<PAGE>
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 22, 1998
PERPETUAL MIDWEST FINANCIAL, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-23368 42-1415490
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
700 First Avenue, N.E., Cedar Rapids, Iowa 52401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (319) 366-1851
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
1) Perpetual Midwest Financial, Inc. (the "Registrant") issued a press release
dated January 22, 1998, attached hereto as Exhibit 28.1, announcing their
earnings for the quarter ended December 31, 1997.
2) Perpetual Midwest Financial, Inc. (the "Registrant") issued a press release
dated January 22, 1998, attached hereto as Exhibit 28.2, announcing their
declaration of a cash dividend payable February 11, 1998 to shareholders of
record January 31, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
1) Exhibit 28.1 Press Release dated January 22, 1998-announcing
earnings release for quarter ended
December 31, 1997.
2) Exhibit 28.2 Press Release dated January 22, 1998-declaration
of cash dividend for shareholders of record
on January 31, 1998 and payable February 11, 1998.
2
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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 22, 1998 By: /s/ Rick L. Brown
-------------------------------- ----------------------
Rick L. Brown
Exec. Vice President
<PAGE>
EXHIBIT 28.1 (6 PAGES)
PRESS RELEASE DATED JANUARY 22, 1998 ANNOUNCING
EARNINGS FOR THE QUARTER ENDED DECEMBER 31, 1997
<PAGE>
PMFI PERPETUAL MIDWEST FINANCIAL, INC.
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
DATE: January 22, 1998
CONTACT: Rick L. Brown, CFO
(319) 366-1851
PERPETUAL MIDWEST FINANCIAL, INC.
CEDAR RAPIDS, IOWA------
Perpetual Midwest Financial, Inc., parent of Perpetual Savings Bank,
FSB, announced earnings of $438,000 or $0.24 per common share for the Company's
three months ended December 31, 1997. This compares to net income of $81,000 or
$0.04 per common share for the three months ended December 31, 1996. The
increase in earnings for the three months ended December 31, 1997 compared to
the three months ended December 31, 1996 was predominately due to an increase of
$301,000 in net interest income before provision for loan losses, a $71,000
decrease in other expenses and a $282,000 decrease in provision for loan losses,
offset by a $59,000 decrease in other income and a $238,000 increase in income
tax provision.
Net interest income, before provision for loan losses, for the three
months ended December 31, 1997 increased $301,000 to $2.9 million as compared to
the same period last year. Interest income increased $425,000 to $7.7 million
while interest expense increased $124,000 to $4.8 million for the three months
ended December 31, 1997, as compared to the three months ended December 31,
1996.
Earnings for the first six months of fiscal 1998 ended December 31,
1997 resulted in net income of $993,000 or $0.55 per share of common stock. This
compared to a net loss of $472,000 or ($0.26) per share of common stock for the
six months ended December, 1996 or net income of $453,000 or $0.25 per share of
common stock before a special SAIF assessment.
1
<PAGE>
Perpetual Midwest Financial, Inc. Press Release
January 22, 1998
Page 2 of 6
The increase in earnings for the first six months of fiscal 1998
compared to the same period last year was predominantly due to an increase of $
607,000 net interest income, a $282,000 decrease for provision for loan losses,
and a $1.5 million decrease in other expenses predominantly due to the $1.5
million expense for a special assessment on SAIF-insured institutions in order
to recapitalize the SAIF insurance fund in 1997, offset by a $17,000 decrease in
other income and a $947,000 increase in tax provision.
Net interest income, before provision for loan losses, for the six
months ended December 31, 1997 increased $607,000 to $5.7 million as compared to
$5.1 million for the same period last year. Interest income increased $784,000
to $15.4 million while interest expense increased $177,000 for the six months
ended December 31, 1997 as compared to the six months ended December 31, 1996.
Total consolidated assets at December 31, 1997 were $392.1 million as
compared to $397.2 million at June 30, 1997. At December 31, 1997, allowance for
loan losses totaled $2.9 million or 0.87% of total net loans receivable as
compared to $3.0 million or 0.96% of total net loans receivable at June 30,
1997. The Company's non-performing assets (loans 90 days or more delinquent and
foreclosed real estate) were $1.2 million or 0.31% of total assets at December
31, 1997, compared with $1.2 million or 0.31% of total assets at June 30, 1997.
As of December 31, 1997, Perpetual Savings Bank, FSB had tangible and
core capital ratios of approximately 8.19% and a risk-based capital ratio of
12.23%. The Bank continued to exceed its regulatory capital requirements and
expects to remain in excess of the requirements.
On December 15, 1997, Perpetual Midwest Financial, Inc. ("Perpetual"), parent of
Perpetual Savings Bank, FSB ("Perpetual Savings") announced that it had signed a
definitive agreement with Commercial Federal Corporation ("Commercial"),
headquartered in Omaha, Nebraska, pursuant to which Perpetual would merge with
Commercial and Perpetual Savings would merge with Commercial Federal Bank, a
wholly owned subsidiary of Commercial. The Merger is expected to be completed in
Mid 1998.
2
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Perpetual Midwest Financial, Inc. Press Release
January 22, 1998
Page 3 of 6
Commercial, parent company of Commercial Federal bank, has operations
in Nebraska, Kansas, Colorado, Oklahoma and Iowa. At September 30, 1997,
Commercial had total assets of $7.2 billion and total shareholder equity of $444
million. 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" and Commercial's common stock is traded
on the New York Stock Exchange under the symbol "CFB".
A consolidated financial summary follows (3 pages).
#####
3
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Summary of Financial Highlights
-Consolidated Statements of Income-
For the 3 mos. ended December 31,
---------------------------------
1997 1996
(Dollars in Thousands except Per Share Data) (unaudited) (unaudited)
- --------------------------------------------------------------------------------
Interest Income $7,688 $7,263
Interest Expense 4,832 4,708
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Net Interest Income 2,856 2,555
Provision for loan losses 270 552
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Net Interest Income after
Provision for Loan Losses 2,586 2,003
Other Income 433 492
Other Expenses 2,269 2,340
Income Before Income Taxes 750 155
Income tax provision 312 74
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Net Income $ 438 $ 81
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Earnings per share $ 0.24 $ 0.04
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Earnings per share assuming dilution
Net Income $0.23 $0.04
====== ======
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Summary of Financial Highlights
-Consolidated Statements of Income-
For the 6 mos. ended December 31,
--------------------------------
1997 1996
(Dollars in Thousands except Per Share Data) (unaudited) (audited)
-------------------------------------------------------------------------------
Interest Income $ 15,389 $ 14,605
Interest Expense 9,643 9,466
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Net Interest Income 5,746 5,139
Provision for loan losses 495 777
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Net Interest Income after
Provision for Loan Losses 5,251 4,362
Other Income 893 910
Other Expenses 4,490 4,545
Special SAIF assessment -- 1,485
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Total Other Expenses 4,490 6,030
Income Before Income Taxes 1,654 (758)
Income tax provision 661 (286)
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Net Income $ 993 $ (472)
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Earnings per share $ 0.55 ($ 0.26)
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Earnings per share assuming dilution
Net Income $ 0.52 ($ 0.26)
======== ========
<PAGE>
Summary of Financial Highlights
-Consolidated Balance Sheets -
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
(unaudited) (audited)
- ------------------------------------------------------------ --------------- --------------
<S> <C> <C>
Assets
Cash and due from financial institutions $ 6,929,498 $ 6,066,803
Interest-bearing balances in financial inst 7,026,046 20,933,322
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Cash and cash equivalents 13,955,544 27,000,125
Securities:
Trading portfolio 456,100 756,625
Available-for-sale 23,454,865 41,143,033
FHLB stock 4,640,900 4,640,900
Loans held for sale 153,000 889,367
Loans receivable, net 337,908,514 310,522,161
Accrued interest and dividend receivable 2,505,232 2,589,365
Premises and equipment, net 7,035,072 7,203,686
Other assets 1,983,413 2,484,211
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Total Assets $ 392,092,640 $ 397,229,473
============= =============
Liabilities
Deposits $ 313,868,384 $ 305,165,267
Borrowed funds 38,706,357 52,203,351
Advances from borrowers for taxes & ins 860,435 828,198
Accrued interest payable 1,856,990 3,021,590
Other liabilities 1,826,850 2,121,405
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Total Liabilities $ 357,119,016 $ 363,339,811
Stockholders' Equity
Common stock (2,123,984 shares) $ 21,240 $ 21,240
Additional paid in capital 20,743,797 20,712,302
Retained earnings-substantially restricted 19,078,430 18,367,609
Unrealized holding gains/losses-available-for-sale (14,427) (129,204)
Less: Common stock acquired (3,925,414) (4,039,766)
Employee stock ownership plan (584,827) (610,542)
Unearned compensation (345,175) (431,977)
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Total Stockholders' Equity $ 34,973,624 $ 33,889,662
Total Liabilities and
Stockholders' Equity $ 392,092,640 $ 397,229,473
============= =============
</TABLE>
<PAGE>
EXHIBIT 28.2 (1 PAGE)
PRESS RELEASE DATED JANUARY 22, 1998 ANNOUNCING
DECLARATION OF A CASH DIVIDEND PAYABLE
FEBRUARY 11, 1998 TO SHAREHOLDERS OF RECORD
JANUARY 31, 1998
<PAGE>
PMFI PERPETUAL MIDWEST FINANCIAL, INC.
- ------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
DATE: January 22, 1998
CONTACT: Rick L. Brown, CFO
at (319) 366-1851
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 11, 1998 to shareholders of record on January 31, 1998.
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".
#####
