\
<PAGE>
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 March 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from . . . . . . . . . . . . . . .
Commission file number: 033-18392
AMERICORP
CALIFORNIA NO. 77-0164985
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
304 East Main Street, Ventura, California 93001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 658-6633
Not Applicable
(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 [ X ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
On May 7, 1999, there were 2,074,439 shares of Americorp Common Stock
outstanding.
<PAGE>
AMERICORP AND SUBSIDIARY
MARCH 31, 1999
INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Item 1 - Financial Statements
Consolidated Condensed Balance Sheet at March 31, 1999 and
December 31, 1998....................................................... 3
Consolidated Condensed Statement of Income for the three
months ended March 31, 1999 and 1998.................................... 4
Consolidated Condensed Statement of Changes in Shareholders' Equity from
January 1, 1997 through March 31, 1999.................................. 5
Consolidated Condensed Statement of Cash Flows for the three months ended
March 31, 1999 and 1998................................................. 6
Notes to Consolidated Financial Statements....................................... 7
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................... 9 - 12
Item 3 - Quantitative and Qualitative Disclosure About Market Risk........................ 12 - 13
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings................................................................ 14
Item 2 - Changes in Securities............................................................ 14
Item 3 - Defaults upon Senior Securities.................................................. 14
Item 4 - Submission of Matters to a Vote of Security Holders.............................. 14
Item 5 - Other Information................................................................ 14
Item 6 - Exhibits and Reports on Form 8-K................................................. 14
Signatures ............................................................................... 15
Exhibit Index ............................................................................ 16
</TABLE>
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
AMERICORP AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
--------- ---------
<S> <C> <C>
Cash and Due From Bank $ 19,238 $ 20,511
Federal Funds Sold 26,500 27,700
--------- ---------
Total Cash and Cash Equivalents 45,738 48,211
Interest-Bearing Deposits 496 595
Investment Securities 28,847 32,388
Loans 161,829 154,591
Allowance for Loan Losses (1,787) (1,953)
--------- ---------
NET LOANS 160,042 152,638
Premises and Equipment 2,110 2,202
Other Real Estate Owned 1,715 -
Cash Surrender Value of Life Insurance 2,586 2,492
Accrued Interest and Other Assets 5,485 3,199
--------- ---------
$ 247,019 $ 241,725
--------- ---------
--------- ---------
Noninterest-Bearing Deposits $ 71,515 $ 63,482
Interest-Bearing Deposits 152,509 154,239
--------- ---------
TOTAL DEPOSITS 224,024 217,721
Accrued Interest and Other Liabilities 2,133 3,608
--------- ---------
TOTAL LIABILITIES 226,157 221,329
Common Stock 1,036 1,026
Surplus 9,072 8,771
Retained Earnings 10,650 10,453
Accumulated Other Comprehensive Income 104 146
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 20,862 20,396
--------- ---------
$ 247,019 $ 241,725
--------- ---------
--------- ---------
</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
March 31,
----------------------
1999 1998
------ ------
<S> <C> <C>
Interest Income $4,515 $4,294
Interest Expense 1,218 1,210
------ ------
Net Interest Income 3,297 3,084
Provision for Loan Losses 180 225
------ ------
Net Interest Income after
Provision for Loan Losses 3,117 2,859
Noninterest Income 660 516
Noninterest Expense 2,970 2,914
------ ------
Income before Taxes 807 461
Income Taxes 307 156
------ ------
Net Income $ 500 $ 305
------ ------
------ ------
Per Share Data:
Net Income - Basic $ .24 $ .15
------ ------
------ ------
Net Income - Diluted $ .23 $ .14
------ ------
------ ------
</TABLE>
4
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
AMERICORP AND SUBSIDIARY
UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Common Stock Accumulated
-------------------- Other
Number of Comprehensive Retained Comprehensive
Shares Amount Surplus Income Earnings Income
--------- ------ ------- ------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1997 1,811,156 $ 906 $ 6,451 $ 8,712 $ 1
Issuance of stock 61,162 30 502
Retirement of Stock (3,824) (2) (7) (49)
Dividends (581)
COMPREHENSIVE INCOME
Net Income $1,903 1,903
Unrealized loss on securities available
for sale, net of taxes of $6 9 9
Reclassification adjustment for loss on
sale of investment securities included in
net income, net of taxes of $22 32 32
------
TOTAL COMPREHENSIVE INCOME $1,944
------
------
--------- ----- ------ ------ -------
BALANCE AT DECEMBER 31, 1997 1,868,494 934 6,946 9,985 42
Issuance of stock 188,946 95 1,837
Retirement of Stock (5,446) (3) (12) (79)
Dividends (615)
Cash paid for fractional shares (2)
COMPREHENSIVE INCOME
Net Income $1,164 1,164
Unrealized gain on securities available
for sale, net of taxes of $67 95 95
Reclassification adjustment for gain on
sale of investment securities included in
net income, net of taxes of $9 9 9
------
TOTAL COMPREHENSIVE INCOME $1,268
------
------
--------- ----- ------ -------- -------
BALANCE AT DECEMBER 31, 1998 2,051,994 1,026 8,771 10,453 146
Issuance of stock 25,340 13 312
Retirement of Stock (5,220) (3) (11) (86)
Dividends (217)
COMPREHENSIVE INCOME
Net Income $ 500 500
Unrealized gain on securities available
for sale, net of taxes of $ (42) (42)
------
TOTAL COMPREHENSIVE INCOME $ 458
------
--------- ----- ------ ------ -------- ----------
BALANCE AT MARCH 31, 1999 2,072,114 $1,036 $ 9,072 $ 10,650 $ 104
--------- ------ ------- -------- ----------
--------- ------ ------- -------- ----------
</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 Three Months Ended
March 31,
--------------------------
1999 1998
---------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 500 $ 305
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization 151 139
Provision for Loan Losses 180 225
Other Items - Net (3,897) (1,361)
------- -------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (3,066) (692)
INVESTING ACTIVITIES
Change in Interest-Bearing Deposits 99 1
Purchases of Investment Securities (3,903) (4,602)
Maturities and Sales of Investment Securities 7,444 5,007
Net Change in Loans (9,299) (1,770)
Purchase of Premises and Equipment (59) (105)
Distribution from Partnership - -
Proceeds from OREO Sales - 274
------- -------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES (5,718) (1,195)
FINANCING ACTIVITIES
Net Change in Deposits 6,303 (1,477)
Proceeds from Exercise of Options 225 659
Dividends (217) (218)
------- -------
NET CASH PROVIDED
BY FINANCING ACTIVITIES 6,311 (1,036)
------- -------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (2,473) (2,923)
Cash and Cash Equivalents at Beginning of Period 48,211 37,971
------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $45,738 $35,048
------- -------
------- -------
</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 10K filed on April 14,
1999 (file number - 033-18392) and Form S-4 filed on November 2, 1998 (file
number - 333-63844).
The consolidated financial statements include Americorp and its wholly owned
subsidiary, American Commercial Bank (the "Bank"). The consolidated financial
statements also give retroactive effect to the merger of the Company's
subsidiary, American Commercial Bank, with Channel Islands Bank on December
31, 1998.
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 month period ended March
31, 1999 and 1998, reflect all adjustments, consisting only of normal
recurring accruals and provisions, necessary for a fair presentation thereof.
Some matters discussed in this Form 10-Q may be "forward-looking statements"
within the meaning of the Private Litigation Reform Act of 1995 and therefore
may involve risks, uncertainties and other factors which may cause our actual
results to be materially different from the results expressed or implied by
our forward-looking statements. These statements generally appear with words
such as "anticipate," "believe," "estimate," "may," "intend," and "expect."
NOTE 2 - MERGER OF BANK AND CHANNEL ISLANDS BANK
The consolidated financial statements give retroactive effect to the merger
of the Company's subsidiary, American Commercial Bank, with Channel Islands
Bank on December 31, 1998. This merger was accounted for by the pooling of
interest method, whereby the Company's Financial Statements have been
restated as if the two companies were historically one unit. A total of
405,505 common shares were issued to the shareholders of Channel Islands Bank
in connection with this merger.
7
<PAGE>
NOTE 2 - MERGER OF BANK AND CHANNEL ISLANDS BANK - CONTINUED
The following table summarizes the separate revenue and net income of the
Company and Channel Islands Bank for the reported periods:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1999 1998
------ ------
<S> <C> <C>
Interest and Noninterest Income:
The Company - Pre-merger $ - $2,876
Channel Islands Bank - 1,934
The Company - Post-merger 5,175 -
------ ------
Total $5,175 $4,810
------ ------
------ ------
Net Income:
The Company - Pre-merger $ - $ 145
Channel Islands Bank - 160
The Company - Post-merger 500 -
------ ------
Total $ 500 $ 305
------ ------
------ ------
</TABLE>
NOTE 3 - 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.
NOTE 4 -STOCK SPLIT
On March 18, 1999, the Board of Directors of the Company declared a
two-for-one stock split of its outstanding shares of common stock. The
effective date for the split was April 15, 1999 and the additional shares
issued pursuant to the stock split were distributed on May 8, 1999.
All per share data has been retroactively adjusted to reflect this split.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INCOME SUMMARY
Americorp reported net earnings of $500,000 or $0.24 basic income per share
for the first three months of 1999. This represents a 63.9% increase over the
same period during 1998 when net earnings were $305,000 or $0.15 basic income
per share.
Annualized return on average assets for the three months ended March 31, 1999
was 0.81% compared with 0.57% for the same period in 1998. Return on average
assets for the year ended December 31, 1998 was 0.51%.
Annualized return on average equity for the three months ended March 31, 1999
was 9.66% compared with 6.68% for the same period in 1998. Return on average
equity for the year ended December 31, 1998 was 6.00%.
Quarterly cash dividends of $0.21 per share were declared in the first
quarter of 1999 and 1998.
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 $3.3
million for the quarter ended March 31, 1999, compared to $3.1 million for
the quarter ended March 31, 1998.
The following table sets forth the components of net interest income, average
earning assets and net interest margin:
<TABLE>
<CAPTION>
Three Months Ended
March 31, Year Ended
---------------------------- December 31,
1999 1998 1998
--------- -------- ---------
<S> <C> <C> <C>
Interest Income $ 4,515 $ 4,294 $ 18,054
Interest Expense 1,218 1,210 4,972
--------- -------- ---------
Net Interest Income $ 3,297 $ 3,084 $ 13,082
--------- -------- ---------
--------- -------- ---------
Average Earning Assets $ 217,268 $ 189,713 $ 199,436
Net Interest Margin 6.07% 6.50% 6.56%
</TABLE>
The net interest margin declined in the first quarter of 1999 compared to the
same quarter in 1998 due to the 75 basis point decline in the prime rate
during the fourth quarter of 1998. The majority of the Bank's loans and its
investments in federal funds sold reprice daily with changes in the prime
rate.
9
<PAGE>
NET INTEREST INCOME (CONTINUED)
Deposits generally reprice at a slower pace, therefore reducing the net
interest margin.
The prime rate was 8.50% for the first nine months of 1998, and then
experienced 25 basic points declines in September, October and November to
end the year at 7.75%. No change has occurred since November 16, 1998.
PROVISION FOR LOAN LOSSES
Americorp made a $180,000 contribution to the allowance for loan losses in
the first quarter of 1999. Management believes that the allowance, which
stands at 1.10% of total loans at March 31, 1999, is adequate to cover future
losses.
Changes in the allowance for loan losses for the quarter ended March 31,
1999 and 1998 are as follows (dollar amounts in thousands):
<TABLE>
<CAPTION>
Quarter Ended
March 31,
--------------------------
1999 1998
--------- --------
<S> <C> <C>
Allowance, Beginning of Quarter $ 1,953 $ 1,966
Provision for Loan Losses 180 225
Loans Charged Off - net of Recoveries (346) (199)
--------- --------
Allowance, End of Quarter $ 1,787 $ 1,992
--------- --------
--------- --------
</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 March 31, 1999 totaled $660,000 compared to $516,000 for the same
period ended 1998. This represents an increase of $144,000. The primary
single source of this increase, $54,000, was from service charges on deposit
accounts. This increase was primarily the result of increases in the amount
of outstanding deposits as noninterest-bearing deposits, the primary source
of service charge income, increased 12.6% from $63.5 million at March 31,
1998 to $71.6 million at March 31, 1999. The balance of the increase resulted
from ongoing Company efforts to maximize noninterest income from all sources.
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 March 31, 1999
totaled $2,970,000 compared to $2,914,000 for the same period during 1998. As
an annualized percent of average assets, noninterest expense was 4.83% in the
first quarter of 1999 compared to 5.36% for the first quarter in 1998. This
decline is primarily the result of ongoing Company efforts to reduce overall
operating expenses coupled with the initial cost-saving benefits of the
merger with Channel Islands Bank.
10
<PAGE>
INCOME TAXES
The Company's income tax provision for the first quarter of 1999 was
$307,000, resulting in an effective rate of 38.0% on income before taxes.
This rate compares to the 36.8% and the 33.8% reported for the years ending
December 31, 1998 and 1997, respectively. The Company's effective tax has
increased in the several years as total income has increased at a faster pace
than the income earned on the Company's tax-free investments.
BALANCE SHEET ANALYSIS
Total assets at March 31, 1999 totaled $247.0 million, up 11.5% from the same
period during 1998. Deposits have increased during this time period by $23.7
million or 11.8%. During the first quarter of 1999, total assets increased by
$5.3 million or 2.2%. Deposits have increased by $6.3 million or 2.9%. Loans
have increased by $7.2 million or 4.7%.
ASSET QUALITY
The following table sets forth the components of non-performing assets and
related ratios: (dollar amounts in thousands)
<TABLE>
<CAPTION>
March 31,
----------------------- December 31,
1999 1998 1998
----------------------- ------
<S> <C> <C> <C>
Loans 90 day past due and still accruing $ 237 $ 357 $ 784
Loans on nonaccrual 1,693 1,647 1,780
------ ------ ------
Nonperforming Loans 1,930 2,004 2,564
Other real estate owned (OREO) 1,715 152 -
------ ------ ------
Nonperforming Assets $3,645 $2,156 $2,564
------ ------ ------
------ ------ ------
Nonperforming loans as a percent of total loans 1.19% 1.46% 1.65%
Allowance for loan losses as a percent
of nonperforming loans 92.59% 99.40% 76.17%
Nonperforming assets as a percent of total assets 1.48% 0.97% 1.06%
</TABLE>
The primary ratios of loan quality have improved in the first quarter of
1999. Nonperforming loans as a percent of total loans declined to 1.19% at
March 31, 1999, compared to 1.65% at December 31, 1998. Likewise, the
allowance for loan losses as a percent of nonperforming loans increased to
92.88% at March 31, 1999, up from 76.17% at December 31, 1998. A portion of
this increase is attributable to the conversion of several 1998 problem loans
to OREO. At March 31, 1999, the Company had four properties of OREO with a
total book value of $1.7 million. All four parcels are currently listed for
sale with one property in escrow. The Company believes all properties will be
liquidated during 1999 without any significant losses.
11
<PAGE>
CAPITAL
Total shareholders equity at March 31, 1999 totaled $20.9 million, which
represented a 12.3% increase from $18.6 million at March 31, 1998.
Americorp maintains capital ratios above the Federal regulatory guidelines
for a "well-capitalized" bank. The ratios are as follows:
<TABLE>
<CAPTION>
March 31, December 31,
Ratio 1999 1998
----- ------ ------
<S> <C> <C> <C>
Tier 1 Capital (to Average Assets) 4.00% 8.41% 8.41%
Tier 1 Capital (to Risk Weighted Assets) 4.00% 10.33% 10.56%
Total Captial (to Risk Weighted Assets) 8.00% 11.23% 11.57%
</TABLE>
LIQUIDITY
Management is not aware of any future capital expenditures or other
significant demands on commitments which would severely impair liquidity.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK
In Management's opinion there has not been a material change in Americorp's
market risk profile during the three months ended March 31, 1999. 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 to interest rate fluctuations is limited within Americorp's
guidelines of acceptable levels of risk-taking.
At March 31, 1999, Americorp had $140 million of assets and $147 million of
liabilities repricing within one year. Therefore, $7 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 has reduced Americorp's net
interest income in the short run as asset rates generally reprice faster than
liability rates.
12
<PAGE>
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 Americorp's loan
portfolio. Americorp's primary source of funds is 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 ACB 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 is in the process of finalizing 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 sources 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 will be $286,094, of which $199,959 had
been incurred through March 31, 1999.
13
<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
3.1 Certificate of Amendment of Articles of Incorporation
27 Financial Data Schedule (for SEC use only)
B) Reports on Form 8-K
1) Form 8-K, filed March 18, 1999, to announce the first quarter
cash dividend and the two for one stock split effective April 15,
1999.
2) Form 8-K, filed January 11, 1999, to announce the completion on
December 31, 1998 of the merger with Channel Islands Bank.
14
<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: May 12, 1999 /s/ Gerald J. Lukiewski
-------------------------------------------
Gerald J. Lukiewski
President and
Chief Executive Officer
Date: May 12, 1999 /s/ Keith J. Sciarillo
-------------------------------------------
Keith J. Sciarillo
Vice President and Controller
15
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
3.1 - Certificate of Amendment of Articles of Incorporation ......... 17
27 - Financial Data Schedule ( for SEC use only) ................... 18
</TABLE>
16
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
AMERICORP
Gerald J. Lukiewski and Robert J. Lagomarsino certify that:
1. They are the President and the Secretary, respectively, of
Americorp, a California corporation.
2. Section 4.1 of Article IV of the Corporation's Articles of
Incorporation is amended to read as follows:
"4.1 AUTHORIZED SHARES. The Corporation shall have authority to
issue 5,000,000 shares of a single class of common stock. The par value
of each share shall be $0.50. Upon the amendment of this Section to read
as herein set forth, each outstanding share of stock is split up and
converted into two shares."
3. The foregoing amendment of the Corporation's Articles of
Incorporation has been duly approved by the Board of Directors.
4. The foregoing amendment of the Corporation's Articles of
Incorporation was one which the Board of Directors alone may adopt without
approval of the outstanding shares pursuant to Section 902(c) of the
California Corporations Code, since only one class of shares are outstanding.
/s/ GERALD J. LUKIEWSKI
-----------------------------
Gerald J. Lukiewski
President
/s/ ROBERT J. LAGOMARSINO
-----------------------------
Robert J. Lagomarsino
Secretary
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 19,238
<INT-BEARING-DEPOSITS> 496
<FED-FUNDS-SOLD> 26,500
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 28,847
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 161,829
<ALLOWANCE> 1,787
<TOTAL-ASSETS> 247,019
<DEPOSITS> 224,024
<SHORT-TERM> 0
<LIABILITIES-OTHER> 2,133
<LONG-TERM> 0
0
0
<COMMON> 1,036
<OTHER-SE> 19,826
<TOTAL-LIABILITIES-AND-EQUITY> 247,019
<INTEREST-LOAN> 3,807
<INTEREST-INVEST> 438
<INTEREST-OTHER> 270
<INTEREST-TOTAL> 4,515
<INTEREST-DEPOSIT> 2,970
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<INCOME-PRETAX> 807
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 500
<EPS-PRIMARY> 0.24
<EPS-DILUTED> 0.23
<YIELD-ACTUAL> 6.07
<LOANS-NON> 1,693
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<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 428
</TABLE>
