<PAGE>
<PAGE>
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
MARK ONE
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ------- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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: 0-24194
-------
HARBOR FEDERAL BANCORP, INC.
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-1860591
- ----------------------- -----------------
(State of incorporation) (I.R.S. Employer
Identification No.)
705 York Road, Baltimore, Maryland 21204-2562
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(410) 321-7041
--------------
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
requirements for the past ninety days. Yes X No
------ -------
As of September 30, 1996, 1,754,420 shares of the
registrant's Common Stock, par value $0.01 per share, were issued
and outstanding.
Transitional small business disclosure format (check one):
YES NO X
------- ------<PAGE>
<PAGE>
HARBOR FEDERAL BANCORP, INC.
Baltimore, Maryland
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
Consolidated Statements of Financial Condition
-- As of September 30, 1996 (Unaudited) and
March 31, 1996
Consolidated Statements of Income -- (Unaudited)
for the six and three months period ended
September 30, 1996 and 1995
Consolidated Statements of Cash Flows --
(Unaudited) for the six months ended September 30,
1996 and 1995
Notes to (Unaudited) Consolidated Financial
Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
-------------------------------------------------
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Item 2. Changes in Securities
---------------------
Item 3. Defaults Upon Senior Securities
-------------------------------
Item 4. Submission of Matters to a Vote of Security
Holders
-------------------------------------------
Item 5. Other Information
-----------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
2<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
3<PAGE>
<PAGE>
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
September 30, March 31,
1996 1996
------------ ------------
Assets
- ------
<S> <C> <C>
Cash:
On hand and due from banks $ 1,236,130 1,814,498
Interest-bearing deposits 7,410 992,754
Short-term investments 1,305,012 3,441,969
Investment securities, fair value
of $48,548,828 and $48,286,914,
respectively 49,619,539 48,738,919
Mortgage-backed securities, fair
value of $16,758,506 and $
18,122,990 respectively 16,831,545 17,937,421
Loans receivable, net 137,334,621 116,891,985
Investment in Federal Home Loan
Bank stock, at cost 1,269,600 1,269,600
Investment in real estate, net 51,523 43,848
Investment in and advances to affiliated
corporation 2,825,000 2,825,000
Property and equipment, net 1,993,098 1,978,542
Prepaid expenses and other assets 774,100 621,663
Federal and state income taxes receivable 556,292 205,564
------------ ------------
Total assets $213,803,870 196,761,763
============ ============
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Savings accounts $161,847,711 161,643,312
Borrowed funds 21,415,000 4,500,000
Advance payments by borrowers for taxes,
insurance and ground rents 824,067 1,929,535
Accrued expenses and other liabilities 2,235,088 799,822
------------ -----------
Total liabilities 186 321,866 168,872,669
------------ -----------
Stockholders' Equity:
Preferred stock $0.01 par value;
authorized 5,000,000 shares; none
issued and outstanding -- --
Common stock $0.01 par value;
authorized 20,000,000 shares;
1,754,420 and 1,754,420 shares issued 17,544 17,544
Additional paid-in capital 13,409,387 13,316,038
Contra equity - ESOP (1,363,250) (1,363,250)
Retained income, substantially
restricted 15,691,095 16,041,999
Net unrealized holding loss on
securities available for sale (272,772) (123,237)
------------ -----------
Total stockholders' equity 27,482,004 27,889,094
------------ -----------
Total liabilities and
stockholders' equity $213,803,870 196,761,763
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
September 30, September 30,
--------------------- --------------------
1996 1995 1996 1995
---------- --------- -------- --------
<S> <C> <C> <C> <C>
Interest income:
Loans receivable $4,893,551 4,074,667 2,556,117 2,033,839
Mortgage-backed securities 640,834 661,963 317,701 410,243
Investment securities 1,712,417 887,633 858,343 421,579
Interest-earning deposits and
other short-term investments 153,826 160,196 76,751 81,145
---------- --------- --------- ---------
Total interest income 7,400,628 5,784,459 3,808,912 2,946,806
---------- --------- --------- ---------
Interest expense:
Savings accounts:
Certificates 3,108,888 1,965,636 1,556,220 1,021,278
NOW and money market deposit
accounts 539,584 388,762 272,624 192,219
Passbook and statement savings 535,367 382,452 265,543 189,714
---------- --------- --------- ---------
4,183,839 2,736,850 2,094,387 1,403,211
Borrowed funds 327,292 119,902 246,304 94,277
---------- --------- --------- ---------
Total interest expense 4,511,131 2,856,752 2,340,691 1,497,488
---------- --------- --------- ---------
Net interest income 2,889,497 2,927,707 1,468,221 1,449,318
Provision for loan losses 32,605 -- 32,605 --
---------- --------- --------- ---------
Net interest income after
provision for losses 2,856,892 2,927,707 1,435,616 1,449,318
---------- --------- --------- ---------
Noninterest income:
Loan fees and service charges 33,102 30,769 17,104 17,028
Other 113,368 39,706 54,589 17,731
---------- --------- --------- ---------
Total noninterest income 146,470 70,475 71,693 34,759
---------- --------- --------- ---------
Noninterest expense:
Compensation and benefits 1,153,756 1,226,837 573,326 654,295
Occupancy and equipment 217,740 150,070 113,437 75,872
SAIF deposit insurance premiums 951,276 139,717 879,002 70,584
Advertising 80,257 60,117 29,596 32,407
Other 314,561 310,532 146,131 137,136
---------- --------- --------- ---------
Total noninterest expenses 2,717,590 1,887,273 1,741,492 970,294
---------- --------- --------- ---------
Income (loss) before income taxes 285,772 1,110,909 (234,183) 513,783
Income tax provision (benefit) 110,350 429,050 (90,450) 198,350
---------- --------- --------- ---------
Net income (loss) $ 175,422 681,859 (143,733) 315,433
========== ========= ========= =========
Net income (loss) per share
of common stock
Primary $ .11 .35 (.09) .17
========== ========= ========= =========
Fully-diluted $ .11 .35 (.09) .17
========== ========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
September 30,
---------------------
1996 1995
------- -------
<S> <C> <C>
Cash flows from operating activities
Net income 175,422 681,859
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 73,780 72,537
Provision for losses 32,605 --
Amortization of premium on savings deposits 190,692 --
Gains on sales of investments in real estate -- (945)
Non-cash compensation under stock-based
benefit plans (17,664) 303,126
Amortization of loan fees, premiums and
discounts, net (24,475) (53,234)
Increase (decrease) in prepaid expenses
and other assets (354,167) (71,270)
Increase in accrued expenses and
other liabilities 1,704,919 303,349
Federal and state income taxes receivable (55,554) (181,255)
Increase in accrued interest receivable 54,335 99,072
Increase (decrease) in accrued interest
payable (149,653) 360
---------- ---------
Net cash provided by operating
activities 1,630,240 1,153,599
---------- ----------
Cash flows from investing activities:
Maturities of investment securities -- 8,000,000
Purchases of investment securities (1,000,000) (2,000,000)
Purchases of mortgage-backed securities (4,996,875) (10,484,123)
Sale of mortgage-backed securities available
for sale 3,538,099 --
Mortgage-backed securities principal
repayments held to maturity 1,731,462 1,199,214
Mortgage-backed securities principal
repayments available for sale 723,974 --
Increase in investment in real estate (7,675) --
Loan principal disbursements,
net of repayments (14,448,464) 615,965
Loan purchases (6,071,021) (670,565)
Purchases of property and equipment, net (88,336) (19,698)
Increase in investments in and advances
to affiliated corporation, net -- (200,000)
---------- ----------
Net cash used in investing activities (20,618,836) (3,559,207)
----------- ----------
</TABLE>
(Continued)
6<PAGE>
<PAGE>
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
September 30,
-------------------------
1996 1995
---------- ---------
<S> <C> <C>
Cash flows from financing activities:
Net increase in savings deposits 13,707 3,599,157
Repayment of borrowed funds (5,500,000) (5,000,000)
Increase in borrowed funds 22,415,000 9,000,000
Decrease in advance payments by borrowers
for taxes, insurance and ground rents (1,005,468) (1,464,190)
Purchases of stock to fund stock option trust (8,987) --
Purchase of treasury stock -- (2,914,595)
Purchase of stock for management
recognition trust -- (1,109,542)
Purchase of stock for stock option and
incentive plan trust -- (386,363)
Dividends paid (526,326) (212,558)
---------- -----------
Net cash provided by financing activities 15,287,936 1,511,909
---------- -----------
Net decrease in cash and cash equivalents (3,700,670) (893,699)
Cash and cash equivalents at beginning of period 6,249,221 3,813,070
---------- -----------
Cash and cash equivalents at end of period $2,548,551 $ 2,919,371
========== ===========
Supplemental information -- noncash
investing activities:
Increase in unrealized holding loss on
securities available for sale, net of
income tax effect $ 149,535 $ (27,324)
========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
7<PAGE>
<PAGE>
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Six Months Ended September 30, 1996
(Unaudited)
Note 1 -- Business. The accompanying unaudited consolidated
financial statements include the accounts of Harbor Federal
Bancorp, Inc. (the "Company") and wholly-owned subsidiaries,
including Harbor Federal Savings Bank ("Harbor Federal"). All
significant intercompany items have been eliminated. Harbor
Federal provides a full range of banking services to individual
and corporate customers through its subsidiaries and branch banks
in Maryland. Harbor Federal is subject to competition from other
financial institutions. Harbor Federal is subject to the
regulations of certain federal agencies and undergoes periodic
examinations by those regulatory authorities.
Note 2 -- Basis of Presentation. The accompanying unaudited
consolidated financial statements were prepared in accordance
with instructions for Form 10-QSB and, therefore, do not include
information or footnotes necessary for a complete presentation of
financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles.
However, all adjustments, consisting of normal recurring
adjustments which, in the opinion of management, are necessary
for a fair presentation of the consolidated financial statements
at and for the six and three months ended September 30, 1996 have
been recorded.
In preparing the financial statements, management is required to
make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of the statement of
financial condition and revenues and expenses for the period.
The results of operations for the six and three months ended
September 30, 1996 are not necessarily indicative of the results
that may be expected for the entire year ending March 31, 1997.
Actual results could differ significantly from those estimates.
Note 3 -- Retained Income. Harbor Federal is required to
maintain certain levels of regulatory capital. At September 30,
1996, Harbor Federal was in compliance with all regulatory
capital requirements. In addition to these requirements, since
the conversion Harbor Federal must maintain sufficient capital
for the "liquidation account" for the benefit of eligible account
holders. In the event of a complete liquidation of Harbor
Federal, eligible depositors would have an interest in the
account.
Note 4 -- Earnings per Common Share. Primary and fully-diluted
net income per share for the six and three months ended September
30, 1996 and 1995 have been computed based on the weighted
average number of shares of common stock and common stock
equivalents outstanding of 1,630,560 shares and 1,638,130 shares
for the six month period and 1,630,885 shares and 1,638,130
shares for three month period, respectively.
Note 5 -- Investment Securities. Investment securities available
for sale included in investment securities have a book and fair
market value of $22,625,625 at September 30, 1996 and $21,787,305
at March 31, 1996. Related accrued interest was $111,741 at
September 30, 1996 and $82,399 at March 31, 1996.
Note 6 -- Mortgage-Backed Securities. Mortgage-backed securities
available for sale included in mortgage-backed securities have a
book and fair market value of $8,582,082 at September 30, 1996
and $7,950,214 at March 31, 1996. Related accrued interest was
$74,907 at September 30, 1996 and $76,833 at March 31, 1996.
8<PAGE>
<PAGE>
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion analyzes the financial condition of
the Company at September 30, 1996 and the results of operations
of the Company for the six and three months ended September 30,
1996 and 1995.
Financial Condition
- -------------------
The Company's total assets increased by $17.0 million or
8.7% to $213.8 million at September 30, 1996 from $196.8 million
at March 31, 1996.
Net loans receivable increased $20.4 million or 17.5% to
$137.3 million at September 30, 1996 from $116.9 million at March
31, 1996. This increase was funded primarily by an increase in
borrowed funds of $16.9 million.
During the six months ended September 30, 1996 Harbor
Federal Bancorp, Inc. did not repurchase any shares of common
stock.
Results of Operations
- ---------------------
The earnings of the Company depend primarily on its level of
net interest income, which is the difference between interest
earned on Harbor Federal's interest-earning assets, consisting
primarily of mortgage loans, mortgage-backed securities,
interest-bearing deposits at other institutions, investment
securities and other investments, and the interest paid on
interest-bearing liabilities consisting primarily of savings
accounts.
Net income for the six months ended September 30, 1996
decreased by $506,000 compared to the corresponding period in
1995. The Company sustained a net loss of $143,000 in the three
month period ended September 30, 1996 compared to net income of
$315,000 for the corresponding period in 1995. These decreases
were caused primarily by a one time charge for SAIF deposit
insurance premium of 65.7 basis points on deposits as of March
31, 1995. This one time charge of $806,000 was recorded during
the three months ended September 30, 1996 and reduced after tax
earnings by $495,000 for both the six and three month ended
September 30, 1996.
9
<PAGE>
<PAGE>
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
Interest Income. Total interest income for the six months
ended September 30, 1996 increased by $1.6 million or 27.9% to
$7.4 million from $5.8 million for the same period in 1995.
Total interest income for the three months ended September 30,
1996 increased by $862,000 or 29.3% to $3.8 million from $2.9
million for the same period in 1995. The increase in interest
income resulted from a $48.5 million or 32.4% increase in average
interest-earning assets for the six months ended September 30,
1996 as compared to the same period in 1995, partially offset by
a decrease in the average yield on Harbor Federal's average
interest-earning assets to 7.46% for the six months ended
September 30, 1996 from 7.72% for the six months ended September
30, 1995.
Interest on loans for the six months ended September 30,
1996 increased $819,000 or 20.1% as compared to the same period
in 1995. Interest on loans for the three months ended September
30, 1996 increased $522,000 or 25.7% as compared to the same
period in 1995. The increases were the result of increases in
the average loans receivable of $24.1 million or 23.7% and $29.9
million or 29.5% respectively during the periods due primarily to
higher level of loan originations and the effect of the branch
requisitions completed in the fourth quarter of the year ended
March 31, 1996..
Interest on investment securities for the six and three
months ended September 30, 1996 increased $825,000 or 92.9% and
$437,000 or 103.6%, respectively, as compared to the same periods
in 1995. The increases were the result of increase in the
average investment balance of $25.5 million or 105.6% and $27.1
million or 120.1%, respectively, as compared to the same period
in 1995 due to the investment of cash received in the branch
acquisitions referred to above.
Interest Expense. Total interest expense for the six and
three months ended September 30, 1996 increased by $1.7 million
or 57.9% and $843,000 or 56.3% to $4.5 million and $2.3 million
from $2.9 million and $1.5 million for the same periods in 1995.
The increases were attributable to increases in the weighted
average cost to 5.23% and 5.29%, respectively, for the six and
three months ended September 30, 1996 from 4.84% and 4.93%,
respectively for the same periods in 1995. In addition, the
weighted average balance of deposits and borrowings for the six
and three months ended September 30, 1996 increased $54.4 million
or 46.1% and $55.6 million or 45.8%, respectively, over the same
period in 1995 due to the effect of the branch acquisitions
referred to above.
Net Interest Income. Net interest income decreased for the
six months ended September 30, 1996 by $38,000 or 1.3% to $2.89
million from $2.93 million. Net interest income increased for
the three months ended September 30, 1996 by $19,000 or 1.3% to
$1.47 million from $1.45 million..
Provision for Losses. The Company maintains an allowance
for loan losses based on management's review and classification
of the loan portfolio and analyses of borrowers' ability to pay,
past collection experience, risk characteristics of individual
loans or groups of similar loans and underlying collateral,
current and prospective economic conditions, the status of non-
performing loans and regulatory reviews conducted in the
regulatory examination process. Provision for loan losses of
$32,600 were made during the six and three months ended September
30, 1996 as compared to no provisions for loan losses during the
same periods in 1995. Based on the results of managements'
review and analysis, it was concluded that the level of the
allowance for losses on loans as of September 30, 1996, net of
charge offs and recoveries during the six and three months ended
September 30, 1996, remained adequate.
10<PAGE>
<PAGE>
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
Non-Interest Income. Non-interest income for the six and
three months ended September 30, 1996 increased by $76,000 and
$37,000 compared to the same periods in 1995. These increases
were due primarily to fees earned from ATM machines installed at
three locations.
Non-Interest Expense. Non-interest expense for the six and
three months ended September 30, 1996 increased by $830,000 or
44.0% and $771,000 or 79.5% compared to the same periods in
1995. The increases in non-interest expense was due primarily to
the one time charge for SAIF deposit insurance premium discussed
above.
Liquidity and Capital Resources
- -------------------------------
Harbor Federal is required to maintain minimum levels of
liquid assets as defined by OTS regulations. This requirement,
which varies from time to time depending upon economic conditions
and deposit flows, is based upon a percentage of deposits and
short-term borrowings. The required ratio currently is 5.0%.
Liquidity ratios averaged 10.40% and 10.17% for the six and three
months ended September 30, 1996. Harbor Federal adjusts its
liquidity levels in order to meet funding needs of deposit
outflows, payment of real estate taxes on mortgage loans,
repayment of borrowings and loan commitments. Harbor Federal
also adjusts liquidity as appropriate to meet its asset and
liability management objectives.
The Company's primary sources of funds are deposits,
amortization and prepayment of loans and mortgage-backed
securities, maturities of investment securities and other
investments and earnings and funds provided from operations and
borrowings. While scheduled principal repayments on loans and
mortgage-backed securities are a relatively predictable source of
funds, deposit flows and loan prepayments are greatly influenced
by general interest rates, economic conditions, and competition.
The Company manages the pricing of its deposits to maintain a
desired deposit balance. In addition, the Company invests in
short-term interest-earning assets, which provide liquidity to
meet lending requirements.
During the six months ended September 30, 1996, the
Company's cash and cash equivalents (cash and short-term
investments with maturities less than 90 days) decreased by $3.7
million.
The Company had $2,444,000 in outstanding loan commitments
at September 30, 1996. Harbor Federal expects to fund its loan
origination's through principal and interest payments on loans
and mortgage-backed securities, proceeds from investment and
other securities as maturities occur, and to the extent
necessary, borrowed funds. Management expects that funds
provided from these sources will be adequate to meet the
Company's needs.
11
<PAGE>
<PAGE>
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
Impact of New Accounting Standards
- ----------------------------------
Impairment of Long-Lived Assets. In March 1995, the FASB
issued SFAS No. 121 "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to Be Disposed Of." The statement
is effective for years beginning after December 15, 1995 and
requires, among other things, recognition of impairment of long-
lived assets, if any, based upon the difference between the
undiscounted expected future cash flows and the carrying value.
Further, the statement requires that long-lived assets to be
disposed of be reported at the lower of carrying amount or fair
value less costs to sell. The Company adopted the provisions of
SFAS No. 121 on April 1, 1996 and adoption did not have a
material effect on the Company's financial position or results of
operations.
Mortgage Servicing Rights. In May 1995, the FASB issued
Statements of Financial Accounting Standards No. 122, "Accounting
for Mortgage Servicing Rights" ("SFAS No. 122"). SFAS No. 122 is
effective for years beginning after December 15, 1995. Earlier
application is permitted. The Statement requires, among other
things, that the Company capitalize the estimated fair value of
servicing rights on loans originated for sale, and amortize such
amount over the estimated servicing life of the loan. The
Company adopted the provisions of SFAS No. 122 on April 1, 1996
and adoption did not have a material effect on the Company's
financial condition or results of operations.
Accounting for Stock-Based Compensation. In November 1995,
the FASB issued Statement of Financial Accounting Standards No.
123 "Accounting for Awards of Stock-Based Compensation to
Employees" ("SFAS No. 123"). SFAS No. 123 is effective for years
beginning after December 15, 1995. Earlier application is
permitted. The Statement defines a fair value based method of
accounting for an employee stock option or similar equity
instrument and encourages all entities to adopt that method of
accounting for all of their employee stock compensation plans.
However, it also allows an entity to continue to measure
compensation cost for those plans using the intrinsic value based
method of accounting prescribed by APB Opinion No. 25.
"Accounting for Stock Issued to Employees" ("Opinion 25"). Under
the fair value based method, compensation cost is measured at the
grant date based on the value of the award and is recognized over
the service period, which is usually the vesting period. Under
the intrinsic value based method, compensation cost is the
excess, if any, of the quoted market price of the stock at the
grant date or other measurement date over the amount an employee
must pay to acquire the stock. Most fixed stock option plans --
the most common type of stock compensation plan -- have no
intrinsic value at grant date, and under Opinion 25 no
compensation cost is recognized for them. Compensation cost is
recognized for other types of stock based compensation plans
under Opinion 25, including plans with variable, usually
performance-based, features. This Statement requires that an
employer's financial statements include certain disclosures about
stock-based employee compensation arrangements regardless of the
method used to account for them. The Company intends to continue
using the intrinsic value method and will provide the pro forma
disclosures about its stock-based employee compensation plans in
its 1997 financial statements, as required by SFAS No. 123.
12
<PAGE>
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
From time to time Harbor Federal is a party
to various legal proceedings incident to its
business. At September 30, 1996, there were
no legal proceedings to which the Company,
Harbor Federal or its subsidiary was a party,
or to which any of their property was
subject, which were expected by management to
result in a material loss.
Item 2. Changes in Securities
--------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security
Holders
--------------------------------------------
On July 17, 1996, the registrant held its
annual meeting of stockholders. At the
meeting, the following directors were elected
by the stockholders to serve for three year
terms:
<TABLE>
<CAPTION>
Votes
------------------------------------ Broker
For Withheld Abstentions Non-Votes
--- -------- ----------- ---------
<S> <C> <C> <C> <C>
J. Kemp Roche 1,490,683 11,975 --- ---
--------- ------ ----- -------
Gideon N. Stieff, Jr. 1,490,683 11,975 --- ---
--------- ------ ----- -------
</TABLE>
Item 5. Other Information
-----------------
None
13
<PAGE>
<PAGE>
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
PART II. OTHER INFORMATION - continued
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) List of Exhibits
* 3.1 Articles of Incorporation of Harbor
Federal Bancorp, Inc.
* 3.2 Bylaws of Harbor Federal Bancorp,
Inc.
* 4 Form of Common Stock Certificate of
Harbor Federal Bancorp, Inc.
** 10.1 Employment Agreements between Harbor
Federal Bancorp, Inc. and Harbor
Federal Savings Bank and Robert A.
Williams, as amended (see page 17)
** 10.2 Severance Agreements between Harbor
Federal Bancorp, Inc. and Harbor
Federal Savings Bank and Norbert J.
Luken, and Lawrence W. Williams (see
page 35)
** 10.3 Harbor Federal Savings Bank Non-
Employee Director Retirement Plan
(see page 65)
* 10.4 Harbor Federal Savings Bank Deferred
Compensation Plan
* 10.5 Harbor Federal Savings Bank Supple-
mental Executive Retirement
Agreement
* 10.6 Harbor Federal Bancorp, Inc.
Employee
Stock Ownership Plan, as amended
* 10.7 Harbor Federal Bancorp, Inc.
Incentive Compensation Plan, as
amended
27 Financial Data Schedule
* Incorporated by reference to Registration Statement on Form
S-1, No. 33-75624.
** Incorporated by reference to Quarterly Report on Form 10-QSB
for Quarter Period ended June 30, 1994.
(b) Form 8-K
None
14
<PAGE>
<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.
Date: November 8, 1996 By /s/ Robert A. Williams
-----------------------------
Robert A. Williams
President
(Duly Authorized Representative)
Date: November 8, 1996 By /s/ Norbert J. Luken
-----------------------------
Norbert J. Luken
President
(Principal Financial Officer)
15
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