<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the quarter ended March 31, 1995
-----------------------------
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the transition period from ____________ to ____________
Commission File Number 2-50084
-------
THE SAFETY FUND CORPORATION
---------------------------
(Exact name of small business issuer as specified in its charter)
MASSACHUSETTS 04-2532311
- ----------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
470 MAIN STREET, FITCHBURG, MASSACHUSETTS 01420
-----------------------------------------------
(Address of principal executive offices)
Issuer's telephone number (508) 343-6406
--------------
Former name, former address and former fiscal year, if changed since last
report: Not Applicable
-----------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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_______
-------
At April 28, 1995, the Registrant had 1,104,747 shares of its common stock
outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
The financial information required for Part I follows.
-2-
<PAGE>
THE SAFETY FUND CORPORATION
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
-----------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 14,673,089 $ 15,223,830
Federal funds sold 6,500,000 3,300,000
Investment securities available for sale (amortized cost
of $48,151,805 in 1995 and $56,788,854 in 1994) 47,212,495 54,537,725
Investment securities held to maturity (market value
of $44,776,214 in 1995 and $43,213,908 in 1994) 45,490,853 45,598,639
Loans 148,785,002 141,458,341
Less allowance for possible loan losses (6,729,953) (6,417,407)
-----------------------------------
Net loans 142,055,049 135,040,934
-----------------------------------
Premises and equipment, net 10,791,258 10,842,035
Accrued interest receivable 2,715,666 2,194,161
Other real estate owned, net 330,526 533,470
Deferred income tax asset, net 2,230,409 2,376,167
Other assets 1,381,728 1,413,796
-----------------------------------
Total assets $273,381,073 $271,060,757
===================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Interest bearing $182,618,880 $169,893,349
Noninterest bearing 62,667,857 65,581,158
-----------------------------------
Total deposits 245,286,737 235,474,507
Securities sold under repurchase agreements 8,218,476 15,637,436
Treasury tax and loan notes 964,153 2,342,166
Other liabilities 859,019 954,004
-----------------------------------
Total liabilities 255,328,385 254,408,113
-----------------------------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $10 par value;
100,000 shares authorized, none issued
Common stock, $5 par value;
3,200,000 shares authorized
1,104,747 issued and outstanding 5,523,735 5,523,735
Surplus 10,326,436 10,326,436
Retained earnings 3,181,986 2,964,004
Net unrealized loss on investment securities
available for sale (979,469) (2,161,531)
-----------------------------------
Total stockholders' equity 18,052,688 16,652,644
-----------------------------------
Total liabilities and stockholders' equity $273,381,073 $271,060,757
===================================
</TABLE>
-3-
<PAGE>
THE SAFETY FUND CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1995 1994
------------------------------
<S> <C> <C>
Interest income:
Interest on loans $3,467,820 $2,904,379
Interest and dividends on investment securities:
Available for sale 840,597 1,079,175
Held to maturity 794,874 -
Interest on federal funds sold 20,385 50,890
--------------------------------
Total interest income 5,123,676 4,034,444
--------------------------------
Interest expense:
Interest on deposits 1,554,336 1,210,301
Interest on borrowed funds 191,092 49,862
--------------------------------
Total interest expense 1,745,428 1,260,163
--------------------------------
Net interest income 3,378,248 2,774,281
Provision for possible loan losses 525,000 215,006
--------------------------------
Net interest income after provision for possible loan losses 2,853,248 2,559,275
--------------------------------
Noninterest income:
Trust fees 519,462 521,095
Service fees 258,383 245,638
Gains (losses) on loans sold, net 709 (328,150)
Gains on sales of investment securities
available for sale, net 781 54,800
Other 160,733 136,509
--------------------------------
Total noninterest income 940,068 629,892
--------------------------------
Noninterest expense:
Salaries and wages 1,474,866 1,530,557
Employee benefits 339,678 356,503
Occupancy, net 258,405 229,380
Equipment 292,738 244,818
Professional fees 198,059 241,071
Marketing 162,013 134,203
FDIC assessments 141,852 136,094
Other real estate owned, net 17,574 121,846
Directors' fees 61,300 80,350
Other 498,049 344,153
--------------------------------
Total noninterest expense 3,444,534 3,418,975
--------------------------------
Income (loss) before income taxes 348,782 (229,808)
Income tax expense (benefit) 130,800 (103,600)
--------------------------------
Net income (loss) $ 217,982 $ (126,208)
================================
Net income (loss) per common share $.20 $(.12)
Weighted average shares outstanding 1,104,747 1,074,293
</TABLE>
-4-
<PAGE>
THE SAFETY FUND CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Common Retained
Stock Surplus Earnings Other Total
------------ ------------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance December 31, 1994 $5,523,735 $l0,326,436 $2,964,004 $(2,161,531) $16,652,644
Net income - - 217,982 - 217,982
Reduction in unrealized loss on
investment securities available
for sale, net of income taxes - - - 1,182,062 1,182,062
------------ ------------- ------------ ------------- -------------
Balance, March 31, 1995 $5,523,735 $10,326,436 $3,181,986 $ (979,469) $18,052,688
============ ============= ============ ============= =============
</TABLE>
-5-
<PAGE>
THE SAFETY FUND CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three months Ended March 31,
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES: 1995 1994
------------- -------------
<S> <C> <C>
Net income (loss) $ 217,982 $ (126,208)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Proceeds from sale of mortgage loans 78,009 9,914,053
Principal reductions on mortgage loans held for sale - 2,184,778
Origination of mortgage loans held for sale (77,300) (2,726,300)
Repurchase of mortgage loans previously sold (222,788) (3,481,495)
(Gains) losses on mortgage loans sold, net (709) 328,150
Depreciation and amortization 300,312 282,112
Gains on sales of investment securities available for sale, net (781) (54,800)
Amortization (accretion) of bond premiums and discounts, net (50,685) 38,862
Provision for possible losses on loans and other real estate owned 541,333 300,000
(Increase) decrease in accrued interest receivable (521,505) 144,123
Decrease in other assets, net 218,682 368,507
Decrease in other liabilities (94,985) (38,148)
------------- -------------
Net cash provided by operating activities 387,565 7,133,634
------------- -------------
CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES:
Proceeds from sales of investment securities available for sale 6,632,345 65,900
Proceeds from maturities of investment securities available for sale 2,000,000 575,000
Proceeds from maturities of investment securities held to maturity 179,954 -
Purchase of investment securities held to maturity - (1,000,000)
(Increase) decrease in federal funds sold (3,200,000) 2,400,000
Increase in loans outstanding (7,316,327) (4,804,508)
Purchases of premises and equipment (249,535) (308,428)
------------- -------------
Net cash used by investing activities (1,953,563) (3,072,036)
------------- -------------
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
Decrease in securities sold under repurchase agreements (7,418,960) (496,416)
Decrease in treasury tax and loan notes (1,378,013) (1,243,678)
Increase (decrease) in deposits 9,812,230 (1,901,154)
Proceeds from exercise of stock options - 65,002
------------- -------------
Net cash provided (used) by financing activities 1,015,257 (3,576,246)
------------- -------------
INCREASE (DECREASE) IN CASH AND DUE FROM BANKS (550,741) 485,352
CASH AND DUE FROM BANKS, BEGINNING OF YEAR 15,223,830 12,931,329
------------- -------------
CASH AND DUE FROM BANKS, END OF PERIOD $14,673,089 $13,416,681
============= =============
Supplemental disclosures of cash flow information:
Cash paid during quarter for:
Interest $ 1,628,364 $ 1,313,031
Income taxes 141,901 7,846
Non-cash transactions:
Transfers from loans to other real estate owned - 238,747
</TABLE>
-6-
<PAGE>
THE SAFETY FUND CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995
1. The financial information furnished herein reflects all adjustments which,
in the opinion of management, are necessary for a fair presentation of the
financial position and results of operations for interim periods. All such
adjustments consist of normal recurring accruals.
2. Results of operations for the three month period ended March 31, 1995 are
not necessarily indicative of the results to be expected for the entire
year.
3. The accompanying consolidated financial statements should be read in
conjunction with the consolidated financial statements included in the Form
10-KSB for the year ended December 31, 1994.
4. Financial statements for interim periods, by their very nature, require
estimations which may result in greater imprecision than those associated
with annual audited financial statements.
5. Earnings per share are based upon the weighted average number of shares
outstanding during the period.
6. In accordance with the Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes", the
Company has a net deferred tax asset. Deferred income taxes reflect the net
tax effects of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for
income tax purposes. As of March 31, 1995, the Company had established a
valuation allowance of approximately $699,000.
7. As of March 31, 1995, the Company had commitments to extend credit of
approximately $24,700,000.
-7-
<PAGE>
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
For the three months ended March 31, 1995, the Company recorded a net profit
of $217,982 or $.20 per share, as compared to a net loss of $126,208 or $.12
per share for the corresponding period last year. During the first quarter of
1995, the Company continued its strategy to take actions toward reducing its
problem assets.
The primary factor that contributed to the Company's third consecutive quarter
of profitability was an increase in net interest income, which increased
$603,967 as compared to the corresponding period in 1994. The increase
reflected both an increase in earning assets and a favorable net interest
spread. The Company also saw improvements in gains (losses) on loans sold,
which increased by $328,859, and in expenses associated with other real estate
owned, which declined by $104,272. The improvements in those areas in the
first quarter were largely offset by an increase in the provision for loan
losses of $309,994 and by a $100,000 expense reflected in other expense
related to the theft of checks being transported to the Company's main office.
After giving effect to these and other factors, pre-tax income increased
$578,590 in 1Q'95 compared to 1Q'94.
The Company's capital position remains in full compliance with regulatory
guidelines.
FIRST QUARTER, 1995 (1Q'95) OPERATIONS COMPARED TO
FIRST QUARTER, 1994 (1Q'94)
The Company had net income of $217,982 ($.20 per share) in 1Q'95 compared to a
net loss of $126,208 ($.12 per share). The following discussion summarizes
the major components of the increase in earnings.
Income from interest on loans was higher during 1Q'95 than 1Q'94 by $563,441
or 19.4% due to higher average outstanding loan balances and a higher prime
lending rate during the quarter.
Interest income from investment securities available for sale and held to
maturity increased $556,296 or 51.5% during the period due to higher average
outstanding investment levels and higher rates earned.
Interest expense on deposits was higher during 1Q'95 than 1Q'94 by $344,035 or
28.4% due primarily to higher outstanding balances associated with certificate
of deposit products and higher rates paid. Interest on borrowed funds also
increased by $141,230 due to increased issuance of securities sold under
repurchase agreements.
-8-
<PAGE>
FIRST QUARTER, 1995 (1Q'95) OPERATIONS COMPARED TO
FIRST QUARTER, 1994 (1Q'94) (CONT'D)
The provision for possible loan losses increased during 1Q'95 as compared to
1Q'94 by $309,994 or 144.2%. The provision for loan losses has remained at
the same level for three consecutive quarters. The current level reflects the
Company's determination to follow a conservative strategy in connection with
its continuing efforts to reduce its problem assets. The amount provided
during the period is the result of applying the Company's allowance
methodology and management's assessment as to the adequacy of the allowance.
The allowance for possible losses takes into account specific credit reviews,
past loan loss experience, current economic conditions and trends, the volume,
growth, and composition of the loan portfolio and the Company's nonaccrual
loan balances and loans contractually past due 90 days and still accruing
interest.
Gains on loans sold were $709 compared to a net loss of $328,150 during 1Q'94.
During 1Q'94, the Company sold several under-performing loans, including a
bulk sale at a discount. The 1994 loss included a $300,000 first quarter
write-down relating to certain loans which the Company anticipated selling.
Salaries and benefits expense was lower during 1Q'95 as compared to 1Q'94 by
$72,516 or 3.8%. During the first quarter of 1994, the Company incurred
severance related costs of $390,912 when certain senior managers left the
Company. During 1Q'95, the Company had a full quarter of staffing increases
implemented during 1994 comprised of additional credit administration and loan
resolution personnel, together with additional branch personnel.
Occupancy and equipment expenses increased $76,945 or 16.2% during 1Q'95 as
compared to 1Q'94. The increase was due primarily to the operation of two
additional branches and also the upgrade of certain systems software.
Other real estate owned expense decreased $104,272 or 85.6% due primarily to a
decrease in provisions for losses on other real estate owned.
Other expense increased during 1Q'95 as compared to 1Q'94 by $153,896 or
44.7%. During 1Q'95, the Company sustained a theft of customer checks being
transported from a branch office to the Company's main office. Although the
Company has made progress reducing the financial exposure to this loss, the
Company accrued $100,000, representing the amount not recoverable through
insurance claims. In addition, other expense increased due to additional
training, supplies expense and postage expense.
ASSET QUALITY
Nonaccrual loans, troubled debt restructurings, other real estate owned and
loans contractually past due 90 days and still accruing interest decreased
from $5,225,048 at December 31, 1994 to $4,522,567 at March 31, 1995. The
decrease in nonaccrual loans was due primarily to the return to accrual status
of certain loans and also as the result of chargeoffs or liquidations.
-9-
<PAGE>
FIRST QUARTER, 1995 (1Q'95) OPERATIONS COMPARED TO
FIRST QUARTER, 1994 (1Q'94) (CONT'D)
Information with respect to nonaccrual and past due loans, other real estate
owned and troubled debt restructurings at March 31, 1995 and December 31, 1994
follows:
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
-----------------------------
<S> <C> <C>
Nonaccrual loans $2,576,675 $3,606,869
Troubled debt restructurings accruing interest 1,044,589 979,687
Loans contractually past due 90 days and still accruing interest 570,777 105,022
Other real estate owned, net 330,526 533,470
-----------------------------
$4,522,567 $5,225,048
=============================
</TABLE>
ALLOWANCE FOR POSSIBLE LOSSES
Activity in the allowance for possible losses for the first three months of 1995
was as follows:
<TABLE>
<CAPTION>
OTHER REAL
LOANS ESTATE OWNED TOTAL
-------------------------------------------------------------
<S> <C> <C> <C>
Balance, December 31, 1994 $6,417,407 $ 42,000 $6,459,407
Provision charged to earnings 525,000 16,333 541,333
Charge-offs (265,016) (48,333) (313,349)
Recoveries 52,562 - 52,562
-------------------------------------------------------------
Balance, March 31, 1995 $6,729,953 $ 10,000 $6,739,953
=============================================================
</TABLE>
REGULATORY MATTERS AND CAPITAL RESOURCES
Following the 1992 examination by the Comptroller of the Currency, the Bank
entered into an informal Memorandum of Understanding. The Memorandum relates to
certain aspects of the Bank's operations, including asset quality monitoring and
other administrative matters. The Bank believes it has fully complied with
eleven of the twelve articles and is actively working toward complete compliance
with the remaining asset quality related article in the Memorandum.
The Federal Reserve Board has established risk-based standards for measuring
capital adequacy for U.S. banking organizations. In general, the standards
require banks and bank holding companies to maintain capital based on "risk-
adjusted" assets so that categories of assets with potentially higher credit
risk will require more capital backing than assets with lower credit risk. In
addition, banks and bank holding companies are required to maintain capital to
support, on a risk-adjusted basis, certain off-balance sheet activities such as
loan commitments and contingencies.
-10-
<PAGE>
REGULATORY MATTERS AND CAPITAL RESOURCES (CONT'D)
The Federal Reserve Board standards classify capital into two tiers, referred to
as Tier 1 and Tier 2. Tier 1 capital consists of common stockholders' equity and
preferred stock. Tier 2 capital consists of other types of equity instruments
and the allowance for loan and lease losses. All banks are required to meet a
minimum ratio of 8% of qualifying total capital to risk-adjusted total assets
with at least 4% Tier 1 capital.
For most banks, including the Company's subsidiary bank, the minimum Tier 1
leverage ratio is to be 3% plus an additional cushion of at least 100 to 300
basis points depending upon risk profiles and other factors. The Bank's informal
Memorandum of Understanding requires the Bank to maintain a leverage ratio of at
least 6.00%. As shown below, the regulatory leverage ratios exceed the minimum
required at March 31, 1995.
<TABLE>
<CAPTION>
COMPANY BANK
------- -----
<S> <C> <C>
Tier 1 risk-based capital ratio 12.41% 11.65%
Total risk-based capital ratio 13.70% 12.94%
Leverage ratio 6.91% 6.46%
</TABLE>
The approval of the Comptroller of the Currency is required for a national bank
to pay dividends if the total of all dividends declared in any calendar year
exceeds the Bank's net profit (as defined) for that year combined with its
retained net profits for the preceding two calendar years.
LIQUIDITY AND INTEREST RATE SENSITIVITY MANAGEMENT
The primary functions of asset/liability management are to assure adequate
liquidity and maintain an appropriate balance between interest sensitive earning
assets and interest bearing liabilities. Liquidity management involves the
ability to meet the cash flow requirements of customers who may be either
depositors wanting to withdraw funds or borrowers needing assurance that
sufficient funds will be available to meet their credit needs. Interest rate
sensitivity management seeks to avoid fluctuating net interest margins and to
enhance consistent growth of net interest income through periods of changing
interest rates.
As a holding company, the Company's primary sources of liquidity are dividends
from the Bank and interest earned on repurchase agreements with the Bank. The
Company uses its liquidity to pay cash dividends to shareholders, fund operating
expenses and pay income taxes.
Marketable investment securities, particularly those of shorter maturities, are
a principal source of liquidity. Available for sale securities maturing or
likely to be called in two years or less amounted to approximately $13.3 million
at March 31, 1995, representing 27.6% of the available for sale portfolio. Held
to maturity securities maturing or likely to be called in two years or less
amounted to approximately $2.9 million at March 31, 1995, representing
-11-
<PAGE>
LIQUIDITY AND INTEREST RATE SENSITIVITY MANAGEMENT (CONT'D)
6.4% of the held to maturity portfolio. Assets such as federal funds sold and
maturing loans are also sources of liquidity.
During the second quarter of 1994, the Company transferred securities with a
fair value of $5,357,472 from its available for sale portfolio to its held to
maturity portfolio. The transfer was the result of a strategic decision, in
conjunction with the engagement of a new investment advisor, to hold a larger
percentage of the Company's securities to maturity. At the time of transfer,
the securities had an unrealized loss of $599,596. Such amount, after related
tax benefit of $203,863, is reflected as a decrease to stockholders' equity.
This unrealized loss is being amortized over the life of the securities
transferred, which is approximately nine years.
Historically, the overall liquidity of the Company has been enhanced by a high
level of core deposits. Maintaining an ability to acquire large denomination
time deposits, and money fund accounts is a key to assuring liquidity. This
involves maintenance of an appropriate maturity distribution of purchased
funds as well as diversification of sources through various money markets.
During 1Q'95, gross loans increased $7.3 million or 5.2% compared to December
31, 1994. The Company sold approximately $6.6 million of investment
securities available for sale during the period. Total deposits increased
$9.8 million or 4.2% during the quarter. The increase in deposits enabled the
Bank to reduce securities sold under repurchase agreements which decreased
$7.4 million or 4.7%. Management believes the liquidity of the Bank is
sufficient to meet future needs. The Bank does not accept brokered deposits.
Interest rate sensitivity varies with different types of interest-earning
assets and interest-bearing liabilities. Overnight federal funds on which
rates change daily and loans which are indexed to the base rate differ
considerably from longer-term investment securities and fixed-rate loans.
Similarly, time deposits are much more interest sensitive than deposits such
as savings accounts. The shorter term interest rate sensitivities are key to
measuring the interest sensitivity gap, which is the difference between the
total of interest sensitive earning assets and interest bearing liabilities.
Generally, a financial institution with an excess of interest sensitive assets
would have a higher net interest income in times of increasing market interest
rates and lower net interest income in times of decreasing market interest
rates.
The table on the following page shows the interest sensitivity gaps for five
different time intervals as of March 31, 1995 based upon the Company's
earliest repricing opportunity according to contractual terms. Loan balances
do not take into account normal principal amortization or prepayments. During
the first 365 days, there is an excess of interest bearing liabilities over
interest earning assets.
-12-
<PAGE>
LIQUIDITY AND INTEREST RATE SENSITIVITY MANAGEMENT (CONT'D)
<TABLE>
<CAPTION>
INTEREST RATE SENSITIVITY GAPS AS OF MARCH 31, 1995 (in millions):
2-90 91-365 1-2 Over 2
Immediate Days Days Years Years Total
----------- ------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
INTEREST EARNING ASSETS:
Federal funds sold $ 6.5 $ -- $ -- $ -- $ -- $ 6.5
Investment securities -- -- 2.0 11.3 34.9 48.2
available for sale
Investment securities held -- -- 2.9 -- 42.6 45.5
to maturity
Loans 83.1 0.2 1.0 1.2 63.3 148.8
----------- ------- --------- -------- -------- --------
Total interest earning
assets 89.6 0.2 5.9 12.5 140.8 249.0
----------- ------- --------- -------- -------- --------
INTEREST BEARING
LIABILITIES:
Deposits:
Savings, N.O.W. and (100.9) (1.6) -- -- -- (102.5)
money market
Time -- (17.5) (38.4) (20.1) (4.1) (80.1)
Securities sold under (7.7) (0.5) -- -- -- (8.2)
repurchase agreements
Treasury tax and loan notes -- (1.0) -- -- -- (1.0)
----------- ------- --------- -------- -------- --------
Total interest bearing
liabilities (108.6) (20.6) (38.4) (20.1) (4.1) (191.8)
----------- ------- --------- -------- -------- --------
Interest sensitivity gap $(19.0) $(20.4) $(32.5) $ (7.6) $ 136.7 $ 57.2
=========== ======= ========= ======== ======== ========
</TABLE>
One of the objectives of the Company's asset-liability management strategy is
to effectively manage the sensitivity gap.
In 1994, the Company entered into an interest rate swap to manage exposure to
interest rate risk. At March 31, 1995, the Company had outstanding a $5,000,000
interest rate swap agreement whereby, for a three year period, the Company
receives a fixed payment of 7.95% on the amount of the agreement in exchange for
a variable rate payment indexed to the three month London Interbank Offered Rate
(LIBOR) on the same agreement amount. The variable rate payment on March 31,
1995 was 6.25%.
During the first quarter of 1995, the Company entered into an interest rate
floor agreement to manage exposure to interest rate risk. At March 31, 1995, the
Company had outstanding a $10,000,000 interest rate floor agreement whereby, for
a five year period, the Company receives an interest payment if the three month
London Interbank Offered Rate (LIBOR) declines below 6.25%. This payment would
be based upon the rate difference between current LIBOR and 6.25% accrued on the
notional value of $10,000,000. The transaction fee paid of $88,000 is currently
being amortized over the life of the contract.
-13-
<PAGE>
PART II - OTHER INFORMATION
ITEMS 1-5 - Not Applicable
ITEM 6 - Exhibits and reports on Form 8-K:
(a) EXHIBITS
<TABLE>
<CAPTION>
Page
----
<S> <C>
3.1) Articles of Organization
a. Articles of organization amended as of January 13, 1986 ...... *
b. Amendment dated April 27, 1987................................ *
c. Amendment dated April 25, 1988................................ *
3.2) By-Laws.............................................................. ***
10.1) Agreement between The Safety Fund Corporation
and Herbert E. Dunnington dated July 26, 1994......................... ***
10.2) The Safety Fund Corporation 1984 Incentive Stock Option Plan
for Key Employees, as amended......................................... **
10.3) The Safety Fund Corporation 1994 Incentive and nonqualified
Stock Option Plan for Key Employees................................... ***
10.4) Memorandum of Understanding by and between Safety Fund
National Bank and the office of the Comptroller of the Currency
dated April 16, 1992................................................... *
10.5) Severance Agreement between Martin D. McNamara and
Safety Fund National Bank dated February 1, 1994....................... *
10.6) Employment Agreement between The Safety Fund Corporation
and Christopher W. Bramley dated as of February 1, 1994............... ***
10.7) Employment and Change of Control Agreement between The Safety
Fund Corporation and Stephen R. Shirley dated June 1, 1994............ ***
10.8) Employment and Change of Control Agreement between The Safety
Fund Corporation and James C. Garvey dated August 4, 1994............. ***
</TABLE>
-14-
<PAGE>
(a) EXHIBITS (Continued)
<TABLE>
<CAPTION>
Page
----
<S> <C>
10.9) Incentive Plan for Senior Officers....................................... ***
21) List of Subsidiaries....................................................... *
27.1) Financial data schedule................................................... 18
</TABLE>
- --------------------------------------------------------------------------------
* Incorporated by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1993
** Incorporated by reference from the Exhibit 10.4 to Registration
Statement No. 33-19325.
*** Incorporated by reference from the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1994
(b) No Form 8-K was filed during the current quarter ended March 31, 1995.
-15-
<PAGE>
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.
THE SAFETY FUND CORPORATION
---------------------------
(Registrant)
Date: May 5, 1995 /S/ CHRISTOPHER W. BRAMLEY
------------------- ------------------------------------------
Christopher W. Bramley
President and Chief Executive Officer
Principal Executive Officer
Date: May 5, 1995 /S/ MARTIN F. CONNORS, JR
------------------- ------------------------------------------
Martin F. Connors, Jr., Treasurer
Principal Financial and Accounting Officer
(Signature)
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<PAGE>
THE SAFETY FUND CORPORATION
INDEX TO EXHIBITS
Description Page
- ---------------------------------------------------------------------
27.1) Financial data schedule .................................. 18
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1994
<PERIOD-START> JAN-01-1995 JAN-01-1994
<PERIOD-END> MAR-31-1995 MAR-31-1994
<CASH> 14,673,089 15,223,830
<INT-BEARING-DEPOSITS> 0 0
<FED-FUNDS-SOLD> 6,500,000 3,300,000
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 47,212,495 54,537,725
<INVESTMENTS-CARRYING> 45,490,853 45,598,639
<INVESTMENTS-MARKET> 44,776,214 43,213,908
<LOANS> 148,785,002 141,458,341
<ALLOWANCE> 6,729,953 6,417,407
<TOTAL-ASSETS> 273,381,073 271,060,757
<DEPOSITS> 245,286,737 235,474,507
<SHORT-TERM> 9,182,629 17,979,602
<LIABILITIES-OTHER> 859,019 954,004
<LONG-TERM> 0 0
<COMMON> 5,523,735 5,523,735
0 0
0 0
<OTHER-SE> 12,528,953 11,128,909
<TOTAL-LIABILITIES-AND-EQUITY> 273,381,073 271,060,757
<INTEREST-LOAN> 3,467,820 2,904,379
<INTEREST-INVEST> 1,635,471 1,079,175
<INTEREST-OTHER> 20,385 50,890
<INTEREST-TOTAL> 5,123,676 4,034,444
<INTEREST-DEPOSIT> 1,554,336 1,210,301
<INTEREST-EXPENSE> 1,745,428 1,260,163
<INTEREST-INCOME-NET> 3,378,248 2,774,281
<LOAN-LOSSES> 525,000 215,006
<SECURITIES-GAINS> 781 54,800
<EXPENSE-OTHER> 3,444,534 3,418,975
<INCOME-PRETAX> 348,782 (229,808)
<INCOME-PRE-EXTRAORDINARY> 348,782 (229,808)
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 217,982 (126,208)
<EPS-PRIMARY> .20 (.12)
<EPS-DILUTED> 0 0
<YIELD-ACTUAL> 0 0
<LOANS-NON> 0 0
<LOANS-PAST> 0 0
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 0 0
<CHARGE-OFFS> 0 0
<RECOVERIES> 0 0
<ALLOWANCE-CLOSE> 0 0
<ALLOWANCE-DOMESTIC> 0 0
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
