<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
- --------------------------------------------------------------------------------
Date of Report (Date of earliest event reported): May 13, 1997
(February 28, 1997)
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JEFFERSON SAVINGS BANCORP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-21466 43-1625841
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(Commission File Number) (IRS Employer Identification No.)
14915 MANCHESTER ROAD, BALLWIN, MISSOURI 63011
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 227-3000
Not Applicable
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(Former name or former address, if changed since last report)
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Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired
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Audited Financial Statements of L & B Financial, Inc.
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1. Report of Independent Auditors (Incorporated by reference to the
Registrant's Form 8-K filed March 14, 1997).
2. Consolidated Balance Sheets as of June 30, 1996 and 1995 (Incorporated
by reference to the Registrant's Form 8-K filed March 14, 1997).
3. Consolidated Statements of Income for the Years Ended June 30, 1996,
1995 and 1994 (Incorporated by reference to the Registrant's Form 8-K
filed March 14, 1997).
4. Consolidated Statement of Stockholders' Equity for the Years Ended
June 30, 1996, 1995 and 1994 (Incorporated by reference to the
Registrant's Form 8-K filed March 14, 1997).
5. Consolidated Statements of Cash Flows for the Years Ended June 30,
1996, 1995 and 1994 (Incorporated by reference to the Registrant's
Form 8-K filed March 14, 1997).
6. Notes to Consolidated Financial Statements (Incorporated by
reference to the Registrant's Form 8-K filed March 14, 1997).
Unaudited Financial Statements of L & B Financial, Inc.:
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1. Consolidated Balance Sheet as of December 31, 1996 and 1995
(Incorporated by reference to the Registrant's Form 8-K filed March
14, 1997).
2. Consolidated Statements of Income for the Six Months Ended December
31, 1996 and 1995 (Incorporated by reference to the Registrant's Form
8-K filed March 14, 1997).
3. Consolidated Statements of Cash Flows for the Three and Six
Months Ended December 31, 1996 and 1995.
4. Consolidated Statements of Changes in Stockholders' Equity for the
Twelve Months Ended June 30, 1996 and the Six Months Ended December
31, 1996.
(b) Unaudited Pro Forma Financial Information:
------------------------------------------
1. Pro Forma Combined Condensed Balance Sheet as of December 31, 1996.
2. Pro Forma Combined Condensed Statement of Income for the Year Ended
December 31, 1996, and notes thereto.
(c) Exhibits The following exhibits are submitted herewith:
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Exhibit No. Exhibit
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2(a) Agreement and Plan of Merger, dated September 25, 1996, by
and between the Registrant, Jefferson Savings AcquisitionCo,
Inc. and L & B Financial, Inc., incorporated herein by
reference to the Registrant's Registration Statement on Form
S-4 filed with the Commission on December 19, 1996, with a
Pre-Effective Amendment No. 1 filed on January 24, 1997, and
effective on January 28, 1997.
2
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2(b) Agreement and Plan of Merger, dated January 7, 1997, by and
between Loan & Building State Savings Bank and First Federal
Savings Bank of North Texas (Incorporated by reference to
the Registrant's Form 8-K filed March 14, 1997).
2(c) Agreement and Plan of Merger, dated May 31, 1996, as amended
on August 31, 1996 and on October 9, 1996, by and between
the Registrant, First Federal Savings Bank of North Texas,
and Texas Heritage Savings Association/Banc, incorporated
herein by reference to the Registrant's Registration
Statement on Form S-4 filed with the Commission on October
28, 1996, and effective on October 29, 1996.
99(a)(i) Press Release, dated January 2, 1997, with respect to the
Registrant's acquisition of Texas Heritage Savings
Association/Banc (Incorporated by reference to the
Registrant's Form 8-K filed March 14, 1997).
99(a)(ii) Press Release, dated March 3, 1997, with respect to the
Registrant's acquisition of L & B Financial, Inc.
(Incorporated by reference to the Registrant's Form 8-K
filed March 14, 1997).
3
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L&B FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three and Six Months ended December 31, 1996 (unaudited) and 1995 (unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------------- --------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 236 $ 363 $ 82 $ 730
Adjustments to reconcile net income to net cash provided by
Depreciation and amortization of premises and equipment 45 30 90 58
Unearned compensation expense 46 0 92 0
Not loss on the sale of investment securities available-for-sale 0 15 0 13
Net gain on the sale of loans held-for-sale (36) 0 (63) 0
Net gain on the sale of REO 0 0 0 (5)
FHLB stock dividends (11) (11) (22) (23)
Decrease (increase) in accrued interest receivable 25 101 7 (56)
Decrease (increase) in other assets 87 (497) (121) (602)
(Decrease) increase in other liabilities (1,526) (456) (525) 16
------------ ------------ ------------ ------------
Net cash (used) provided by operating activities (1,134) (455) (460) 131
============ ============ ============ ============
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan origination (7,166) (10,808) (27,096) (16,673)
Principal repayments on loans 5,058 6,919 20,314 10,022
Sale of loans held-for-sale 1,529 2,325 3,540 4,329
Purchase of investment and mortgage-backed securities:
Held-to-maturity (1,019) 0 (1,019) (11,411)
Available-for-sale 0 6 0 (3,000)
Maturity of investments and mortgage-backed securities held-to-maturity
510 568 3,645 1,093
Sale of investment and mortgage-backed securities available-for sale 0 3,482 0 5,482
Principal repayments on mortgage-backed securities held-to-maturity 1,325 1,212 2,912 3,305
Proceeds from the sale of real estate acquired through foreclosure 0 0 60 8
Purchase of premises and equipment (2) (244) (79) (288)
------------ ------------ ------------ ------------
Net cash provided by (used in) investing activities 235 3,460 2,277 (7,133)
============ ============ ============ ============
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid in cash ($0.20 per share - 1996 and 1995) (151) (154) (301) (314)
Net increase (decrease) in deposits 25 29 (298) 1,109
Repayment of FHLB advances (3,500) 0 (3,500) (9,908)
Proceeds from FHLB advances 2,500 3,500 2,500 18,404
------------ ------------ ------------ ------------
Net cash (used in) provided by financing activities (1,126) 3,375 (1,599) 9,391
============ ============ ============ ============
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
(2,025) 6,380 218 2,389
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
11,159 2,427 8,916 6,418
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 9,134 $ 8,807 $ 9,134 $ 8,800
============ ============ ============ ============
</TABLE>
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L&B FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Twelve Months ended June 30, 1996 and Six Months ended December 31, 1996
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
Net
unrealized
gain/(loss)
on
Additional Unearned securities
Common Treasury Paid-in ESOP Unearned available
Stock Stock Capital Shares Compensation for sale
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT JUNE 30, 1995 $17 $ 0 $15,998 $(896) $ 0 $ (9)
======== ========= =========== ========= ============= ============
Net change in unrealized gain
(loss) on securities available-for- - - - - (109) -
sale
Fair value of share committed to
be released from ESOP - - - 71 - -
Shares purchased for stock
compensation plans - - - - (420) -
Cash dividend ($.040 per share) - - - - - -
Purchase of treasury stock - (1) (833) - - -
Compensation expense under
stock compensation plan - - - - 112 -
Net income - - - - - -
-------- --------- ----------- --------- ------------- ------------
BALANCE AT JUNE 30, 1996 $17 $(1) $15,165 $(825) $(308) $(118)
======== ========= =========== ========= ============= ============
Fair value of shares committed to
be released from ESOP - - - 50 - -
Compensation expense under
stock compensation plan - - - - 42 -
Net change in unrealized gain
(loss) on securities available-for-
sale - - - - - 153
Cash dividend ($0.20 per share) - - - - - -
Net income - - - - - -
-------- --------- ----------- --------- ------------- ------------
BALANCE AT DECEMBER 31,
1996 $17 $(1) $15,165 $(775) $(266) $35
======== ========= =========== ========= ============= ============
</TABLE>
<TABLE>
<CAPTION>
Retained
Earnings- Total
Substantially Stockholders'
Restricted Equity
<S> <C> <C>
BALANCE AT JUNE 30, 1995 $10,544 $25,654
============== ==============
Net change in unrealized gain
(loss) on securities available-for- - (109)
sale
Fair value of share committed to
be released from ESOP - 71
Shares purchased for stock
compensation plans (151) (571)
Cash dividend ($.040 per share) (625) (625)
Purchase of treasury stock (365) (1,199)
Compensation expense under
stock compensation plan 112
Net income 1,450 1,450
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BALANCE AT JUNE 30, 1996 $10,583 $24,783
============== ==============
Fair value of shares committed to
be released from ESOP - 50
Compensation expense under
stock compensation plan - 42
Net change in unrealized gain
(loss) on securities available-for- - 153
sale
Cash dividend ($0.20 per share) (301) (301)
Net income 82 82
-------------- --------------
BALANCE AT DECEMBER 31,
1996 $10,634 $24,809
============== ==============
</TABLE>
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JEFFERSON SAVINGS BANCORP, INC.
Pro Forma Combined Condensed Financial Information
(Unaudited)
On December 30, 1996, Jefferson Savings Bancorp, Inc., St. Louis, Missouri (the
Company) completed its purchase of Texas Heritage Association/Banc in Rowlett,
Texas (Texas Heritage) in exchange for a combination of $5,147,000 in cash and
223,151 shares of the Company's common stock with a value of $5,155,000. On
February 28, 1997, the Company completed its purchase of L&B Financial, Inc. in
Sulphur, Springs, Texas (L&B Financial) in exchange for a combination of
$15,266,000 in cash and 547,950 shares of the Company's common stock with a
value of $15,277,000.
The following unaudited pro forma financial information combines the historical
financial information of the Company and L&B Financial and Texas Heritage giving
effect to the mergers. The pro forma combined condensed balance sheet reflects
the acquisition of L&B Financial as if it had become effective on December 31,
1996, while the pro forma combined condensed statement of income for the year
ended December 31, 1996 reflects the acquisitions of L&B Financial and Texas
Heritage using an effective date of January 1, 1996.
The acquisitions have been accounted for using the purchase method of
accounting. The adjustments arising from the application of the purchase method
of accounting are described in the notes to the pro forma combined condensed
financial statements.
The unaudited pro forma combined condensed financial statements should be read
in conjunction with the accompanying notes and the audited consolidated
financial statements and notes thereto of the Company as of December 31, 1996,
and L&B Financial and Texas Heritage as of June 30, 1996. The pro forma
financial statements may not be indicative of the results that actually would
have occurred if the acquisition had been effective on the dates indicated or
which may be obtained in the future.
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JEFFERSON SAVINGS BANCORP, INC.
Pro Forma Combined Condensed Balance Sheet (Unaudited)
December 31, 1996
(Dollars expressed in thousands)
<TABLE>
<CAPTION>
Pro Forma
-----------------------------
Jefferson L&B Adjustments
Savings Financial, Increase
Bancorp, Inc. Inc. (Decrease) Combined
------------- ---- ---------- --------
<S> <C> <C> <C> <C>
Assets
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Cash..................................................... $ 7,359 1,345 - 8,704
Interest-bearing deposits and federal funds sold......... 16,346 7,789 - 24,135
Investment securities.................................... 85,702 12,753 (81) (c) 98,374
Mortgage-backed securities............................... 95,203 46,095 (263) (c) 141,035
Loans receivable, net.................................... 885,405 69,657 - 955,062
Investment in real estate, net........................... 4,460 293 - 4,753
Stock in Federal Home Loan Banks......................... 15,769 773 - 16,542
Office properties and equipment, net..................... 9,668 2,257 (627) (c) 11,298
Excess of cost over fair value of net assets acquired.... 19,746 - 29,697 (a) 25,275
(24,809) (b)
641 (c)
Accrued income and other assets.......................... 8,421 1,440 - 9,861
---------- ------- --------- ---------
$1,148,079 142,402 4,558 1,295,039
========== ======= ========= =========
Liabilities and Stockholders' Equity
------------------------------------
Savings deposits......................................... 947,069 104,267 - 1,051,336
Borrowed money........................................... 97,682 12,500 15,266 (a) 125,448
Advance payments by borrowers for taxes and insurance.... 2,884 348 - 3,232
Accrued expenses and other liabilities................... 10,525 478 500 (a) 11,173
(330) (c)
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Total liabilities................................. 1,058,160 117,593 15,436 1,191,189
---------- ------- --------- ---------
Stockholders' equity:
Common stock........................................... 45 17 5 (a) 50
(17) (b)
Additional paid-in capital............................. 45,772 15,165 15,272 (a) 61,044
(15,165) (b)
Retained earnings, subject to certain restrictions..... 50,759 10,634 (10,634) (b) 50,759
Unrealized gain(loss) on assets available for sale..... 50 35 (35) (b) 50
Unamortized restricted stock awards.................... (360) (266) 266 (b) (360)
Unearned ESOP shares................................... (5,345) (775) (1,346) (a) (6,691)
775 (b)
Treasury stock at cost................................. (1,002) (1) 1 (b) (1,002)
---------- ------- --------- ---------
Total stockholders' equity........................ 89,919 24,809 (10,878) 103,850
---------- ------- --------- ---------
$1,148,079 142,402 4,558 1,295,039
========== ======= ========= =========
</TABLE>
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JEFFERSON SAVINGS BANCORP, INC.
Pro Forma Combined Income Statement (Unaudited)
Year Ended December 31, 1996
(Dollars expressed in thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma
---------------------
Jefferson L&B Texas Adjustments
Savings Financial Heritage Increase
Bancorp, Inc Inc Savings (Decrease) Combined
------------- --------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
Interest and Dividend income.............................................. $81,690 10,452 6,844 95(d) 99,081
Interest expense.......................................................... 52,158 5,827 3,349 1,225(e) 62,559
------- ------ ----- ------ ------
Net interest income............................................... 29,532 4,625 3,495 (1,130) 36,522
Provision (credit) for losses on loans.................................... 660 (100) 257 -- 817
------- ------ ----- ------ ------
Net interest income after provision for losses on loans........... 28,872 4,725 3,238 (1,130) 35,705
------- ------ ----- ------ ------
Noninterest income........................................................ 1,118 408 775 -- 2,301
------- ------ ----- ------ ------
Noninterest expense:
General and administrative............................................. 18,570 3,431 2,427 (42)(f) 24,386
SAIF special assessment................................................ 5,599 641 285 6,525
Amortization of excess of cost over fair value of net assets acquired.. 1,023 -- -- 786 (g) 1,809
------- ------ ----- ------ ------
Total noninterest expense......................................... 25,192 4,072 2,712 744 32,720
------- ------ ----- ------ ------
Net income before income taxes.................................... 4,798 1,061 1,301 (1,874) 5,286
Income tax expense (benefit).............................................. 1,982 259 562 (392)(h) 2,411
------- ------ ----- ------ ------
Net income........................................................ $ 2,816 802 739 (1,482) 2,875
======= ====== ===== ====== ======
Earnings per share........................................................ $ .71 .61
======= ======
</TABLE>
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JEFFERSON SAVINGS BANCORP, INC.
Notes to Pro Forma Combined Balance Sheet and Income Statements
(Unaudited)
(a) Represents the acquisition of L&B Financial for $30,543,000. This amount
was paid in $15,266,000 cash and 547,950 shares of the Company's common
stock with a market value of $15,277,000. This includes the purchase of
shares in L&B Financial's Employee Stock Ownership Plan (ESOP) which was
merged into the Company's ESOP. Acquisition costs incurred and estimated
(including data center conversion) were $500,000. The total purchase price
of L&B financial excluding the unearned ESOP shares and including
acquisition costs was $29,697,000. These pro forma financial statements
assume the Company funded the cash portion of the purchase price with
borrowed money.
(b) Represents elimination of stockholders' equity of L&B Financial at December
31, 1996.
(c) Application of the purchase method of accounting gives rise to adjustments
to reflect the fair value of assets acquired and liabilities assumed. The
following summarizes the purchase accounting adjustments for L&B Financial
and the resulting excess cost:
(In thousands)
--------------
Purchase price................................ $30,543
Less amount paid for unearned ESOP shares..... (1,346)
Acquisition costs............................. 500
-------
Total purchase price...................... 29,697
Purchase accounting adjustments:
Investment securities....................... $ (81)
Mortgage-backed securities.................. (263)
Office properties and equipment............. (627)
Deferred income tax liability............... 330
-------
Net purchase accounting adjustments....... (641)
Stockholders' equity of acquired institution 24,809
-------
Adjusted basis of L&B Financial............... 24,168
-------
Excess of cost over fair value of
net assets acquired......................... $ 5,529
=======
(d) Accretion related to purchase accounting adjustments. The adjustments
related to investment securities were a $81,000 discount for L&B Financial
and a $11,000 premium for Texas Heritage which were accreted over a
weighted average expected life of 2 years. The adjustments related to
mortgage backed securities were a $263,000 discount for L&B Financial and a
$35,000 discount for Texas Heritage which were accreted over a weighted
average expected life of 5 years.
(e) Interest paid on borrowings to fund the purchases at an assumed rate of 6%.
Borrowings for the purchases of L&B Financial and Texas Heritages totaled
$15 million and $5 million, respectively.
(f) Amortization of the purchase accounting discount on acquired properties of
$627,000 for L&B Financial, over a useful life of 15 years.
(g) Amortization related to goodwill of $5,529,000 for L&B Financial and
$6,254,000 for Texas Heritage over a life of 15 years.
(h) Income tax benefit on notes (d) through (f) based upon an assumed effective
tax rate of 36%.
<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.
Dated: May 13, 1997
JEFFERSON SAVINGS BANCORP, INC.
/s/ DAVID V. McCAY
By: _________________________________________________
David V. McCay
Chairman of the Board, President and
Chief Executive Officer
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
2(a) Agreement and Plan of Merger, dated September 25, 1996, by
and between the Registrant, Jefferson Savings AcquisitionCo,
Inc. and L & B Financial, Inc., incorporated herein by
reference to the Registrant's Registration Statement on Form
S-4 filed with the Commission on December 19, 1996, with a
Pre-Effective Amendment No. 1 filed on January 24, 1997, and
effective on January 28, 1997.
2(b) Agreement and Plan of Merger, dated January 7, 1997, by and
between Loan & Building State Savings Bank and First Federal
Savings Bank of North Texas (Incorporated by reference to
the Registrant's Form 8-K filed March 14, 1997).
2(c) Agreement and Plan of Merger, dated May 31, 1996, as amended
on August 31, 1996 and on October 9, 1996, by and between
the Registrant, First Federal Savings Bank of North Texas,
and Texas Heritage Savings Association/Banc, incorporated
herein by reference to the Registrant's Registration
Statement on Form S-4 filed with the Commission on October
28, 1996, and effective on October 29, 1996.
99(a)(i) Press Release, dated January 2, 1997, with respect to the
Registrant's acquisition of Texas Heritage Savings
Association/Banc (Incorporated by reference to the
Registrant's Form 8-K filed March 14, 1997).
99(a)(ii) Press Release, dated March 3, 1997, with respect to the
Registrant's acquisition of L & B Financial, Inc.
(Incorporated by reference to the Registrant's Form 8-K
filed March 14, 1997).
</TABLE>
