<PAGE>
<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1996
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 33-14391
-------------------------------
BANCALABAMA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
63-0945419
(I.R.S. Employer Identification No.)
P.O. BOX 293
HUNTSVILLE, ALABAMA 35804
(Address and Zip Code of principal executive offices)
(205)533-5548
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year
of registrant, if changed since last report)
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 / /
The number of shares outstanding of each of the issuer's classes of common
stock was 703,122 shares of common stock, par value $1.00, at June 30, 1996.
<PAGE>
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<TABLE>
<CAPTION>
BANCALABAMA, INC., AND SUBSIDIARY
FORM 10-Q
INDEX
PAGE NUMBER
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1996 and 3
December 31, 1995
Consolidated Statements of Operations for the Six Months 5
Ended June 30, 1996 and 1995
Consolidated Statements of Operations for the Three Months 6
Ended June 30, 1996 and 1995
Consolidated Statements of Cash Flows for the Six Months 7
Ended June 30, 1996 and 1995
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
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<TABLE>
<CAPTION>
BANCALABAMA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
ASSETS
Cash and Due from Banks $ 4,482,693 $ 8,214,751
----------- -----------
Earning Assets
Federal Funds Sold $ 3,685,000 $ 3,247,000
Securities Available-for-Sale, at market value, cost of
$23,272,552 and $21,170,268 in 1996 and 1995, respectively 22,402,152 21,232,516
Loans 63,028,733 60,496,094
Less: Allowance for loan losses (569,776) (594,095)
----------- -----------
Net Loans $62,458,957 $59,901,999
----------- -----------
Total Earning Assets $88,546,109 $84,381,515
Bank Premises and Equipment, net 4,077,270 3,958,489
Accrued Interest Receivable 1,091,241 1,045,517
Other Real Estate and Other Loan Assets 720,070 194,000
Deferred Income Tax Benefit - 8,000
Other Assets 483,636 144,407
----------- -----------
Total Assets $99,401,019 $97,946,679
=========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
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<TABLE>
<CAPTION>
BANCALABAMA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits and Interest Bearing Liabilities
Noninterest Bearing Demand Deposits $15,333,042 $14,820,619
Interest Bearing Demand Deposits 25,348,607 30,737,673
Savings deposits 3,118,690 2,593,495
Time deposits of $100,000 and over 13,696,120 11,738,312
Other time deposits 33,338,020 29,311,778
----------- -----------
Total Deposits $90,834,479 $89,201,877
Federal Funds Purchased - -
Debt 811,400 856,701
----------- -----------
Total Deposits and Interest Bearing Liabilities $91,645,789 $90,058,578
Deferred Income Taxes Payable - 159,898
Accrued Expenses and Other Liabilities 782,242 609,181
----------- -----------
Total Liabilities $92,428,121 $90,827,657
----------- -----------
Stockholders' Equity
Preferred Stock, par value $1.00 per share, 500,000 authorized,
no shares issued and outstanding
Common Stock, par value $1.00 per share, 2,000,000 shares authorized, $ - $ -
and 703,122 and 613,122 shares issued and outstanding at
June 30, 1996 and December 31, 1995, respectively 703,122 693,122
Additional Paid-in Capital 6,334,025 6,234,025
Unrealized Gain (Loss) on Securities Available-for-Sale, net (557,400) 37,048
Retained Earnings 493,151 154,827
----------- ----------
Total Stockholders' Equity $ 6,972,898 $ 7,119,022
----------- -----------
Total Liabilities and Stockholders' Equity $99,401,019 $97,946,679
=========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
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<TABLE>
<CAPTION>
BANCALABAMA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 and 1995
(Unaudited)
1996 1995
---------- ----------
<S> <C> <C>
Revenue from Earning Assets
Interest income and fees earned on loans $3,357,172 $2,797,322
Interest earned on securities 761,099 349,231
Interest earned on federal funds sold 80,073 83,761
---------- ----------
Total Revenue from Earning Assets $4,198,344 $3,230,314
Interest Expense
Interest on deposits $1,900,779 $1,325,258
Interest on federal funds purchased 3,624 3,384
Interest on long-term debt 34,497 44,754
---------- ----------
Total Interest Expense $1,938,900 $1,373,396
---------- ----------
Net Interest Income $2,259,444 $1,856,918
Provision for Loan Losses 119,000 150,000
---------- ----------
Net Interest Income After Provision for Loan Losses $2,140,444 $1,706,918
Noninterest Income
Service charges, net of refunds $ 431,580 $ 406,915
Gain on sales of other real estate and other loan assets, net 21 33,696
Gains on sale of loans 5,107 17,398
Gains (Losses) on sales of securities, net 2,500 (11,029)
Other noninterest income 41,375 32,984
---------- ----------
Total Noninterest Income $ 480,583 $ 479,964
Noninterest Expense
Salaries and employee benefits $1,030,422 $ 831,877
Occupancy expenses 238,472 220,915
Other noninterest expenses 805,254 820,731
---------- ----------
Total Noninterest Expense $2,074,148 $1,873,523
---------- ----------
Income before Provision for Income Taxes $ 546,879 $ 313,359
Provision for Income Taxes 208,555 107,100
---------- ----------
Net Income $ 338,324 $ 206,259
========== ==========
Earnings per share $.48 $.34
========== ==========
Weighted average shares outstanding 702,627 613,122
========== ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
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<TABLE>
<CAPTION>
BANCALABAMA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1996 and 1995
(Unaudited)
1996 1995
---------- ----------
<S> <C> <C>
Revenue from Earning Assets
Interest income and fees earned on loans $1,681,084 $1,485,779
Interest earned on securities 380,054 194,419
Interest earned on federal funds sold 43,786 49,015
---------- ----------
Total Revenue from Earning Assets $2,104,924 $1,729,213
Interest Expense
Interest on deposits $ 959,647 $ 725,461
Interest on federal funds purchased 588 680
Interest on debt 16,929 22,542
---------- ----------
Total Interest Expense $ 977,164 $ 748,683
---------- ----------
Net Interest Income $1,127,760 $ 980,530
Provision for Loan Losses 60,000 60,000
---------- ----------
Net Interest Income After Provision for Loan Losses $1,067,760 $ 920,530
Noninterest Income
Service charges, net of refunds $ 219,481 $ 204,981
Loss on sales of other real estate and other loan assets, net - (6,734)
Gains on sale of loans - 17,398
Gains on sales of securities, net - 81
Other noninterest income 24,697 15,118
---------- ----------
Total Noninterest Income $ 244,178 $ 230,844
Noninterest Expense
Salaries and employee benefits $ 526,226 $ 416,414
Occupancy expenses 117,160 111,280
Other noninterest expenses 452,718 424,324
---------- ----------
Total Noninterest Expense $1,096,104 $ 952,018
---------- ----------
Income before Provision for Income Taxes $ 215,834 $ 199,356
Provision for Income Taxes 90,255 55,000
---------- ----------
Net Income $ 125,579 $ 144,356
========== ==========
Earnings per share $.18 $.24
========== ==========
Weighted average shares outstanding 703,122 613,122
========== ==========
</TABLE>
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<PAGE>7
<TABLE>
<CAPTION>
BANCALABAMA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)
1996 1995
------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 338,324 $ 206,259
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for loan losses 119,000 150,000
Depreciation 195,322 152,323
Provision for deferred income taxes - 50,000
Net discount accretion on securities (11,777) -
(Gains) losses on sales of securities, net (2,500) 11,029
Gains on sales of loans (5,107) (17,398)
Gains on sales of other real estate and other loan assets, net (21) (33,696)
Decrease (increase) in assets:
Accrued interest receivable (45,724) (162,376)
Other assets (18,229) 169,707
Increase in liabilities:
Accrued expenses and other liabilities 43,470 182,586
------------- ------------
Net cash provided by operating activities $ 612,758 $ 708,434
Cash flows from investing activities:
Proceeds from the sales of securities $ 1,002,500 $ 4,835,984
Proceeds from the maturities of securities 4,000,000 -
Proceeds from the sales of loans - 492,213
Proceeds from sales of other real estate and other loan assets, net 40,375 206,188
Purchase of securities (7,090,507) (9,649,379)
Loans made to customers and acquired loans in excess of principal
collected on loans (3,242,382) (7,421,355)
Purchases of bank premises and equipment (314,103) (257,720)
------------- ------------
Net cash used in investing activities $ (5,604,117) $(11,794,069)
Cash flows from financing activities:
Net proceeds from certificates of deposit $ 5,984,050 $ 10,825,024
(Decrease) increase in demand deposits and savings accounts (4,351,448) 9,326,161
Decrease in federal funds purchased - (2,980,000)
Principal payments on long-term debt (45,301) (35,283)
Proceeds from the issuance of common stock 110,000 -
------------- ------------
Net cash provided by financing activities $ 1,697,301 $ 17,135,902
------------- ------------
Net (Decrease) Increase in Cash and Cash Equivalents $ (3,294,058) $ 6,050,267
Cash and Cash Equivalents - Beginning of Period 11,461,751 5,096,029
------------- ------------
Cash and Cash Equivalents - End of Period $ 8,167,693 $ 11,146,296
============= ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
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<PAGE>8
BANCALABAMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 1996
(Unaudited)
Note 1 - Summary of Significant Accounting Policies
In the opinion of Management, the accompanying unaudited consolidated finan-
cial statements contain all adjustments necessary for the fair presentation
of the financial position and results of operations of BancAlabama, Inc.
(the "Company").
The accounting policies followed by the Company are set forth in Note 1 of the
Company's financial statements contained in the Annual Report to
shareholders for the year ended December 31, 1995, which should be read in
conjunction with these interim financial statements.
Certain prior period amounts have been reclassified to conform with the
June 30, 1996 presentation.
Note 2
The results of operations for the three and six months ended June 30, 1996 and
1995 are not necessarily indicative of the results to be expected for the
full year or any other interim period.
Note 3 - Subsequent Event
On April 26, 1996, the Company and Union Planters Corporation of Memphis,
Tennessee ("UPC") executed a definitive merger agreement which calls for the
acquisition of the Company by UPC. Each outstanding share of the Company's
common stock would be exchanged for .5907 of a share of UPC common stock.
Consummation of the transaction is subject to approval by the Company's
shareholders and by regulatory authorities, among other conditions. The
transaction is expected to be completed during the fourth quarter of 1996.
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<PAGE>9
BANCALABAMA, INC., AND SUBSIDIARY
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
On April 26, 1996, the Company and Union Planters Corporation of Memphis,
Tennessee ("UPC") executed a definitive merger agreement which calls for the
acquisition of the Company by UPC. Each outstanding share of the Company's
common stock would be exchanged for a .5907% share of UPC common stock. At
June 30, 1996, there was 703,122 shares of the Company's common stock
outstanding. Consummation of the transaction is subject to approval by the
Company's shareholders and by regulatory authorities, among other conditions.
The transaction is expected to be completed during the fourth quarter of 1996.
RESULTS OF OPERATIONS
For the first six months of 1996, the Company reported net income of
$338,324, or $.48 per share, compared to net income of $206,259, or $.34 per
share, for the first six months of 1995. For the quarter ended June 30, 1996,
the Company reported net income of $125,579, or $.18 per share, compared to net
to net income of $144,356, or $.24 per share, for the quarter ended June 30,
1995.
The increase in net income for the first six months of 1996, as compared to
1995, is attributable to increased net interest income and a lower provision for
loan losses. These improvements were partially offset by higher noninterest
expense and an increase in the provision for income taxes attributable to the
higher level of income. These same changes occurred during the quarter ended
June 30, 1996, as compared to the quarter ended June 30, 1995, except for a
comparable provision for loan losses and a larger increase in noninterest
expense, attributable to salary and employee benefits and other noninterest
expenses.
The Company's net interest income for the first six months of 1996
increased by $402,526, or 22% as compared to the first six months of 1995. The
increase resulted from the additional income on the interest rate spread from
the higher average balance in deposits which were utilized to increase interest
earning assets. Interest income and fees on loans increased 20% from the first
six months of 1995 to the first six months of 1996, while interest income on
securities increased 118% during the same period. Interest expense on deposits
increased 43% from the first six months of 1995 to the first six months of 1996,
while interest expense on debt decreased 23% for the same period.
The average balance of securities increased 97% from the first six months
of 1995 to the first six months of 1996, while the average balance of loans also
increased 26% for the same period. The average balance of interest bearing
liabilities increased 32% from the first six months of 1995 to the first six
months of 1996.
The increase in deposits during the previous year is primarily the result
of Management's efforts to attract additional deposits to the Bank through
expanding relationships with existing customers and establishing relationships
with new customers. Competitive rates were offered on interest bearing
deposits, resulting in the large increase in time deposits. The Bank also
offered new and innovative products which attracted the attention of depositors
and contributed to the increase in deposits during the previous year. This
increase in deposits resulted in greater liquidity with which to increase the
balance of loans, to purchase additional securities, and to increase the balance
of federal funds sold. This has contributed to the increase in net interest
income.
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Net interest income for the second quarter of 1996 was $1,127,760,
compared to $980,530 for the second quarter of 1995. The changes in net
interest income for the second quarter are comparable to the changes in net
interest income for the first six months from year-to-year.
Noninterest income during the first six months of 1996 was approximately
equal to noninterest income for the first half of 1995. Increases in service
charge income, gains on sales of securities and other noninterest income were
offset by decreases from gains on sales of other real estate and other loan
assets and gains on sales of loans. The decrease in gains on sales of other
real estate and other loan assets results substantially from the sale of one
parcel of other real estate during the first quarter of 1995, which accounted
for almost the entire gain reported in the first six months of 1995. The
reasons for the increase in noninterest income for the second quarter of 1996,
from the second quarter of 1995, are comparable to the changes presented for the
six month period from year-to-year.
Noninterest expense increased 11% during the first six months of 1996,
compared to the first six months of 1995. Salary and employee benefits
continued at a level higher than the prior year primarily due to increased
levels of staffing associated with the expansion of the real estate division in
December 1995 and the opening of the Big Cove branch in January 1996. Occupancy
expenses increased due to the opening of the Big Cove branch and the temporary
relocation of the Logan Drive branch due to a supermarket remodeling. These
increases were offset by a decrease in other noninterest expenses. The most
significant component of the reduction is a decrease in Federal Deposit
Insurance Corporation insurance premiums, which was originally implemented
during the third quarter of 1995. While a reduction in legal fees during the
first quarter of 1996 also contributed to lower other noninterest expenses,
legal and professional fees primarily associated with the proposed merger with
UPC, resulted in an increase in other noninterest expenses during the second
quarter of 1996, as compared to the second quarter of 1995.
The Company recorded a provision for income taxes of $208,555 for the first
six months of 1996, compared to a provision of $107,100 for the first half of
1995. The increase in the provision results from the increase in income before
taxes.
FINANCIAL CONDITION
The total assets of the Company increased $1,454,340, or 1.5%, from
$97,946,679 at December 31, 1995 to $99,401,019 at June 30, 1996. On a
consolidated basis, cash was used in investing activities with a significantly
lesser amount provided by operating and financing activities. As presented in
the consolidated statement of cash flows, proceeds from sales and maturities of
securities, as well as net proceeds from certificates of deposit, and the
issuance of common stock were used for purchases of securities, to make loans,
and for the purchases of bank premises and equipment. Significantly smaller
proceeds resulted from the sales of other real estate and other loan assets, as
well as smaller amounts used in principal payments on debt. Bank premises and
equipment increased as a result of the completion of the Big Cove branch and the
build-out of the second floor at the Main Office. The balance of other real
estate and other loan assets increased as a result of the transfer of properties
from nonaccrual loans which the Bank obtained through foreclosure.
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The amortized cost and estimated market values of securities available-for-
sale as of June 30, 1996 were as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Market Value
---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. Government corporations and agencies $22,882,576 $ 563 $(871,081) $22,012,058
Obligations of states and political
subdivisions 12,420 2,569 - 14,989
Mortgage-backed securities 377,556 - (2,451) 375,105
----------- -------- ---------- -----------
Total $23,272,552 $ 3,132 $(873,532) $22,402,152
=========== ======== ========== ===========
</TABLE>
NON-PERFORMING ASSETS
Non-performing assets include non-accrual loans, accruing loans
contractually past due 90 days or more, restructured loans, other real
estate and repossessed assets. Non-performing assets increased during the
first six months of 1996 from a December 31, 1995 balance of $931,000 to a June
30, 1996 balance of $1,180,000. The following table sets forth non- performing
assets of the Company:
<TABLE>
<CAPTION>
June 30, 1996 March 31, 1996 December 31, 1995
-------------- -------------- -----------------
<S> <C> <C> <C>
Accruing loans past due 90 days or more $ 303,000 $ 224,000 $ 164,000
Non-Accrual loans 157,000 234,000 573,000
Restructured loans -(1) -(1) -(1)
Other real estate and other loan assets 720,000 544,000 194,000
---------- ---------- ----------
Total Non-Performing Assets $1,180,000 $1,002,000 $ 931,000
========== ========== ==========
</TABLE>
- ---------------
(1) Excludes restructured loans which were renegotiated at market
interest rates.
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<PAGE>12
As of June 30, 1996, the allowance for loan losses was $569,776, or .90% of
total loans, compared to $618,174, or .98% of total loans, at March 31, 1996,
and $594,095, or .98% of total loans, at December 31, 1995. In the first six
months of 1996, the Company made additional provisions to the allowance for loan
losses totalling $119,000 compared to a provision of $150,000 for the first six
months of 1995. Charge-offs for the first six months of 1996 totalled $187,000,
compared to charge-offs of $78,000 for the first six months of 1995. Recoveries
for the first six months of 1996 totalled $44,000, compared to recoveries of
$25,000 for the first six months of 1995.
The Company provided $60,000 to the allowance for loan losses in the second
quarter of 1996, compared to a provision of $60,000 in the second quarter of
1995. Charge-offs for the second quarter of 1996 totalled $141,000, compared
to charge-offs which totalled $41,000 for the second quarter of 1995.
Recoveries for the second quarter of 1996 totalled $33,000, compared to
recoveries of $5,000 for the second quarter of 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company continues to maintain adequate liquidity at June 30, 1996.
The Company's capital at June 30, 1996, was $6,972,898, or 7.01% of total
assets.
Bank holding companies are required to maintain certain levels of capital
that are a function of the level of risk of the Company's portfolio of
assets, including off-balance sheet exposures, in accordance with risk-
based capital guidelines approved by the Federal Reserve Board. The
following chart summarizes the applicable bank regulatory capital
requirements and the Bank's capital ratios at June 30, 1996:
BANK REGULATORY MINIMUM REGULATORY BANKALABAMA AT
CAPITAL REQUIREMENTS REQUIREMENT JUNE 30, 1996
- -------------------- ------------------ --------------
Tier 1 capital to risk-adjusted 4.00% 9.06%
assets
Total risk-based capital to risk- 8.00% 9.79%
adjusted assets
Tier 1 capital as a % of average 4.00% 7.19%
total assets
The Bank's capital exceeds the minimum risk-based guidelines adopted by
the Federal Reserve Board.
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<PAGE>13
BANCALABAMA, INC., AND SUBSIDIARY
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None.
Item 2. CHANGES IN SECURITIES
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 9, 1996, the Annual Meeting of the Shareholders of
BancAlabama, Inc. was held.
At such meeting, James E. Campbell, William R. Collins and Paul W.
Thompson were elected to the Board of Directors to serve until the
1999 Annual Meeting.
Browder & Associates, P.C., were ratified as the Company's
independent public accountants for the fiscal year ending December
31, 1996.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
See attached Exhibit Index.
(b) Reports on Form 8-K.
The Registrant filed a Current Report of Form 8-K, dated May
9, 1996, reporting, pursuant to Item 5 thereof, the execution
of a definitive merger agreement which calls for the acquisi-
tion of the Registrant by Union Planters Corporation.
<PAGE>
<PAGE>14
BANCALABAMA, INC., AND SUBSIDIARY
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BANCALABAMA, INC.
DATE: August 13, 1996 By: William R. Collins
--------------------------------
William R. Collins
Chief Executive Officer
DATE: August 13, 1996 By: Michael J. Williams
--------------------------------
Michael J. Williams
Chief Financial Officer
<PAGE>
<PAGE>15
EXHIBIT INDEX
-------------
Exhibit
Number Description and Method of Filing
- ------- --------------------------------
2.1 Agreement and Plan of Merger, dated as of April 26, 1996 by and
between Union Planters Corporation, BancAlabama, Inc., and BNF
Bancorp, Inc. - I
2.2 Stock Option Agreement, dated as of April 26, 1996, issued by
BancAlabama, Inc., to Union Planters Corporation - I
3.1 Registrant's Certificate of Incorporation, as amended - A
3.2 Amendment to Registrant's Certificate of Incorporation - F
3.3 Amended and Restated Bylaws of Registrant - A
10.1 Registrant's 1989 Incentive Stock Option Plan - B*
10.2 Registrant's 1989 Nonstatutory Stock Option Plan - C*
10.3 Nonstatutory Stock Option Agreement dated January 22, 1990,
granting William R. Collins an option to purchase 20,000 shares of
the Registrant's Common Stock - C*
10.4 Incentive Stock Option Agreement dated January 22, 1990, granting
William R. Collins an option to purchase 40,000 shares of the
Registrant's Common Stock - C*
10.5 Incentive Stock Option Agreement dated January 22, 1990, granting
Jean D. Snead an option to purchase 10,000 shares of the
Registrant's Common Stock - C*
10.6 Incentive Stock Option Agreement dated September 14,1992, granting
Robert F. Harwell, Jr., an option to purchase 10,000 shares of the
Registrant's Common Stock - D*
10.7 Nonstatutory Stock Option Agreement dated December 16, 1993,
granting Michael J. Williams, an option to purchase an aggregate of
10,000 shares of the Registrant's Common Stock - E*
10.8 Addendum to Registrant's 1989 Incentive Stock Option Plan - F*
10.9 Amendment Number One to Registrant's 1989 Nonstatutory Stock Option
Plan - F*
10.10 Cancellation of Incentive Stock Option Agreement between Registrant
and William R. Collins cancelling the Incentive Stock Option
Agreement dated January 22, 1990 - F*
10.11 Cancellation of Incentive Stock Option Agreement between Registrant
and Jean D. Snead cancelling the Incentive Stock Option Agreement
dated January 22, 1990 - F*
10.12 Cancellation of Incentive Stock Option Agreement between Registrant
and Robert F. Harwell, Jr., cancelling the Incentive Stock Option
Agreement dated September 14, 1992 - F*
<PAGE>
<PAGE>16
10.13 Nonstatutory Stock Option Agreement dated February 1, 1995,
granting William R. Collins an option to purchase 40,000 shares of
the Registrant's Common Stock - F*
10.14 Nonstatutory Stock Option Agreement dated February 1, 1995,
granting Jean D. Snead an option to purchase 10,000 shares of the
Registrant's Common Stock - F*
10.15 Nonstatutory Stock Option Agreement dated February 1, 1995,
granting Robert F. Harwell, Jr., an option to purchase 10,000
shares of the Registrant's Common Stock - F*
10.16 Amendment No. 1 to the Nonstatutory Stock Option Agreement with
William R. Collins dated January 22, 1990, reducing the exercise
price of such option from $11.75 per share to $10.00 per share - F*
10.17 Nonstatutory Stock Option Agreement dated July 17, 1995, granting
Steven R. Townson an option to purchase 25,000 shares of
Registrant's Common Stock - G*
10.18 Nonstatutory Stock Option Agreement dated December 1, 1995, granting
Robert C. DeNeefe an option to purchase an aggregate of 10,000 shares
of the Registrant's Common Stock - H*
10.19 Executive Benefit Agreement between BankAlabama-Huntsville and William
R. Collins dated March 22, 1996, effective January 3, 1995 - H*
27.1 Financial Data Schedule - J
99.1 Text of press release, dated April 29, 1996, issued by BancAlabama,
Inc. - I
- ----------
A Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1 under the Securities Act of
1933, File No. 33-14391.
B Incorporated by reference to exhibits filed with the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1989, under the Securities Exchange Act of 1934.
C Incorporated by reference to exhibits filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1989, under the Securities Exchange Act of 1934.
D Incorporated by reference to exhibits filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1992, under the Securities Exchange Act of 1934.
E Incorporated by reference to exhibits filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993, under the Securities Exchange Act of 1934.
F Incorporated by reference to exhibits filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994, under the Securities Exchange Act of 1934.
G Incorporated by reference to exhibits filed with the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1995, under the Securities Exchange Act of 1934.
<PAGE>
<PAGE>17
H Incorporated by reference to exhibits filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995, under the Securities Exchange Act of 1934.
I Incorporated by reference to exhibits filed with the Registrant's
Current Report on Form 8-K filed with the Commission on May 9,
1996, under the Securities Exchange Act of 1934.
J Filed herewith.
* Denotes management contract or compensatory plan or arrangement
required to be filed as an exhibit to this report.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the Form
10-Q for the quarterly period ended June 30, 1996 and interim financial
statements, and is qualified in its entirety by reference to such financial
information.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,482,693
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 3,685,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 23,272,552
<INVESTMENTS-MARKET> 22,402,152
<LOANS> 63,028,733
<ALLOWANCE> 569,776
<TOTAL-ASSETS> 99,401,019
<DEPOSITS> 90,834,479
<SHORT-TERM> 811,400
<LIABILITIES-OTHER> 782,242
<LONG-TERM> 0
0
0
<COMMON> 703,122
<OTHER-SE> 6,269,776
<TOTAL-LIABILITIES-AND-EQUITY> 99,401,019
<INTEREST-LOAN> 3,357,172
<INTEREST-INVEST> 761,099
<INTEREST-OTHER> 80,073
<INTEREST-TOTAL> 4,198,344
<INTEREST-DEPOSIT> 1,900,779
<INTEREST-EXPENSE> 1,938,900
<INTEREST-INCOME-NET> 2,259,444
<LOAN-LOSSES> 119,000
<SECURITIES-GAINS> 2,500
<EXPENSE-OTHER> 2,074,148
<INCOME-PRETAX> 546,879
<INCOME-PRE-EXTRAORDINARY> 546,879
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 338,824
<EPS-PRIMARY> .48
<EPS-DILUTED> .48
<YIELD-ACTUAL> 5.17
<LOANS-NON> 157,000
<LOANS-PAST> 303,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 121,027
<ALLOWANCE-OPEN> 594,095
<CHARGE-OFFS> 187,314
<RECOVERIES> 43,995
<ALLOWANCE-CLOSE> 569,776
<ALLOWANCE-DOMESTIC> 569,776
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
<PAGE>
