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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For fiscal year ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission file number 0-23550
Fentura Bancorp, Inc.
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(Exact name of small business issuer as specified in its charter)
Michigan 38-2806518
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
One Fenton Sq, PO Box 725, Fenton, Michigan 48430-0725
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (810) 629-2263
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 90 days.
X Yes No
- ---- ----
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State Issuer's revenues for its most recent fiscal year. $25,073,000.
Aggregate market value of the voting stock held by non-affiliates of the
registrant computed by reference to the average bid and asked prices of such
stock was approximately $37,297,894 as of March 18, 1998.
State the number of shares outstanding of each of issuer's classes of common
equity, as of the latest practicable date. 696,341 shares of Common Stock ($5
par value) as of March 18, 1998.
The Index to the Exhibits can be found on pages 9 and 10.
Page 1 of pages
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Fentura Bancorp, Inc. Proxy Statement for its annual meeting
of shareholders held March 18, 1998 are incorporated by reference into Part I
through III.
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Fentura Bancorp, Inc.
1997 Annual Report on Form 10-KSB
Table Of Contents
Page
----
PART I
Item 1. Description of Business 4
Item 2. Description of Property 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 6
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 6
Item 6. Management's Discussion and Analysis or Plan of Operation 7
Item 7. Financial Statements 7
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 7
PART III
Item 9. Directors, Executive Officers, Promoters, and Control Persons
Compliance with Section 16(a) of the Exchange Act 7
Item 10. Executive Compensation 7
Item 11. Security Ownership of Certain Beneficial Owners and Management 7
Item 12. Certain Relationships and Related Transactions 8
Item 13. Exhibits and Reports on Form 8-K 8
SIGNATURES 9
EXHIBIT INDEX 10-11
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
The Company
Fentura Bancorp, Inc. (the "Company" or "Fentura") is a one-bank holding
company headquartered in Fenton, Michigan. The Company's subsidiary bank
operates nine community banking offices offering a full range of banking
services principally to individuals, small business, and government entities
throughout mid-Michigan. At the close of business on December 31, 1997, the
Company had assets of $263 million, deposits of $231 million, and shareholders'
equity of $27 million. Trust assets under management totaled $57.6 million.
Fentura was incorporated in 1987 to serve as the holding company of its
sole subsidiary bank, The State Bank ("TSB" or the "Bank"). TSB traces its
origins to its original predecessor, The Commercial Savings Bank of Fenton,
which was incorporated in 1898.
See "The Bank".
The Company is a bank holding company registered with the Board of
Governors of the Federal Reserve System under the Bank Holding Company Act. The
Company has corporate power to engage in such activities as permitted to
business corporations under the Michigan Business Corporation Act, subject to
the limitations of the Bank Holding Company Act and regulations of the Board of
Governors of the Federal Reserve System. In general, the Bank Holding Company
Act and regulations restrict the Company with respect to its own activities that
are closely related to the business of banking. See "Supervision and
Regulation."
The Company's principal executive offices are located at One Fenton Square,
Fenton, Michigan 48430-0725, and its telephone number is (810) 629-2263.
The Bank
TSB's ultimate predecessor was incorporated as a state banking corporation
under the laws of Michigan on September 16, 1898 under the name "The Commercial
Savings Bank of Fenton." In 1931, it changed its name to State Savings Bank of
Fenton, and in 1988 became The State Bank via a merger with a corporation formed
for that purpose. For nearly 100 years TSB has been engaged in the general
banking business in the Fenton, Michigan area. Its depositors are insured by the
Federal Deposit Insurance Corporation (the "FDIC"), but it is not a member of
the Federal Reserve System. As a state bank, it is subject to federal and state
laws applicable to banks and to regulation and supervision by the FDIC and the
Commissioner of the Financial Institutions Bureau of Michigan. See "Supervision
and Regulation."
TSB is a community-oriented provider of financial services engaged in the
business of general commercial banking. Its activities include investing in
state and federal securities, accepting demand deposits, savings and other time
deposits, extending retail commercial , consumer and real estate loans to
individuals, partnerships and corporations, providing safe deposit boxes and
credit card services, transmitting funds and providing other services generally
associated with full service commercial banking. Lending is focused on
individuals and small businesses in the local market regions of TSB. In
addition, TSB operates a trust department offering a full range of fiduciary
services. TSB competes with a large number of commercial banks and other
financial institutions throughout southeastern Michigan, some of which have
significantly greater total resources than the Bank.
TSB is headquartered in the City of Fenton, Michigan, and considers its
primary service area to be the County of Genesee, Michigan. As of December 31,
1997, TSB operated four offices in the City of Fenton, Michigan, one office in
the City of Linden, Michigan, two offices in the City of Davison, Michigan, one
office in the Village of Holly, Michigan, and one office in the City of
Clarkston, Michigan. Its main office is located downtown Fenton.
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As of December 31, 1997, TSB employed 113 full time personnel, including 24
officers, and an additional 32 part time employees. TSB considers its employee
relations to be excellent.
Supervision and Regulation
The following discussion briefly summarizes certain statutes and
regulations that affect or may affect the Company and the Bank, and the conduct
of their respective businesses. The discussion is qualified in its entirety by
reference to such statutes and regulations.
The Company
The Company is a bank holding company within the meaning of the Bank
Holding Company Act, and registered as such with the Board of Governors of the
Federal Reserve System (the "Board of Governors"). The Company is required by
that Act to file annual reports of its operations and such additional
information as the Board of Governors may require and is subject, along with its
subsidiaries, to examination by the Board of Governors.
The Bank Holding Company Act requires every bank holding company to obtain
prior approval of the Board of Governors before it may merge with or consolidate
into another bank holding company, acquire substantially all the assets of any
bank, or acquire ownership or control of any voting shares of any bank if after
such acquisition it would own or control, directly or indirectly, more than 5%
of the voting shares of such bank holding company or bank. The Board of
Governors may not approve the acquisition by the Company of voting shares or
substantially all the assets of any bank located in any state other than
Michigan unless the laws of such other state specifically authorize such an
acquisition.
The Bank Holding Company Act also prohibits a bank holding company, with
certain exceptions, from acquiring direct or indirect ownership or control of
more than 5% of the voting shares of any company that is not a bank and from
engaging in any business other than that of banking, managing and controlling
banks or furnishing services to banks and their subsidiaries. However, bank
holding companies may engage in, and may own shares of companies engaged in,
certain businesses found by the Board of Governors to be so closely related to
banking or the management or control of banks as to be a proper incident
thereto. Under current regulations of the Board of Governors, a bank holding
company and its non-bank subsidiaries are permitted, among other activities, to
engage, subject to certain specified limitations, in such banking related
business ventures as sales and consumer finance, equipment leasing, computer
service bureau and software operations, data processing and services
transmission, discount securities brokerage, mortgage banking and brokerage,
sale and leaseback and other forms of real estate banking. The Bank Holding
Company Act does not place territorial restrictions on the activities of
non-bank subsidiaries of the bank holding companies.
In addition, federal legislation prohibits acquisition of "control" of a
bank or bank holding company without prior notice to certain federal bank
regulators. "Control" in certain cases may include the acquisition of as little
as 10% of the outstanding shares of capital stock.
Substantially all of the Company's cash revenues are derived from dividends
paid by the Bank. Michigan's banking laws restrict the payment of cash dividends
by a state bank by providing (subject to certain exceptions) that dividends may
be paid only out of net profits then on hand after deducting therefrom its
losses and bad debts, and no dividends may be paid unless the bank will have a
surplus amounting to not less than twenty percent (20%) of its capital after the
payment of the dividend.
The Bank
The Bank is a state banking corporation organized under the laws of the
State of Michigan. Consequently, it is subject to regulation and supervision by
the Commissioner of the Financial
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Institutions Bureau of the State of Michigan (the "Commissioner"). The Bank,
because its depositors are, and will be, insured by the FDIC, is also subject to
regulation and supervision by the FDIC. Representatives of both the Commissioner
and the FDIC conduct regular periodic examinations of all Michigan state banks.
Membership in the Federal Reserve System is optional for state banks; the Bank
is not a member of the Federal Reserve System.
Examinations by the various regulatory authorities are designed for the
protection of the bank depositors and not for bank or bank holding company
shareholders. The federal and state laws and regulations of general application
to banks regulate, among other things, the scope of their business, their
investments, their reserves against deposits, the nature and amount of and
collateral for loans, and the maximum interest rates payable on deposits, and
include restrictions on the number of banking offices and activities that may be
performed at such offices.
Transactions between the Bank and the Company are subject to various
restrictions imposed by state and federal regulatory agencies. Such transactions
include loans and other extensions of credit, purchase of securities, and
payments of fees and other distributions. In addition, applicable laws place
restrictions on the amount and nature of loans to executive officers, directors
and controlling persons of FDIC member banks and of bank holding companies that
control such banks.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's main banking branch and its executive offices are located at
One Fenton Square, Fenton, Michigan. The Company also has the following branches
in Fenton: a North Fenton Branch at 1231 North Leroy Street; and an Owen Road
branch at 3202 Owen Road (this branch also contains TSB's data processing
center, accounting department, and distributions department), and a branch at
18005 Silver Parkway. The Bank's other branches are located in Linden, Michigan,
at 107 Main Street; Holly, Michigan, at 4043 Grange Hall Road; Davison,
Michigan, at 8477 Davison Road and 8503 Davison Rd; and Clarkston, Michigan, at
6555 Sashabaw Road. The Bank owns all of its properties with the exception of
the Holly, Davison, Clarkston, and the 18005 Silver Parkway facilities, which
are leased from third parties.
All properties have maintenance contracts and are maintained in good
condition.
ITEM 3. LEGAL PROCEEDINGS
As of December 31, 1997, the Corporation was not party to any litigation
required to be described in this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of 1997 to a vote of
security holders through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The market and dividend information required by this item appears under the
captions "Fentura Bancorp, Inc. Common Stock" and "Table 8" on page 43 of the
Corporation's 1998 Notice of Annual Meeting and Proxy Statement, and is
incorporated herein by reference.
The holders of record information required by this item appears under the
caption "Shareholders Entitled to Vote" on page 3 of the Corporation's 1998
Notice of Annual Meeting and Proxy Statement, and is incorporated herein by
reference.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The information required by this item appears under the title "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS",
appearing on pages 33 through 43 of the Corporation's 1998 Notice of Annual
Meeting and Proxy Statement, and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS
The consolidated financial statements of the Corporation and Report of
Grant Thornton LLP, Independent Auditors appear on pages 10 through 32 of the
Corporation's 1998 Notice of Annual Meeting and Proxy Statement, and are
incorporated herein by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
During the years ended December 31, 1997 and 1996, the Corporation had no
changes or disagreements with accountants on accounting and financial disclosure
required to be described in this item.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The information required by this item with regard to Item 401 of Regulation
S-B appears under the captions "Information Concerning Nominees and Incumbent
Directors", "Meetings and Committees of the Board of Directors of the
Corporation", and "Executive Officers" on pages 4, 5, and 7 respectively, of
the Corporation's 1998 Notice of Annual Meeting of Shareholders and Proxy
Statement, and is incorporated herein by reference.
The information required by this item with regard to Item 405 of Regulation
S-B appears under the captions "Security Ownership of Certain Beneficial Owners
and Management" and "Compliance with Section 16(a) of the Securities Exchange
Act of 1934" on pages 4 and 9, respectively, of the Corporation's 1998 Notice of
Annual Meeting of Shareholders and Proxy Statement, and is incorporated herein
by reference.
ITEM 10. EXECUTIVE COMPENSATION
The information required by this item appears under the captions "Executive
Compensation", "Directors' Fees", and "Employment Contracts and Termination of
Employment and Change-In-Control Arrangements" on page 8 of the Corporation's
1998 Notice of Annual Meeting of Shareholders and Proxy Statement, and is
incorporated herein by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this item appears under the caption "Security
Ownership of Certain Beneficial Owners and Management" on pages 5 and 6 of the
Corporation's 1998 Notice of Annual Meeting of Shareholders and Proxy Statement,
and is incorporated herein by reference.
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item appear under the caption
"Transactions with Certain Interested Parties" on page 9 of the Corporation's
1998 Notice of Annual Meeting and Proxy Statement, and is incorporated herein by
reference.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Report on Form 8-K
No reports on Form 8-K were filed for the quarter ended December 31, 1997.
(b) Exhibits:
The "Exhibit Index" is filed herewith on pages 10 through 11 of this
report and is incorporated herein by reference.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Fentura Bancorp, Inc.
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(Registrant)
By /s/ Donald L. Grill Date: March 18, 1998
---------------------------
Donald L. Grill
On behalf of the registrant
and as President & CEO,
and Director
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Capacity Date
- --------------------------- -------------------------- --------------
/s/ Russell H. VanGilder, Jr. Vice Chairman of the Board March 18, 1998
- ----------------------------- and Director
Russell H. VanGilder, Jr.
/s/ Forrest A. Shook Vice Chairman of the Board March 18, 1998
- ----------------------------- Director
Forrest A. Shook
/s/ Richard A. Bagnall Executive Vice President March 18, 1998
- ----------------------------- & Director
Richard A. Bagnall
/s/ Jon S. Gerych Director March 18, 1998
- -----------------------------
Jon S. Gerych
/s/ Philip J. Lasco Director March 18, 1998
- -----------------------------
Philip J. Lasco
/s/ Thomas P. McKenney Director March 18, 1998
- -----------------------------
Thomas P. McKenney
/s/ Brian P. Petty Director March 18, 1998
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Brian P. Petty
/s/ Glen J. Pieczynski Director March 18, 1998
- -----------------------------
Glen J. Pieczynski
/s/ Ronald L. Justice V.P. & Chief Financial Officer March 18, 1998
- ----------------------------- (Also Principal Accounting
Ronald L. Justice Officer)
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FENTURA BANCORP, INC.
1997 Annual Report on Form 10-K
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Exhibit Location
------- -------------------------------------------------- --------
<S> <C> <C>
3(I) Articles of Incorporation of Fentura Bancorp, Inc. *
3(ii) Bylaws of Fentura Bancorp, Inc. *
4.1 Dividend Reinvestment Plan *****
10.1 Equipment Sale Agreement between The State Bank and ITI, Inc. dated
May 31, 1989 *
10.2 Master Equipment Lease Agreement between The State Bank and Unisys
Finance Corporation dated September 6, 1989 *
10.3 Software License Agreement between The State Bank and ITI, Inc.
dated July 3, 1989 *
10.4 Lease of Site for Automated Teller Machines between The State Bank
and Bryce Felch dated November 6, 1986 *
10.5 Lease of Site for Automated Teller Machines between The State Bank
and VG's Food Center, Inc. dated January 1, 1992 *
10.6 Lease of Holly Branch Bank Site between The State Bank and Inter
Lakes Associates dated March 26, 1991 *
10.7 Lease of Davison Branch Bank Site between The State Bank and VG's
Food Center, Inc. dated April 27, 1993 *
10.8 Lease of Clarkston Branch Site between The State Bank and Waldon
Properties, Inc. dated January 24, 1994 ***
10.9 Lease of Site for Automated Teller Machines between The State Bank
and Russell and Joy Manser dated December 1, 1994 ***
10.10 Lease of Fenton Silver Parkway Branch site between The State Bank
and VG's Food Centers dated March 26, 1996 ****
10.11 Lease of Davison (second) Branch site between The State Bank and
VG'S Food Centers dated November 12, 1996 ******
10.12 Directors Stock Purchase Plan *****
10.13 Non-Employee Director Stock Option Plan *****
10.14 Form of Non-Employee Director Stock Option Agreement *****
10.15 Retainer Stock Plan for Directors *****
10.16 Employee Stock Option Plan *****
10.17 Form of Employee Stock Option Plan Agreement *****
10.18 Executive Stock Bonus Plan *****
</TABLE>
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<TABLE>
<S> <C> <C>
10.19 Stock Purchase Plan between The State Bank and Donald E. Johnson,
Jr., Mary Alice J. Heaton, and Linda J. LeMieux dated November 27,
1996 ******
22.1 Subsidiaries of the Registrant *
27.0 Financial Data Schedule
* Incorporated by reference to form 10-SB registration number 0-23550
** Incorporated by reference to form 8-K filed July 8, 1994
*** Incorporated by reference to form 10K-SB filed March 20, 1995
**** Incorporated by reference to form 10Q-SB filed May 2, 1996
***** Incorporated by reference to form 10K-SB filed March 27, 1996
****** Incorporated by reference to form 10K-SB filed March 20, 1997
</TABLE>
11
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 11,047
<INT-BEARING-DEPOSITS> 95
<FED-FUNDS-SOLD> 5,400
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 46,460
<INVESTMENTS-CARRYING> 9,590
<INVESTMENTS-MARKET> 9,699
<LOANS> 180,673
<ALLOWANCE> 2,955
<TOTAL-ASSETS> 262,798
<DEPOSITS> 230,534
<SHORT-TERM> 1,500
<LIABILITIES-OTHER> 2,837
<LONG-TERM> 1,185
0
0
<COMMON> 3,462
<OTHER-SE> 23,280
<TOTAL-LIABILITIES-AND-EQUITY> 262,798
<INTEREST-LOAN> 18,036
<INTEREST-INVEST> 3,276
<INTEREST-OTHER> 289
<INTEREST-TOTAL> 21,601
<INTEREST-DEPOSIT> 8,994
<INTEREST-EXPENSE> 9,167
<INTEREST-INCOME-NET> 12,434
<LOAN-LOSSES> 624
<SECURITIES-GAINS> (12)
<EXPENSE-OTHER> 10,230
<INCOME-PRETAX> 5,040
<INCOME-PRE-EXTRAORDINARY> 5,040
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,460
<EPS-PRIMARY> 5.06
<EPS-DILUTED> 5.06
<YIELD-ACTUAL> 5.26
<LOANS-NON> 1,866
<LOANS-PAST> 618
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,836
<CHARGE-OFFS> 569
<RECOVERIES> 64
<ALLOWANCE-CLOSE> 2,955
<ALLOWANCE-DOMESTIC> 2,955
<ALLOWANCE-FOREIGN> 0
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