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Previous: AEGIS CONSUMER FUNDING GROUP INC, 10-Q/A, 1996-12-31 |
Next: COMMUNITY FINANCIAL CORP /IL/, 8-K, 1996-12-31 |
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K AMENDED
Pursuant to Section 13 of 15 (d) of
the Securities Exchange Act of 1934
NOVEMBER 1, 1996
(Earliest Event Reported)
ISB FINANCIAL CORPORATION
(Exact Name of Registrant as
Specified in its Charter)
<TABLE>
<S> <C> <C>
LOUSISIANA 0-25756 72-1280718
(State or orther jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification number)
</TABLE>
1101 EAST ADMIRAL DOYLE DRIVE
NEW IBERIA, LOUISIANA 70560
(Address of principal executive office)
(318) - 365 - 2361
(Registrant's telephone number, including area code)
<PAGE>
ITEM 2. ACQUISITION OF ASSETS
On October 18, 1996, ISB Financial Corporation completed its acquisition of
Jefferson Bancorp, Inc. and its subsidiary, Jefferson Federal Savings Bank of
Gretna, Louisiana. Jefferson Federal Savings Bank will continue to operate as a
subsidiary of ISB Financial Corporation under the name of Jefferson Bank.
Jefferson Bancorp, Inc. shareholders received $23.00 in cash for each share
of common stock owned. In completing the acquisition, ISB Financial Corporation
paid $47.0 million in cash to Jefferson Bancorp, Inc. shareholders.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a) Financial Statements of Business Acquired.
Consolidated Balance Sheet as of September 30, 1996
Consolidated Statement of Income For The Nine Months Ended
September 30, 1996.
b) Pro Forma Financial Information
Pro Forma Combining Balance Sheet As Of September 30, 1996.
Pro Forma Combining Statement of Income For The Nine Months
Ended September 30, 1996.
Notes to Pro Forma Combining Balance Sheet And Combining
Statement of Income.
<PAGE>
SIGNATURE
Pursuant to the reuqirements of the Securities Exchange Act of 1934,
as amended, Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ISB FINANCIAL CORPORATION
Dated: December 27, 1996 By: /s/ William M. Lahasky
--------------------------
William M. Lahasky
Vice President & Chief Financial Officer
<PAGE>
JEFFERSON BANCORP, INC.
Consolidated Balance Sheet
As of September 30, 1996
(Dollars in Thousands)
<TABLE>
<S> <C>
ASSETS
Cash and Cash Equivalents:
Cash on Hand and Due from Banks $ 2,089
Interest Bearing Deposits 12,755
Investment Securities:
Held to Maturity 62,977
Available for Sale, at market value 0
Mortgage-Backed Securities Held to Maturity 114,475
Loans Receivable, Net 64,208
Real Estate Owned 0
Premises and Equipment, Net 2,356
Federal Home Loan Bank Stock, at Cost 1,631
Accrued Interest Receivable, Net 2,073
Other Assets 1,306
Goodwill 0
--------
Total Assets $263,870
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $224,333
Federal Home Loan Bank Advances 0
Accrued Interest Payable on Deposits 101
Advance Payments by Borrowers for Taxes and Insurance 711
Other Liabilities 3,131
--------
Total Liabilities 228,276
--------
Stockholders' Equity:
Preferred Stock 0
Common Stock 22
Paid in Capital 18,768
Retained Earnings 18,204
Unearned Common Stock Held by ESOP (684)
Unearned Common Stock Held by MRP Trust (716)
Treasury Stock 0
--------
Total Stockholders' Equity 35,594
Total Liabilities and Stockholders' Equity $263,870
--------
--------
</TABLE>
<PAGE>
JEFFERSON BANCORP, INC.
Consolidated Statement of Income
For The Nine Months Ended September 30, 1996
(Dollars in Thousands)
<TABLE>
<S> <C>
Interest Income:
Loans $ 3,813
Investment Securities Available for Sale 0
Investment Securities Held to Maturity 3,427
Mortgage-Backed Securities Held to Maturity 5,394
Interest-Bearing Deposits 295
-------
Total Interest Income 12,929
-------
Interest Expense:
Deposits 6,583
Federal Home Loan Bank Advances 0
-------
Total Interest Expense 6,583
-------
Net Interest Income 6,346
Provision for Loan Losses (20)
-------
Net Interest Income After Provision for Loan Losses 6,366
-------
Noninterest Income:
Service Charges on Deposit Accounts 680
Late Charges and Other Fees on Loans 38
Dividends on FHLB Stock 69
Other Income 90
-------
Total Noninterest Income 877
-------
Noninterest Expense:
Salaries and Employee Benefits 2,580
SAIF Deposit Insurance Premium 395
SAIF Special Assessment 1,483
Depreciation Expense 165
Occupancy Expense 184
Net Costs (Income) of Other Real Estate (18)
Amortization of Goodwill 0
Other 1,286
-------
Total Noninterest Expense 6,075
-------
Income (Loss) Before Income Taxes 1,168
Income Taxes (Benefit) 234
-------
Net Income (Loss) $ 934
-------
-------
</TABLE>
<PAGE>
ISB FINANCIAL CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Combining Balance Sheet
As Of September 30, 1996
(Dollars in Thousands)
<TABLE>
<CAPTION>
ISB Financial Jefferson Pro Forma Pro Forma
Corporation Bancorp, Inc. Adjustments Combined
------------- ------------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
Cash and Cash Equivalents:
Cash on Hand and Due from Banks $ 8,489 $ 2,089 $ 10,578
Interest Bearing Deposits 41,733 12,755 (28,524) a 25,964
Investment Securities:
Held to Maturity 2,215 62,977 178 c 2,215
(63,155) e
Available for Sale, at market value 60,177 0 (12,171) a 111,161
63,155 e
Trading Account Securities, at market value 2,722 0 (2,381) b 341
Mortgage-Backed Securities Held to Maturity 50,287 114,475 (7,702) a 156,783
(277) d
Loans Receivable, Net 490,738 64,208 554,946
Real Estate Owned 938 0 938
Premises and Equipment, Net 12,361 2,356 14,717
Federal Home Loan Bank Stock, at Cost 4,116 1,631 5,747
Accrued Interest Receivable, Net 4,349 2,073 6,422
Other Assets 4,389 1,306 5,695
Goodwill 3,313 0 15,283 f 18,596
-------- -------- -------- --------
Total Assets $685,827 $263,870 $(35,594) $914,103
-------- -------- -------- --------
-------- -------- -------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $517,146 $224,333 $741,479
Federal Home Loan Bank Advances 47,995 0 47,995
Accrued Interest Payable on Deposits 708 101 809
Advance Payments by Borrowers for Taxes and Insurance 1,303 711 2,014
Other Liabilities 6,361 3,131 9,492
-------- -------- --------
Total Liabilities 573,513 228,276 801,789
-------- -------- --------
Stockholders' Equity:
Preferred Stock 0 0 0
Common Stock 7,381 22 (22) g 7,381
Paid in Capital 65,600 18,768 (18,768) g 65,600
Retained Earnings 53,333 18,204 (18,204) g 53,333
Unearned Common Stock Held by ESOP (4,791) (684) 684 g (4,791)
Unearned Common Stock Held by MRP Trust (4,564) (716) 716 g (4,564)
Treasury Stock (4,859) 0 (4,859)
Net Unrealized Gain on Securities 214 0 214
-------- -------- -------- --------
Total Stockholders' Equity 112,314 35,594 (35,594) 112,314
-------- -------- -------- --------
Total Liabilities and Stockholders' Equity $685,827 $263,870 $(35,594) $914,103
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
<PAGE>
ISB FINANCIAL CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Combining Statement of Income
For The Nine Months Ended September 30, 1996
(Dollars in Thousands)
<TABLE>
<CAPTION>
ISB Financial Jefferson Pro Forma Pro Forma
Corporation Bancorp, Inc. Adjustments Combined
------------- ------------- ----------- ---------
<S> <C> <C> <C> <C>
Interest Income:
Loans $ 28,587 $ 3,813 $ 32,400
Investment Securities Available for Sale 3,149 0 (556) h 2,593
Investment Securities Held to Maturity 62 3,427 3,489
Mortgage-Backed Securities Held to Maturity 2,440 5,394 (371) i 7,463
Interest-Bearing Deposits 2,434 295 (1,193) j 1,536
--------- ------- ------- ---------
Total Interest Income 36,672 12,929 (2,120) 47,481
--------- ------- ------- ---------
Interest Expense:
Deposits 16,386 6,583 22,969
Federal Home Loan Bank Advances 2,331 0 2,331
--------- ------- ------- ---------
Total Interest Expense 18,717 6,583 0 25,300
--------- ------- ------- ---------
Net Interest Income 17,955 6,346 (2,120) 22,181
Provision for Loan Losses 44 (20) 24
--------- ------- ------- ---------
Net Interest Income After Provision for Loan Losses 17,911 6,366 (2,120) 22,157
--------- ------- ------- ---------
Noninterest Income:
Service Charges on Deposit Accounts 1,336 680 2,016
Late Charges and Other Fees on Loans 542 38 580
Dividends on FHLB Stock 174 69 243
Other Income 640 90 730
--------- ------- ------- ---------
Total Noninterest Income 2,692 877 0 3,569
--------- ------- ------- ---------
Noninterest Expense:
Salaries and Employee Benefits 5,870 2,580 8,450
SAIF Deposit Insurance Premium 767 395 1,162
SAIF Special Assessment 2,894 1,483 4,377
Depreciation Expense 708 165 873
Occupancy Expense 825 184 1,009
Net Costs (Income) of Other Real Estate 38 (18) 20
Amortization of Goodwill 98 0 1,343 k 1,441
Other 3,935 1,286 5,221
--------- ------- ------- ---------
Total Noninterest Expense 15,135 6,075 1,343 22,553
--------- ------- ------- ---------
Income (Loss) Before Income Taxes 5,468 1,168 (3,463) 3,173
Income Taxes (Benefit) 2,028 234 (806) l 1,456
--------- ------- ------- ---------
Net Income (Loss) $3,440 $934 ($2,657) $1,717
--------- ------- ------- ---------
--------- ------- ------- ---------
Net Income (Loss) per Common Share $0.50 $0.26
----- -----
----- -----
Weighted Average Shares Outstanding 6,649,352 6,649,352
--------- ------- ------- ---------
--------- ------- ------- ---------
</TABLE>
<PAGE>
ISB FINANCIAL CORPORATION AND SUBSIDIARIES
Notes To Pro Forma Combining Balance Sheet And
Combining Statement of Income
a) The consideration paid to purchase the outstanding shares of
Jefferson Bancorp, Inc. by ISB Financial Corporation was in the form of
cash. Investment securities available for sale and mortgage-backed
securities were liquidated to to provide $19.9 million of the $47.0
million of cash required to purchase Jefferson Bancorp's outstanding
common stock. The remainder of the consideration of $27.2 million came
from interest bearing deposits. In addition, $1.4 million of interest
bearing deposits were used to fund expenses of the acquisition
transaction.
b) ISB Financial Corporation previously owned 105,000 shares of
Jefferson Bancorp, Inc. common stock. These shares were effectively
canceled when the transaction was completed.
c) Investment securities held to maturity were valued at fair market
value as of the date of the transaction.
d) Mortgage-backed securities were valued at fair market value as of the
date of the transaction.
e) Investment securities held to maturity were reclassified as
investment securities available for sale.
f) Intangibles representing the purchase price over net assets acquired
of approximately $15.3 million were recorded. A portion of the
intangibles represents core deposit intangibles and the remainder
represents goodwill.
g) The equity section of Jefferson Bancorp, Inc. was eliminated as this
transaction was accounted for using the purchase method.
h) Reflects the elimination of interest income on interest bearing
deposits based on an average yield of 5.56% for the nine months ended
September 30, 1996.
i) Reflects the elimination of interest income on investments available
for sale based on an average yield of 6.09% for the nine months ended
September 30, 1996.
j) Reflects the elimination of interest income on mortgage-backed
securities based on an average yield of 6.43% for the nine months ended
September 30, 1996.
k) Reflects the amortization of core deposit intangibles and goodwill.
Core deposit intangibles are amortized over 8 years using the sum of the
quarters digits method and goodwill is amortized over 25 years using
the straight line method.
l) Reflects the income tax benefit due to reduced net interest income.
An effective tax rate of 38% was used. The amortization of core deposit
intangibles and goodwill are not deductible for tax purposes.
<PAGE>
SIGNATURE
Pursuant to the reuqirements of the Securities Exchange Act of 1934,
as amended, Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ISB FINANCIAL CORPORATION
Dated: December 27, 1996 By: /s/ William M. Lahasky
--------------------------
William M. Lahasky
Vice President & Chief Financial Officer
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