U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 or 15(d) of
THE SECURITIES EXCHANGE ACT of 1934
For the fiscal year ended December 31, 1998
Commission File Number 0-25616
-------------------------
FC BANC CORP.
(name of small business issuer in its charter)
Ohio 34-1718070 34-1718070
(State or other Jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
Farmers Citizens Bank Building, Box 567, Bucyrus, Ohio 44820
(Address of principal executive offices) (zip code)
Issuer's telephone number (419) 562-4070
-----------------------
Securities registered under Section 12(b) of the Exchange Act:
not applicable
Securities registered under Section 12(g) of the Exchange Act:
Common Shares (No Par Value)
Preferred Shares ($25.00 Par Value)
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 ___
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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- KSB or any amendment to this Form 10-KSB. [ X ]
Securities registered under Section 12(b) of the Exchange Act:
State issuer's revenues for the most recent fiscal year. $7,013,000.
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within the past 60 days: As of March 12, 1999,
633,617 shares of common shares of the Registrant were outstanding. The
aggregate market value of the voting stock held by non-affiliates was
$15,569,876 based upon the trading price of $28.00 per share.
Documents Incorporated by References
The following sections of the definitive Proxy Statement for the 1999
Annual Meeting of Shareholders and the 1998 Annual Report to Shareholders of
Banc Corp are incorporated by reference into Part III of this Form 10-KSB:
1. Proposal 1 - Election of Directors
2. Information Regarding Nominees and Continuing Directors - Director
and Executive Compensation
3. Management's Discussion and Analysis of Financial Condition and
Results of Operations
4. Consolidated Financial Statements and Notes to Consolidated Financial
Statements
Transitional Small Business Disclosure Format YES ___ NO _X_
<PAGE>
FC BANC CORP.
Cross Reference Sheet
Pursuant to Regulation ss 240.12b-23
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FORM 10-KSB EXHIBIT
PART I
<S> <C> <C> <C>
Page No. Page No.
ITEM 1. Description of Business 2
ITEM 2. Description of Property 3
ITEM 3. Legal Proceedings 3
ITEM 4. Submission of Matters to a Vote
of Security Holders Not Applicable
PART II
ITEM 5. Market for the Registrant's Common
Stock and Related Stockholder Matters 3
ITEM 6. Management Discussion and Analysis of
Financial Condition and Results of Operations 4 A-3
ITEM 7. Financial Statements 5 A-16
ITEM 8. Changes In and Disagreements
With Accountants on Accounting Not Applicable
and Financial Disclosures
PART III
ITEM 9. Directors, Executive Officers, Promoters and
Control Persons: Compliance With Section 16(a) B-3
of the Exchange Act B-14
ITEM 10. Executive Compensation B-7
ITEM 11. Security Ownership of Certain B-3
Beneficial Owners and Management B-9
ITEM 12. Certain Relationships and A-24
Related Party Transactions B-13
ITEM 13. Exhibits and Reports on Exhibit A - 1998 Annual Report to Shareholders
Form 8-K as filed on March 2, 1999 (Form ARS)
Exhibit B - Proxy Statement as filed
on March 9, 1999 (Form 14A)
No reports under Form 8-K filed in last quarter of 1998
Exhibit C - Article 9 FDS (Exhibit 27)
</TABLE>
<PAGE>
PART I
ITEM 1. Description of Business
Business
FC Banc Corp. (the "Holding Company") was organized as an Ohio
corporation and incorporated by directors of The Farmers Citizens Bank (the
"Bank") under Ohio law on August 20, 1992, at the direction of the Board of
Directors of the Bank for purpose of becoming a bank holding company by
acquiring all of the outstanding shares of Bank Common Stock. The Holding
Company acquired the Bank effective January 31, 1994. The Holding Company has
authorized 1,000,000 common shares, no par value, of which 665,632 shares are
currently issued and 634,929 are outstanding.
The Holding Company also has authorized 750 preferred shares, par value
$25.00 per share without designating the terms of the preferred shares. No
preferred shares are currently outstanding or presently intended to be issued.
FC Banc Corp. is a bank holding company engaged in the business of
commercial and retail banking through its subsidiary The Farmers Citizens
Bank, which accounts for substantially all of the revenues, operating income,
and assets. The Holding Company may in the future acquire or form additional
subsidiaries, including other banks, to the extent permitted by law.
The Bank conducts a general banking business embracing the usual
functions of a commercial, retail and savings bank, including: time, savings,
money market and demand deposit accounts; commercial, industrial,
agricultural, real estate, consumer installment and credit card lending; safe
deposit box rental, automated teller machines, and other services tailored to
individual customers. The Bank makes and services secured and unsecured loans
to individuals, firms and corporations. The Bank continuously searches for
new products and services which are made available to their customers in order
that they may remain competitive in the market place.
The Holding Company is subject to regulation by the Board of Governors of
the Federal Reserve System (the "Federal Reserve Board") which limits the
activities in which the Holding Company and the Bank may engage. The Bank is
supervised by the State of Ohio, Division of Financial Institutions (the
"Division of Financial Institutions"). The Bank is a member of the Federal
Reserve System and is subject to its supervision. The Bank is also a member
of the Federal Deposit Insurance Corporation (the "FDIC"). As such, the Bank
is subject to periodic examination by the Division of Financial Institutions
and the Federal Reserve Board. The Holding Company and the Bank must file
with the U. S. Securities and Exchange Commission, the Federal Reserve Board
and Division of Financial Institutions the prescribed periodic reports
containing full and accurate statements of its affairs.
Effect of Government Monetary Policies
The earnings of the Bank are affected by domestic economic conditions and
the monetary and fiscal policies of the United States government and its
agencies.
The Federal Reserve Board, through its monetary policies, regulates the
money supply, credit conditions and interest rates in order to influence the
general economic conditions. This is accomplished primarily by their open
market operations through the acquisition and disposition of United States
Government securities, varying the discount rate (rate charged on member bank
borrowings), targeting Federal Funds rates, and adjusting the reserve
requirements of member and nonmember bank deposits. As a result the Federal
Reserve Board's monetary policies have had a significant effect on the
interest income and interest expense of commercial banks and are expected to
continue to do so in the future.
Employees
As of December 31, 1998, the Bank had 39 full-time and eight part-time
employees. Currently the Holding Company has no paid employees.
<PAGE>
Competition
The Bank competes with two area banks and two savings and loan
associations, various finance companies, credit corporations, and both local
and Federal governments for sources and uses of funds. The Bank is the fourth
largest financial institution located in Crawford County, Ohio.
Competitive factors among financial institutions can be classified into
two categories, competitive rates and competitive services. With the advent
of deregulation, rates have become more competitive, especially in the area of
time deposits. From a service standpoint, financial institutions compete
against each other in types of service such as costs, banking hours and
similar features. The Bank is generally competitive with competing financial
institutions in its primary service area with respect to interest rates paid
on time and savings deposits, charges on deposit accounts and interest rates
charged on loans. With respect to services, the Bank offers extended banking
hours and operates two ATM's.
Pursuant to state regulations, the Bank is limited to the amount that it
may lend to a single borrower. As of December 31, 1998 and 1997, the legal
lending limits were approximately $1,988,000 and $1,889,000, respectively. As
of December 31, 1998 and 1997, no loans were over the legal lending limit.
Year 2000 Readiness
The Year 2000 ("Y2K") date change can affect any system that uses
computer software programs or computer chips, including automated equipment
and machinery. For example, many software programs and computer chips store
calendar dates as two-digit rather than four-digit numbers. These software
programs record the year 1998 as "98". This approach will work until the Year
2000 when the "00" may be read as 1900 instead of 2000. The year 2000 is more
than just a mainframe problem. It also includes firmware, embedded systems,
and external systems. Businesses, utilities and other organizations are
fixing their systems to make sure they will operate properly when the calendar
changes. Since banks rely on these systems, they are placing great emphasis
on making sure their systems are ready for the Year 2000. Because of the
importance of this issue, the Holding Company established a committee to
address the Y2K issue. In 1997, the Board of Directors assigned an officer of
the Bank as the Y2K project coordinator and a committee was formed to address
the problem. The project includes planning, assessing, testing and re-testing
with monthly progress reports being made to the Board. The objective is to
ensure that all conceivable steps are taken to facilitate a smooth transition
of all operations of the Bank into the next century. The Holding Company and
the Bank are dedicated to providing reliable, trustworthy banking services to
its customers before, during and after the century transition.
Senior Management and the Board of Directors are actively involved in
overseeing internal Year 2000 efforts and monitoring the business risks posed
by vendors, business partners, counter parties and major loan customers. We
are identifying relevant systems; repairing, replacing, or upgrading systems
to resolve potential problems; and testing systems for Year 2000 compatibility.
We are also working closely with our third-party service providers to monitor
their readiness for Year 2000. Management has been assured by their software
vendors that any program changes necessary to ensure Year 2000 compliance will
be completed in adequate time to prevent any foreseeable processing problems.
We plan to complete testing and have all system changes implemented by June
30, 1999, as required by federal bank regulators. We will have alternative
methods of doing business as a contingency should problems occur. The
contingency plans address actions to be taken to continue operations in the
event of system failure due to areas that cannot be tested in advance, such as
power and telephone service, which are vital to business continuation.
Our continency planning will be substantially complete in advance of the
June 30, 1999 deadline. This plan will include the following:
The policy which explains the process and includes responsibility,
identification of mission critical resources, development of failure
scenarios, allocation of resources, monitoring response to failure,
reporting and review.
A business continuity and contingency plan which shows the relationship
between the business resumption contingency plan and the bank disaster
recovery plan.
The Company Year 2000 organizational chart which assigns responsibility.
The contingency planning time line which includes key milestone dates
and responsibility.
Initial listing of Year 2000 failure scenarios which will be expanded.
A resource usage worksheet which will allow us to determine our
critical resources.
A Y2K critical resource reporting form which will help in proper
allocation of resources.
A Y2K monitoring worksheet which will monitor fluctuations in cash,
ATM usage, customer inquiries, safe deposit rentals and CD maturities.
This contingency planning process will help to minimize the impact and
reduce response time if the failure of a resource occurs. We will modify this
plan as required to achieve Year 2000 readiness.
Management estimates that total Year 2000 project costs will not exceed
the budgeted amount of 202,000. These costs include external consultants,
purchases of hardware and software, customer awareness materials and the
direct costs of internal employees working on the project.
In accordance with the FDIC and FFIEC guidelines, we have and will
continue to keep our customers aware of the Y2K issues and keep them informed
of our progress an we ask that they will respond as to their own efforts to
achieve Year 2000 readiness. Management remains dedicated to providing the
highest level of service to its customers and shareholders, and will continue
a proactive approach to Year 2000 readiness.
This discussion constitutes a Year 2000 Readiness Disclosure within the
meaning of the Year 2000 Readiness and Disclosure Act of 1998.
ITEM 2. Properties
The Bank's principal office is located at 105 Washington Square, Bucyrus,
Ohio 44820. The Bank's three branches are located at 233 North Sandusky
Avenue, Bucyrus, Ohio, 1605 Marion Road, Bucyrus, Ohio, and 103 East Main
Street, Cardington, Ohio. All properties are owned by the Bank with the
exception of the Cardington property which is a leased facility. The Bank
currently supplies the Holding Company a minimal office space at no cost.
ITEM 3. Legal Proceedings
The nature of the Bank's business generates a certain amount of
litigation involving matters arising in the ordinary course of business.
However, in the opinion of Management of the Bank, there are no proceedings
pending to which the Bank is a party or to which its property is subject,
which, if determined adversely to the Bank, would be material in relation to
the Bank's undivided profits or financial condition, nor are there any
proceedings pending other than ordinary routine litigation incident to the
business of the Bank.
In addition, no other material proceedings are pending or are known to be
threatened or contemplated against the bank by government authorities or
others.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
<PAGE>
Part II
ITEM 5. Market for the Registrant's Common Stock and Related Stockholder
Matters
Market Prices and Dividends
At December 31, 1998, the Holding Company had approximately 544
shareholders of record. There is no established public trading market for the
outstanding shares of Holding Company Common Stock, although there have been a
limited number of private transactions known to the management of the Holding
Company. Based solely on information made available to the Holding Company
from a limited number of buyers and sellers, shares of the Holding Company
Common Stock that have actually been traded in private transactions since
December 31, 1994 were all traded between $20.00 and $27.00. There may,
however, have been other transactions at other prices not known to management
of the Holding Company.
Payment of dividends by the Bank is subject to regulatory limitations and
Ohio banking law. Because cash available for dividend distribution to
shareholders of the Holding Company will initially only come from dividends
paid by the Bank to the Holding Company, these regulatory limitations on
dividends by the Bank will affect the amount of funds available for dividends
by the Holding Company.
Dividends by the Bank may be declared by the Bank by its Board of
Directors out of surplus. An Ohio bank must generally maintain surplus in an
amount which is at least equal to the amount of its capital. In addition to
other limitations under Ohio law with respect to the payment of dividends, the
approval of the Division of Financial Institutions is required for the
declaration of dividends by an Ohio bank if the total of all dividends
declared by such bank in any year exceeds the total of its net profits (as
defined in Section 1117.02 of the Ohio Revised Code) for that year combined
with its retained net profits for the preceding two years, less any required
transfers to surplus or a fund for the retirement of any preferred stock or
capital securities.
In 1998 the Holding Company declared cash dividends of $0.30 per share
payable on June 15, 1998 and December 15, 1998 to shareholders of record on
May 15, 1998 and November 30, 1998. Also on July 24, 1998, the board of
directors declared a one-for-one stock dividend in the form of a stock split
to shareholders of record on August 14, 1998. In 1997 the Holding Company
declared cash dividends of $0.60 per share payable on December 15, 1997 to
shareholders of record on December 9, 1997. In 1996 the Holding Company
declared cash dividends of $0.60 per share payable on December 13, 1996 to
shareholders of record on December 6, 1996. In 1995 the Holding Company
declared cash dividends of $0.585 per share payable on December 15, 1995 to
shareholders of record December 8, 1995. In 1994 the Holding Company declared
cash dividends of $0.575 per share payable on December 15, 1994 to
shareholders of record December 7, 1994.
Dividends paid by the Holding Company necessarily depend upon earnings,
financial condition, appropriate legal restrictions and other factors relevant
at the time the Board of Directors of the Holding Company considers dividend
payment. Under the Ohio Revised Code, the Holding Company is prohibited from
paying dividends if either the Holding Company would be unable to pay its
debts as they become due, or the Holding Company's total assets would be less
than its total liabilities plus an amount needed to satisfy any preferential
rights of shareholders. The Holding Company may only pay dividends out of
surplus. Surplus is defined as the excess of a corporation's assets over its
liabilities plus stated capital. Total assets and liabilities are determined
by the Board of Directors, which may base its determination on such factors as
it considers relevant, including without limitation: (i) the book values of
the assets and liabilities of the Holding Company, as reflected on its books
and records; and (ii) unrealized appreciation and depreciation of the assets
of the Holding Company.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
March 31, 1998 June 30, 1998 September 30,1998 December 31,1998
High $22.00 $22.00 $27.00 $27.00
Low $22.00 $27.00 $27.00 $27.00
Dividend Declared $ 0.00 $ 0.30 $ 0.00 $ 0.30
March 31, 1997 June 30, 1997 September 30,1997 December 31,1997
High $22.00 $22.00 $22.00 $22.00
Low $22.00 $22.00 $22.00 $22.00
Dividend Declared $ 0.00 $ 0.00 $ 0.00 $ 0.60
</TABLE>
<PAGE>
If, in the opinion of the applicable federal bank regulatory authority, a
bank under its jurisdiction is engaged in or is about to engage in an unsafe
or unsound practice (which, depending on the financial condition of the bank,
could include the payment of dividends), such authority may require, after
notice and hearing, that such bank cease and desist from such practice. The
Federal Reserve Board has similar authority with respect to bank holding
companies. In addition, the Federal Reserve Bank and the FDIC have issued
policy statements which provide that insured banks and bank holding companies
should generally only pay dividends out of current operating earnings.
In 1993 the Bank had declared equivalent cash dividends of $0.575 per
equivalent share payable on December 6, 1993 to shareholders of record on
November 30, 1993. The Bank has declared regular cash dividends on the Bank
Common Stock in each of the preceding five years.
Finally, the federal bank regulatory authorities have established
guidelines with respect to the maintenance of appropriate levels of capital by
a bank or bank holding company under their jurisdiction. Compliance with the
standards set forth in such policy statements and guidelines could limit the
amounts which subsidiaries can pay as dividends and the amount of dividends
which the Holding Company and its subsidiaries may pay.
ITEM 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information set forth under the captions "Financial Review:
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Five-Year Consolidated Financial Summary" of the 1998 Annual
Report to the Shareholders of the Holding Company filed March 2, 1999, with
the United States Securities and Exchange Commission is incorporated by
reference herein.
ITEM 7. Financial Statements and Supplementary Data
The information set forth under the captions "Consolidated Financial
Statements" and "Notes to Consolidated Financial Statements" of the 1998
Annual Report to Shareholders of the Holding Company filed March 2, 1999, with
the United States Securities and Exchange Commission is incorporated by
reference herein.
ITEM 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not Applicable.
<PAGE>
PART III
ITEM 9. Directors and Executive Officers of the Registrant
The information set forth under the caption "INFORMATION REGARDING
NOMINEES AND CONTINUING DIRECTORS" of the Proxy Statement of the Holding
Company filed March 9, 1999, with the United States Securities and Exchange
Commission is incorporated by reference herein.
ITEM 10. Executive Compensation
The information set forth under the caption "EXECUTIVE COMPENSATION" of
the Proxy Statement of the Holding Company filed March 9, 1999, with the
United States Securities and Exchange Commission is incorporated by reference
herein.
ITEM 11. Security Ownership of Certain Beneficial Owners and Management
The information set forth under the caption "INFORMATION REGARDING
NOMINEES AND CONTINUING DIRECTORS" of the Proxy Statement of the Holding
Company filed March 9, 1999, with the United States Securities and Exchange
Commission is incorporated by reference herein.
ITEM 12. Certain Relationships and Related Transactions
The information set forth under the caption "CERTAIN RELATIONSHIPS AND
RELATED PARTY TRANSACTIONS" of the Proxy Statement of the Holding Company
filed March 9, 1999, with the United States Securities and Exchange Commission
is incorporated by reference herein.
<PAGE>
ITEM 13. Exhibits, Financial Statements, and Reports on Form 8-K
(a) The following documents are filed as a part of this Report:
1. Exhibit A - 1998 Annual Report to Shareholders of the Registrant
filed March 2, 1999, with the United States Securities and
Exchange Commission as Form ARS:
Financial Statements:
Independent Auditors' Report
Consolidated Balance Sheets - As of December 31, 1998 and
1997
Consolidated Statements of Income - Years Ended December
31, 1998, 1997 and 1996
Consolidated Statement of Changes in Shareholders' Equity
- Years Ended December 31, 1998, 1997 and 1996
Consolidated Statements of Cash Flows - For the Years
Ended December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
Financial Review: Management Discussion and Analysis of
Financial Condition and Results of Operations
Statistical Tables:
Five Year Comparative Financial Information as of December
31, 1998, 1997, 1996, 1995 and 1994
Quarterly Condensed Consolidated Financial Information as
of March 31, June 30, September 30, and December 31 for
the years 1998 and 1997
All schedules, except those included in Items 6 and 7, are
omitted because they are inapplicable, not required, or the
information is included in the financial statements or the notes
thereto, or the proxy statement.
2. Exhibit B -Proxy Statement of the Registrant filed March 9, 1999,
with the United States Securities and Exchange Commission as
Form DEF 14A
3. Reports on Form 8-K
The Holding Company did not file any reports on Form 8-K during
the last quarter of 1998.
4. Exhibit C - Article 9 FDS (Exhibit 27)
<PAGE>
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FC BANC CORP.
/s/ G.W. Holden
------------------------------------
G. W. Holden
President and Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of this registrant and in the capacities on
the dates indicated.
/s/ Robert D. Hord /s/ David G. Dostal
------------------------- ----------------------------
Robert D. Hord, Chairman David G. Dostal, Director
March 29, 1999 March 29, 1999
------------------------- ----------------------------
Date Date
/s/ G. W. Holden /s/ Charles W. Kimerline
------------------------- ----------------------------
G. W. Holden, Director Charles W. Kimerline, Director
March 29, 1999 March 29, 1999
------------------------- ----------------------------
Date Date
/s/ Terry L. Gernert /s/ John O. Spreng
------------------------- ----------------------------
Terry L. Gernert, Director John O. Spreng, Jr., Director
March 29, 1999 March 29, 1999
------------------------- ----------------------------
Date Date
/s/ Samuel J. Harvey /s/ Joan C. Stemen
-------------------------- ----------------------------
Samuel J. Harvey, Director Joan C. Stemen, Director
March 29, 1999 March 29, 1999
-------------------------- ----------------------------
Date Date
/s/ James B. Pigman /s/ Jeffrey Wise
-------------------------- ----------------------------
James B. Pigman, Director Jeffrey Wise
Principal Financial Officer
March 29, 1999 March 29, 1999
-------------------------- ----------------------------
Date Date
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
13 Annual Report Incorporated by reference to the 1998 Annual
Report to Shareholders of FC Banc Corp.,
filed with the Securities and Exchange
Commission.
27 Financial Data Schedule
99.1 Proxy Statement Incorporated by reference to the definitive
Proxy Statement for the 1999 Annual Meeting
of Shareholders of FC Banc Corp., filed with
the Securities and Exchange Commission
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
The schedule contains summary financial information extracted from the
Consolidated Balance Sheets as of December 31, 1998 and 1997, and the
related Consolidated Income Statements for the twelve months ended
December 31, 1998 and 1997, and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<CIK> 0000893539
<NAME> FC BANC CORP
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 3,964
<INT-BEARING-DEPOSITS> 5
<FED-FUNDS-SOLD> 3,500
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 37,319
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 45,649
<ALLOWANCE> 7,725
<TOTAL-ASSETS> 96,685
<DEPOSITS> 81,311
<SHORT-TERM> 0
<LIABILITIES-OTHER> 827
<LONG-TERM> 0
0
0
<COMMON> 832
<OTHER-SE> 10,715
<TOTAL-LIABILITIES-AND-EQUITY> 93,685
<INTEREST-LOAN> 4,218
<INTEREST-INVEST> 2,055
<INTEREST-OTHER> 107
<INTEREST-TOTAL> 6,380
<INTEREST-DEPOSIT> 2,535
<INTEREST-EXPENSE> 2,541
<INTEREST-INCOME-NET> 3,839
<LOAN-LOSSES> (75)
<SECURITIES-GAINS> 11
<EXPENSE-OTHER> 3,215
<INCOME-PRETAX> 1,332
<INCOME-PRE-EXTRAORDINARY> 1,001
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,001
<EPS-PRIMARY> 1.56
<EPS-DILUTED> 1.55
<YIELD-ACTUAL> 4.85
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,480
<CHARGE-OFFS> 59
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<ALLOWANCE-FOREIGN> 0
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</TABLE>
