SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended September 30, 1996
Commission File Number 0-27200
EVERGREEN BANCSHARES, INC.
A Florida corporation
(IRS Employer Identification No. 63-1025500)
1706 West Tennessee Street
Tallahassee, Florida 32304
(904) 222-4600
Securities Registered Pursuant to Section 12(b)
of the Securities Exchange Act of 1934: None
Securities Registered Pursuant to Section 12(g)
of the Securities Exchange Act of 1934: Common Stock, $1.00 par
value
Check whether the Issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past twelve 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.
Yes X No
The number of shares outstanding of the Registrant's Common Stock
as of September 30, 1996: 1,000,292 shares of $1.00 par value
Common Stock.
Transitional Small Business Disclosure Format
Yes No X
PART I
Item 1. Financial Statements.
The required financial statements follow. An explanation of
the computation of per share earnings on both a primary and fully
diluted basis can clearly be determined from page 8.
Condensed Consolidated Balance Sheet as of September 30, 1996
and December 31, 1995 3
Condensed Consolidated Statement of Income for the Nine Months
Ended September 30, 1996 and September 30, 1995 4
Consolidated Statement of Cash Flows for the Nine Months
Ended September 30, 1996 and September 30, 1995 5
Notes to Condensed Consolidated Financial Statements 6
<TABLE>
EVERGREEN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<CAPTION>
SEPTEMBER 30 DECEMBER 31
1996 1995
ASSETS
CASH & CASH EQUIVALENTS:
<S> <C> <C>
Cash & due from banks $3,350,579 $6,909,701
Fed funds sold 2,250,000 5,410,000
Total cash & cash equivalents 5,600,579 12,319,701
INVESTMENT SECURITIES:
Available for sale, at market value 23,102,411 36,877,731
Held to maturity (market value of $9,148,687 9,308,519 7,807,136
and $7,807,136 at 9/30/96 and 12/31/95)
LOANS, Net (Allowance for Loan Loss $407,292 54,467,828 61,444,193
and $506,635 at 9/30/96 and 12/31/95)
BANK PREMISES & EQUIPMENT, Net 2,819,666 2,700,572
ACCRUED INTEREST RECEIVABLE 469,754 638,902
INTANGIBLE CORE DEP PREM, Net 1,352,606 1,567,464
ORGANIZATION COST, Net 118,398 146,732
DEFERRED INCOME TAXES 222,022 116,959
OTHER ASSETS 581,397 782,015
TOTAL ASSETS $98,043,180 $124,401,405
LIABILITIES
DEPOSITS
Non-interest bearing $9,263,260 $9,050,682
Interest bearing 83,029,969 108,141,681
Total deposits 92,293,229 117,192,363
ACCRUED INTEREST PAYABLE 276,121 527,923
ACCRUED EXPENSES 161,321 121,887
TOTAL LIABILITIES 92,730,671 117,842,173
SHAREHOLDERS' EQUITY
COMMON STOCK (par $1; 1,250,000 auth.; 1,000,294 947,294
1,000,294 and 947,294 issued and outstanding
at 9/30/96 and 12/31/95)
ADDITIONAL PAID-IN CAPITAL 9,241,611 8,529,089
RETAINED (EARNINGS) DEFICIT (4,688,411) (2,721,741)
UNREALIZED LOSSES ON INVESTMENT SECURITIES (240,985) (195,680)
TOTAL SHAREHOLDERS' EQUITY 5,312,509 6,559,232
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $98,043,180 $124,401,405
See Notes to Consolidated Financial Statements
</TABLE>
<TABLE>
EVERGREEN BANCSHARES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
1996 1995 1996 1995
Interest Income
<S> <C> <C> <C> <C>
Loans, including fees $1,451,375 $1,431,353 $4,085,606 $4,165,521
Investment securities:
Taxable 417,066 682,839 1,255,015 2,082,774
Non-taxable 102,538 307,396
Federal Funds Sold 30,673 30,855 413,684 83,368
Other 12,305 27,203 35,875 72,632
Total interest income 1,911,419 2,274,788 5,790,180 6,711,691
Interest Expense
Deposits 1,074,105 1,391,682 3,587,030 3,887,147
Federal funds purchased 1,452 1,364 1,452 17,397
Other borrowed funds 88,186 465,259
Participations sold 77,226 77,226
Total interest expense 1,152,783 1,481,232 3,665,708 4,369,803
Net interest income before
provision for loan loss 758,636 793,556 2,124,472 2,341,888
Provision for loan loss 581,000 650,000 631,000 650,000
Net interest income after
provision for loan loss 177,636 143,556 1,493,472 1,691,888
Other Income
Service charges on deposits 119,616 41,337 337,357 157,269
Commissions and fees on deposits 63,361 81,633 191,083 264,607
(Loss) gain on sale of investment
securities (1,047) (46,665) (1,047) (46,665)
(Loss) on sale of assets (104) (104)
Total other income 181,930 76,201 527,393 375,107
Other Expense
Salaries & employee benefits 487,044 423,028 1,495,861 1,302,890
Occupancy expense 224,560 194,477 640,169 562,565
Data processing 100,978 131,987 309,692 164,257
Professional services 182,693 114,592 229,396 165,915
Amortization of core deposit
premiums 71,619 81,307 214,858 243,921
Insurance 101,420 54,713 247,207 168,795
Stationery & supplies 17,334 46,553 67,151 120,243
Furniture & equipment expense 27,483 37,492 112,648 113,207
Postage & freight 17,334 20,446 48,165 61,197
Other operating expenses 340,640 260,606 622,658 616,148
Total other expenses 1,571,105 1,365,201 3,987,805 3,519,138
INCOME(LOSS) BEFORE TAXES (1,211,539) (1,145,444) (1,966,940) (1,452,143)
INCOME TAX PROVISION (BENEFIT) (16,601) (77,590)
NET INCOME (LOSS) $(1,211,539) $(1,128,843) $(1,966,940) $(1,374,553)
EARNINGS PER SHARE $(1.26) $(1.26) $(2.06) $(1.53)
Net income (loss) per
common share $(1.26) $(1.26) $(2.06) $(1.53)
WEIGHTED AVERAGE COMMON SHARES 964,960 895,214 953,183 901,241
AND COMMON STOCK EQUIVALENTS
OUTSTANDING
See Notes to Consolidated Financial Statements
</TABLE>
<TABLE>
EVERGREEN BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
September 30
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $(1,966,940) $(1,374,553)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 273,326 346,730
Provision for loan and lease losses 631,000
Deferred income taxes (77,590)
(Gain) loss on sale of securities 1,047 46,665
(Gain) loss on sale of loans (10,425)
(Increase) decrease in accrued interest receivable 169,148 81,572
(Increase) decrease in other assets 700,386 (1,081,289)
(Increase) decrease in organizational costs (6,997) (14,250)
Increase (decrease) in accrued interest payable (251,802) (66,011)
Increase in accrued expenses and other liabilities 0
Decrease in accrued expenses and other liabilities 39,434 (116,467)
Net cash provided by (used in) operating activities (421,823) (2,255,193)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan Originations and principal payments 1,511,300 (4,424,606)
Principal collected on securities held to maturity 1,470,590 731,207
Principal collected on securities available for sale 475,196 2,482,119
Purchases of:
Securities held to maturity (1,994,342)
Securities available for sale (13,964,786) (21,259)
Premises and equipment (290,790) (624,447)
Proceeds from sales of:
Loans receivable 4,280,993
Securities available for sale 1,649,863 5,019,739
Federal Home Loan Bank Stock 0
Premises and equipment 118,289
Proceeds from maturities of:
Securities available for sale 24,580,000
Federal funds sold (1,500,000)
Net cash provided by investing activities 17,836,313 1,662,753
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (Decrease) in Non-Interest Bearing Deposits 212,578
Increase (Decrease) in Interest Bearing Deposits (25,111,712) 15,375,377
Net increase (Decrease) in Other Borrowed Funds 0 (14,423,000)
Dividends paid 0 (44,726)
Common stock issued 765,522 912,900
Net cash provided by (used in) financing
activities (24,133,612) 1,820,551
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (6,719,122) 1,228,111
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 12,319,701 5,043,118
CASH AND CASH EQUIVALENTS, END OF YEAR $5,600,579 $6,271,229
See Notes to Consolidated Financial Statements
</TABLE>
EVERGREEN BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with
the instructions to Form 10-QSB. Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the nine month period
ended September 30, 1996 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1996.
For further information, refer to the consolidated financial
statements and footnotes thereto included in Evergreen Bancshares,
Inc. and Subsidiary annual report on Form 10-KSB for the year ended
December 31, 1995.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General - Evergreen Bancshares, Inc., (the "Company") was
incorporated on March 12, 1990 as a bank holding company under the
Bank Holding Company Act of 1956, as amended. The Company's
principal asset is the investment in its wholly-owned subsidiary,
Guaranty National Bank of Tallahassee (the "Bank"). The Bank was
incorporated on April 16, 1986 and opened for business on November
17, 1986, as a nationally chartered bank. The Company acquired the
Bank on July 19, 1990 in a stock for stock exchange.
The accounting and reporting policies of Evergreen Bancshares, Inc.
and its wholly-owned subsidiary (collectively, the "Company")
conform to generally accepted accounting principles and to general
practices within the banking industry. The following summarizes
the more significant of the Company's accounting and reporting
policies and practices:
Consolidation - The consolidated financial statements include
Evergreen Bancshares, Inc. and the Bank. All significant
intercompany balances and transactions have been eliminated.
Cash and Cash Equivalents - Cash and cash equivalents include cash
on hand, amounts due from banks, Federal funds sold, and other
short-term, highly liquid interest bearing deposits and investment
securities with an original maturity of three months or less.
Generally, Federal funds are sold for one-day periods.
Investment Securities - Effective January 1, 1994, the Company
adopted Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt Securities"' (SFAS No.
115"), which addresses the accounting and reporting for certain
investments in debt and equity securities. This statement requires
that only debt securities that the Company has the positive intent
and ability to hold to maturity be classified as held to maturity
and reported at amortized cost. Securities that are bought and
held principally for the purpose of selling them in the near term
are required to be classified as trading securities and reported at
fair value with unrealized gains and losses reflected in the
statement of income. All other securities are required to be
classified as available-for-sale securities and reported at fair
value with unrealized gains and losses net of taxes reflected as a
separate component of shareholder's equity until realized.
Realized gains or losses on disposition of investment securities
are recorded on the trade date and are based on the net proceeds
and the adjusted carrying amount of the securities sold, using the
specific identification method.
Loans - Loans are stated at the amount of unpaid principal, net of
unearned income, deferred loan fees and an allowance for loan
losses. Interest on certain installment loans is recognized as
income over the life of the loans using a method approximating the
interest method. Interest on loans is calculated primarily by
using the simple interest method on daily balances of the principal
amount outstanding.
Nonrefundable fees and certain direct costs associated with
originating or acquiring loans are recognized over the life of
related loans as an adjustment of yield.
Allowance for Loan Losses - The allowance for loan losses is
established through a provision for loan losses charged to expense.
Loans are charged against the allowance for loan losses when
management believes that the collectibility of the principal is
unlikely. The allowance is an amount that management believes will
be adequate to absorb losses on existing loans that may become
uncollectible, based on evaluations of the collectibility of the
loans and prior loan loss experience. The evaluations take into
consideration such factors as changes in the nature and volume of
the loan portfolio, review of specific problem loans and current
economic conditions that may affect the borrowers' ability to
repay.
Impaired loans are loans for which it is probable that the creditor
will be unable to collect all amounts due according to the contract
terms of the loan agreement. Cash receipts on impaired loans are
used to reduce principal balances. Impairment losses are included
in the allowance for loan losses through a charge to the provision
for loan losses. Impairment losses are measured by the present
value of expected future cash flows discounted at the loan's
effective interest rare, or at either the loans's observable market
price or the fair value of collateral. Adjustments to impairment
losses due to changes in the fair value of impaired loan's
underlying collateral are included in the provision for loan
losses. Upon disposition of an impaired loan, any related
valuation allowance is reversed through a chargeoff to the
allowance for loan losses.
Premises and Equipment - Premises and equipment are stated at cost
less accumulated depreciation. Depreciation and amortization are
computed principally on the straight-line method over the estimated
useful lives of 7 to 40 years.
Intangible Core Deposit Premiums - The Company paid premiums to
acquire certain deposits of another financial institution. Such
premiums are being amortized over the estimated lives of the
related deposits which is generally 8 years. The core deposit
intangible study for the 1993 acquisitions was not completed by the
Company's outside auditors until the end of the second quarter of
1994. Accordingly, no amortization of the core deposit premiums
attributable to all or some of the 1993 acquisitions was included
in the first quarter 1994 financial statements.
Organization Costs - Organization costs are being amortized on a
straight-line basis over 5 years.
Income Taxes - The Company and its subsidiary file consolidated
Federal and state income tax returns. Income tax charges or
credits are generally allocated to each member of the consolidated
group on the basis of their respective taxable income or loss
included in the consolidated income tax return.
In 1993, the company adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"),
which requires an asset and liability approach to accounting for
income taxes. A cumulative effect of the change in accounting for
income taxes effective January 1, 1993, has been reported in the
consolidated statement of income. Under SFAS 109, deferred tax
assets and liabilities are recognized based on differences between
financial statement and tax basis of assets and liabilities using
presently enacted tax rates. The deferred tax provision is
computed as the change in the deferred tax asset/liability from the
beginning of the year to the end of the year.
Net (Loss) Income per Common Share - Net (Loss) income per common
share is calculated on the basis of the weighted average number of
common shares outstanding. Earnings per common share were computed
by dividing the net income for the year by the weighted average
shares outstanding. Stock options granted to directors, officers
and employees are common stock equivalents. However, these common
stock equivalents did not have dilutive effect on the earnings per
share calculation.
Stock Options - The Company has a Management Stock Option and
Non-Qualified Stock Option Plans under which stock options have
been granted to key officers, directors and shareholders to
purchase shares of Company common stock. These options are
currently exercisable to purchase common stock at $10 and $12 per
share. The options terminate upon cessation of employment or death
or expiration of option periods in 1996 through 1998. In 1995,
3.100 shares were exercised, and in 1994, 26,435 options were
exercised. In the first three quarters of 1996, 28,235 options
were exercised.
NOTE 3 - REGULATORY MATTERS
The Agreement - On March 7, 1996, the Bank entered into a written
agreement with the Office of the Comptroller of the Currency (the
"Agreement"). The Agreement provide s that the Bank will perform
the following:
-- Develop a profit plan to improve and sustain the
earnings of the Bank.
-- Develop a three year capital program whereby the Bank
will achieve Tier 1 capital at least equal to 5% of adjusted
total assets, Tier 1 capital at least equal to 8% of
risk-weighted assets; and total risk-based capital at least
equal to 10% of risk-weighted assets by August 31, 1996;
-- Employ an independent outside management consultant to review
and report on the current management and Board supervision of
the Bank and submit a plan of implementation;
-- Review the adequacy of the Bank's allowance for loan losses
and establish an effective program for the maintenance of an
adequate allowance for loan losses;
-- Revise and implement a written asset and liability management
policy;
-- Immediately take all steps necessary to correct each
violation of law, rule or regulation cited in any report of
examination; and
-- Cause the Bank to refile amended Reports of Condition and
Income for the periods ending March 31, 1995, June 30, 1995
and September 30, 1995, and implement policies and procedures
to ensure the accuracy of all regulatory reports filed by the
Bank.
Management has taken measures to comply with the Agreement and
plans to continue these efforts. Failure to comply with the
requirements under the Agreement may result in the levy of civil
money penalties against the Bank and/or its directors, removal of
officers and directors, or institution of Cease-and-Desist
proceedings. The Bank has been informed by the Office of the
Comptroller that it is in noncompliance with the capital program
and other provisions.
Management's Plans - Management has undertaken plans to reduce
operating expenses, restructure the deposit and loan portfolios,
increase the loan-to-deposit ratio, and reduce the Bank's interest
rate risk by more closely matching the maturities of interest
bearing deposits with interest earning assets, in efforts to reduce
the Bank's net operating losses. Management is also raising
additional capital through private placements.
Item 2. Management's Discussion and Analysis of Operations.
Evergreen Bancshares, Inc. (the Company), a bank holding company
located in Tallahassee, Florida, is a Florida corporation with one
subsidiary, Guaranty National Bank of Tallahassee (the Bank). A
full range of banking services are offered by the Bank through its
seven branch locations, all of which are located in the
Tallahassee, Florida area.
This and other reports were not timely filed by the Company.
However, as of this writing, this report is the most current report
made publicly available by the Company.
Financial Condition
Total assets of the Company decreased during 1996 as the Company
continued its plans to improve the Bank's regulatory capital
ratios. Total assets decreased by $26 million from $124 million at
December 31, 1995 to $98 million at September 30, 1996. Total
liabilities decreased to $93 million at September 30, 1996 from
$118 million at December 31, 1995 and shareholders' equity
decreased $1.2 million from December 31, 1995 to September 30,
1996.
Cash and cash equivalents as of September 30, 1996 decreased by
$6.7 million when compared to December 31, 1995. This resulted
from a decline in cash and due from banks and Federal funds sold.
The decline in Federal funds sold reflects the Company's continued
liquidation of interest bearing deposit accounts.
The Company collected proceeds from the maturities of and principle
payments on investment securities available for sale totaling
approximately $27 million during the first nine months of 1996.
The Company reinvested approximately $14 million of these funds in
investment securities available for sale. The remainder of the
funds collected were used to liquidate interest bearing deposits
which, prior to their liquidation at maturity, were bearing
interest at above market rates.
Loans, net of the allowance for loan losses, decreased by $6.9
million as of September 30, 1996 when compared to December 31,
1995. The decrease results from the sale of approximately $5
million of real estate loans during the third quarter. The loans
were sold in an effort to reduce the total assets of the Bank. The
proceeds from the sale of the loans were used to liquidate interest
bearing deposit accounts. Management has evaluated loan growth as
such growth relates to improvement in the Bank's regulatory capital
ratios. Management's plans for the improvement of the Bank's
regulatory capital ratios include among other alternatives,
restructuring the Bank's balance sheet as well as a reduction in
the total assets of the Bank. Management has no specific plans to
conduct any future loan sales at this time, however, such sales may
take place as management continues to evaluate the Bank's
regulatory capital ratios. Management's plans relating to
improving the Bank's regulatory capital ratios are more fully
discussed in Regulatory Issues. The Company continues to
experience past due loans, non accrual loans and charge-offs that
are below industry averages. Management has reviewed the allowance
for loan losses as of September 30, 1996 and in the opinion of
Management, the loan loss reserve is adequate.
Results of Operations
Total interest income for the nine months ended September 30, 1996
was $5.8 million, a decrease of $922,000 from the corresponding
period of the preceding year. The decrease in total interest
income primarily results from a decline in interest income from
investment securities of $1,135,000 partially offset by an increase
in interest income from Federal funds sold of $330,000. The
decline in interest income from investment securities results from
lower average balances invested in investment securities available
for sale during the nine month period ended September 30, 1996 as
compared with the corresponding period for 1995. The increase in
interest income from Federal funds sold for the nine months ended
September 30, 1996 when compared to the corresponding period of the
preceding year resulted from larger average balances invested in
Federal funds sold.
Total interest expense decreased $704,000 for the nine months ended
September 30, 1996 when compared to the corresponding period of the
preceding year. The decrease in interest expense primarily results
from a decrease in interest expense of $465,000 from other borrowed
funds and a decrease in interest expense of $306,000 on deposits.
The Company did not incur other borrowings during 1996. The
reduction in interest expense on deposits reflects the reduction in
deposit account balances consistent with management's intention to
reduce the total assets of the Bank.
Net interest income before provision for loan loss declined
approximately $217,000 during the nine months ended September 30,
1996 when compared to the corresponding period for 1995. This
resulted from the decline in interest margins associated with the
Company's increased average balances of investments in Federal
funds sold funding deposits with above market rates.
Other operating expenses increased $470,000 during the nine months
ended September 30, 1996 when compared to the corresponding period
of the preceding year. The increase in other operating expenses
principally results from increases in salaries and employee
benefits and data processing charges. During each of April and
June of 1996, the Bank hired an additional vice president to help
administer the Bank's loan portfolio and to attract new loan
customers that meet the Bank's conservative underwriting criteria.
Bank management has identified market segments where the Bank
should have success in attracting from competing financial
institutions new loan and low costs deposit relationships in the
Tallahassee market. Management believes the additions to the
management group will provide the Bank with access to new account
relationships. Data processing charges increased during the period
as compared to the prior year comparable period as the current
period reflects six months of data processing charges under the
Bank's new data processing contract.
The Company's net loss for the nine months ended September 30, 1996
was $1,967,000 compared to a net loss of $1,452,000 for the
corresponding period 1995. The loss for the 1995 period is net of
a tax benefit estimated to be $78,000. For 1996, the Company does
not have available taxable income to carry back the loss for a
benefit and the Company has recorded a valuation allowance against
the deferred tax asset associated with the projected year end
operating loss carryfoward. Loss per common share was ($2.08) for
the nine months ended September 30, 1996 based on weighted average
common shares and common stock equivalents outstanding of 947,294
compared to a net loss of $1,375,000 and loss per common share of
($1.53) based on weighted average common shares and common stock
equivalents outstanding of 901,241 for the nine months ended
September 30, 1995.
Regulatory Issues
On March 7, 1996, the Bank entered into a Formal Agreement with its
primary federal regulator, the Office of the Comptroller of the
Currency (OCC). The Formal Agreement is the Bank's written
commitment to take certain actions requested by the OCC. In
particular, the Formal Agreement provides that the Bank will:
develop a profit plan to improve the Bank's earnings; develop a
three-year capital program, including meeting certain regulatory
capital ratios (discussed below); employ an outside consultant to
review and report on the current management and board supervision
of the Bank; submit a plan of implementation of the management
consultant's recommendations; revise and improve the Bank's
procedures for maintaining its allowance for loan losses; adjust
and revise the Bank's assets and liability management policy;
correct any violations of the law, rule or regulation; refile call
reports for the first three quarters of 1995; and ensure the
accuracy of all future regulatory reports filed by the Bank. The
Bank believes it is in compliance with most of the requirements.
The failure to comply with the requirements under the Formal
Agreement may result in the levy of civil money penalties against
the Bank and/or its directors, the removal of officers and/or
directors, or the institution of cease and desist proceedings
against the Bank and/or its directors.
In the opinion of Management, the most important area of the Formal
Agreement relates to the achievement of certain prescribed capital
ratios no later than August 31, 1996.
Under guidelines established by the Federal banking regulators,
capital adequacy is currently measured for regulatory purposes by
certain risk-based capital ratios, supplemented by a leverage
ratio. The risk-based capital ratios are calculated as a ratio of
capital to risk-weighted assets. Risk-weighted assets are computed
by measuring the relative credit risks of both the asset categories
on the balance sheet and various off-balance sheet exposures.
Capital is divided into two classes: Tier 1 and Tier 2. Tier 1
capital consists primarily of common shareholders' equity and
qualifying perpetual preferred stock, net of goodwill and other
disallowed intangible assets. Tier 2 capital, which is limited to
the total of Tier 1 capital and other specific limitations,
includes allowable amounts of subordinated debt, mandatory
convertible securities, preferred stock and the allowance for loan
losses. Under current requirements, the minimum Tier 1
risk-weighted capital ratio is 4%, and the minimum total capital
ratio, consisting of both Tier 1 and Tier 2 capital is 8%.
The Tier 1 leverage ratio is the ratio of Tier 1 capital only to
average total assets for the most recent quarter, after reduction
of those assets for goodwill and other disallowed intangible assets
at the measurement date. The required ratio ranges from 3% to 5%,
subject to Federal bank regulatory evaluation of the organization's
overall safety and soundness.
Article IV of the Formal Agreement requires the Bank to achieve
certain capital ratios by August 31, 1996. These required capital
ratios are significantly higher than those presently recorded by
the Bank. The Formal Agreement requires the attainment of the
following ratios:
Ratio Required Ratio
Tier 1 leverage 5.0%
Tier 1 risk weighted 8.0%
Total risk weighted 10.0%
The Tier 1 leverage and total risk weighted ratios required are the
same as, and the Tier 1 risk weighted ratio exceeds the ratio
required for the "well capitalized" regulatory rating. The
following is a summary of the Bank's capital ratios:
Ratio March 31, 1996 June 30, 1996 September 30, 1996
Tier 1 leverage 4.12% 4.10% 4.11%
Tier 1 risk weighted 7.91% 7.08% 7.34%
Total risk weighted 8.68% 7.69% 8.05%
In August, 1996, the Company sold stock in a private placement to
directors and executive officers at $17 per share. In addition,
optionees exercised options on 28,203 shares at prices of $10.00,
$12.00 and $14.25 per share pursuant to options granted under the
Company's incentive option plan. Nevertheless, the Company did not
attain the prescribed capital ratios.
In September, 1996, the Bank further modified its capital and
profitability plan to recognize that it failed to attain the
capital ratios required by the Formal Agreement and to improve its
profitability. The plan provides for the Bank to monitor asset
growth giving consideration to the favorable impact limiting growth
would have on the Bank's capital ratios; changing the mix of assets
and liabilities by emphasizing loans in favor of investment
securities and core deposits in favor of high cost deposits;
improving the net interest margin and non-interest income and
controlling overhead; and augmenting capital.
The Bank's primary plan to augment capital is through a private
placement of additional stock. The Company entered into a Common
Stock Purchase Agreement with certain of its directors dated
October 17, 1996, which contemplates sales of equity principally
through the sale of shares of Company's stock at $17.00 per share
at various times during the remainder of 1996 and 1997. This
additional capital will support loan and deposit growth and
portfolio restructurings. An additional provision added by
amendment dated November 14, 1996, is a capital injection feature
where the purchasing shareholders agreed to purchase additional
equity from the Company (for injection into the Bank) within thirty
days of any quarter end during 1997 that the Bank does not attain
certain prescribed capital ratios. These prescribed quarterly
capital ratios targets gradually increase over the year to the
level of the capital ratios required under the Formal Agreement at
December 31, 1997.
During September and November of 1996, the Bank submitted to the
OCC and amended, respectively, its capital plan. On November 21,
1996, the OCC informed the Bank that the OCC had decided to approve
the capital plan, as amended. If the Bank fails to successfully
implement the capital plan, it will be subject to significant
restrictions on its operations as provided by federal law and
likely enforcement action by the OCC.
PART II
Item 1. Legal Proceedings.
The Company is not aware of any pending legal proceedings,
other than routine litigation incidental to the business of the
Bank, to which the Bank is a party or to which any of its
properties is subject. The Company is aware of no pending legal
proceedings to which it is a party.
Item 2. Changes in Securities.
No instruments defining the rights of the holders of the
Company's only class of securities, its Common Stock, have been
materially modified. No other class of securities has been issued.
Item 3. Defaults Upon Senior Securities.
The Company has had no defaults on any indebtedness under
which it is obligated.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of shareholders during the
quarter.
Item 5. Other Information.
The Company declines to present any additional information.
Item 6. Exhibits and Reports on Form 8-K.
A. Exhibits
Exhibit No. Description Page No.
10.6 Common Stock Purchase Agreement (By and Between the
Company and Certain Directors) Dated October 17,
1996, and amendment dated November 14, 1996.
11 Statement Re: Computation of Per Share Earnings (See
Page 8) Filed Herewith
27 Financial Data Schedule (For SEC Use Only) Filed
Herewith
B. Reports on Form 8-K
Subsequent to quarter end, on October 23, 1996, the Company filed
a report on Form 8-K, disclosing the resignation of the Company's
President/CEO.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: December 9, 1996
EVERGREEN BANCSHARES, INC.
(Registrant)
BY: /s/ Linda C. Alexionok
Linda C. Alexionok
Secretary
BY: /s/ Vernon E. Sanders
Vernon E. Sanders
Principal Financial Officer,
Treasurer and a Director
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is made
as of October 17, 1996, by and among Evergreen Bancshares, Inc., a
Florida corporation (the "Company"), and the persons listed in
section 1.1(d) of this Agreement (the "Stockholders") who are
signatories to this Agreement, each of whom is a stockholder of the
Company and all but three of whom, namely Rica Barrett, Wilma
Lauder and Marilyn Newton, are directors of the Company, and all of
whom are directors of the Company's principal subsidiary.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE
1.1 Sale and Issuance of Company Common Stock.
(a) Subject to the terms and conditions of this Agreement,
each of the Stockholders agrees to purchase at each of the
Closings, as defined below, and the Company agrees to sell and
issue to each of the Stockholders at each of the Closings,
severally and not jointly, shares of Common Stock of the Company
(the "Shares"), set forth opposite each Stockholder's name on
Exhibit A hereto and pursuant to 1.5, at the price of Seventeen
and No/100ths ($17.00) per share.
(b) The consideration to be tendered by each Stockholder
to the Company in exchange for the issuance of such Shares shall be
the product of the number of shares purchased multiplied by the
price per share referenced in 1.1(a), above.
(c) The term of this Agreement shall be until December 31,
1997. At each Closing, as defined below, the Company shall issue,
and the Stockholders, pursuant to this Agreement, shall purchase,
the authorized, but unissued shares of the common stock of the
Company.
(d) The names of the Stockholders and their shares to be
purchased are shown on Exhibit A.
(e) In lieu of purchasing alloted Shares under 1.1(a),
a Stockholder who arranges, on a legal basis acceptable to the
Company, for capital injections in the Company in an amount
equivalent to the consideration as calculated in 1.1(b), shall be
deemed to have fulfilled the requirements of 1.1(a).
1.2 Closings. The purchase and sale of the Shares shall take
place at the offices of the Company, at 4:30 o'clock p.m. on the
penultimate business day of the month referenced on Exhibit A or at
such other times and places as the Company and the Stockholders
mutually agree upon (which time and place are designated as a
"Closing" and any two or more shall be designated as "Closings").
At least 10 (ten) days in advance of each Closing, each Stockholder
shall notify the Company if he will invoke section 1.3 of this
Agreement and not purchase his shares at the Closing. At least 5
(five) and no more than 10 (ten) days before each Closing, the
Company shall notify each Stockholder of the number of Shares and
total purchase price to be purchased at the respective Closing. At
each Closing, provided the Company does not invoke section 1.4 of
this Agreement, the Company shall deliver to each of the
Stockholders a certificate representing the number of Shares which
each such Stockholder is purchasing (or other document for
transmittal to the Company's transfer agent) against delivery to
the Company by each such Stockholder of cash or a certified bank
cashier's or other check reasonably acceptable to the Company in
the amount of the consideration calculated in 1.1(b).
1.3 Failed Shares. If a Stockholder shall notify the Company
that he will not, for any reason, including inability to provide
suitable cash or cash equivalent, purchase his shares at a closing
(the "Failed Shares"), such Shares, if less than or equal to 10% of
the total shares to be issued at a particular closing, shall be
purchased by the Stockholders. Any notice delivered to the Company
which may reasonably be construed to constitute a notice under this
section shall be deemed to be a notice under this section,
including the failure by a Stockholder to comply with any term of
this Agreement. If, for any closing, the total amount of such
Failed Shares, taken together with any Shares not purchased in a
previous closing through the action of section 1.3 of this
Agreement, shall exceed 10% of the shares to be issued at such
closing (the "Maximum Additional Shares"), the amount of Failed
Shares in excess of the Maximum Additional Shares shall be added to
the next following closing. Any Stockholder invoking this section
shall nonetheless be liable to the Company for breach of this
Agreement and any other remedies available to the Company.
1.4 Change in Control In the event that any purchase of Shares
under this Agreement shall, in the sole opinion of the Company
acting upon advice of counsel, become subject to the provisions of
the Change in Bank Control Act, 12 U.S.C. 1817(j), or any other
regulatory or legal requirement with respect to the qualification
of any Stockholder to purchase and own the Shares as contemplated
by this Agreement, then the Company shall issue shares and collect
payment for the same when the Change in Control Act Notice or other
legal or regulatory matter, in the sole opinion of the Company, is
resolved. Further, it shall be the obligation of each Stockholder
to notify the Company between the time of the execution of this
agreement and the issuance of any Issue if any law or regulatory
provision relating to the qualification of a Stockholder to own the
Shares, including the Change in Control Act, may be applicable to
such Stockholder's purchase of shares.
1.5 Stop Loss. During the term of this Agreement, the
Stockholders will also purchase Shares for the total consideration
as calculated in 1.1(b) in a total amount equal to any monthly
loss incurred by Guaranty National Bank of Tallahassee in any month
after December, 1996 (the "Stop Loss Shares"). The purchase of
Stop Loss Shares shall be allocated among the Stockholders pro rata
to the allocation of Shares in the October, 1996 Closing. The
Closing of the sale of Stop Loss Shares shall occur before the end
of the month next following the Bank's loss.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as set forth on Exhibit 2, the Company hereby represents and
warrants to the Stockholders that:
2.1 Incorporation. The Company is a corporation duly organized
and validly existing, is in good standing under the laws of the
State of Florida, and has all requisite corporate power and
authority to carry on its business as now conducted and as proposed
to be conducted. True and accurate copies of the Company's
Articles of Incorporation, all amendments thereto, and Bylaws as
presently in effect have been available for examination by each
Stockholder.
2.2 Capitalization. The authorized capital of the Company
consists of 1,250,000 shares of Common Stock, of which 1,000,292
shares are issued and outstanding as of the date of the execution
of this Agreement.
2.3 Subsidiaries. The Company is the sole shareholder of
Guaranty National Bank of Tallahassee, a national banking
association (the "Bank"), and the Company does not presently
control, directly or indirectly, any other corporation, association
or business entity. From time to time, however, the Company may
acquire certain other corporations, associations or business
entities in the course of its business including its expansion
program.
2.4 Authorization. All corporate action on the part of the
Company, its officers and directors required to be taken prior to
each of the Closings and necessary for the authorization,
execution, delivery and performance of the obligations of the
Company under this Agreement and for the authorization, issuance
and delivery of the Shares being sold hereunder has been or shall
be taken prior to each of the Closings, and this Agreement, when
executed and delivered, shall constitute a valid and legally
binding obligation of the Company. Issuance of the Shares is not
subject to preferential or preemptive rights of any future
stockholders in the Company. The Company agrees that during the
term of this Agreement it will not amend its articles of
incorporation or bylaws or any other corporate governance
instrument to provide for any such rights.
2.5 Validity of Securities. The Shares to be purchased and
sold pursuant to this Agreement, when issued, sold and delivered in
accordance with its terms for the consideration expressed herein,
shall be duly and validly issued.
2.6 Governmental Consents. All consents, approvals, orders,
authorizations or registration, qualification, designation and
declaration or filing with any federal or state governmental
authority on the part of the Company required in connection with
the consummation of the transactions contemplated herein shall have
been obtained prior to, and be effective as of, each of the
Closings or will be timely filed thereafter.
2.7 Compliance With Other Instruments. The Company is not in
violation of any provisions of its Articles of Incorporation, its
Bylaws, any material mortgage, indenture, lease, agreement or other
instrument to which it is a party, or of any provision of any
federal or state judgment, writ, decree, order, statute, rule or
governmental regulation applicable to the Company. The execution,
delivery and performance of this Agreement will not result in any
such violation or be in conflict with or constitute a default under
any such provision.
2.8 Litigation. There are no actions, proceedings or
investigations pending, or to the knowledge of the Company
threatened, which question the validity of this Agreement or which
might result, either individually or in the aggregate, in any
material adverse change in the assets, conditions, affairs or
prospects of the Company, nor, to the knowledge of the Company has
there occurred any event or does there exist any condition which
might properly be the basis therefor.
2.9 Access to Information. The Company and the Bank have
previously provided, and will continue to provide up to the Closing
and thereafter, to the Stockholders, full access to all material
information pertaining to the Company, the Bank, and an investment
by the Stockholders in the Shares, including but not limited to all
material books and records of the Company and the Bank and all
material contracts and documents relating to the transactions
contemplated by this Agreement. The Company and the Bank have
previously provided and will continue to provide each of the
Stockholders with an opportunity to question the appropriate
executive officers of the Company and the Bank concerning all
material information about the Company and the Bank and the
transactions contemplated by this Agreement.
2.10 Registration Rights. Except as set forth in this
Agreement, no person or entity has demand or other rights to cause
the Company to file any registration statement under the Securities
Act of 1933, as amended (the "Securities Act"), relating to any
securities of the Company or any right to participate in any such
registration statement.
3. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS.
Each of the Stockholders represents and warrants to the Company as
follows:
3.1 Authorization. When executed and delivered by each
Stockholder, this Agreement will constitute the valid and legally
binding obligation of each Stockholder.
3.2 Other Purchasers. During or after the term of this
Agreement, each Stockholder specifically recognizes, understands
and agrees that this Agreement does not prevent or restrict the
Company, in any way, from issuing any additional shares to any
person or business entity, or prevent or restrict the Company from
purchasing shares from any person or business entity at any time.
Each Stockholder further specifically agrees, recognizes and
understands that a Stockholder's rights under this agreement are
not assignable to any person or business entity regardless of
whether a Stockholder continues to own shares of the Company.
4. SECURITIES ACT AND FLORIDA SECURITIES ACT.
4.1 Investment Representation.
(a) This Agreement is made with each of the Stockholders
in reliance upon their respective representations to the Company,
which by acceptance hereof each of the Stockholders hereby
confirms, and reconfirms at each Closing, that the Shares to be
received will be acquired for investment for an indefinite period
for such Stockholder's own account and not with a view to the sale
or distribution of any part thereof, and that such Stockholder has
no present intention of selling or otherwise distributing the same,
but subject, nevertheless, to any requirement of law that the
disposition of such Stockholder's property shall at all times be
within such Stockholder's control. By executing this Agreement,
each of the Stockholders further represents that such Stockholder
does not have and at the time of each of the Closings will not
have, any contract, undertaking, agreement or arrangement with any
person to sell or transfer to such person any of the Shares.
(b) Each of the Stockholders understands that the Shares
are not and may never be registered for sale or resale under the
Securities Act or the Florida Securities Act.
(c) Each of the Stockholders agrees that in no event will
such Stockholder make a disposition of any of the Shares, unless
the Shares shall have been registered under the Securities Act and
the Florida Securities Act, unless and until such Stockholder (i)
shall have notified the Company with a statement of the
circumstances surrounding the proposed disposition and (ii) shall
have furnished the Company with an opinion of counsel reasonably
satisfactory to the Company to the effect that (A) such disposition
will not require registration of such securities under the
Securities Act and the Florida Securities Act, and (B) that
appropriate action necessary for compliance with the Securities Act
and the Florida Securities Act has been taken.
(d) Each of the Stockholders represents that he has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the
Shares, has the ability to bear the economic risks of his
investment and has been furnished with and has had access to all
material information and to have all questions which have been
asked by the Stockholders answered by the Company.
(e) Each of the Stockholders understands that if
registration statements covering the Shares under the Securities
Act and the Florida Securities Act are not in effect when he
desires to sell any of the Shares, he may be required to hold such
Shares for an indeterminate period. Each of the Stockholders also
acknowledges that he understands that any sale of the Shares which
might be made by him in reliance upon Rule 144 under the Securities
Act and the Florida Securities Act may be made only in limited
amounts in accordance with the terms and conditions of that Rule,
if that Rule should be applicable.
4.2 Legends. All certificates for the Shares shall bear
substantially the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED BY THE ISSUEE FOR
INVESTMENT PURPOSES. SAID SHARES MAY NOT BE SOLD OR TRANSFERRED
UNLESS (A) THEY HAVE BEEN REGISTERED UNDER SAID ACT AND APPLICABLE
STATE SECURITIES LAWS, OR (B) THE TRANSFER AGENT IS PRESENTED WITH
EITHER A WRITTEN OPINION SATISFACTORY TO COUNSEL FOR THE COMPANY OR
A "NO-ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION AND APPLICABLE STATE SECURITIES ADMINISTRATORS
TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
CIRCUMSTANCES OF SUCH SALE OR TRANSFER."
5. CONDITIONS TO STOCKHOLDERS' OBLIGATIONS AT EACH CLOSING.
The obligations of the Stockholders under paragraphs 1.1 and 1.2 of
this Agreement are subject to the fulfillment at or before each
Closing of each of the following conditions:
5.1 Representations and Warranties. The representations and
warranties contained in paragraph 2 hereof shall be true on and as
of each Closing.
5.2 Performance. The Company shall have performed and complied
with all agreements and conditions contained herein required to be
performed or complied with by it on or before each Closing.
5.3 State Securities Laws. The Company will have complied with
all requirements under all applicable state securities laws with
respect to the offer and sale of the Shares.
5.4 Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated at
each of the Closings hereby and all documents and instruments
incident to such transactions will be reasonably satisfactory in
substance and form to the Stockholders and their counsel, if any,
and the Stockholders and their counsel, if any, will have received
all such counterpart originals or certified or other copies of such
documents as they may reasonably request.
6. CONDITIONS OF THE COMPANY'S OBLIGATIONS AT EACH CLOSING.
The obligations of the Company under paragraphs 1.1 and 1.2 of this
Agreement are subject to the fulfillment of the following
conditions:
6.1 Warranties True on each of the Closings. The
representations and warranties of each of the Stockholders
contained in paragraphs 3 and 4 hereof shall be true on and as of
each Closing with the same effect as though said representations
and warranties had been made on and as of each Closing.
7. MISCELLANEOUS
7.1 Agreement is Entire Contract. Except as specifically
referenced herein, this Agreement constitutes the entire contract
between the parties hereto concerning the subject matter hereof and
no party shall be liable or bound to the other in any manner by any
warranties, representations or covenants except as specifically set
forth herein. Any previous agreement among the parties related to
the transactions described herein is superseded hereby. The terms
and conditions of this Agreement shall be binding upon the
respective successors, personal representatives and estates of the
parties hereto. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto,
and their respective successors, personal representatives and
estates, any rights, remedies, obligations, or liabilities under or
by reason of this Agreement, except as expressly provided herein.
7.2 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Florida.
7.3 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
7.4 Title and Subtitles. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience and are not to
be considered in construing this Agreement.
7.5 Notices. Any notice required or permitted hereunder shall
be given in writing and shall be deemed effectively given upon
personal delivery or upon deposit in the United States Post Office,
by registered or certified mail, addressed to the Company at its
principal office or to a Stockholder at the address shown by his
name on Exhibit 1 hereto or at such other address as such party may
designate by ten (10) days advance written notice to the other
party.
7.6 Survival of Warranties. The warranties and representations
of the Company and the Stockholders contained in or made pursuant
to this Agreement shall survive the execution and delivery of this
Agreement and the Closing hereunder.
7.7 Amendment of Agreement. Except as expressly provided
herein, any provision of this Agreement may be amended or waived on
behalf of all Stockholders by a written instrument signed by the
Company and by Stockholders holding at least a majority of the
aggregate of the Shares.
7.8 Pronouns. The masculine personal pronoun shall be
considered to mean the corresponding feminine or neuter personal
pronoun, as the context requires in this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the day and year first written above.
EVERGREEN BANCSHARES, INC.
ATTEST:
/s/ Heather McKenna BY: Linda C. Alexionok
Its: Corporate Secretary
_____________________________
Anthony L. Bajoczky
/s/ David A. Barrett
David A. Barrett
/s/ Rica A. Barrett
Rica A. Barrett
/s/ Marilyn B. Newton
Marilyn B. Newton
/s/ Wilma Lauder
Wilma Lauder
/s/ Kenneth C. Fuqua
Kenneth C. Fuqua
/s/ Vernon E. Sanders
Vernon E. Sanders
/s/ Frederic Q. Vroom, M.D.
Frederic Q. Vroom, M.D.
Guaranty National Bank of Tallahassee, by its execution of
this Agreement, agrees to be bound jointly with the Company by this
Agreement and to perform all acts indicated herein to be performed
by the Bank.
ATTEST: GUARANTY NATIONAL BANK
/s/ Heather McKenna By: /s/ Linda C. Alexionok
Linda C. Alexionok
Senior Vice President
<TABLE>
Exhibit "A"
Shares Purchased
Price per Sh $17.00
<CAPTION>
October November December March June September December
1996 1996 1996 1997 1997 1997 1997
<S> <C> <C> <C> <C> <C> <C> <C>
Barrett, D. 6,230 9,062 9,062 9,345 8,471 8,471 7,787
Barrett, R. 2,114 3,075 3,075 3,172 2,824 2,824 2,643
Fuqua, K 1,779 2,587 2,587 2,669 2,426 2,426 2,224
Vroom. F. 1,736 2,525 2,525 2,603 2,365 2,365 2,169
Newton, M. 733 1,067 1,067 1,101 1,001 1,001 917
Sanders, V. 194 282 282 291 265 265 243
Lauder, W. 154 216 216 231 212 212 194
TOTAL 12,940 18,814 18,814 19,412 17,564 17,564 16,177
Bajoczky, A.
</TABLE>
Amendment 1 to that certain
Common Stock Purchase Agreement
by and between certain stockholders and
Evergreen Bancshares, Inc.
THIS AMENDMENT (the "Amendment") to that certain Common Stock
Purchase Agreement by and between Evergreen Bancshares, Inc. and
certain of its stockholders dated as of October 17, 1996 (the
"Agreement") is made as of this the 14th day of November, 1996.
RECITALS:
WHEREAS, section 7.7 of the Agreement provides that any
amendment of the Agreement must be in writing and signed by the
Company and by Stockholders purchasing and holding at least a
majority of the aggregate of Shares to be issued pursuant to the
Agreement; and
WHEREAS, the parties thereto desire to amend the Agreement in
support of the Company's subsidiary's capital plan.
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto do hereby
agree as follows:
1. Defined Terms. All terms used herein which are defined in
the Agreement shall have the meanings specified in the Agreement,
unless otherwise specifically defined herein.
2. Improvement of Stop Loss. Section 1.5 of the Agreement is
hereby eliminated and replaced with the following new section 1.5:
1.5 Capital Guarantee. During the term of this Agreement, the
Stockholders will also purchase Shares at the price per share
consideration as calculated in 1.1(a) for the total purchase
price of an amount necessary for Guaranty National Bank of
Tallahassee to achieve the following capital ratios as of the
following dates by injection of the proceeds therefrom as capital:
Leverage Tier 1 Risk Based Total Risk Based
3/31/97 4.78% 8.00% 8.99%
6/30/97 4.85% 8.00% 9.13%
9/30/97 4.96% 8.00% 9.52%
12/31/97 5.00% 8.00% 10.00%
(the "Capital Guarantee Shares"). The purchase of Capital
Guarantee Shares shall be allocated among the Stockholders pro rata
to the allocation of Shares set forth for any Closing on Exhibit A
to the Agreement. The Closing of the sale of the Capital Guarantee
Shares shall occur before the end of the month next following the
appropriate quarter end.
3. Effect of Amendment. Except as expressly modified by this
Amendment, the terms, covenants, and conditions of the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment 1 to the Agreement as of the date first above written.
EVERGREEN BANCSHARES, INC.
ATTEST:
/s/ Heather McKenna BY: /s/ Linda C. Alexionok
Its: Corporate Secretary
/s/ David A. Barrett
David A. Barrett
Anthony J. Bajoczky
/s/ Rica A. Barrett
Rica A. Barrett
/s/ Marilyn B. Newton
Marilyn B. Newton
/s/ Wilma Lauder
Wilma Lauder
/s/ Kenneth C. Fuqua
Kenneth C. Fuqua
/s/ Vernon E. Sanders
Vernon E. Sanders
/s/ Frederic Q. Vroom, M.D.
Frederic Q. Vroom, M.D.
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 3,350,579
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 2,250,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 23,102,411
<INVESTMENTS-CARRYING> 9,308,519
<INVESTMENTS-MARKET> 9,148,687
<LOANS> 54,467,828
<ALLOWANCE> 407,295
<TOTAL-ASSETS> 98,043,180
<DEPOSITS> 92,293,229
<SHORT-TERM> 0
<LIABILITIES-OTHER> 437,442
<LONG-TERM> 0
0
0
<COMMON> 1,000,294
<OTHER-SE> 4,312,691
<TOTAL-LIABILITIES-AND-EQUITY> 98,043,180
<INTEREST-LOAN> 4,085,606
<INTEREST-INVEST> 1,668,699
<INTEREST-OTHER> 35,875
<INTEREST-TOTAL> 5,790,180
<INTEREST-DEPOSIT> 3,587,030
<INTEREST-EXPENSE> 3,665,708
<INTEREST-INCOME-NET> 2,124,472
<LOAN-LOSSES> 631,000
<SECURITIES-GAINS> (1,047)
<EXPENSE-OTHER> 3,987,805
<INCOME-PRETAX> (1,966,940)
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,966,940)
<EPS-PRIMARY> (2.06)
<EPS-DILUTED> 0
<YIELD-ACTUAL> 7.62
<LOANS-NON> 92,061
<LOANS-PAST> 104,412
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 506,635
<CHARGE-OFFS> (776,922)
<RECOVERIES> 46,582
<ALLOWANCE-CLOSE> 407,295
<ALLOWANCE-DOMESTIC> 407,295
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
