<PAGE>
<PAGE>
FORM 10-QSB
-----------
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
Washington, DC 20549
--------------------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
------------------------------------------------
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------
For the quarterly period ended June 30, 1999
--------------------------------------------
Commission File Number: 0-25290
--------------------------------
Twin City Bancorp, Inc.
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 62-1582947
- ----------------------- -----------------
(State of incorporation) (I.R.S. Employer
Identification No.)
310 State Street, Bristol Tennessee 37620
- ---------------------------------------- ------------
- -
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(423) 989-4400
--------------
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such require
ments for the past ninety days: Yes X No
--- ---
As of June 30, 1999, there were 1,152,985 shares of the
registrant's Common Stock, par value $1.00 per share, issued and
outstanding.
Transitional small business disclosure format (check one):
Yes No X
--- ---
<PAGE>
<PAGE>
TWIN CITY BANCORP, INC. AND SUBSIDIARIES
----------------------------------------
Bristol, Tennessee
------------------
INDEX
-----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - (Unaudited) as of December
31, 1998 and June 30, 1999
Consolidated Statements of Comprehensive Income -
(Unaudited) for the six and three-month periods ended
June 30, 1998 and 1999
Consolidated Statements of Cash Flows - (Unaudited) for
the six-month periods ended June 30, 1998 and 1999
Notes to (Unaudited) Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
<PAGE>
<PAGE>
TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
December 31, June 30,
1998 1999
------------ ---------
<S> <C> <C>
Assets
------
Cash and due from banks $ 2,260 $ 1,472
Interest-earning deposits 8,081 2,435
Investment securities (amortized cost -
$1,505 and $504) 1,512 506
Loans receivable, net 81,428 87,146
Loans held for sale 1,787 1,551
Mortgage-backed securities (amortized
cost - $12,395 and $16,170) 12,429 15,913
Premises and equipment, net 3,241 3,203
Real estate, net 237 86
Federal Home Loan Bank stock 773 800
Interest receivable 224 273
Other 1,273 1,483
-------- --------
Total assets $113,245 $114,868
======== ========
(continued on next page)
<PAGE>
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
December 31, June 30,
1998 1999
------------ ---------
<S> <C> <C>
Liabilities and Stockholders' Equity
------------------------------------
Deposits $ 89,112 $ 90,042
Federal Home Loan Bank advances 8,500 8,500
Advance payments by borrowers for
taxes and insurance 243 1,017
Accrued expenses and other liabilities 330 671
Income taxes payable:
Current 97 396
Deferred 811 489
-------- --------
Total liabilities 99,093 101,115
-------- --------
Stockholders' Equity
Common stock ($1 par value, 8,000,000
shares authorized; 1,219,430 shares issued
at December 31, 1998 and June 30, 1999) 1,220 1,220
Paid-in capital 6,917 6,955
Retained earnings, substantially restricted 6,824 7,145
Treasury stock, 17,739 and 66,545 shares,
at cost (238) (908)
Unearned compensation:
Employee stock ownership plan (431) (395)
Management recognition plan (165) (106)
Accumulated other comprehensive income (loss) 25 (158)
-------- --------
Total stockholders' equity 14,152 13,753
-------- --------
Total liabilities and stockholders' equity $113,245 $114,868
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE>
<PAGE>
TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30 June 30
------------------ ------------------
1998 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income:
Loan $3,533 $3,547 $1,771 $1,776
Mortgage-backed securities 521 482 250 253
Investment securities 104 57 49 26
Interest-earning deposits 117 99 54 47
------ ------ ------ ------
Total interest income 4,275 4,185 2,124 2,102
------ ------ ------ ------
Interest expense:
Deposits 2,094 1,835 1,025 924
Federal Home Loan
Bank advances 57 209 43 105
------ ------ ------ ------
Total interest expense 2,151 2,044 1,068 1,029
------ ------ ------ ------
Net interest income 2,124 2,141 1,056 1,073
Provision for loan losses 90 80 45 45
------ ------ ------ ------
Net interest income after
provision for loan losses 2,034 2,061 1,011 1,028
------ ------ ------ ------
Non-interest income:
Loan fees and service charges 108 132 46 72
Insurance commission and fees 44 37 27 18
Gain on sale of securities 13 - - -
Gain on sale of loans 131 268 54 142
Other 20 20 9 12
------ ------ ------ ------
Total non-interest income 316 457 136 244
------ ------ ------ ------
Non-interest expense:
Compensation and employee Benefits 884 880 432 444
Net occupancy expense 163 185 82 87
Deposit insurance premiums 29 27 15 13
Data processing 136 155 73 84
Other 239 271 115 135
------ ------ ------ ------
Total non-interest expense 1,451 1,518 717 763
------ ------ ------ ------
(continued on next page)
</TABLE>
<PAGE>
<PAGE>
TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (continued)
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30 June 30
------------------ ------------------
1998 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income before income taxes $899 $1,000 $430 $ 509
Income tax expense 357 398 172 202
---- ------ ---- -----
Net income 542 602 258 307
Other comprehensive income:
Net unrealized gains (losses) on
securities available for sale, net
of tax benefit of $41 and $113,
Respectively, for the six months
Ended June 30, 1998 and 1999,
and $10 and $113 for the three
Months ended June 30,
1998 and 1999 (66) (183) (15) (182)
---- ------ ---- -----
Comprehensive income $476 $ 419 $243 $ 125
==== ====== ==== =====
Basic Net Income per share $.46 $ .54 $.22 $ .28
Diluted Net income per share $.44 $ .52 $.21 $ .27
Dividends paid per share $.20 $ .25 $.10 $ .10
==== ====== ==== =====
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE>
<PAGE>
TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1998 1999
------------ ---------
<S> <C> <C>
Net cash provided (used) by operating activities $ 981 $ 1,121
------- -------
Cash flows from investing activities:
Maturities of investment securities 1,500 1,000
Proceeds from sale of mortgage-backed securities 1,788 -
Principal payments on mortgage-backed securities 2,395 2,373
Purchase of mortgage-backed securities
classified as available for sale (4,091) (3,034)
Net decrease (increase) in loans originated (3,634) (6,534)
Purchase of loans (1,372) (2,132)
Proceeds from sale of real estate - 121
Purchase of premises and equipment (425) (82)
------- -------
Net cash provided (used) by investing activities (3,839) (8,288)
------- -------
Cash flows from financing activities:
Net increase (decrease) in deposits (2,935) 930
Increase in advance payments by borrowers
for taxes and insurance 781 774
Proceeds from FHLB advance 4,000 -
Dividends paid (253) (301)
Acquisition of treasury stock (399) (670)
------- -------
Net cash provided (used) by financing activities 1,194 733
------- -------
Net increase (decrease) in cash (1,664) (6,434)
Cash at beginning of period 6,600 10,341
------- -------
Cash at end of period $ 4,936 $ 3,907
======= =======
Supplemental disclosures:
Noncash investing and financing activities:
Loans sold in exchange for mortgage-backed
securities $ - $ 3,136
======= =======
Foreclosed real estate $ 148 $ -
======= =======
Unrealized loss on securities available for
sale, net of income taxes $ 66 $ 183
======= =======
Cash paid during the period for:
Interest $ 2,160 $ 2,048
======= =======
Income taxes $ 173 $ 267
======= =======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE>
<PAGE>
TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 - Basis of Presentation and Principles of Consolidation
-----------------------------------------------------
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted
accountingprinciples for interim financial information and in
accordance with the instructions to Form 10-QSB. Accordingly,
they do not include all of the disclosures required by generally
accepted accounting principles for complete financial
statements. These consolidated financial statements include the
accounts of Twin City Bancorp, Inc. (the "Company") and its
subsidiary, Twin City Federal Savings Bank (the "Bank"), and the
Bank's wholly owned subsidiaries, TCF Investors, Inc. and
Magnolia Investment, Inc., and in consolidation all significant
intercompany items are eliminated. In the opinion of management,
all adjustments necessary for a fair presentation of the results
of operations for the interim periods presented have been made.
Such adjustments were of a normal recurring nature. The results
of operations for the 1999 interim periods are not necessarily
indicative of the results that may be expected for the entire
fiscal year.
Note 2 - Cash Flow Information
---------------------
As presented in the consolidated statements of cash flows, cash
and cash equivalents include cash on hand, interest-earning
deposits in other banks, and federal funds sold. The Company
considers all highly liquid instruments with original maturities
of three months or less to be cash equivalents.
Note 3 - Retained Earnings, Substantially Restricted
-------------------------------------------
Retained earnings represents the accumulated net income of the
Company since its origination date. In connection with the
insurance of savings accounts for the Bank, the Federal Deposit
Insurance Corporation ("FDIC") requires that certain minimum
amounts be restricted to absorb certain losses as specified in
the insurance of accounts regulations. Because restricted
retained earnings is not related to amounts of losses actually
anticipated, the appropriations thereto have not been charged to
income in the accompanying consolidated financial statements.
Furthermore, the use of retained earnings by the Bank is
restricted by certain requirements of the Internal Revenue Code.
There are further restrictions on retained earnings directed by
the Office of Thrift Supervision where by the Bank is subject to
maintain a minimum amount of regulatory capital as well as a
liquidation account for the benefit of eligible account holders
who continue to maintain their accounts at the Bank after the
conversion.
<PAGE>
<PAGE>
TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONSOLIDATED
FINANCIAL STATEMENTS (continued)
Note 4 - Stock Option Plan
-----------------
In 1995, the Company adopted a stock option plan for the benefit
of directors, officers, and other key employees of the Company.
The number of shares of common stock reserved for issuance under
the stock option plan was equal to 10% of the total number of
common shares issued pursuant to the Company's offering. The
plan provides for incentive options for officers and employees
and non-incentive options for directors. The plan is
administered by a committee of at least three directors of the
Company. The option exercise price cannot be less than the fair
value of the underlying common stock as of the date of the
option grant, and the maximum option term cannot exceed ten
years. The number of shares of common stock authorized under the
stock option and incentive plan was 134,760. As of June 30,
1999, 33,690 non-incentive stock options have been granted to
directors and are exercisable on a cumulative basis in equal
installments over a five year period. The incentive stock
options awarded to officers and other key employees totaled
97,782 at June 30, 1999 with 94,332 exercisable on a cumulative
basis in equal installments over a five year period, and 3,450
exercisable upon the date of option grant. As of June 30, 1999,
131,472 options have been granted, of which 900 have been
exercised. Options totaling 128,022 were granted with an
exercise price of $9.33 per share, 2,250 were granted with an
exercise price of $11.25 per share, 900 were granted with an
exercise price of $11.67 per share and the remaining 300 at $14
per share. As of June 30, 1999, 104,968 options are exercisable.
<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations
-----------------------------------
GENERAL
The following discussion and analysis is intended to assist in
understanding the financial condition and the results of
operations of the Company. References to the "Company" include
Twin City Bancorp, Inc. and/or Twin City Federal Savings Bank
and its subsidiaries, as appropriate.
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 1999 AND DECEMBER
31, 1998
The Company's total consolidated assets increased $1.6 million,
or 1.4% to $114.8 million at June 30, 1999 from $113.2 million
at December 31, 1998. Cash and due from banks and
interest-earning deposits decreased $6.4 million from $10.3
million at December 31, 1998 to $3.9 million at June 30, 1999.
Net loans receivable increased $5.7 million or 7.0% from $81.4
million at December 31, 1998 to $87.1 million at June 30, 1999.
The Company originated or purchased 219 mortgage loans during
the six months ended June 30, 1999, as compared to 264
originations during the six months ended June 30, 1998. The
decrease in originations in 1999 from 1998 was due to a decline
in the volume of refinancings coupled with a leveling housing
market. The Company has sold a majority of its fixed-rate
originations during the first six months of 1999 to the
Federal Home Loan Mortgage Corporation, servicing retained
without recourse. Total real estate loans amounted to $62.7
million at June 30, 1999 as compared to $60.5 million at
December 31, 1998. Consumer/commercial lending increased by
$900,000 or 3.2%, from $28.2 million at December 31, 1998 to
$29.1 million at June 30, 1999. The Company's portfolio of
investment securities decreased $1.0 million from $1.5 million
at December 31, 1998 to $500,000 at June 30, 1999, and the
proceeds from these maturities have been invested into loans
receivable and mortgaged-backed securities which currently
produce a greater yield. In addition, the Company's portfolio of
mortgage-backed securities increased $3.5 million or 28.2% from
$12.4 million at December 31, 1998 to $15.9 million at June 30,
1999.
Deposits increased $930,000, or 1.0% from $89.1 million at
December 31, 1998 to $90.0 million at June 30, 1999. Federal
Home Loan Bank advances were unchanged at June 30, 1999 compared
to December 31, 1998.
Total stockholders' equity has decreased $399,000 or 2.8% from
December 31, 1998 to June 30, 1999. The Company posted
comprehensive income of $419,000 for the six months ended June
30, 1999 while paying dividends of $0.25 per share of common
stock, or $301,000. During the six months ended June 30, 1999,
the Company recognized compensation earned in the amount of
$135,000 from the Employee Stock Ownership Plan and the
Management Recognition Plan. In addition, the Company has
continued to repurchase some of its outstanding shares of common
stock and for the six months ending June 30, 1999, had
repurchased 48,806 shares (all of which were held in treasury)
at an average purchase price of $13.73 per share.
<PAGE>
<PAGE>
COMPARISON OF RESULTS OF OPERATIONS
Net income increased to $602,000 ($0.54 basic earnings per
share) for the six months ended June 30, 1999 from $542,000
($0.46 basic earnings per share) for the six months ended June
30, 1998. For the three months ended June 30, 1999, net income
increased to $307,000 ($0.28 basic earnings per share) compared
to $258,000 ($0.22 basic earnings per share) for the three
months ended June 30, 1998. Net income for the six month period
benefited from an improvement in net interest income and an
increase in noninterest income while provision for loan losses
decreased. Net interest income and noninterest income also
improved during the three month period. While noninterest
expense increased during both periods, the increase was not
sufficient to offset the improvements in other items.
Net interest income for the six months ended June 30, 1999
increased $17,000 as compared to the six months ended June 30,
1998, and for the three months ended June 30, 1999 also
increased $17,000 compared to the three months ended June 30,
1998. The increase was attributable to a net increase in the
volume of interest earning assets over interest bearing
liabilities offset by a decrease in the interest rate spread
which decreased from 3.70% for the six months ended June 30,
1998 to 3.50% for the six months ended June 30, 1999 and
decreased from 3.67% for the three months ended June 30, 1998 to
3.48% for the three months ended June 30, 1999. The net interest
margin decreased from 4.11% for the six months ended June 30,
1998 to 3.93% for the six months ended June 30, 1999 and
decreased from 4.08% for the three months ended June 30, 1998 to
3.91% for the three months ended June 30, 1999. The average
yield on interest-earning assets decreased 59 basis points
from 8.27% for the six months ended June 30, 1998 to 7.68% for
the six months ended June 30, 1999 and decreased 55 basis points
from 8.20% for the three months ended June 30, 1998 to 7.65% for
the three months ended June 30, 1999. The average cost on
interest bearing liabilities decreased from 4.57% for the six
months ended June 30, 1998 to 4.18% for the six months ended
June 30, 1999 and decreased from 4.53% for the three months
ended June 30, 1998 to 4.17% for the three months ended June 30,
1999. The average balance of interest-earning assets was $103.3
million for the six months ended June 30, 1998 as compared to
$108.9 million for the six months ended June 30, 1999 and $103.6
million for the three months ended June 30, 1998 as compared to
the $109.9 million for the three months ended June 30, 1999. The
average balance of interest-bearing liabilities was $94.1
million for the six months ended June 30, 1998 as compared to
$97.9 million for the six months ended June 30, 1999 and was
$94.2 million for the three months ended June 30, 1998
as compared to $98.7 million for the three months ended June 30,
1999.
The provision for loan losses amounted to $90,000 and $80,000
for the six months ended June 30, 1998 and 1999, respectively,
and $45,000 for each of the three months ended June 30, 1998 and
1999. At June 30, 1998 and 1999, the allowance for loan losses
represented 64% and 763%, respectively, of total loans past due
more than ninety days. At June 30, 1999, management reviewed the
allowance for loan losses in relation to the Company's
performance with past collections and chargeoffs, management's
experience with the loan portfolio, and observations of the
general economic climate and loan loss expectations. From this
review and analysis, and based on management's experience and
judgment in managing the loan portfolio, it was determined that
the allowance for loan losses needed to be $230,000, and
therefore, a $45,000 provision was recorded for the quarter
ended June 30, 1999.
<PAGE>
<PAGE>
Non-interest income increased $141,000 from $316,000 for the six
months ended June 30, 1998 to $457,000 for the six months ended
June 30, 1999 and increased by $108,000 for the three months
ended June 30, 1999 as compared to the three months ended June
30, 1998. For the six months ended June 30, 1999, loan fees and
service charges amounted to $132,000 as compared to $108,000 for
the six months ended June 30, 1998, and amounted to $72,000 for
the three months ended June 30, 1999 as compared to $46,000 for
the three months ended June 30, 1998. Gain on the sale of
fixed-rate mortgage loans to the FHLMC recognized for the six
months ended June 30, 1998 was $131,000 as compared to $268,000
for the six months ended June 30, 1999, and was $54,000 for the
three months ended June 30, 1998 as compared to $142,000 for the
three months ended June 30, 1999. The increases in gains on sale
of loans and loan fees and service charges reflect increased
loan servicing volume during the 1999 periods. Insurance
commissions and fees were $37,000 for the six months ended June
30, 1999 as compared to $44,000 for the six months ended June
30, 1998 and was $18,000 for the three months ended June 30,
1999 as compared to $27,000 for the three months ended June 30,
1998.
Non-interest expense increased $67,000 from the six months ended
June 30, 1998 compared to the six months ended June 30, 1999,
and $46,000 from $717,000 for the three months ended June 30,
1998 to $763,000 for the three months ended June 30, 1999.
Compensation and employee benefits decreased $4,000 from
$884,000 for the six months ended June 30, 1998 to $880,000 for
the six months ended June 30, 1999, and increased $12,000 from
$432,000 for the three months ended June 30, 1998 to $444,000
for the three months ended June 30, 1999. The increase for the
three month-period was a direct result of normal salary and wage
increase. Deposit insurance premiums remained constant from the
three and six month periods ended June 30, 1999 and 1998. Data
processing increased $19,000 from $136,000 for the six months
ended June 30, 1998 to $155,000 for the six months ended June
30, 1999. Of the six month increase in data processing, $11,000
came in the three months ending June 30, 1999. Other expense
increased $32,000 from $239,000 for the six months ended June
30, 1998 to $271,000 for the six months ended June 30, 1999 and
increased $20,000 from $115,000 for the three months ended
June 30, 1998 to $135,000 for the three months ended June 30,
1999.
Other comprehensive income is composed of net unrealized gains
and losses on securities classified as available for sale in
accordance with SFAS No. 115. For the six months ending June 30,
1998 and 1999, the Company reported net unrealized gain (losses)
on securities, net of tax benefits, of $(66,000) and $(183,000),
respectively. These amounts were $(15,000) and $(182,000) for
the three months ended June 30, 1998 and 1999, respectively.
LIQUIDITY AND CAPITAL RESOURCES. The Company's primary sources
of funds are deposits and proceeds from principal and interest
payments on loans. While maturities and scheduled amortization
of loans are a predictable source of funds, deposit flows and
mortgage prepayments are greatly influenced by general interest
rates, economic conditions and competition. The Company's
primary investing activity is loan originations. The Company
maintains liquidity levels adequate to fund loan commitments,
investment opportunities, deposit withdrawals and other
financial commitments. At June 30, 1999, there were no material
commitments for capital expenditures and the Company had
unfunded loan commitments of approximately $1.3 million.
<PAGE>
<PAGE>
At June 30, 1999, management had no knowledge of any trends,
events or uncertainties that will have or are reasonably likely
to have material effects on the liquidity, capital resources or
operations of the Company. Further at June 30, 1999, management
was not aware of any current recommendations by the regulatory
authorities which, if implemented, would have such an effect.
The Savings Bank exceeded all of its capital requirements at
June 30, 1999.
Year 2000 Considerations. A great deal of information has been
disseminated about the global computer crash that may occur in
the year 2000. Many computer programs than can only distinguish
the final two digits of the year entered (a common programming
practice in earlier years) are expected to read entries for the
year 2000 as the year 1900 and compute payment, interest or
delinquency based on the wrong date or are expected to be unable
to compute payment, interest or delinquency. Rapid and accurate
data processing is essential to the operations of the Company.
Data processing is also essential to most other financial
institutions and other companies.
In 1997, a committee was formed to prepare the Company for the
Year 2000 readiness. Since that time, the committee has reviewed
all date-sensitive equipment which included personal computers,
security, ATMs, other critical systems and the service bureau
that provides data processing to the Company. All of the
Company's hardware and software has been tested for Year 2000
compliance. The personal computers that were found to be
noncompliant were replaced with Y2K computers. The service
bureau expects to resolve any potential Y2K issues by the end of
July, thus allowing time to further monitor for Year 2000
compliance. All phases of application software testing with the
service bureau has been completed satisfactorily.
The Company projected a budget for Y2K expenses early in 1998 to
be approximately $310,000. It is anticipated that this
projection will be sufficient unless an unexpected need arises.
Through June 30, 1999, the Company has spent approximately
$229,000 on Y2K remediation efforts.
The contingency resumption plan is designed to be implemented
immediately should a disruption of service occur in the Year
2000. The management of the Bank believes the plan could be
implemented without any potential losses to the Bank.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
From time to time, the Company and any subsidiaries may be a
party to various legal proceedings incident to its or their
business. At June 30, 1999, there were no legal proceedings to
which the Company or any subsidiary was a party, or to which of
any of their property was subject, which were expected by
management to result in a material loss.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
On May 21, 1999, the registrant held its annual
meeting of stockholders. At the meeting, the following
directors were elected by the stockholders.
<TABLE>
<CAPTION>
Votes
------------------- Broker
For Withheld Abstentions Non-Votes Term
--- -------- ----------- --------- ----
<S> <C> <C> <C> <C> <C>
Thad Bowers 1,019,528 337 - - 3 years
Sid Oakley 1,019,528 337 - - 3 years
John Vann 1,019,528 337 - - 2 years
</TABLE>
The terms of office of Directors Paul R. Wohlford and
William C. Burriss, Jr. continued after the annual
meeting.
Item 5. Other Information
-----------------
None
<PAGE>
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
The following exhibits are filed as a part of this
report:
3.1(1) Charter of Twin City Bancorp, Inc.
3.2(1) Bylaws of Twin City Bancorp, Inc.
4(1) Form of Common Stock Certificate
10.1(1),(2) Twin City Bancorp, Inc. Incentive Compensation
Plan, as amended
10.2(1) Twin City Bancorp, Inc. Deffered Compensation
Plan
10.3(3) Employment Agreements between Twin City
Bancorp, Inc. and Twin City Federal Savings
Bank and Thad R. Bowers
10.4(3) Severance Agreements between Twin City Bancorp,
Inc. and Twin City Federal Savings Bank and
Brenda N. Baer, Judith O. Bowers, Robert C.
Glover, Michael H. Phipps, Joyce C. Rouse and
John M. Wolford
10.5(1) Twin City Federal Savings Bank Supplemental
Executive Retirement Agreement
10.6(3) Twin City Bancorp, Inc. 1995 Stock Option and
Incentive Plan
10.7(3) Twin City Bancorp, Inc. Management Recognition
Plan
27 Financial Data Schedule
The Company did not file a current report on Form 8-K during the
quarter covered by this report.
______________
(1) Incorporated by reference to Company's Registration
Statement on Form S-1 No. 33-84196
(2) Incorporated by reference to Company's Quarterly Report on
Form 10-QSB for the fiscal quarter ended September 30,
1995
(3) Incorporated by reference to Company's Quarterly Report on
Form 10-QSB for the fiscal quarter ended March 31, 1995
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Date: August 13, 1999 By /s/ Thad R. Bowers
-----------------------------
Thad R. Bowers
President and Chief Executive Officer
(Duly Authorized Representative and
Principal Executive and Financial
Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
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