<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 September 30, 2000
[ ] 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 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 October 31, 2000, there were 2,090,264 shares of Americorp Common Stock
outstanding.
<PAGE>
AMERICORP AND SUBSIDIARY
SEPTEMBER 30, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Condensed Balance Sheets at September 30, 2000 and
December 31, 1999.................................................................. 2
Consolidated Condensed Statements of Income for the Three
Months and Nine Months Ended September 30, 2000 and 1999........................... 3
Consolidated Condensed Statement of Changes in Shareholders' Equity from
January 1, 1998 through September 30, 2000......................................... 4
Consolidated Condensed Statements of Cash Flows for the Nine Months Ended
September 30, 2000 and 1999........................................................ 5
Notes to Consolidated Financial Statements.................................................. 6
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................................. 7
Item 3 - Quantitative and Qualitative Disclosure About Market Risk................................... 11
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
Signatures ........................................................................................... 14
Exhibit Index ........................................................................................ 15
</TABLE>
1
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
AMERICORP AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
----------------- -----------------
<S> <C> <C>
Cash and Due From Bank $ 20,687 $ 12,839
Federal Funds Sold 15,125 18,000
----------------- -----------------
Total Cash and Cash Equivalents 35,812 30,839
Investment Securities 20,852 28,114
Loans 199,510 181,325
Allowance for Loan Losses ( 2,860) ( 1,978)
----------------- -----------------
NET LOANS 196,650 179,347
Premises and Equipment 1,296 1,667
Other Real Estate Owned 380 206
Cash Surrender Value of Life Insurance 2,920 2,758
Accrued Interest and Other Assets 4,291 3,035
----------------- -----------------
$ 262,201 $ 245,966
================= =================
Noninterest-Bearing Deposits $ 73,231 $ 69,826
Interest-Bearing Deposits 161,570 140,051
----------------- -----------------
TOTAL DEPOSITS 234,801 209,877
Borrowings - 10,000
Accrued Interest and Other Liabilities 2,849 3,025
----------------- -----------------
TOTAL LIABILITIES 237,650 222,902
Common Stock 1,041 1,052
Surplus 9,599 9,558
Retained Earnings 13,998 12,567
Accumulated Other Comprehensive Income ( 87) ( 113)
----------------- -----------------
TOTAL SHAREHOLDERS' EQUITY 24,551 23,064
----------------- -----------------
$ 262,201 $ 245,966
================= =================
</TABLE>
2
<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,
--------------------------------- ---------------------------------
2000 1999 2000 1999
-------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Interest Income $ 5,631 $ 4,770 $ 15,907 $ 13,966
Interest Expense 1,595 1,125 4,231 3,518
-------------- --------------- --------------- --------------
Net Interest Income 4,036 3,645 11,676 10,448
Provision for Loan Losses 250 180 914 540
-------------- --------------- --------------- --------------
Net Interest Income after
Provision for Loan Losses 3,786 3,465 10,762 9,908
Noninterest Income 650 820 1,997 2,111
Noninterest Expense 3,065 2,808 9,080 8,821
-------------- --------------- --------------- --------------
Income Before Taxes 1,371 1,477 3,679 3,198
Income Taxes 407 581 1,030 1,225
-------------- --------------- --------------- --------------
Net Income $ 964 $ 896 $ 2,649 $ 1,973
============== =============== =============== ==============
Per Share Data:
Net Income - Basic $ 0.46 $ 0.43 $ 1.26 $ 0.95
============== =============== =============== ==============
Net Income - Diluted $ 0.39 $ 0.41 $ 1.10 $ 0.90
============== =============== =============== ==============
</TABLE>
3
<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, 1998 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 70,970 35 870
Retirement of Stock ( 18,793) ( 9) ( 83) ( 280)
Dividends ( 928)
COMPREHENSIVE INCOME
Net Income $ 3,322 3,322
Unrealized Loss on Securities Available
for Sale, net of Taxes of $147 ( 250) ( 250)
Reclassification Adjustment for Loss on
Sale of Investment Securities Included
in Net Income, Net of Taxes of $6 ( 9) ( 9)
------------
TOTAL COMPREHENSIVE INCOME $ 3,063
============
------------- ---------- ---------- ---------- -------------
BALANCE AT DECEMBER 31, 1999 2,104,171 $1,052 $ 9,558 $ 12,567 $ ( 113)
Issuance of Stock 15,990 8 211
Retirement of Stock ( 37,181) ( 19) ( 170) ( 422)
Dividends ( 796)
COMPREHENSIVE INCOME
Net Income $ 2,649 2,649
Unrealized Loss on Securities Available
for Sale, net of Taxes of $12 26 26
------------
TOTAL COMPREHENSIVE INCOME $ 2,675
============
------------- ---------- ---------- ---------- -------------
BALANCE AT SEPTEMBER 30, 2000 2,082,980 $1,041 $ 9,599 $ 13,998 $ ( 87)
============= ========== ========== ========== =============
</TABLE>
4
<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,
-----------------------------------
2000 1999
-------------- ---------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 2,649 $ 1,973
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization 425 452
Provision for Loan Losses 914 540
Other Items - Net ( 1,363) ( 812)
-------------- ---------------
NET CASH PROVIDED
BY OPERATING ACTIVITIES 2,625 2,153
INVESTING ACTIVITIES
Change in Interest-Bearing Deposits - 296
Purchases of Investment Securities ( 1,045) ( 6,848)
Maturities and Sales of Investment Securities 8,215 10,651
Net Change in Loans ( 18,597) ( 19,185)
Purchase of Premises and Equipment ( 166) ( 222)
Proceeds from OREO Sales 205 624
-------------- ---------------
NET CASH USED
BY INVESTING ACTIVITIES ( 11,388) ( 14,684)
FINANCING ACTIVITIES
Net Change in Deposits 24,924 ( 4,075)
Decrease in Other Borrowings ( 10,000) -
Repurchase Stock ( 611) -
Proceeds from Exercise of Options 219 363
Dividends ( 796) ( 676)
-------------- ---------------
NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES 13,736 ( 4,388)
-------------- ---------------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 4,973 ( 16,919)
Cash and Cash Equivalents at Beginning of Period 30,839 48,211
-------------- ---------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 35,812 $ 31,292
============== ===============
</TABLE>
5
<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 Americorp's Form 10K filed on March 28, 2000.
The consolidated financial statements include Americorp and its wholly owned
subsidiary, American Commercial Bank (the "Bank").
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 and nine month periods ended
September 30, 2000 and 1999, 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 - EARNINGS PER SHARE
Effective December 31, 1997, the Company adopted Statement of Financial
Accounting Standards 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 3 - 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.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INCOME SUMMARY
Americorp reported net earnings of $2,649,000 or $1.26 basic income per share
for the first nine months of 2000. This represents a 34.3% increase over the
same period during 1999 when net earnings were $1,973,000 or $0.95 basic income
per share. This increase principally resulted from a $1,228,000 increase in net
interest income. For the quarter ended September 30, 2000, net earnings were
$964,000, up from the $896,000 reported for the same quarter in 1999.
Annualized return on average assets for the three months and nine months ended
September 30, 2000 was 1.49% and 1.41%, respectively, compared with 1.47% and
1.08% for the same periods in 1999. Return on average assets for the year ended
December 31, 1999 was 1.36%.
Annualized return on average equity for the three months and nine months ended
September 30, 2000 was 15.93% and 14.88%, respectively, compared with 16.58% and
12.39% for the same periods in 1999. Return on average equity for the year ended
December 31, 1999 was 15.32%.
Quarterly cash dividends of $0.13 per share were declared in the third quarter
of 2000, compared to $0.11 per share declared in the third quarter of 1999.
NET INTEREST INCOME
Net interest income is the amount by which the interest and amortization of fees
generated from loans and other earning asset 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.
The following table sets forth the components of net interest income, average
earning assets and net interest margin:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, YEAR ENDED
----------------------------- ---------------------------- DECEMBER 31,
2000 1999 2000 1999 1999
------------- ------------- ------------- ------------- -----------------
<S> <C> <C> <C> <C> <C>
Interest Income $ 5,631 $ 4,770 $ 15,907 $ 13,966 $ 18,821
Interest Expense 1,595 1,125 4,231 3,518 4,604
------------- ------------- ------------- ------------- -----------------
Net Interest Income $ 4,036 $ 3,645 $ 11,676 $ 10,448 $ 14,217
============= ============= ============= ============= =================
Average Earning Assets $ 231,337 $ 213,909 $ 223,988 $ 215,238 $ 216,196
Net Interest Margin 6.98% 6.82% 6.95% 6.47% 6.58%
</TABLE>
7
<PAGE>
NET INTEREST INCOME - CONTINUED
Net interest income was $4.0 million for the quarter ended September 30, 2000,
compared to $3.8 million for both the first and second quarters of 2000. Net
interest margin was 6.98% for the third quarter of 2000 compared to a
year-to-date 2000 net interest margin of 6.95%.
Net interest income was $11.7 million for the nine months ended September 30,
2000, compared to the $10.4 million for the nine months ended September 30,
1999. The $1,228,000 increase in net interest income was the result of the
combination of increases in total earning assets, a significant change in the
mix of earning assets and multiple increases in the prime rate in late 1999 and
early 2000. Americorp experienced significant growth in loans from $172.0
million at September 30, 1999 to $199.0 million at September 30, 2000. Since
loans are the Company's highest interest earning assets, this loan growth has
increased the amount of net interest income and the net interest margin.
The net interest margin in the first nine months of 2000 was 6.95% compared to
6.47% for the same period in 1999. The first nine months of 2000 and 1999 were
impacted by the prime rate changes. The prime rate for the first nine months in
2000 increased 100 basis points to end the period at 9.5% whereas the prime rate
in the first nine months of 1999 increased 50 basis points to end the period at
8.25%. The majority of the Bank's loans and its investments in federal funds
sold reprice daily with changes in the prime rate. Deposits generally reprice at
a slower pace, therefore increasing the net interest margin in the short run.
Management increases the rates on deposits based on market conditions and is
therefore unable to predict the timing of these increases or the ultimate impact
on the Company's future net interest margin.
The prime rate was 8.25% for the first nine months of 1999, and then experienced
a 25 basis points increase in November to end the year at 8.50%. Prime continued
to rise in 2000 with 25 basis points increases in February and March and a 50
basis points increase in May to end the first nine months of 2000 at 9.50%
PROVISION FOR LOAN LOSSES
Americorp made a $414,000 contribution to the allowance for loan losses in the
first quarter of 2000 and a $250,000 contribution for the second and third
quarters of 2000. Management believes that the allowance, which equals 1.43% of
total loans at September 30, 2000, is adequate to cover future losses. The
allowance for loans losses at September 30, 1999 was 1.17% of total loans.
Changes in the allowance for loan losses for the quarter and nine months ended
September 30, 2000 and 1999 are as follows (dollar amounts in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2000 1999 2000 1999
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Allowance, Beginning of Period $ 2,500 $ 1,900 $ 1,978 $ 1,953
Provision for Loan Losses 250 180 914 540
Loans Charged Off - net of Recoveries 110 ( 71) ( 32) ( 484)
----------- ------------ ----------- ------------
Allowance, End of Period $ 2,860 $ 2,009 $ 2,860 $ 2,009
=========== ============ =========== ============
</TABLE>
8
<PAGE>
Noninterest Income
Noninterest income represents deposit account services charges and other types
of non-loan related fee income. Noninterest income for the quarter ended
September 30, 2000 totaled $650,000, down $170,000 from the $820,000 reported
for the same period in 1999. Noninterest income for the nine months ended
September 30, 2000 totaled $1,997,000, compared to the $2,111,000 reported for
the same period in 1999. The third quarter and year to date declines were the
result of a 1999 gain on sale of other real estate owned and a 2000 decrease in
other fee income.
NONINTEREST EXPENSE
Noninterest expense represents salaries, occupancy expenses, professional
expenses, outside services and other miscellaneous expenses necessary to conduct
business. Noninterest expense for the quarter ended September 30, 2000 totaled
$3,065,000 compared to $2,808,000 for the same period of 1999. The third quarter
increase is due to an increase in other real estate owned expenses resulting
from a bank loan foreclosure during the third quarter, as well as increased
costs for insurance and professional fees.
Noninterest expense for the nine months ended September 30, 2000 totaled
$9,080,000 up slightly from the $8,821,000 for the same period in 1999. As an
annualized percent of average assets, noninterest expense was 4.82% and 4.80%
for the first nine months of 2000 and 1999, respectively.
INCOME TAXES
The Company's income tax provision for the first nine months of 2000 was
$1,030,000, resulting in an effective rate of 28.0% on income before taxes. This
rate compares to the 25.6% reported for the year ending December 31, 1999. The
Company's effective tax has increased due to the remaining tax credits being
utilized in 2000.
BALANCE SHEET ANALYSIS
Total assets at September 30, 2000 totaled $262.2 million, an increase of $16.2
million or 6.6% from December 31, 1999. The majority of this growth was centered
in loans, which increased $18.2 million or 10.0%. Deposits have increased by
$24.9 million or 11.9% during the first nine months of 2000. This increase was
used to fund the assets growth described above as well as retire $10 million in
short-term borrowing present at December 31, 1999.
9
<PAGE>
ASSET QUALITY
The following table sets forth the components of non-performing assets and
related ratios: (dollar amounts in thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
----------------- -----------------
<S> <C> <C>
Loans 90 day past due and still accruing $ 455 $ 10
Loans on nonaccrual 915 1,794
----------------- -----------------
Nonperforming Loans 1,370 1,804
Other real estate owned (OREO) 380 206
----------------- -----------------
Nonperforming Assets $ 1,750 $ 2,010
================= =================
Nonperforming Loans as a Percent
of Total Loans 0.69% 0.99%
Allowance for Loan Losses as a Percent
of Nonperforming Loans 208.76% 109.65%
Nonperforming Assets as a Percent
of Total Assets 0.67% 0.82%
</TABLE>
The primary ratios of loan quality have improved in the first nine months of
2000. Nonperforming loans as a percent of total loans decreased to 0.69% at
September 30, 2000, compared to 0.99% at December 31, 1999. Likewise, the
allowance for loan losses as a percent of nonperforming loans increased to
208.76% at September 30, 2000, from 109.65% at December 31, 1999. The ratio of
the allowance for loan losses to total loans has increased from 1.09% at
December 31, 1999 to 1.43% at September 30, 2000. The decrease in nonperforming
assets was the result of a sale of other real estate owned and the pay off of a
nonaccrual loan.
The OREO property held by the bank at December 31, 1999 was sold during the
third quarter of 2000, a minor gain on sale was recorded. At September 30, 2000,
Americorp had one property in OREO with a total book value of $380,000. This
property was converted to OREO during the third quarter of 2000.
CAPITAL
Total shareholders equity at September 30, 2000 totaled $24.6 million, which
represents a 12.0% increase from $21.9 million at September 30, 1999.
10
<PAGE>
CAPITAL - CONTINUED
The Bank maintains capital ratios above the Federal regulatory guidelines for a
"well-capitalized" bank. The ratios are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
RATIO 2000 1999
---------------- ---------------- ----------------
<S> <C> <C> <C>
Tier 1 Capital (to Average Assets) 5.00% 9.41% 9.50%
Tier 1 Capital (to Risk Weighted Assets) 6.00% 10.70% 10.90%
Total Capital (to Risk Weighted Assets) 10.00% 11.95% 11.80%
</TABLE>
On February 26, 2000, the Company established a stock repurchase program for up
to 200,000 shares of Americorp's outstanding common stock. As of September 30,
2000, 37,181 shares had been repurchased under this program.
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 nine months ended September 30, 2000. 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 September 30, 2000, Americorp had $144.7 million of assets and $154.5 million
of liabilities repricing within one year. Therefore, $9.8 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 increase
in the prime rate has increased Americorp's net interest income in the short run
as asset rates generally reprice faster than liability rates.
See also the previous discussion on net interest income in ITEM 2 - MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - NET
INTEREST INCOME.
11
<PAGE>
YEAR 2000 RISK
During the periods leading up to January 1, 2000, Americorp addressed the
potential problems associated with the possibility that the computers that
control or operate Americorp's information technology system and infrastructure
may not have been programmed to read four-digit date codes and, upon arrival of
the year 2000, may have recognized the two-digit code "00" as the year 1900,
causing systems to function or generate erroneous data.
Americorp expended approximately $243,000 through the periods ended December 31,
1999 in connection with its Year 2000 compliance program. Americorp experienced
no significant problems related to its information technology systems upon
arrival of the Year 2000, nor was there any interruption in service to its
customers of any kind.
The Company does not expect, and to date has not realized, any significant
impact to net earnings or cash flow from Year 2000 risks.
12
<PAGE>
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Due to the nature of the banking business, the Bank 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 Articles of Incorporation of Americorp (A)
3.2 Bylaws of Americorp, as amended (A)
3.3 Certificate of Secretary of Amendment to Bylaws
10.1 Employment Agreement of Gerald J. Lukiewski (A)
10.2 1994 Stock Option Plan (A)
10.3 1998 Stock Option Plan (A)
10.4 ACB 401K Profit Sharing Plan (A)
10.5 Restated and Amended Senior Executives Retirement Plan (A)
10.6 Restated and Amended Chief Executive Officer Retirement
Plan (A)
10.7 Restated and Amended Directors Retirement Plan (A)
10.8 Data processing Agreement with Electronic Data Systems
Corp. (A)
10.9 First Amendment of Employment Agreement of Gerald J.
Lukiewski
10.10 Change of Control Agreement of Gerald J. Lukiewski
16 Letter concerning change in certifying accountant (B)
21 Subsidiary of Americorp--American Commercial Bank is
the only subsidiary of Americorp
27 Financial Data Schedule (for SEC use only)
B) Reports on Form 8-K
None
----------------
(A) Filed with the SEC in Registration Statement 333-63841 on Form S-4 and
by this reference incorporated herein.
(B) Contained in Americorp's Report on Form 8-K filed with the SEC on
December 4, 1998 and by this reference incorporated herein.
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: November 14, 2000 /s/ GERALD J. LUKIEWSKI
-----------------------
Gerald J. Lukiewski
President and
Chief Executive Officer
Date: November 14, 2000 /s/ KEITH J. SCIARILLO
----------------------
Keith J. Sciarillo
Senior Vice President and
Chief Financial Officer
14
<PAGE>
EXHIBIT INDEX
3.1 Articles of Incorporation of Americorp (A)
3.2 Bylaws of Americorp, as amended (A)
3.3 Certificate of Secretary of Amendment to Bylaws
10.1 Employment Agreement of Gerald J. Lukiewski (A)
10.2 1994 Stock Option Plan (A)
10.3 1998 Stock Option Plan (A)
10.4 ACB 401K Profit Sharing Plan (A)
10.5 Restated and Amended Senior Executives Retirement Plan (A)
10.6 Restated and Amended Chief Executive Officer Retirement Plan (A)
10.7 Restated and Amended Directors Retirement Plan (A)
10.8 Data processing Agreement with Electronic Data Systems Corp. (A)
10.9 First Amendment of Employment Agreement of Gerald J. Lukiewski
10.10 Change of Control Agreement of Gerald J. Lukiewski
16 Letter concerning change in certifying accountant (B)
21 Subsidiary of Americorp--American Commercial Bank is the only subsidiary
of Americorp
27 Financial Data Schedule (for SEC use only)
----------------
(A) Filed with the SEC in Registration Statement 333-63841 on Form S-4 and
by this reference incorporated herein.
(B) Contained in Americorp's Report on Form 8-K filed with the SEC on
December 4, 1998 and by this reference incorporated herein.
15
