PERPETUAL MIDWEST FINANCIAL INC
8-K, 1997-01-23
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>   1
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549



                                    FORM 8-K



                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



              Date of Report (Date of earliest event reported)
                              January 17,  1997



                      PERPETUAL MIDWEST FINANCIAL, INC.
            ----------------------------------------------------
           (Exact name of Registrant as specified in its Charter)





   DELAWARE                   0-23368                 42-1415490
   --------------------------------------------------------------------------
   (State or other  (Commission File Number)  (IRS Employer
   jurisdiction of                                   Identification
   incorporation)                                    Number)



   700 FIRST AVENUE, N.E., CEDAR RAPIDS, IOWA             52407
   --------------------------------------------------------------------------
   (Address of principal executive offices)             (Zip Code)




Registrant's telephone number, including area code: (319) 366-1851
- ------------------------------------------------------------------


     N/A
- ----------------------------------
         (Former name or former address, if changed since last report)

<PAGE>   2


ITEM 5. OTHER EVENTS


1)   Perpetual Midwest Financial, Inc. (the "Registrant") issued a press release
dated January 17, 1997, attached hereto as Exhibit 28.1 announcing their
earnings for the quarter ended December 31, 1996.

2)   Perpetual Midwest Financial, Inc. (the "Registrant") issued a press release
dated January 17, 1997, attached hereto as Exhibit 28.2 announcing their
declaration of a cash dividend payable February 19, 1997 to shareholders of
record January 31, 1997.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


     (c)   Exhibits
           1) Exhibit 28.1   Press Release dated January 17, 1997-earnings 
           release for quarter ended 12-31-96.

           2) Exhibit 28.2   Press Release dated January 17, 1997-declaration 
           of cash dividend for shareholders of record on January 31, 1997 and
           payable February 19, 1997.


<PAGE>   3

                                   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.


                                           PERPETUAL MIDWEST FINANCIAL, INC.




Date:      January 17, 1997                  /s/ Rick L. Brown
- ---------------------------                  ------------------
                                             Rick  L. Brown
                                             Sr. Vice President








<PAGE>   4
                                EXHIBIT INDEX


28.1    Press Release Dated January 17, 1997 Announcing earnings for the
        Quarter Ended December 31, 1996


28.2    Press Release Dated January 17, 1997 Announcing Declaration of a cash
        dividend payable February 19, 1997 to shareholders of record
        January 31, 1997

<PAGE>   1
                              [PMFI LETTERHEAD]

                                                                    EXHIBIT 28.1






FOR IMMEDIATE RELEASE

                                                     DATE: January 17, 1997
                                                     CONTACT: Rick L. Brown, CFO
                                                          (319) 369-5601

                       PERPETUAL MIDWEST FINANCIAL, INC.


CEDAR RAPIDS, IOWA------

     Perpetual Midwest Financial, Inc., parent of Perpetual Savings Bank, FSB,
announced earnings of $81,000 or $0.04 per common share for the Company's three
months ended December 31, 1996. This compares to net income of $436,000 or
$0.22 per common share for the three months ended December 31, 1995. The
decrease in earnings for the three months ended December 31, 1996 compared to
the three months ended December 31, 1995 was predominately due to a $517,000
increase in provision for loan losses, and a $650,000 increase in other
expenses, including a $265,000 charge for a contingent liability discussed
below, offset by an increase of $436,000 in net interest income before
provision for loan losses, a $165,000 increase in other income and a $211,000
decrease in income tax provision. Beginning July, 1996, the Company increased
its provision for loan losses due to the continued growth in the Company's loan
portfolio and an increase in the Company's actual loan loss experience over the
past year.

     Net interest income, before provision for loan losses, for the three
months ended December 31, 1996 increased $436,000 to $2.6 million as compared
to the same period last year. Interest income increased $634,000 to $7.3
million while interest expense increased $198,000 to $4.7 million for the three
months ended December 31, 1996, as compared to the three months ended December
31, 1995. Interest income increased primarily due to a $21.6 million increase
in average earning financial assets and a 30 basis points increase in the
average yield on these assets. The increase in interest expense was primarily
due to a $24.0 million increase in the average balance of financial liabilities
and a 20 basis point increase in the average cost of these liabilities.


                                      1
<PAGE>   2


Perpetual Midwest Financial, Inc. Press Release
January 17, 1997
Page 2 of 6



     The $650,000 increase in other expenses was primarily a result of a
$265,000 charge to income to establish a contingent liability. This contingent
liability developed from the filing of various mechanics liens for work
performed on a property against which, the Company holds a $3.1 million
mortgage loan. This loan, secured by a commercial office building, was
originated in January, 1995 and was performing as agreed at December 31, 1996.
The remainder of the increase in other expense for the quarter ended December
31, 1996 compared to the same period last year, was primarily related to a
$120,000 increase for compensation and benefits and a $49,000 increase for
occupancy and equipment.

     Earnings for the first six months of fiscal 1997 ended December 31, 1996
resulted in a net loss of $472,000 or ($0.25) per share of common stock. This
compared to net income of $692,000 or $0.34 per share of common stock for the
six months ended December, 1995.

     The decrease in earnings for the first six months of fiscal 1997 compared
to the same period last year was predominantly due to a $742,000 increase for
provision for loan losses and a $2.5 million increase in other expenses, offset
by an increase of $1.0 million in net interest income, a $302,000 increase of
other income and a decrease of $747,000 in tax provision. The increase in other
expenses is primarily a result of a $1.5 million expense for a special
assessment on SAIF-insured institutions in order to recapitalize the SAIF
insurance fund.

     Net interest income, before provision for loan losses, for the six months
ended December 31, 1996 increased $1.0 million to $5.1 million as compared to
$4.1 million for the same period last year. Interest income increased $1.7
million to $14.6 million while interest expense increased $634,000 for the six
months ended December 31, 1996 as compared to the six months ended December 31,
1995. Interest income increased primarily due to a $28.1 million increase in
average financial earning assets and an 85 basis point increase in the average
yield on these assets. Interest expense increased primarily due to a $31.8
million increase in average financial liabilities and a 20 basis point increase
in the average cost of these liabilities.



                                      2
<PAGE>   3





Perpetual Midwest Financial, Inc. Press Release
January 17, 1997
Page 3 of 6


     Total consolidated assets at December 31, 1996 were $388.5 million as
compared to $383.3 million at June 30, 1996. At December 31, 1996, allowance
for loan losses totaled $2.8 million or 0.94% of total net loans receivable as
compared to $2.7 or 0.91% of total net loans receivable at June 30, 1996. The
Company's non-performing assets (loans 90 days or more delinquent and
foreclosed real estate) were $1.3 million or 0.33% of total assets at December
31, 1996, compared with $1.4 million or 0.37% of total assets at June 30, 1996.

     As of December 31, 1996, Perpetual Savings Bank, FSB had tangible and core
capital ratios of approximately 7.91%. The Bank continued to exceed its
regulatory capital requirements and expects to remain in excess of the
requirements.

     On September 24, 1996, Perpetual Midwest Financial, Inc. announced its
intent to repurchase up to 5% of its outstanding common shares over the
following twelve-months. The Company continues to repurchase shares at
prevailing market prices from time to time depending upon market conditions.

     Perpetual Savings Bank, FSB, headquartered in downtown Cedar Rapids, Iowa,
has four full service branch offices including; Cedar Rapids West, Cedar Rapids
East, Cedar Rapids Northeast, and Iowa City, Iowa.

     Perpetual Midwest Financial, Inc's common stock is traded on the NASDAQ
National Market under the symbol "PMFI".

     A consolidated financial summary follows (3 pages).

                                     #####


                                      3
<PAGE>   4
[PMFI LETTERHEAD]
Perpetual Midwest Financial, Inc. - Press Release
January 17, 1997
Page 4 of 6

                        SUMMARY OF FINANCIAL HIGHLIGHTS

                        - CONSOLIDATED BALANCE SHEETS -

<TABLE>
<CAPTION>
                                                                         December 31,        June 30,
                                                                            1996               1996
                                                                         (unaudited)         (audited)
         ---------------------------------------------------           ----------------    ----------------
         <S>                                                           <C>                 <C>
         Assets
             Cash and due from financial institutions                  $      4,605,506    $      2,968,278
             Interest-bearing balances in financial inst.                     7,605,968           7,956,221
                                                                       ----------------    ----------------
                 Cash and cash equivalents                                   12,211,474          10,924,499

             Securities:
                   Trading portfolio                                            921,570             989,800
                   Available-for-sale                                        58,180,261          56,401,791
                   Held-to-maturity                                                --                  --
                   FHLB stock                                                 4,640,900           4,640,900
             Loans held for sale                                              1,324,258           1,870,570
             Loans receivable, net                                          298,535,925         296,080,410
             Accrued interest and dividend receivable                         2,539,753           2,678,024
             Premises and equipment, net                                      7,384,781           7,307,659
             Other assets                                                     2,790,472           2,379,202
                                                                       ----------------    ----------------
                 TOTAL ASSETS                                          $    388,529,394    $    383,272,855
                                                                       ================    ================

         Liabilities
             Deposits                                                  $    285,356,353    $    261,497,110
             Borrowed funds                                                  64,647,466          80,723,708
             Advances from borrowers for taxes & ins.                           770,683             818,524
             Accrued interest payable                                         1,668,902           2,343,611
             Other liabilities                                                2,511,986           2,301,985
                                                                       ----------------    ----------------
                 TOTAL LIABILITIES                                     $    354,955,390    $    347,684,938
                                                                       ================    ================

         Stockholders' Equity
             Common stock (2,123,984 shares)                           $         21,240    $         21,240
             Additional paid in capital                                      20,749,538          20,546,070
             Retained earnings-substantially restricted                      17,715,087          18,481,335
             Unrealized holding gains/losses-available-for-sale                 (92,768)           (486,626)
             Less:  Common stock acquired                                    (3,570,365)         (2,152,190)
                    Employee stock ownership plan                              (691,998)           (776,032)
                    Unearned compensation                                      (556,730)            (45,880)
                                                                       ----------------    ----------------
                 TOTAL STOCKHOLDERS' EQUITY                            $     33,574,004    $     35,587,917

         Total Liabilities and
                 Stockholders' Equity                                  $    388,529,394    $    383,272,855
                                                                       ================    ================
</TABLE>
<PAGE>   5
[PMFI LETTERHEAD]
Perpetual Midwest Financial, Inc. - Press Release
January 17, 1997
Page 5 of 6


                        SUMMARY OF FINANCIAL HIGHLIGHTS

                      - CONSOLIDATED STATEMENTS OF INCOME-

<TABLE>
<CAPTION>
                                                                          For the 3 mos. ended December 31,
                                                                         -----------------------------------
                                                                             1996                1995
         (Dollars in Thousands except Per Share Data)                      (unaudited)         (unaudited)
         ---------------------------------------------------------------------------------------------------
         <S>                                                           <C>                <C>             
         Interest Income                                               $          7,263    $          6,629

         Interest Expense                                                         4,708               4,510
                                                                       ----------------    ----------------

         Net Interest Income                                                      2,555               2,119
                 Provision for loan losses                                          552                  35
                                                                       ----------------    ----------------
         Net Interest Income after
             Provision for Loan Losses                                            2,003               2,084

         Other Income                                                               492                 327

         Other Expenses                                                           2,340               1,690

         Income Before Income Taxes                                                 155                 721

                 Income tax provision                                                74                 285
                                                                       ----------------    ----------------
         Net Income                                                    $             81    $            436
                                                                       ================    ================

         Earnings per share subsequent to
              conversion
                 Net Income                                                       $0.04               $0.22
                                                                       ================    ================


         Earnings per share assuming
              full dilution
                 Net Income                                                       $0.04               $0.22
                                                                       ================    ================
</TABLE>


<PAGE>   6
[PMFI LETTERHEAD]
Perpetual Midwest Financial, Inc. - Press Release
January 17, 1997
Page 6 of 6


                        SUMMARY OF FINANCIAL HIGHLIGHTS

                      - CONSOLIDATED STATEMENTS OF INCOME-

<TABLE>
<CAPTION>
                                                                         For the 6 mos. ended December 31,
                                                                         -----------------------------------
                                                                              1996                1995
         (Dollars in Thousands except Per Share Data)                      (unaudited)         (unaudited)
         ---------------------------------------------------------------------------------------------------
         <S>                                                           <C>                <C>             
         Interest Income                                               $         14,605    $         12,955

         Interest Expense                                                         9,466               8,832
                                                                       ----------------    ----------------

         Net Interest Income                                                      5,139               4,123
                 Provision for loan losses                                          777                  35
                                                                       ----------------    ----------------
         Net Interest Income after
             Provision for Loan Losses                                            4,362               4,088

         Other Income                                                               910                 608

         Other Expenses                                                           4,545               3,543
                 Special SAIF assessment                                          1,485                --
                                                                       ----------------    ----------------
         Total Other Expenses                                                     6,030               3,543

         Income Before Income Taxes                                                (758)              1,153

                 Income tax provision                                              (286)                461
                                                                       ----------------    ----------------
         Net Income                                                    $           (472)   $            692
                                                                       ================    ================

         Earnings per share subsequent to
              conversion
                 Net Income                                                      ($0.25)              $0.35
                                                                       ================    ================


         Earnings per share fully diluted
              subsequent to conversion
                 Net Income                                                      ($0.25)              $0.34
                                                                       ================    ================
</TABLE>




<PAGE>   1
                                                                    EXHIBIT 28.2


             [PMFI PERPETUAL MIDWEST FINANCIAL, INC. LETTERHEAD]





FOR IMMEDIATE RELEASE


                                              DATE: January 17, 1997
                                              CONTACT:  Rick L. Brown, CFO
                                                at (319) 369-5601


                        PERPETUAL MIDWEST FINANCIAL, INC



CEDAR RAPIDS, IOWA ------


Perpetual Midwest Financial, Inc., parent company of Perpetual Savings Bank,
FSB, announced that the Corporation will pay a cash dividend of $0.075 (seven
and one-half cents) per share of outstanding common stock. The dividend will be
payable on February 19, 1997 to shareholders of record on January 31, 1997.

Perpetual Savings Bank, FSB serves Linn and Johnson counties through its four
full service offices in Cedar Rapids and one office located in Iowa City,
Iowa.

The Corporation's stock is traded on the NASDAQ National Market under the
symbol "PMFI".


                                     #####




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