<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(mark one)
/X/ Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(fee required)
For the Fiscal Year ended December 31, 1998
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OR
/ / Transition Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
(no fee required)
For the Transition period from to
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Commission File Number 0 - 24024
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First Community Financial Group, Inc.
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(Exact name of registrant as specified in its charter)
Washington 91-1277503
- -------------------------------- ------------------------------------
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
721 College St. S.E., P.O. Box 3800, Lacey, WA 98503
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(Address of principal executive offices)
Registrant's telephone number: (360) 459-1100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $2.50 par value
-----------------------------
(Title of class)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X No
---- ----
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this form 10-K /X/
State the issuer's revenues for its most recent fiscal year: $28,408,000
--------------
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: at December 31, 1998 - $46,242,476
----------------------------------
Number of shares of common stock outstanding as of December 31, 1998: 2,126,147
---------
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement (the "Proxy Statement") for use in
connection with the annual meeting of shareholders to be held on May 4, 1999,
are incorporated by reference into Parts II and III of this Annual Report.
<PAGE>
PART I
ITEM 1 - BUSINESS
First Community Financial Group, Inc. ("FCFG" or "the Company") was incorporated
under the laws of the State of Washington in November 1983 as First Community
Bancorp, Inc. and is a bank holding company. The company's name was changed to
First Community Financial Group in July, 1992. In 1984, pursuant to a plan of
reorganization, FCFG acquired all of the stock of First Community Bank of
Washington ("FCB" or "Bank"), a state banking corporation chartered under the
laws of the State of Washington in 1979.
On March 1, 1993, the Company acquired Citizens First Bank ("CFB"), a state
banking corporation chartered under the laws of the State of Washington in 1978.
On December 8, 1995 CFB's banking charter was merged into First Community Bank.
On November 29, 1995, the Company acquired Northwest Community Bank ("NCB"), a
state banking corporation chartered under the laws of the State of Washington in
1991 and merged it into FCB. The transaction was accomplished through an
exchange of FCFG's stock for shares of NCB stock. The accompanying financial
information has been prepared following the pooling-of-interests method of
accounting and reflects the combined financial position and operating results of
FCFG and NCB for all periods presented.
During 1996, Premises, Inc., a non-bank corporation formed for the purpose of
acquiring and holding properties used by FCFG's banking subsidiaries, was merged
into FCB.
On February 6, 1997 the Company acquired Prairie Security Bank, a three branch
bank headquartered in Yelm, Washington with total assets of approximately $45
million. The purchase price of approximately $7,469,000 was a combination of
cash and FCFG common stock. This in-market merger, accounted for as a purchase,
allowed the Company to consolidate two branches in Yelm, as well as two in
Olympia, Washington in addition to achieving certain other economies typical of
such transactions.
On July 18, 1997, the Bank completed the purchase of four Wells Fargo Bank
branches. This acquisition included $43,200,000 in deposits as well as branch
facilities in Hoquiam, Montesano, Toledo and Winlock, Washington. The branches
in Winlock, Toledo and Montesano represent further expansion of the Company's
market area. The Hoquiam branch represents further penetration into an existing
market.
On January 20, 1999, Information Management Systems ("IMS"), a non-banking
corporation formed for the purpose of providing data processing services to the
Bank, was merged with and into FCB.
The principal offices of FCFG and FCB are located in Lacey, Washington. The Bank
engages in general banking business through fourteen branches and a mortgage
production office in Thurston, Grays Harbor, Lewis and Pierce Counties. The
Bank's banking business includes the acceptance of demand, time and savings
deposits and the making of loans. The Bank provides a full range of consumer
banking services including: savings accounts, checking accounts, installment,
mortgage and commercial lending, safety deposit facilities, time deposits, Visa
and MasterCard and other consumer and business-related financial services
including the sale of non-deposit investment products.
COMPETITION
The financial services industry is highly competitive. The Bank competes
actively with national and state banks, mutual savings banks, savings and loans,
finance companies, credit unions, brokerage houses and other financial
institutions operating in the service area. Many of these financial institutions
have merged or are in process of merging and many are larger in size than the
Bank, with greater resources.
2
<PAGE>
EMPLOYEES
FCFG and its subsidiaries employed a total of 189 employees, consisting of 158
full time and 31 part time employees at December 31, 1998. Such employees are
not represented by a union organization or other collective bargaining group,
and management considers their relations with their employees to be very good.
BANK SUPERVISION AND REGULATION
The following generally refers to certain significant statutes and regulations
affecting the banking industry. These references are only intended to provide
brief summaries and, therefore, are not complete and are qualified by the
statutes and regulations referenced. Changes in applicable laws or regulations
may have a material effect on the business and prospects of the Company. The
operations of the Company may also be affected by changes in the policies of
banking and other government regulators. The Company cannot accurately predict
the nature or extent of the effects on its business and earnings that fiscal or
monetary policies, or new federal or state laws, may have in the future.
THE COMPANY
GENERAL
As a bank holding company, the Company is subject to the Bank Holding Company
Act of 1956 ("BHCA"), as amended, which places the Company under the supervision
of the Board of Governors of the Federal Reserve. The Company must file annual
reports with the Federal Reserve and must provide it with such additional
information as it may require. In addition, the Federal Reserve periodically
examines the Company and its subsidiaries, including the Bank.
BANK HOLDING COMPANY REGULATION
In general, the BHCA limits bank holding company business to owning or
controlling banks and engaging in other banking-related activities. Bank holding
companies must obtain the FRB's approval before they: (1) acquire direct or
indirect ownership or control of any voting shares of any bank that results in
total ownership or control, directly or indirectly, of more than 5% of the
voting shares of such bank; (2) merge or consolidate with another bank holding
company; or (3) acquire substantially all of the assets of any additional banks.
Subject to certain state laws, such as age and contingency laws, a bank holding
company that is adequately capitalized and adequately managed may acquire the
assets of both in-state and out-of-state banks.
CONTROL OF NONBANKS. With certain exceptions, the BHCA prohibits bank
holding companies from acquiring direct or indirect ownership or control of
voting shares in any company that is not a bank or a bank holding company unless
the FRB determines that the activities of such company are incidental or closely
related to the business of banking. If a bank holding company is
well-capitalized and meets certain criteria specified by the FRB, it may engage
de novo in certain permissible nonbanking activities without prior FRB approval.
CONTROL TRANSACTIONS. The Change in Bank Control Act of 1978, as
amended, requires a person (or group of persons acting in concert) acquiring
"control" of a bank holding company to provide the FRB with 60 days' prior
written notice of the proposed acquisition. Following receipt of this notice,
the FRB has 60 days within which to issue a notice disapproving the proposed
acquisition, but the FRB may extend this time period for up to another 30 days.
An acquisition may be completed before expiration of the disapproval period if
the FRB issues written notice of its intent not to disapprove the transaction.
In addition, any "company" must obtain the FRB's approval before acquiring 25%
(5% if the "company" is a bank holding company) or more of the outstanding
shares or otherwise obtaining control over the Company.
3
<PAGE>
TRANSACTIONS WITH AFFILIATES
The Company and the Bank are deemed affiliates within the meaning of the Federal
Reserve Act, and transactions between affiliates are subject to certain
restrictions. Accordingly, the Company and the Bank must comply with Sections
23A and 23B of the Federal Reserve Act. Generally, Sections 23A and 23B (1)
limit the extent to which a financial institution or its subsidiaries may engage
in "covered transactions" with an affiliate, as defined, to an amount equal to
10% of such institution's capital and surplus and an aggregate limit on all such
transactions with all affiliates to an amount equal to 20% of such capital and
surplus, and (2) require all transactions with an affiliate, whether or not
"covered transactions," to be on terms substantially the same, or at least as
favorable to the institution or subsidiary, as those provided to a
non-affiliate. The term "covered transaction" includes the making of loans,
purchase of assets, issuance of a guarantee and other similar types of
transactions.
REGULATION OF MANAGEMENT
Federal law (1) sets forth the circumstances under which officers or directors
of a financial institution may be removed by the institution's federal
supervisory agency; (2) places restraints on lending by an institution to its
executive officers, directors, principal stockholders, and their related
interests; and (3) prohibits management personnel from serving as a director or
in other management positions with another financial institution which has
assets exceeding a specified amount or which has an office within a specified
geographic area.
TIE-IN ARRANGEMENTS
The Company and the Bank cannot engage in certain tie-in arrangements in
connection with any extension of credit, sale or lease of property or furnishing
of services. For example, with certain exceptions, neither the Company nor the
Bank may condition an extension of credit on either (1) a requirement that the
customer obtain additional services provided by it or (2) an agreement by the
customer to refrain from obtaining other services from a competitor.
The FRB has adopted significant amendments to its anti-tying rules that: (1)
removed FRB-imposed anti-tying restrictions on bank holding companies and their
non-bank subsidiaries; (2) allow banks greater flexibility to package products
with their affiliates; and (3) establish a safe harbor from the tying
restrictions for certain foreign transactions. These amendments were designed to
enhance competition in banking and nonbanking products and to allow banks and
their affiliates to provide more efficient, lower cost service to their
customers. However, the impact of the amendments on the Company and the Bank is
unclear at this time.
STATE LAW RESTRICTIONS. As a Washington business corporation, the Company may
be subject to certain limitations and restrictions as provided under applicable
Washington corporate law. In addition, Washington banking law restricts and
governs certain activities of the Bank.
THE BANK
GENERAL
The Bank, as non-Fed member FDIC insured institution, is subject to regulation
and examination by the FDIC. The federal laws that apply to the Bank regulate,
among other things, the scope of its business, its investments, its reserves
against deposits, the timing of the availability of deposited funds and the
nature and amount of and collateral for loans. The laws and regulations
governing the Bank generally have been promulgated to protect depositors and not
to protect stockholders of the bank or its holding company.
CRA. The Community Reinvestment Act (the "CRA") requires that, in
connection with examinations of financial institutions within their
jurisdiction, the FDIC evaluates the record of the financial institutions in
meeting the credit needs of their local communities, including low and moderate
income neighborhoods, consistent with the safe and sound operation of those
banks. These factors are also considered in evaluating mergers, acquisitions,
and applications to open a branch or facility.
4
<PAGE>
INSIDER CREDIT TRANSACTIONS. Banks are also subject to certain
restrictions imposed by the Federal Reserve Act on extensions of credit to
executive officers, directors, principal shareholders, or any related interests
of such persons. Extensions of credit (i) must be made on substantially the same
terms, including interest rates and collateral, and follow credit underwriting
procedures that are not less stringent than those prevailing at the time for
comparable transactions with persons not covered above and who are not
employees; and (ii) must not involve more than the normal risk of repayment or
present other unfavorable features. Banks are also subject to certain lending
limits and restrictions on overdrafts to such persons. A violation of these
restrictions may result in the assessment of substantial civil monetary
penalties on the affected bank or any officer, director, employee, agent, or
other person participating in the conduct of the affairs of that bank, the
imposition of a cease and desist order, and other regulatory sanctions.
FDICIA. Under the Federal Deposit Insurance Corporation Improvement Act
of 1991 (the "FDICIA"), each federal banking agency has prescribed, by
regulation, noncapital safety and soundness standards for institutions under its
authority. These standards cover internal controls, information systems, and
internal audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth, compensation, fees and benefits, such other operational
and managerial standards as the agency determines to be appropriate, and
standards for asset quality, earnings and stock valuation. An institution which
fails to meet these standards must develop a plan acceptable to the agency,
specifying the steps that the institution will take to meet the standards.
Failure to submit or implement such a plan may subject the institution to
regulatory sanctions. Management of the Company believes that the Bank meets all
such standards, and therefore, does not believe that these regulatory standards
materially affect the Company's business operations.
INTERSTATE BANKING AND BRANCHING
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
"Interstate Act") permits nationwide interstate banking and branching under
certain circumstances. This legislation generally authorizes interstate
branching and relaxes federal law restrictions on interstate banking. Currently,
bank holding companies may purchase banks in any state, and states may not
prohibit such purchases. Additionally, banks are permitted to merge with banks
in other states as long as the home state of neither merging bank has "opted
out." The Interstate Act requires regulators to consult with community
organizations before permitting an interstate institution to close a branch in a
low-income area.
Under recent FDIC regulations, banks are prohibited from using their interstate
branches primarily for deposit production. The FDIC has accordingly implemented
a loan-to-deposit ratio screen to ensure compliance with this prohibition.
With regard to interstate bank mergers, Washington has "opted in" to the
Interstate Act and allows in-state banks to merge with out-of-state banks
subject to certain aging requirements. Washington law generally authorizes the
acquisition of an in-state bank by an out-of-state bank through merger with a
Washington financial institution that has been in existence for at least 5 years
prior to the acquisition. With regard to interstate bank branching, out-of-state
banks that do not already operate a branch in Washington may not establish de
novo branches in Washington or establish and operate a branch by acquiring a
branch in Washington.
DEPOSIT INSURANCE
The deposits of the Bank are currently insured to a maximum of $100,000 per
depositor through the Bank Insurance Fund ("BIF") administered by the FDIC. All
insured banks are required to pay semi-annual deposit insurance premium
assessments to the FDIC.
5
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The FDICIA included provisions to reform the Federal Deposit Insurance System,
including the implementation of risk-based deposit insurance premiums. The
FDICIA also permits the FDIC to make special assessments on insured depository
institutions in amounts determined by the FDIC to be necessary to give it
adequate assessment income to repay amounts borrowed from the U.S. Treasury and
other sources, or for any other purpose the FDIC deems necessary. The FDIC has
implemented a risk-based insurance premium system under which banks are assessed
insurance premiums based on how much risk they present to the BIF. Banks with
higher levels of capital and a low degree of supervisory concern are assessed
lower premiums than banks with lower levels of capital or a higher degree of
supervisory concern.
DIVIDENDS
The principal source of the Company's cash revenues is dividends received from
the Bank. The payment of dividends is subject to government regulation, in that
regulatory authorities may prohibit banks and bank holding companies from paying
dividends which would constitute an unsafe or unsound banking practice. In
addition, a bank may not pay cash dividends if that payment could reduce the
amount of its capital below that necessary to meet minimum applicable regulatory
capital requirements. Other than the laws and regulations noted above, which
apply to all banks and bank holding companies, neither the Company nor the Bank
is currently subject to any regulatory restrictions on its dividends.
CAPITAL ADEQUACY
Federal bank regulatory agencies use capital adequacy guidelines in the
examination and regulation of bank holding companies and banks. If capital falls
below minimum guideline levels, the holding company or bank may be denied
approval to acquire or establish additional banks or nonbank businesses or to
open new facilities.
The FDIC and Federal Reserve use risk-based capital guidelines for banks and
bank holding companies. These are designed to make such capital requirements
more sensitive to differences in risk profiles among banks and bank holding
companies, to account for off-balance sheet exposure and to minimize
disincentives for holding liquid assets. Assets and off-balance sheet items are
assigned to broad risk categories, each with appropriate weights. The resulting
capital ratios represent capital as a percentage of total risk-weighted assets
and off-balance sheet items. The guidelines are minimums, and the Federal
Reserve has noted that bank holding companies contemplating significant
expansion programs should not allow expansion to diminish their capital ratios
and should maintain ratios well in excess of the minimum. The current guidelines
require all bank holding companies and federally-regulated banks to maintain a
minimum risk-based total capital ratio equal to 8%, of which at least 4% must be
Tier I capital. Tier I capital for bank holding companies includes common
shareholders' equity, certain qualifying perpetual preferred stock and minority
interests in equity accounts of consolidated subsidiaries, less intangibles
except as described above.
The Federal Reserve also employs a leverage ratio, which is Tier I capital as a
percentage of total assets less intangibles, to be used as a supplement to
risk-based guidelines. The principal objective of the leverage ratio is to
constrain the maximum degree to which a bank holding company may leverage its
equity capital base. The Federal Reserve requires a minimum leverage ratio of
3%. However, for all but the most highly rated bank holding companies and for
bank holding companies seeking to expand, the Federal Reserve expects an
additional cushion of at least 1% to 2%.
FDICIA created a statutory framework of supervisory actions indexed to the
capital level of the individual institution. Under regulations adopted by the
FDIC, an institution is assigned to one of five capital categories depending on
its total risk-based capital ratio, Tier I risk-based capital ratio, and
leverage ratio, together with certain subjective factors. Institutions which are
deemed to be "undercapitalized" depending on the category to which they are
assigned are subject to certain mandatory supervisory corrective actions. the
Company does not believe that these regulations have any material effect on
their operations.
6
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EFFECTS OF GOVERNMENT MONETARY POLICY
The earnings and growth of the Company are affected not only by general economic
conditions, but also by the fiscal and monetary policies of the federal
government, particularly the Federal Reserve. The Federal Reserve can and does
implement national monetary policy for such purposes as curbing inflation and
combating recession, but its open market operations in U.S. government
securities, control of the discount rate applicable to borrowings from the
Federal Reserve, and establishment of reserve requirements against certain
deposits, influence the growth of bank loans, investments and deposits, and also
affect interest rates charged on loans or paid on deposits. The nature and
impact of future changes in monetary policies and their impact on the Company
and the Bank cannot be predicted with certainty.
CHANGES IN BANKING LAWS AND REGULATIONS
The laws and regulations that affect banks and bank holding companies are
currently undergoing significant changes. In 1998, legislation was proposed in
the United States Congress which contained proposals to alter the structure,
regulation, and competitive relationships of the nation's financial
institutions. Although the legislation was not passed in the 1998 general
session of Congress, similar legislation has been proposed in 1999 and may be
proposed in the coming years which, if enacted into law, could have the effect
of increasing or decreasing the cost of doing business, limiting or expanding
permissible activities (including activities in the insurance and securities
fields), or affecting the competitive balance among banks, savings associations,
and other financial institutions. Some of these bills may reduce the extent of
federal deposit insurance, broaden the powers or the geographical range of
operations of bank holding companies, alter the extent to which banks could
engage in securities activities, and change the structure and jurisdiction of
various financial institution regulatory agencies. Whether or in what form such
legislation may be adopted, or the extent to which the business of the Company
and the Bank might be affected thereby, cannot be predicted with certainty.
ITEM 2 - PROPERTIES
The Bank owns the property and building on which the, Elma, Hoquiam -
Timbermens, Lacey, Yelm, Fircrest, Eatonville, Winlock, Toledo, Montesano,
Centralia and downtown Olympia branches are situated, as well as the property
and building occupied by the Aberdeen branch, which opened March 9, 1998. The
Bank also owns land and buildings in Olympia and Hoquiam that had previously
been bank branches. The Tumwater branch is operated out of a building owned by
FCB which is situated on leased property. The Panorama City branch is operated
out of leased space.
The Lacey branch is a two story building with a basement and a drive-up, which
has approximately 17,500 square feet and is fully utilized as a branch bank,
administrative offices, operations center and data processing facility. The
Tumwater, Yelm, Eatonville, Winlock, Centralia, Aberdeen and Hoquiam branches
are single story structures with drive-up facilities. The Elma and Toledo
branches are two story structures with drive-up facilities. The Toledo branch is
a single story structure with a walk up ATM. The Downtown Olympia branch is a
two story structure with a drive-up. The Fircrest facility is an office
condominium, of which the Bank occupies approximately one-half.
ITEM 3 - LEGAL PROCEEDINGS
From time to time in the ordinary course of business, FCFG or its subsidiaries
may be involved in litigation. At the present time neither FCFG nor any of its
subsidiaries are involved in any material litigation proceeding.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the year ended December 31, 1998, no matters were
submitted to the security holders through the solicitation of proxies or
otherwise.
7
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PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
No broker makes a market in FCFG's common stock, and trading has not been
extensive. Trades that have occurred cannot be characterized as amounting to an
active market. The stock is traded by individuals on a personal basis and is not
listed on any exchange or traded on the over-the-counter market. Due to the
limited information available, the following price information may not
accurately reflect the actual market value of FCFG's shares. The following data
includes trades between individual investors and new issues of stock. It does
not include the exercise of stock options or shares issued in the acquisition of
Prairie Security Bank, nor does it include shares purchased by the Company as
discussed in Note 11 of the consolidated financial statements.
<TABLE>
<CAPTION>
# of Shares
Period Traded Price Range
<S> <C> <C>
1995 25,938 $17.60 - $21.00
1996 61,036 $20.00 - $22.00
1997 44,969 $21.00 - $24.50
1998 75,713 $20.96 - $35.00
</TABLE>
At December 31, 1998, options for 384,626 shares of FCFG common stock were
outstanding. See Note 16 of the audited financial statements for additional
information.
NUMBER OF EQUITY HOLDERS
As of December 31, 1998, there were 1,301 holders of record of FCFG's common
stock.
DIVIDENDS
There were no cash dividends declared in 1998, 1997 or 1996. Stock dividends of
5% were issued on May 6, 1998, April 15, 1997, and March 20, 1996, respectively.
Washington law limits the ability of the Bank to pay dividends to the Company.
Under these restrictions, a bank may not declare or pay any dividend in an
amount greater than its retained earnings without approval of the Division of
Banks. All of the retained earnings of FCB are available for the payment of
dividends to the Company under these restrictions, subject to the federal
capital regulations discussed above.
8
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ITEM 6 - SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
($ in thousands, except per share data) 1998 1997 1996 1995 1994
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
For the Year
Net interest income $14,302 $12,106 $9,361 $9,410 $9,157
Non-interest income 4,996 4,263 1,824 1,723 2,013
Non-interest expense and taxes 15,693 15,650 9,324 10,213 8,772
- --------------------------------------------------------------------------------------------------------------------------
Net income $3,605 $719 $1,861 $920 $1,797
- --------------------------------------------------------------------------------------------------------------------------
Per Common Share
Basic Earnings Per Share(1) $1.74 $0.36 $1.01 $0.47 $0.98
- --------------------------------------------------------------------------------------------------------------------------
Stock Dividends declared 5% 5% 5% 5% 10%
- --------------------------------------------------------------------------------------------------------------------------
Balance Sheet Data:
Total Assets $271,566 $294,474 $176,501 $177,832 $162,173
Long-term debt 2,808 3,818 1,294 1,237 $1,113
Stockholders' equity 30,341 26,165 20,919 19,240 17,986
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Earnings per Share for all periods prior to 1997 have been restated in
connection with the adoption of SFAS 128.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Incorporated by reference to the section entitled MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS as set forth in the
1999 Annual Proxy Statement ("Proxy Statement").
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Incorporated by reference to the section entitled MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - LIQUIDITY, RATE
SENSITIVITY AND MARKET RISK as set forth in the Proxy Statement.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Audited Consolidated Financial Statements, notes, and supplementary data
called for by this item is incorporated by reference to the Proxy Statement.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Within the 24 months prior to December 31, 1998, FCFG has neither changed
independent accountants, at either FCFG's election or by reason of the
accountant's resignation, nor had any disagreements in regards to matters of
accounting principles, practices or financial statement disclosure.
9
<PAGE>
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT
Incorporated by reference to the sections entitled ELECTION OF DIRECTORS -
INFORMATION WITH RESPECT TO NOMINEES AND DIRECTORS WHOSE TERMS CONTINUE,
MANAGEMENT, AND SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE, as set forth in the Proxy Statement.
ITEM 11 - EXECUTIVE COMPENSATION
Incorporated by reference to the sections entitled INFORMATION REGARDING THE
BOARD OF DIRECTORS AND ITS COMMITTEES - DIRECTOR COMPENSATION AND EXECUTIVE
COMPENSATION, as set forth in the Proxy Statement.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference to the sections entitled ELECTION OF DIRECTORS -
INFORMATION WITH RESPECT TO NOMINEES AND DIRECTORS WHOSE TERMS CONTINUE, AND
OWNERSHIP OF FCFG COMMON STOCK, as set forth in the Proxy Statement.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference to the section entitled CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, as set forth in the Proxy Statement.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The following exhibits are filed as part of this report:
(a)(1) Financial Statements:
The Audited Consolidated Financial Statements, notes, and
supplementary data called for by this item is incorporated by
reference to the Proxy Statement.
(a)(2) Financial Statement Schedules. None
(a)(3) Exhibits. See separate Exhibit Index
(b) Reports on Form 8-K. None
(c) Exhibits. See separate Exhibit Index
(d) Financial Statement Schedules: None
10
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 24th day of March,
1999.
FIRST COMMUNITY FINANCIAL GROUP, INC.
(Registrant)
By: /s/ Ken F. Parson
--------------------------------------
Ken F. Parsons
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on the 24th day of March, 1999.
<TABLE>
<CAPTION>
Signatures Title
- ---------- -----
<S> <C>
Principal Executive Officer
/s/ Ken F. Parsons
- ----------------------- President, Chief Executive Officer, and Chairman of the Board
Ken F. Parsons
Chief Financial and Accounting Officer
/s/ James F. Arneson
- ----------------------- Executive Vice President and Chief Financial Officer
James F. Arneson
/s/ E. Paul DeTray
- ----------------------- Director
E. Paul DeTray
/s/ A. Richard Panowicz
- ----------------------- Director
A. Richard Panowicz
/s/ Patrick L. Martin
- ----------------------- Director
Patrick L. Martin
/s/ Michael N. Murphy
- ----------------------- Director
Michael N. Murphy
</TABLE>
11
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EXHIBIT INDEX
Exhibit No. Exhibit Description
- ----------- -------------------
(3) a. Amended and Restated Articles of Incorporation.(1)
(3) c. Registrant's Bylaws.(2)
(10) a. Employment contract for Ken F. Parsons.(3)
(10) b. Employment contract for John A. Huber.(2)
(10) c. 1992 Stock Option Plan for Non-employee Directors.(4)
(10) d. Second Amended Non-employee Directors Stock Option Plan.(4)
(10) e. Employee Stock Option and Restricted Stock Award Plan.(4)
(10) f. Executive Supplemental Income Plan.(4)
(10) g. 1994 Stock Option Plan for Non-employee Directors.(5)
(10) h. Settlement Agreement between First Community Bank of Washington,
Michael D. Edwards and Marieke Edwards, dated August, 1997.(6)
(10) i. Employment contract for James F. Arneson.
(21) Subisidaries of Registrant.
(27) Financial Data Schedule.
- ---------------------
(1) Incorporated by reference to Exhibit 3 of the Registrant's Registration
Statement on Form 10Q-SB for the quarter ended October 31, 1996.
(2) Incorporated by reference to Exhibits 3 and 10 of the Registrant's
Registration Statement on Form S-4 declared effective on November 20,
1992, Commission File No. 33-52556.
(3) Incorporated by reference to Exhibit 10 of the Registrant's Quarterly
Report on Form 10Q-SB for the quarter ended September 30, 1996.
(4) Incorporated by reference from Exhibit 10 of Registrant's Annual Report
on Form 10-KSB for the fiscal year ending December 31, 1992.
(5) Incorporated by reference to Exhibit 10 of Registrant's Annual Report
on Form 10-KSB for the fiscal year ending December 31, 1994.
(6) Incorporated by reference to Exhibit 10 to Registrant's Annual Report
on Form 10K-SB for the fiscal year ending December 31, 1997.
12
<PAGE>
FIRST COMMUNITY FINANCIAL GROUP
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), signed December 28, 1998,
between FIRST COMMUNITY FINANCIAL GROUP and FIRST COMMUNITY BANK OF WASHINGTON
(collectively, the "Bank") and JAMES F. ARNESON ("Executive") takes effect on
the Effective Date of this document ("Effective Date").
RECITALS
A. Executive is presently the Bank's Chief Financial Officer. The Bank
wishes to continue Executive's employment in that capacity under the
terms and conditions of this Agreement.
B. Under the terms of this Agreement, Executive wishes to continue his
employment with the Bank (or its successor, if any) on a full-time
basis for the period provided in this Agreement.
AGREEMENT
The parties agree as follows.
1. EMPLOYMENT. The Bank will continue Executive's employment during the
Term, and Executive accepts employment by the Bank on the terms and
conditions set forth in this Agreement. Executive's title will be
"Chief Financial Officer."
2. EFFECTIVE DATE AND TERM.
(a) EFFECTIVE DATE. This Agreement is effective as of
March 1, 1998.
(b) TERM. The term of this Agreement ("Term") is two years,
beginning on the Effective Date and will be automatically
extended one additional year on the anniversary of the
Effective Date.
3. DUTIES. Executive will faithfully and diligently perform the duties
assigned to Executive from time to time by the Bank's Chairman or
President, consistent with the duties that have been normal and
customary to Executive's position. Executive will use his best efforts
to perform his duties and will devote full time and attention to these
duties. Executive will report directly to the Bank's President. The
Bank's board of directors may, from time to time, modify Executive's
title or performance responsibilities to accommodate management
succession, as well as any other management objectives of the Bank.
4. SALARY. Initially, Executive will receive a salary of $90,000 per
year, to be paid in accordance with the Bank's regular payroll
schedule.
1
<PAGE>
5. INCENTIVE COMPENSATION. The Bank's board of directors, will
determine the amount of bonus, if any, to be paid by the Bank to
Executive for each year during the Term. In making this determination,
the Bank's board of directors will consider factors such as Executive's
performance of his duties and the safety, soundness, and profitability
of the Bank. Executive's bonus, if any, will reflect Executive's
contribution to the performance of the Bank during the year.
6. INCOME DEFERRAL AND BENEFITS. Subject to eligibility requirements and
in accordance with and subject to any policies adopted by the Bank.
Executive will be entitled to receive benefits (including stock options
and participation in the Executive Supplemental Income Plan) similar to
those offered to other executive officers of the Bank and its
subsidiaries with position and duties comparable to those of Executive.
7. BUSINESS EXPENSES. The Bank will reimburse Executive for ordinary and
necessary expenses (including, without limitation, travel,
entertainment, and similar expenses) incurred in performing and
promoting the Bank's business. Executive will present from time to time
itemized accounts of these expenses, subject to any limits of Bank
policy or the rules and regulations of the Internal Revenue Service.
8. CHANGE IN CONTROL
(a) DEFINITION OF "CHANGE IN CONTROL." "Change in Control" of
the Bank shall be deemed to have occurred if (i) any person,
firm, corporation or other business entity, at any time, by
merger, consolidation, purchase or otherwise, is or becomes
the "beneficial owner" directly or indirectly, of securities
of the Bank representing 50% or more of the combined voting
power of the Bank's then outstanding securities; or (ii) an
agreement is approved for the sale or disposition of all or
substantially all of the Bank's assets; or (iii) during any
period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of
Company cease for any reason to constitute at least a majority
thereof unless the election, or the nomination for election by
stockholders, of each new director was approved by a vote of a
least two-thirds of the directors then still in office who
were directors at the beginning of the period.
(b) DEFINITION OF "CHANGE IN CONTROL PERIOD." "Change in
Control Period" shall be defined as any time during a period
beginning six months prior to the earlier of a public
announcement of a Change In Control if public announcement is
made, or the date on which the Board of Directors knows, or
should reasonably know of an impending Change in Control, and
ending twenty four (24) months subsequent to the consummation
of a Change in Control.
(c) STOCK OPTIONS. Upon a change in control rights to all
unexpired stock options granted to Executive will fully and
immediately vest. If terminated within the Change in Control
Period, but prior to the Change in Control, any options that
may have expired as a result of the termination will be
reinstated upon the consummation of the Change in Control such
that the option or the related right as defined in the option
plan may be exercised in accordance with the plan.
2
<PAGE>
(d) SALARY CONTINUATION PAYMENT. Upon Termination on
Change in Control Executive will receive cash payments for a
period of 24 months equal to the highest monthly base salary
he has received in any of the 24 months prior to termination.
9. TERMINATION.
(a) TERMINATION BY BANK FOR CAUSE. If, before the end of the
Term, the Bank terminates Executive's employment for Cause or
Executive terminates his employment without Good Reason, the
Bank will pay Executive the salary earned and expenses
reimbursable under this Agreement incurred through the date of
Executive's termination. At the election of the Bank,
Executive will be subject to the noncompetition and
nonsolicitation requirements as described in SECTION 13 and
will receive noncompetition compensation as described in
SECTION 13e.
(b) TERMINATION BY BANK OR EXECUTIVE. If before the end of the
Term, the Bank terminates Executive's employment without Cause
or Executive terminates his employment for Good Reason
(defined below), the Bank will pay Executive an amount equal
to one year's salary. Additionally, Executive will be subject
to the noncompetition and nonsolicitation requirements of
SECTION 13 for 12 months following termination and will
receive noncompetition compensation as described in SECTION
13e.
(c) DEATH OR DISABILITY. This Agreement terminates (1) if
Executive dies or (2) if Executive is unable to perform his
duties and obligations under this Agreement for a period of 90
days as a result of a physical or mental disability arising at
any time during the term of this Agreement, unless with
reasonable accommodation Executive could continue to perform
his duties under this Agreement and making these
accommodations would not require the Bank to expend any funds.
If termination occurs under this Section 8(c), Executive or
his estate will be entitled to receive only the compensation
and benefits earned and expenses reimbursable through the date
this Agreement terminated.
(d) TERMINATION RELATED TO A CHANGE IN CONTROL. In the event
that any person extends any proposal or offer which is
intended to or may result in a Change in Control, Executive
shall, at the Company's request, assist the Company in
evaluating such proposal or offer. Further, as a condition to
receipt of the Salary Continuation Payment defined below,
Executive agrees not to resign his position with the Company
during any period from the receipt of a specific Change in
Control proposal up to the consummation or abandonment of the
transaction contemplated by such Proposal.
(1) TERMINATION BY BANK. If the Bank, or its
successor in interest by merger, or its transferee in
the event of a purchase in an assumption transaction,
for reasons other than Executive's death, disability,
or Cause terminates Executive's employment within the
Change in Control Period, the Bank will pay Executive
the Salary Continuation Payment.
3
<PAGE>
(2) TERMINATION BY EXECUTIVE. If Executive terminates
Executive's employment, with or without Good Reason,
within one year following a Change in Control, the
Bank will pay Executive the Salary Continuation
Payment.
(e) RETURN OF BANK PROPERTY. If and when Executive ceases, for
any reason, to be employed by the Bank, Executive must return
to the Bank all keys, pass cards, identification cards and any
other property of the Bank. At the same time, Executive also
must return to the Bank all originals and copies (whether in
hard copy, electronic or other form) of any documents,
drawings, notes, memoranda, designs, devices, diskettes,
tapes, manuals, and specifications which constitute
proprietary information or material of the Bank. The
obligations in this paragraph include the return of documents
and other materials which may be in Executive's desk at work,
in Executive's car or place of residence, or in any other
location under Executive's control.
(f) EXECUTIVE SUPPLEMENTAL INCOME (ESI) PLAN. In
addition to the benefits described above, Executive may be
covered under an Executive Supplemental Income agreement. Upon
termination, Executive's rights with respect to ESI benefits
will be determined in accordance with the ESI agreement.
10. DEFINITION OF CAUSE "Cause" means any one or more of the following:
Willful misfeasance or gross negligence in the performance of
Executive's duties;
Conviction of a crime in connection with his duties;
Conduct demonstrably and significantly harmful to the Bank, as
reasonably determined by the Bank's board of directors on the
advice of legal counsel; or
Permanent disability, meaning a physical or mental impairment
which renders Executive incapable of substantially performing
the duties required under this Agreement, and which is
expected to continue rendering Executive so incapable for the
reasonably foreseeable future.
11. DEFINITION OF GOOD REASON. "Good Reason" means only any one or more
of the following:
Reduction, without Executive's consent, of Executive's salary
or elimination of any compensation or benefit plan benefitting
Executive unless applicable to all officers;
The assignment to Executive without his consent of any
authority or duties materially inconsistent with Executive's
position as of the date of this Agreement; or
A relocation or transfer of Executive's principal place of
employment that would require Executive to commute on a
regular basis more than 30 miles each way from his current
business office at the Bank on the date of this Agreement,
unless Executive consents to the relocation or transfer.
4
<PAGE>
12. CONFIDENTIALITY. Executive will not, after signing this Agreement,
including during and after its Term, use for his own purposes or
disclose to any other person or entity any confidential information
concerning the Bank, unless (1) the Bank consents to the use or
disclosure of their respective confidential information, (2) the use or
disclosure is consistent with Executive's duties under this Agreement,
or (3) disclosure is required by law or court order.
13. NONCOMPETITION.
(a) PARTICIPATION IN A COMPETING BUSINESS. During the Term and
for twelve (12) months after expiration of the Term (such
12-months being the "Post-Term Period") (regardless of whether
Executive's employment ends at the end of the Term or at some
other point after the end of the Term), Executive will not
become involved with a Competing Business or serve, directly
or indirectly, a Competing Business in any manner, including,
without limitation, as a shareholder, member, partner,
director, officer, manager, investor, organizer, "founder,"
employee, consultant, or agent; PROVIDED, HOWEVER, that
Executive may acquire and own an interest not exceeding 2% of
the total equity interest in any publicly held entity whose
equity securities are listed on a national securities exchange
(whether or not such entity is a Competing Business).
Executive's noncompetition obligations for the Post-Term
Period will not apply if termination occurs within the Change
in Control Period.
(b) NO SOLICITATION. During the Term and for the Post-Term
Period (regardless of whether Executive's employment ends at
the end of the Term or at some other point after the end of
the Term), Executive will not directly or indirectly solicit
or attempt to solicit (1) any employees located in Thurston,
Pierce, Mason or Lewis Counties in Washington State (the
"Counties") of the Bank, to leave their employment or (2) any
customers located in the Counties of the Bank, to remove their
business from the Bank, or to participate in any manner in a
Competing Business. Solicitation prohibited under this Section
includes solicitation by any means, including, without
limitation, meetings, letters or other mailings, electronic
communications of any kind, and internet communications.
Executive's nonsolicitation obligations for the Post-Term
Period will not apply if termination occurs within the Change
in Control Period.
(c) EMPLOYMENT OUTSIDE THE COUNTIES. Nothing in this Agreement
prevents Executive from accepting employment after the end of
the Term outside the Counties from a Competing Business, as
long as Executive will not (a) act as an employee or other
representative or agent of the Competing Business within the
Counties or (b) have any responsibilities for the Competing
Business' operations within the Counties.
(d) COMPETING BUSINESS. "Competing Business" means any
financial institution or trust company that competes with, or
will compete in the Counties with, the Bank. The term
"Competing Business" includes, without limitation, any
start-up or other financial institution or trust company
information.
5
<PAGE>
(e) NONCOMPETITION COMPENSATION. As compensation for the
agreements referred to in Section 13, commencing at the
beginning of the Post-Term Period, Executive will receive cash
payments from the Bank for a period of 12 successive months
equal to the highest monthly base salary paid in any of the 12
months prior to termination.
14. ENFORCEMENT.
(a) The Bank and Executive stipulate that, in light of all of
the facts and circumstances of the relationship between
Executive and the Bank, the agreements referred to in Sections
12 and 13 (including without limitation their scope, duration
and geographic extent) are fair and reasonably necessary for
the protection of the Bank's confidential information,
goodwill and other protectable interests. If a court of
competent jurisdiction should decline to enforce any of those
covenants and agreements, Executive and the Bank request the
court to reform these provisions to restrict Executive's use
of confidential information and Executive's ability to compete
with the Bank to the maximum extent, in time, scope of
activities, and geography, the court finds enforceable.
(b) Executive acknowledges that the Bank will suffer immediate
and irreparable harm that will not be compensable by damages
alone, if Executive repudiates or breaches any of the
provisions of Sections 12 or 13 or threatens or attempts to do
so. For this reason, under these circumstances, the Bank, in
addition to and without limitation of any other rights,
remedies or damages available to it at law or in equity, will
be entitled to obtain temporary, preliminary, and permanent
injunctions in order to prevent or restrain the breach, and
neither the Bank will be required to post a bond as a
condition for the granting of this relief.
15. ADEQUATE CONSIDERATION. Executive specifically acknowledges the
receipt of adequate consideration for the covenants contained in
Sections 12 and 13 and that the Bank is entitled to require him to
comply with these Sections. These Sections will survive termination of
this Agreement. Executive represents that if his employment is
terminated, whether voluntarily or involuntarily, Executive has
experience and capabilities sufficient to enable Executive to obtain
employment in areas which do not violate this Agreement and that the
Bank's enforcement of a remedy by way of injunction will not prevent
Executive from earning a livelihood.
16. ARBITRATION.
(a) ARBITRATION. At either party's request, the parties must
submit any dispute, controversy or claim arising out of or in
connection with, or relating to, this Agreement or any breach
or alleged breach of this Agreement, to arbitration under the
American Arbitration Association's rules then in effect (or
under any other form of arbitration mutually acceptable to the
parties). A single arbitrator agreed on by the parties will
conduct the arbitration. If the parties cannot agree on a
single arbitrator, each party must select one arbitrator and
those two arbitrators will select a third arbitrator. This
third arbitrator will hear the dispute. The arbitrator's
decision is final (except as otherwise specifically provided
by law) and binds the parties, and either party may request
any court having jurisdiction to enter a judgment and to
enforce the arbitrator's decision. The arbitrator will
6
<PAGE>
provide the parties with a written decision naming the
substantially prevailing party in the action. This prevailing
party is entitled to reimbursement from the other party for
its costs and expenses, including reasonable attorneys' fees.
(b) GOVERNING LAW. All proceedings will be held at a place
designated by the arbitrator in Thurston County, Washington.
The arbitrator, in rendering a decision as to any state law
claims, will apply Washington law.
(c) EXCEPTION TO ARBITRATION. Notwithstanding the above, if
Executive violates Section 12 or 13, the Bank will have the
right to initiate the court proceedings described in Section
14(b), in lieu of an arbitration proceeding under this Section
16. The Bank may initiate these proceedings wherever
appropriate within Washington State; but Executive will
consent to venue and jurisdiction in Thurston County,
Washington.
17. MISCELLANEOUS PROVISIONS.
(a) DEFINED TERMS. Capitalized terms used as defined terms,
but not defined in this Agreement, will have the meanings
assigned to those terms in the Plan.
(b) ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding between the parties concerning its subject
matter and supersedes all prior agreements. Accordingly,
Executive specifically waives the terms of and all of his
rights under all employment, change-in-control and salary
continuation agreements, whether written or oral, he has
previously entered into with the Bank or any of its
Subsidiaries or affiliates.
(c) BINDING EFFECT. This Agreement will bind and inure to the
benefit of the Bank's, and Executive's heirs, legal
representatives, successors and assigns.
(d) LITIGATION EXPENSES. If either party successfully seeks to
enforce any provision of this Agreement or to collect any
amount claimed to be due under it, this party will be entitled
to reimbursement from the other party for any and all of its
out-of-pocket expenses and costs including, without
limitation, reasonable attorneys' fees and costs incurred in
connection with the enforcement or collection.
(e) WAIVER. Any waiver by a party of its rights under this
Agreement must be written and signed by the party waiving its
rights. A party's waiver of the other party's breach of any
provision of this Agreement will not operate as a waiver of
any other breach by the breaching party.
(f) COUNSEL REVIEW. Executive acknowledges that he has had the
opportunity to consult with independent counsel with respect
to the negotiation, preparation, and execution of this
Agreement.
(g) ASSIGNMENT. The services to be rendered by Executive under
this Agreement are unique and personal. Accordingly, Executive
may not assign any of his rights or duties under this
Agreement.
7
<PAGE>
(h) AMENDMENT. This Agreement may not be modified or amended
except by a written instrument signed by both parties with the
prior written consent of the Bank.
(i) SEVERABILITY. The provisions of this Agreement are
severable. The invalidity of any provision will not affect the
validity of other provisions of this Agreement.
(j) GOVERNING LAW AND VENUE. This Agreement will be governed
by and construed in accordance with Washington law, except to
the extent that certain matters may be governed by federal
law. Except as otherwise provided in Section 16(c), the
parties must bring any legal proceeding arising out of this
Agreement in Thurston County, Washington, and the parties will
submit to jurisdiction in that county.
(k) COUNTERPARTS. This Agreement may be executed in one or
more facsimile counterparts, each of which will be deemed an
original, but all of which taken together will constitute one
and the same document.
Signed: December 28, 1998:
-----------------
FIRST COMMUNITY FINANCIAL GROUP
/s/ Ken F. Parsons
---------------------------------------
By: Ken F. Parsons
Its: President and CEO
FIRST COMMUNITY BANK OF WASHINGTON
/s/ Ken F. Parsons
---------------------------------------
By: Ken Parsons
Its: Chairman, President and CEO
JAMES F. ARNESON, individually
/s/ James F. Arneson
---------------------------------------
JAMES F. ARNESON
8
<PAGE>
EXHIBIT 21
FIRST COMMUNITY FINANCIAL GROUP, INC.
Subsidiaries Owned at December 31, 1998
Name of Subsidiary Trade Name State of Incorporation
- ------------------ --------- ----------------------
First Community Bank of Washington Same Washington
Information Management Systems, Inc.(1) Same Washington
FCB Financial Services, Inc. Same Washington
- ----------------------
(1) On January 20, 1999, Information Management Systems ("IMS")
was merged with and into First Community Bank of Washington.
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<PAGE>
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<NAME> FIRST COMMUNITY FINANCIAL GROUP
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