to four investors $4.50 per share,
resulting in aggregate sale proceeds of $1,597,500. For each share of common
stock acquired in the Regulation S offering, purchasers also received one
warrant giving the holder thereof the right to acquire one additional share of
the Company's common stock at a price of $4.50 per share. All of such warrants
expired on April 1, 1994 without exercise.
The shares were sold on a best efforts basis by Masters Financial Group,
Inc., a broker-dealer, registered with the National Association of Securities
Dealers, Inc., which received commissions of 10% of the gross proceeds from
sales. In addition to commissions, Masters Financial Group, Inc. also received a
warrant to acquire 35,500 shares of the Company's common stock at an exercise
price of $4.50. This warrant expired unexercised on June 17, 1995.
2. REGULATION D OFFERING. In December 1994, the Company offered up to
1,538,462 shares of common stock in an offering conducted pursuant to Rule 506
of Regulation D promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended. The Company ultimately sold 667,400 shares
at a price of $3.25 per share to seven investors, resulting in aggregate sales
proceeds of approximately
II-1
<PAGE>
$2,169,050. The shares were sold on a best efforts basis by Bentley Securities
Corporation, a broker-dealer registered with the National Association of
Securities Dealers, Inc., which received commissions of 5% of gross proceeds
from sales.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The exhibits and financial statement schedules listed on the accompanying
Exhibit Index are filed as part of this Registration Statement and such Exhibit
Index is hereby incorporated by reference.
ITEM 17. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(5) That, for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(6) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(7) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Hurst, Texas on the
25th of January 1996.
SURETY CAPITAL CORPORATION
By: /s/ C. JACK BEAN
------------------------------------------
C. Jack Bean, Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ----------------------------------------- ------------------------------------------------ --------------------
<C> <S> <C>
/s/ C. JACK BEAN Chairman of the Board and Director (Principal January 25, 1996
-------------------------------- Executive Officer)
C. Jack Bean
/s/ BOB HACKLER Senior Vice President, January 25, 1996
-------------------------------- Secretary and Director
Bob Hackler
/s/ B.J. CURLEY Vice President and Chief Financial Officer January 25, 1996
-------------------------------- (Principal Financial Officer and
B.J. Curley Chief Accounting Officer)
/s/ CULLEN W. TURNER Director January 25, 1996
--------------------------------
Cullen W. Turner
/s/ G. M. HEINZELMANN Director January 25, 1996
--------------------------------
G. M. Heinzelmann
/s/ GARRETT MORRIS Director January 25, 1996
--------------------------------
Garrett Morris
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>
1.01 Form of underwriting Agreement between Surety Capital Corporation, Hoefer & Arnett, Incorporated and
Anchorage Fire & Casualty Insurance Company, in Liquidation with respect to the firm commitment
underwriting of shares of the Company's common stock and the shares owned by Anchorage Fire & Casualty
Insurance Company, in Liquidation.*
2.01 Reorganization Agreement by and between Bancwell Financial Corp; Dan W. Brent, Jody Person and Joe M.
Pearson; Texas Bank, N.A.; and Surety Capital Corporation dated July 23, 1992; and Agreement to Merge
Bank of East Texas with and into Texas Bank, N.A. under the Charter of Texas Bank, N.A. and under the
Title of Texas Bank, N.A., dated July 23, 1992. (4)
2.02 Reorganization Agreement by and between Newell Bancshares, Inc.; Dan W. Brent, Jody Pearson and Joe M.
Pearson; Texas Bank, N.A.; and Surety Capital Corporation, dated July 23, 1992; and Agreement to Merge
First State Bank with and into Texas Bank, N.A. under the Charter of Texas Bank, N.A. and under the
Title of Texas Bank, N.A., dated July 23, 1992. (4)
2.03 Reorganization Agreement by and between The Farmers Guaranty State Bank of Kennard; Dr. Frank A. Smith,
III; Surety Bank, National Association; and Surety Capital Corporation, dated February 4, 1994; and
Agreement to Merge The Farmers Guaranty State Bank of Kennard with and into Surety Bank, National
Association under the Charter of Surety Bank, National Association and under the title of Surety Bank,
National Association, dated February 4, 1994. (6)
2.04 Reorganization agreement by and between First National Bank, N.A.; Lloyd W. Butts; D.C. Deegan; Norman
Denton; Murriel Gilbreath; Robert S. Light; Joe B. Turner, Jr. (the "Shareholders"); Surety Bank,
National Association; and Surety Capital Corporation; dated May 24, 1994; and Agreement to Merge
between Surety Bank, National Association, First National Bank and Joined in by the Shareholders and
Surety Capital Corporation, dated May 24, 1994. (7)
2.05 Reorganization Agreement by and between First Midlothian Corporation, First National Bank, N.A., certain
individual shareholders and directors of First Midlothian Corporation, Surety Bank, National
Association, and Surety Capital Corporation dated October 17, 1995; and form of Amendment Number One
thereto.***
2.06 Agreement to Merge Surety Acquisition, Inc. with and into First Midlothian Corporation Under the Charter
of First Midlothian Corporation and Under the Title of First Midlothian Corporation between First
Midlothian Corporation; Surety Acquisition, Inc.; and joined in by Surety Bank, National Association
and the directors of First Midlothian Corporation and First National Bank, dated October 17, 1995.***
2.07 Form of Agreement to Consolidate First National Bank and Surety Bank, National Association under the
Charter of Surety Bank under the Charter of Surety Bank, National Association and under the Title of
Surety Bank, National Association between Surety Bank, National Association and First National Bank and
joined in by Surety Acquisition, Inc. and Surety Capital Corporation, dated October 17, 1995.***
3.01 Certificate of Incorporation of the Company. (1)
3.02 Amendment to the Certificate of Incorporation, dated April 8, 1987. (2)
3.03 Certificate of Amendment to the Company's Certificate of Incorporation, as filed with the Delaware
Secretary of State on April 4, 1988. (3)
3.04 Certificate of Designations Establishing Series of Shares of Preferred Stock, as filed with the Delaware
Secretary of State on April 4, 1988. (3)
3.05 Certification of Elimination of Series of Shares of Preferred Stock of the Company as filed with the
Delaware Secretary of State on January 31, 1992. (5)
3.06 Certificate of Amendment to Company's Certificate of Incorporation as filed with Delaware Secretary of
State on June 14, 1993. (6)
3.07 Form of Common Stock certificate (specimen). (6)
3.08 Restated Bylaws of the Company. (8)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------------
5.01 Opinion of Secore & Waller, L.L.P. with respect to the validity of the shares to be registered and
issued.**
<C> <S>
10.01 Pledge Agreement by and between Surety Capital Corporation and Overton Bank and Trust, N.A., dated
December 9, 1994. (9)
10.02 Guaranty Agreement entered into by C. Jack Bean with Overton Bank and Trust, N.A. with respect to the
repayment by Surety Capital Corporation of loan from Overton Bank and Trust, N.A., dated December 9,
1994. (9)
10.03 Uniform Commercial Code Financing Statement UCC-1 completed with respect to Overton Bank & Trust, N.A.'s
security interest in the Shares of Stock of Surety Bank, N.A., owned by Surety Capital Corporation. (9)
10.04 Promissory Note in the original principal amount of $500,000.00 with Surety Capital Corporation as
borrower and Overton Bank and Trust, N.A. as lender with maturity date of June 23, 1996, dated June 23,
1995; and related Security Agreement (collateral Pledge Agreement) dated June 23, 1995. ***
10.05 Surety Capital Corporation 1988 Incentive Stock Option Plan of Surety. (5)
10.06 Form of Change in Control Agreement dated August 16, 1994, as entered into between the Company and C.
Jack Bean with schedule identifying parties to substantially similar agreements. (8)
10.07 Lease agreement between Precinct Campus, Inc., as landlord, and Surety Capital Corporation, as tenant,
regarding offices located in Hurst, Texas, dated February 14, 1994. (6)
10.08 Surety Capital Corporation 1995 Incentive Stock Option Plan. (8)
10.09 Form of Executive Deferred Compensation Agreement and related Adoption Agreement entered into between
Surety Capital Corporation and Bobby W. Hackler and G.M. Heinzelmann, III, dated August 15, 1995.***
10.10 Form of Letter Agreements between Surety Capital Corporation and Bobby W. Hackler and G. M. Heinzelmann,
III, regarding the provision by the Company of term life insurance coverage, dated August 15, 1995.***
21.01 Subsidiaries of the Registrant.***
23.01 Consent of Coopers & Lybrand, L.L.P. with respect to the use of its January 27, 1995 Report.***
23.02 Consent of Samson, Robbins & Associates, P.L.L.C. with respect to the use of its November 1, 1995
Report.***
23.03 Consent of Secore & Waller, L.L.P.**
</TABLE>
- ------------------------
(1) Filed with Registration Statement No. 33-1983 on Form S-1 and incorporated
by reference herein.
(2) Filed with the Company's Form 10-K dated October 31, 1987 and incorporated
by reference herein.
(3) Filed with the Company's Form 10-Q for the quarter ended April 30, 1988 and
incorporated by reference herein.
(4) Filed with Registration Statement No. 33-44893 on Form S-3 and incorporated
by reference herein.
(5) Filed with the Company's Form 10-K dated December 31, 1991 and incorporated
by reference herein.
(6) Filed with the Company's Form 10-K dated December 31, 1993 and incorporated
by reference herein.
(7) Filed with the Company's Form 8-K dated December 8, 1994 and incorporated by
reference herein.
(8) Filed with the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 and incorporated by reference herein.
(9) Filed with Registration Statement No. 33-89264 on Form S-2 and incorporated
by reference herein.
* Filed herein.
** To be filed.
*** Filed previously.
<PAGE>
===============================================================================
SURETY CAPITAL CORPORATION
2,100,000 SHARES*
COMMON STOCK
______________
UNDERWRITING AGREEMENT
______________
______________, 1996
===============================================================================
*Plus an option to purchase from the Company up to 288,759 additional shares to
cover over allotments.
<PAGE>
SURETY CAPITAL CORPORATION
2,100,000 SHARES COMMON STOCK*
UNDERWRITING AGREEMENT
_____________, 1996
Hoefer & Arnett Incorporated
353 Sacramento Street, 10th Floor
San Francisco, California 94111
Ladies and Gentlemen:
SECTION 1. INTRODUCTORY. Surety Capital Corporation, a Texas corporation
(the "COMPANY"), proposes to issue and sell 1,925,061 shares ("PRIMARY SHARES")
of its authorized but unissued Common Stock, par value $.10 per share ("COMMON
STOCK"), and Anchorage Fire and Casualty Insurance Company, in Liquidation
("SELLING SHAREHOLDER") proposes to sell 174,939 shares of Common Stock
("SECONDARY SHARES"), to Hoefer & Arnett Incorporated ("UNDERWRITER"). In
addition, the Company proposes to grant to the Underwriter an option to purchase
up to 288,739 additional shares of Common Stock ("ADDITIONAL SHARES") as
provided in Section 5 hereof. The Primary Shares and the Secondary Shares are
referred to herein as the "FIRM SHARES;" the Firm Shares and, to the extent such
option is exercised, the Additional Shares, are hereinafter collectively
referred to as the "SHARES."
You have advised the Company that you propose to make a public offering of
the Shares as soon as you deem advisable after the registration statement
hereinafter referred to becomes effective, if it has not yet become effective,
and the Pricing Agreement hereinafter defined has been executed and delivered.
_______________
* Plus an option to acquire up to 288,739 additional shares to cover over
allotments.
<PAGE>
Prior to the purchase and public offering of the Shares by the Underwriter,
the Company, the Selling Shareholder and the Underwriter shall enter into an
agreement substantially in the form of Exhibit A hereto ("PRICING AGREEMENT").
The Pricing Agreement may take the form of an exchange of any standard form of
written telecommunication between the Company, the Selling Shareholder and the
Underwriter and shall specify such applicable information as is indicated in
Exhibit A hereto. The offering of the Shares will be governed by this
Agreement, as supplemented by the Pricing Agreement. From and after the date of
the execution and delivery of the Pricing Agreement, this Agreement shall be
deemed to incorporate the Pricing Agreement.
The Company and the Selling Shareholder hereby confirm their agreements
with respect to the purchase of the Shares by the Underwriter as follows:
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Underwriter that:
(a) A registration statement on Form S-1 (File No. 33-_______) and a
related preliminary prospectus with respect to the Shares have been prepared and
filed with the Securities and Exchange Commission ("COMMISSION") by the Company
and in conformity with the requirements of the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder
(collectively, the "1933 ACT;" all references herein to specific rules are rules
promulgated under the 1933 Act); and the Company has so prepared and has filed
such amendments thereto, if any, and such amended preliminary prospectuses as
may have been required to the date hereof. In the event that the Company
determines to rely upon Rule 430A, the Company will prepare and file a
prospectus pursuant to Rule 424(b) that discloses the information previously
omitted from the prospectus in reliance upon Rule 430A. There have been or will
promptly be delivered to you two signed copies of such registration statement
and amendments, including the exhibits filed therewith, and such number of
conformed copies of such registration statement and amendments (but without
exhibits) and of the related preliminary prospectus or prospectuses and final
forms of prospectus as the Underwriter may reasonably request.
The registration statement and prospectus, as amended, on file with
the Commission at the time the registration statement became or becomes
effective, including the information deemed to be part of the registration
statement at the time of effectiveness pursuant to Rule 430A(b), are hereinafter
called the "REGISTRATION STATEMENT" and the "PROSPECTUS," respectively, except
that if the prospectus filed by the Company pursuant to Rule 424(b) differs from
the prospectus on file at the time the Registration Statement became or becomes
effective, the term "PROSPECTUS" shall refer to the Rule 424(b) prospectus from
and after the time it is filed with the Commission or transmitted to the
Commission for filing.
-2-
<PAGE>
The Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder are hereinafter collectively
referred to as the "EXCHANGE ACT."
(b) The Commission has not issued any order preventing or
suspending the use of any preliminary prospectus, and each preliminary
prospectus has conformed in all material respects with the requirements of
the 1933 Act and, as of its date, has not included any untrue statement of a
material fact or omitted to state a material fact necessary to make the
statements therein not misleading in light of the circumstances under which
they were made. When the Registration Statement became or becomes effective,
and at the First Closing Date and the Second Closing Date hereinafter
defined, as the case may be, the Registration Statement, including the
information deemed to be part of the Registration Statement at the time of
effectiveness pursuant to Rule 430A(b), and the Prospectus and any amendments
or supplements thereto, in all material respects conformed or will in all
material respects conform to the requirements of the 1933 Act, and neither
the Registration Statement nor the Prospectus, nor any amendment or
supplement thereto, included or will include any untrue statement of a
material fact or omitted or will omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company makes no representation or warranty as to
information contained in or omitted from any preliminary prospectus, the
Registration Statement, the Prospectus or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of the Underwriter specifically for use in the
preparation thereof.
(c) The Company and each of its subsidiaries, and First Midlothian
Corporation, a Texas corporation ("FIRST MIDLOTHIAN"), and each of its
subsidiaries, including, without limitation, Midlothian Bank, National
Association ("MIDLOTHIAN BANK"), have been duly incorporated and are validly
existing as corporations or banks in good standing under the laws of their
respective jurisdictions of incorporation, with full power and authority to own
or lease their properties and conduct their businesses as described in the
Prospectus; the Company's only subsidiaries are those listed on Exhibit 22 of
the Registration Statement; the Company and each of its subsidiaries, and First
Midlothian and each of its subsidiaries, are duly qualified to do business as
foreign corporations under the corporation law of, and are in good standing as
such in, each jurisdiction in which they own or lease substantial properties,
have an office, or in which substantial business is conducted and such
qualification is required except in any such case where the failure to so
qualify or be in good standing would not have a material adverse effect upon the
condition (financial or otherwise), earnings, affairs, business or prospects of
the Company and its subsidiaries, or First Midlothian and its subsidiaries, as
the case may be, taken as a whole ("MATERIAL ADVERSE EFFECT"); and no proceeding
of which the Company has knowledge has been instituted in any such jurisdiction,
revoking, limiting or curtailing, or seeking to revoke, limit
-3-
<PAGE>
or curtail, such power and authority or qualification. Surety Bank and
Midlothian Bank are referred to herein as the "Banks."
(d) The Company has an authorized and outstanding capitalization as
set forth in the Prospectus under "Capitalization" and the Shares conform in all
material respects to the description thereof contained in the Prospectus. All
of the issued and outstanding shares of Common Stock have been duly authorized,
validly issued and are fully paid and non-assessable and free of preemptive or
other similar rights and there are no options, agreements, contracts or other
rights in existence to acquire from the Company any shares of Common Stock,
except as set forth in the Prospectus. Except as set forth in the Prospectus,
there are no holders of the securities of the Company having rights to the
registration thereof. The Company and First Midlothian have no banking
subsidiaries other than Surety Bank and Midlothian Bank, respectively. All of
the capital stock of each subsidiary of the Company and each subsidiary of First
Midlothian other than the Banks has been duly authorized, validly issued and is
fully paid and non-assessable. All of the outstanding capital stock of each of
the Banks has been duly authorized, validly issued and is fully paid and,
subject to 12 U.S.C. Section 55 (1982), nonassessable. Each of the Company and
First Midlothian, directly or indirectly, owns of record and beneficially, free
and clear of any liens, claims, encumbrances or rights of others, all of the
issued and outstanding shares of each of its respective subsidiaries, except as
referred to in the Prospectus. There are no options, agreements, contracts or
other rights in existence to purchase or acquire from the Company or its
subsidiaries, or First Midlothian or its subsidiaries, any issued and
outstanding shares of the capital stock of such subsidiaries.
(e) The Primary Shares to be sold by the Company pursuant to this
Agreement and the Pricing Agreement have been duly authorized and, when issued
and paid for in accordance with this Agreement and the Pricing Agreement, will
be validly issued, fully paid and non-assessable; the Secondary Shares to be
sold by the Selling Shareholder are duly authorized, validly issued, fully paid
and non-assessable; the Shares are not subject to the preemptive rights of any
shareholder of the Company; the holders of the Shares will not be subject to
personal liability by reason of being such holders; and all corporate actions
required to be taken for the authorization, issue and sale of the Primary Shares
have been validly and sufficiently taken.
(f) The execution, delivery and performance by the Company of this
Agreement and the Pricing Agreement have been duly authorized by all necessary
corporate action on the part of the Company and do not and will not violate any
provision of the Company's articles of incorporation (as amended) or bylaws (as
amended) and do not and will not constitute or result in the breach of, or be in
violation of, any of the terms or provisions of or constitute a default under,
or result in the creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company or its subsidiaries under
-4-
<PAGE>
any material agreement, franchise, license, indenture, lease, mortgage, deed
of trust, or other instrument to which the Company or any subsidiary is a
party or by which the Company, any subsidiary or the property of any of them
may be bound or affected, or any law, order, judgment, decree, rule or
regulation applicable to the Company or any subsidiary of any government,
governmental instrumentality, court or regulatory body, administrative
agency, or other governmental body having jurisdiction over the Company or
any subsidiary or any of their respective properties, or any order of any
court or governmental agency or other regulatory authority entered in any
proceeding to which the Company or any subsidiary was or is now a party or by
which it is bound. No consent, approval, authorization or other order of or
filing with, any court, regulatory body, administrative agency or other
governmental body is legally required for the execution and delivery of this
Agreement or the Pricing Agreement by the Company or the consummation by the
Company of the transactions contemplated herein or therein, except as may be
required under or by the 1933 Act, the Amex or the blue sky laws of the
various jurisdictions. This Agreement and the Pricing Agreement have been
duly authorized, executed and delivered by the Company and constitute valid
and binding obligations of the Company enforceable against the Company in
accordance with their terms except insofar as (i) such enforcement may be
subject to bankruptcy, insolvency, reorganization, moratorium or other laws
now or hereafter in effect relating to creditors' rights generally; (ii) the
remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the
court before which any proceeding thereafter may be brought; and (iii) such
enforcement may be subject to any limitations under applicable law which
relate to the indemnification and contribution provisions of this Agreement.
(g) Each of Coopers & Lybrand LLP and Samson, Robbins & Associates,
P.L.L.C., who have expressed their opinion with respect to certain of the
financial statements included in the Registration Statement, are independent
accountants within the meaning of the 1933 Act.
(h) The consolidated financial statements, together with the notes
thereto, of the Company and First Midlothian included in the Registration
Statement comply in all material respects with the 1933 Act and present fairly
the consolidated financial position of the Company and First Midlothian,
respectively, as of the respective dates of such financial statements
(including, without limitation, the allowance for possible loan losses), and the
consolidated results of operations and cash flows of the Company and First
Midlothian for the respective periods covered thereby, all in conformity with
generally accepted accounting principles consistently applied throughout the
periods involved, except as disclosed in the Prospectus; and the supporting
schedules included in the Registration Statement present fairly the information
required to be stated therein. No other Financial statements are required to be
included in the Registration Statement. The consolidated financial, statistical
and numerical information with respect to the Company and its subsidiaries, and
the financial
-5-
<PAGE>
and statistical information with respect to Surety Bank, set forth in the
Prospectus are fairly presented, were derived from the consolidated financial
statements or the books and records of the Company and its subsidiaries and
are prepared on a basis consistent with the audited financial statements of
the Company.
(i) The PRO FORMA financial information of the Company and its
subsidiaries included in the Registration Statement presents fairly the
information shown therein; has been compiled on a basis consistent with that of
the audited consolidated financial statements of the Company and its
subsidiaries and of First Midlothian and its subsidiaries included in the
Registration Statement; has been prepared in accordance with the Commission's
rules and guidelines with respect to PRO FORMA financial statements; and the
assumptions used in the preparation thereof are reasonable.
(j) Neither the Company nor any subsidiary thereof, nor either First
Midlothian or any subsidiary thereof, is in violation of its articles of
incorporation, articles of association, or bylaws, in each case as amended, or
in default under any consent decree, formal agreement, memorandum of
understanding or similar agreement, or in default with respect to any provision
of any lease, loan agreement, franchise, license, permit or other contractual
obligation to which it is a party or by which it or any of its properties may be
bound; there does not exist any state of facts which constitutes an event of
default by the Company as defined in such documents or which, with notice or
lapse of time or both, would constitute such an event of default, except for any
such violation or default of the articles of incorporation, articles of
association, bylaws, consent decrees, formal agreements, memoranda of
understanding or similar agreements, or any lease, loan agreement, franchise,
license, permit or other contractual obligations referred to in this
subparagraph (j) which, either individually or in the aggregate, would not have
a Material Adverse Effect.
(k) Except as disclosed in the Prospectus, (A) there is no action,
suit or proceeding before or by any court or governmental or regulatory agency
or body, domestic or foreign, or any arbitrator or arbitration panel, now
pending or, to the knowledge of the Company, threatened against or affecting the
Company or any of its subsidiaries, or First Midlothian or any of its
subsidiaries, including without limitation proceedings relating to
discrimination or environmental matters, which could result in a Material
Adverse Effect, and (B) there is no decree, judgment, order, formal agreement or
memorandum of understanding of any kind in existence applicable to the Company
or any of its subsidiaries, or First Midlothian or any of its subsidiaries, or
any of their respective officers, employees or directors, requiring or
restraining the taking of any actions of any kind in connection with the
business of the Company and its subsidiaries or First Midlothian or its
subsidiaries, respectively.
-6-
<PAGE>
(l) Each of the Company and First Midlothian is a bank holding
company duly registered with the Board of Governors of the Federal Reserve
System ("FEDERAL RESERVE BOARD") under the Bank Holding Company Act of 1956, as
amended. Each Bank is a national bank duly chartered and organized by authority
of the Office of the Comptroller of the Currency ("OCC"). The deposit accounts
of each Bank are insured by the Federal Deposit Insurance Corporation through
the Bank Insurance Fund to the fullest extent permitted by law, and all premiums
and assessments required in connection therewith have been paid by such Bank.
Since January 1, 1991, the Company and each Bank has filed all material reports
and amendments thereto that they were required to file with the Federal Reserve
Board, the OCC and any other federal or state regulatory authorities. Except as
set forth in the Prospectus, there is no unresolved material violation,
criticism or exception by any governmental or regulatory agency with respect to
any report or statement relating to any examinations of the Company or any of
its subsidiaries. The conduct of the business of the Company and each of its
subsidiaries is in compliance in all respects with applicable federal, state,
local and foreign laws and regulations, and all formal agreements, memoranda of
understanding and similar agreements with regulatory authorities, except where
the failure to be in compliance would not have a Material Adverse Effect. Each
of the Company and its subsidiaries, and each of First Midlothian and its
subsidiaries, own or possess or have obtained all governmental licenses,
permits, consents, orders, approvals and other authorizations necessary to lease
or own, as the case may be, and to operate their properties and to carry on
their businesses as presently conducted except where the failure to have any
such governmental licenses, permits, consents, orders, approvals and other
authorizations would not have a Material Adverse Effect. Neither the Company
nor any of its subsidiaries, nor First Midlothian or any of its subsidiaries,
has received any written notice of proceedings related to revocation or
modification of any such licenses, permits, consents, orders, approvals or
authorizations which singly or in the aggregate, if the subject of an
unfavorable ruling or finding, would result in a Material Adverse Effect.
Except as disclosed in the Prospectus, none of the Company, First Midlothian or
the Banks is currently a party or subject to any agreement or memorandum with,
or directive or order issued by, the Federal Reserve Board, the OCC or any other
federal or state regulatory authorities, which imposes any material restrictions
or requirements not generally applicable to bank holding companies or commercial
banks.
(m) Each of the Company and its subsidiaries, and each of First
Midlothian and its subsidiaries, have valid and indefeasible title to all of the
properties and assets reflected as owned by them in the financial statements
hereinabove described (or described elsewhere in the Prospectus), subject to no
lien, mortgage, pledge, charge, encumbrance or title defect of any kind except
those, if any, reflected in such financial statements (or described elsewhere in
the Prospectus) or which are not material to the Company and its subsidiaries,
or First Midlothian and its subsidiaries, as the case may be, taken as a whole.
Each of the Company and its subsidiaries, and each of First Midlothian
-7-
<PAGE>
and its subsidiaries, hold their respective leased properties that are
material to the Company and its subsidiaries, or First Midlothian and its
subsidiaries, respectively, taken as a whole under valid and binding leases.
(n) None of the Company or its subsidiaries, and none of First
Midlothian or its subsidiaries, has taken, and none will take, directly or
indirectly, any action designed to or which has constituted or which might
reasonably be expected to cause or result, under the Exchange Act or otherwise,
in stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Shares.
(o) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, except as otherwise stated or
contemplated therein, there has not been (i) any material adverse change in the
condition (financial or otherwise), earnings, affairs, business or prospects of
the Company or its subsidiaries, or of the earnings, affairs, business or
prospects of First Midlothian or its subsidiaries, whether or not arising in
the ordinary course of business, (ii) any material transaction entered into, or
any material liability or obligation incurred, by the Company or its
subsidiaries or by First Midlothian or its subsidiaries other than in the
ordinary course of business, (iii) any change in the capital stock, or increase
in the short-term debt or long-term debt of the Company or its subsidiaries or
of First Midlothian or its subsidiaries, or (iv) any dividend or distribution of
any kind declared, paid or made by the Company or First Midlothian in respect of
its capital stock.
(p) There are no contracts or other documents required to be
described in the Registration Statement or to be filed as exhibits to the
Registration Statement by the 1933 Act which have not been described or filed as
required. The contracts so described in the Prospectus are in full force and
effect on the date hereof; and neither the Company nor any of the subsidiaries,
nor to the knowledge of the Company, and other party, is in breach of or default
under any of such contracts.
(q) The Company together with its subsidiaries, and First Midlothian
together with its subsidiaries, owns and possesses sufficient right, title and
interest in and to, or has duly licensed from third parties the right to use,
all trademarks, trade names, copyrights and other proprietary rights ("TRADE
RIGHTS") material to the business of the Company and each of its subsidiaries,
or First Midlothian and its subsidiaries, in each case taken as a whole. None
of the Company or any of its subsidiaries or First Midlothian or any of its
subsidiaries has received any written notice of infringement, misappropriation
or conflict from any third party as to such material Trade Rights which has not
been resolved or disposed of, and none of the Company or any of its
subsidiaries, or First Midlothian or any of its subsidiaries, has infringed,
misappropriated or otherwise conflicted with material
-8-
<PAGE>
Trade Rights of any third parties, which infringement, misappropriation or
conflict would have a Material Adverse Effect.
(r) All offers and sales of equity securities prior to the date
hereof by the Company, First Midlothian or any of their respective subsidiaries
were at all relevant times either exempt from the registration requirements of
the 1933 Act and the registration requirements of all applicable state
securities or blue sky laws, or were duly registered in accordance with the
provisions thereof.
(s) Each of the Company and its subsidiaries, and each of First
Midlothian and its subsidiaries, has timely filed all necessary federal and
state income and franchise tax returns required to be filed through the date
hereof and have paid all taxes shown as due thereon, and there is no tax
deficiency that has been, or to the knowledge of the Company might reasonably be
expected to be, asserted against the Company or any of its subsidiaries or any
of their properties or assets, or against First Midlothian or any of its
subsidiaries or any of their properties or assets, that could reasonably be
expected to have a Material Adverse Effect.
(t) The Company's Common Stock is registered pursuant to
Section 12(b) of the Exchange Act, and listed for trading on the American Stock
Exchange, Inc. ("AMEX"). The Company has filed an additional listing
application with the Amex with respect to the Primary Shares, and has received
notification from the Amex that the listing of the Primary Shares has been
approved, subject to notice of issuance or sale thereof.
(u) Neither the Company nor any of its subsidiaries (and neither
First Midlothian nor any of its subsidiaries) is, and neither the Company nor
any of its subsidiaries intends to conduct its business in a manner in which it
would become, an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.
(v) No labor dispute with the employees of the Company or any of its
subsidiaries, or with the employees of First Midlothian and its subsidiaries, is
pending or, to the knowledge of the Company, threatened that could reasonably be
expected to have a Material Adverse Effect. Each employee benefit plan within
the meaning of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), for which the Company or any subsidiary, or for which First
Midlothian or any subsidiary, acts as sponsor within the meaning of ERISA is and
has been in all material respects operated and administered in accordance with
the provisions of ERISA and applicable law. The present value of all benefits
vested under each employee benefit plan which is subject to Title IV of ERISA
did not exceed, as of the end of the most recent plan year, the value of the
assets of the plan allocable to such vested or accrued benefits, and no such
plan or any trust created thereunder has incurred any "accumulated funding
deficiency" within the meaning of the Internal
-9-
<PAGE>
Revenue Code ("CODE") since the effective date of ERISA. No employee benefit
plan or any trust created thereunder or any trustee fiduciary or
administrator thereof has engaged in a "prohibited transaction" within the
meaning of the Code or ERISA or violated any of the fiduciary standards of
ERISA, and there has been no "reportable event" within the meaning of ERISA
with respect to any such plan.
(w) Each of the Company and its subsidiaries, and each of First
Midlothian and its subsidiaries, (A) makes and keeps books, records and
accounts which, in reasonable detail and in all material respects, accurately
and fairly reflect its transactions and dispositions of its assets and (B)
maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (1) transactions are executed in accordance with
management's general or specific authorizations, (2) transactions are recorded
as necessary (i) to permit the preparation of financial statements in conformity
with generally accepted accounting principles consistently applied or any other
criteria applicable to such statements and (ii) to maintain accountability for
assets, (3) access to assets is permitted only in accordance with management's
general or specific authorizations and (4) the recorded accountability for
assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.
(x) Except as disclosed in the Prospectus, (A) none of the Company,
First Midlothian or any of their respective subsidiaries is presently engaged in
negotiations for the acquisition of all or a portion of the stock or other
equity interest or all or a portion of the assets of any person (including
without limitation any company, corporation, partnership, limited liability
company, partnership, joint venture or sole proprietorship), and (B) has no
agreements or understandings with respect to the acquisition of all or a portion
of the stock or other equity interest or all or portion of the assets of any
specific person.
(y) Except as disclosed in the Prospectus, as of the date of the
Prospectus and as of each Closing Date, (A) no extension of credit made by
either Bank to an executive officer, director, or affiliate of the Company,
First Midlothian or either of the Banks is (1) delinquent, past due, on non-
accrual status or non-performing, (2) identified as a potential problem loan on
any internal "watch list" or (3) constitutes a restructured loan; and (B) all
extensions of credit to any director or executive officer or any member of their
immediate family (1) were made in the ordinary course of business, (2) were made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons, and
(3) did not involve more than the normal risk of collectibility or present other
unfavorable features.
(z) That certain Reorganization Agreement dated October 17, 1995
among First Midlothian, Midlothian Bank, the directors of Midlothian Bank in
their individual and representative capacities and the Company covering the
transactions between
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the Company, First Midlothian and Midlothian Bank described in the Prospectus
under the caption "The Midlothian Bank Acquisition -- The Reorganization
Agreement" and the transactions contemplated thereby have been authorized by
all necessary corporate action on the part of the Company, been executed and
delivered by the Company and the other parties thereto and constitutes a
valid and binding obligation of the Company (assuming the due authorization,
execution and delivery thereof by the other parties thereto) enforceable
against the Company in accordance with its terms, except insofar as (i) such
agreement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other laws relating to creditors' rights generally, and (ii) the
remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the
court before which any proceeding thereafter may be brought.
(aa) The Company intends to apply the net proceeds from the sale of
the Primary Shares for the purposes set forth in the Prospectus under the
caption "Use of Proceeds."
(bb) Since January 1, 1991 the Company has, and at each Closing Date
the Company will have, made all filings required to be made by it under the
Exchange Act; and all such filings conformed and will conform in all material
respects to the requirements of the Exchange Act, and none of such filings
contained an untrue statement of material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in lieu of the circumstances under which they were made, not misleading.
(cc) The Company is not required to comply with Florida Statute
Section 517.075.
SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLING
SHAREHOLDER. The Selling Shareholder represents and warrants to, and covenants
and agrees with the Company and the Underwriter, that:
(a) The Selling Shareholder has placed in custody under a Custody
Agreement dated a date prior to the date hereof ("Custody Agreement") with
___________________ Bank, as Custodian ("Custodian"), for delivery under this
Agreement, certificates in negotiable form representing the Secondary Shares to
be sold by the Selling Shareholder hereunder. The Selling Shareholder
specifically agrees that the Secondary Shares represented by the certificates so
held in custody for such Selling Shareholder are subject to the interests of the
Underwriter hereunder, that the arrangements made by the Selling Shareholder for
such custody are to that extent irrevocable and not subject to termination and
that the obligations of the Selling Shareholder hereunder shall not be
terminated by any act of the Selling Shareholder, by operation of law, or by the
occurrence of any other event.
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(b) All consents, approvals, authorizations and orders necessary for
the execution and delivery by the Selling Shareholder of this Agreement, and for
the sale and delivery of the Secondary Shares to be sold by the Selling
Shareholder hereunder, have been obtained; and the Selling Shareholder has full
right, power and authority to enter into this Agreement and to sell, assign,
transfer and deliver the Shares to be sold by the Selling Shareholder hereunder.
(c) This Agreement and the Custody Agreement have been duly
authorized, executed and delivered by the Selling Shareholder and constitute
valid and binding obligations of the Selling Shareholder enforceable against the
Selling Shareholder in accordance with their terms except insofar as (i) the
remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding thereafter may be brought; and (ii) such enforcement
may be subject to any limitations under applicable law which relate to the
indemnification and contribution provisions of this Agreement.
(d) The sale of the Secondary Shares to be sold by the Selling
Shareholder hereunder and the compliance by the Selling Shareholder with all of
the provisions of this Agreement and the consummation of the transactions herein
contemplated will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any statute,
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Selling Shareholder or any of its subsidiaries is a
party or by which the Selling Shareholder or any of its subsidiaries is bound,
or to which any of the property or assets of the Selling Shareholder or any of
its subsidiaries is subject, nor will such action result in any violation of the
provisions of the Certificate of Incorporation or By-laws of the Selling
Shareholder or any of its subsidiaries or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Selling Shareholder or any of its subsidiaries or the property of the
Selling Shareholder or any of its subsidiaries.
(e) The Selling Shareholder has, and immediately prior to each Time
of Delivery (as defined in Section 5 hereof) the Selling Shareholder will have,
good and valid title to the Shares to be sold by the Selling Shareholder
hereunder, free and clear of all liens, encumbrances, equities or claims; and,
upon delivery of such Shares and payment therefor pursuant hereto, good and
valid title to such Shares, free and clear of all liens, encumbrances, equities
or claims, will pass to the Underwriter.
(f) The information pertaining to the Selling Shareholder under the
caption "Selling Shareholder" does not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.
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(g) In order to document the Underwriter's compliance with the
reporting and withholding provisions of the Tax Equity and Fiscal Responsibility
Act of 1982 with respect to the transactions herein contemplated, such Selling
Shareholder will deliver to you prior to or at the First Time of Delivery (as
hereinafter defined) a properly completed and executed United States Treasury
Department Form W-9 (or other applicable form or statement specified by Treasury
Department regulations in lieu thereof).
(h) Neither the Selling Shareholder nor any of its subsidiaries has
taken, and none will take, directly or indirectly, any action designee to or
which has constituted or which might reasonably be expected to cause or result,
under the Exchange Act or otherwise, in stabilization or manipulation of the
price of any security of the Company to facilitate its sale or resale of the
Shares.
(i) The Selling Shareholder agrees to cooperate to the extent
reasonably necessary to cause the Registration Statement and any post-effective
amendment thereto to become effective at the earliest possible time. The
Selling Shareholder agrees to do or perform all things reasonably required to be
done or performed by the Selling Shareholder prior to the First Closing Date to
satisfy all conditions precedent to the delivery of and the payment for the
Secondary Shares being sold by the Selling Shareholder pursuant to this
Agreement.
SECTION 4. REPRESENTATION AND WARRANTY OF THE UNDERWRITER. The
Underwriter represents and warrants to the Company that the information set
forth with respect to the Shares (a) on the cover page of the Prospectus with
respect to price, underwriting discount and terms of the offering and (b) under
"Underwriting" in the Prospectus constitutes the only information furnished to
the Company by and on behalf of the Underwriter for use in connection with the
preparation of the Registration Statement and such information is correct in all
material respects.
SECTION 5. PURCHASE, SALE AND DELIVERY OF SHARES. (a) On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company agrees to issue and sell
to the Underwriter, and the Selling Shareholder agrees to sell to the
Underwriter, and the Underwriter agrees to purchase from the Company and the
Selling Shareholder, the Firm Shares. The purchase price per share to be paid
by the Underwriter to the Company and the Selling Shareholder shall be the price
per share set forth in the Pricing Agreement.
Delivery of certificates for the Firm Shares to be purchased by the
Underwriter and payment therefor shall be made at the offices of Hoefer & Arnett
Incorporated, 353 Sacramento Street, 10th Floor, San Francisco, California (or
such other place as may be agreed upon by the Company and the Underwriter) at
such time and date, not later than the
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third full business day following the first date that any of the Common
Shares are released by you for sale to the public, as you shall designate by
at least 48 hours prior notice to the Company (the "First Closing Date");
provided, however, that if the Prospectus is at any time prior to the First
Closing Date recirculated to the public, the First Closing Date shall occur
upon the later of the third full business day following the first date that
any of the Common Shares are released by you for sale to the public or the
date that is 48 hours after the date that the Prospectus has been so
recirculated.
Delivery of certificates for the Firm Shares shall be made by or on behalf
of the Company and the Selling Shareholder to you, against payment by you of the
purchase price therefor by certified or official bank checks payable in next day
funds to the order of the Company and the Selling Shareholder. The certificates
for the Firm Shares shall be registered in such names and denominations as you
shall have requested at least two full business days prior to the First Closing
Date, and shall be made available for checking and packaging on the business day
preceding the First Closing Date at a location in New York, New York, as may be
designated by you. Time shall be of the essence, and delivery at the time and
place specified in this Agreement is a further condition to the obligations of
the Underwriter.
(b) In addition, on the basis of the representations, warranties and
agreements herein contained, but subject to the terms and conditions herein set
forth, the Company hereby grants an option to the Underwriter to purchase up to
an aggregate of 288,759 additional Shares, at the same purchase price per share
to be paid for the Firm Shares, for use solely in covering any over allotments
made by the Underwriter in the sale and distribution of the Firm Shares. The
option granted hereunder may be exercised at any time (but not more than once),
in whole or in part, within 30 days after the date of the final Prospectus upon
written notice by you to the Company setting forth the aggregate number of
Additional Shares as to which the Underwriter is exercising the option, the
names and denominations in which the certificates for such shares are to be
registered and the time and place at which such certificates will be delivered.
Such time of delivery (which may not be earlier than the First Closing Date),
being herein referred to as the "SECOND CLOSING DATE," shall be determined by
you, but if at any time other than the First Closing Date, shall not be earlier
than three nor later than ten full business days after delivery of such notice
of exercise. Certificates for the Additional Shares will be made available at
the Company's expense for checking and packaging at 9:00 A.M., local time, on
the first full business day preceding the Second Closing Date at a location in
New York, New York as may be designated by you. The manner of payment for and
delivery of the Additional Shares shall be the same as for the Firm Shares as
specific in Section 5(a).
(c) If the Company has elected not to rely upon Rule 430A, the initial
public offering price of the Shares and the purchase price per share to be paid
by the Underwriter
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for the Shares shall have each been determined and set forth in the Pricing
Agreement, dated the date hereof, and an amendment to the Registration
Statement and the Prospectus will be filed before the Registration Statement
becomes effective.
(d) If the Company has elected to rely upon Rule 430A, the purchase price
per share to be paid by the Underwriter for the Shares shall be an amount equal
to the initial public offering price, less an amount per share to be determined
by agreement between the Underwriter and the Company. The initial public
offering price per share of the Shares shall be a fixed price to be determined
by agreement between the Underwriter and the Company. The initial public
offering price per share and the purchase price, when so determined, shall be
set forth in the Pricing Agreement. In the event that such prices have not been
agreed upon and the Pricing Agreement has not been executed and delivered by the
parties thereto by the close of business on the second business day following
the date of this Agreement, this Agreement shall terminate forthwith, without
liability of any party to any other party, unless otherwise agreed to by the
Company, the Selling Shareholder and the Underwriter.
SECTION 6. COVENANTS OF THE COMPANY. The Company covenants and agrees
with the Underwriter that:
(a) The Company will use its best efforts to cause the Registration
Statement to become effective. The Company will advise you promptly of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement (and make every reasonable effort to obtain the
withdrawal of such order as early as possible) or of the institution of any
proceedings for that purpose, or of any notification of the suspension of
qualification of the Shares for sale in any jurisdiction or the initiation or
threatening of any proceedings for that purpose, and will also advise you
promptly of any request of the Commission for amendment or supplement of the
Registration Statement, of any preliminary prospectus or of the Prospectus, or
for additional information, and will not file any amendment or supplement to the
Registration Statement, to any preliminary prospectus or to the Prospectus of
which you have not been furnished with a copy prior to such filing or to which
you reasonably object.
(b) If at any time when a prospectus relating to the Shares is
required to be delivered under the 1933 Act, any event occurs as a result of
which the Prospectus, including any amendments or supplements, would include an
untrue statement of a material fact, or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or if it is
necessary at any time to amend the Prospectus, including any amendments or
supplements thereto and including any revised prospectus which the Company
proposes for use by the Underwriter in connection with the offering of the
Shares which differs from the prospectus on file with the Commission at the time
of effectiveness
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<PAGE>
of the Registration Statement, whether or not such revised prospectus is
required to be filed pursuant to Rule 424(b) to comply with the 1933 Act, the
Company promptly will advise you thereof and will promptly prepare and, if
required pursuant to Rule 424(b), file with the Commission an amendment or
supplement which will correct such statement or omission or an amendment
which will effect such compliance.
(c) Neither the Company nor any of its subsidiaries will, prior to
the earlier of the Second Closing Date or termination or expiration of the
related option, incur any material liability or obligation, direct or
contingent, or enter into any material transaction, other than in the ordinary
course of business, except as contemplated by the Prospectus.
(d) The Company will not declare or pay any dividend or make any
other distribution upon the Common Stock payable to shareholders of record on a
date prior to the earlier of the Second Closing Date or termination or
expiration of the related option, except as contemplated by the Prospectus.
(e) Not later than 90 days after the close of the period covered
thereby, the Company will make generally available to its security holders an
earnings statement (which need not be audited) covering a period of at least 12
months beginning after the effective date of the Registration Statement, which
will satisfy the provisions of the last paragraph of Section 11(a) of the 1933
Act and Rule 158 thereunder.
(f) During such period as a prospectus is required by law to be
delivered in connection with offers and sales of the Shares by an Underwriter or
dealer, the Company will furnish to you at its expense (and consents to the use
thereof), subject to the provisions of subsection (b) hereof, copies of the
Registration Statement, the Prospectus, each preliminary prospectus and all
amendments and supplements to any such documents in each case as soon as
available and in such quantities as you may reasonably request, for the purposes
contemplated by the 1933 Act.
(g) The Company will cooperate with the Underwriters in qualifying or
registering the Shares for sale under the blue sky laws of such jurisdictions as
you designate, and will continue such qualifications in effect so long as
reasonably required for the distribution of the Shares. The Company shall not
be required to qualify as a foreign corporation or to file a general consent to
service of process in any such jurisdiction where it is not currently qualified
or where it would be subject to taxation as a foreign corporation.
(h) During the period of three years after the date of the Pricing
Agreement, the Company will furnish to the Representative a copy (i) as soon as
practicable after the filing thereof, of each report filed by the Company with
the Commission, any
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securities exchange or the NASD and (ii) as soon as available, of each report
of the Company mailed to any class of its securityholders.
(i) The Company will use the net proceeds received by it from the
sale of the Shares in the manner specified in the Prospectus under the caption
"Use of Proceeds."
(j) If, at the time of effectiveness of the Registration Statement,
any information shall have been omitted therefrom in reliance upon Rule 430A,
then immediately following the execution and delivery of the Pricing Agreement,
the Company will prepare, and file or transmit for filing with the Commission in
accordance with such Rule 430A and Rule 424(b), copies of an amended prospectus,
or, if required by such Rule 430A, a post-effective amendment to the
Registration Statement (including an amended prospectus), containing all
information so omitted.
(k) The Company will file with the Commission in a timely manner all
reports on Form SR required by Rule 463 and will furnish you copies of any such
reports as soon as practicable after the filing thereof.
(l) The Company will comply with all of the provisions of each
undertaking contained in the Registration Statement.
(m) The Company will not, without the prior written consent of the
Underwriter, sell, contract to sell or otherwise dispose of any equity security
of the Company (including shares of Common Stock) for a period of 180 days after
the effective date of the Registration Statement, other than (i) Common Stock
issued and sold to the Underwriter pursuant to this Agreement, and (ii) Common
Stock issued upon exercises of outstanding stock options granted under the
Company's 1988 Stock Option Plan or 1995 Stock Option Plan (as such terms are
defined in the Prospectus) in the aggregate not to exceed ____ shares of Common
Stock. The Company will cause each of its executive officers and directors to
deliver to the Underwriter on or before the date of this Agreement an agreement
satisfactory in form and substance to the Underwriter and its counsel, whereby
each agrees, for a period of 180 days after the effective date of the
Registration Statement, not to offer, sell or otherwise dispose of any shares of
Common Stock without the prior written consent of the Underwriter ("Lock-Up
Letter").
SECTION 7. PAYMENT OF EXPENSES. (a) The Company will pay, or reimburse if
paid by the Underwriter, whether or not the transactions contemplated hereby are
consummated or this Agreement is terminated, all costs and expenses incident to
the performance by the Company of its obligations under this Agreement and the
Pricing Agreement, including, without limiting the generality of the foregoing,
(i) preparation, printing, filing and distribution (including postage, air
freight charges and charges for counting and packaging)
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of the Registration Statement, each preliminary prospectus, the Prospectus,
each amendment and/or supplement to any of the foregoing, and this Agreement
and the Selected Dealers Agreement; (ii) the furnishing to the Underwriter
and dealers copies of the foregoing materials (provided, however, that any
such copies furnished by the Company more than nine months after the first
date upon which the Shares are offered to the public shall be at the expense
of the Underwriter or dealer so requesting as provided in paragraphs 6(b)
above); (iii) the registrations or qualification referred to in paragraph
6(g) above (including reasonable fees and disbursements of counsel in
connection therewith) and expenses of printing and delivering to the
Underwriter copies of the preliminary and final Blue Sky memoranda, provided
that in no event shall the Company be required to pay in excess of $15,000
with respect to the fees, disbursements and expenses referred to in this
clause (iii), exclusive of filing fees; (iv) the review of the terms of the
public offering of the Shares by the NASD (including the filing fees paid to
the NASD in connection therewith); (v) the performance by the Company of its
other obligations under this Agreement, including the fees of the Company's
counsel and accountants; (vi) the issuance of the Shares and the preparation
and printing of the stock certificates representing the Shares including any
stamp taxes payable in connection with the original issuance of the Shares;
and (vii) furnishing to the Representative copies of all reports and
information required by Section 6(h) above, including costs of shipping and
mailing; PROVIDED, however, that except in the circumstances described in the
following paragraph, the aggregate amount of costs and expenses of the
Underwriter reimbursed hereunder shall not exceed two percent (2%) of the
proposed maximum aggregate offering price set forth on the facing page of the
Registration Statement.
(b) If the sale to the Underwriter of the Firm Shares on the First
Closing Date is not consummated because (i) this Agreement is terminated by the
Underwriter in accordance with the provisions of Section 11(i) hereof, (ii) any
condition of the Underwriter's obligations hereunder is not satisfied, (ii) of
any refusal, inability or failure on the part of the Company to perform any
agreement herein or to comply with any provision hereof (unless such failure to
satisfy such condition or to comply with any provision hereof is due to the
default or omission of the Underwriter), the Company agrees to reimburse you
upon demand for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been reasonably incurred by you and
them in connection with the proposed purchase and the sale of the Shares.
(c) The provisions of this Section 7 shall not affect any agreement
between the Company and the Selling Shareholder regarding the allocation or
sharing of the expenses and costs of the public offering and sale of the
Shares. Moreover, the execution, delivery and performance of this Agreement by
the Liquidator (as that term is defined in the Prospectus) is without prejudice
to any claim the Liquidator has or may have against Surety Bank or the Company.
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SECTION 8. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITER. The
obligations of the Underwriter to purchase and pay for the Firm Shares on the
First Closing Date and the Additional Shares on the Second Closing Date shall
be subject to the accuracy in all material respects of the representations
and warranties on the part of the Company and the Selling Shareholder herein
set forth as of the date hereof and as of the First Closing Date and the
Second Closing Date, as the case may be, to the accuracy of the statements of
the Company and the Selling Shareholder made pursuant to the provisions
hereof, to the performance in all material respects by the Company and the
Selling Shareholder of their respective obligations hereunder, and to the
following additional conditions:
(a) The Registration Statement shall have become effective either
prior to the execution of this Agreement or not later than 5:00 P.M., Eastern
Time, on the first full business day after the date of this Agreement, or
such later time as shall have been consented to by you but in no event later
than 5:00 P.M., Eastern Time, on the third full business day following the
date hereof; and prior to the First Closing Date or the Second Closing Date,
as the case may be, no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or shall be pending or, to the knowledge
of the Company or you, shall be contemplated by the Commission. If the
Company has elected to rely upon Rule 430A, the information concerning the
initial public offering price of the Securities and price-related information
shall have been transmitted to the Commission for filing pursuant to Rule
424(b) within the prescribed period and the Company will provide evidence
satisfactory to the Representative of such timely filing (or a post-effective
amendment providing such information shall have been filed and declared
effective in accordance with the requirements of Rules 430A and 424(b)).
(b) The Shares shall have been qualified for sale under the blue
sky laws of such states as shall have been specified by you.
(c) The legality and sufficiency of the authorization, issuance
and sale of the Shares hereunder, the validity and form of the certificates
representing the Shares, the execution and delivery of this Agreement, the
Pricing Agreement, and all corporate proceedings and other legal matters
incident thereto, and the form of the Registration Statement and the
Prospectus (except financial statements) shall have been approved by your
counsel.
(d) Subsequent to the execution and delivery of this Agreement,
there shall not have occurred any material adverse change, or any development
involving a prospective material adverse change, in or affecting the business
or properties of the Company or its subsidiaries, taken as a whole, whether
or not arising in the ordinary course of business, which, in your reasonable
judgment, makes it impractical to proceed with the
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public offering or delivery of the Shares as contemplated hereby or to
attempt to enforce contracts for the purchase of the Shares.
(e) There shall have been furnished to you on the First Closing
Date or the Second Closing Date, as the case may be:
(i) An opinion of Secore & Waller, L.L.P., Dallas, Texas,
counsel for the Company, addressed to you and dated the First Closing Date
or the Second Closing Date, as the case may be, to the effect that:
(1) Each of the Company and First Midlothian is validly
existing as a corporation in good standing under the laws of the State
of Texas with full corporate power and authority to own or lease its
properties and conduct its business as described in the Prospectus;
each of the Company and First Midlothian is a bank holding company
duly registered with the Federal Reserve Board; and each of the
Company and First Midlothian has been duly qualified to do business as
a foreign corporation under the corporation law of, and is in good
standing as such in, every jurisdiction where the ownership or leasing
of property, or the conduct of its business, requires such
qualification except where the failure so to qualify would not have a
Material Adverse Effect.
(2) Each Bank is a national bank duly chartered and
organized by authority of the OCC, validly existing and in good
standing under the laws of the United States of America. Each
subsidiary of the Company or First Midlothian is validly existing as a
corporation in good standing under the laws of its state of
incorporation with full corporate power and authority to own or lease
its properties and conduct its business as described in the
Prospectus; and each subsidiary of its Company or First Midlothian has
been duly qualified to do business as a foreign corporation under the
corporation law of, and is in good standing as such in, every
jurisdiction where the ownership or leasing of property, or the
conduct of its business, requires such qualification except where the
failure so to qualify would not have a Material Adverse Effect.
(3) The Company has an authorized capitalization as set
forth in the Prospectus and the Shares conform, in all material
respects, to the description thereof contained in the Prospectus.
(4) No consent, approval, authorization or other order of
or filing with, any court, regulatory body, administrative agency or
other
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governmental body is legally required for the execution, delivery and
performance of this Agreement by the Company, except as may be
required under or by the 1933 Act, the Amex or the blue sky laws of
the various jurisdictions.
(5) Each of this Agreement and the Pricing Agreement have
been duly and validly authorized and executed by the Company and
constitutes a valid and binding obligation of the Company except only
insofar as (i) such agreement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other laws relating to
creditors' rights generally, (ii) the remedy of specific performance
and injunctive and other equitable relief may be subject to equitable
defenses, and (iii) such enforcement may be subject to any limitations
under applicable federal securities laws relating to indemnification
and contribution.
(6) The Registration Statement has become effective under
the 1933 Act, and, to the best knowledge of such counsel, no stop
order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been instituted
or are pending or contemplated by the Commission under the 1933 Act,
and the Registration Statement (including the information deemed to be
part of the Registration Statement at the time of effectiveness
pursuant to Rule 430A(b), if applicable), the Prospectus and each
amendment or supplement thereto (except for the financial statements
and other statistical or financial data included therein as to which
such counsel need express no opinion) comply as to form in all
material respects with the requirements of the 1933 Act; and the
Primary Shares to be issued to the Underwriter have been approved for
listing on the Amex upon official notice of issuance.
(7) There are no contracts or documents required to be
described in the Registration Statement or Prospectus or to be filed
as exhibits to the Registration Statement which are not described or
filed, as required, and such contracts and documents as are summarized
in the Registration Statement or Prospectus are fairly summarized in
all material respects; and there are no statutes or regulations or any
legal or governmental proceedings pending or, to the knowledge of such
counsel, threatened, required to be described in the Prospectus which
are not described as required.
(8) All of the issued and outstanding shares of the
Company's capital stock have been duly authorized, validly issued and
are
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fully paid and non-assessable and free of preemptive or other
similar rights under the Texas Business Corporation Act, and to such
counsel's knowledge there are no options, agreements, contracts or
other rights in existence to acquire from the Company any shares of
Common Stock, except as set forth in the Prospectus. Except as set
forth in the Prospectus, to such counsel's knowledge there are no
holders of the securities of the Company having rights to the
registration thereof. The Company has no subsidiary which conducts
business as a bank under the laws of the State of Texas or Federal
law, other than the Banks. All of the capital stock of each
subsidiary of the Company, other than the Banks, has been duly
authorized, validly issued and is fully paid and non-assessable. All
of the outstanding capital stock of each of the Banks has been duly
authorized and validly issued and is fully paid and, subject to
12 U.S.C. Section 55 (1982), nonassessable. The Company, directly or
indirectly, owns of record, free and clear of any liens, claims,
encumbrances or rights of others, all of the issued and outstanding
shares of each of its subsidiaries, except as described in the
Prospectus. To such counsel's knowledge, there are no options,
agreements, contracts or other rights in existence to purchase or
acquire from the Company or its subsidiaries any issued and
outstanding shares of such subsidiaries.
(9) The Primary Shares to be sold by the Company pursuant
to this Agreement and the Pricing Agreement have been duly authorized
and, when issued and paid for in accordance with this Agreement and
the Pricing Agreement, will be validly issued, fully paid and non-
assessable; the holders of the Shares will not be subject to personal
liability under the Texas Business Corporation Act by reason of being
such holders; the Shares are not subject under the Texas Business
Corporation Act to the preemptive rights of any shareholder of the
Company.
(10) This Agreement and the Pricing Agreement have been duly
and validly authorized, executed and delivered by the Company.
(11) The statements in the Prospectus under the captions
"Regulation and Supervision" and "Description of Securities," insofar
as they constitute conclusions of law, are correct in all material
respects.
(12) The execution, delivery and performance by the Company
of this Agreement and the Pricing Agreement have been duly authorized
by all necessary corporate action and do not and will not violate any
provision of the Company's articles of incorporation (as amended) or
bylaws (as amended) and do not and will not result in the breach of,
or
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violate, any of the terms or provisions of or constitute a default
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or its
subsidiaries under any material agreement, franchise, license,
indenture, lease, mortgage, deed of trust, or other instrument known
to such counsel to which the Company or any subsidiary is a party or
by which the Company, any subsidiary or the property of any of them
may be bound or affected, or, to such counsel's knowledge, any law,
order, judgment, decree, rule or regulation applicable to the Company
or any subsidiary of any government, governmental instrumentality,
court or regulatory body, administrative agency or other governmental
body having jurisdiction over the Company or any subsidiary or any of
their respective properties, or any order of any court or governmental
agency or other regulatory authority entered in any proceeding to
which the Company or any subsidiary was or is now a party or by which
it is bound.
(13) There is no material legal proceeding pending or, to
such counsel's knowledge, threatened against the Company except as
disclosed in the Prospectus.
(14) Neither the Company nor any of its subsidiaries is an
"investment company" within the meaning of the Investment Company Act
of 1940, as amended.
(15) That certain Reorganization Agreement dated October 17,
1995 among First Midlothian, Midlothian Bank, the directors of
Midlothian in their individual and representative capacities and the
Company and the transactions contemplated thereby has been authorized
by all necessary corporate action on the part of the Company, has been
executed and delivered by the Company and the other parties thereto
and constitutes a valid and binding obligation of the Company
(assuming the due authorization, execution and delivery thereof by the
other parties thereto) enforceable against the Company in accordance
with its terms, except insofar as (i) such agreement may be subject to
bankruptcy, insolvency, reorganization, moratorium or other laws
relating to creditors' rights generally, and (ii) the remedy of
specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of
the court before which any proceeding thereafter may be brought.
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In rendering such opinion, such counsel may rely, provided
that the opinion shall state that you and they are entitled to so
rely, as to factual matters on certificates of the officers and
employees of, and accountants for, the Company. Such opinion may
contain such other qualifications and assumptions as are reasonably
acceptable to counsel for the Underwriter.
In addition, counsel shall state that they have participated
in conferences with officers and other representatives of the Company,
representatives of the independent public accountants for the Company,
and representatives of the Underwriter and its counsel, at which the
contents of the Registration Statement, the Prospectus and related
matters were discussed and, although such counsel is not passing upon,
and does not assume any responsibility for, the accuracy, completeness
or fairness of the statements contained in the Registration Statement
or the Prospectus and has not made any independent check or
verification thereof, on the basis of the foregoing (relying as to
factual matters upon the statements of officers and other
representatives of the Company), no facts have come to such counsel's
attention that have led them to believe that the Registration
Statement (other than financial statements, the notes thereto and
related schedules and other financial, statistical and accounting data
included therein or omitted therefrom, as to which such counsel need
express no belief), as amended or supplemented, if applicable, at the
time such Registration Statement or any post-effective amendment
became effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading (other than
information omitted therefrom in reliance on Rule 430A under the 1933
Act), or that the Prospectus (other than financial statements, the
notes thereto and related schedules and other financial, statistical
and accounting data included therein or omitted therefrom, as to which
such counsel need express no view) as amended or supplemented, if
applicable, as of its date and the First Closing Date or the Second
Closing Date, as applicable, contained an untrue statement of a
material fact or omitted to state a material fact necessary to make
the statements therein not misleading in light of the circumstances
under which they were made.
(ii) Wyatt, Tarrant & Combs, Nashville, Tennessee, counsel to the
Selling Shareholder, shall have furnished to you their written opinion,
dated the First Closing Date or the Second Closing Date, as the case may
be, to the effect that:
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(1) The Selling Shareholder has valid and unencumbered
title to the Shares being sold by the Selling Shareholder and has
full, right, power and authority to sell, assign, transfer and deliver
such Shares pursuant to this Agreement, and upon delivery of such
Shares and payment therefor, the Underwriter will acquire valid and
unencumbered title to the Shares purchased by it from the Selling
Shareholder.
(2) No consent, approval, authorization or order of, or
filing with, any governmental agency or body or any court is required
to be obtained or made by any Selling Shareholder for the consummation
of the transactions contemplated by this Agreement or in connection
with the sale of the Shares sold by the Selling Shareholder, except
such as have been obtained and made under the Act and such as may be
required under state securities laws.
(3) The execution, delivery and performance of this
Agreement and the consummation of the transactions therein
contemplated will not result in a breach or violation of any of the
terms and provisions of, or constitute a default under, any statute,
any rule, regulation or order of any governmental agency or body or
any court having jurisdiction over the Selling Shareholder or any of
its properties, or any agreement or instrument to which the Selling
Shareholder is a party or by which any Selling Shareholder is bound or
to which any of the properties of any Selling Shareholder is subject,
or the charter or by-laws of any Selling Shareholder.
(4) This Agreement has been duly authorized, executed and
delivered by the Selling Shareholder and constitutes a legal, valid
and binding obligation of the Selling Shareholder enforceable against
the Selling Shareholder in accordance with its terms, except insofar
as (i) the remedy of specific performance and injunctions and other
forms of equitable relief may be subject to equitable defenses and the
discretion of the court before which any proceeding thereafter may be
brought, and (ii) such enforcement may be subject to any limitations
under applicable federal securities laws relating to indemnification
and contribution.
(5) The Custody Agreement has been duly executed and
delivered by the Selling Shareholder and constitutes a legal, valid
and binding obligation of the Selling Shareholder enforceable against
the Selling Shareholder in accordance with its terms except insofar as
the remedy of specific performance and injunctive and other forms of
equitable relief may
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be subject to equitable defenses and to the discretion of the court
before which any proceeding thereafter may be brought.
In rendering such opinion, such counsel may rely,
provided that the opinion shall state that you and they are entitled
to so rely, as to factual matters on certificates of the officers and
employees of, the Selling Shareholder. Such opinion may contain such
other qualifications and assumptions as are reasonably acceptable to
counsel for the Underwriter.
(iii) Such opinion or opinions of Bracewell & Patterson,
L.L.P., counsel for the Underwriter, dated the First Closing Date or the
Second Closing Date, as the case may be, to such matters as you may
reasonably require.
(iv) A certificate of the Company executed by the chief executive
officer and the principal financial officer of the Company, dated the First
Closing Date or the Second Closing Date, as the case may be, to the effect
that:
(1) the representations and warranties of the Company set
forth in Section 2 of this Agreement are true and correct, in all
material respects, as of the date of this Agreement and as of the
First Closing Date or the Second Closing Date, as the case may be, and
the Company has complied, in all material respects, with all the
agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to such Closing Date; and
(2) the Commission has not issued an order preventing or
suspending the use of the Prospectus or any preliminary prospectus
filed as part of the Registration Statement or any amendment thereto;
no stop order suspending the effectiveness of the Registration
Statement has been issued; and to the best knowledge of the respective
signers, no proceedings for that purpose have been instituted or are
pending or contemplated under the 1933 Act.
The delivery of the certificate provided for in this
subsection shall be and constitute a representation and warranty of
the Company as to the facts required in the immediately foregoing
paragraphs (1) and (2) of this subsection to be set forth in said
certificate.
(v) A certificate of the Selling Shareholder executed by the
Special Deputy Commissioner and Liquidator of the Company, dated the First
Closing Date, to the effect that the representations and warranties of the
Selling
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Shareholder set forth in Section 3 of this Agreement are true and correct,
in all material respects, as of the date of this Agreement and as of the
First Closing Date, and the Selling Shareholder has complied, in all
material respects, with all the agreements and satisfied all the conditions
on its part to be performed or satisfied at or prior to the First Closing
Date. The delivery of the certificate provided for in this subsection
shall be and constitute a representation and warranty of the Selling
Shareholder as to the facts required in this subsection to be set forth in
said certificate.
(vi) At the time the Pricing Agreement is executed and also on
the First Closing Date and the Second Closing Date, as the case may be,
there shall be delivered to you a letter addressed to you from Coopers &
Lybrand LLP, independent accountants, the first one to be dated the date
of the Pricing Agreement, the second one to be dated the First Closing Date
and the third one (in the event of a second closing) to be dated the Second
Closing Date, to the effect set forth in Exhibit B.
(vii) Contemporaneously with the closing of the purchase and
sale of the Shares on the First Closing Date, the transactions among the
Company, First Midlothian, Midlothian Bank and the directors of Midlothian
Bank described in the Prospectus under the caption "The Midlothian Bank
Acquisition" shall have been consummated in the manner contemplated by the
Prospectus and otherwise satisfactory to the Underwriter in its reasonable
discretion, and the Underwriter shall have received the certificate of the
President of the Company to such effect.
(viii) The Underwriter shall have received a Lock-Up Letter
from each executive officer and director of the Company.
(ix) Such further certificates and documents as you may
reasonably request.
All such opinions, certificates, letters and documents shall be in
compliance with the provisions hereof only if they are satisfactory to you and
to Bracewell & Patterson, L.L.P., counsel for the Underwriter. The Company and
the Selling Shareholder shall furnish you with such manually signed or conformed
copies of such opinions, certificates, letters and documents as you reasonably
request.
If any condition to the Underwriter's obligations hereunder to be satisfied
prior to or at the First Closing Date is not so satisfied, this Agreement at
your election will terminate upon notification to the Company and the Selling
Shareholder without liability on the part of the Underwriter, the Company or the
Selling Shareholder, except for the expenses to be
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paid or reimbursed by the Company and the Selling Shareholder pursuant to
Sections 7 hereof and except to the extent provided in Section 9 hereof.
SECTION 9. INDEMNIFICATION. (a) The Company agrees to indemnify and hold
harmless the Underwriter and each person, if any, who controls the Underwriter
within the meaning of the 1933 Act or the Exchange Act, and to indemnify and
hold harmless the Selling Shareholder and each person, if any, who controls the
Selling Shareholder within the meaning of the 1933 Act or the Exchange Act, from
and against any and all losses, claims, damages, liabilities and expenses
whatsoever (including but not limited to reasonable attorneys' fees and any and
all expenses whatsoever incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever, any
and all amounts paid in settlement of any claim or litigation), joint or
several, to which they or any of them may become subject under the 1933 Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
and expenses arise out of or are based upon any untrue statement or a material
fact contained in any preliminary prospectus or the Registration Statement or
the Prospectus or in any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or arise out of or are based in whole or in part on any inaccuracy
in the representations and warranties of the Company contained herein or any
failure of the Company to perform its respective obligations hereunder or under
law, except insofar as such losses, claims, damages, liabilities or expenses
arise out of or are based upon any such untrue statement or omission or
allegation thereof which has been made therein or omitted therefrom in reliance
upon and in conformity with information furnished in writing to the Company by
or on behalf of the Underwriter expressly for use therein; provided, however,
that the indemnification contained in this paragraph with respect to any
preliminary prospectus shall not inure to the benefit of the Underwriter (or of
any person controlling the Underwriter) with respect to any action or claim
arising from the sale of the Shares by the Underwriter brought by any person who
purchased Shares from the Underwriter to the extent it is determined by a court
of competent jurisdiction in a final non-appealable decision that (i) a copy of
the Prospectus (as amended or supplemented if any amendment or supplements
thereto shall have been furnished to the Underwriter prior to the written
confirmation of the sale involved) shall not have been given or sent to such
person by or on behalf of the Underwriter with or prior to the written
confirmation of the sale involved and (ii) the untrue statement or omission of a
material fact contained in such preliminary prospectus was corrected in the
Prospectus (as amended or supplemented if amended or supplemented as aforesaid).
In addition to its other obligations under this Section 9(a), the Company agrees
that, as an interim measure during the pendency of any such claim, action,
investigation, inquiry or other proceeding arising out of or based upon any
statement or omission, or any alleged statement or omission, described in this
Section 9(a), it will promptly reimburse the Underwriter and the Selling
Shareholder for all reasonable legal expenses as they are
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incurred in connection with investigating or defending such claim, action,
investigation, inquiry or other proceeding. To the extent that any such
interim reimbursement payment is held by a court of competent jurisdiction to
have been improper, each recipient thereof will promptly return it to the
Company.
(b) The Selling Shareholder agrees to indemnify and hold harmless the
Company, each of its officers and directors who sign the Registration Statement
and each person, if any, controlling the Company within the meaning of the 1933
Act or the Exchange Act, and to indemnify and hold harmless the Underwriter and
each person, if any, controlling the Underwriter within the meaning of the 1933
Act or the Exchange Act, to the same extent as the foregoing indemnity from the
Company to the Underwriter and the Selling Shareholder, but only with respect to
information relating to the Selling Shareholder furnished in writing to the
Company or the Underwriter by or on behalf of the Selling Shareholder expressly
for use in the Registration Statement, the Prospectus, any preliminary
prospectus, or any amendment thereof or supplement thereto.
(c) The Underwriter agrees to indemnify and hold harmless the
Company, its directors, its officers who sign the Registration Statement and any
person controlling the Company within the meaning of the 1933 Act and the
Exchange Act, and to indemnify and hold harmless the Selling Shareholder and
each person, if any, controlling the Selling Shareholder within the meaning of
the 1933 Act and the Exchange Act, to the same extent as the foregoing indemnity
from the Company to the Underwriter and the Selling Shareholder, but only with
respect to information relating to the Underwriter furnished in writing to the
Company by or on behalf of the Underwriter expressly for use in the Registration
Statement, the Prospectus or any preliminary prospectus, or any amendment
thereof or supplement thereto.
(d) If any action or claim shall be brought against any indemnified
party under this Section 9, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party under this Section 9,
promptly notify the indemnifying party in writing of the commencement thereof.
No indemnification shall be available to any party who shall fail to give notice
as provided in this Section 9(d) if the party to whom notice was not given was
unaware of the proceeding to which such notice would have related and was
prejudiced by the failure to give such notice, but otherwise the omission so to
notify the indemnifying party will not relieve it from any liability that it may
have to an indemnified party under this Section 9. In case any such action is
brought against an indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party. Upon receipt of notice from the
indemnifying party to such
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indemnified party of its election to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying party will not
be liable to such indemnified party under Section 9 for any legal or other
expenses subsequently incurred by such indemnified party in connection with
the defense thereof unless (i) the indemnifying party has agreed in writing
to pay such fees and expenses, (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of
the action or (iii) the named parties to any such action (including any
impleaded party) include such indemnified party and the indemnifying party
and such indemnified party shall have been advised in writing by counsel
having experience in securities litigation that there may be one or more
legal defenses available to it which are different from or additional to
those available to the indemnifying party (in which case if such indemnified
party notifies the indemnifying party, the indemnifying party shall, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses
of not more than one separate firm of attorneys for all such indemnified
parties) and which, in the opinion of such counsel, would make it impractical
to have common representation. The indemnifying party shall not be liable
for any settlement of any such action effected without its written consent,
but if settled with its written consent, or if there shall be a final
judgment for the plaintiff in any such action and the time for filing all
appeals has expired, the indemnifying party agrees to indemnify and hold
harmless any indemnified party and any such controlling person from and
against any loss or liability by reason of such settlement or judgment.
(e) (i) If the indemnification provided for in this Section 9 is
unavailable as a matter of law to an indemnified party in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by the indemnified party as a
result of such losses, claims, damages, liabilities or expenses (A) in such
proportion as is appropriate to reflect the relative benefits received by the
Company, the Selling Shareholder and the Underwriter from the offering of the
Shares or (B) if the allocation provided by clause (A) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (A) above but also the relative fault of
the Company, the Selling Shareholder and of the Underwriter in connection with
the statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The respective relative benefits received by the Company, the Selling
Shareholder and the Underwriter shall be deemed to be in the same proportion,
in the case of the Company and the Selling Shareholder, as the total price paid
to the Company or the Selling Shareholder, as the case may be, for the Shares by
the Underwriter (net of underwriting discounts and commissions but before
deducting expenses), and, in the case of the Underwriter, as the underwriting
commissions received by it, bears to the total of such
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amounts paid to the Company and received by the Underwriter as underwriting
commissions in each case as contemplated by the Prospectus. The relative
fault of the Company, the Selling Shareholder and of the Underwriter shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company, the
Selling Shareholder or by the Underwriter and the party's relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omissions.
(ii) The Company, the Selling Shareholder and the Underwriter
agree that it would not be just and equitable if contribution pursuant to this
Section 9(e) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in subsection (e)(i). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages, liabilities and expenses referred to in
subsection (e)(i) shall be deemed to include, subject to the limitations set
forth in this Section 9(e), any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 9(e), the
Underwriter shall not be required to contribute any amount in excess of the
amount of the total underwriting commissions received by the Underwriter in
connection with the Shares underwritten by it and distributed to the public. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11
(f) of the 1933 Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
(f) The indemnity and contribution agreements contained in this
Section 9 and the representations and warranties of the Company set forth in
this Agreement shall remain operative and in full force and effect, regardless
of (i) any investigation made by or on behalf of the Underwriter or any person
controlling the Underwriter, the Selling Shareholder, the Company or its
directors or officers (or any person controlling any such person), (ii)
acceptance of any Shares and payment therefor or hereunder and (iii) any
termination of this Agreement. A successor or assign of the Underwriter, the
Selling Shareholder, the Company or its directors or officers and their legal
and personal representatives (or of any person controlling an Underwriter or the
Company) shall be entitled to the benefits of the indemnity, contribution and
reimbursement agreements contained in this Section 9.
SECTION 10. EFFECTIVE DATE. This Agreement shall become effective
immediately as to Sections 7, 9 and 11 and as to all other provisions upon
execution and delivery of the Pricing Agreement.
SECTION 11. TERMINATION. Without limiting the right to terminate this
Agreement pursuant to any other provision hereof, this Agreement may also be
terminated by you in
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your absolute discretion, without liability on your part to the Company or to
the Selling Shareholder, by notice given to the Company and the Selling
Shareholder, if prior to the First Closing Date or, with respect to the
Additional Shares, on or prior to any later date on which the Additional
Shares are to be purchased, as the case may be, (i) there has been, since the
date of this Agreement or since the respective dates as of which information
is given in the Prospectus any material adverse change in the condition,
financial or otherwise, or the earnings, business affairs or business
prospects of the Company and its subsidiaries, or First Midlothian and its
subsidiaries, considered as a whole, whether or not arising in the ordinary
course of business; or (ii) trading in securities generally on the New York
Stock Exchange, the American Stock Exchange or the National Association of
Securities Dealers Automated Quotation System shall have been suspended, or
if there is a significant decline in the value of securities generally on
such exchanges or such market, or minimum or maximum prices for trading shall
have been fixed, or maximum ranges for prices for securities generally shall
have been required on either of such exchanges or on such market, by the
exchanges, market or by order of the Commission or any other governmental
authority having jurisdiction; or (iii) a general moratorium on savings bank,
savings and loan association or commercial banking activities in the United
States or in New York or Texas shall have been declared by either Federal or
state authorities; or (iv) there shall have occurred any outbreak or
escalation of hostilities or other international or domestic calamity, crisis
or change in political, financial or economic conditions the effect of which
on the financial markets of the United States is such as to make it, in your
judgment, impracticable or inadvisable to market the Shares or to enforce
contracts for the purchase of Shares. Notice of such cancellation shall be
given to the Company and the Selling Shareholder by telegraph, telephone or
facsimile but shall be subsequently confirmed by letter.
SECTION 12. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY. The
respective indemnities, agreements, representations, warranties and other
statements of the Company, the Selling Shareholder and the Underwriter set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Underwriter, the
Selling Shareholder or the Company or any of its or their partners, officers or
directors or any controlling person, and will survive delivery of and payment
for the Shares sold hereunder.
SECTION 13. NOTICES. All communications hereunder will be in writing and,
if sent to the Underwriter will be mailed, delivered or telegraphed and
confirmed to Hoefer & Arnett Incorporated, 353 Sacramento Street, 10th Floor,
San Francisco, California 94111, with a copy to Bracewell & Patterson, L.L.P.,
711 Louisiana St., Suite 2900, Houston, Texas 77002, Attention: John R.
Brantley; if sent to the Company will be mailed, delivered or telegraphed and
confirmed to the Company at its corporate headquarters with a copy to Secore &
Waller, L.L.P., 13355 Noel Road, LB 75, Dallas, Texas 75240-6657, Attention:
Dan Waller; if sent to the Selling Shareholder will be mailed, delivered or
telegraphed and
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confirmed to the Selling Shareholder c/o Tennessee Receiver's Office, 7000
Executive Center Drive, The Waverly Building, Suite 200, Brentwood, Tennessee
37027, with a copy to Wyatt, Tarrant & Combs, 1500 Nashville City Center,
Nashville, Tennessee 37219, Attention: Daniel B. Brown.
SECTION 14. SUCCESSORS. This Agreement and the Pricing Agreement will
inure to the benefit of and be binding upon the parties hereto and their
respective successors, personal representative and assigns, and to the benefit
of the officers and directors and controlling persons referred to in Section 9,
and no other person will have any right or obligation hereunder. The term
"successors" shall not include any purchaser of the Shares as such from the
Underwriter merely by reason of such purchase.
SECTION 15. PARTIAL UNENFORCEABILITY. If any section, paragraph or
provision of this Agreement is for any reason determined to be invalid or
unenforceable, such determination shall not affect the validity or
enforceability of any other section, paragraph or provision hereof.
SECTION 16. APPLICABLE LAW. This Agreement and the Pricing Agreement
shall be governed by and construed in accordance with the laws of the State of
California.
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If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us the enclosed duplicates hereof, whereupon it will
become a binding agreement among the Company, the Selling Shareholder and the
Underwriter, all in accordance with its terms.
Very truly yours,
SURETY CAPITAL CORPORATION
By:_______________________________
C. Jack Bean
Chief Executive Officer
ANCHORAGE FIRE AND CASUALTY
INSURANCE COMPANY, IN LIQUIDATION
By: Elaine A. McReynolds, Commissioner
of Commerce, State of Tennessee, as
Conservator
By:_______________________________
Jeanne Barnes Bryant,
Special Deputy Commissioner
and Liquidator
The foregoing Agreement is hereby
confirmed and accepted as of
the date first above written.
HOEFER & ARNETT INCORPORATED
By:_______________________________
Greg H. Madding
Partner
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