<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
[ ] 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: 033-18392
AMERICORP
CALIFORNIA NO. 77-0164985
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
304 East Main Street, Ventura, California 93001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 658-6633
-------------------------------------------------------------
(Former name or former address, 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 (of 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 [ ] No [ X ]
APPLICABLE ONLY TO CORPORATE ISSUERS
On November 30, 1998, there were 612,342 shares of Americorp Common Stock
outstanding.
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1
<PAGE>
AMERICORP AND SUBSIDIARY
SEPTEMBER 30, 1998
INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Item 1 - Financial Statements
Consolidated Condensed Balance Sheet at September 30, 1998 and
December 31, 1997. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Condensed Statement of Income for the three and nine
months ended September 30, 1998 and 1997 . . . . . . . . . . . . . . . . . . 4
Consolidated Condensed Statement of Changes in Shareholders' Equity from
January 1, 1996 through September 30, 1998 . . . . . . . . . . . . . . . . . 5
Consolidated Condensed Statement of Cash Flows for the nine months ended
September 30, 1998 and 1997. . . . . . . . . . . . . . . . . . . . . . . . . 6
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . 7
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 - 12
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>
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
AMERICORP AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
------------- ------------
<S> <C> <C>
Cash and Due From Bank $13,755 $11,462
Federal Funds Sold 20,200 5,900
Interest-Bearing Deposits 199 -
Investment Securities 21,573 25,113
Loans 82,554 84,446
Allowance for Loan Losses (1,045) (1,048)
------------- ------------
NET LOANS 81,509 83,398
Premises and Equipment 1,283 1,465
Other Real Estate Owned - 123
Investment in Partnerships - 2,550
Accrued Interest and Other Assets 4,338 4,201
------------- ------------
$142,857 $134,212
------------- ------------
------------- ------------
Noninterest-Bearing Deposits $36,977 $36,510
Interest-Bearing Deposits 90,864 83,458
------------- ------------
TOTAL DEPOSITS 127,841 119,968
Accrued Interest and Other Liabilities 2,901 2,893
------------- ------------
TOTAL LIABILITIES 130,742 122,861
Common Stock 603 586
Surplus 2,640 2,184
Retained Earnings 8,720 8,500
Unrealized Gain on Investments
Available-for-Sale, Net of Tax 152 81
------------- ------------
TOTAL SHAREHOLDERS' EQUITY 12,115 11,351
------------- ------------
$142,857 $134,212
------------- ------------
------------- ------------
</TABLE>
3
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
AMERICORP AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
-------------------------- -------------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Interest Income $2,617 $2,485 $7,855 $7,186
Interest Expense 749 694 2,176 2,032
--------- --------- --------- --------
Net Interest Income 1,868 1,791 5,679 5,154
Provision for Loan Losses - - 265 260
--------- --------- --------- --------
Net Interest Income after
Provision for Loan Losses 1,868 1,791 5,414 4,894
Noninterest Income 387 357 1,059 964
Noninterest Expense 2,085 1,753 5,535 4,741
--------- --------- --------- --------
Income before Taxes 170 395 938 1,117
Income Taxes 82 133 289 344
--------- --------- --------- --------
Net Income $ 88 $ 262 $ 649 $ 773
--------- --------- --------- --------
--------- --------- --------- --------
Per Share Data:
Net Income - Basic $ .15 $ 0.45 $ 1.09 $ 1.34
--------- --------- --------- ---------
--------- --------- --------- ---------
Net Income - Diluted $ .13 $ 0.39 $ 0.97 $ 1.16
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
4
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
AMERICORP AND SUBSIDIARY
UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Net
Unrealized
Appreciation
(Depreciation)
Common Shares on Available
----------------------- Retained for-Sale
Number Amount Surplus Earnings Securities Total
------- ------ ------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1996 567,490 567 $1,595 $8,365 $71 $10,598
Net Income 203 203
Dividends on Common (481) (481)
Options Exercised 14,496 15 337 352
Common Stock Retired (6,321) (6) (20) (154) (180)
Net Unrealized Depreciation
on Available-for Sale Securities (21) (21)
------- ------ ------- -------- ---------- --------
Balance at December 31, 1996 575,665 576 1,912 7,933 50 10,471
Net Income 1,103 1,103
Dividends on Common (487) (487)
Options Exercised 11,765 12 278 290
Common Stock Retired (1,912) (2) (6) (49) (57)
Net Unrealized Depreciation
on Available-for Sale Securities 31 31
------- ------ ------- -------- ---------- --------
Balance at December 31, 1997 585,518 586 2,184 8,500 81 11,351
Net Income 649 649
Options Exercised 19,707 19 463 482
Dividends on Common (375) (375)
Common Stock Retired (1,898) (2) (7) (54) (63)
Net Unrealized Appreciation
for Available-for-Sale Securities 71 71
------- ------ ------- -------- ---------- --------
Balance at September 30, 1998 603,327 603 $2,640 $8,720 $152 $12,115
------- ------ ------- -------- ---------- --------
------- ------ ------- -------- ---------- --------
</TABLE>
5
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
AMERICORP AND SUBSIDIARY
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
-------------------------
1998 1997
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 649 $ 773
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization 260 189
Provision for Loan Losses 265 260
Other Items - Net (58) (197)
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,116 1,025
INVESTING ACTIVITIES
Change in Interest-Bearing Deposits (199) -
Purchases of Investment Securities (1,502) (2,039)
Maturities and Sales of Investment Securities 5,042 6,671
Net Change in Loans 1,624 (12,451)
Purchase of Premises and Equipment (78) (322)
Distribution from Partnership 2,550 400
Other Items - Net 123 -
--------- ---------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES 7,560 (7,741)
FINANCING ACTIVITIES
Net Change in Deposits 7,873 3,667
Proceeds from Exercise of Options 482 118
Common Stock Retired (63) -
Dividends (375) (374)
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 7,917 3,411
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 16,593 (3,305)
Cash and Cash Equivalents at Beginning of Period 17,362 21,942
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $33,955 $18,637
--------- ---------
--------- ---------
</TABLE>
6
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
AMERICORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial information has been prepared in accordance with
the Securities and Exchange Commission rules and regulations for quarterly
reporting and therefore does not necessarily include all information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles. This information
should be read in conjunction with the Company's Form S-4 filed on November
2, 1998 (File No.: 333-63841).
Operating results for interim periods are not necessarily indicative of
operating results for an entire fiscal year. In the opinion of management,
the unaudited financial information for the three and nine month periods
ended September 30, 1998 and 1997, reflect all adjustments, consisting only
of normal recurring accruals and provisions, necessary for a fair
presentation thereof.
NOTE 2 - EARNINGS PER SHARE
Effective December 31, 1997, the Company adopted SFAS No. 128, "Earnings per
Share." Accordingly, basic earnings per share are computed by dividing
income available to common shareholders by the weighted average number of
common shares outstanding during each period. The computation of diluted
earnings per share also considers the number of shares issuable upon the
assumed exercise of outstanding common stock options. All earnings per
common share amounts presented have been restated in accordance with the
provisions of this statement.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INCOME SUMMARY
Americorp reported net earnings of $649,000 or $1.09 basic income per share
for the first nine months of 1998. This represents a 16.0% decrease over the
same period during 1997 when net earnings were $733,000 or $1.34 basic income
per share.
Americorp also reported net earnings of $88,000 or $0.15 basic income per
share for the quarter ended September 30, 1998. This represents a 66.4%
decrease in earnings over the same period during 1997 when net earnings were
$262,000 or a $0.45 basic income per share.
Annualized return on assets for the nine months ended September 30, 1998 was
0.64% compared with 0.81% for the same period in 1997. Annualized return on
equity for the nine months ended 1998 was 7.62% compared with 9.84% for the
same period during 1997.
Annualized return on assets for the quarter ended September 30, 1998 was
0.25% compared with 0.83% for the same period during 1997. Annualized return
on equity for the quarter ended September 30, 1998 was 2.96% compared with
9.78% for the same period during 1997.
Quarterly cash dividends of $0.21 per share were paid in January, April and
July of 1998 and 1997.
In July of 1998, the Directors of American Commercial Bank, the wholly owned
banking subsidiary of Americorp ("ACB"), approved the termination of the
Directors Deferred Compensation Plan. On the date of the termination, all
participating Directors became 100% vested in their retirement benefits. The
termination of the plan resulted in the incurring of additional liabilities
of $175,600. $95,260 is required to vest the participating Directors 100% in
their benefits and $80,400 was approved for additional benefits to cover the
estimated taxes the Directors will pay on the early termination of the Plan.
The termination of the Plan required the additional liabilities to be
recorded and expensed over the final six months of the calendar year 1998.
$87,600 was recognized during the quarter ended September 30, 1998.
In conjunction with a proposed transaction to have Channel Islands Bank merge
with and into ACB, Americorp has incurred and posted legal and professional
fee expenses specifically related to the merger. As of September 30, 1998, a
total of $106,000 have been recorded as a reduction to income.
NET INTEREST INCOME
Net interest income is the amount by which the interest and amortization of
fees generated from loans and other earning assets exceeds the cost of
funding those assets, usually deposit account interest expense. Net interest
income depends on the difference (the "interest rate spread") between gross
interest and fees earned on the loans and investment portfolios and the
interest rates paid on deposits and borrowings. Net interest income was
$5,679,000 for the nine months ended September 30, 1998, compared to
$5,154,000 for the nine months ended September 30, 1997. Net interest income
was $1,868,000 for the quarter ended September 30, 1998, compared to
$1,791,000 for the quarter ended September 30, 1997.
8
<PAGE>
Interest income grew $669,000 or 9.3% for the none months ended September 30,
1998 compared to the nine months ended September 30, 1997. The increased
interest income between these two periods is comprised of two key elements,
interest on loans and investments. Average outstanding loans for the nin
months ended September 30, 1998 and 1997 were $83,002,000 and $72,996,000,
respectively. This represents a $10,006,000 average increase. The yield on
loans for this period decreased from 10.07% to 9.94% or (0.13%). The
increase in average outstanding balance and decrease in yield resulted in an
overall increase in loan interest income totaling $672,000. Average
outstanding investments for the nine months ended September 30, 1998 and 1997
were $33,582,000 and $34,236,000, respectively. This represents a $(654,000)
average decrease. The yield on investments for this period decreased form
5.70% to 5.52% or (0.18%). The decrease in average outstanding balance and
consistent yield resulted in an overall decrease in investment interest
income totaling $(74,000). Total fees on loans increased during interim 1998
by $71,000.
Interest income grew $132,000 or 5.3% for the quarter ended September 30,
1998 compared to the quarter ended September 30, 1997. The increased
interest income between these two periods is comprised of two key elements,
interest on loans and investments. Average outstanding loans for the quarter
ended September 30, 1998 and 1997, were $83,436,000 and $77,389,000,
respectively. This represents a $6,047,000 average increase. The yield on
loans for this period decreased from 10.28% to 9.73% or (0.55%). The
increase in average outstanding balances and decrease in yield resulted in an
overall increase in loan interest income totaling $41,000. Average
outstanding investments for quarter ended September 30, 1998 and 1997, were
$37,802,000 and $31,744,000, respectively. This represents a $6,058,000
average increase. The yield on investments for this period increased from
5.39% to 5.45% or 0.06%. The decrease in average outstanding balance and
increase in yield resulted in an overall increase in investment interest
income totaling $88,000. Total fees on loans increased by $3,000 comparing
the 3rd quarter of 1998 to 1997.
Interest expense increased $144,000 or 7.1% for nine months ended September
30, 1998 compared to the nine months ended September 30, 1997. Average
outstanding interest bearing deposits for the nine months ended September 30,
1998 and 1997 were $87,213,000 and $82,994,000, respectively. This
represents a $4,219,000 average increase. The cost on these deposits for
this period increased from 3.26% to 3.32% or 0.06%. The increase in average
outstanding balances and increase in cost resulted in an overall increase to
interest expense for this period.
Interest expense increased $55,000 or 7.9% for quarter ended September 30,
1998 compared to the quarter ended September 30, 1997. Average outstanding
interest bearing deposits for the quarter ended September 30, 1998 and 1997
were $90,269,000 and $83,868,000, respectively. This represents a $6,401,000
average increase. The cost on these deposits for both periods was
approximately 3.31%. The increase in average outstanding balances therefore
resulted in an overall increase to interest expense for this period.
On March 26, 1997 the prime rate changed from 8.25% to 8.50% and remained
steady through September 30, 1998.
For the nine months ended September 30, 1998 and 1997 the average
loan-to-deposit ratio increased to 68.4% compared to 64.8%. As of September
30, 1998, the loan-to-deposit ratio was 64.9%.
For the quarter ended September 30, 1998 and 1997 the average loan-to-deposit
ratio decreased to 66.3% compared to 67.2%.
9
<PAGE>
PROVISION FOR LOAN LOSSES
Americorp did not make a contribution to the allowance for loan losses in the
third quarter of 1998. Management continues to believe that the allowance,
which stands at 1.29% of total loans at September 30, 1998, is adequate to
cover future losses. In September 1998, there were a number of distinct and
controllable factors that precluded the need to increase the allowance for
loan losses. Included in nonaccrual loans at September 30, 1998, are loans
totaling $956,000 that are in the process of being renewed or paid off from
other lenders and are secured by real property assets that provide adequate
collateralization.
Changes in the allowance for loan losses for the quarters ended September 30,
1998 and 1997 are as follows:
<TABLE>
<CAPTION>
Quarter Ended
September 30,
----------------------------
1998 1997
---------- ---------
<S> <C> <C>
Allowance, Beginning of Quarter $1,131,000 $ 938,000
Provision for Loan Losses -- --
Recoveries of Loans Previously 23,000 11,000
Loans Charged Off (91,000) (21,000)
---------- ---------
Allowance, End of Quarter $1,063,000 $ 928,000
---------- ---------
---------- ---------
</TABLE>
NON INTEREST INCOME
Non Interest Income represents deposit account services charges and other
types of non-loan related fee income. Non-interest income for the quarter
ended September 30, 1998 totaled $387,000 compared to $357,000 for the same
period ended 1997. This represents an increase of $30,000. The major
contributing factor to this difference is an overall increase continues to be
Real Estate brokering fees.
NON INTEREST EXPENSE
Non Interest Expenses represent salaries, occupancy expenses, professional
expenses, outside services and other miscellaneous expenses necessary to
conduct business. Non-interest expense for the quarter ended September 30,
1998 totaled $2,085,000 compared to $1,753,000 for the same period during
1997. This represents an increase of $332,000. The major contributing
factors to this difference are an overall increase in salaries of $94,000 due
to the changes that have taken place in upper management and full operations
of the Camarillo branch. The additional accrual for the aforementioned
termination of the Director Deferred Compensation Plan totaled $87,800.
Merger related expenses totaled $106,000. Occupancy expenses are up $20,000
due to the opening of the new branch and a significant increase in the Common
Area Maintenance charges for one branch and COL increases for another. Other
smaller items make up the balance of the remaining differences.
10
<PAGE>
BALANCE SHEET ANALYSIS
Total assets at September 30, 1998 totaled $142,857,000, up 8.6% from the
same period during 1997. Deposits have increased during this time period by
$9,890,000 or 8.4%. Other Assets decreased by $2,707,000. This decrease is
primarily due to the dissolution of the Bank's investments in certain
partnerships. These monies along with regular earnings have been used to
fund the increase in loans of $4,546,000 and securities and Fed Funds of
$9,646,000.
During the third quarter of 1998, total assets increased by $3,033,000 or
2.2%. Deposits have increased by $2,866,000 or 2.3%. Loans have decreased by
($1,565,000) or (1.9%). Cash and due from Banks has decreased by $5,463,000.
These monies have been used to fund Securities and Fed Funds which have
increased by $10,256,000 or 32.5%.
CAPITAL
Total shareholders equity at September 30, 1998 totaled $12,115,000, which
represented a 10.1% increase from $11,003,000 at September 30, 1997.
For all periods reviewed, the Company maintains capital ratios above the
Federal regulatory guidelines for a "well-capitalized" bank. The ratios are
as follows:
<TABLE>
<CAPTION>
Nine Months
Ended
September 30,
Required --------------------
Ratio 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Tier 1 Capital (to Average 4.00% 8.48% 8.38%
Tier 1 Capital (to Risk 4.00% 11.02% 10.29%
Total Captial (to Risk Weighted 8.00% 11.99% 11.16%
</TABLE>
LIQUIDITY
Management is not aware of any future capital expenditures or other
significant demands on commitments which would severely impair liquidity.
MARKET RISK
In Management's opinion there has not been a material change in Americorp's
market risk profile during the nine months ended September 30, 1998. Market
risk is the risk of loss in a financial instrument arising from adverse
changes in market prices and rates, foreign currency exchange rates,
commodity prices and equity prices. Americorp's market risk arises primarily
from interest rate risk inherent in its lending and deposit taking
activities. To that end, management actively monitors and manages its
inherent rate risk exposure. Americorp does not have any market risk
sensitive instruments acquired for trading purposes. Americorp manages its
interest rate sensitivity by matching the repricing opportunities on its
earning assets to those on its funding liabilities. Management uses various
asset/liability strategies to manage the repricing characteristics of its
assets and liabilities to ensure that exposure t interest rate fluctuations
is limited within Americorp guidelines of acceptable levels of risk-taking.
11
<PAGE>
At September 30, 1998, Americorp had $80.9 million of assets and $88.4
million of liabilities repricing within one year. Therefore, $74 million
more in interest rate sensitive liabilities than interest rate sensitive
assets will change to the then current rate (changes occur due to the
instruments being at a variable rate or because the maturity of the
instrument requires its replacement at the then current rate). Generally, if
rates were to fall during this period, interest expense would decline by a
greater amount than interest income and net income would increase.
Conversely, if rates were to rise, the reverse would apply, and Americorp's
net income would decrease. However, the recent decline in the prime rate
will reduce the Americorp's net interest income in the short run as asset
rates generally reprice faster than liability rates.
YEAR 2000 RISK
Americorp's operations are significantly dependent on a number of data
processing systems. Failure to anticipate and resolve potential problems
associated with the ability of these systems to process transactions and
information into the year 2000 could have a serious impact on Americorp's
operations. This could increase the level of operating losses and its
liability for improperly processed transactions.
In addition, a number of ACB's customers have operations that are dependent
on their data processing systems. The potential that some or all of these
customers will not properly prepare their systems for the problems associated
with the year 2000 could affect their ability to repay their loans with ACB
and as a consequence adversely affect the quality of the Americorp's loan
portfolio. Americorp's primary source of funds are from its customers'
deposits. Many of these customers' operations are dependent on their data
processing systems. Any adverse affects resulting from the year 2000 could
impact the level of these customers' deposits, which in turn could impact
Americorp's liquidity.
Americorp relies primarily on outside vendors to provide its data processing.
Americorp's management had obtained from each a written copy of their plans
to address solutions to potential problems resulting from the year 2000.
Americorp closely monitors each applicable vendor's progress toward those
solutions. In addition, Americorp's management is conducting third party
tests of all the software and hardware used by the Bank to ensure that these
systems will operate beyond the year 2000. Americorp's management will
correct or replace all data sensitive equipment and software that is
determined not to be Year 2000 compliant by the second quarter of 1999.
Americorp has developed a Year 2000 Contingency Plan. In the event the
contingency plan is invoked, contingency plan team members will participate
in the execution of the plan, ensuring business operations may continue.
Americorp has identified all its borrowers for which the year 2000 may pose a
significant credit risk. Each of these borrowers has been contacted and
their operations analyzed in an effort to quantify the potential risks in
Americorp's loan portfolio that might arise as a result of year 2000.
Americorp's management has also developed liquidity contingency plans to
provide for potential decreases in funding sourcing that might arise as a
result of the year 2000. Americorp's Management has projected that the total
cost of preparing for the year 2000 is $114,000.
12
<PAGE>
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Due to the nature of the banking business, ACB is at times party
to various legal actions; all such actions are of a routine nature
and arise in the normal course of business.
Item 2 - Changes in Securities
None
Item 3 - Defaults upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 6 - Exhibits and Reports on Form 8-K
A) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<S> <C>
2.1 Agreement to Merge and Plan of Reorganization, dated July 7,
1998, amended on September 17, 1998 - Appendix A of Joint
Proxy Statement/Prospectus*
4.1 Specimen Share Certificate for Common Stock*
10.1 Employment Agreement of Gerald J. Lukiewski*
10.2 1994 Stock Option Plan*
10.3 1998 Stock Options Plan - Appendix E of Joint Proxy[caad 214]
Statements/Prospectus*
10.4 ACB 401K Profit Sharing Plan*
10.5 Restated and Amended Senior Executives' Retirement Plan*
10.6 Restated and Amended Chief Executive Officer Retirement Plan*
10.7 Restated and Amended Directors Retirement Plan*
10.8 Data processing Agreement with Electronic Data Systems Corp.*
</TABLE>
* All documents listed are incorporated by reference and can be found in
the Registration Statement of the Company filed on Form S-4 File No.
333-63841.
B) Reports on Form 8-K
Form 8-K filed on December 4, 1998 regarding changes in certifying
accountant.
13
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICORP
Date: December 22, 1998 /s/ GERALD J. LUKIEWSKI
-----------------------
Gerald J. Lukiewski
President and
Chief Executive Officer
Date: December 22, 1998 /s/ KEITH J. SCIARILLO
-----------------------
Keith J. Sciarillo
Vice President and Chief Financial Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 13,755
<INT-BEARING-DEPOSITS> 199
<FED-FUNDS-SOLD> 20,200
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 11,719
<INVESTMENTS-CARRYING> 9,854
<INVESTMENTS-MARKET> 9,821
<LOANS> 82,554
<ALLOWANCE> 1,045
<TOTAL-ASSETS> 142,857
<DEPOSITS> 127,841
<SHORT-TERM> 0
<LIABILITIES-OTHER> 2,901
<LONG-TERM> 0
0
0
<COMMON> 603
<OTHER-SE> 11,512
<TOTAL-LIABILITIES-AND-EQUITY> 142,857
<INTEREST-LOAN> 6,451
<INTEREST-INVEST> 988
<INTEREST-OTHER> 416
<INTEREST-TOTAL> 7,855
<INTEREST-DEPOSIT> 2,176
<INTEREST-EXPENSE> 2,176
<INTEREST-INCOME-NET> 5,679
<LOAN-LOSSES> 265
<SECURITIES-GAINS> 1
<EXPENSE-OTHER> 5,535
<INCOME-PRETAX> 1,938
<INCOME-PRE-EXTRAORDINARY> 1,938
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 649
<EPS-PRIMARY> 1.34
<EPS-DILUTED> 1.16
<YIELD-ACTUAL> 6.49
<LOANS-NON> 2,665
<LOANS-PAST> 244
<LOANS-TROUBLED> 0
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<ALLOWANCE-OPEN> 1,048
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<RECOVERIES> 31
<ALLOWANCE-CLOSE> 1,045
<ALLOWANCE-DOMESTIC> 823
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 222
</TABLE>
