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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For fiscal year ended December 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
--------------- ---------------
Commission file number 0-23550
Fentura Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Michigan 38-2806518
- --------------------------------------------------------------------------------
(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
Indicate by check mark whether the registrant (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
--- ----
Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K. [X]
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 $74,036,918 as of March 18, 1999.
State the number of shares outstanding of each of issuer's classes of
common equity, as of the latest practicable date. 1,410,227 shares of Common
Stock as of March 18, 1999.
The Index to the Exhibits can be found on pages 9 and 10.
Page 1 of 14 pages
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Fentura Bancorp, Inc. Proxy Statement for its annual
meeting of shareholders held April 28, 1999 are incorporated by reference into
Part I through III.
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Fentura Bancorp, Inc.
1998 Annual Report on Form 10-K
Table Of Contents
Page
----
PART I
Item 1. Description of Business 4
Item 2. Description of Property 6
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 7
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 7a. Quantitative and Qualitative Disclosures About Market Risk 7
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8
PART III
Item 10. Directors, Executive Officers, Promoters, and Control
Persons Compliance with Section 16(a) of the
Exchange Act 8
Item 11. Executive Compensation 8
Item 12. Security Ownership of Certain Beneficial Owners and
Management 8
Item 13. Certain Relationships and Related Transactions 8
Item 14. Exhibits and Reports on Form 8-K 8
EXHIBIT INDEX 10-11
SIGNATURES 12
3
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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, 1998, the
Company had assets of $275 million, deposits of $241 million, and shareholders'
equity of $30 million. Trust assets under management totaled $65 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 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 original 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. For over 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 is headquartered in the City of Fenton, Michigan, and considers its primary
service area to be portions of Genesee, Oakland, and Livingston counties in
Michigan. As of December 31, 1998, 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.
As of December 31, 1998, TSB employed 116 full time personnel, including
25 officers, and an additional 33 part time employees. TSB considers its
employee relations to be excellent.
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The Competition
The financial services industry is highly competitive. The Bank competes
with other commercial banks, many of which are subsidiaries of bank holding
companies, for loans, deposits, trust accounts, and other business on the basis
of interest rates, fees, convenience and quality of service. The Bank also
competes with a variety of other financial services organizations including
savings and loan associations, finance companies, mortgage banking companies,
brokerage firms, credit unions and other financial organizations.
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.
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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 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.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), signed into law on December 19, 1991, imposed on banks relatively
detailed standards and mandated the development of additional regulations
governing nearly every aspect of the operations and management of banks, in
addition to many aspects of bank holding companies. Some of the major provisions
contained in FDICIA includes recapitalization of the Bank Insurance Fund
("BIF"), a risk-based insurance premium assessment system, a capital-based
supervision system that links supervisory intervention to the deterioration of a
bank's capital level, new auditing and accounting and examination requirements,
and mandated standards for bank lending and operations.
FDICIA provides the FDIC with the authority to impose assessments on
insured BIF member depository institutions to maintain the fund at the
designated reserve ratio defined in FDICIA. In response to the BIF attaining the
designated reserve ratio in 1995 , FDIC assessments were effectively eliminated
in 1996 for banks meeting the requirements of supervisory risk subgroup 1.A.
"well capitalized". The Bank has sufficient capital to maintain this designation
(the FDIC's highest rating. In 1998, banks maintaining the "well capitalized"
designation had no FDIC insurance premium requirements except for an
insignificant special assessment calculated per 100 dollars of deposits. This
special assessment resulted from the September 30, 1996 passage of Deposit
Insurance Funds Act of 1996 by Congress and applies to all commercial banks
regardless of risk subgroup classification. Further regulatory changes could
impact the amount and type of assessment paid by the Bank.
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.
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ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company and its subsidiary are parties to various
legal proceedings incident to their business. At December 31, 1998, there were
no legal proceedings which management anticipates would have a material adverse
effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No items were submitted during the fourth quarter of the year covered by
this report for inclusion to be voted on by 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 17" on page 43 of the
Financial Statements portion of the Corporation's 1999 Notice of Annual
Shareholders Meeting and Proxy Statement, and is incorporated herein by
reference.
The holders of record information required by this item appears under the
caption "Proxy Statement - Voting Information" on page 1 of the Corporation's
1999 Notice of Annual Shareholders Meeting and Proxy Statement, and is
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item appears under the title "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS",
appearing in Table 1 on page 26 of the Financial Statements portion of the
Corporation's 1999 Notice of Annual Shareholders Meeting and Proxy Statement,
and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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 26 through 43 of the Financial Statements portion of the
Corporation's 1999 Notice of Annual Shareholders Meeting and Proxy Statement,
and is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item appears under the headings "Liquidity
and Interest Rate Risk Management" on pages 38 and 39 and "Quantitative and
Qualitative Disclosure About Market Risk" on pages 40 and 41 under the title
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" of the Financial Statements portion of the Corporation's 1999 Notice
of Annual Shareholders Meeting and Proxy Statement, and is incorporated herein
by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the Corporation and Report of
Grant Thornton LLP, Independent Auditors appear on pages 1 through 25 of the
Financial Statements portion of the
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Corporation's 1999 Notice of Annual Shareholders Meeting and Proxy Statement,
and are incorporated herein by reference.
ITEM 9. 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 10. 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-K appears under the captions "Election of Directors", "Board Meetings and
Committees of the Board", and "Executive Officers" on pages 6 and 7, 8 and 9,
and 12 and respectively, of the Corporation's 1999 Notice of Annual Shareholders
Meeting and Proxy Statement, and is incorporated herein by reference.
The information required by this item with regard to Item 405 of Regulation
S-K appears under the captions "Stock Ownership of Directors, Executive
Officers, and Certain Major Shareholders" and "Compliance with Section 16
Reporting" on page 14 of the Corporation's 1999 Notice of Annual Shareholders
Meeting and Proxy Statement, and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item appears under the captions "Executive
Compensation", "Directors' Compensation", and "Retirement and Change in Control
Agreements" on pages 15 through 19 of the Corporation's 1999 Notice of Annual
Shareholders Meeting and Proxy Statement, and is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this item appears under the caption "Stock
Ownership of Directors, Executive Officers and Certain Major Shareholders" on
page 14 of the Corporation's 1999 Notice of Annual Shareholders Meeting and
Proxy Statement, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item appear under the caption "Other
Information" on page 19 of the Corporation's 1999 Notice of Annual Shareholders
Meeting and Proxy Statement, and is incorporated herein by reference.
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
(a) 1. Financial Statements:
The following consolidated financial statements of the Corporation
and Report of Grant Thornton LLP, Independent Auditors are
incorporated by reference under Item 8 "Financial Statements and
Supplementary Data" of this document:
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Stockholders' Equity
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Consolidated Statements of Cash Flows
Notes to the Consolidated Financial statements
Report of Grant Thornton LLP, Independent Auditors
2. Financial Statement Schedules
All schedules are omitted -- see Item 14(d) below.
3. Exhibits:
The exhibits listed on the "Exhibit Index" on pages 10 through 11 of
this report are filed herewith and are incorporated herein by
reference.
(b) Report on Form 8-K
No reports on Form 8-K were filed for the quarter ended
December 31, 1998.
(c) Exhibits:
The "Exhibit Index" is filed herewith on pages 10 through 11 of this
report and is incorporated herein by reference.
(d) Financial Statement Schedules:
All financial statement schedules normally required by Article 9 of
Regulation S-X are omitted since they are either not applicable or
the required information is shown in the consolidated financial
statements or notes thereto.
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FENTURA BANCORP, INC.
1998 Annual Report on Form 10-K
EXHIBIT INDEX
Exhibit
No. Exhibit Location
- ------- ------------------------------------------------------ --------
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
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10.18 Executive Stock Bonus Plan *****
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
****** Incorportated by reference to form 10K-SB filed March 20, 1997
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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.
- ---------------------
(Registrant)
By /s/Donald L. Grill Date: March 18, 1999
-------------------- --------------
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. Chairman of the Board March 18, 1999
- ---------------------------- and Director
Russell H. VanGilder, Jr.
/s/Forrest A. Shook Vice Chairman of the Board March 18, 1999
- ---------------------------- Director
Forrest A. Shook
/s/Richard A. Bagnall Director March 18, 1999
- ----------------------------
Richard A. Bagnall
/s/Jon S. Gerych Director March 18, 1999
- ----------------------------
Jon S. Gerych
/s/Philip J. Lasco Director March 18, 1999
- ----------------------------
Philip J. Lasco
/s/Thomas P. McKenney Director March 18, 1999
- ----------------------------
Thomas P. McKenney
/s/Brian P. Petty Director March 18, 1999
- ----------------------------
Brian P. Petty
/s/Glen J. Pieczynski Director March 18, 1999
- ----------------------------
Glen J. Pieczynski
/s/Ronald L. Justice S.V.P. & Chief Financial Officer March 18, 1999
- ---------------------------- (Also Principal Accounting Officer)
Ronald L. Justice
12
<PAGE> 1
EXHIBIT 22.1
SUBSIDIARIES OF THE REGISTRANT
The State Bank
Community Bank Services, Inc.
13
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<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 11,858
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 6,300
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 66,579
<INVESTMENTS-CARRYING> 11,377
<INVESTMENTS-MARKET> 11,695
<LOANS> 172,413
<ALLOWANCE> 2,783
<TOTAL-ASSETS> 275,047
<DEPOSITS> 241,105
<SHORT-TERM> 41
<LIABILITIES-OTHER> 2,704
<LONG-TERM> 1,175
0
0
<COMMON> 3,521
<OTHER-SE> 26,501
<TOTAL-LIABILITIES-AND-EQUITY> 275,047
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<LOAN-LOSSES> 724
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<EXPENSE-OTHER> 10,548
<INCOME-PRETAX> 5,548
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<EXTRAORDINARY> 0
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<NET-INCOME> 3,820
<EPS-PRIMARY> 2.73
<EPS-DILUTED> 2.73
<YIELD-ACTUAL> 5.17
<LOANS-NON> 1,102
<LOANS-PAST> 168
<LOANS-TROUBLED> 7
<LOANS-PROBLEM> 795
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<CHARGE-OFFS> 1,068
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