1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-25808
GREAT AMERICAN BANCORP, INC.
Delaware 52-1923366
State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
1311 S. Neil St., P.O. Box 1010, Champaign, IL 61824-1010
(Address of principal executive offices) (Zip Code)
(217) 356-2265
(Registrant's telephone number, including area code)
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 filing
requirements for the past 90 days.
(1) [X] Yes [ ] No
(2) [X] Yes [ ] No
As of April 30, 1996 the Registrant had 2,052,750 shares of
Common Stock outstanding.
Table of Contents
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
Consolidated Income Statements
Consolidated Statements of Cash Flows
Item 2. Management's Discussion and Analysis or
Plan of Operation
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security
Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
<TABLE>
Great American Bancorp, Inc. and Subsidiary
Consolidated Balance Sheets
As of March 31, 1996 and December 31, 1995
(unaudited, in thousands)
<CAPTION>
Mar 31 Dec 31
1996 1995
-------- --------
<S> <C> <C>
ASSETS
Cash $ 9,689 8,402
Cash equivalents 16,427 16,635
-------- --------
Total cash and cash equivalents 26,116 25,037
-------- --------
Securities:
Held to maturity (estimated
fair value $1,403 and $403) 1,400 400
Available for sale 5,841 5,859
Loans 78,204 77,676
Allowance for loan losses (292) (267)
-------- --------
Net loans 77,912 77,409
-------- --------
Federal Home Loan Bank stock 454 483
Premises and equipment 7,227 7,257
Investment in joint venture 115 100
Income tax refunds receivable 29 --
Accrued interest income:
Loans 847 803
Investments 103 100
Other assets 496 258
-------- --------
Total assets $ 120,540 117,706
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $ 86,154 81,918
Accounts payable and
accrued expenses 1,037 1,012
Deferred income taxes 137 144
-------- --------
Total liabilities 87,328 83,074
-------- --------
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value
Authorized and unissued
-- 1,000,000 shares -- --
Common stock, $.01 par value
Authorized -- 7,000,000 shares
Issued -- 2,052,750 shares
Outstanding -- 1,849,562 shares 21 21
Paid-in-capital 19,374 19,381
Retained earnings 16,356 16,719
-------- --------
35,751 36,121
-------- --------
Less:
Unrealized loss on securities
available for sale,
net of income tax effect (94) (83)
Unearned employee stock
ownership plan shares (1,339) (1,406)
Unearned compensation -
incentive plan (1,106) --
-------- --------
(2,539) (1,489)
-------- --------
Total stockholders' equity 33,212 34,632
-------- --------
Total liabilities and
stockholders' equity $ 120,540 117,706
======== ========
See notes to consolidated financial statements.
</TABLE>
<TABLE>
Great American Bancorp, Inc. and Subsidiary
Consolidated Income Statements
For the Three Months Ended March 31, 1996 and 1995
(unaudited, in thousands except share data)
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Interest income:
Loans
Mortgage $ 1,252 1,238
Consumer and other loans 426 372
Securities and certificates
of deposit 399 234
-------- --------
2,077 1,844
-------- --------
Interest expense:
Deposits 741 700
FHLB advances -- 39
Other 7 7
-------- --------
748 746
-------- --------
Net interest income 1,329 1,098
Provision for loan losses 50 33
-------- --------
Net interest income
after provision
for loan losses 1,279 1,065
-------- --------
Noninterest income:
Income from joint venture 15 12
Commissions 9 26
Net gain on sale of loans 19 --
Net gain on mortgage servicing 17 --
Service charges -- loans 3 11
Service charges -- deposits 87 98
Other 15 12
-------- --------
165 159
-------- --------
Noninterest expense:
Compensation and employee benefits 610 495
Occupancy expense 169 179
Data processing 49 50
Insurance of accounts 60 58
Professional fees 60 17
Other 190 167
-------- --------
1,138 966
-------- --------
Income before income taxes 306 258
Income taxes 134 102
-------- --------
Net income $ 172 156
======== ========
Earnings per share:
Assuming no dilution
Net income $ 0.09 N/A
Weighted average number ======== ========
of shares 1,900,366 N/A
======== ========
Assuming full dilution:
Net income $ 0.08 N/A
Weighted average number ======== ========
of shares 2,056,260 N/A
======== ========
See notes to consolidated financial statements.
</TABLE>
<TABLE>
Great American Bancorp, Inc. and Subsidiary
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 1996 and 1995
(unaudited, in thousands)
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 172 156
Adjustments to reconcile net
income to net cash provided
by operating activities:
Amortization of deferred
loan fees (4) (6)
Amortization of discount
on securities, net -- (12)
Employee stock ownership
plan compensation expense 95 --
Incentive plan expense 44 --
Provision for loan losses 50 33
Net gain on sale of loans (19) --
Depreciation 90 88
Income from joint venture (15) (12)
Change in assets and
liabilities:
(Increase) decrease in
interest receivable (47) 3
(Increase) decrease in
income tax refunds
receivable (29) (104)
(Increase) decrease in
other assets (238) (257)
(Decrease) increase in
accounts payable and
accrued expenses 25 80
-------- --------
Net cash provided by
(used in) operating
activities 124 (31)
-------- --------
Cash flows from investing activities:
Loan originations, net of
principal payments on loans (2,834) (98)
Proceeds from sales of loans 2,304 --
Purchase of securities held
to maturity (1,000) --
Proceeds from matured securities
held to maturity -- 1,000
Proceeds from matured CDs -- 2,000
Distribution from joint venture -- 18
Purchase of premises and equipment (60) (255)
Proceeds from the sale of
FHLB stock 29 --
-------- --------
Net cash provided by
(used in) investing
activities (1,561) 2,665
-------- --------
Cash flows from financing
activities:
Purchase of stock for
incentive plan (1,185) --
Dividends paid (535) --
Net increase (decrease) in
demand deposits, NOW
accounts and passbook
savings accounts 1,675 (617)
Net increase (decrease) in
time deposits 2,561 925
Repayment of FHLB advance -- (2,000)
-------- --------
Net cash provided by
(used in) financing
activities 2,516 (1,692)
-------- --------
Net increase (decrease) in cash
and cash equivalents 1,079 942
Cash and cash equivalents,
beginning of year 25,037 9,067
-------- --------
Cash and cash equivalents,
end of year $ 26,116 10,009
======== ========
Supplemental disclosures:
Cash paid for:
Interest $ 795 726
======== ========
Income taxes, net of refunds $ 251 223
======== ========
Decrease (increase) in gross
unrealized loss on
securities available for sale $ 18 (94)
======== ========
Increase (decrease) in deferred
income taxes attributable to
the unrealized loss on
securities available for sale $ 7 (38)
======== ========
See notes to consolidated financial statements.
</TABLE>
Great American Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements
1. Background Information
Great American Bancorp, Inc. (the "Company") was incorporated
on February 23, 1995 and on June 30, 1995 acquired all of the
outstanding shares of common stock of First Federal Savings Bank
of Champaign-Urbana, (the "Bank") upon the Bank's conversion
from a federally chartered mutual savings bank to a federally
chartered stock savings bank. The Company purchased 100% of the
outstanding capital stock of the Bank using 50% of the net
proceeds from the Company's initial stock offering which was
completed on June 30, 1995. The Company sold 2,052,750 shares
of common stock in the initial offering at $10 per share,
including 164,220 shares purchased by the Bank's Employee Stock
Ownership Plan ("ESOP"). The Company began trading on the
NASDAQ Stock Market on June 30, 1995 under the symbol "GTPS".
In November, 1995, the Company's Board of Directors voted to
change the Company's fiscal year end from September 30 to
December 31, beginning with December 31, 1995.
2. Statement of Information Furnished
The accompanying unaudited consolidated financial statements
have been prepared in accordance with Form 10-QSB instructions
and Item 310(b) of Regulation S-B, and in the opinion of
management contain all adjustments necessary to present fairly
the financial position as of March 31, 1996 and December 31,
1995, the results of operations for the three months ended March
31, 1996 and 1995, and the cash flows for the three months ended
March 31, 1996 and 1995. All adjustments to the financial
statements were normal and recurring in nature. These results
have been determined on the basis of generally accepted
accounting principles. The results of operations for the three
months ended March 31, 1996 are not necessarily indicative of
the results to be expected for the entire fiscal year.
The consolidated financial statements are those of the Company
and the Bank. These consolidated financial statements should be
read in conjunction with the audited financial statements and
notes thereto included in the Company's 1995 Annual Report to
Shareholders.
PART I -- Item 2.
GREAT AMERICAN BANCORP, INC.
Management's Discussion and Analysis
or Plan of Operation
Great American Bancorp, Inc. (the "Company") is the holding
company for First Federal Savings Bank of Champaign-Urbana (the
"Bank"). The Bank operates a wholly owned subsidiary, Park
Avenue Service Corporation which engages in the sale of
fixed-rate, tax deferred annuities and real estate development
ventures.
Financial Condition
Total assets increased from $117,706,000 at December 31, 1995 to
$120,540,000 at March 31, 1996, an increase of $2,834,000 or
2.4%. The increase was primarily attributable to an increase in
cash and cash equivalents, securities held to maturity, and net
loans. Cash and cash equivalents increased from $25,037,000 at
December 31, 1995 to $26,116,000 at March 31, 1996, an increase
of $1,079,000 or 4.3%, while securities held to maturity
increased by $1,000,000, from $400,000 to $1,400,000. The
growth in cash and cash equivalents and securities held to
maturity was funded by an increase in demand and time deposits.
Net loans increased by $503,000, or .7% from $77,409,000 at
December 31, 1995 to $77,912,000 at March 31, 1996, due mainly
to an increase in consumer loans. This increase is attributable
to continuing management strategies designed to promote consumer
loans, such as special loan promotions and increased
advertising.
Total deposits increased $4,236,000 or 5.2% from $81,918,000 at
December 31, 1995 to $86,154,000 at March 31, 1996. This growth
was in both short-term and long-term deposits. Demand deposits,
NOW accounts, and passbook savings accounts increased by
$1,675,000, or 4.2% from December 31, 1995 to March 31, 1996
while time deposits increased by $2,561,000, or 6.1% over the
same three month period. The increase in deposits was mainly
due to growth in new customer accounts as a result of special
promotions and advertising.
Total stockholders' equity decreased $1,420,000 from December
31, 1995 to March 31, 1996. The decrease is summarized as
follows (in thousands):
Stockholders' equity, December 31, 1995 $ 34,632
Net income 172
Dividends paid (535)
Unearned compensation - incentive plan (1,185)
Incentive plan shares allocated 44
ESOP shares allocated 95
Increase in unrealized loss on securities
available for sale, net of income
tax effect (11)
------
Stockholders' equity, March 31, 1996 $ 33,212
======
Results of Operations
Comparison of Three Month Period Ended March 31, 1996 and 1995
Net income was $172,000 for the three months ended March 31,
1996 compared to $156,000 for the three months ended March 31,
1995. This represents a $16,000 or 10.3% increase. Earnings
per share, assuming no dilution, were $0.09 for the three months
ended March 31, 1996, and fully diluted earnings per share were
$.08. The increase in earnings is primarily attributable to
higher interest income, offset by increases in both the
provision for loan losses and other expenses.
Interest income increased by $233,000 or 12.6% from $1,844,000
for the three months ended March 31, 1995 to $2,077,000 for the
same period in 1996. Interest income on loans for the three
months ended March 31, 1996 was $68,000 or 4.2% greater than the
same period in 1995, while interest income on securities and
certificates of deposit for the three months ended March 31,
1996 was $165,000 higher than that experienced in the same
period in 1995, representing a 70.5% increase.
The increase in interest income on loans was due to higher
average balances in 1996 and higher overall loan yields. The
average total loan balance for the quarter ended March 31, 1996
was $77,602,000 compared to $76,667,000 for the same quarter in
1995, an increase of $935,000, or 1.2%. The majority of this
increase was in consumer loans, offset by a decrease in
commercial loans. The average balance of consumer loans was
$1,675,000, or 21.0% higher for the three months ended March 31,
1996 as compared to the same quarter ended March 31, 1995. The
growth in consumer loans was primarily due to special loan
promotions held throughout 1995 and in the first quarter of
1996. The average balance of commercial loans was $597,000, or
7.4% lower in the quarter ended March 31, 1996 compared to the
same quarter in 1995. This decline was due to commercial loan
payoffs exceeding commercial loan originations.
The average yield on loans was 8.65% for the quarter ended March
31, 1996 compared to 8.37% for the same quarter in 1995. The
higher yield for 1996 was mainly due to the increase in consumer
loans which tend to have higher interest rates than mortgage or
commercial loans. The yield on loans increased despite a
general decline in market interest rates during 1995 and early
1996. For example, the prime rate reached a high of 9.0% in
February of 1995, then declined to 8.25% by February, 1996. The
average prime rate was 8.82% during the quarter ended March 31,
1995, compared to 8.34% during the quarter ended March 31, 1996.
The increase in interest income on securities and certificates
of deposit was mainly due to interest income generated on the
investment of proceeds from the Company's initial stock offering
in connection with the conversion of the Bank. The majority of
these funds were invested in short-term securities. The average
balance of securities and certificates of deposit, which
includes interest earning cash equivalents, increased by
$12,773,000, from $16,656,000 for the three months ended March
31, 1995 to $29,429,000 for the three months ended March 31,
1996. The average yield on securities and certificates of
deposit, however, decreased from 5.63% for the quarter ended
March 31, 1995 to 5.41% for the quarter ended March 31, 1996 due
mainly to the decrease in market interest rates.
Interest expense remained relatively stable, increasing by
$2,000, or .3%, from $746,000 for the quarter ended March 31,
1995 to $748,000 for the same quarter in 1996 due to an increase
in interest expense on deposits, offset by a reduction in
interest expense on FHLB advances. Interest expense on deposits
was $741,000 for the quarter ended March 31, 1996 versus
$700,000 for the quarter ended March 31, 1995, an increase of
$41,000, or 5.9%. Interest expense was higher in 1996 due to a
shift in the mix of deposits from interest-bearing demand
accounts to higher rate, longer-term certificates of deposits.
Certificates of deposit greater than $100,000 which tend to have
higher interest rates than lower balance certificates, were also
higher in 1996. The rate on deposits increased from 3.46% for
the quarter ended March 31, 1995 to 3.60% for the same quarter
in 1996. The reduction in interest expense on FHLB advances
from $39,000 for the quarter ended March 31, 1995 to zero for
the same quarter in 1996 reflects the repayment of FHLB advances
in March, 1995.
Net interest income was $231,000 or 21.0% higher in the three
months ended March 31, 1996 compared to the same period in 1995.
Net interest income as a percent of average interest earning
assets was 4.99% for the quarter ended March 31, 1996 versus
4.74% for the quarter ended March 31, 1995. The spread between
the yield on interest earning assets and the rate on interest
bearing liabilities was 4.15% and 4.42% for the quarters ended
March 31, 1996 and 1995, respectively.
The provision for loan losses for the quarter ended March 31,
1996, was $50,000, compared to $33,000 for the quarter ended
March 31, 1995. The increase represents a decision by
management to increase the allowance for loan losses as a result
of an increase in non-performing loans and increased charge-off
activity occurring in late 1995 and in 1996. Non-performing
loans, which are loans past due 90 days or more and nonaccruing
loans, totaled $548,000 at March 31, 1996 compared to $123,000
at March 31, 1995. The increase of $425,000 primarily relates
to two borrowers with unsecured consumer loans totaling
$330,000. Three of these loans, with an aggregate principal
balance of $180,000 as of March 31, 1996, became 90 days past
due in January, 1996 and were all placed on nonaccrual status in
February, 1996. As of March 31, 1996, the accrued interest on
such loans totaled $9,000. The Bank is attempting to sell these
loans to a third party, and if the sale is consummated, the Bank
may incur a loss on the sale of such loans of approximately
$80,000. The other consumer loan had a principal balance of
$150,000 as of March 31, 1996 and became 90 days past due in
March, 1996. As of March 31, 1996, the accrued interest on this
loan totaled $19,000. The Bank is attempting to negotiate the
repayment of such loan and the borrower is currently seeking
alternative financing to repay the loan. In the event the Bank
is unable to negotiate the sale of such loans or workout an
acceptable repayment schedule with the other borrower, the Bank
may incur a charge-off of the balance of such loans and any
accrued interest. Additionally, although such loans are
personally guaranteed by the borrowers, no assurances can be
made that the Bank will be successful in collecting upon a final
judgment, if any, against such borrowers. The remaining
difference in non-performing loans is attributable to past due
residential mortgage loans, which are all adequately secured.
The charge-offs in 1996 were comprised of two consumer loans and
one commercial loan and totaled $25,000. This compares to net
recoveries of $8,000 in the first quarter of 1995. The ratios
of the Company's allowance for loan losses to total loans and
allowance for loan losses to nonperforming loans were .37% and
53.28%, respectively, at March 31, 1996, as compared to .34% and
217.1%, respectively, at March 31, 1995.
Noninterest income totaled $165,000 for the period ended March
31, 1996, compared to $159,000 for the same period in 1995, a
difference of $6,000, or 3.8%. The increase in noninterest
income was due primarily to gains on the sale of mortgage loans
and gains recorded due to the Bank's adoption of Statement of
Financial Accounting Standards No. 122 "Accounting for Mortgage
Servicing Rights" ("SFAS No. 122"), which were offset by a
decrease in commissions from tax deferred annuity sales and a
decrease in service charges. Due to declining interest rates,
the Company sold $2,285,000 in one- to four-family mortgage
loans in the first quarter of 1995, recording gains of $19,000.
There were no sales of mortgage loans in the first quarter of
1995. The $17,000 net gain on mortgage servicing relates to the
adoption of SFAS No. 122 which requires rights to service
mortgage loans for others be recorded as an asset. The company
adopted SFAS No. 122 on January 1, 1996. The decrease in
commissions of $17,000 was due to reduced sales of tax-deferred
annuities as other long-term savings rates have become more
attractive and also the recent growth in the stock market has
attracted investors. The decline in service charges on loans of
$8,000 was due to lower loan application fees and late charge
fees, while the reduction in service charges on deposits of
$11,000 was due mainly to lower overdraft fees.
Noninterest expense was $1,138,000 for the quarter ended March
31, 1996, compared to $966,000 for the same quarter in 1995, a
difference of $172,000, or 17.8%. Compensation and employee
benefits expense was $115,000 higher in 1996 due to compensation
expense recorded for stock based benefit plans which were
implemented subsequent to the quarter ended March 31, 1995. The
increase in professional fees and other noninterest expense of
$43,000 and $23,000, respectively, was due to increased
marketing expenses and professional fees and other costs
incurred in connection with the Company becoming a public
company in June, 1995, including costs associated with the
annual meeting of stockholders held on February 14, 1996.
Total income taxes increased from $102,000 for the quarter ended
March 31, 1995 to $134,000 for the same quarter in 1996, an
increase of $32,000, or 31.4%. Income taxes increased in 1996
due to greater earnings plus an increase in nondeductible
expenses, primarily expenses associated with the stock based
benefit plans. The effective tax rates for the three months
ended March 31, 1996 and 1995, were 43.79% and 39.53%,
respectively.
Liquidity and Capital Resources
The Bank's primary sources of funds are deposits and principal
and interest payments on loans. While maturities and scheduled
amortization of loans are predictable sources of funds, deposit
flows and mortgage prepayments are greatly influenced by general
interest rates, economic conditions, and competition. The
Company's initial stock offering which was completed on June 30,
1995 contributed substantially to the Company's overall
liquidity levels. The Office of Thrift Supervision ("OTS"), the
Company's and the Bank's primary regulator, requires the Bank to
maintain minimum levels of liquid assets. Currently, the
required ratio is 5%. The Bank's liquidity ratios were 22.30%
and 19.46% at March 31, 1996 and December 31, 1995,
respectively, well above the required minimum.
A review of the Consolidated Statements of Cash Flows included
in the accompanying financial statements shows that the
Company's cash and cash equivalents ("cash") increased
$1,079,000 for the quarter ended March 31, 1996, compared to an
increase of $942,000 for the quarter ended March 31, 1995.
During the quarter ended March 31, 1996, cash was primarily
provided from earnings, proceeds from the sale of loans, and an
increase in demand deposits, NOW accounts, passbook saving
accounts, and time deposits. During this quarter, cash was
primarily used to fund loans, purchase securities held to
maturity, purchase shares of common stock for the incentive
plan, and pay dividends. During the quarter ended March 31,
1995, cash was primarily provided from earnings, proceeds from
matured securities held to maturity, proceeds from matured CDs,
and increases in time deposits. Cash was primarily used to fund
a decrease in demand deposits, NOW accounts, and passbook
savings accounts, and for the repayment of FHLB advances.
The Bank's primary investment activities during the quarter
ended March 31, 1996 was the origination of loans, and the
purchase of securities held to maturity. During the quarters
ended March 31, 1996 and March 31, 1995, the Bank originated
mortgage loans in the amounts of $7,166,000 and $3,566,000,
respectively, commercial loans in the amounts of $3,145,000 and
$3,169,000, respectively, and consumer loans in the amounts of
$2,885,000 and $2,507,000, respectively. The increase in new
mortgage loan volume from the quarter ended March 31, 1995 to
the quarter ended March 31, 1996 of $3,600,000, or 101%, is
primarily due to a general decrease in interest rates and
intensified marketing and business development efforts made by
management. The increase in new consumer loan volume from the
quarter ended March 31, 1995 to the quarter ended March 31, 1996
of $378,000, or 15.1%, is due mainly to the Bank's special
promotions and advertising for consumer loans.
As of March 31, 1996, the Bank had outstanding commitments
(including undisbursed loan proceeds) of $1,446,000. The Bank
anticipates it will have sufficient funds available to meet its
current loan origination commitments. Certificates of deposit
which are scheduled to mature in one year or less from March 31,
1996 totaled $35,066,000. Management believes a significant
portion of such deposits will remain with the Bank.
The OTS capital regulations require savings institutions to meet
three capital standards: a 1.5% tangible capital standard; a 3%
leverage (core capital) ratio and an 8% risk-based capital
standard. The core capital requirement is effectively 4%, since
OTS regulations stipulate that, effective December 19, 1992, an
institution with less than 4% core capital will be deemed to be
"undercapitalized." As of March 31, 1996, the Bank's capital
percentages for tangible capital of 21.65%, core capital of
21.65%, and risk-based capital of 36.11% significantly exceed
the regulatory requirement for each category.
On August 23, 1993, the OTS issued a final rule which sets forth
the methodology for calculating an interest rate risk component
that would be incorporated into the OTS regulatory capital rule.
The regulation requires certain institutions with more than a
"normal level" of interest rate risk to maintain capital in
addition to the 8.0% risk based capital requirement. This
ruling is not expected to have a material impact on the
financial condition of the Bank. The OTS recently deferred
implementation of this regulation.
Pending Federal legislation currently provides for a one-time,
special assessment on all SAIF insured deposits of approximately
$.85 to $.90 per $100 of deposits as of March 31, 1995.
However, it is unclear as to when such legislation will be
enacted or what date will be selected for the determination of
the deposit base upon which the special assessment will be
levied. If the assessment is made at the proposed rates, based
on the Bank's deposits as of March 31, 1996, the effect on the
Bank would be a charge in the period enacted of approximately
$400,000 to $450,000 on an after tax basis. It is anticipated
that if the one-time assessment is levied, all SAIF insured
institutions will have their deposit insurance premiums reduced
in future periods.
There have also been legislative proposals to merge the SAIF
with the BIF, require federal thrifts to convert to national
bank charters and, under certain conditions, require
institutions to recapture a portion of their federal, state and
local bad debt reserves for income tax purposes. No assurance
can be given as to whether legislation as discussed above will
be enacted or, if enacted, what the terms of such legislation
would be.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security
Holders
At the annual meeting of stockholders held on February 14,
1996, the Company's stockholders approved the following items:
1. elected James S. Acheson to a three-year term as director:
Broker
For Withheld Non-Votes
Number 1,884,646 32,325 0
Percent 98.3% 1.7% 0%
2. approved the Great American Bancorp, Inc. 1995 Incentive
Plan:
Broker
For Against Abstain Non-Votes
Number 1,249,519 306,934 38,063 322,455
Percent 60.9% 14.9% 1.9% 15.7%
3. ratified the appointment of George S. Olive & Co., LLC as
independent auditors of the Company for the fiscal year ending
December 31, 1996:
Broker
For Against Abstain Non-Votes
Number 1,746,927 148,914 21,130 0
Percent 91.1% 7.8% 1.1% 0%
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
3.1 Certificate of Incorporation of Great American Bancorp,
Inc.*
3.2 By-laws of Great American Bancorp, Inc.*
11.0 Computation of earnings per share (filed herewith)
b. Report on Form 8-K
Not Applicable
_______________
* Incorporated herein by reference into this document from Form
S-1 Registration Statement, as amended, filed on March 24,
1995, Registration No. 33-90614.
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.
Great American Bancorp, Inc.
Dated: May 14, 1996 /s/ George R. Rouse
George R. Rouse
President and Chief Executive Officer
Dated: May 14, 1996 /s/ Jane F. Adams
Jane F. Adams
Chief Financial Officer, Secretary and
Treasurer
Exhibit 11.0
Statement Regarding Computation of Earnings Per Share
For the Three Months Ended March 31, 1996 and 1995
(unaudited)
1996 1995
--------- ---------
Assuming no dilution:
Net income (in thousands) $ 172 156
========= =========
Weighted average number
of shares:
Average shares outstanding 1,896,856 N/A
Average incremental shares
related to stock options 3,510 N/A
--------- ---------
1,900,366 N/A
========= =========
Earnings per share assuming
no dilution $ 0.09 N/A
========= =========
Assuming full dilution:
Net income (in thousands) $ 172 156
========= =========
Weighted average number
of shares:
Total shares issued 2,052,750 N/A
Average incremental shares
related to stock options 3,510 N/A
--------- ---------
2,056,260 N/A
========= =========
Earnings per share assuming
full dilution $ 0.08 N/A
========= =========
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted
from SEC Form 10-QSB and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
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0
0
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</TABLE>
