UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 0-16234
CENTURY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1489098
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1275 Pennsylvania Avenue, NW, Washington, DC 20004
-------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(202) 496-4100
(Registrant's Telephone Number, Including Area Code)
Securities Registered Pursuant To Section 12(b) of the Act:
Title of Each Class Name of each exchange on which registered
None None
Securities Registered Pursuant To Section 12(g) of the Act:
Title of Each Class
Common Stock, $1.00 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X].
As of February 29, 2000, the number of shares of common stock
outstanding was 2,722,685. As of such date, the aggregate market value of voting
stock held by nonaffiliates was approximately $12,801,000.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive annual proxy statement to be
filed within 120 days of the Registrant's fiscal year ended December 31, 1999
are incorporated by reference into Part III.
CENTURY BANCSHARES, INC.
FORM 10-K/A
(Amendment No. 1)
This Report on Form 10-K/A (Amendment No. 1) is filed by Century
Bancshares, Inc. (the "Registrant") for the sole purpose of adding exhibit
no. 23 to the Report on Form 10-K for the year ended December 31, 1999
previously filed by the Registrant.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The Following Documents are Filed as Part of this Report:
3. Exhibits
2.1 Purchase and Assumption Agreement dated July 24, 1997 by and
between Century Bancshares, Inc. and Eastern American Bank,
FSB (incorporated by reference to Exhibit No. 10.12 filed as
part of the Registration Statement on Form S-1 (Registration
No. 333-34057) of Century Bancshares, Inc.)
2.2 Amendment No. 1 dated August 14, 1997 to Purchase and
Assumption Agreement dated July 24, 1997 between Century
Bancshares, Inc. and Eastern American Bank, FSB (incorporated
by reference to Exhibit No. 10.13 filed as part of the
Registration Statement on Form S-1 (Registration No.
333-34057) of Century Bancshares, Inc.)
2.3 Amendment No. 2 dated October 10, 1997 to Purchase and
Assumption Agreement dated July 24, 1997 between Century
Bancshares, Inc. and Eastern American Bank, FSB (incorporated
by reference to Exhibit No. 2.3 filed as part of the Current
Report on Form 8-K dated October 10, 1997 of Century
Bancshares, Inc.)
3.1 Certificate of Incorporation, as amended of the Company.
(Incorporated by reference from Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-14417)).
3.2 Bylaws of the Company. (Incorporated by reference from Exhibit
3.2 of the Registrant's Registration Statement on Form S-1
(Registration No. 333-14417)).
3.3 Articles of Association of the Bank. (Incorporated by
reference from Exhibit 3.3 of the Registrant's Registration
Statement on Form S-1 (Registration No. 333-14417)).
3.4* Certificate of Amendment of Certificate of Incorporation of
Century Bancshares, Inc. dated July 24, 1997.
4.1 Form of Common Stock certificate. (Incorporated by reference
from Exhibit 4.2 of the Registrant's Registration Statement on
Form S-1 (Registration No. 333-14417)).
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<PAGE>
10.1 Century Bancshares, Inc. 1994 Stock Option Plan. (Incorporated
by reference from Exhibit 10.1 of the Registrant's
Registration Statement on Form S-1
(Registration No. 333-14417)).
10.2 Incentive Stock Option Plan for Key Employees, as amended.
(Incorporated by reference from Exhibit 10.2 of the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-14417)).
10.3 Nonqualified Stock Option Plan for Key Employees, as amended.
(Incorporated by reference from Exhibit 10.3 of the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-14417)).
10.4 Nonqualified Stock Option Plan for Directors, as amended.
(Incorporated by reference from Exhibit 10.4 of the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-14417)).
10.5 Form of Director Compensation Agreement between the Company
and its directors. (Incorporated by reference from Exhibit
10.5 of the Registrant's Registration Statement on Form S-1
(Registration No. 333-14417)).
10.6 Form of Indemnity Agreement between Company and the persons
named therein. (Incorporated by reference from Exhibit 10.6 of
the Registrant's Registration Statement on Form S-1
(Registration No. 333-14417)).
10.7 Employment Agreement dated September 1, 1996, between the
Company and Mr. Joseph S. Bracewell. (Incorporated by
reference from Exhibit 10.7 of the Registrant's Registration
Statement on Form S-1 (Registration No. 333-14417)).
10.8 Amendment dated March 1, 1998, of the employment agreement
dated September 1, 1996, between the Company and the Bank and
Mr. Joseph S. Bracewell. (Incorporated by reference to Exhibit
10.16 to the Company's Annual Report on Form 10-K for the
period ended December 31, 1998.)
10.9 Amendment dated March 31, 1999, of the employment agreement
dated September 1, 1996, between the Company and the Bank and
Mr. Joseph S. Bracewell. (Incorporated by reference to Exhibit
10.17 to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1999.)
10.10 Lease Agreement dated January 3, 1995, between the Bank and
Pennsylvania Building Associates. (Incorporated by reference
from Exhibit 10.8 of the Registrant's Registration Statement
on Form S-1 (Registration No. 333-14417)).
10.11 Lease and Services Agreement dated November 17, 1995, between
ALLIANCE Greensboro, L.P., a Delaware limited partnership
d/b/a/ ALLIANCE Business Centers, and the Bank. (Incorporated
by reference from Exhibit 10.9 of the Registrant's
Registration Statement on Form S-1 (Registration No.
333-14417)).
10.12 Retail Lease dated January 14, 1982, between the Square 106
Associates and the Bank, as amended on March 14, 1984,
December 18, 1991, February 12, 1992, October 27, 1995, and
June 1, 1996. (Incorporated by reference from Exhibit 10.10 of
the Registrant's Registration Statement on Form S-1
(Registration No. 333-14417)).
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<PAGE>
10.13 Sublease Agreement, dated May 1, 1992, between the Company and
the Bank. (Incorporated by reference from Exhibit 10.11 of the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-14417)).
10.14 Sublease Agreement dated November 1996, effective as of
February 1, 1997, by and between Chevy Chase Bank, F.S.B., and
Century National Bank. (Incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996).
10.15 Lease Agreement dated July 23, 1993, by and between McLean
Poplar Partners and Eastern American Bank, F.S.B which was
assumed by Century National Bank under the Purchase and
Assumption Agreement (dated July 24, 1997 and noted in 2.1
above).
10.16 Lease Agreement dated September 30, 1997, by and between The
Life Underwriter Training Council and Century National Bank.
(Incorporated by reference to Exhibit 10.14 to the Company's
Annual Report on Form 10-K for the period ended December 31,
1998.)
10.17 Century Directors' Trust established June 24, 1998, by the
Company and the Bank for the benefit of the directors of the
Company and the Bank. (Incorporated by reference to Exhibit
10.15 to the Company's Annual Report on Form 10-K for the
period ended December 31, 1998.)
11* Statement regarding computation of per share earnings.
21* Subsidiaries of the Registrant.
23** Consent of Independent Auditors concerning incorporation by
reference in the Registrant's Registration Statement on Form
S-8 (Registration No. 333-38127).
24* Powers of Attorney from certain of the directors of Century
Bancshares, Inc. whose signatures are to be affixed to this
Form 10-K for the year ended December 31, 1999.
27* Financial Data Schedule.
- ---------------
*Previously filed.
**Filed herewith.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
CENTURY BANCSHARES, INC.
(Registrant)
By: /s/ JOSEPH S. BRACEWELL
----------------------------
Joseph S. Bracewell
Chairman of the Board, President
and Chief Executive Officer
By: /s/ CHARLES V. JOYCE III
-----------------------------
Charles V. Joyce III
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: April 4, 2000
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, this report has been signed below by the
following persons on behalf of the Registrant in the capacities indicated, on
the 4th day of April, 2000.
/s/ JOSEPH S. BRACEWELL Chairman of the Board, President
- ----------------------------------- and Chief Executive Officer
Joseph S. Bracewell
* Director
- -----------------------------------
*George Contis
* Director
- -----------------------------------
*John R. Cope
* Director
- -----------------------------------
*Bernard J. Cravath
* Director
- -----------------------------------
*Neal R. Gross
* Director
- -----------------------------------
*William McKee
* Director
- -----------------------------------
*William C. Oldaker
*By: /s/ JOSEPH S. BRACEWELL
- -----------------------------------------
Attorney-in-Fact
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<PAGE>
Index to Exhibits
Exhibit No. Description
- --------------------------------------------------------------------------------
2.1 Purchase and Assumption Agreement dated July 24, 1997 by and
between Century Bancshares, Inc. and Eastern American Bank,
FSB (incorporated by reference to Exhibit No. 10.12 filed as
part of the Registration Statement on Form S-1 (Registration
No. 333-34057) of Century Bancshares, Inc.)
2.2 Amendment No. 1 dated August 14, 1997 to Purchase and
Assumption Agreement dated July 24, 1997 between Century
Bancshares, Inc. and Eastern American Bank, FSB (incorporated
by reference to Exhibit No. 10.13 filed as part of the
Registration Statement on Form S-1 (Registration No.
333-34057) of Century Bancshares, Inc.)
2.3 Amendment No. 2 dated October 10, 1997 to Purchase and
Assumption Agreement dated July 24, 1997 between Century
Bancshares, Inc. and Eastern American Bank, FSB (incorporated
by reference to Exhibit No. 2.3 filed as part of the Current
Report on Form 8-K dated October 10, 1997 of Century
Bancshares, Inc.)
3.1 Certificate of Incorporation, as amended of the Company.
(Incorporated by reference from Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-14417)).
3.2 Bylaws of the Company. (Incorporated by reference from Exhibit
3.2 of the Registrant's Registration Statement on Form S-1
(Registration No. 333-14417)).
3.3 Articles of Association of the Bank. (Incorporated by
reference from Exhibit 3.3 of the Registrant's Registration
Statement on Form S-1 (Registration No. 333-14417)).
3.4* Certificate of Amendment of Certificate of Incorporation of
Century Bancshares, Inc. dated July 24, 1997.
4.1 Form of Common Stock certificate. (Incorporated by reference
from Exhibit 4.2 of the Registrant's Registration Statement on
Form S-1 (Registration No. 333-14417)).
10.1 Century Bancshares, Inc. 1994 Stock Option Plan. (Incorporated
by reference from Exhibit 10.1 of the Registrant's
Registration Statement on Form S-1
(Registration No. 333-14417)).
10.2 Incentive Stock Option Plan for Key Employees, as amended.
(Incorporated by reference from Exhibit 10.2 of the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-14417)).
10.3 Nonqualified Stock Option Plan for Key Employees, as amended.
(Incorporated by reference from Exhibit 10.3 of the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-14417)).
10.4 Nonqualified Stock Option Plan for Directors, as amended.
(Incorporated by reference from Exhibit 10.4 of the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-14417)).
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<PAGE>
10.5 Form of Director Compensation Agreement between the Company
and its directors. (Incorporated by reference from Exhibit
10.5 of the Registrant's Registration Statement on Form S-1
(Registration No. 333-14417)).
10.6 Form of Indemnity Agreement between Company and the persons
named therein. (Incorporated by reference from Exhibit 10.6
of the Registrant's Registration Statement on Form S-1
(Registration No. 333-14417)).
10.7 Employment Agreement dated September 1, 1996, between the
Company and Mr. Joseph S. Bracewell. (Incorporated by
reference from Exhibit 10.7 of the Registrant's Registration
Statement on Form S-1 (Registration No. 333-14417)).
10.8 Amendment dated March 1, 1998, of the employment agreement
dated September 1, 1996, between the Company and the Bank and
Mr. Joseph S. Bracewell. (Incorporated by reference to Exhibit
10.16 to the Company's Annual Report on Form 10-K for the
period ended December 31, 1998.)
10.9 Amendment dated March 31, 1999, of the employment agreement
dated September 1, 1996, between the Company and the Bank and
Mr. Joseph S. Bracewell. (Incorporated by reference to Exhibit
10.17 to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1999.)
10.10 Lease Agreement dated January 3, 1995, between the Bank and
Pennsylvania Building Associates. (Incorporated by reference
from Exhibit 10.8 of the Registrant's Registration Statement
on Form S-1 (Registration No. 333-14417)).
10.11 Lease and Services Agreement dated November 17, 1995, between
ALLIANCE Greensboro, L.P., a Delaware limited partnership
d/b/a/ ALLIANCE Business Centers, and the Bank. (Incorporated
by reference from Exhibit 10.9 of the Registrant's
Registration Statement on Form S-1 (Registration No.
333-14417)).
10.12 Retail Lease dated January 14, 1982, between the Square 106
Associates and the Bank, as amended on March 14, 1984,
December 18, 1991, February 12, 1992, October 27, 1995, and
June 1, 1996. (Incorporated by reference from Exhibit 10.10 of
the Registrant's Registration Statement on Form S-1
(Registration No. 333-14417)).
10.13 Sublease Agreement, dated May 1, 1992, between the Company and
the Bank. (Incorporated by reference from Exhibit 10.11 of the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-14417)).
10.14 Sublease Agreement dated November 1996, effective as of
February 1, 1997, by and between Chevy Chase Bank, F.S.B., and
Century National Bank. (Incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996).
10.15 Lease Agreement dated July 23, 1993, by and between McLean
Poplar Partners and Eastern American Bank, F.S.B which was
assumed by Century National Bank under the Purchase and
Assumption Agreement (dated July 24, 1997 and noted in 2.1
above).
-7-
<PAGE>
10.16 Lease Agreement dated September 30, 1997, by and between The
Life Underwriter Training Council and Century National Bank.
(Incorporated by reference to Exhibit 10.14 to the Company's
Annual Report on Form 10-K for the period ended December 31,
1998.)
10.17 Century Directors' Trust established June 24, 1998, by the
Company and the Bank for the benefit of the directors of the
Company and the Bank. (Incorporated by reference to Exhibit
10.15 to the Company's Annual Report on Form 10-K for the
period ended December 31, 1998.)
11* Statement regarding computation of per share earnings.
21* Subsidiaries of the Registrant.
23** Consent of Independent Auditors concerning incorporation by
reference in the Registrant's Registration Statement on Form
S-8 (Registration No. 333-38127).
24* Powers of Attorney from certain of the directors of Century
Bancshares, Inc. whose signatures are to be affixed to this
Form 10-K for the year ended December 31, 1999.
27* Financial Data Schedule.
- ---------------
*Previously filed.
**Filed herewith.
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<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Century Bancshares, Inc.:
We consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-38127) of Century Bancshares, Inc. of our report
dated February 18, 2000 relating to the consolidated balance sheets of Century
Bancshares, Inc. and subsidiaries as of December 31, 1999 and 1998, and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the years in the three-year period ended December 31, 1999, which
report appears in the December 31, 1999 annual report on Form 10-K of Century
Bancshares, Inc.
/s/ KPMG LLP
McLean, VA
April 4, 2000
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