SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------------- ---------------
Commission File Number: 0-21386
T R FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 11-3154382
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1122 FRANKLIN AVENUE, GARDEN CITY, NEW YORK 11530
(Address of principal executive offices) (Zip code)
(516) 742-9300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing for the past 90 days.
Yes /X/ No / /
As of May 8, 1996, there were 8,950,135 shares of common stock outstanding.
<PAGE>
FORM 10-Q
T R FINANCIAL CORP.
INDEX
<TABLE>
<CAPTION>
Page
PART I - FINANCIAL INFORMATION Number
------
<S> <C>
ITEM 1. Financial Statements - Unaudited
Consolidated Statements of Financial Condition at
March 31, 1996 and December 31, 1995 3
Consolidated Statements of Income for the three
months ended March 31, 1996 and 1995 4
Consolidated Statement of Stockholders' Equity for
the three months ended March 31, 1996 5
Consolidated Statements of Cash Flows for the three
months ended March 31, 1996 and 1995 6
Notes to Unaudited Consolidated Financial Statements 7-13
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14-20
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings 21
ITEM 2. Changes in Securities 21
ITEM 3. Defaults Upon Senior Securities 21
ITEM 4. Submission of Matters to a Vote of Security Holders 21
ITEM 5. Other Information 22
ITEM 6. Exhibits and Reports on Form 8-K 22
Signature Page 23
</TABLE>
2
<PAGE>
T R FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1996 1995
- - ------ ----------------- -----------
<S> <C> <C>
Cash and cash equivalents $44,432 $ 21,204
Trading account securities 2,962 ---
Securities available for sale:
Bonds and equities 303,016 304,154
Mortgage-backed securities 143,419 226,842
--------- -------
Total securities available for sale 446,435 530,996
--------- -------
Securities held to maturity, net (estimated fair value of $928,328 and $880,197
at March 31, 1996 and December 31, 1995, respectively):
Bonds 75,810 98,792
Mortgage-backed securities 846,719 756,831
--------- ----------
Total securities held to maturity, net 922,529 855,623
--------- ----------
Loans, net of deferred income 1,506,209 1,423,574
Allowance for possible loan losses (13,740) (13,267)
--------- ---------
Net loans 1,492,469 1,410,307
--------- ----------
Other real estate owned, net 8,659 6,547
Banking house and equipment, net 11,810 11,877
Accrued interest receivable 19,267 20,223
Federal Home Loan Bank stock, at cost 32,333 33,603
Deferred tax asset, net 8,603 4,410
Other assets 12,459 9,833
--------- ---------
Total assets $3,001,958 $2,904,623
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Due to depositors $2,090,780 $2,038,341
Borrowed funds 646,663 594,563
Mortgagors' escrow deposits 25,362 16,852
Accounts payable and accrued expenses 16,828 12,987
Official checks outstanding 14,821 25,102
Accrued taxes payable 6,429 3,095
Other liabilities 13,956 13,999
------ ---------
Total liabilities 2,814,839 2,704,939
--------- ---------
Commitments and contingencies --- ---
Stockholders' equity:
Preferred stock, $.01 par value, 5,000,000 shares authorized; none issued --- ---
Common stock, $.01 par value, 30,000,000 shares authorized;
11,362,000 shares issued; 8,948,097 shares and 9,480,557 shares outstanding
at March 31, 1996 and December 31, 1995, respectively 114 114
Additional paid-in-capital 101,574 101,063
Retained earnings, partially restricted 139,020 133,111
Net unrealized appreciation (depreciation)
in certain securities, net of tax (1,104) 4,230
Less:Unallocated common stock held by ESOP (6,484) (6,763)
Unearned common stock held by Bank's Recognition and Retention
Plans and Trusts (RRP's) (663) (907)
Common stock held by Bank's Supplemental Executive Retirement
Plan and Trust, at cost (25,292 shares and 25,110 shares at
March 31, 1996 and December 31, 1995, respectively) (356) (351)
Treasury stock, at cost (2,413,903 shares and 1,881,443 shares
at March 31, 1996 and December 31, 1995, respectively) (44,982) (30,813)
--------- ---------
Total stockholders' equity 187,119 199,684
--------- ---------
Total liabilities and stockholders' equity $3,001,958 $2,904,623
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE>
T R FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months ended March 31,
1996 1995
------------------- -------------
Interest income: (in thousands, except per share amounts)
<S> <C> <C>
Mortgage loans $26,068 $21,613
Mortgage-backed securities 18,372 13,481
Bonds, equities and other investments 6,266 8,932
Other loans 1,452 962
------ -------
Total interest income 52,158 44,988
------ -------
Interest expense:
Deposits 24,011 19,854
Borrowed funds 8,569 8,375
------- ------
Total interest expense 32,580 28,229
------- ------
Net interest income before provision
for possible loan losses 19,578 16,759
Provision for possible loan losses 500 600
------ ------
Net interest income after provision
for possible loan losses 19,078 16,159
------ ------
Non-interest income:
Loan fees and other charges, net 1,447 1,276
Net gain (loss) on securities activities 2,755 (102)
Gain on sales of whole loans 1 0
Other income 417 382
----- ------
Total non-interest income 4,620 1,556
------ ------
Non-interest expense:
Salaries and employee benefits 6,326 5,763
Occupancy and equipment expense 1,297 1,062
Marketing expense 668 786
Other real estate owned expense 369 337
FDIC assessment 1 924
Other operating expense 2,151 1,878
------ ------
Total non-interest expense 10,812 10,750
------ ------
Income before provision for income taxes 12,886 6,965
Provision for income taxes 5,702 3,074
----- -----
Net income $ 7,184 $3,891
====== =====
Net income per common and common
equivalent share outstanding $0.80 $0.40
==== ====
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE>
T R FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
For the
three months ended
March 31, 1996
------------------------------
(in thousands except share and
per share amounts)
COMMON STOCK (PAR VALUE)
<S> <C>
Balance at beginning and end of period............................................. $ 114
--------
ADDITIONAL PAID-IN CAPITAL
Balance at beginning of period..................................................... 101,063
Excess of ESOP compensation cost measured
using fair value of stock over its related cost................................. 506
Decrease in common stock held by Supplemental
Executive Retirement Plan and Trust............................................. 5
-------
Balance at end of period........................................................... 101,574
-------
RETAINED EARNINGS, PARTIALLY RESTRICTED
Balance at beginning of period..................................................... 133,111
Net income....................................................................... 7,184
Cash dividend declared ($0.14 per share) (1,155)
Loss on reissuance of treasury stock (32,540 shares)............................. (120)
-------
Balance at end of period........................................................... 139,020
-------
UNALLOCATED/UNEARNED COMMON STOCK HELD BY STOCK PLANS
Balance at beginning of period..................................................... (7,670)
Amortization relating to allocation of ESOP stock and
earned portion of RRP.......................................................... 523
-------
Balance at end of period........................................................... (7,147)
-------
COMMON STOCK HELD BY SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN AND TRUST
Balance at beginning of period..................................................... (351)
Decrease in carrying value of common stock held (5)
-------
Balance at end of period........................................................... (356)
-------
UNREALIZED APPRECIATION (DEPRECIATION) IN CERTAIN
Securities, net of tax
Balance at beginning of period..................................................... 4,230
Decrease in net unrealized appreciation in certain securities, net of tax...... (5,334)
-------
Balance at end of period........................................................... (1,104)
-------
TREASURY STOCK
Balance at beginning of period..................................................... (30,813)
Treasury stock purchased, at cost (565,000 shares)............................... (14,582)
Exercise of stock options (32,540 shares)........................................ 413
-------
Balance at end of period........................................................... (44,982)
-------
Total stockholders' equity......................................................... $187,119
=======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
5
<PAGE>
T R FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months ended March 31,
1996 1995
------------- ------------
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income.................................................................... $ 7,184 $ 3,891
Adjustments to reconcile net income to net cash provided (used)
by operating activities:
Provision for possible loans losses......................................... 500 600
Provision for possible other real estate owned losses....................... 34 2
Depreciation of banking house and equipment................................. 396 337
Net gain on calls of securities held to maturity............................ (30) ---
Net gain (loss) on sales of securities activities........................... (2,765) 106
Gain on sales of whole loans................................................ (1) ---
Net gain on sale of other real estate owned................................. (23) (139)
Net deferred loan origination fees.......................................... 155 160
Accretion of unearned discounts, net of amortization of premiums............ 392 356
Amortization relating to allocation and earned portions of stock plans...... 1,029 779
Increase/decrease in:
Trading account securities.................................................. (2,962) ---
Accrued interest receivable................................................. 956 (1,403)
Accounts payable and accrued expenses....................................... 3,841 (1,879)
Official checks outstanding................................................. (10,281) (13,274)
Other assets................................................................ (2,626) 205
Accrued taxes payable....................................................... 3,334 2,475
Other liabilities........................................................... (43) 2,460
------ --------
Net cash used by operating activities.................................... (910) (5,324)
------ ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for the purchase of:
Securities held to maturity and FHLB Capital Stock.......................... (137,297) (148,484)
Securities available for sale............................................... (150,069) (103,133)
Banking house and equipment................................................. (329) (880)
Proceeds from:
Redemption of FHLB Capital Stock and calls of held to maturity securities... 15,555 5,500
Sales of securities available for sale...................................... 178,718 26,800
Repayments on securities.................................................... 104,894 113,036
Sales of whole loans........................................................ 401 678
Principal collected on real estate loans.................................... 36,928 16,535
Sales of other real estate owned............................................ 1,850 5,869
Principal collected on other loans.......................................... 4,090 2,710
Real estate loans originated and purchased.................................... (116,371) (37,014)
Other loans originated........................................................ (11,837) (9,150)
-------- --------
Net cash used in investing activities..................................... (73,467) (127,533)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Interest credited to deposits................................................. 24,011 19,760
Net deposits in savings accounts, certificate of deposit accounts,
money market accounts and checking accounts................................. 28,428 111,342
Net deposits to escrow accounts............................................... 8,510 7,937
Net proceeds (repayments) from short-term borrowed funds...................... 31,000 (12,500)
Repayments of long-term borrowed funds........................................ (14,800) (3,250)
Proceeds from long-term borrowed funds........................................ 35,900 ---
Net proceeds from exercise of stock options................................... 293 735
Purchase of treasury stock.................................................... (14,582) (4,774)
Cash dividend paid............................................................ (1,155) (655)
------- -------
Net cash provided by financing activities.................................. 97,605 118,595
------- -------
Net increase (decrease) in cash and cash equivalents.......................... 23,228 (14,262)
Cash and cash equivalents at beginning of period.............................. 21,204 39,818
-------- --------
Cash and cash equivalents at end of period.................................... $ 44,432 $ 25,556
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes.................................................... $ 2,368 $ 743
======== ======
Cash paid for interest on deposits and borrowed funds......................... $ 13,766 $13,220
======== =======
Non-cash investing activities:
Additions to other real estate owned, net................................... $ 3,973 $ 6,818
======== =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
6
<PAGE>
T R FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of T R Financial Corp. ("T R Financial"), its direct wholly-owned
subsidiary Roosevelt Savings Bank (the "Bank"), and the subsidiaries of the
Bank (collectively the "Company").
The unaudited consolidated financial statements included herein reflect all
normal recurring adjustments which are, in the opinion of management,
necessary to present a fair statement of the results for the interim periods
presented. The results of operations for the three months ended March 31,
1996 are not necessarily indicative of the results of operations that may be
expected for the entire year. Certain information and note disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the U.S. Securities and Exchange
Commission.
These unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes
thereto included in the Company's Annual Report to Stockholders for the year
ended December 31, 1995.
2. EARNINGS PER SHARE
Earnings per share is computed by dividing net income by the weighted
average number of shares of common stock and dilutive common stock
equivalents outstanding. For the three months ended March 31, 1996 and 1995,
the weighted average number of shares of common stock and common stock
equivalents outstanding was 8,980,236 and 9,636,892, respectively. In
accordance with the provisions of Statement of Position 93-6, such shares
have been reduced by the weighted average number of unallocated shares of
common stock held by the Company's Employee Stock Ownership Plan ("ESOP") of
735,189 and 867,928 for the three months ended March 31, 1996 and 1995,
respectively.
3. DEBT AND EQUITY SECURITIES
The following tables set forth certain information regarding amortized cost,
estimated fair values and gross unrealized gains and losses on debt and
equity securities of the Company at March 31, 1996 and December 31, 1995,
respectively.
7
<PAGE>
<TABLE>
<CAPTION>
March 31, 1996
----------------------------------------------------------------------
Amortized Estimated GROSS UNREALIZED
Cost Fair Value Gains Losses
--------- ---------- ----- ------
Available for Sale:
Bonds and equities:
<S> <C> <C> <C> <C>
United States Government
obligations $197,774 $198,428 $1,681 ($1,027)
Federal agency obligations 78,068 77,211 277 (1,134)
Public utility bonds 489 473 --- (16)
Industrial, financial corporation
and other bonds 13,683 13,978 295 ---
Common and preferred stocks 11,340 12,926 1,643 (57)
-------- ------- ----- -------
Total bonds and equities 301,354 303,016 3,896 (2,234)
-------- -------- ----- -------
Mortgage-backed securities:
FNMA, net (1) 35,784 36,107 618 (295)
GNMA, net 74,748 75,738 1,124 (134)
FHLMC, net (1) 31,139 31,574 754 (319)
-------- -------- ------ -------
Total mortgage-backed securities 141,671 143,419 2,496 (748)
-------- -------- ------ -------
Total available for sale $443,025 $446,435 $6,392 ($2,982)
======== ======== ====== =======
Held To Maturity, Net:
Bonds:
Federal agency obligations $ 6,000 $ 5,905 $ --- ($95)
Public utility bonds 1,051 1,004 143 (190)
Municipal bonds 7,872 7,993 --- 121
Industrial, financial corporation
and other bonds 60,887 60,752 240 (375)
------- ------- ----- -----
Total bonds 75,810 75,654 383 (539)
------- ------- ----- -----
Mortgage-backed securities:
FNMA, net 107,271 104,042 175 (3,404)
GNMA, net 627,964 636,284 13,327 (5,007)
FHLMC, net (2) 108,581 109,234 2,029 (1,376)
CMOs, net (2) 2,903 3,114 211 ---
-------- -------- ----- ------
Total mortgage-backed securities 846,719 852,674 15,742 (9,787)
-------- -------- ------- -------
Total held to maturity, net $922,529 $928,328 $16,125 $10,326
======== ======== ======= =======
</TABLE>
(1) Includes securities which were transferred on December 15, 1995 from held to
maturity to available for sale after having been previously transferred on March
31, 1995 from available for sale to held to maturity. As of March 31, 1996 the
amortized cost of these securities was reduced by $2,873,000 of gross unrealized
losses existing as of March 31, 1995, adjusted for subsequent accretion.
(2) Includes securities which were transferred on March 31, 1995 from available
for sale to held to maturity. As of March 31, 1996 the amortized cost of these
securities was reduced by $3,538,000 of gross unrealized losses existing as of
March 31, 1995, adjusted for subsequent accretion.
8
<PAGE>
<TABLE>
<CAPTION>
December 31, 1995
----------------------------------------------------------------------
Amortized Estimated GROSS UNREALIZED
Cost Fair Value Gains Losses
--------- ---------- ----- ------
Available for Sale:
Bonds and equities:
<S> <C> <C> <C> <C>
United States Government obligations $178,699 $182,584 $4,088 ($203)
Federal agency obligations 82,318 83,139 956 (135)
Public utility bonds 804 795 7 (16)
Industrial, financial corporation
and other bonds 26,420 27,289 869 --
Common and preferred stocks 9,067 10,347 1,322 (42)
-------- ------- ----- ------
Total bonds and equities 297,308 304,154 7,242 (396)
-------- -------- ----- ------
Mortgage-backed securities:
FNMA, net (1) 48,717 50,379 1,750 (88)
GNMA, net 125,056 128,569 3,575 (62)
FHLMC, net (1) 37,546 39,343 1,841 (44)
CMOs, net (1) 8,235 8,551 316 --
-------- -------- ----- -----
Total mortgage-backed securities 219,554 226,842 7,482 (194)
-------- -------- ------- ------
Total available for sale $516,862 $530,996 $14,724 ($590)
======== ======== ======= ======
Held To Maturity, Net:
Bonds:
Federal agency obligations $14,424 $14,432 $ 24 ($16)
Public utility bonds 1,050 1,021 1 (30)
Municipal bonds 7,962 8,208 258 (12)
Industrial, financial corporation
and other bonds 75,131 75,048 378 (461)
Canadian Bonds 225 243 18 --
------- ------ ----- -----
Total bonds 98,792 98,952 679 (519)
------- ------- ----- -----
Mortgage-backed securities:
FNMA, net 109,281 109,210 664 (735)
GNMA, net 533,301 553,292 20,595 (604)
FHLMC, net (2) 111,347 115,630 4,450 (167)
CMOs, net (2) 2,902 3,113 211 --
-------- -------- -------- ------
Total mortgage-backed securities 756,831 781,245 25,920 (1,506)
-------- -------- ------- ------
Total held to maturity, net $855,623 $880,197 $26,599 $2,025
======== ======== ======= ======
</TABLE>
(1) Includes in the aggregate $48,462,000 of securities which were transferred
on December 15, 1995 from held to maturity to available for sale after having
been previously transferred on March 31, 1995 from available for sale to held to
maturity. As of December 31, 1995 the amortized cost of these securities was
reduced by $2,873,000 of gross unrealized losses existing as of March 31, 1995,
adjusted for subsequent accretion.
(2) Includes in the aggregate $97,948,000 of securities which were transferred
on March 31, 1995 from available for sale to held to maturity. As of December
31, 1995 the amortized cost of these securities was reduced by $3,706,000 of
gross unrealized losses existing as of March 31, 1995, adjusted for subsequent
accretion.
9
<PAGE>
4. EMPLOYEE STOCK OWNERSHIP PLAN
The Company recognizes compensation expense attributable to its ESOP ratably
over the year based upon the estimated number of ESOP shares to be allocated
each December 31st. The amount of compensation expense recorded is equal to
the estimate of shares to be allocated by the ESOP multiplied by the average
fair value of the underlying shares during the period. For the three months
ended March 31, 1996 and 1995, compensation expense attributable to the ESOP
was $785,000 and $485,000, respectively. The average fair value of the
underlying shares for the three months ended March 31, 1996 and 1995 was
$25.40 and $14.71, respectively.
5. STOCKHOLDERS' EQUITY
During the three months ended March 31, 1996, the Company repurchased
565,000 shares of its common stock at an aggregate cost of $14,582,000.
On January 23, 1996 the Board of Directors declared a cash dividend on its
outstanding common stock of $0.14 per common share to stockholders of record
on February 15, 1996. This dividend, which aggregated $1,155,000, was paid
on March 1, 1996.
6. CONTINGENCIES
On February 6, 1995, the Superintendent of Banks of the State of New York
(the "Superintendent") took possession of Nationar, a check-clearing and
trust company, freezing all of its assets. The Bank used Nationar for
certain depository and collection services and maintained deposit balances
with Nationar in connection therewith.
The Superintendent forwarded a letter dated January 6, 1996 to the Company
and the other banks who were shareholders of Nationar together with copies
of objections filed by five institutions (the "Objectors") against claims
made by any bank that was a shareholder of Nationar on the basis of
non-public information. Due to the objections filed by the Objectors, the
Superintendent could not accept any claim by a Nationar shareholder,
including the Bank. Management of the Company, however, established to the
satisfaction of the Superintendent that the objections did not apply to the
Company. On February 16, 1996 the Superintendent issued his Preliminary
Report of Findings in Response to Objections to Certain Claims in which he
reported to the Supreme Court of the State of New York hearing Nationar
matters that, after an investigation, he had determined that there was an
insufficient basis for the objections made by the Objectors against the
Bank's claims, as well as those of most other shareholder banks of Nationar.
The Superintendent has indicated that each of the Objectors has withdrawn
the objections made with respect to the shareholder banks, including the
Bank, as to which the Superintendent had determined there was an
insufficient basis for the objections. Such withdrawal of the objections
permitted the Superintendent to accept the claims of such shareholder banks
that the Superintendent had previously found to be acceptable claims. He has
accepted all but $11,789 of the Bank's deposit claims.
On February 6, 1996, the Superintendent issued a fourth interim status
report (the "Fourth Report") which included an unaudited statement of net
assets and liabilities of Nationar as of
10
<PAGE>
February 6, 1996 which showed total assets of $266,238,000 (of which
$229,787,000 represents cash and cash equivalents) and total liabilities of
$280,624,000 (including $30,000,000 of reserves for rejected claims,
operating expenses and expenses of administration.) The Fourth Report has
generally been viewed as indicating that claimants with accepted nonpriority
claims may receive payment of approximately 90% of such claims, subject to a
number of factors, including the results of the claims reconciliation
process, litigation over rejected claims, resolutions of objections to
claims and the court's determinations regarding the priority of claims. The
Superintendent has obtained judicial approval to pay in full the accepted
claims for which priority of payment has been established and to make an
initial partial payment of 40% of the amount of accepted nonpriority claims.
Subject to the satisfaction of certain conditions, the Superintendent has
indicated that such payments will be sent to claimants on June 26, 1996. It
is anticipated that the Superintendent will seek authorization for
additional payments with respect to accepted nonpriority claims in the
future as ongoing disputes with respect to priority of payment and to the
validity of claims are resolved.
The Superintendent has recommended that none of the Bank's claims be given
any priority of payment, and it is still not clear what percentage may
ultimately be recovered. Management believes, however, that it has reserved
for the potential losses on the recovery of its claims, but that a recovery
may be delayed while the Superintendent is winding up the affairs of
Nationar.
The Company is not involved in any other pending legal proceedings other
than routine legal proceedings occurring in the ordinary course of business,
which in the aggregate involve amounts which are believed by management to
be immaterial to the financial condition and results of operations of the
Company.
7. RECENT DEVELOPMENTS
On April 16, 1996 the Board of Directors authorized the Company to
repurchase up to 10%, or 894,809 shares, of its outstanding common stock.
Also on this date, the Company declared a cash dividend on its outstanding
common stock of $0.16 per common share to stockholders of record on May 15,
1996. The dividend is payable on June 3, 1996.
8. REGULATORY MATTERS
The Bank is a member of the Bank Insurance Fund ("BIF") of the FDIC, and the
deposits of the Bank are insured up to applicable limits of the law by the
BIF. The FDIC also maintains the Savings Association Insurance Fund
("SAIF"), and, in general, the deposits of federal and state savings
associations and federal savings banks ("thrifts") are insured up to
applicable limits of the law by the SAIF. Applicable law requires that the
BIF and SAIF be recapitalized to a ratio of 1.25% of reserves to deposits.
The BIF achieved the 1.25% ratio in May 1995. Having determined that the BIF
had sufficient reserves in excess of the 1.25% ratio, the FDIC adopted
regulations under which "well capitalized" BIF-insured institutions without
any significant supervisory concerns will pay deposit insurance assessments
at the statutory minimum of $2,000 annually beginning with the first quarter
of 1996. The BIF assessment rate for other institutions will range from
0.03% to 0.27% of deposits annually.
11
<PAGE>
The FDIC also reported that, under current law and appropriate financial
projections, the SAIF was not expected to achieve the 1.25% ratio until
after 2000 and that SAIF-insured institutions will continue to pay
assessments at rates ranging from a minimum of 0.23% to 0.31% of deposits. A
potential consequence of the disparity in the assessment rates for the BIF
and the SAIF is the transfer of deposits from SAIF-insured institutions to
BIF-insured institutions, and any significant reduction in SAIF-insured
deposits could result in SAIF assessments becoming inadequate to meet the
obligations for payments on the bonds issued by the Financing Corporation
("FICO"), which was established in 1989 to finance the resolution of failed
thrifts. In view of these factors, the federal banking regulators continue
to seek a legislative solution for the recapitalization of the SAIF.
In the past, Congress has considered and adopted legislative proposals to
recapitalize SAIF that would have also had the potential effect of
increasing the assessment rates of BIF- insured institutions. However, to
date none of these legislative proposals has been enacted into law. Under
these proposals, the assessment base for the payments on the FICO bonds
would be expanded to include the deposits of BIF-insured institutions.
Another proposal provided that as long as the reserves of the BIF remained
at 1.25% or higher, the BIF can assess regular insurance assessments only on
those of its member institutions that had been found to have "moderately
severe" or "unsatisfactory" financial, operational, or compliance concerns.
At this time, the Company cannot predict whether any legislative proposal
for the recapitalization of the SAIF will be adopted and what consequences
any such legislation will have on BIFinsured institutions.
9. PENDING LEGISLATION REGARDING TAX BAD DEBT RESERVES
Under section 593 of the Internal Revenue Code, thrift institutions such as
the Bank, which meet certain definitional tests, primarily relating to their
assets and the nature of their business, are permitted to establish a tax
reserve for bad debts and to make annual additions thereto, which additions
may, within specified limitations, be deducted in arriving at their taxable
income. The Bank's deduction with respect to "qualifying loans," which are
generally loans secured by certain interests in real property, may currently
be computed using an amount based on the Bank's actual loss experience (the
"Experience Method"),or a percentage equal to 8% of the Bank's taxable
income (the "PTI Method"), computed without regard to this deduction and
with additional modifications and reduced by the amount of any permitted
addition to the non-qualifying reserve. Similar deductions for additions to
the Bank's bad debt reserve are permitted under the New York State Bank
Franchise Tax and the New York City Banking Corporation Tax; however, for
purposes of these taxes, the effective allowable percentage under the PTI
method is 32% rather than 8%.
Under pending legislative proposals, section 593 of the Code would be
amended and the Bank, as a "large bank" (one with assets having an adjusted
basis of more than $500 million), would be unable to make additions to its
tax bad debt reserve, would be permitted to deduct bad debts only as they
occur and would additionally be required to recapture (that is, take into
taxable income) over a multi-year period, beginning with the Bank's taxable
year beginning on January 1, 1996, the excess of the balance of its bad debt
reserves (other than the supplemental reserve) as of December 31, 1995 over
the balance of such reserves as of December 31, 1987, or over a lesser
amount if the Bank's loan portfolio has decreased since
12
<PAGE>
December 31, 1987. However, such recapture requirements would be suspended
for each of two successive taxable years beginning January 1, 1996 in which
the Bank originates a minimum amount of certain residential loans based upon
the average of the principal amounts of such loans made by the Bank during
its six taxable years preceding January 1, 1996. In addition, if section 593
of the Code is so amended, the Bank may be required for New York State and
New York City tax purposes to include in its entire net taxable income the
excess of its post-December 31, 1987 New York State and City reserves for
losses on qualifying real property loans over its reserve for losses on such
loans maintained for federal income tax purposes (the "Excess Reserves").
Accordingly, if the pending legislative proposals are enacted in their
present form, unless further legislation is adopted in New York State, the
Bank may be required to take its Excess Reserves into taxable income in
computing its New York State and City taxes for its taxable year beginning
January 1, 1996. If the Bank's Excess Reserves are ultimately recaptured,
management does not believe it will materially impact the Bank's results of
operations. The Bank's current taxes payable, however, would increase by
approximately $1.4 million in this event.
13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
T R Financial Corp. ("T R Financial") is the bank holding company for
Roosevelt Savings Bank (the "Bank"), a New York chartered stock savings bank.
While the following discussion of financial condition and results of operations
includes the collective results of T R Financial and the Bank (collectively the
"Company"), this discussion reflects principally the Bank's activities.
FINANCIAL CONDITION
Total assets increased $97.3 million, or 3.4%, to $3.00 billion at March 31,
1996 from $2.90 billion at December 31, 1995, primarily as a result of
management's continued strategy to leverage its capital position through asset
growth. This growth was funded primarily by attracting new deposits and through
increased utilization of overnight borrowings from the Federal Home Loan Bank of
New York ("FHLB"). Of the increase in total assets, $82.2 million was
attributable to an increase in net loans due primarily to the origination and
purchase of residential real estate loans. Total cash and cash equivalents
increased $23.2 million to $44.4 million at March 31, 1996 as compared to $21.2
million at December 31, 1995. This increase reflects the short-term fluctuations
that occur in funds management and the timing of satisfying Federal Reserve
balance requirements.
Securities available for sale decreased $84.6 million, or 15.9%, to $446.4
million at March 31, 1996 from $531.0 million at December 31, 1995. Securities
held to maturity, net increased $66.9 million, or 7.8%, to $922.5 million at
March 31, 1996 from $855.6 million at December 31, 1995. These changes reflect
the effects of securities purchases, securities repayments and maturities, and
in the case of the available for sale securities portfolio also reflects the
effects of $184.7 million of securities sales and changes in the estimated fair
values of the securities.
Total deposits increased $52.4 million, or 2.6%, to $2.09 billion at March
31, 1996, from $2.04 billion at December 31, 1995. This increase was primarily
attributable to the promotion of certain innovative deposit products and
successful marketing efforts for the Bank's competitively priced deposit
products. Borrowed funds increased $52.1 million, or 8.8%,to $646.7 million at
March 31, 1996 from $594.6 million at December 31, 1995. This increase in
borrowings is primarily attributable to a $31.0 million increase in overnight
borrowings from the FHLB at March 31, 1996 as compared to December 31, 1995.
Stockholders' equity amounted to $187.1 million at March 31, 1996 or 6.2% of
total assets as compared to $199.7 million at December 31, 1995 or 6.9% of total
assets. In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 115, stockholders' equity at March 31, 1996 and December 31, 1995 includes
net unrealized appreciation (depreciation) in certain securities, net of tax, of
$1.1 million of depreciation, and $4.2 million of appreciation, respectively.
The change in unrealized appreciation (depreciation) of securities from December
31, 1995 to March 31, 1996 resulted primarily from increases in market interest
rates during
14
<PAGE>
the first quarter of 1996 which lowered the estimated fair value of fixed rate
debt securities and, to a lesser extent, from the realization of net gains from
sales of securities.
The Bank's leverage capital ratio decreased from 6.27% at December 31, 1995
to 6.16% at March 31, 1996 due to an increase in the quarterly average assets
and a decrease in the Bank's regulatory capital. The Bank's risk-based capital
ratio of 16.66% at March 31, 1996 represents a 27 basis point decrease as
compared to December 31, 1995. These capital ratios are well in excess of
Federal Deposit Insurance Corporation ("FDIC") capital requirements. See
"Liquidity and Capital Resources - Regulatory Capital Position."
Non-performing assets decreased $3.8 million to $21.5 million at March 31,
1996, from $25.2 million at December 31, 1995. The ratio of non-performing
assets to total assets decreased to 0.72% at March 31, 1996 from 0.87% at
December 31, 1995. Other real estate owned, net increased $2.1 million to $8.7
million at March 31, 1996 from $6.5 million at December 31, 1995. Non-performing
loans decreased to $12.8 million at March 31, 1996 as compared to $18.7 million
at December 31, 1995 primarily due to a $5.9 million reduction in non-accrual
loans. The ratio of non-performing loans to total loans decreased to 0.85% at
March 31, 1996 as compared to 1.31% at December 31, 1995.
ANALYSIS OF NET INTEREST INCOME
Net interest income represents the difference between income on earning
assets and expense on interest-bearing liabilities. Net interest income depends
upon the volume of earning assets and interest-bearing liabilities and the
interest rates earned or paid on them.
The following table sets forth certain information regarding the Company's
average statements of financial condition and its statements of income for the
three months ended March 31, 1996 and 1995, and reflects the average yield on
assets and average cost of liabilities for the periods indicated. Such yields
and costs are derived by dividing income or expense, annualized, by the average
balance of assets or liabilities, respectively, for the periods shown. Average
balances are derived from daily balances. Average balances and yields include
non-accrual loans.
15
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996
--------------------------------------
Average
Average Yield/
Balance Interest Cost
------- -------- -------
(dollars in thousands)
ASSETS
<S> <C> <C> <C>
Earning Assets:
Mortgage Loans, Net $1,373,044 $ 26,068 7.59%
Other Loans 69,336 1,452 8.38
Mortgage-Backed Securities 980,120 18,372 7.50
Short-Term Securities 16,846 223 5.30
Securities 405,193 6,043 7.34
---------- ----------
Total Earning Assets 2,844,539 52,158 7.34
----------
Non-Earning Assets 74,826
----------
Total Assets $2,919,365
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-Bearing Liabilities:
Deposits:
Passbook Accounts $ 524,642 $ 3,478 2.65%
Now Accounts 63,840 473 2.96
Money Market Accounts 68,356 491 2.87
Certificate of Deposit Accounts 1,368,261 19,569 5.72
---------- ----------
Total Interest-Bearing Deposits 2,025,099 24,011 4.74
Borrowings 603,013 8,569 5.68
---------- ----------
Total Interest-Bearing Liabilities 2,628,112 32,580 4.96
Other Liabilities 100,704
----------
Total Liabilities 2,728,816
Stockholders' Equity 190,549
Total Liabilities and Stockholders'
Equity $2,919,365
Net Interest Income/Interest Rate Spread $ 19,578 2.38%
========== =====
Net Earning Assets/Net Interest Margin $ 216,427 2.75%
========== =====
Ratio of Earning Assets to
Interest-Bearing Liabilities 1.08x
=====
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1995
--------------------------------------
Average
Average Yield/
Balance Interest Cost
------- -------- -------
(dollars in thousands)
ASSETS
<S> <C> <C> <C>
Earning Assets:
Mortgage Loans, Net $1,146,358 $ 21,613 7.54%
Other Loans 45,194 962 8.51
Mortgage-Backed Securities 718,004 13,481 7.51
Short-Term Securities 976 14 5.74
Securities 614,825 8,918 5.80
---------- ----------
Total Earning Assets 2,525,357 44,988 7.13
----------
Non-Earning Assets 68,596
----------
Total Assets $2,593,953
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-Bearing Liabilities:
Deposits:
Passbook Accounts $ 481,747 $ 2,871 2.38%
Now Accounts 51,585 394 3.06
Money Market Accounts 46,150 290 2.51
Certificate of Deposit Accounts 1,149,602 16,299 5.67
---------- ----------
Total Interest-Bearing Deposits 1,729,084 19,854 4.59
Borrowings 595,475 8,375 5.63
---------- ----------
Total Interest-Bearing Liabilities 2,324,559 28,229 4.86
----------
Other Liabilities 88,779
----------
Total Liabilities 2,413,338
Stockholders' Equity 180,615
----------
Total Liabilities and Stockholders'
Equity $2,593,953
==========
Net Interest Income/Interest Rate Spread $ 16,759 2.27%
========== ========== =====
Net Earning Assets/Net Interest Margin $ 200,798 2.65%
========== ========== =====
Ratio of Earning Assets to
Interest-Bearing Liabilities 1.09x
=====
</TABLE>
16
<PAGE>
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND
1995.
GENERAL. The Company's net income for the three months ended March 31,
1996 increased $3.3 million to $7.2 million from $3.9 million for the same
period in 1995.
INTEREST INCOME. Interest income increased by $7.2 million, or 15.9%,
to $52.2 million for the three months ended March 31, 1996, from $45.0 million
for the same period in 1995, due to an increase in the average earning assets
during the period and an increase in the average yield on earning assets.
Average earning assets increased $319.2 million to $2.84 billion for the three
months ended March 31, 1996, from $2.53 billion for the same period in 1995,
reflecting the Company's strategy to leverage its capital position through asset
growth. Of the increase in average earning assets, $262.1 million was
attributable to growth in mortgage-backed securities and $226.7 million was
attributable to growth in mortgage loans. Offsetting the increases in average
mortgage loans and mortgage-backed securities was a $209.6 million decrease in
the average balance of securities. The average yield on earning assets increased
to 7.34% for the three months ended March 31, 1996 from 7.13% for the same
period in 1995, due primarily to a change in the mix of earning assets away from
lower yielding shorter-term securities and into higher yielding longer-term
mortgage loans and mortgage backed securities.
INTEREST EXPENSE. Interest expense increased by $4.4 million, or 15.4%,
to $32.6 million for the three months ended March 31, 1996, from $28.2 million
for the same period in 1995, due primarily to a $296.0 million increase in
average interest-bearing deposits and a 15 basis point increase in the average
rate paid on interest-bearing deposit accounts. In addition, average borrowings
increased $7.5 million to $603.0 million for the three months ended March 31,
1996 as compared to the same period in 1995 while the average cost of the
borrowings increased 5 basis points to 5.68% over this same period. The average
rate paid on interest-bearing liabilities increased to 4.96% for the three
months ended March 31, 1996 from 4.86% for the same period in 1995. The average
balance of interest-bearing liabilities increased $303.6 million for the three
months ended March 31, 1996, to $2.63 billion from $2.32 billion for the same
period in 1995.
NET INTEREST INCOME. Net interest income before provision for possible
loan losses increased $2.8 million, or 16.8%, to $19.6 million for the three
months ended March 31, 1996, from $16.8 million for the same period in 1995.
This increase is the result, in part, of a $319.2 million increase in the
average balance of earning assets to $2.84 billion, offset by a $303.6 million
increase in the average balance of interest-bearing liabilities to $2.63 billion
for the three months ended March 31, 1996, as compared to the comparable prior
year period. Net interest income was also affected by an increase in the average
net interest rate spread to 2.38% for the three months ended March 31, 1996 from
2.27% for the same period in 1995. The Company's net interest rate spread at
March 31, 1996 represented a 15 basis point increase as compared to the three
months ended December 31, 1995. These increases in the net interest rate spread
were attributable to increases in rates earned exceeding increases in rates paid
during the respective periods. See "Management's Discussion and Analysis of
Financial Condition - Interest Rate Sensitivity" appearing in the Company's
Annual Report to Stockholders for the year ended December 31, 1995.
17
<PAGE>
PROVISION FOR POSSIBLE LOAN LOSSES. The provision for possible loan
losses decreased $100 thousand or 16.7%, to $500 thousand for the three months
ended March 31, 1996 from $600 thousand for the same period in 1995. The
decrease resulted from management's assessment of the loan portfolio, the level
of the Bank's allowance for possible loan losses and its assessment of the local
economy and market conditions. In addition, the provision levels reflect
management's assessment of the continued weakness in the local economy and
market conditions. For the three months ended March 31, 1996 and 1995, loan
charge-offs net of recoveries aggregated $27 thousand and $641 thousand,
respectively. At March 31, 1996 and December 31, 1995, the allowance for
possible loan losses amounted to $13.7 million and $13.3 million, respectively,
and the ratio of such allowance to non- performing loans was 107.22% at March
31, 1996 as compared to 70.94% at December 31, 1995. Although management
believes its allowance for possible loan losses is adequate at March 31, 1996,
if general economic conditions and real estate values deteriorate, the level of
non-performing loans may increase and higher provisions for possible loan losses
may be necessary, which would adversely affect future operating results.
NON-INTEREST INCOME. Non-interest income increased $3.1 million to $4.6
million for the three months ended March 31, 1996 from $1.6 million for the same
period in 1995. This increase was primarily attributable to a $2.9 million
increase in net gain (loss) on securities activities. Also contributing to the
increase in non- interest income was a $171 thousand increase in loan fees and
other charges, net. For the three months ended March 31, 1996, the Company sold
available for sale securities having an aggregate book value of $183.8 million,
net of $882 thousand of gross unrealized losses from the previous transfers of
such securities during 1995, and recognized $2.80 million of net securities
gains. The securities sold included $118.4 million of bonds, $63.5 million of
mortgage-backed securities and $1.9 million of equities. Respectively, these
securities were sold at net gains of $1.4 million, $998 thousand and $360
thousand. Included in the net gain (loss) on securities activities for the three
months ended March 31, 1995 was a $599 thousand loss associated with the
write-off of Nationar securities (common stock, preferred stock and subordinated
debentures). See Note 6 to Notes to Unaudited Consolidated Financial Statements.
NON-INTEREST EXPENSE. Non-interest expense increased $62 thousand, or
0.6%, to $10.8 million for the three months ended March 31, 1996, compared to
the same period in 1995. Of this increase, salary and employee benefits expense
increased $563 thousand or 9.8%, due primarily to higher costs associated with
certain stock based compensation plans and salary increases. Occupancy and
equipment expense increased $235 thousand to $1.3 million for the three months
ended March 31, 1996, due primarily to higher depreciation and building
maintenance costs. Marketing expense decreased $118 thousand to $668 thousand
for the three months ended March 31, 1996 as compared to the same period in
1995, due to lower levels of marketing activities. Other real estate owned
expense increased $32 thousand to $369 thousand for the three months ended March
31, 1996 as compared to the same period in 1995. FDIC assessment decreased $923
thousand to $1 thousand for the three months ended March 31, 1996 as compared to
$924 thousand for the same period in 1995 due to a decrease in Bank Insurance
Fund ("BIF") assessment rates. For the Bank, such rates were $0.23 per $100 of
insured deposits through June 1, 1995, at which time such rates decreased to
$0.04 per $100 of insured deposits. Beginning January 1, 1996, the BIF
assessment rate for the Bank was reduced to zero per $100 of insured deposits
plus a $2 thousand annual fee. Other operating expense increased
18
<PAGE>
$273 thousand or 14.5% for the three months ended March 31, 1996 as compared to
the same period during 1995, partially as a result of higher computer processing
charges.
PROVISION FOR INCOME TAXES. Provision for income taxes increased $2.6
million to $5.7 million for the three months ended March 31, 1996 from $3.1
million during the same period in 1995, due to higher net earnings for the three
months ended March 31, 1996 as compared to the same period for 1995.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL. Following the completion of the Bank's conversion and T R
Financial's stock offering, T R Financial's principal business was that of its
subsidiary, the Bank. T R Financial initially invested $39.3 million of the net
proceeds of the offering in short-term securities, corporate debt obligations,
money market investments and mortgage-backed securities. T R Financial also has
available dividend sources from the Bank to the extent such payments are
permitted by law or regulation. T R Financial's liquidity is available to, among
other things, support future expansion of operations or diversification into
other banking related businesses, payment of dividends or repurchase of its
common stock. During the three months ended March 31, 1996, T R Financial
repurchased pursuant to its fifth stock repurchase program 565,000 shares of
common stock at a total cost of $14.6 million. On April 16, 1996, the Board of
Directors of T R Financial terminated the fifth stock repurchase program and
authorized a sixth stock repurchase program for the repurchase of up to 10%, or
894,809 shares, of the common stock. Also on this date, the Board of Directors
declared a quarterly cash dividend of $0.16 per share to stockholders of record
on May 15, 1996. This dividend is payable on June 3, 1996.
The Bank's primary sources of funds are deposits, FHLB advances,
proceeds from principal and interest payments on loans, mortgage- backed
securities and debt securities. Proceeds from the sale of securities available
for sale and, to a lesser extent, loans are also sources of funding. While
maturities and scheduled amortization of loans and investments are predictable
sources of funds, deposit flows and mortgage prepayments are greatly influenced
by general interest rates, economic conditions and competition.
The primary investing activities of the Company are the origination of
mortgage loans and the purchase of securities. The Company's most liquid assets
are cash and cash equivalents, short-term securities, securities available for
sale and securities held to maturity due within one year. The levels of these
assets are dependent on the Company's operating, financing, lending and
investment activities during any given period.
REGULATORY CAPITAL POSITION. The Bank is subject to minimum regulatory
requirements imposed by the Federal Deposit Insurance Corporation ("FDIC") which
vary according to the institution's capital level and the composition of its
assets. An insured institution is required to maintain core capital of not less
than 3.0% of total assets plus an additional 100 to 200 basis points ("leverage
capital ratio"). An insured institution must also maintain a ratio of total
capital to risk-based assets of 8.0%. Although the minimum leverage capital
ratio is 3%, the Federal Deposit Insurance Corporation Improvement Act
("FDICIA") stipulates that an institution with less than a 4.0% leverage capital
ratio is deemed to be an "undercapitalized" institution and results in the
imposition of regulatory restrictions. The Bank's capital ratios qualify it to
be
19
<PAGE>
deemed "well capitalized" under FDICIA. In addition, the Company's capital
ratios exceed the minimum regulatory capital requirements imposed by the Federal
Reserve Board, which are substantially similar to the requirements of the FDIC.
The following table sets forth the Bank's and T R Financial's capital positions
under generally accepted accounting principles and their regulatory capital
position at March 31, 1996:
<TABLE>
<CAPTION>
BANK T R FINANCIAL (CONSOLIDATED)
----------------------------------- ---------------------------------
TOTAL TOTAL
LEVERAGE RISK-BASED LEVERAGE RISK-BASED
CAPITAL CAPITAL CAPITAL CAPITAL
-------- ------------ -------- ----------
<S> <C> <C> <C> <C>
Capital position
under GAAP.................. $ 178,505 $ 178,505 $ 187,119 $ 187,119
Net unrealized
depreciation in
certain securities,
net of tax.................. 941 941 1,104 1,104
Allowance for
possible loan losses........ -- 13,740 -- 13,740
------------ ------------ ------------ ------------
Regulatory capital
position.................... 179,446 193,186 188,223 201,963
Minimum required
regulatory capital
(3% and 8%,
respectively)(1)............ 87,344 92,791 87,581 92,854
------------ ------------ ------------ ------------
Excess........................ $ 92,102 $ 100,395 $ 100,642 $ 109,109
============ ============ ============ ============
Regulatory capital
ratio....................... 6,16% 16.66% 6.45% 17.40%
============ ============ ============ ============
</TABLE>
(1) Applying the 4% leverage capital ratio imposed by FDICIA, the Bank's
leverage capital requirement at March 31, 1996 was $116.5 million and as of such
date the Bank exceeded this requirement by $76.7 million. T R Financial's
leverage capital requirement, applying the 4% leverage capital ratio, was $116.8
million at March 31, 1996 and as of such date T R Financial exceeded this
requirement by $71.4 million.
20
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's annual meeting of stockholders held on April 22, 1996,
the following matters were voted upon, with the results of the voting
on such matters indicated:
1. Election of the following persons to serve a three-year term
as directors of the Company:
FOR WITHHELD
Maureen E. Clancy 7,808,482 52,023
Robert F. Eisen, Sr. 7,807,367 53,138
Leonard Genovese 7,678,429 182,076
Ernest L. Loser 7,808,537 51,968
Broker Non-Vote: None
2. Ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors for the fiscal year ending December 31, 1996:
For: 7,737,016
Against: 85,850
Abstain: 37,639
Broker Non-Vote: None
21
<PAGE>
ITEM 5. OTHER INFORMATION
On April 16, 1996, the Board of Directors authorized the Company to
repurchase up to 10%, or 894,809 shares, of its common stock under a
sixth stock repurchase program. In doing so, the Board of Directors
also terminated its fifth stock repurchase program.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
4. Bylaws of Roosevelt Savings Bank, as amended
11. Statement re: Computation of Per Share Earnings
27. Financial Data Schedule*
(b) Reports on Form 8-K
-------------------
Not applicable.
- - ----------------------
* Submitted only with filing in electronic format.
22
<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.
T R FINANCIAL CORP.
(Registrant)
Date: May 10, 1996 By:/s/ John M. Tsimbinos
---------------------
John M. Tsimbinos
Chairman of the Board and
Chief Executive Officer
Date: May 10, 1996 By:/s/ Dennis E. Henchy
--------------------
Dennis E. Henchy
Executive Vice President
and Chief Financial Officer
23
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
----
<C> <S>
4. Bylaws of Roosevelt Savings Bank, as amended..............................................................
11. Statement re: Computation of Per Share Earnings..........................................................
27. Financial Data Schedule (submitted only with filing in electronic format).................................
</TABLE>
24
ROOSEVELT SAVINGS BANK
BYLAWS
AMENDED AND RESTATED AS OF APRIL 22, 1996
<PAGE>
BYLAWS OF
ROOSEVELT SAVINGS BANK
ARTICLE I. HOME OFFICE
The home office of Roosevelt Savings Bank ("SAVINGS BANK") is 1122
Franklin Avenue, in the Village of Garden City, County of Nassau, State of New
York.
ARTICLE II. SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All annual and special meetings of
shareholders shall be held at the home office of the SAVINGS BANK or at such
other place in the State in which the principal place of business of the SAVINGS
BANK is located as the Board of Directors may determine.
SECTION 2. ANNUAL MEETING. A meeting of the shareholders of the SAVINGS
BANK for the election of Directors and for the transaction of any other business
of the SAVINGS BANK shall be held annually within 120 days after the end of the
SAVINGS BANK's fiscal year.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by the regulations of the
New York State Banking Department ("NYB"), may be called at any time by the
Chairman of the Board of Directors (as set forth in Article V, Section 6,
hereinafter referred to as the "Chairman of the Board") or by a majority of the
Whole Board of Directors whereas the term "Whole Board of Directors" shall mean
the number of authorized directorships, whether or not there exists any
vacancies in any previously authorized directorships.
SECTION 4. CONDUCT OF MEETINGS. The Chairman of the Board shall preside
at all meetings and in his absence, the president shall preside at all meetings.
The chairman of any meeting of stockholders shall determine the order of
business and the procedures at the meeting, including such regulations of the
manner of voting and the conduct of discussion as seem to him in order.
SECTION 5. NOTICE OF MEETINGS. Written notice stating the place, day
and hour of the meeting and the purpose(s) for which the meeting is called shall
be delivered not fewer than 10 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the Chairman of
the Board, the secretary, or the Board of Directors calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the mail, addressed to the
shareholder at the address as it appears on the stock transfer books or records
of the SAVINGS BANK as of the record date prescribed in Section 6 of this
Article II, with postage prepaid. When any shareholders' meeting, either annual
or special, is adjourned for 30 days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting. It shall not be necessary
to give any notice of the time and place of any meeting adjourned for less than
30 days or of the business to be transacted at the meeting, other than an
announcement at the meeting at which such adjournment is taken.
SECTION 6. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders
<PAGE>
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the Board of Directors shall fix
in advance a date as the record date for any such determination of shareholders.
Such date in any case shall be not more than 50 days and, in case of a meeting
of shareholders, not fewer than 10 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment.
SECTION 7. VOTING LISTS. At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the SAVINGS BANK shall make a complete list of the shareholders
entitled to vote at such meeting, or any adjournment, arranged in alphabetical
order, with the address and the number of shares held by each. This list of
shareholders shall be kept on file at the home office of the SAVINGS BANK. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection by any shareholder during the entire time
of the meeting. The original stock transfer book shall constitute prima facie
evidence of the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders.
SECTION 8. QUORUM. A majority of the outstanding shares of the SAVINGS
BANK entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to constitute less than a
quorum. If less than a majority of the outstanding shares is represented at a
meeting, a majority of the shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. The existence of a quorum
at any meeting, or the existence of a duly organized meeting at which enough
shareholders have withdrawn from such meeting to constitute less than a quorum,
however, shall not amend, alter or modify any provisions in the SAVINGS BANK'S
restated organization certificate or these Bylaws which require the vote of more
than a majority of the outstanding shares entitled to vote at a duly organized
meeting.
SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Proxies solicited on behalf of the management shall be voted
as directed by the shareholder or, in the absence of such direction, as
determined by a majority of the Whole Board of Directors. No proxy shall be
valid more than eleven months from the date of its execution except for a proxy
coupled with an interest.
SECTION 10. VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. When
ownership stands in the name of two or more persons, in the absence of written
directions to the SAVINGS BANK to the contrary, at any meeting of the
shareholders of the SAVINGS BANK any one or more of such shareholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose names shares of stock stand, the vote or votes to
which those persons are entitled shall be cast as directed by a majority of
those holding such and present in
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person or by proxy at such meeting, but no votes shall be cast for such stock if
a majority cannot agree.
SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation may be voted by any officer, agent or proxy as the
Bylaws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer into his name if
authority to do so is contained in an appropriate order of the court or other
public authority by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee and
thereafter the pledgee, shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the SAVINGS BANK, nor
shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the SAVINGS
BANK, shall be voted at any meeting or counted in determining the total number
of outstanding shares at any given time for purposes of any meeting.
SECTION 12. CUMULATIVE VOTING. Shareholders shall not be entitled to
cumulate their votes for election of directors.
SECTION 13. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the Board of Directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election are not so
appointed, the Chairman of the Board may, or on the request of a shareholder
present at the meeting shall, make such appointment at the meeting. If appointed
at the meeting, the Chairman of the Board shall determine whether there shall be
one or three inspectors of election. If appointed at the meeting and the
Chairman of the Board fails to determine whether there shall be one or three
inspectors of election, the majority of the votes present shall determine
whether one or three inspectors are to be appointed. In case any person
appointed as inspector fails to appear or fails or refuses to act, the vacancy
may be filled by appointment by the Board of Directors in advance of the
meeting, or at the meeting by the Chairman of the Board.
Unless otherwise prescribed by regulations of the NYB, the duties of
such inspectors shall include: determining the number of shares and the voting
power of each share, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity and effect of proxies; receiving votes,
ballots, or consents; hearing and determining all challenges and questions in
any way arising in connection with the rights to vote; counting and tabulating
all
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votes or consents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all shareholders.
SECTION 14. NOMINATING COMMITTEE. The Chairman of the Board, at least
30 days prior to the date of each annual meeting, shall appoint a nominating
committee of three persons. Such committee shall make nominations for directors
in writing, and deliver to the secretary such written nominations at least 15
days prior to the date of the annual meeting, which nominations shall forthwith
be posted in a prominent place in the home office for the 15 days' period prior
to the date of the annual meeting. Provided such committee is appointed and
makes such nominations, no nominations for directors except those made by the
nominating committee shall be voted upon at the annual meeting unless other
nominations by shareholders are made in writing and delivered to the secretary
of the SAVINGS BANK at least 5 days prior to the date of the annual meeting,
which nominations shall forthwith be posted in a prominent place in the home
office of the SAVINGS BANK for the 5 days' period prior to the date of the
annual meeting. Ballots bearing the names of all persons nominated by the
nominating committee and by shareholders shall be provided for use at the annual
meeting. However, if at any time the Chairman of the Board shall fail to appoint
such nominating committee or the nominating committee shall fail or refuse to
act at least 15 days prior to the annual meeting, nominations for directors may
be made at the annual meeting by any shareholder entitled to vote and shall be
voted upon.
SECTION 15. NEW BUSINESS. Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary of the SAVINGS
BANK at least 45 days before the date of the annual meeting, and all business so
stated, proposed, and filed shall be considered at the annual meeting, but no
other proposal shall be acted upon at the annual meeting. Any shareholder may
make any other proposal at the annual meeting and the same may be discussed and
considered, but unless stated in writing and filed with the secretary at least
45 days before the meeting, such proposal shall be laid over for action at an
adjourned, special, or annual meeting of the shareholders taking place 30 days
or more thereafter. This provision shall not prevent the consideration and
approval or disapproval at the annual meeting of reports of officers, directors
and committees; but in connection with such reports no new business shall be
acted upon at such annual meeting unless stated and filed as herein provided.
SECTION 16. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the SAVINGS BANK
shall be under the direction of its Board of Directors. The Board of Directors
shall annually elect a Chairman from among its members who shall preside at its
regular and special meetings. In the absence or inability of the foregoing
officer to act, at any fully constituted meeting of the Board members, the
President shall act, and in his absence, a temporary chairperson shall be
appointed by those present to act as such during the interim term.
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SECTION 2. NUMBER AND TERM. The Board of Directors shall consist of
eleven (11) members and shall be divided into three classes as nearly equal in
number as possible. The members of each class shall be elected for a term of
three years and until their successors are elected and qualified. One class
shall be elected by ballot annually.
SECTION 3. REGULAR MEETINGS. A regular monthly meeting of the Board of
Directors shall be held at least ten times a year without the requirement of any
notice other than this Bylaw. An annual meeting for the election of officers
shall be held within 25 days after the annual meeting of shareholders without
the requirement of any notice other than this Bylaw.
SECTION 4. QUALIFICATION. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the SAVINGS
BANK unless the SAVINGS BANK is a wholly owned subsidiary of a holding company.
SECTION 5. SPECIAL MEETINGS. The Chairman of the Board, or in the
absence of the Chairman of the Board, the President may call special meetings of
the Board, and the Secretary of the Board shall call a meeting upon the written
request of six (6) or more directors. A special meeting may be held at such time
and place as shall be stated in the notice of meeting.
Members of the Board of Directors may participate in special or regular
meetings by means of conference telephone, or by means of similar communications
equipment by which all persons participating in the meeting can speak and hear
each other at the same time. Such participation shall constitute presence in
person but shall not constitute attendance for the purpose of compensation
pursuant to Section 12 of this Article.
SECTION 6. NOTICE. Written notice of any special meeting shall be given
to each director at least two days prior thereto when delivered personally or by
telegram, or at least five days prior thereto when delivered by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the mail so addressed, with postage
prepaid if mailed, or when delivered to the telegraph company if sent by
telegram. Any director may waive notice of any meeting by a writing filed with
the secretary. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. The business to be transacted at,
and the purpose of, any special meeting of the Board of Directors must be
specified in the notice of such meeting and no other business shall be
transacted at that time.
SECTION 7. QUORUM. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 6 of this Article III.
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SECTION 8. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless a greater number is prescribed by regulations of the NYB,
the restated organization certificate or by these Bylaws.
SECTION 9. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the Board of Directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors.
SECTION 10. RESIGNATION AND RETIREMENT. Any director may resign at any
time by sending a written notice of such resignation to the home office of the
SAVINGS BANK addressed to the Chairman of the Board or President. Unless
otherwise specified such resignation shall take effect upon receipt by the
Chairman of the Board or President. The absence from regular meetings of the
Board of Directors and the meetings of any committee of the Board of which the
director is a member, for six consecutive months, unless excused by resolution
of the Board of Directors, shall automatically constitute a resignation,
effective when such resignation is accepted by the Board of Directors.
Any person who was a member of the Board of Directors of the SAVINGS
BANK on June 29, 1993, may not be elected, appointed, nominated or otherwise
serve as a director of the SAVINGS BANK subsequent to the SAVINGS BANK's annual
meeting of shareholders that next follows the date on which such person attains
the age of 78. In all other cases, no person may be elected, appointed,
nominated or otherwise serve as a director of the SAVINGS BANK subsequent to the
SAVINGS BANK's annual meeting of shareholders that next follows the date on
which such person attains the age of 75. Vacancies on the Board of Directors
created by operation of this provision may be filled in accordance with these
Bylaws.
SECTION 11. VACANCIES. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors,
although less than a quorum of the Board of Directors, provided that the
nomination of a candidate therefor shall have been made at a preceding regular
meeting. A director elected to fill a vacancy shall be elected to serve for the
balance of the unexpired term. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the Board of
Directors for a term of office continuing for the balance of the unexpired term
of the class to which the director is elected.
SECTION 12. COMPENSATION. Directors, as such, may receive compensation
for their services, including a stated salary. By resolution of the Board of
Directors, a reasonable fixed sum, and reasonable expenses of attendance, if
any, may be allowed for actual attendance at each regular or special meeting of
the Board of Directors. Members of either standing or special committees, as
such, may receive compensation for their services, including a stated salary, as
the Board of Directors may determine. By resolution of the Board of Directors, a
reasonable fixed sum, and reasonable expenses of attendance, if any, may be
allowed for actual attendance at each regular or special meeting of committees.
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SECTION 13. PRESUMPTION OF ASSENT. A director of the SAVINGS BANK who
is present at a meeting of the Board of Directors at which action on any SAVINGS
BANK matter is taken shall be presumed to have assented to the action taken
unless his dissent or abstention shall be entered in the minutes of the meeting
or unless he shall file a written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the SAVINGS BANK within five
days after the date a copy of the minutes of the meeting is received. Such right
to dissent shall not apply to a director who voted in favor of such action.
SECTION 14. REMOVAL OF DIRECTORS. At a meeting of shareholders called
expressly for that purpose, any director may be removed for cause by a vote of
the holders of a majority of the shares then entitled to vote at an election of
directors. Whenever the holders of the shares of any class are entitled to elect
one or more directors by the provisions of the restated organization certificate
or supplemental sections thereto, the provisions of this section shall apply, in
respect to the removal of a director or directors so elected, to the vote of the
holders of the outstanding shares of that class and not to the vote of the
outstanding shares as a whole.
SECTION 15. EMERGENCY AUTHORITY. In the event of an acute emergency, as
defined in Section 9170 of the Unconsolidated Laws of the State of New York, as
from time to time amended, the provisions of the New York State Defense
Emergency Act, applicable to savings banks, as from time to time amended, shall,
when and where necessary or desirable, supersede the provisions of these
By-Laws.
ARTICLE IV. EXECUTIVE AND OTHER COMMITTEES
SECTION 1. ENUMERATION OF COMMITTEES. The standing committees of the
Board of Directors shall be an Executive Committee, an Audit Committee, a Loan &
Investment Committee, a Planning Committee and a Human Resources Committee. Each
such committee shall have the authority as provided in these Bylaws and shall
also have such additional lawfully delegable powers and duties as are conferred
by vote of a majority of the Whole Board of Directors. The Board of Directors,
by vote of a majority of the Whole Board of Directors, may from time to time
designate additional committees of the Board, either temporary or permanent,
with such lawfully delegable powers and duties as it thereby confers not
inconsistent with these Bylaws, to serve at the pleasure of a majority of the
Whole Board and shall, for these committees and any others provided for herein,
elect a Director or Directors to serve as the member or.members, designating, if
it desires, other Directors as alternate members ("Alternate Directors") who may
replace any absent or disqualified member at any meeting of the committee;
provided however, that the Chairman shall be an ex-officio member of all
committees, except the Audit Committee and any other committee on which he is
prohibited from being a member, by law, the Restated Organization Certificate or
these Bylaws. The Board of Directors, by a resolution adopted by a majority of
the Whole Board, may terminate any committee previously established.
SECTION 2. TENURE. Subject to the provisions of Section 6 of this
Article IV, each member of a committee shall hold office until the next annual
designation of members of such committee by the Board of Directors following his
or her designation and until a successor is designated as a member of the
committee.
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SECTION 3. QUORUM. A majority of the members of a committee shall
constitute a quorum for the transaction of business at any meeting thereof, and
action of such committee must be authorized by the affirmative vote of a
majority of the members present at a meeting at which a quorum is present.
Attendance by Alternate Directors shall constitute membership on a committee for
determining quorum requirements.
SECTION 4. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by a committee at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the members of such committee.
SECTION 5. VACANCY. Any vacancy in a committee may be filled by a
resolution adopted by a majority o(pound) the Whole Board of Directors.
SECTION 6. RESIGNATION AND REMOVAL. Any member of a committee may be
removed at any time with or without cause by resolution adopted by a majority of
the Whole Board of Directors. Any member of a committee may resign from a
committee at any time by giving written notice to the Chairman of the Board or
Secretary of the SAVINGS BANK. Unless otherwise specified, such resignation
shall take effect upon its receipt; the acceptance of such resignation shall not
be necessary to make it effective.
SECTION 7. PROCEDURE. A committee may fix its own rules of procedure
which shall not be inconsistent with these Bylaws. It shall keep regular minutes
of its proceedings and report the same to the Board of Directors for its
information.
SECTION 8. EXECUTIVE COMMITTEE. The Board of Directors, by resolution
adopted by a majority of the Whole Board of Directors, may annually designate
the Chairman of the Board and four (4) or more of the other Directors to
constitute an Executive Committee. The Board of Directors shall annually appoint
a Chairperson and Vice Chairperson, respectively, of this Committee.
Except as otherwise provided herein, the Executive Committee, when the
Board of Directors is not in session, shall have and may exercise all of the
authority of the Board of Directors. The duties of the Executive Committee shall
include: (i) the review of all insurance coverage to adequately protect the
Bank's interest, (ii) the review of personnel matters as required, (iii) the
review and approval of loans and investments by the SAVINGS BANK as required,
(iv) the review and approval of actions taken by the Mortgage Department, the
Consumer Loan Department, the Business Loan Department and the Securities
Investment Department as required, and (v) the review of reports by the Life
Insurance Department of the Bank. Notwithstanding the above, the authority of
the Executive Committee shall be limited by the laws of the State of New York
and as may be limited, if any, by resolution adopted by a majority of the Whole
Board of Directors. In addition, the Executive Committee shall not have the
authority of the Board of Directors with reference to: the declaration of
dividends; the submission to stockholders of any action that requires
stockholders' authorization under New York law or regulations; the filling of
vacancies in the Board of Directors or in any committee of the Board of
Directors; the fixing of compensation of the Directors for serving on the Board
or any committee thereof; the amendment or repeal of any resolution of the Board
of Directors which by its terms shall not be so amendable or repealable; the
taking of any action which is
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expressly required by New York law or regulation to be taken at a meeting of the
Board of Directors or by a specified proportion of Directors; the amendment or
repeal of the Restated Organization Certificate or Bylaws of the SAVINGS BANK or
adoption of new Bylaws of the SAVINGS BANK; the sale, lease or other disposition
of all or substantially all of the property and assets of the SAVINGS BANK
otherwise than in the usual and regular course of its business; a voluntary
dissolution of the SAVINGS BANK; a revocation of any of the foregoing; or the
approval of a transaction in which any member of the Executive Committee,
directly or indirectly, has any material beneficial interest.
Regular meetings of the Executive Committee may be held: (i) without
the requirement of any notice, at such times and places as the Board of
Directors may determine or (ii) upon not less than one day's notice, which
notice may be written or oral, at such times and places as determined by the
Chairman of the Board. Special meetings of the Executive Committee may be
called, upon not less than one day's notice, by: (i) the Chairman of the Board
or (ii) upon receipt of the written demand from three (3) or more of the
members, the Secretary of the Board. Any required notice of a regular meeting
and the notice of any special meeting shall indicate the place, date and time of
the meeting, which notice may be written or oral. Any member of the Executive
Committee may waive notice of any meeting and no notice of any meeting need be
given to any member thereof who attends in person. The notice of any meeting of
the Executive Committee need not state the business proposed to be transacted at
the meeting.
SECTION 9. AUDIT COMMITTEE. The Board of Directors, by resolution
adopted by a majority of the Whole Board of Directors, may designate three (3)
or more non-salaried directors to constitute the Audit Committee. A non-salaried
director shall be annually appointed Chairperson and Vice Chairperson,
respectively, of this Committee by the Board. It shall be the duty of this
Committee to examine the records and affairs of the Bank and to report thereon
as required by the Banking Law and federal law and regulations.
In the discharge of its duties, the Committee may incur such reasonable
expenses as it may deem proper and shall have such assistance as it may require
to aid in its examination. It shall receive and act upon the reports of the
Bank's Auditor and reports of the individual(s) responsible for the security of
the depositors, officers and employees of the Bank.
This Committee shall hold regular quarterly meetings, without the
requirement of any notice, at such times and places as the Board of Directors
may determine. Special meetings of the Audit Committee may be called, upon not
less than one day's notice, by: (i) the Chairperson or Vice Chairperson or (ii)
upon receipt of the written demand from three (3) or more of the members, the
Secretary of the Board. The notice of any special meeting shall indicate the
place, date and time of the meeting, which notice may be written or oral. Any
member of the Audit Committee may waive notice of any meeting and no notice of
any meeting need be given to any member thereof who attends in person. The
notice of any meeting of the Audit Committee need not state the business
proposed to be transacted at the meeting.
SECTION 10. LOAN AND INVESTMENT COMMITTEE. The Board of Directors, by
resolution adopted by a majority of the Whole Board of Directors, may designate
the Chairman of the Board and three (3) or more directors to constitute the Loan
and Investment Committee. The
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Board shall annually appoint a Chairperson and Vice Chairperson, respectively,
of this Committee.
The duties of the Loan and Investment Committee shall include (i) the
review and approval of loans and investments by the SAVINGS BANK as required,
and (ii) the review and approval of actions taken by the Mortgage Department,
the Consumer Loan Department, the Business Loan Department and the Securities
Investment Department as required.
Regular meetings of the Loan and Investment Committee may be held: (i)
without the requirement of any notice, at such times and places as the Board of
Directors may determine or (ii) upon not less than one day's notice, which
notice may be written or oral, at such times and places as determined by the
Chairman of the Board. Special meetings of the Loan and Investment Committee may
be called, upon not less than one day's notice, by: (i) the Chairman of the
Board or (ii) upon receipt of the written demand from three (3) or more of the
members, the Secretary of the Board. Any required notice of a regular meeting
and the notice of any special meeting shall indicate the place, date and time of
the meeting, which notice may be written or oral. Any member of the Loan and
Investment Committee may waive notice of any meeting and no notice of any
meeting need be given to any member thereof who attends in person. The notice of
a meeting of the Loan and Investment Committee need not state the business
proposed to be transacted at the meeting.
SECTION 11. PLANNING COMMITTEE. The Board of Directors, by resolution
adopted by a majority of the Whole Board of Directors, may designate the
Chairman of the Board and three (3) or more directors to constitute the Planning
Committee. The Board shall annually appoint a Chairperson and Vice Chairperson,
respectively, of this Committee.
The Committee will have the responsibility of planning the future
direction of the Bank, its needs, services, asset allocation and future
policies.
Regular meetings of the Planning Committee may be held: (i) without the
requirement of any notice, at such times and places as the Board of Directors
may determine or (ii) upon not less than one day's notice, which notice may be
written or oral, at such times and places as determined by the Chairman of the
Board. Special meetings of the Planning Committee may be called, upon not less
than one day's notice, by: (i) the Chairman of the Board or (ii) upon the
receipt of the written demand from three (3) or more of the members, the
Secretary of the Board. Any required notice of a regular meeting and the notice
of any special meeting shall indicate the place, date and time of the meeting,
which notice may be written or oral. Any member of the Planning Committee may
waive notice of any meeting and no notice of any meeting need be given to any
member thereof who attends in person. The notice of a meeting of the Planning
Committee need not state the business proposed to be transacted at the meeting.
SECTION 12. HUMAN RESOURCES COMMITTEE. The Board of Directors, by
resolution adopted by a majority of the Whole Board of Directors, may annually
designate the Chairman of the Board and three (3) or more directors to
constitute the Human Resources Committee. The Board shall annually appoint a
Chairperson and Vice Chairperson, respectively, of this Committee.
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It shall be the duty of the Committee to promote the well-being of all
employees of the Bank by review, study, and recommendation for salary scales,
vacation, extra compensation, retirement, pensions and any and all other
benefits that shall enhance their working conditions and status as employees.
Regular meetings of the Human Resources Committee may be held: (i)
without the requirement of any notice, at such times and places as the Board of
Directors may determine or (ii) upon not less than one day's notice, which
notice may be written or oral, at such times and places as determined by the
Chairman of the Board. Special meetings of the Human Resources Committee may be
called, upon not less than one day's notice, by: (i) the Chairman of the Board
or (ii) upon receipt of the written demand from three (3) or more of the
members, the Secretary of the Board. Any required notice of a regular meeting
and the notice of any special meeting shall indicate the place, date and time of
the meeting, which notice may be written or oral. Any member of the Human
Resources Committee may waive notice of any meeting and no notice of any meeting
need be given to any member thereof who attends in person. The notice of a
meeting of the Human Resources Committee need not state the business proposed to
be transacted at the meeting.
ARTICLE V. OFFICERS
SECTION 1. POSITIONS. The officers of the SAVINGS BANK shall be a
Chairman of the Board, President, one or more vice presidents, a secretary and a
comptroller, each of whom shall be elected by the Board of Directors. The
Chairman of the Board shall be a director of the SAVINGS BANK. The offices of
the secretary and, if appointed, treasurer may be held by the same person and a
vice president may also be either the secretary or the treasurer. The Board of
Directors may designate one or more vice presidents as executive vice president
or senior vice president. The Board of Directors, upon recommendation of the
Chairman of the Board, shall appoint at any meeting of the Board such officers
as it shall deem proper to assist the Chairman of the Board in the operation of
the SAVINGS BANK. One person may hold more than one office at the same time. The
Board of Directors shall also appoint the Auditor, who may not hold another
office.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the SAVINGS
BANK shall be elected annually at the first meeting of the Board of Directors
held after each annual meeting of the shareholders. If the election of officers
is not held at such meeting, such election shall be held as soon thereafter as
possible. Each officer shall hold office until a successor has been duly elected
and qualified or until the officer's death, resignation or removal in the manner
hereinafter provided. Election or appointment of an officer, employee or agent
shall not of itself create contractual rights. The Board of Directors may
authorize the SAVINGS BANK to enter into an employment contract with any
officer; but no such contract shall impair the right of the Board of Directors
to remove any officer at any time in accordance with Section 3 of this Article
V.
SECTION 3. REMOVAL. Any officer may be removed by the Board of
Directors whenever in its judgment the best interests of the SAVINGS BANK will
be served thereby, but such removal, other than for cause, shall be without
prejudice to the contractual rights, if any, of the person so removed.
-11-
<PAGE>
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
Chairman of the Board for the unexpired portion of the term.
SECTION 5. REMUNERATION. The remuneration of the officers shall be
fixed from time to time by the Board of Directors.
SECTION 6. CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE
OFFICER. The Chairman of the Board shall be the Chief Executive Officer of the
SAVINGS BANK and shall have the active management, direction and supervision of
the SAVINGS BANK, its operations, securities and obligations, subject to the
control of the Board of Directors and shall have all powers and perform all
duties incidental of his/her office. He/she shall preside at all meetings of the
Board. He/she may perform, or cause to be performed, at any time, any of the
functions or duties of any other officer. He/she may assign to all other
officers, employees and agents of the Bank, duties in addition to those
specifically described in these by-laws.
He/she shall have custody of the common seal and direct the use of it.
He/she shall have power to sign and execute any and all contracts, papers and
legal documents. He/she may delegate to Counsel or such other officers as are
designated by the Board of Directors, the authority, under the seal of the
SAVINGS BANK, to execute and acknowledge, in the name and on behalf of the
SAVINGS BANK, all contracts, papers and documents incident or related to the
business of the SAVINGS BANK, except where otherwise directed by law or by these
by-laws.
Unless otherwise provided by resolution of the Board, he/she may fill
vacancies by appointive officers or on committees and may appoint such other
committees as he/she may deem necessary or the Board may require. He/she shall
perform such other duties as the Board of Directors may direct.
The decisions of the Chairman of the Board on any matter, incident to
the business of the SAVINGS BANK, shall be conclusive unless modified by the
Board of Directors.
SECTION 7. PRESIDENT. The President shall be designated as Chief
Administrative Officer and shall perform such administrative duties as from time
to time may be assigned or delegated by the Chairman of the Board and in the
absence of or inability of the Chairman of the Board to act, the President shall
perform all the duties of the Chairman of the Board.
SECTION 8. COMPTROLLER. The Comptroller shall keep an account of all
the fiscal affairs of the Bank and shall have charge and supervision of the
accounting system and records of the SAVINGS BANK. He/she shall submit to the
Board, through the Chairman of the Board and the Executive Committee, at each
regular or adjourned meeting, a balance sheet, income and expense statement and
the financial condition of the SAVINGS BANK with requisite comparative
statements. He/she or such other person as designed by a Board resolution shall
report to the Board or such other designated Committee all the purchases and
sales of securities and shall provide a current inventory of investments, except
mortgage loans, for its examination. He/she shall exercise control over all
income and expenditures, prepare budgets and quarterly progress thereto and any
and all other duties, assigned to him/her by the Chairman of the Board, for the
-12-
<PAGE>
operation and bookkeeping of Bank and tax records. The Comptroller shall have
power to execute all requisite legal documents on behalf of the Bank on advice
of the Bank's counsel or Chairman of the Board and to use its seal accordingly.
SECTION 9. SECRETARY. The Secretary shall keep and maintain, in the
archives of the Bank, all proceedings of the Board and of all committees when
such have been duly ratified, approved and confirmed in all respects and
delivered to him/her by the Secretary of the Board of Directors or the Secretary
of any committee. He/she shall submit requisite reports, duly attested and
verified by him/her to be a true copy thereof under law, to proper authorities
requesting the same.
The Secretary shall have power to execute all requisite legal documents
on behalf of the Bank, on advice of the Bank's counsel or Chairman of the Board
and to use its seal accordingly. He/she shall have such power and perform such
duties as are assigned by the Chairman of the Board.
SECTION 10. ASSISTANT SECRETARIES. In the absence of the Secretary or
where the Secretary has executed documents on behalf of the Bank, an Assistant
Secretary may attest to the execution of all requisite legal or quasi-legal
documents by the Chairman of the Board, President, appointed Executive Vice
Presidents, Senior Vice Presidents, Vice Presidents, Comptroller or Secretary,
on advice of the Bank's Counsel. Assistant Secretaries shall have such other
powers and perform such duties as are assigned by the Chairman of the Board.
SECTION 11. AUDITOR. The Auditor shall at all times have access to the
records and books of the Bank. He/she shall audit the accounts of the various
departments of the Bank, review the control of all income and expenditures and,
by examination, verify the assets of the Bank, whenever he/she may deem it
necessary, or be directed to do so by the Board, the Chairman of the Board or
the Audit Committee. He/she shall make monthly reports to the Board, the
Chairman of the Board or the Audit Committee, which may include suggestions or
recommendations he/she may consider advisable.
SECTION 12. OTHER OFFICERS. All other officers shall possess such
powers and shall perform such duties as from time to time may be assigned or
designated to them by the Chairman of the Board.
ARTICLE VI. RULES AND REGULATIONS
Management shall adopt rules and regulations not inconsistent with law
for the payment of deposits and interest and, generally, for the transaction and
management of the affairs of the Bank. Such rules and regulations shall be
posted in a conspicuous place in the offices of the Bank and shall be available
to depositors upon request. Such posting shall be taken and held as actual
notice to and be binding upon each depositor and to all persons claiming any
interest in any account. All notices to the Bank from depositors, or other
persons claiming any interest in any account, shall be not effective unless they
are in writing and signed by the persons giving such notice.
-13-
<PAGE>
Rules and regulations adopted by management or any amendments thereto
shall be transmitted to the Board of Directors at its next regular monthly
meeting following the adoption of same.
ARTICLE VII. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. LOANS. No loans shall be contracted on behalf of the SAVINGS
BANK and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors. Such authority may be general or confined
to specific instances.
SECTION 2. DEPOSITS AND INVESTMENTS. Security investments, when issued
in registered form ONLY and which are placed in a custody account for
safekeeping with other institutions, may be registered in the name of the
Custodian institution's Nominee or Nominees.
All monies shall be deposited and all investments (except bearer bonds)
shall be made in the name of "Roosevelt Savings Bank."
SECTION 3. DEPOSITORIES. The Board of Directors, upon the
recommendation of the Loan and Investment Committee, may authorize the opening
and maintaining of such bank accounts as may be necessary for the transaction of
the SAVINGS BANK'S business.
SECTION 4. CHECKS. All checks, drafts, vouchers or orders for the
payment of deposited funds shall be signed by any two officers of the SAVINGS
BANK, but, no check, draft, voucher or order shall be countersigned by the same
person acting in dual capacity. The Auditor, however, shall not be empowered to
sign.
SECTION 5. TELLERS CHECKS AND MONEY ORDERS. Checks or Savings Bank
Money Orders drawn from the account of depositors or in exchange for cash may be
signed or endorsed by any officer, teller or member of the SAVINGS BANK'S
personnel as may be designated from time to time by the Board of Directors, but,
said designees shall be under the direct supervision of the Comptroller.
SECTION 6. CARE AND CUSTODY OF SECURITIES. All stocks, bonds and other
securities, including bonds and mortgages, held by the SAVINGS BANK shall be
kept in such manner and at such places as the Board of Directors, having due
regard for the safety and protection thereof, may direct, and all or any part
thereof may be lodged or deposited for safekeeping with such other institutions
as the Board may from time to time approve.
ARTICLE VIII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
capital stock of the SAVINGS BANK shall be in such form as shall be determined
by the Board of Directors and approved by the NYB. Such certificates shall be
signed by the Chairman of the Board or by any other officer of the SAVINGS BANK
authorized by the Board, attested by the secretary or an assistant secretary,
and sealed with the corporate seal or a facsimile thereof. The signatures of
such officers upon a certificate may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar, other than the
SAVINGS BANK itself or one of its
-14-
<PAGE>
employees. Each certificate for shares of capital stock shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the
shares are issued, with the number of shares and date of issue, shall be entered
on the stock transfer books of the SAVINGS BANK. All certificates surrendered to
the SAVINGS BANK for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares has been
surrendered and cancelled, except that in case of a lost or destroyed
certificate, a new certificate may be issued upon such terms and indemnity to
the SAVINGS BANK as the Board of Directors may prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of capital stock of
the SAVINGS BANK shall be made only on its stock transfer books. Authority for
such transfer shall be given only by the holder of record or by his legal
representative, who shall furnish proper evidence of such authority, or by his
attorney authorized by a duly executed power of attorney and filed with the
SAVINGS BANK. Such transfer shall be made only on surrender for cancellation of
the certificate for such shares. The person in whose name shares of capital
stock stand on the books of the SAVINGS BANK shall be deemed by the SAVINGS BANK
to be the owner for all purposes.
ARTICLE IX. FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the SAVINGS BANK shall end on December 31 of each
year. The SAVINGS BANK shall be subject to an annual audit as of the end of its
fiscal year by independent public accountants appointed by and responsible to
the Board of Directors. The appointment of such accountants shall be subject to
annual ratification by the shareholders.
ARTICLE X. DIVIDENDS
Subject to the terms of the SAVINGS BANK's restated organization
certificate and the regulations and orders of the NYB, the Board of Directors
may, from time to time, declare, and the SAVINGS BANK may pay, dividends on its
outstanding shares of capital stock.
ARTICLE XI. CORPORATE SEAL
The Board of Directors shall provide a SAVINGS BANK seal, which shall
be two concentric circles between which shall be the name of the Bank. The year
of incorporation or an emblem may appear in the center.
ARTICLE XII. INDEMNIFICATION
SECTION 1. SCOPE OF INDEMNIFICATION. Except to the extent expressly
prohibited by the New York Banking Law, the SAVINGS BANK shall indemnify each
person made, or threatened to be made, a party to any action or proceeding,
whether criminal or civil, by reason of the fact that such person or such
person's testator or intestate is or was a director or officer of the SAVINGS
BANK, or is or was serving, in any capacity, at the request of the SAVINGS BANK,
any other corporation, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, against judgments, fines, penalties, amounts
paid in settlement and reasonable expenses, including attorneys' fees and
expenses, reasonably incurred in enforcing such person's
-15-
<PAGE>
right to indemnification, incurred in connection with such action or proceeding,
or any appeal therein, provided that no such indemnification shall be made if a
judgment or other final adjudication adverse to such persons establishes that
such person's acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that such person personally gained in fact a financial profit or other
advantage to which such person was not legally entitled, and provided that no
such indemnification shall be required with respect to any settlement or other
nonadjudicated disposition of any threatened or pending action or proceeding
unless the SAVINGS BANK has given its prior consent to such settlement or other
disposition.
SECTION 2. REIMBURSEMENT OF EXPENSES. The SAVINGS BANK shall advance or
promptly reimburse upon request any person entitled to indemnification hereunder
for all reasonable expenses, including attorneys' fees and expenses, reasonably
incurred in defending any action or proceeding in advance of the final
disposition thereof upon receipt of an undertaking by or on behalf of such
person to repay such amount if such person is ultimately found not to be
entitled to indemnification or, where indemnification is granted, to the extent
the expenses so advanced or reimbursed exceed the amount to which such person is
entitled; provided, however, that such person shall cooperate in good faith with
any request by the SAVINGS BANK that common counsel be used by the parties to
any action or proceeding who are similarly situated unless to do so would be
inappropriate due to actual or potential differing interest between or among
parties.
SECTION 3. ADDITIONAL RIGHTS. Nothing herein shall limit or affect any
right of any director, officer, or other corporate personnel otherwise than
hereunder to indemnification or expenses, including attorneys' fees and
expenses, under any statute, rule, regulation, certificate of incorporation,
Bylaws, insurance policy, contract, or otherwise; without affecting or limiting
the rights of any director, officer or other corporate personnel pursuant to
this Article XII, the SAVINGS BANK is authorized to enter into agreements with
any of its directors, officers or other corporate personnel extending rights to
indemnification and advancement of expenses to the fullest extent permitted by
applicable law.
SECTION 4. NOTICE OF AMENDMENTS OR ELIMINATION. Anything in these
Bylaws to the contrary notwithstanding, no elimination or amendment of this
Article adversely affecting the right of any person to indemnification or
advancement of expenses hereunder shall be effective until the 60th day
following notice to such person of such action, and no elimination of or
amendment to this Article XII shall deprive any such person's rights hereunder
arising out of alleged or actual occurrences, act or failures to act prior to
such 60th day. Any amendments or eliminations made pursuant to this Section is
only effective with regard to acts occurring after such date.
SECTION 5. AMENDMENT OR ELIMINATION. The SAVINGS BANK shall not, except
by elimination or amendment of this Article XII in a manner consistent with the
preceding Section 4 take any corporate action or enter into any agreement which
prohibits, or otherwise limits the rights of any person to, indemnification in
accordance with the provisions of this Article XII. The indemnification of any
person provided by this Article XII shall continue after such person has ceased
to be a director or officer of the SAVINGS BANK and shall inure to the benefit
of such person's heirs, executors, administrators and legal representatives.
-16-
<PAGE>
SECTION 6. SEVERABILITY OF PROVISION. In case any provision in this
Article XII shall be determined at any time to be unenforceable in any respect,
the other provisions of this Article XII shall not in any way be affected or
impaired thereby, and the affected provision shall be given the fullest possible
enforcement in the circumstances, it being the intention of the SAVINGS BANK to
afford indemnification and advancement of expenses to its directors or officers,
acting in such capacities or in the other capacities mentioned herein, to the
fullest extent permitted by law.
ARTICLE XIII. AMENDMENTS
These Bylaws may be amended in a manner consistent with regulations of
the NYB at any time by a majority vote of the Whole Board of Directors, or by
the affirmative vote of at least 80% of the votes eligible to be cast by the
shareholders of the SAVINGS BANK at any legal meeting.
-17-
EXHIBIT 11
T R FINANCIAL CORP.
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Three Months Three Months
Ended March 31, Ended March 31,
1996 1995
--------------- ---------------
<S> <C> <C>
1. Net income $ 7,184,000 $ 3,891,000
============= ============
2. Weighted average common shares 8,391,066 9,227,518
outstanding
3. Pro rata allocation to interim periods of 16,248 16,093
ESOP shares to be allocated on
December 31st of each year (results
from the adoption of SOP 93-6)
4. Common stock equivalents attributable to 572,922 393,281
------- -------
dilutive effect of stock options
5. Total weighted average common shares 8,980,236 9,636,892
========= =========
and equivalents outstanding for primary
earnings per share computations
6. Primary earnings per share $ 0.80 $ 0.40
======== =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted
from the consolidated condensed statement of financial condition
and the consolidated condensed statement of income and is qualified
in it entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 44,432
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 2,962
<INVESTMENTS-HELD-FOR-SALE> 446,435
<INVESTMENTS-CARRYING> 922,529
<INVESTMENTS-MARKET> 928,328
<LOANS> 1,506,209
<ALLOWANCE> 13,740
<TOTAL-ASSETS> 3,001,958
<DEPOSITS> 2,090,780
<SHORT-TERM> 50,000
<LIABILITIES-OTHER> 77,396
<LONG-TERM> 596,663
0
0
<COMMON> 114
<OTHER-SE> 187,005
<TOTAL-LIABILITIES-AND-EQUITY> 3,001,958
<INTEREST-LOAN> 27,520
<INTEREST-INVEST> 24,638
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 52,158
<INTEREST-DEPOSIT> 24,011
<INTEREST-EXPENSE> 32,580
<INTEREST-INCOME-NET> 19,578
<LOAN-LOSSES> 500
<SECURITIES-GAINS> 2,755
<EXPENSE-OTHER> 10,812
<INCOME-PRETAX> 12,866
<INCOME-PRE-EXTRAORDINARY> 7,184
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,184
<EPS-PRIMARY> 0.80
<EPS-DILUTED> 0.80
<YIELD-ACTUAL> 2.75
<LOANS-NON> 11,291
<LOANS-PAST> 1,524
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 13,267
<CHARGE-OFFS> 172
<RECOVERIES> 145
<ALLOWANCE-CLOSE> 13,740
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 13,740
</TABLE>
