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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 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 1-13734
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STANDARD FEDERAL BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
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Michigan 38-2899274
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2600 West Big Beaver Road, Troy, Michigan 48084
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (810) 643-9600
Securities registered pursuant to Section 12(b) of the Act:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, par value $1.00 New York Stock Exchange, Inc.
Rights to purchase preferred stock New York Stock Exchange, Inc.
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Securities registered pursuant to Section 12(g) of the Act: None
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.
Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Yes X No ___
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of February 24, 1997, computed by reference to the closing
price for such stock on the composite reporting system on such date, was
$1,821,887,000 (assuming, but not admitting for any purpose, that all Directors
and Officers of the Registrant may be deemed affiliates).
The number of shares of the Registrant's common stock outstanding as of
February 24, 1997 was 32,032,748.
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
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TABLE OF CONTENTS
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PART I
Item 1. Business.................................................... 1
Item 2. Properties.................................................. 17
Item 3. Legal Proceedings........................................... 17
Item 4. Submission of Matters to a Vote of Security Holders......... 18
PART II
Item 5. Market for the Company's Common Stock and Related
Stockholder Matters......................................... 19
20
Management's Report......................................................
Item 6. Selected Financial Data..................................... 22
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 24
Item 8. Financial Statements and Supplementary Data................. 44
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 90
PART III
Item 10. Directors and Executive Officer of the Registrant........... 91
Item 11. Executive Compensation...................................... 92
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 96
Item 13. Certain Relationships and Related Transactions.............. 97
PART IV
Item 14. Exhibits, Financial Statements Schedules and Reports on Form
8-K......................................................... 98
100
Signatures.................................................................
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When used in this Form 10-K or future filings by the Company with the Securities
and Exchange Commission, in the Company's press releases or other public or
stockholder communications, or in oral statements made with the approval of an
authorized executive officer, the words or phrases "would be", "will allow",
"intends to", "will likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project", or similar expressions are intended to
identify "forward looking statement" within the meaning of the Private
Securities Litigation Reform Act of 1995.
The Company wishes to caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date made, and to
advise readers that various factors, including regional and national economic
conditions, substantial changes in levels of market interest rates, credit and
other risks of lending and investment activities and competitive and regulatory
factors, could affect the Company's financial performance and could cause the
Company's actual results for future periods to differ materially from those
anticipated or projected.
The Company does not undertake, and specifically disclaims any obligation,
to update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statements.
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Standard Federal Bancorporation, Inc.
PART I
ITEM 1. BUSINESS
GENERAL
Standard Federal Bancorporation, Inc. ("Standard Federal" or the "Company"), is
the holding company for Standard Federal Bank (the "Bank"), a federally
chartered savings bank founded in 1893. Standard Federal had consolidated assets
of $15.7 billion at December 31, 1996. Based on total consolidated assets at
December 31, 1996, the Company is the sixth largest publicly traded savings
institution in the United States and the largest savings institution
headquartered in Michigan. With deposits of $11.0 billion at December 31, 1996,
Standard Federal has the largest deposit base of all savings institutions
headquartered in the Midwest.
On November 22, 1996, ABN AMRO North America, Inc. ("ABN AMRO") and the
Company announced the execution of a definitive merger agreement, whereby ABN
AMRO will purchase all of the outstanding shares of the Company for $59.00 per
share in cash. The purchase price, including payments to be made with respect to
outstanding stock options, will approximate $1.9 billion. The acquisition is
subject to approval by the stockholders of the Company and to regulatory
approval from the Board of Governors of the Federal Reserve System, the Michigan
Banking Commissioner of Financial Institutions and the Dutch Central Bank. The
acquisition is expected to be consummated prior to the end of the second quarter
of 1997.
On June 7, 1996, the Company completed the acquisition of Bell Bancorp,
Inc. ("Bell") located in the greater Chicago, Illinois area. Bell, through its
principal operating subsidiary, Bell Federal Savings and Loan Association ("Bell
Federal"), had total assets of $1.9 billion and total deposits of $1.6 billion,
at the date of acquisition. The total cash outlay was $355.0 million. As of the
date of the acquisition, Bell Federal was merged into the Bank, and its 14
full-service banking offices were added to the Bank's retail branch network.
On January 12, 1996, the Company completed the acquisition of FSB Financial
Corporation ("FSB"), located in Kalamazoo, Michigan. FSB, through its principal
operating subsidiary, Fidelity Savings Bank, had total assets of $163.3 million
and total deposits of $122.8 million, at the date of acquisition. The total cash
outlay was $24.7 million. As of the date of acquisition, Fidelity Savings Bank
was merged into Standard Federal Bank. Three of its four full-service banking
offices were consolidated into existing offices of the Bank, while the remaining
office was added to the Bank's retail branch network.
Standard Federal's primary business consists of attracting deposits from
the general public and originating single-family home mortgage loans. The
Company also acquires funds on a wholesale basis from a variety of sources,
manages a high-quality securities portfolio, services a significant volume of
loans for others, makes consumer loans and commercial real estate and non-real
estate loans. The Company also operates a nationwide wholesale mortgage banking
correspondent network.
Standard Federal serves as a financial intermediary by gathering funds from
a variety of sources and investing such funds in loans and other investments
with the objective of maximizing the interest differential received within
acceptable risk parameters. These loans and investments carry with them inherent
risks that differ from investments made by other commercial, industrial and
service enterprises. The risks and uncertainties facing savings institutions and
other financial intermediaries are substantial and, in many instances, beyond
the control of the institution or intermediary. The financial condition of a
savings institution, and, to some extent, its operating performance, is
dependent to a significant degree upon estimates and appraisals of value,
evaluations of credit-worthiness and assumptions about future events and
economic conditions. Recent history has demonstrated that these estimates,
appraisals, evaluations and assumptions are subject to rapid change and that
such changes can materially affect the reported financial condition of a savings
institution and its financial performance. This may result in restrictions on an
institution's ability to continue to operate in its customary manner due to
regulatory requirements that have been recently adopted.
The Bank is a member of the Federal Home Loan Bank ("FHLB") System and is
subject to regulation, examination and supervision by the Office of Thrift
Supervision ("OTS") and the Federal Deposit Insurance Corporation ("FDIC"). The
Bank's deposits are insured by the FDIC through the Savings Association
Insurance Fund ("SAIF"), and the Bank is a member of the Federal Home Loan Bank
of Indianapolis ("FHLBI"). The
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Standard Federal Bancorporation, Inc.
Company's executive office is located at 2600 West Big Beaver Road, Troy,
Michigan 48084, and its telephone number at such office is (810) 643-9600.
LENDING ACTIVITIES
Standard Federal Bank is primarily a consumer-oriented financial services
organization. The Bank's principal business is obtaining funds in the form of
deposits and borrowings and investing those funds in various types of loans and
marketable securities. The origination of single-family home mortgage loans is
the Bank's primary lending activity. Standard Federal Bank has been the largest
originator of single-family home mortgage loans in Michigan for eight
consecutive years. In both 1996 and 1995, according to industry sources the Bank
was the tenth largest mortgage originator in the United States. The Bank also
makes consumer loans and non-real estate commercial loans and, to a much lesser
extent, commercial real estate loans. The Bank also conducts a nationwide
mortgage banking correspondent network.
Standard Federal Bank currently conducts its retail banking business from
182 full-service Banking Centers and 11 retail Home Lending Centers located in
Michigan, Indiana, Illinois and Ohio. The Bank's largest concentration of branch
offices is in southeast Michigan, where it has four offices in the City of
Detroit and 106 offices in the suburban Detroit area. The Bank also has ten
offices in north-central Michigan, five offices in northern Michigan, 32 offices
in the southwest Michigan/northwest Indiana region, 11 offices in northeast
Indiana, 11 offices in northwest Ohio and 14 offices in the greater Chicago,
Illinois area. At December 31, 1996, the largest percentage of loans held or
serviced by the Bank related to properties located in southeast Michigan. The
Bank has 28 wholesale Loan Production Offices which conduct business with
correspondents nationwide. The Bank also owns and operates over 400 automated
teller machines located throughout its retail market areas.
Standard Federal Bank currently offers all of its loan services throughout
its lending areas from full-service Banking Centers, retail Home Lending Centers
and wholesale Loan Production Offices. Its loan officers are available at each
of the Banking Centers and retail Home Lending Centers to process loan
applications and to close loan transactions. Property appraisals are conducted
by the Bank's full-time staff of appraisers or, when necessary, by fully
certified outside fee appraisers. Standard Federal Bank has developed and
implemented appraisal policies and procedures in compliance with OTS regulations
in order to ensure that appraisals reflect professional competence and to
facilitate the reporting of estimates of market value upon which the Bank may
rely to make lending decisions.
SINGLE-FAMILY HOME MORTGAGE LOANS
The origination of single-family home mortgage loans constitutes the most
significant lending activity of the Bank. The Bank originated approximately
$10.4 billion, $7.5 billion and $4.4 billion of single-family home mortgage
loans during the years ended December 31, 1996, 1995 and 1994, respectively.
Each loan originated for the purpose of acquiring, constructing or refinancing a
single-family residence is secured by a first mortgage on the property. The Bank
offers traditional fixed-rate and adjustable-rate mortgage loans with terms
ranging from one to 30 years. The Bank also offers larger residential mortgage
loans which meet the Bank's underwriting guidelines but which may have other
terms and conditions customized to meet the needs of the borrower. Additionally,
Standard Federal Bank offers two other mortgage loan products, the "5/25" and
the "7/23" mortgage loans. These are each based on a 30-year amortization of
principal and have a feature which allows for a one-time rate adjustment based
on the then-current market rates, at either five or seven years. Both mortgage
loan products conform to the respective underwriting guidelines established by
the Federal Home Loan Mortgage Corporation ("FHLMC") and the Federal National
Mortgage Association ("FNMA"). The Bank also offers "TermSelect" loans. These
loans offer a choice of fixed-rate terms from one to ten years, based on a
30-year amortization of principal. At the end of the fixed-rate term, the loan
continues as an adjustable-rate loan for its remaining life. All TermSelect
loans that have a five-, seven- or ten-year term conform to the respective
underwriting guidelines established by FHLMC and FNMA.
In order to help expand home ownership opportunities to a larger number of
potential borrowers, the Bank offers government-sponsored mortgage programs in
the form of Federal Housing Administration ("FHA") loans and Veterans
Administration ("VA") loans. FHA and VA loans feature lower downpayment
requirements and expanded income qualification guidelines; although, certain
maximum loan amounts may apply. Generally, both
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Standard Federal Bancorporation, Inc.
FHA and VA loans are offered in 30- and 15-year, fixed-rate terms and in
accordance with underwriting guidelines established by the federal government.
FHA and VA loans are directly available to customers through the Bank's retail
mortgage network. The Bank's wholesale mortgage banking operation also
originates or purchases FHA and VA loans through correspondents nationwide.
The Bank, as a part of its overall retail-banking strategy, may securitize
through FHLMC or FNMA fixed-rate loans which satisfy FHLMC and FNMA requirements
(i.e., conforming loans), including the current maximum purchase limitation for
single-family home mortgages of $214,600 on FHLMC or FNMA, or may sell the loans
for cash to FHLMC or FNMA. Securitization is the process by which mortgage loans
owned by the Bank are exchanged for marketable securities collateralized by
mortgage loans that are guaranteed by either FHLMC or FNMA. From time to time
and in response to changing market conditions or other unforeseen events, the
Bank may sell its longer-term, fixed-rate loans. Complementing the Bank's retail
lending capabilities, the Bank conducts a nationwide wholesale mortgage banking
operation. The wholesale mortgage banking business involves originating or
purchasing mortgage loans from small- to medium-sized mortgage bankers, mortgage
brokers, commercial banks and thrifts, and securitizing or reselling the loans
to secondary market sources such as FHLMC and FNMA. After loans acquired through
the wholesale banking operations have been sold, additional income is realized
from loan servicing. Wholesale mortgage lending allows the Bank to leverage the
substantial investment in its secondary market and loan servicing capabilities
and enables the Bank to realize the benefits of increased revenues from an
expanding enterprise which is closely linked to its core mortgage lending
business. See Notes 1, 4, 5, 6, 7, 8 and 9 of the Notes to Consolidated
Financial Statements in Item 8. Financial Statements and Supplementary Data,
herein.
Approximately $1.7 billion, or 16%, of 1996 single-family loan originations
were adjustable-rate mortgage loans ("ARMs"), compared to $1.8 billion, or 24%,
of 1995 loan originations and $839.7 million, or 19%, of 1994 loan originations.
ARMs that were originated prior to January 21, 1987, contain a 2% annual cap on
interest rate adjustments but do not contain a cap on interest rate adjustments
over the life of the loan. ARMs that were originated after January 21, 1987,
have a 6% lifetime cap over the initial interest rate as well as a 2% annual
cap. The Bank offers a convertible ARM which permits the borrower to convert to
a fixed, market-based interest rate at any time during the term of the loan upon
payment of certain fees. At December 31, 1996, the Bank had $4.8 billion of
variable-rate loans, including approximately $4.0 billion of ARMs, in its loan
portfolio. The Bank currently employs a policy of retaining the majority of its
adjustable-rate loan originations, including those acquired through its
wholesale mortgage banking division.
The Bank's written underwriting guidelines for single-family home mortgage
loans meet, and in some instances exceed, FHLMC and FNMA underwriting
guidelines. Historically, 70%-80% of all owner-occupied, single-family home
mortgage loans originated by the Bank have had loan-to-value ratios of 80% or
less. The remainder of the Bank's loans had loan-to-value ratios in excess of
80% but not higher than 95%. A loan-to-value ratio is the ratio that the
original principal amount of a loan bears to the appraised value of the
mortgaged property or, in the case of a purchase money mortgage, the lower of
the appraised value of the property or the purchase price of the property
securing the loan. Generally, that portion of a loan in excess of 80% of value
is insured by a private mortgage insurance company. The Bank requires a lower
loan-to-value ratio for non-owner-occupied loans. In addition, all home mortgage
loans originated by the Bank are subject to prescribed requirements for title,
fire and hazard insurance. Real estate taxes are generally collected and held in
escrow for disbursement by the Bank. The Bank is further protected against fire
or casualty loss on home mortgage loans by a blanket mortgage impairment
insurance policy covering a lack or inadequacy of the mortgagor's required
insurance.
Standard Federal Bank employs a system of internal controls designed to
maintain the quality of its loan portfolio. All conforming loans are reviewed by
an underwriter at the Bank's home office or at one of the Bank's loan decision
centers in Kalamazoo, Michigan; Ann Arbor, Michigan; South Bend, Indiana; Fort
Wayne, Indiana; or Chicago, Illinois. The underwriter determines whether the
applicant is qualified for the loan based on Standard Federal Bank's written
underwriting guidelines. If the loan amount exceeds the maximum purchase
limitation of FHLMC and FNMA, but is less than $500,000, a senior mortgage
officer must also approve the loan. If the loan exceeds $500,000, the Bank's
Chairman of the Board and President must also approve the loan.
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Standard Federal Bancorporation, Inc.
CONSUMER LOANS
At December 31, 1996, Standard Federal Bank's net consumer loan portfolio
totaled approximately $676.3 million, or 6% of the Bank's total loan portfolio.
The largest component of the Bank's consumer loan portfolio was adjustable-rate
equity line loans which totaled approximately $395.7 million, representing 59%
of the total consumer loan portfolio. The remaining balance of consumer loans,
or approximately $280.6 million, consisted of loans such as home improvement,
fixed-rate home equity, automobile and VISA credit card loans.
Standard Federal Bank's underwriting standards for a consumer loan include
an analysis of the applicant's payment history on other indebtedness and an
assessment of the applicant's ability to meet existing obligations as well as
payments on the proposed loan. Equity line loans are secured by a mortgage on
the borrower's home.
COMMERCIAL REAL ESTATE LOANS
Although the Bank currently does not actively solicit commercial real estate or
apartment loans, it may make such loans from time to time on a limited basis.
During 1996, the Bank made only 13 such loans which totaled $13.8 million.
The Bank has offered real estate loans for the development, construction,
purchase or refinance of various types of commercial, income-producing real
estate, consisting primarily of office buildings, shopping centers and apartment
projects in its market areas. Under the Financial Institutions Reform, Recovery
and Enforcement Act of 1989 ("FIRREA"), the total amount of loans secured by
nonresidential property which may be outstanding at any time in the Bank's
portfolio of loans is limited to 400% of the Bank's total capital. At December
31, 1996, the total of outstanding apartment and commercial real estate loans,
net, was $165.9 million, which represented only 1% of the Bank's total loans,
only 1% of its total assets, 21% of its tangible capital and 19% of its total
capital (i.e., risk-based) at that date.
All loans on income-producing properties are evaluated by a qualified,
certified appraiser to ensure that the appraised value of the property to be
mortgaged satisfies the Bank's loan-to-value ratio requirements of no higher
than 80%. The Bank also generally requires a minimum debt-service ratio of 1.1
to 1. In addition, the Bank considers the experience of the prospective borrower
with similar properties, the creditworthiness and managerial ability of the
borrower, the enforceability and collectibility of any relevant guarantees and
the quality of the asset to be mortgaged. Bank officers processing the loan also
generally perform various feasibility and rental absorption studies in
connection with the loan, and also review and confirm that the independent
appraisal has been certified to conform to OTS standards governing the form and
content of appraisals.
The Bank's commercial real estate loans generally range from $500,000 to
$5,000,000, and are typically fixed-rate loans for up to five-year terms or
adjustable-rate loans for up to ten-year terms, with payment schedules based on
amortization periods of up to 30 years. Applications for commercial real estate
loans are reviewed by a committee of commercial real estate loan officers, and
this committee submits any acceptable applications to the Bank's Chairman of the
Board and President for approval.
NON-REAL ESTATE COMMERCIAL LOANS
The Bank offers a variety of non-real estate commercial loans, including demand,
term and line-of-credit loans. At December 31, 1996, the Bank's net non-real
estate commercial loan portfolio aggregated approximately $214.6 million, or 2%
of its total loan portfolio. These loans are concentrated principally in
southeast Michigan. The Bank's underwriting policy with respect to non-real
estate commercial loans is based primarily upon the financial stability of the
borrower and the borrower's business. During 1995 and 1996, the Company
allocated significantly increased amounts of corporate resources in order to
further develop its commercial business lending portfolio. Current plans call
for the loan portfolio to increase to approximately $500 million within the next
1-2 years.
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Standard Federal Bancorporation, Inc.
LOAN MATURITIES BY TYPE
The following table sets forth the Bank's total loans due after December 31,
1997, categorized as having predetermined (fixed) interest rates or adjustable
rates.
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Loans Maturing After December 31, 1997
Fixed-Rate Adjustable-Rate Total
(In Thousands)
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Real estate:
One-to-four-family:
Conventional fixed-rate $6,121,170 $ -- $ 6,121,170
Adjustable-rate -- 4,044,995 4,044,995
FHA/VA 220,200 -- 220,200
Unimproved land 2,250 294 2,544
Apartment 12,008 37,535 49,543
Commercial 27,266 100,854 128,120
Construction 200 -- 200
Consumer 197,876 318,746 516,622
Non-real estate commercial 51,427 85,278 136,705
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Total $6,632,397 $4,587,702 $11,220,099
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LOAN REPAYMENT SCHEDULE
The following table sets forth the scheduled principal payment dates of Standard
Federal Bank's loan portfolio at December 31, 1996, assuming that principal
repayments are made in accordance with the contractual terms of the loans.
Adjustable-rate loans in the amount of $4.8 billion are included in their
respective maturity date categories rather than the dates on which they reprice.
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December 31, 1996
Within Over 1 Year Over 2 Years Over 3 Years
1 Year to 2 Years to 3 Years to 5 Years
(In Thousands)
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Real estate:
One-to-four family:
Conventional fixed-rate $91,416 $21,804 $39,409 $189,066
Adjustable-rate 52,166 49,700 106,097 164,655
FHA/VA 5,310 4,502 2,753 7,061
Unimproved land 74 6 96 231
Apartment 2,309 3,721 577 1,967
Commercial 2,635 4,125 905 5,339
Construction -- -- -- --
Consumer 161,010 123,475 93,903 122,119
Non-real estate commercial 80,650 25,897 25,897 67,118
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Total $395,570 $233,230 $269,637 $557,556
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Standard Federal Bancorporation, Inc.
LOAN REPAYMENT SCHEDULE -- CONTINUED
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December 31, 1996
Over 5 Years Over 10 Years
to 10 Years to 15 Years Over 15 Years Total
(In Thousands)
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Real estate:
One-to-four family:
Conventional fixed-rate $882,390 $984,506 $4,003,995 $6,212,586
Adjustable-rate 216,411 328,053 3,180,079 4,097,161
FHA/VA 14,022 23,496 168,366 225,510
Unimproved land 1,897 239 75 2,618
Apartment 5,733 3,331 34,214 51,852
Commercial 14,365 21,086 82,300 130,755
Construction 200 -- -- 200
Consumer 136,584 25,427 15,114 677,632
Non-real estate commercial 16,324 706 763 217,355
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Total $1,287,926 $1,386,844 $7,484,906 $11,615,669
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ASSET QUALITY
Standard Federal Bank has implemented comprehensive internal asset review
systems and loan loss allowance methodologies which are designed to provide for
early detection of problem assets and adequate general loss allowances for the
duration of each portfolio's life. As required by law, the Bank's asset
classification methodology provides for the classification of loans as special
mention, substandard, doubtful or loss. Specific allowances are provided at 100%
of the amount of assets classified as loss. Any such loan is charged-off when it
is no longer deemed collectible. The Bank's asset classifications and the
adequacy of its allowances for losses are analyzed quarterly based on, among
other things, historical loss experience and current economic conditions.
Although this system will not eliminate future losses due to unanticipated
declines in the real estate market or economic downturns, it should provide for
timely identification of those losses. Refer to four schedules included herein
in Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Tables 8, 9, 10 and 11), pages 34-37, under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Asset Quality" setting forth certain information about the Bank's
impaired loans (as defined by SFAS 114), nonperforming assets (as defined by
regulations of the Securities and Exchange Commission) and allowances for
losses.
Delinquent Loans. Residential property loans are considered by the Bank to
be delinquent when any payment of principal and/or interest is past due. While
in a majority of cases the Bank is able to work out a satisfactory repayment
schedule with a delinquent borrower, the Bank will undertake foreclosure
proceedings if the delinquency is not satisfactorily resolved. The Bank's
procedures regarding delinquent loans are designed to assist borrowers in
meeting their contractual obligations to the Bank. The Bank customarily mails
notices of past due payments to the borrower approximately 15, 30 and 45 days
after the due date, and late charges are assessed in accordance with Bank
parameters. The Bank's Collection Department attempts to make telephone and
personal contact with borrowers after a 30-day delinquency. In certain cases,
the Bank recommends that the borrower seek credit counseling assistance and may
grant forbearance if the Bank determines that the borrower is likely to correct
loan delinquencies within a reasonable period of time. The Bank generally
provides an allowance for the loss of uncollected interest on loans which are
more than 90 days delinquent. Such interest is recognized as income when
collected.
Real Estate and Other Repossessed Assets. Real property which the Bank
acquires as a result of foreclosure proceedings is classified as "real estate
owned" until it is sold or otherwise disposed of. The Bank has established The
Real Estate Owned/Work-out Committee which ultimately decides whether to
rehabilitate the property or sell it "as is," and whether to list the property
with a broker, sell the property directly to a third party or sell it at
auction. Generally, the Bank is able to dispose of a substantial portion of this
type of real
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Standard Federal Bancorporation, Inc.
estate and other repossessed assets during each year, but the Bank invariably
acquires additional real estate and other assets through repossession in the
ordinary course of its business. At December 31, 1996, the Bank held
approximately $11.3 million of real estate and other repossessed assets. During
1996, the Bank either established valuation allowances or charged-off various
real estate properties, and also disposed of a portion of its real estate and
other repossessed assets, realizing a net loss of approximately $0.9 million in
the process.
LOANS-TO-ONE-BORROWER LIMITATIONS
To reduce the potential impact on a savings institution of loan losses realized
as a result of financial difficulties experienced by any one borrower, FIRREA
significantly reduced the dollar amount of loans that savings institutions may
lend to a single or related group of borrowers ("one borrower"). FIRREA provides
that the loan limits prescribed for national banks shall apply to savings
institutions "in the same manner and to the same extent" as they apply to
national banks. These limitations generally provide that, with certain
exceptions and under certain circumstances, the Bank may make unsecured loans
and other extensions of credit (including investments in commercial paper and
corporate bonds) to one borrower which total no more than 15% of the Bank's
total "unimpaired capital" and "unimpaired surplus," as defined by regulation of
the national banking authorities, or $500,000, whichever is greater.
Notwithstanding the limits placed on unsecured loans, the Bank may make
additional loans totaling no more than 10% of such capital accounts if the
additional loans are fully secured by certain readily marketable collateral
(generally, financial instruments or bullion).
Under current law, the Bank's loan-to-one-borrower limit was $130.3 million
at December 31, 1996. The aforementioned lending limits do not adversely affect
the Bank's ability to conduct operations. The Bank did not have any loans, loan
commitments, letters of credit or other extensions of credit outstanding at
December 31, 1996, which, either individually or in the aggregate, would exceed
this limit. The Bank's largest lending relationship with one borrower at
December 31, 1996, was $24.0 million, which was approximately $106.3 million
below the limit prescribed by law. The Bank's largest investing relationship
with a single corporate entity (i.e., one borrower) at December 31, 1996, was
$95,000 of corporate bonds, which was approximately $130.2 million below the
limit prescribed by law.
MORTGAGE-BACKED AND INVESTMENT SECURITIES
Mortgage-backed securities ("MBS") constitute the second largest category of the
Bank's assets, totaling $2.9 billion at December 31, 1996. At that date, the
largest components of MBS were those issued by FHLMC ($1.5 billion) and FNMA
($1.3 billion). With respect to federal-agency MBS, the risk of loss has been
assumed by such agencies through their guaranty of the underlying mortgages. The
Bank's MBS portfolio consists primarily of securities purchased in the secondary
market. At December 31, 1996, $569.9 million were adjustable-rate securities and
$2.3 billion were fixed-rate securities. See Notes 4, 5 and 6 of the Notes to
Consolidated Financial Statements, in Item 8. Financial Statements and
Supplementary Data, herein.
Federal savings institutions have the authority to purchase various types
of investments, including United States Treasury obligations and securities of
federal agencies, federal funds, securities purchased under agreements to
resell, commercial paper, banker's acceptances, collateralized mortgage
obligations and corporate bonds. Standard Federal's investment portfolio, has,
from time to time, included most of the approved types of investments. Current
law provides that no savings institution may invest in corporate debt securities
which, at the time of purchase, were not rated in one of the four highest rating
categories by a nationally recognized rating organization. All of Standard
Federal's investments in corporate debt securities met this restriction as of
December 31, 1996. Generally, many of the Bank's investment securities,
depending upon rating and other factors, qualify for inclusion in the
calculation for the maintenance of the minimum levels of liquid assets specified
by the OTS. Refer to page 13 for further discussion of liquidity requirements.
The size and nature of Standard Federal's investment portfolio is
determined by the Bank's Investment Committee and is an integral part of the
Bank's interest rate risk management program. At December 31, 1996, the
Company's investment securities portfolio, including stock in the FHLBI,
comprised 3% of the Company's total assets.
Collateralized mortgage obligations constitute the largest component of the
Company's investment portfolio. Collateralized mortgage obligations, which
increased by a substantial amount during 1996 due to assets acquired
7
<PAGE> 10
Standard Federal Bancorporation, Inc.
from completed mergers, approximated $288.1 million in carrying value, or 61% of
the Company's investment portfolio, at December 31, 1996, compared to $25.6
million, or 12% of the total portfolio, at the end of 1995.
The Bank's stock in the FHLBI, which constitutes the second largest
component of the Company's investment portfolio, approximated $112.1 million in
carrying value, or 24% of the total portfolio, at December 31, 1996, compared to
$102.4 million, or 48% of the total portfolio, at the end of 1995.
At December 31, 1996, U.S. Government and agency obligations represented
the third largest component of Standard Federal's investment portfolio, totaling
approximately $74.1 million, or 16% of the total portfolio, compared to $81.1
million, or 38% of the Company's investment portfolio, at the end of 1995.
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" ("SFAS 115"), during May 1993. This Statement
addresses the accounting and reporting for investments in equity securities that
have readily determinable fair values and for all investments in debt
securities. Standard Federal adopted SFAS 115 on December 31, 1993. In
conjunction with the SFAS 115 Implementation Guide, issued by the FASB in
November 1995, the Company, in 1995, reclassified a total of $937.0 million of
MBS, originally classified as held to maturity, as either available for sale or
held for trading. Refer to Notes 1, 2, 3, 4, 5 and 6 of the Notes to
Consolidated Financial Statements, in Item 8. Financial Statements and
Supplementary Data, herein.
SOURCES OF FUNDS
Customer deposits, which totaled approximately $11.0 billion at December 31,
1996, represent the principal funding source for Standard Federal's lending and
investment activities. In addition, the Company derives funds from operations,
repayments of earning assets, sales of loans and investment securities,
borrowings from the FHLBI, reverse repurchase agreements and other borrowings.
Borrowings may be used on a short-term basis to compensate for reductions in
normal sources of funds or, on a longer-term basis, to support expanded lending
or arbitrage activities.
DEPOSIT ACTIVITIES
Standard Federal Bank has developed a variety of deposit products ranging in
maturity from demand-type accounts to certificates with maturities of up to ten
years, including regular and statement passbook accounts, checking and NOW
accounts, various money market accounts and Keogh and individual retirement
accounts. Standard Federal Bank primarily relies upon its network of branches,
the quality and efficiency of its customer service and its pricing policies to
attract deposits. The Bank actively promotes its certificate savings deposits of
$100,000, or more ("Jumbo Certificates"), to both its retail customer base and
to governmental units in Michigan, Indiana, Ohio and Illinois. At December 31,
1996, the Bank had approximately $1.6 billion of Jumbo Certificates outstanding,
of which $316.8 million, or 20% of the Bank's total Jumbo Certificate portfolio,
was derived from Standard Federal's retail customer base. The other $1.3
billion, or 80% of the Bank's total Jumbo Certificate portfolio, was obtained
from the public unit sector. The following table sets forth information relating
to the Bank's deposit flows for each of the periods indicated:
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
(In Thousands)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total deposits at the beginning of the period $9,151,929 $8,150,121 $7,790,555
Interest credited 494,915 405,224 298,417
Deposits acquired from mergers 1,720,801 -- 291,664
Net purchase accounting valuation adjustment on deposits
acquired from mergers -- -- 1,896
Deposits sold to other institutions -- (31,342) (24,434)
Net retail deposit increase (decrease) (147,369) 183,850 (246,618)
Net Jumbo Certificate increase (decrease) (249,258) 444,076 38,641
- -----------------------------------------------------------------------------------------------------------------
Total deposits at the end of the period $10,971,018 $9,151,929 $8,150,121
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE> 11
Standard Federal Bancorporation, Inc.
BORROWINGS
The Federal Home Loan Bank System ("FHLB System") provides credit for savings
institutions and certain other member financial institutions. Standard Federal
Bank is a member of the FHLBI and is required to own stock in the FHLBI.
Standard Federal Bank is authorized to apply for advances from the FHLBI on the
security of certain of its mortgage loans and other assets, principally
securities which are obligations of, or guaranteed by, the United States or an
agency thereof, provided certain standards related to creditworthiness and
security requirements have been met and provided that the Bank maintains its
status as a "qualified thrift lender" (see "Regulation -- Qualified Thrift
Lender Test"). Advances are made pursuant to several different credit programs,
each of which has its own interest rate and range of maturity. The FHLBI
generally permits advances up to 50% of the Bank's "net assets", which are
defined as assets reduced by outstanding advances and borrowings. Each
application for an advance, however, is evaluated on an individual basis. At
December 31, 1996, advances to the Bank by the FHLBI totaled $1.9 billion, or
15% of net assets. Of the $1.9 billion outstanding at year-end, $357.7 million,
or 19% of the Bank's total FHLBI advances, consisted of medium-term borrowings
which may be "put" back or paid off at the Bank's option without penalty.
Contractually, the Bank may, at its option and without prepayment penalty, repay
such advances on the first anniversary date of each borrowing or semiannually
thereafter until maturity. Refer to Note 16 of the Notes to Consolidated
Financial Statements, in Item 8. Financial Statements and Supplementary Data,
herein for further discussion of the Bank's FHLBI advance portfolio.
Borrowings in the form of securities sold under agreements to repurchase
aggregated approximately $1.4 billion and $819.4 million at December 31, 1996
and 1995, respectively. The Bank routinely enters into reverse repurchase
agreements with nationally recognized primary securities dealers utilizing a
variety of securities as collateral. The securities underlying the agreements
are delivered to the dealers who arrange the transactions and are held in
safekeeping on the Bank's behalf. When securities are sold under agreements to
repurchase, the identical securities must be re-delivered to the Bank upon
expiration of the agreement. At December 31, 1996, the Bank had approximately
$1.4 billion of such agreements outstanding. From time to time, the Bank also
offers repurchase agreements to government units and other investors in Indiana
and Michigan in amounts of $100,000, or more, with varying maturity dates. These
agreements are secured by a pledge of securities owned by the Bank and delivered
to a third-party custodian. At December 31, 1996, the Bank had no such
repurchase agreements outstanding. See Note 17 of the Notes to Consolidated
Financial Statements, in Item 8. Financial Statements and Supplementary Data,
herein.
During July 1996, the Company completed a $100.0 million medium-term,
fixed-rate, subordinated note offering. The Company used $30.0 million of these
funds to repay a short-term demand note which was outstanding during June 1996.
The Company also loaned $55.0 million of these funds to the Bank, and the
remainder of the proceeds from the debt offering are being used for general
corporate purposes.
SERVICE CORPORATION INVESTMENTS
Standard Federal Bank is permitted under OTS regulations to invest a limited
amount of its assets in subsidiaries which may engage exclusively in
OTS-approved activities that must be reasonably related to the Bank's business.
The Bank's authority to invest directly in service corporations is limited to a
maximum of 2% of the Bank's assets, plus an additional 1% of assets if the
amount over 2% is used for specific community purposes. Service corporations are
not currently a significant part of the business of Standard Federal Bank.
However, the Bank does own 13 first-tier and four second-tier service
corporations. One of the first-tier corporations, Standard Brokerage Services,
Inc., is in the discount brokerage business. Standard Brokerage had net income
of approximately $0.8 million during the year ended December 31, 1996. Another
first-tier service corporation, Standard Service Corporation, owns stock in a
reinsurance company established by MIMLIC Life Insurance Company ("MIMLIC").
Standard Service Corporation received dividends of approximately $3.0 million on
the MIMLIC stock in 1996.
At the end of 1995, the Bank expanded the investment options available to
its customers by introducing the sale of non-FDIC-insured products, such as
tax-deferred annuities and mutual funds, through a service marketed under the
name of Standard Investment Services. This program is jointly operated by
Standard Brokerage
9
<PAGE> 12
Standard Federal Bancorporation, Inc.
Service, Inc., Standard Insurance Agency, Inc. and Bell Insurance Agency, Inc.
and is available at Standard Federal Banking Centers in virtually all of the
Bank's retail market areas.
On August 30, 1996, the Bank acquired Curti Insurance Agency, Inc. The Bank
began operating this insurance subsidiary under the name Standard/Curti
Insurance Agency, Inc. This first-tier service corporation offers home,
automobile and other consumer insurance products. The other service
corporations, to the extent active, are involved principally in the development,
operation and sale of real estate. The Bank's total investments in, and loans
to, all of its service corporation subsidiaries totaled only $5.1 million at
December 31, 1996. The Bank's investments in and loans to these service
corporations, and the operations of these service corporations in the aggregate,
are not material to the consolidated financial condition or operations of the
Bank.
ACQUISITIONS
Since 1980, Standard Federal has expanded its operations and branch network
geographically by acquiring 19 other savings institutions through mergers and by
purchasing branches from three other institutions. Five mergers were arranged by
the Bank with regulatory assistance (including four institutions in Indiana),
while the remaining 14 mergers were consummated without direct financial
assistance from any regulatory agency (although two of the 14 were designated as
"supervisory agency-assisted," they involved no cash assistance). As discussed
previously, during 1996, the Company acquired Bell and FSB. All but one of the
19 acquisitions and three branch purchases were accounted for using the purchase
method of accounting. Under the purchase method of accounting, the Company's
consolidated statements of income reflect the operations of the acquired
associations only since the respective dates of acquisition. In addition, all
assets acquired and liabilities assumed are adjusted to fair value as of the
dates of acquisition. The fair value of the liabilities assumed exceeded the
fair value of the assets acquired in all but six of the acquisitions since 1980.
Goodwill and core deposit premiums are combined and shown in the Company's
Consolidated Statements of Financial Condition under the caption "Cost in excess
of fair value of net assets acquired." See Notes 1 and 14 of the Notes to
Consolidated Financial Statements, in Item 8. Financial Statements and
Supplementary Data, herein for additional information regarding the Bank's
acquisition activities.
REGULATION
The Bank is a member of the FHLB System and its deposit accounts are insured up
to applicable limits by the FDIC under the SAIF. The Bank is subject to
extensive regulation by the OTS, as its chartering agency, and the FDIC, as the
deposit insurer. The Bank must file reports with the OTS and the FDIC concerning
its activities and financial condition, in addition to obtaining regulatory
approvals prior to entering into certain transactions such as mergers with or
acquisitions of other savings institutions. There are periodic examinations by
the OTS and the FDIC to test the Bank's compliance with various regulatory
requirements. This regulation and supervision establishes a comprehensive
framework of activities in which a savings institution can engage and is
intended primarily for the protection of the insurance fund and depositors. The
regulatory structure in connection with their supervisory and enforcement
activities and examination policies also gives the regulatory authorities
extensive discretion in including policies with respect to the classification of
assets and the establishment of adequate loan loss reserves for regulatory
purposes. Any change in such regulation whether by the OTS, the FDIC or the U.S.
Congress could have a material adverse impact on the Company, the Bank and their
operations. The Company, as a savings and loan holding company, is required to
file certain reports with, and otherwise comply with the rules and regulations
of the OTS, and of the Securities and Exchange Commission ("SEC") under the
Federal securities laws. Certain of the regulatory requirements applicable to
the Bank and to the Company are referred to below or elsewhere herein.
The activities of savings institutions are governed by the Home Owners Loan
Act of 1933 as amended ("HOLA") and, in certain respects, the Federal Deposit
Insurance Act ("FDI Act"). The HOLA and the FDI Act were amended by the
Financial Institutions Reform, Recovery and Enforcement Act of 1989 ('FIRREA")
and the Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"). FIRREA was enacted for the purpose of resolving problem savings
institutions, establishing a new thrift insurance fund, reorganizing the
regulatory structure applicable to savings institutions, and imposing bank-like
standards on savings institutions.
10
<PAGE> 13
Standard Federal Bancorporation, Inc.
FDICIA, among other things, requires that Federal banking regulators intervene
promptly when a depository institution experiences financial difficulties,
mandates the establishment of a risk-based deposit insurance assessment system
and requires restrictions. Both FIRREA and FDICIA contain provisions affecting
numerous aspects of the operations and regulations of Federally-insured savings
and loan institutions and empowers the OTS and the FDIC, among other agencies,
to promulgate regulations implementing its provisions. The description of
statutory provisions and regulations applicable to savings and loan institutions
set forth in this Form 10-K do not purport to be complete descriptions of such
statutes and regulations and their effects on the Bank.
FEDERAL REGULATION BY THE OTS
The OTS has extensive authority over the operations of the Bank. As part of this
authority, the Bank is required to file periodic reports with, and is subject to
periodic examination by, the OTS. In addition, the Bank must pay a semi-annual,
asset size-based assessment to the OTS in order to assist in funding its
operating costs. The investment and lending authority of the Bank and its
ability to engage in such activities are limited by federal law and regulations.
For example, transactions with affiliates, including non-savings institution
subsidiaries, and loans to certain insiders are subject to certain provisions of
the Federal Reserve Act, which require that transactions with affiliates be on
terms and conditions comparable to those for similar transactions with
non-affiliates. In addition, these affiliate transactions may be regulated
further by the OTS to address safety and soundness concerns.
The enforcement authority of the OTS includes, among other things, the
ability to assess civil money penalties, to issue cease-and-desist or removal
orders and to initiate injunctive actions. In general, these enforcement actions
may be initiated for violations of laws and regulations and unsafe or unsound
practices. Other actions or inactions may provide the basis for enforcement
action, including misleading or untimely reports filed with the OTS. FIRREA
significantly increased the amount of and grounds for civil money penalties and
requires public disclosure of final enforcement actions by the OTS, except in
certain limited circumstances.
FDICIA also requires the OTS to prescribe non-capital standards for
institutions under its authority. The OTS had adopted guidelines setting forth
safety and soundness standards for thrift institutions, pursuant to Section 132
of FDICIA. The guidelines establish standards for internal controls and
information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, compensation and benefits,
and asset quality and earnings standards. The operational and managerial
standards and the asset quality and earnings standards are expressed in general
terms, and none of the proposals represent any significant change in OTS policy.
They are intended to express the fundamental standards used by the OTS to assess
an institution's operational and managerial quality. Standard Federal Bank has
consistently met all of the guidelines, and the final regulations have had
little effect on its operations.
OTS regulations impose various restrictions or requirements on the Bank
with respect to its ability to pay dividends or make other distributions of
capital to the Company, its sole shareholder. Generally, the regulations permit
specified amounts of capital distributions by a savings institution that meets
or exceeds its minimum capital requirements, so long as the institution notifies
the OTS and receives no objection to the distribution from the OTS. The Bank may
make capital distributions during any calendar year equal to the higher of 100%
of its year-to-date net income plus 50% of its "surplus capital ratio" at the
beginning of the calendar year, or 75% of its net income over the most recent
four-quarter period. The "surplus capital ratio" is the lowest percentage by
which the institution's three ratios of fully phased-in capital to assets
exceeds the ratios of its fully phased-in capital requirements to assets.
The Community Reinvestment Act ("CRA") requires that the OTS monitor and
encourage savings institutions to help meet the credit needs of their local
communities. Local communities are defined as those contiguous areas surrounding
each branch office or group of branch offices including low- and moderate-income
neighborhoods in those areas. Regulations promulgated under the CRA require that
each institution's board of directors adopt a CRA statement for each of its
local communities. The CRA statement must include a delineation of the local
community, a list of the types of credit the institution is prepared to extend
within the local community and a copy of the official CRA notice, which informs
the public of the CRA and the institution's required involvement in the CRA. In
connection with its examination of a savings institution, the OTS assesses the
record of performance of the institution in helping to meet the credit needs of
its entire community,
11
<PAGE> 14
Standard Federal Bancorporation, Inc.
including low- and moderate-income neighborhoods. The OTS will review the
institution's CRA statements and any written comments received by the
institution or the OTS from community members. The OTS assesses an institution's
CRA record of performance when requested to review applications for charters,
branches and other deposit facilities, relocations, mergers, consolidations,
acquisitions of assets or assumptions of liabilities, and holding company
acquisitions. Assessment of an applicant's record of performance may be the
basis for denying an application. Since 1994, the Bank has received, a rating of
"outstanding", which is the most favorable rating from the OTS for its community
reinvestment activities.
INSURANCE OF ACCOUNTS AND REGULATION BY THE FDIC
As a federal savings bank, the Bank's deposits are insured by the SAIF up to the
maximum amount provided by applicable laws and regulations. This insurance is
backed by the full faith and credit of the United States Government. The SAIF is
administered and managed by the FDIC. Therefore, the FDIC has been granted
certain regulatory and oversight authority over federal savings institutions.
FDICIA further expanded the FDIC's regulatory and oversight authority over
federal savings institutions. As insurer, the FDIC is authorized to conduct
examinations of, and to require reporting by, SAIF-insured institutions. It also
may prohibit any SAIF-insured institution from engaging in any activity the FDIC
determines by regulation or order to pose a serious threat to the SAIF. The FDIC
also has the authority to initiate enforcement actions against savings
institutions, after giving the OTS an opportunity to take such action, and to
terminate the deposit insurance of a savings institution, as described below.
FDICIA required the FDIC to implement a system of risk-based assessments
for deposit insurance, under which the insurance premium assessed to an
institution will be based upon the FDIC's estimation of the probability of loss
to the SAIF with respect to that institution. On January 1, 1993, a risk-based
assessment system went into effect, under which each insured institution is
assigned to one of nine categories based on three capital categories and three
categories of perceived risk.
The FDIC may terminate the deposit insurance of any insured savings
institution if it determines, after a hearing, that the institution or its
directors engaged or is engaging in unsafe or unsound practices, that the
institution is in an unsafe or unsound condition to continue operations or that
it has violated any applicable law, regulation, order or any condition imposed
by an agreement with the FDIC. It also may suspend deposit insurance temporarily
during the hearing process for the permanent termination of insurance if the
institution has no tangible capital. If insurance of accounts is terminated, the
accounts at the institution at the time of the determination, less subsequent
withdrawals, shall continue to be insured for a period of six months to two
years, as determined by the FDIC.
The FDIC is currently required to assess insured depository institutions
semi-annually in order to maintain the reserve ratio of each deposit insurance
fund, the BIF and the SAIF, or, if the reserve ratio is less than the designated
reserve ratio, to increase the reserve ratio to the designated ratio. The
designated reserve ratio for the BIF and the SAIF for each year is 1.25% of
estimated insured deposits. The FDIC may set a higher percentage if it
determines that there is a significant risk of substantial future loss to a
particular insurance fund.
During September 1996, the Deposit Insurance Funds Act of 1996 ("Funds
Act") was passed by the U.S. Congress. Among other things, the Funds Act
generally required that each SAIF-insured savings institution pay, during the
fourth quarter of 1996, a special, one-time, assessment of 65.7 basis points on
total insured liabilities to fully recapitalize the SAIF. The Bank's after-tax
assessment totaled $43.8 million. Payment of this special assessment reduced the
Bank's prospective annual FDIC insurance premium rate by approximately 72%
(i.e., from 23 basis points of insured deposit liabilities), beginning January
1, 1997.
Annual full-scope, on-site examinations are required of all insured
depository institutions. The appropriate federal banking agency will conduct the
examinations, unless the FDIC has conducted one in the given 12-month period.
The federal agency exams may be staggered every two years for institutions in
which a state banking agency conducts exams in the intervening year.
REGULATORY CAPITAL REQUIREMENTS
Pursuant to FIRREA, the OTS has prescribed three separate minimum
capital-to-assets requirements which must be met by the Bank: (1) a risk-based
capital requirement that "total capital" be at least equal to 8% of
"risk-weighted
12
<PAGE> 15
Standard Federal Bancorporation, Inc.
assets"; (2) a tangible capital requirement that "tangible capital" be at least
equal to 1.5% of "adjusted total assets"; and (3) a leverage ratio requirement
that "core capital" be at least equal to 3.0% of "adjusted total assets." In
assessing an institution's capital adequacy, the OTS takes into consideration
not only these numeric factors but also qualitative factors as well, and has the
authority to establish higher capital requirements for individual institutions
where necessary. Standard Federal Bank, as a matter of prudent management,
targets as its goal the maintenance of capital ratios which exceed these minimum
requirements and that are consistent with the Bank's risk profile.
At December 31, 1996, Standard Federal Bank's risk-based capital was 10.89%
of its risk-weighted assets, or $226.5 million in excess of the current
risk-based capital requirement. At December 31, 1996, the Bank had a tangible
capital requirement of $231.8 million and a core capital requirement of $464.0
million. At December 31, 1996, the Bank's tangible capital was $794.1 million,
5.13% of adjusted total assets, and its core capital was $809.3 million, or
5.23% of adjusted total assets. See Note 22 of the Notes to Consolidated
Financial Statements, Item 8. Financial Statements and Supplementary Data,
herein.
As a function of its regulatory oversight efforts, the OTS has also defined
an interest rate risk ("IRR") component. Initially proposed as an additional
component of risk-based capital requirements, it is now likely that the IRR
component will be used by the OTS only as a supervisory tool. The results
derived from the OTS' IRR model indicate that the Bank was exposed to IRR at a
level higher than the regulatory benchmark. The Bank's December 31, 1996 IRR
component was $80.3 million; such amount equaling the Bank's IRR component as of
September 30, 1996, the most recent date for which data is available. Because
the Bank has $226.5 million of excess risk-based capital as of December 31,
1996, management does not expect this IRR component to either affect the Bank's
continued compliance with applicable regulatory capital requirements, or to
result in any increased regulatory oversight.
The various federal banking agencies have formally implemented the Prompt
Corrective Action ("PCA") provisions contained in the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"). The Bank was categorized for
purposes of PCA as a well-capitalized institution by the OTS as of their
completion of the Bank's 1996 and 1995 Safety and Soundness Examinations. There
are no conditions or events since the last notification that the Bank's
management believes have changed the Bank's category.
In addition to the specific sanctions provided by law for failing to meet
the capital requirements, the OTS and the FDIC are generally authorized to take
enforcement action against a savings institution that fails to meet its capital
requirements. Such actions may include a wide variety of restrictions on
operations, the reduction of interest rates paid on deposits, the imposition of
a capital directive or a cease-and-desist order. In addition, under current
regulatory policy, an institution which fails to meet its capital requirements
is prohibited from paying any dividends. As noted throughout this discussion,
Standard Federal Bank is in full compliance with all applicable capital adequacy
standards.
LIQUIDITY REQUIREMENTS
Federally insured savings institutions are required to maintain an average daily
balance of liquid assets equal to a certain percentage of the sum of its average
daily balance (from the preceding month) of net withdrawable deposit accounts
and borrowings payable in one year or less. The liquidity requirement may vary
from time to time, between 4% and 10%, depending upon economic conditions and
the deposit flows of member savings institutions. At the present time, the
required liquid asset ratio is 5%.
For purposes of this ratio, liquid assets include specified short-term
assets (e.g., cash, certain time deposits, certain bankers acceptances and
short-term United States Treasury obligations) and long-term assets (e.g.,
United States Treasury and state obligations of more than one but less than five
years). FIRREA also authorizes the OTS to designate as liquid assets certain
mortgage-related securities and certain mortgage loans, which are qualifying as
collateral for certain mortgage-backed securities, with less than one year to
maturity. Short-term liquid assets currently must constitute at least 1% of a
savings institution's average daily balance, from the preceding month, of net
withdrawable deposit accounts and current borrowings. Monetary penalties may be
imposed upon institutions for violations of liquidity requirements. At December
31, 1996, the Bank was in compliance with both of these requirements with a
liquidity ratio of 7.39% and a short-term liquidity ratio of 2.58%.
13
<PAGE> 16
Standard Federal Bancorporation, Inc.
QUALIFIED THRIFT LENDER TEST
Mandated by Congress, the qualified thrift lender ("QTL") test was established
to ensure that the primary business of a thrift is to finance homes in the
United States of America. The Bank is required to meet the QTL test in order to
avoid extensive restrictions on its operations under the HOLA. The QTL test
measures the ratio of a savings institution's "qualified thrift investments" to
"portfolio assets." Qualified thrift investments for purposes of the QTL test
may either qualify without limitation, or qualify subject to percentage
restrictions. Qualified thrift investments that qualify without limitation
generally include net loans, equity positions and securities related to domestic
residential real estate or manufactured housing. Qualified thrift investments
that qualify subject to percentage restrictions include: (1) the amount of
residential mortgage loans which the institution or its subsidiaries sold within
90 days of origination; (2) investments in service corporations that deal in
domestic residential housing or manufactured housing; (3) loans for personal,
family, household or education purposes; and (4) FNMA and FHLMC stock. Portfolio
assets for purpose of the QTL test generally equal a savings institution's
tangible assets minus the carrying value of the property used by the institution
to conduct its business minus liquid assets. The QTL test currently requires a
savings institution to have at least 65% of its portfolio assets in qualified
thrift investments on a monthly average for nine out of 12 consecutive months.
In September 1996, Congress enacted the Economic Growth and Regulatory Paperwork
Reduction Act of 1996 (the "Act"). The Act amends the investment restrictions
that appear in the QTL test and enhances the ending flexibility of federal
thrifts. Standard Federal Bank had at least 65% of its portfolio assets invested
in qualifying thrift investments on a monthly average for every month of 1996
(approximately 98% at December 31, 1996). The Bank is, therefore, in compliance
with the current QTL test. Based on December 31, 1996 balances, management is
confident that the Bank will remain in compliance.
Any savings institution which fails to meet the QTL test must convert to a
bank charter, unless it requalifies as a QTL on an average basis in at least
three out of every four quarters for at least two out of the following three
years and thereafter remains a QTL. If the institution does not requalify and
converts to a bank charter, it remains obligated to pay SAIF assessments at
rates equal to those charged to SAIF-insured institutions until the date upon
which the savings institution transfers to the BIF. If an institution which
fails the test has not yet requalified and has not converted to a bank, then its
new investments and activities are limited to those permissible for a national
bank, and it is limited to national bank branching rights in its home state. In
addition, the institution is immediately ineligible to receive any new FHLB
advances and is subject to national bank limits for payment of dividends. If
such institution has not requalified or converted to a bank within three years
after the failure, it must divest of all investments and cease all activities
not permissible for a national bank. In addition, it must promptly repay any
outstanding FHLB advances.
FEDERAL RESERVE SYSTEM
The Board of Governors of the Federal Reserve System ("FRB") has the authority
to require all depository institutions to maintain reserves in the form of cash
on deposit at a Federal Reserve Bank against the institution's transaction
accounts (primarily NOW and Super NOW checking accounts) and non-personal time
deposits. Currently, reserves must be maintained against total transaction
accounts equal to 3% of the first $49.3 million of applicable transaction
accounts plus 10% (subject to adjustment by the FRB to a level between 8% and
14%) of that portion of total transaction accounts in excess of such amount.
Currently, no reserve requirements must be maintained on non-personal time
deposits; however, the FRB may impose a reserve requirement of up to 9% on
non-personal time deposits. The Bank may elect not to maintain reserves against
approximately $4.4 million in accounts subject to these reserve requirements. At
December 31, 1996, the Bank was in compliance with these reserve requirements.
The balances maintained to meet the reserve requirements imposed by the FRB may
be used to satisfy liquidity requirements that may be imposed by the OTS. See
"Liquidity Requirements."
Savings institutions are authorized to borrow from the Federal Reserve Bank
"discount window," but FRB policy generally requires savings institutions to
exhaust other reasonable alternative sources of funds, including FHLB advances,
before borrowing from a Federal Reserve Bank. The Bank has never borrowed from a
Federal Reserve Bank.
14
<PAGE> 17
Standard Federal Bancorporation, Inc.
FEDERAL HOME LOAN BANK SYSTEM
The Bank is a member of the FHLBI, one of the 12 regional FHLBs. As a member,
the Bank is required to purchase and maintain stock of the FHLBI in an amount
equal to the greater of 1% of its aggregate unpaid residential mortgage loans,
home purchase contracts and similar obligations at the beginning of each year,
0.3% of its total assets, or 5% (or such greater fraction as established by each
FHLB) of outstanding FHLB advances and commitments to obtain FHLB advances. The
Bank complies with this requirement, holding stock in the FHLBI in the amount of
$112.1 million at December 31, 1996, compared to its required minimum of $112.1
million.
The Bank receives dividends on its FHLB stock. For 1996, dividends paid by
the FHLBI to the Bank amounted to $8.7 million, or 6% of the Bank's pretax
income, compared to $8.0 million, or 4% of the Bank's pretax income in the prior
year. Current law requires the 12 regional FHLBs to contribute funds annually in
order to enable the Resolution Funding Corporation to pay required debt service
on bonds which it has sold to enable the RTC to deal with insolvent savings
institutions. The FHLBs are also required to purchase stock in the Resolution
Funding Corporation. These required contributions and stock purchases involve
substantial sums of money and have reduced the ability of the FHLBs to pay
dividends on the shares of their common stock held by member institutions.
FEDERAL AND STATE TAXATION
FEDERAL TAXATION
General. The Company is treated as a "corporation" for federal income tax
purposes and, like other corporations, must pay federal income tax at the
corporate level. In most respects, the Company's annual income tax liability is
determined under those provisions of the Internal Revenue Code of 1986, as
amended ("IRC"), that apply to all taxpayers and to corporations generally.
There are, however, a few special rules under the IRC which are specifically
directed to the taxation of financial institutions. For example, IRC Section 591
sets forth special rules for deducting interest credited to depositors' accounts
and IRC Section 595 details accounting for income resulting from foreclosures.
The Company and its consolidated subsidiaries are currently undergoing
examinations of the consolidated federal income tax returns for the years ended
December 31, 1990, through 1992. The final determination of tax liability for
these taxable years has not been completed. In the opinion of management, any
such final determination or examination of still open returns, including returns
of subsidiaries and predecessors of, or entities merged into the Company, would
not result in a deficiency which could have a material adverse effect on the
financial condition or results of operations of the Company and its consolidated
subsidiaries. See Note 19 of the Notes to Consolidated Financial Statements for
additional information regarding income taxes in Item 8. Financial Statements
and Supplementary Data, herein.
Recently enacted federal legislation has amended the sections of the
Internal Revenue Code relating to deductions for bad debts by thrift
institutions. This legislation generally requires thrifts to recapture into
income over a six-year period only the portion of their bad debt reserves that
exceed their reserves existing before 1988. If the Company meets a "residential
loan requirement" for a tax year beginning in 1996 or 1997, the recapture of the
reserves will be suspended for such tax year. Thus, recapture can potentially be
deferred for up to two years.
In accordance with this legislation, the Company's pre-1988 reserves are
frozen, not forgiven. Certain events will still trigger a recapture of these
reserves. For example, while the pre-1988 reserves will not be recaptured if the
Bank converts to a bank charter or is merged into a bank, it will be recaptured
if the Bank ceases to qualify as a bank for federal income tax purposes (e.g.,
the Bank converts to a credit union). The pre-1988 reserves also remain subject
to income tax penalty provisions which, in general, require recapture upon
certain stock redemptions of, and excess distributions to, shareholders.
The Company's pre-1988 bad debt reserves total approximately $50.0 million,
while its post-1988 bad debt reserves total approximately $30.0 million. Under
existing generally accepted accounting principles (i.e., SFAS 109, "Accounting
for Income Taxes"), the Company has consistently accrued a liability for the
post-1987 reserves. Thus, recapture of the post-1987 bad debt reserves will not
materially impact the Company's financial condition or its results of
operations.
15
<PAGE> 18
Standard Federal Bancorporation, Inc.
STATE AND LOCAL TAXATION
The Bank is subject to the Michigan intangible tax and the Company and its
subsidiary are subject to the Michigan Single Business Tax. The Michigan
intangibles tax, which is in the process of being phased-out and will be
eliminated by 1998, is currently applied at the rate of $0.10 per $1,000 of
qualifying deposits ($0.05 per $1,000 in 1997), less the amount of deposits
owing to certain governmental agencies and certain other financial institutions.
The Michigan Single Business Tax rate for 1996 is approximately 2.30% and
applies to a tax base which is substantially different from federal taxable
income due to adjustments for employee compensation, depreciation and capital
acquisitions. The Single Business Tax, by its nature, is not considered an
income tax for financial reporting purposes and, therefore, it is reflected in
Standard Federal's operating and administrative expenses under the caption
"Other taxes" in the Consolidated Statements of Income.
Because of its branch offices and other business activities, including
InterFirst-related wholesale mortgage banking operations, the Bank is also
subject to financial institution franchise and other similar taxes in several
other states. Based on its current level of business activities in these states,
the amount of taxes that the Bank pays in these states is not significant.
COMPETITION
Based on total assets at December 31, 1996, the Company is the sixth largest
publicly traded savings institution in the United States and the largest savings
institution headquartered in the state of Michigan. The Company faces
substantial competition both in attracting deposits and making real estate and
other loans. Its most direct competition for deposits has historically come from
other savings institutions, commercial banks and credit unions. Money market
funds and full-service securities brokerage firms also provide competition in
this area. The Company's competition for loans comes principally from other
savings institutions, commercial banks, mortgage banking companies and other
institutional lenders.
The primary factors in competing for loans are the efficiency and quality
of services provided to borrowers and real estate brokers and the interest rates
and loan fees charged. The Company competes for deposits by offering a variety
of accounts at competitive rates through convenient branch locations with
complete inter-branch banking capabilities. The Company believes that its
ability to continue to compete effectively would be affected by increased
competition from other financial institutions for deposits and loans, including
institutions located outside of the state of Michigan.
As noted above, federal laws and regulations restrict certain activities of
savings institutions, particularly in the lending and investment areas, as well
as in deposit-gathering activities, in ways that could be viewed as restrictive
on a savings institution's competitive posture. Recent amendments to these laws
have also increased the competition facing the Company in several other ways.
For example, bank holding companies are now authorized to acquire healthy
savings institutions, subject to applicable standards for regulatory approval.
In addition, savings institutions and savings and loan holding companies have
authority to acquire ownership of commercial banks, subject to regulatory
approval, and the law now also permits federal savings institutions to convert
to the status of national banks. The general effect of these structural changes
can be expected to increase competition for loans and deposits among adequately
capitalized savings institutions and commercial banks. However, Standard Federal
does not consider that the overall impact of recent legislation in these areas
is materially adverse to its competitive situation.
PERSONNEL
At December 31, 1996, Standard Federal and its subsidiaries had approximately
3,427 full-time and 604 part-time employees. The employees are not represented
by a collective bargaining unit. The Company provides its employees with a
comprehensive program of benefits, some of which are on a contributory basis,
including comprehensive medical and dental plans, life insurance, disability
insurance, a retirement plan and a shared-contribution savings investment plan.
Standard Federal's management considers its employee relations to be excellent.
16
<PAGE> 19
Standard Federal Bancorporation, Inc.
EXECUTIVE OFFICERS
The executive officers of the Standard Federal and the Company are as follows:
<TABLE>
<CAPTION>
Name and Age Position(s) Held with Bank and Company
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Thomas R. Ricketts, 66
Chairman of the Board, President and Chief Executive
Officer
Garry G. Carley, 57
Executive Vice President, Secretary and Director
Ronald J. Palmer, 49
Senior Vice President and General Counsel
Joseph Krul, 51
Senior Vice President and Chief Financial Officer
- -------------------------------------------------------------------------------------------------------------
</TABLE>
THOMAS R. RICKETTS joined the Bank in 1956. He was elected President of the Bank
in 1973. In 1974, Mr. Ricketts was elected President and Chief Executive Officer
of the Bank. In 1981, Mr. Ricketts was also elected Chairman of the Board of the
Bank. Mr. Ricketts is also Chairman of the Board and President of the Company.
GARRY G. CARLEY joined the Bank in 1977. He served as Senior Vice President and
General Counsel of the Bank from 1977 to 1983. In 1982, Mr. Carley was also
elected Secretary. Since 1983, he has served as Executive Vice President and
Secretary of the Bank. Since 1989, Mr. Carley has served as Chief Lending
Officer of the Bank. Mr. Carley is also Executive Vice President and Secretary
of the Company.
RONALD J. PALMER joined the Bank in 1973. He served as a Staff Attorney of the
Bank from 1979 until 1982. From 1983 until 1984, he served as Vice President and
General Counsel. Since 1984, Mr. Palmer has served as Senior Vice President and
General Counsel. Mr. Palmer is also Senior Vice President and General Counsel of
the Company.
JOSEPH KRUL joined the Bank in 1985 as Vice President, Corporate Planning. He
became Controller of the Bank in 1987 and, in 1988, he became a Senior Vice
President of the Bank. In 1990, Mr. Krul became Chief Financial Officer. Mr.
Krul is also Senior Vice President and Chief Financial Officer of the Company.
ITEM 2. PROPERTIES
The Bank currently has 182 full-service Banking Centers and 11 retail Home
Lending Centers in Michigan, Indiana, Illinois and Ohio. The Bank also has 28
wholesale Loan Production Offices which conduct business with correspondents
nationwide. Standard Federal owns the buildings and land for 141 of its offices,
owns the building but leases the land for 8 of its offices and leases the
remaining 72 of its offices, with lease expiration dates ranging from 1997 to
2103. At December 31, 1996, the total net book value of all of the Bank's
offices was approximately $167.9 million. See Notes 13 and 21 of the Notes to
Consolidated Financial Statements, in Item 8. Financial Statements and
Supplementary Data, herein.
The Bank's headquarters building is in Troy, Michigan. Substantially all of
its operational and support functions are housed in this facility. The
headquarters building contains approximately 450,000 gross square feet, of which
all of the available rentable space, not occupied by the Bank, is leased to
commercial and professional tenants at market rental rates.
The Bank utilizes a highly sophisticated data communications network
supported by three Unisys mainframe computer systems, two for production and one
for back-up, testing and development. At December 31, 1996, the net book value
of the Bank's computer and related equipment (including teller terminals and
ATMs) was approximately $28.9 million.
ITEM 3. LEGAL PROCEEDINGS
On July, 25, 1995, the Company filed a claim in the United States Court of
Claims to recover damages as a result of the enactment of FIRREA. Under FIRREA,
the Company was forced to accelerate the rate of exclusion from qualifying
regulatory capital of approximately $120.5 million of supervisory goodwill
arising out of the acquisition of seven troubled savings and loan associations
from 1980 through 1983. During July 1996, the Supreme Court of the United States
ruled in favor of a California thrift in its claim to recover funds lost as a
17
<PAGE> 20
Standard Federal Bancorporation, Inc.
result of FIRREA. The Supreme Court held that FIRREA nullified contracts with
the thrift by changing accounting rules and that this legislation, therefore,
violated the U.S. Constitution. At this time the Company is unable to predict
the likelihood of ultimate success in its claim, nor can it estimate the
timeframe or range of potential recovery.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
18
<PAGE> 21
Standard Federal Bancorporation, Inc.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
COMMON STOCK
The Company's common stock is traded on the New York Stock Exchange. The trading
symbol is SFB. The abbreviation often used in newspaper stock listings is
StdFdBcp. At February 24, 1997, there were approximately 7,300 record holders of
the Company's common stock.
QUARTERLY STOCK PRICE/DIVIDEND INFORMATION
The following table summarizes Standard Federal Bancorporation Inc.'s common
stock price and dividend activity for:
<TABLE>
<CAPTION>
Quarter Ended
12/31/96 9/30/96 6/30/96 3/31/96 12/31/95 9/30/95 6/30/95 3/31/95
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
High price during the
period $58.00 $46.00 $43.50 $42.88 $40.38 $40.88 $33.75 $30.25
Low price during the period 46.00 37.38 36.63 37.88 35.38 33.00 26.75 23.75
Closing price at the end of
the period 56.88 45.75 38.50 42.50 39.38 39.00 33.63 26.88
Price/earnings ratio (1) 12.9X 10.9X 9.6X 11.1X 10.6X 10.6X 9.2X 7.3X
Dividends per common share $0.20 $0.20 $0.19 $0.19 $0.18 $0.18 $0.17 $0.17
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on most recent twelve-month net recurring earnings per share
(excluding one-time only charges in 1996) and end-of-period stock prices.
19
<PAGE> 22
MANAGEMENT'S REPORT Standard Federal Bancorporation, Inc.
FINANCIAL STATEMENTS
The Management of Standard Federal Bancorporation, Inc. (the "Company") and its
subsidiary, Standard Federal Bank is responsible for the preparation, integrity,
and fair presentation of its published financial statements and all other
information presented in this Form 10-K. The financial statements have been
prepared in accordance with generally accepted accounting principles and, as
such, include amounts based on informed judgements and estimates made by
Management.
INTERNAL CONTROL
Management is responsible for establishing and maintaining an effective internal
control structure over financial reporting presented in conformity with both
generally accepted accounting principles and Office of Thrift Supervision
instructions for Thrift Financial Reports ("TFR instructions"). The structure
contains monitoring mechanisms, and actions are taken to correct any
deficiencies which are identified.
There are inherent limitations in the effectiveness of any structure of
internal controls, including the possibility of human error and the
circumvention or overriding of controls. Accordingly, even an effective internal
control structure can provide only reasonable assurance with respect to
financial statement preparation. Further, because of changes in conditions, the
effectiveness of an internal control structure may vary over time.
Management assessed the Company's internal control structure over financial
reporting presented in conformity with both generally accepted accounting
principles and TFR instructions as of December 31, 1996. This assessment was
based on criteria for effective internal control over financial reporting
described in "Internal Control-Integrated Framework" issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this assessment,
Management believes that the Company maintained an effective internal control
structure over financial reporting presented in conformity with both generally
accepted accounting principles and TFR instructions, as of December 31, 1996.
The Audit Committee of the Company's Board of Directors consists entirely
of outside directors who are independent of the Company's Management. It
includes members with financial management expertise, has access to its own
outside counsel or other advisors it deems necessary to fulfill its
responsibilities, and does not include any large customers of the Company. The
Audit Committee is responsible for recommending to the Board of Directors the
selection of independent auditors. It meets periodically with Management, the
independent auditors and the internal auditors to ensure that they are carrying
out their responsibilities. The Audit Committee is also responsible for
performing an oversight role by reviewing and monitoring the financial,
accounting and auditing procedures of the Company in addition to reviewing the
Company's financial reports. The independent auditors and the internal auditors
have full and free access to the Audit Committee, with or without the presence
of Management, to discuss the adequacy of the internal control structure for
financial reporting and any other matters which they believe should be brought
to the attention of the Audit Committee.
COMPLIANCE WITH LAWS AND REGULATIONS
Management is also responsible for ensuring compliance with the federal laws and
regulations concerning loans to insiders and the federal and state laws and
regulations concerning dividend restrictions, which are the laws and regulations
relating to safety and soundness which have been designated by the Federal
Deposit Insurance Corporation.
Management assessed its compliance with the designated safety and soundness
laws and regulations and has maintained records of its determinations and
assessments as required by the Federal Deposit Insurance Corporation. Based on
this assessment, Management believes that the Company has complied, in all
material respects, with the designated safety and soundness laws and regulations
for the year ended December 31, 1996.
THOMAS R. RICKETTS JOSEPH KRUL
Thomas R. Ricketts Joseph Krul
Chairman of the Board, Senior Vice President and
President and Chief Executive Officer Chief Financial Officer
January 16, 1997
20
<PAGE> 23
[THIS PAGE INTENTIONALLY LEFT BLANK]
21
<PAGE> 24
ITEM 6. SELECTED FINANCIAL DATA
SUMMARY OF SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
At or For the Year Ended December 31,
1996 1995 1994 1993
Summary of Consolidated Statements of Income: (In Thousands, Except Share Data)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Interest income $1,043,743 $925,703 $774,996 $715,059
Interest expense 655,237 603,219 444,349 426,428
- ------------------------------------------------------------------------------------------------------------------
Net interest income 388,506 322,484 330,647 288,631
Provisions for losses 2,992 1,304 184 11,311
- ------------------------------------------------------------------------------------------------------------------
Net interest income after provisions for losses 385,514 321,180 330,463 277,320
- ------------------------------------------------------------------------------------------------------------------
Net gains 19,607 20,694 6,957 23,477
Other income 60,964 44,339 47,710 30,488
Operating and administrative expenses (1) 313,503 198,012 198,527 151,323
- ------------------------------------------------------------------------------------------------------------------
Income before federal income tax provision, extraordinary
items and the cumulative effects of accounting changes 152,582 188,201 186,603 179,962
Provision for federal income taxes 55,400 68,700 67,600 64,400
- ------------------------------------------------------------------------------------------------------------------
Income before extraordinary items and the cumulative
effects of accounting changes 97,182 119,501 119,003 115,562
Extraordinary items -- -- -- --
Cumulative effect of a change in accounting for goodwill (43,032) -- -- --
Cumulative effect of a change in accounting for income
taxes -- -- -- --
- ------------------------------------------------------------------------------------------------------------------
Net income $54,150 $119,501 $119,003 $115,562
- ------------------------------------------------------------------------------------------------------------------
Earnings per share:
Income before extraordinary items and the cumulative
effects of changes in accounting $3.03 $3.70 $3.70 $3.60
- ------------------------------------------------------------------------------------------------------------------
Net income $1.69 $3.70 $3.70 $3.60
- ------------------------------------------------------------------------------------------------------------------
Dividends per common share $0.78 $0.70 $0.62 $0.54
- ------------------------------------------------------------------------------------------------------------------
Dividend payout ratio 46.2% 18.9% 16.8% 15.0%
- ------------------------------------------------------------------------------------------------------------------
SUMMARY OF CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION:
- ------------------------------------------------------------------------------------------------------------------
Total assets $15,650,791 $13,275,608 $12,076,933 $10,905,397
Investments 520,361 227,774 369,049 316,379
Mortgage-backed securities 2,884,196 3,189,433 2,527,476 2,438,169
Loans receivable 11,438,836 9,197,725 8,488,385 7,435,063
Cost in excess of fair value of net assets acquired 161,998 135,874 151,381 149,914
Deposits 10,971,018 9,151,929 8,150,121 7,790,555
Borrowings 3,317,858 2,818,217 2,772,715 1,989,350
Stockholders' equity 956,773 916,263 812,824 710,500
- ------------------------------------------------------------------------------------------------------------------
OTHER FINANCIAL AND STATISTICAL DATA:
- ------------------------------------------------------------------------------------------------------------------
Core capital ratio 5.23% 5.82% 6.10% 6.01%
Tangible capital ratio 5.13% 5.67% 5.53% 5.08%
Risk-based capital ratio 10.89% 12.53% 12.83% 12.74%
Interest rate spread during the period 2.57% 2.36% 2.90% 2.86%
Net interest margin on average earning assets 2.81% 2.64% 3.11% 3.10%
Operating expense ratio (2) 51.11% 48.63% 48.60% 44.08%
Ratio of nonperforming assets to total assets 0.59% 0.39% 0.43% 0.71%
Return on average assets (3) 0.35% 0.93% 1.05% 1.17%
Equity-to-assets ratio (at the end of the period) 6.11% 6.90% 6.73% 6.52%
Equity-to-assets ratio (average for the period) 6.25% 6.67% 6.69% 6.64%
Return on average stockholders' equity (4) 5.96% 13.93% 15.68% 17.61%
Number of full-service Banking Centers 182 166 168 169
Number of Home Lending Centers (retail) 11 11 10 9
Number of Loan Production Offices (wholesale) 28 24 27 13
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Included in the 1996 operating and administrative expenses is a one-time
industry wide assessment, mandated by federal law, the Company's pre-tax
portion of which totaled $67,311,000, ($1.37 per share on an after-tax
basis) for the recapitalization of the Savings Association Insurance Fund
("SAIF") of the Federal Deposit Insurance Corporation.
(2) Total operating and administrative expenses (excluding goodwill
amortization) divided by the sum of net interest income and other recurring
income (primarily fees and charges). For 1996, this ratio excludes the SAIF
recapitalization expense noted above. This ratio is often referred to as an
"efficiency ratio".
(3) The return on average assets for 1996 includes the effect of the SAIF
recapitalization and the cumulative effect of a change in accounting for
goodwill. Excluding these one-time only items, the Company's return on
average assets would have been 0.97% for the year ended December 31, 1996.
(4) The return on average stockholders' equity for 1996 includes the effect of
the SAIF recapitalization and the cumulative effect of a change in
accounting for goodwill. Excluding these one-time only items, the Company's
return on average stockholders' equity would have been 14.61% for the year
ended December 31, 1996.
22
<PAGE> 25
Standard Federal Bancorporation, Inc.
<TABLE>
<CAPTION>
At or For the Year Ended December 31,
1992 1991 1990 1989 1988 1987
(In Thousands, Except Share Data)
<S> <C> <C> <C> <C> <C> <C>
==================================================================================================
$758,181 $828,801 $871,775 $920,602 $833,888 $742,202
498,586 616,996 704,752 767,974 667,964 596,978
- --------------------------------------------------------------------------------------------------
259,595 211,805 167,023 152,628 165,924 145,224
11,728 11,990 7,439 5,002 4,559 8,426
- --------------------------------------------------------------------------------------------------
247,867 199,815 159,584 147,626 161,365 136,798
- --------------------------------------------------------------------------------------------------
28,235 12,424 5,395 18,804 7,503 29,029
16,279 33,011 33,985 31,771 25,432 36,569
143,468 138,960 135,631 128,487 104,289 99,750
- --------------------------------------------------------------------------------------------------
148,913 106,290 63,333 69,714 90,011 102,646
53,300 40,488 23,270 24,050 31,685 45,832
- --------------------------------------------------------------------------------------------------
95,613 65,802 40,063 45,664 58,326 56,814
-- -- -- -- -- 10,606
-- -- -- -- -- --
-- -- -- -- 4,962 --
- --------------------------------------------------------------------------------------------------
$95,613 $65,802 $40,063 $45,664 $63,288 $67,420
==================================================================================================
$3.00 $2.11 $1.30 $1.48 $1.91 $1.90
==================================================================================================
$3.00 $2.11 $1.30 $1.48 $2.07 $2.27
==================================================================================================
$0.46 $0.40 $0.40 $0.40 $0.30 --
==================================================================================================
15.3% 19.0% 30.8% 27.0% 14.5% --
==================================================================================================
==================================================================================================
$9,544,731 $9,513,922 $9,297,253 $9,638,381 $9,573,114 $8,514,739
543,149 939,328 1,071,417 1,418,640 1,816,592 1,833,285
3,175,781 3,918,852 4,076,774 4,336,438 4,558,028 4,187,327
5,247,577 4,048,668 3,551,088 3,248,626 2,679,373 2,076,924
120,568 128,960 127,492 136,287 117,911 129,959
6,527,603 6,188,550 5,898,363 6,168,777 5,271,335 4,499,501
2,081,312 2,474,762 2,683,799 2,756,912 3,688,711 3,429,553
609,071 524,765 468,811 440,762 406,179 351,711
==================================================================================================
==================================================================================================
6.14% 5.25% 4.77% 4.26% N/A N/A
5.14% 4.18% 3.69% 3.19% N/A N/A
13.53% 11.81% 11.22% 10.57% N/A N/A
2.62% 2.15% 1.73% 1.50% 1.72% 1.66%
2.89% 2.38% 1.86% 1.62% 1.88% 1.84%
47.44% 52.71% 63.04% 65.20% 50.59% 50.74%
0.75% 0.73% 0.55% 0.48% 0.28% 0.29%
1.00% 0.70% 0.42% 0.46% 0.68% 0.81%
6.38% 5.52% 5.04% 4.57% 4.24% 4.13%
5.90% 5.20% 4.71% 4.25% 4.11% 3.65%
16.93% 13.37% 8.84% 10.79% 16.67% 22.19%
123 120 114 113 85 79
7 7 4 4 -- --
-- -- -- -- -- --
==================================================================================================
</TABLE>
23
<PAGE> 26
Standard Federal Bancorporation, Inc.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
PROFILE AND INTRODUCTION
In May 1995, Standard Federal Bancorporation, Inc. ("Standard Federal" or the
"Company"), became the holding company for Standard Federal Bank (the "Bank"), a
federally chartered savings bank founded in 1893. Standard Federal Bank
completed its public offering in January 1987 and since then has significantly
increased its banking franchise. This growth has been achieved not only through
in-market mergers and acquisitions, but also by aggressively developing the
Company's core businesses. Through a consistent focus on retail and wholesale
residential mortgage lending, retail deposit gathering, consumer lending and
residential mortgage loan servicing, the Company has been able to maintain its
net interest margin, increase recurring fee income, maintain a high level of
asset quality and control its operating expenses. As a result, Standard Federal
has experienced increased operating profitability over the past several years.
The Company has significantly expanded its branch network geographically
through 22 mergers and acquisitions over the past 16 years. With $15.7 billion
in assets at December 31, 1996, Standard Federal is the sixth largest publicly
traded thrift, in terms of assets, in the United States. For purposes of federal
Prompt Corrective Action ("PCA") regulations, the Bank's regulators categorized
Standard Federal Bank as well-capitalized, the highest possible rating,
throughout all of 1996.
On November 22, 1996, Standard Federal and ABN AMRO North America, Inc.
("ABN AMRO") announced that they had reached an agreement to purchase Standard
Federal. ABN AMRO has agreed to purchase all outstanding common stock of the
Company for $59 per share in cash. Based on the current number of outstanding
shares and options, the acquisition is valued at approximately $1.9 billion.
Pending regulatory and shareholder approval, the transaction is expected to
close by mid-year 1997. Upon closing, current Standard Federal branches will
continue to operate under the Standard Federal name, and the Bank will remain a
stand-alone federal savings bank, headquartered in Troy.
On June 7, 1996, the Company completed the acquisition of Bell Bancorp,
Inc. ("Bell"), located in the greater Chicago, Illinois area. Bell, through its
principal operating subsidiary, Bell Federal Savings and Loan Association ("Bell
Federal"), had total assets of $1.9 billion and total deposits of $1.6 billion,
at the date of acquisition. The total cash outlay by Standard Federal to acquire
Bell was $355.0 million. As of the date of the acquisition, Bell Federal was
merged into the Bank. Its fourteen full-service banking offices were added to
the Bank's retail branch network.
On January 12, 1996, the Company completed the acquisition of FSB Financial
Corporation ("FSB"), located in Kalamazoo, Michigan. FSB, through its principal
operating subsidiary, Fidelity Savings Bank, had total assets of $163.3 million
and total deposits of $122.8 million, at the date of acquisition. The total cash
outlay by Standard Federal to acquire FSB was $24.7 million. As of the date of
acquisition, Fidelity Savings Bank was merged into the Bank. Three of its four
full-service banking offices were consolidated into existing offices of the
Bank, while the remaining office was added to the Bank's retail branch network.
RESULTS OF OPERATIONS
Standard Federal's net income totaled $54.2 million ($1.69 per share) for the
year ended December 31, 1996, compared to $119.5 million ($3.70 per share) in
1995 and $119.0 million ($3.70 per share) in 1994. The 1996 annual earnings
reflect the after-tax cost of a one-time assessment, mandated by federal law, of
$43.8 million, or $1.37 per share, for the recapitalization of the Savings
Association Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation
("FDIC"). Also reflected in the 1996 annual earnings is the effect of a change
in accounting for goodwill which resulted in a reduction of earnings and
unamortized goodwill of $43.0 million, or $1.34 per share. This accounting
change is associated with the unamortized goodwill related to three acquisitions
undertaken in the early 1980's, as a result of the company's adoption of the
Financial Accounting Standards Board ("FASB") Statement of Financial Accounting
Standard No. 72, "Accounting for Certain Acquisitions of Banking or Thrift
Institutions" ("SFAS 72"), for such acquisitions. For the year ended December
31, 1996, net operating earnings excluding the goodwill accounting charge and
the SAIF assessment were $140.9 million, or $4.40 per share, an 18% increase
over net income of $119.5 million, or $3.70 per share, reported for the year
24
<PAGE> 27
Standard Federal Bancorporation, Inc.
ended December 31, 1995. During 1996, pretax core operating earnings totaled
$198.5 million, a 14% increase compared to the $174.1 million recorded during
the prior year. Core earnings consist of the more stable sources of banking
income, such as net interest income, loan fees and deposit-related fees and
charges, and excludes gains from the sale of earning assets, servicing rights
valuation adjustments and the FDIC special assessment. While the origination and
sale of single-family mortgage loans is an integral part of the Company's
business strategy, the volume of gains is subject to significant fluctuation
from period to period as a result of changing market conditions. The increased
level of operating earnings is attributable to a variety of factors including an
increase in the Company's average earning assets due to the Bell acquisition,
stable net interest margins, record-setting mortgage production and an increase
in fee income associated with the Company's growing customer base.
During 1995, pretax core operating earnings totaled $174.1 million (92.5%
of total pretax earnings), a 3% decrease compared to the $179.6 million recorded
during 1994. This decreased level of operating earnings is attributable to a
variety of factors including the effects of a flatter yield curve and relatively
higher funding costs.
NET INTEREST INCOME
Net interest income is the Company's largest source of recurring earnings. The
level of net interest income is impacted by the volume of average earning assets
outstanding, the general level of interest rates and other factors. It
represented 82.8%, 83.2% and 85.8% of the Company's total revenues for the years
ended December 31, 1996, 1995 and 1994, respectively. During 1996, the Company
earned $388.5 million in net interest income, which represents an increase of
20% compared to the amount reported in 1995. This increase is primarily
attributable to an increase in average earning assets related to the Bell
acquisition and a stable net interest margin.
During 1996, both total average earning assets and interest-bearing
liabilities increased $1.6 billion. The Company continues in its efforts to
replace wholesale assets (such as mortgage-backed and investment securities) and
liabilities (such as FHLB advances and reverse repurchase agreements) with
primarily single-family loans and retail deposits, respectively. The increase in
the Company's average earning assets and interest-bearing liabilities is largely
due to the acquisition of Bell and FSB. These acquisitions added approximately
$2.0 billion in earning assets to the Company. During 1996, the Company's
average loan portfolio increased by $1.2 billion, or 13%, while its average
deposit portfolio increased by $1.5 billion, or 18%.
The Company's net interest margin increased to 2.81% of average earning
assets during the year ended December 31, 1996, compared to 2.64% during the
prior year, due to a stable rate environment in 1996. The yield earned on the
Company's earning assets decreased by 0.02%, from 7.58% during 1995 to 7.56%
during 1996, while the cost of interest-bearing liabilities decreased by 0.23%,
from 5.22% during 1995 to 4.99% during 1996.
During 1995, total average earning assets increased $1.6 billion, while
total average interest-bearing liabilities increased $1.4 billion. The increase
in the Company's average earning assets was due to the substantial volume of
loan originations during the year. During 1995, the Company's average loan
portfolio increased by $1.4 billion, or 17.5%, while its average mortgage-backed
securities ("MBS") and investment securities portfolios increased by only a
total of $216.8 million, or 7.4%. The Company's average deposit portfolio
increased by $687.4 million, or 8.6%, while its average total borrowings
increased by $727.6 million, or 33.7%. The increase in average total borrowings
during 1995 was attributable to short-term liquidity needs throughout the year
as loan demand increased.
The Company's net interest margin decreased to 2.64% of average earning
assets during the year ended December 31, 1995, compared to 3.11% during the
prior year, due to a rapidly rising interest rate environment during the early
part of 1995. The yield earned on the Company's earning assets increased by
0.30% from 7.28% during 1994 to 7.58% during 1995. However, the cost of
interest-bearing liabilities increased by 0.84%, from 4.38% during 1994 to 5.22%
during 1995.
Table 1 presents interest income from average earning assets, expressed in
dollars and yields, and interest expense on average interest-bearing
liabilities, expressed in dollars and rates. Interest income from earning assets
includes the accretion/amortization of unearned discounts/premiums and the
accretion of net deferred loan origination fees. Interest expense on
interest-bearing liabilities includes the impact of interest rate exchange
25
<PAGE> 28
Standard Federal Bancorporation, Inc.
agreements and the accretion/amortization of unearned purchase accounting
discounts/premiums. The average balance of investment and mortgage-backed
securities available for sale were calculated using the historical amortized
cost balance without the effects of fair value adjustments. Nonaccruing loans
were included in the daily average loan amounts outstanding.
TABLE 1
AVERAGE YIELDS EARNED AND RATES PAID
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------------
Average Yield/ Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate Balance Interest Rate
EARNING ASSETS: (IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
Real estate loans $9,486.5 $709.9 7.48% $8,423.7 $631.8 7.50% $7,162.2 $529.1 7.39%
Consumer loans 607.0 63.6 10.47 526.6 57.5 10.93 453.0 44.7 9.86
Commercial loans 163.8 14.3 8.74 119.4 11.4 9.51 103.0 8.5 8.22
- -----------------------------------------------------------------------------------------------------------------------------
Total 10,257.3 787.8 7.68 9,069.7 700.7 7.73 7,718.2 582.3 7.54
- -----------------------------------------------------------------------------------------------------------------------------
Mortgage-backed securities
available for sale 653.5 56.2 8.60 90.7 7.7 8.53 -- -- --
Mortgage-backed securities 2,403.0 168.5 7.01 2,681.8 192.8 7.19 2,484.0 169.8 6.84
Investment securities
available for sale 2.1 0.1 6.34 -- -- -- 3.5 0.2 5.59
Investment securities 497.4 31.1 6.25 375.5 24.5 6.54 443.7 22.7 5.12
- -----------------------------------------------------------------------------------------------------------------------------
Total earning assets $13,813.3 $1,043.7 7.56% $12,217.7 $925.7 7.58% $10,649.4 $775.0 7.28%
- -----------------------------------------------------------------------------------------------------------------------------
Other assets 715.1 635.9 694.1
- -----------------------------------------------------------------------------------------------------------------------------
Total assets $14,528.4 $12,853.6 $11,343.5
- -----------------------------------------------------------------------------------------------------------------------------
Interest-Bearing Liabilities:
- -----------------------------------------------------------------------------------------------------------------------------
Deposits $10,211.1 $476.1 4.66% $8,667.4 $418.0 4.82% $7,980.0 $319.4 4.00%
FHLB advances and other
long-term borrowings 1,904.9 114.8 6.03 1,975.5 124.0 6.28 1,666.0 101.4 6.09
Federal funds purchased and
reverse repurchase
agreements 1,015.7 64.3 6.33 910.7 61.2 6.72 492.6 23.6 4.80
- -----------------------------------------------------------------------------------------------------------------------------
Total interest-bearing
liabilities $13,131.7 $655.2 4.99% $11,553.6 $603.2 5.22% $10,138.6 $444.4 4.38%
- -----------------------------------------------------------------------------------------------------------------------------
Other liabilities 488.8 442.1 445.8
Stockholders equity 907.9 857.9 759.1
- -----------------------------------------------------------------------------------------------------------------------------
Total liabilities and
stockholders equity $14,528.4 $12,853.6 $11,343.5
- -----------------------------------------------------------------------------------------------------------------------------
Excess of average earning
assets over average
interest-bearing liabilities $681.6 $664.1 $510.8
- -----------------------------------------------------------------------------------------------------------------------------
Interest spread 2.57% 2.36% 2.90%
- -----------------------------------------------------------------------------------------------------------------------------
Interest income/earning assets $1,043.7 7.56% $925.7 7.58% $775.0 7.28%
Interest expense/earning
assets 655.2 4.75 603.2 4.94 444.4 4.17
- -----------------------------------------------------------------------------------------------------------------------------
Net interest margin $388.5 2.81% $322.5 2.64% $330.6 3.11%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Table 2 presents the dollar amount of changes in interest income and
interest expense for major components or earning assets and interest-bearing
liabilities, which are presented in Table 1. Table 2 distinguishes between the
changes related to average outstanding balances (changes in volume while holding
the initial rate
26
<PAGE> 29
Standard Federal Bancorporation, Inc.
constant) and the changes related to average interest rates (changes in average
rates while holding the initial balance constant). Changes attributable to both
volume and rates have been allocated proportionately.
TABLE 2
RATE/VOLUME ANALYSIS
<TABLE>
<CAPTION>
Year Ended December 31,
1996 versus 1995 1995 versus 1994 1994 versus 1993
- -------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) Due To: Increase (Decrease) Due To: Increase (Decrease) Due To:
- -------------------------------------------------------------------------------------------------------------------------
Volume Rate Total Volume Rate Total Volume Rate Total
- -------------------------------------------------------------------------------------------------------------------------
EARNING ASSETS: (In Millions)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
Real estate loan $79.8 ($1.7) $78.1 $94.7 $8.0 $102.7 $134.8 ($34.8) $100.0
Consumer loans 8.6 (2.5) 6.1 7.7 5.1 12.8 1.9 1.7 3.6
Commercial loans 3.9 (1.0) 2.9 1.5 1.4 2.9 1.4 1.1 2.5
- -------------------------------------------------------------------------------------------------------------------------
Total 92.3 (5.2) 87.1 103.9 14.5 118.4 138.1 (32.0) 106.1
- -------------------------------------------------------------------------------------------------------------------------
Mortgage-backed
securities 28.8 (4.6) 24.2 20.6 10.1 30.7 (27.6) (16.1) (43.7)
Investment securities 7.7 (1.0) 6.7 (4.1) 5.7 1.6 (5.6) 3.2 (2.4)
- -------------------------------------------------------------------------------------------------------------------------
Total $128.8 ($10.8) $118.0 $120.4 $30.3 $150.7 $104.9 ($44.9) $60.0
- -------------------------------------------------------------------------------------------------------------------------
INTEREST-BEARING
LIABILITIES:
- -------------------------------------------------------------------------------------------------------------------------
Deposits $72.4 ($14.3) $58.1 $29.2 $69.4 $98.6 $51.0 ($21.1) $29.9
FHLB advances and
other long-term
borrowings (4.4) (4.8) (9.2) 19.3 3.3 22.6 (8.9) (16.5) (25.4)
Federal funds
purchased and
reverse repurchase
agreements 6.8 (3.7) 3.1 25.5 12.1 37.6 7.3 6.2 13.5
- -------------------------------------------------------------------------------------------------------------------------
Total $74.8 ($22.8) $52.0 $74.0 $84.8 $158.8 $49.4 ($31.4) $18.0
- -------------------------------------------------------------------------------------------------------------------------
Net interest income $54.0 $12.0 $66.0 $46.4 ($54.5) ($8.1) $55.5 ($13.5) $42.0
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
ASSET AND LIABILITY MANAGEMENT
Standard Federal considers its primary business objective to be the attainment
of maximum returns on stockholders' equity within certain constraints. These
include the maintenance of high asset quality, a managed interest rate risk
posture and adequate levels of capital and liquidity.
Interest rate sensitivity generally refers to the potential volatility in
net interest income resulting from changes in interest rates and mismatches in
the maturity and/or repricing intervals between earning assets and
interest-bearing liabilities. Standard Federal's interest rate risk management
focuses on the use of interest rate sensitivity "gap analysis," and balance
sheet and income statement simulation models, in an attempt to measure and
project the potential effects of various market interest-rate scenarios on the
Company's interest-rate sensitivity profile. Like most savings institutions,
Standard Federal has normally recorded higher levels of net interest income
during relatively low and falling interest rate environments and has typically
experienced declining net interest margins during periods of relatively higher
and/or rising market interest rates. In order to moderate the impact of a rising
interest rate environment on the Company's operations, management of Standard
Federal continuously attempts to configure the Company's earning assets and
interest-bearing liabilities such that differences between the amounts of assets
and liabilities that either reprice or mature at various time horizons are
minimized.
Any difference between the amount of assets and liabilities repricing or
maturing within one year is referred to as the "one-year repricing gap." A
positive one-year repricing gap indicates that more assets mature/reprice than
liabilities. Conversely, a negative one-year repricing gap indicates that more
liabilities mature/reprice than assets. The Company's one-year repricing gap
stood at a negative $97.0 million, or -0.62% of total assets at
27
<PAGE> 30
Standard Federal Bancorporation, Inc.
December 31, 1996, compared to 0.17% of total assets at December 31, 1995. This
relatively insignificant year-to-year change in the one-year repricing gap
indicates that as of December 31, 1996, Standard Federal was modestly more
vulnerable to subsequent increases in the general levels of market interest
rates than it was at the end of 1995. (See Table 4 -- Asset/Liability Repricing
Schedule, December 31, 1996, on page 29 herein).
Table 3 illustrates the changes in the composition of Standard Federal's
earning assets during the two-year period ended December 31, 1996.
TABLE 3
EARNING ASSET PORTFOLIO MIX
<TABLE>
<CAPTION>
December 31,
1996 % of 1995 % of 1994 % of
Balance Total Balance Total Balance Total
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Investment securities $520,361 4% $227,774 2% $369,049 3%
- ------------------------------------------------------------------------------------------------------------------
Mortgage loans and mortgage-backed
securities
Single-family:
30-year fixed-rate 2,459,526 16 2,406,642 19 2,123,996 19
15-year fixed-rate 2,805,975 19 2,895,415 23 3,178,502 28
10-year fixed-rate 453,344 3 487,486 4 545,696 5
Adjustable-rate 4,736,730 32 3,384,327 27 2,770,377 24
Balloons (generally 5-year and 7-year) 1,869,805 13 1,419,448 11 1,399,847 12
- ------------------------------------------------------------------------------------------------------------------
Total single-family 12,325,380 83 10,593,318 84 10,018,418 88
Loans receivable available for sale 940,485 6 902,816 7 134,285 1
Other (commercial real estate and
apartment loans) 166,327 1 199,327 2 240,919 2
- ------------------------------------------------------------------------------------------------------------------
Total mortgage loans and
mortgage-backed securities 13,432,192 90 11,695,461 93 10,393,622 91
Other loans (commercial and consumer) 890,840 6 691,697 5 622,239 6
- ------------------------------------------------------------------------------------------------------------------
Total earning assets $14,843,393 100% $12,614,932 100% $11,384,910 100%
- ------------------------------------------------------------------------------------------------------------------
Weighted average estimated life(1) 42 MONTHS 41 months 47 months
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The weighted average estimated life of an asset is based on the time frame
until the asset is expected to mature or reprice. Changes in interest rate
levels in the financial markets will tend to lengthen or shorten the
estimated lives of various assets.
While gap analysis is the most commonly used indicator of interest rate
risk in the thrift industry, there is no single interest rate risk measurement
system that takes into consideration all of the factors which influence the net
interest margin. Other significant factors which impact reported net interest
margins include changes in the shape of the U.S. Treasury yield curve, the
volume and composition of loan originations and repayment rates on fixed-rate
loans.
The Company has historically used Federal Home Loan Bank ("FHLB") advances
as a source of longer-term, fixed-rate funds for purposes of managing interest
rate risk. During 1996, Standard Federal decreased its level of FHLB advances by
$105.8 million, net. The Company uses this funding source, as well as retail
deposits to provide operational liquidity and to satisfy the level of demand for
single-family and other loan closings.
Despite efforts to mitigate the effects of interest rate movements on net
interest income, the Company remains vulnerable to rising market interest rates.
Also, from time to time, market interest rate movements may affect the cost of
the Company's interest-bearing liabilities somewhat faster than its yield on
earning assets.
Table 4 sets forth the repricing of the Company's earning assets and
interest-bearing liabilities at December 31, 1996, based on a flat interest rate
scenario. The principal amounts of each asset and liability are shown in the
period in which they are anticipated to mature or reprice. The rates indicated
represent the effective yield or cost, on a bond equivalent basis, on the
principal balances. Funds from loan principal payments and anticipated loan
repayments are indicated in the period in which they are expected to be
received. Based on
28
<PAGE> 31
Standard Federal Bancorporation, Inc.
available published statistics, average prepayment rates with respect to
conventional, fixed-rate single-family mortgages and MBS have been estimated at
12.51% and 12.26%, respectively. The decay rates used were 14% for passbook
savings accounts, 17% for transaction accounts and 31% for money market deposit
accounts.
TABLE 4
ASSET/LIABILITY REPRICING SCHEDULE
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Maturing/Repricing In:
1 - 3 3 - 6 6 - 12
1 Month Months Months Months Total
EARNING ASSETS: (In Millions)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment securities $199 $75 $14 $78 $366
Mortgage-backed securities 276 122 181 349 928
Loans receivable:
Real estate:
Adjustable-rate 354 709 1,063 2,127 4,253
Fixed-rate 582 422 206 392 1,602
Commercial and consumer 67 526 61 36 690
- ------------------------------------------------------------------------------------------------------------
Total $1,478 $1,854 $1,525 $2,982 $7,839
- ------------------------------------------------------------------------------------------------------------
INTEREST-BEARING LIABILITIES:
- ------------------------------------------------------------------------------------------------------------
Deposits:
NOW, checking, money market checking and passbook
savings $25 $51 $75 $152 $303
Money market deposits 52 104 157 313 626
Certificates:
Up to $100,000 433 727 998 2,121 4,279
Over $100,000 672 427 219 196 1,514
- ------------------------------------------------------------------------------------------------------------
Subtotal 1,182 1,309 1,449 2,782 6,722
- ------------------------------------------------------------------------------------------------------------
Borrowings:
FHLB advances and other long-term borrowings 101 200 -- 12 313
Federal funds purchased and reverse repurchase
agreement 586 315 -- -- 901
- ------------------------------------------------------------------------------------------------------------
Subtotal 687 515 -- 12 1,214
- ------------------------------------------------------------------------------------------------------------
Impact of interest rate swaps -- -- (10) 10 --
- ------------------------------------------------------------------------------------------------------------
Total $1,869 $1,824 $1,439 $2,804 $7,936
- ------------------------------------------------------------------------------------------------------------
Interest rate spread
Excess (Deficiency) of earning assets over (to)
interest-bearing liabilities ($391) $30 $86 $178 ($97)
- ------------------------------------------------------------------------------------------------------------
</TABLE>
29
<PAGE> 32
Standard Federal Bancorporation, Inc.
TABLE 4
ASSET/LIABILITY REPRICING SCHEDULE -- CONTINUED
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Maturing/Repricing In:
1 - 3 3 - 5 5 - 10
1 Year Years Years Years Thereafter Total Rate
<S> <C> <C> <C> <C> <C> <C> <C>
EARNING ASSETS: (In Millions)
- ------------------------------------------------------------------------------------------------------------------
Investment securities $366 $111 $38 $5 $-- $520 7.06%
Mortgage-backed securities 928 859 350 453 294 2,884 7.34
Loans receivable:
Real estate:
Adjustable-rate 4,253 -- -- -- -- 4,253 7.43
Fixed-rate 1,602 1,275 1,531 1,125 763 6,296 7.58
Commercial and consumer 690 68 73 53 6 890 9.99
- ------------------------------------------------------------------------------------------------------------------
Total $7,839 $2,313 $1,992 $1,636 $1,063 $14,843 7.62%
- ------------------------------------------------------------------------------------------------------------------
INTEREST-BEARING LIABILITIES:
- ------------------------------------------------------------------------------------------------------------------
Deposits:
NOW, checking, money market checking
and passbook savings $303 $476 $338 $482 $378 $1,977 1.62%
Money market deposits 626 730 348 266 49 2,019 4.03
Certificates:
Up to $100,000 4,279 718 183 229 -- 5,409 5.69
Over $100,000 1,514 39 3 10 -- 1,566 5.48
- ------------------------------------------------------------------------------------------------------------------
Subtotal 6,722 1,963 872 987 427 10,971 4.62
- ------------------------------------------------------------------------------------------------------------------
Borrowings:
FHLB advances and other long-term
borrowings 313 1,514 15 110 -- 1,952 5.94
Federal funds purchased and reverse
repurchase agreements 901 465 -- -- -- 1,366 6.08
- ------------------------------------------------------------------------------------------------------------------
Subtotal 1,214 1,979 15 110 -- 3,318 6.00
- ------------------------------------------------------------------------------------------------------------------
Impact of interest rate swaps -- -- -- -- -- -- 7.19
- ------------------------------------------------------------------------------------------------------------------
Total $7,936 $3,942 $887 $1,097 $427 $14,289 4.95%
- ------------------------------------------------------------------------------------------------------------------
Interest rate spread 2.67%
- ------------------------------------------------------------------------------------------------------------------
Excess (Deficiency) of earning assets
over (to) interest-bearing
liabilities ($97) ($1,629) $1,105 $539 $636 $554(1)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The excess of $554 million noted above has the effect of increasing the
indicated spread by 0.16%.
FINANCIAL CONDITION
The Company's assets totaled $15.7 billion at December 31, 1996, reflecting an
increase of $2.4 billion over the amount reported at December 31, 1995. The
Company acquired Bell on June 7, 1996, and FSB on January 12, 1996. These
acquisitions added approximately $2.1 billion in assets to the Company. Loans
receivable (including loans available for sale) increased $2.2 billion, net,
reflecting the retention of a portion of the Bank's loan closings and the
portfolio of loans acquired from each of the current-year mergers mentioned
previously. During 1996, single-family residential loan originations totaled a
record $10.4 billion, compared to $7.5 billion in originations during the prior
year. This increase in single-family loan originations is due in large part to
the results achieved by the Company's wholesale mortgage banking division, which
was acquired through a
30
<PAGE> 33
Standard Federal Bancorporation, Inc.
December 1993 merger, along with increases in retail origination volumes. Table
5 and Table 6 set forth the Company's loan portfolio and loan activity,
respectively, for the past five years.
TABLE 5
LOAN PORTFOLIO SCHEDULE
<TABLE>
<CAPTION>
December 31,
1996 1995 1994 1993 1992
DESCRIPTION: (In Thousands)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Real estate loans receivable:
One- to four-family:
Conventional fixed-rate $5,416,447 $4,667,582 $5,536,522 $4,570,608 $2,944,900
Adjustable-rate 4,052,481 2,709,168 1,899,524 1,303,988 1,113,443
FHA/VA 122,760 119,609 148,779 125,532 128,932
Unimproved land 2,618 4,027 2,919 2,550 2,554
Apartments 51,852 66,725 84,287 85,927 82,963
Commercial 130,755 153,828 179,317 174,579 174,616
Construction 200 200 2,298 1,798 17,776
- ----------------------------------------------------------------------------------------------------------------
Total real estate loans
receivable 9,777,113 7,721,139 7,853,646 6,264,982 4,465,184
- ----------------------------------------------------------------------------------------------------------------
Real estate loans available for sale:
One- to four-family:
Conventional fixed-rate 796,139 682,808 134,483 743,446 355,126
Adjustable-rate 44,680 139,947 1,514 34,590 --
FHA/VA 102,750 83,206 -- -- --
- ----------------------------------------------------------------------------------------------------------------
Total real estate loans
available for sale 943,569 905,961 135,997 778,036 355,126
- ----------------------------------------------------------------------------------------------------------------
Consumer:
Closed-end equity 128,509 86,853 45,330 26,513 20,137
Mobile homes 1,971 2,655 3,454 3,461 4,369
Other installment 65,512 68,289 65,705 64,729 66,542
Equity line 393,051 348,388 326,282 285,936 297,848
VISA 88,589 62,655 58,316 57,612 55,534
- ----------------------------------------------------------------------------------------------------------------
Total consumer 677,632 568,840 499,087 438,251 444,430
- ----------------------------------------------------------------------------------------------------------------
Non-real estate commercial 217,355 127,302 129,858 93,799 96,371
- ----------------------------------------------------------------------------------------------------------------
Subtotal 11,615,669 9,323,242 8,618,588 7,575,068 5,361,111
- ----------------------------------------------------------------------------------------------------------------
Add (Deduct):
Loans in process (135,845) (99,072) (87,872) (85,463) (51,030)
Deferred loan fees, net (9,429) (9,961) (34,686) (45,025) (36,402)
Premiums, net 14,141 18,916 27,355 23,783 1,598
Allowance for loan losses (45,700) (35,400) (35,000) (33,300) (27,700)
- ----------------------------------------------------------------------------------------------------------------
Total $11,438,836 $9,197,725 $8,488,385 $7,435,063 $5,247,577
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
31
<PAGE> 34
Standard Federal Bancorporation, Inc.
TABLE 6
LOAN ACTIVITY SCHEDULE
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994 1993 1992
DESCRIPTION: (In Thousands)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Real estate loans originated:
One- to four-family:
Conventional fixed-rate $8,256,091 $5,486,352 $3,497,472 $3,919,025 $3,084,356
Adjustable-rate 1,668,545 1,773,217 839,742 401,373 507,872
FHA/VA 448,434 239,870 35,944 23,419 18,246
Unimproved land 1,794 2,470 878 1,274 1,695
Apartments 3,648 1,550 96 2,324 1,138
Commercial 10,121 4,710 17,358 6,990 1,105
Construction -- -- 500 -- 200
- ------------------------------------------------------------------------------------------------------------------
Total real estate loans
originated 10,388,633 7,508,169 4,391,990 4,354,405 3,614,612
- ------------------------------------------------------------------------------------------------------------------
Loans purchased and acquired from
mergers:
Residential real estate loans
purchased 7,471 4,241 1,989 1,820 4,886
Mortgage loans acquired from
mergers 1,375,900 -- 281,531 808,884 149,940
- ------------------------------------------------------------------------------------------------------------------
Total loans purchased and
acquired 1,383,371 4,241 283,520 810,704 154,826
- ------------------------------------------------------------------------------------------------------------------
Real estate loans sold and
exchanged:
Residential real estate loans
sold (257,915) (144,097) (220,310) (40,083) (898)
Residential real estate loans
exchanged for mortgage-backed
securities (7,536,933) (5,296,635) (2,324,528) (943,782) (1,227,440)
- ------------------------------------------------------------------------------------------------------------------
Total loans sold and exchanged (7,794,848) (5,440,732) (2,544,838) (983,865) (1,228,338)
- ------------------------------------------------------------------------------------------------------------------
Real estate loan repayments, net
of premium/discount amortization (1,935,188) (1,431,797) (1,176,217) (1,977,279) (1,306,349)
Net increase (decrease) in
consumer and non-real estate
commercial loans 199,143 69,459 98,867 (16,479) (35,842)
- ------------------------------------------------------------------------------------------------------------------
Net increase in loans
receivable $2,241,111 $709,340 $1,053,322 $2,187,486 $1,198,909
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
In conjunction with its mortgage banking activities and as part of its
management of assets and liabilities, Standard Federal routinely sells
single-family loans. Generally, the loans which are sold are hedged on or about
the dates that the Company commits to either originate or purchase the loans. As
of December 31, 1996, the Company had identified $940.5 million of
single-family, primarily fixed-rate loans as available for sale. These loans are
recorded at the lower of cost or market value. The aggregate market value of
these loans exceeded the Company's historical cost at the end of 1996. For
further discussion of the Company's sale commitments as of December 31, 1996,
refer herein to the Liquidity and Capital Resources section on pages 41 and 42.
During the current year, total deposits increased $1.8 billion, from $9.2
billion at December 31, 1995, to $11.0 billion at December 31, 1996. In 1996,
the growth in deposits was primarily attributable to the acquisition's of FSB
and Bell which added $1.7 billion in deposits to the Company's portfolio,
whereas in 1995, the growth in deposits was primarily attributable to increases
in various retail certificate of deposit categories and jumbo public unit funds.
Standard Federal Bank currently exceeds all regulatory capital guidelines.
At December 31, 1996, Standard Federal Bank had core, tangible and risk-based
capital of 5.23%, 5.13% and 10.89% of adjusted assets, respectively, compared to
regulatory requirements of 3.00%, 1.50% and 8.00% of adjusted assets,
respectively. During 1993, the various federal banking agencies implemented the
Federal Deposit Insurance Corporation
32
<PAGE> 35
Standard Federal Bancorporation, Inc.
Improvement Act of 1991 ("FDICIA") PCA provisions. Refer to Note 22 of Notes to
Consolidated Financial Statements included in Item 8. Financial Statements and
Supplementary Data, herein for the specified capital categories and Management's
calculations of Standard Federal Bank's ratios at December 31, 1996. The Office
of Thrift Supervision ("OTS") may deem a financial institution to be classified
one category lower than the guidelines would otherwise indicate. Standard
Federal Bank was categorized, for PCA purposes, as a well-capitalized
institution by the OTS throughout 1996.
WHOLESALE MORTGAGE BANKING OPERATIONS
In December 1993, Standard Federal acquired InterFirst Bankcorp, Inc.
("InterFirst"), a unitary thrift holding company headquartered in Ann Arbor,
Michigan. The primary business activity of InterFirst was its significant
wholesale mortgage banking operation.
Currently operating as a division of Standard Federal, InterFirst has
expanded its mortgage banking network and now conducts wholesale mortgage
lending operations nationwide. InterFirst purchases residential mortgage loans,
the majority of which are subsequently sold in the secondary mortgage market,
primarily to the Federal Home Loan Mortgage Corporation ("FHLMC") or the Federal
National Mortgage Association ("FNMA"). This activity has resulted in increases
in the volume of loans serviced for others, which is a growing source of income
for the Bank.
The majority of Standard Federal's wholesale mortgage banking activity
consists of the purchase of mortgage loans from the originating lender.
InterFirst conducts its wholesale mortgage banking operation through a network
of correspondent lenders consisting of banks, thrifts, mortgage companies and
mortgage brokers.
In addition to providing a recurring source of operating earnings in the
form of loan servicing fee income earned from the servicing of loans sold in the
secondary market, the InterFirst operation has also provided significant
adjustable-rate and short-term balloon mortgage loans, a portion of which
Standard Federal has placed in its loan portfolio to be held to maturity. These
short-term and adjustable-rate loans are attractive to the Company for a variety
of reasons including credit quality and asset/liability management. During the
year ended December 31, 1996, InterFirst's originations added approximately
$358.9 million of adjustable-rate and short-term balloon loans to the Company's
loan portfolio. Refer to Table 6 for further information regarding the Company's
aggregate lending activities.
Table 7 presents certain financial information concerning the results of
operations of Standard Federal's wholesale mortgage banking operation
(InterFirst). These amounts are included in the Company's Consolidated Statement
of Income as presented on page 48 herein.
TABLE 7
WHOLESALE MORTGAGE BANKING ACTIVITIES
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
<S> <C> <C> <C>
(In Thousands)
- -----------------------------------------------------------------------------------------------------
Net interest income after provision for losses $21,352 $12,027 $8,039
- -----------------------------------------------------------------------------------------------------
Non-interest income(1) $1,433 $3,055 $4,639
- -----------------------------------------------------------------------------------------------------
Net gains(2) $7,809 $1,114 $4,236
- -----------------------------------------------------------------------------------------------------
Servicing rights valuation $1,794 ($6,600) --
- -----------------------------------------------------------------------------------------------------
Other expenses ($15,319) ($10,422) ($8,880)
- -----------------------------------------------------------------------------------------------------
Amortization of cost in excess of fair value of net assets
acquired ($408) ($408) ($373)
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Primarily loan servicing fee income
(2) Primarily gains from sales of mortgage loan servicing rights in 1994.
33
<PAGE> 36
Standard Federal Bancorporation, Inc.
ASSET QUALITY
The Company has consistently maintained a conservative posture with respect to
credit risk. Single-family home lending, the Company's primary lending focus,
has historically resulted in only nominal credit losses. At December 31, 1996,
approximately 69.9% of the Company's earning assets consisted of single-family
mortgage loans. In addition, at December 31, 1996, approximately 22.2% of the
Company's earning assets consisted of mortgage-backed and other investment
securities where, as a practical matter, the risk of loss is being borne by
others, such as the Government National Mortgage Association ("GNMA"), FNMA and
FHLMC.
Standard Federal has no investment securities which are less than
investment grade, no foreign loans or significant loan concentrations to any one
borrower. The credit quality of the Company's commercial loan portfolios, which
in the aggregate comprise only 2.4% of total assets (3.3% of total loans) at
December 31, 1996, remains high. During the past two years, the Company has
begun emphasizing the commercial non-real estate lending business segment.
Current plans call for increases in the size of this loan portfolio. As has been
the Company's historical practice, such growth will be achieved with adherence
to sound underwriting and credit standards.
The Company's level of nonperforming assets, which totaled $92.0 million at
December 31, 1996, continues to represent a modest level of credit exposure for
Standard Federal. The Company, in accordance with applicable disclosure
requirements, defines an asset as nonperforming if it meets any of the following
criteria: 1) a loan more than 90 days past due; 2) real estate acquired in a
settlement of a loan; or 3) a restructured loan whose terms have been modified
due to the borrower's inability to pay as contractually specified ("troubled
debt restructurings"). Loans are generally placed into nonaccrual status when
they become 90 days delinquent, except for certain single-family conventional or
federally insured/guaranteed loans, which have been identified as possessing
characteristics that reasonably assure full collectibility of both principal and
interest.
Gross interest income of approximately $2.9 million, $2.4 million and $2.3
million would have been recorded in 1996, 1995 and 1994, respectively, on
nonaccrual loans and troubled debt restructurings if the loans had performed in
accordance with their original terms. The amount of interest collected on these
loans and included in interest income was approximately $1.7 million, $1.9
million and $1.4 million in 1996, 1995 and 1994, respectively.
The Company implemented Financial Accounting Standards No. 118, "Accounting
by Creditors for Impairment of a Loan -- Income Recognition and Disclosures,"
("SFAS 118") during 1994. In accordance with the provisions of SFAS 118, Table 8
presents information concerning the Bank's "impaired loans." The Bank has
identified its population of impaired loans as consisting of all classified
commercial loans pursuant to OTS regulation. All impaired loans are carried at
fair value.
TABLE 8
IMPAIRED LOANS
<TABLE>
<CAPTION>
December 31,
1996 1995
(In Thousands)
- -------------------------------------------------------------------------------------
<S> <C> <C>
Gross impaired loans which have allowances $5,731 $7,563
Less: Related allowances for loan losses (1,451) (2,145)
- -------------------------------------------------------------------------------------
Net impaired loans with related allowances 4,280 5,418
Impaired loans with no related allowances 12,592 7,421
- -------------------------------------------------------------------------------------
Total $16,872 $12,839
- -------------------------------------------------------------------------------------
</TABLE>
34
<PAGE> 37
Standard Federal Bancorporation, Inc.
TABLE 8
IMPAIRED LOANS -- CONTINUED
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
<S> <C> <C> <C>
(In Thousands)
- ---------------------------------------------------------------------------------------------------
Average impaired loans outstanding $16,653 $22,639 $35,720
- ---------------------------------------------------------------------------------------------------
Interest income recognized on impaired loans $963 $2,018 $3,030
- ---------------------------------------------------------------------------------------------------
</TABLE>
TABLE 9
NONPERFORMING ASSETS
<TABLE>
<CAPTION>
December 31,
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
(In Thousands)
- --------------------------------------------------------------------------------------------------------------
Nonaccrual loans $38,968 $13,643 $9,867 $14,478 $19,373
Past due loans 36,342 24,242 17,475 21,671 24,504
Renegotiated loans 7,119 9,236 13,588 13,843 15,440
- --------------------------------------------------------------------------------------------------------------
Total nonperforming loans 82,429 47,121 40,930 49,992 59,317
Real estate and other repossessed assets
("REO")(1) 9,539 5,006 11,047 26,981 12,348
- --------------------------------------------------------------------------------------------------------------
Total nonperforming assets 91,968 52,127 51,977 76,973 71,665
Less allowance for loan losses (45,700) (35,400) (35,000) (33,300) (27,700)
- --------------------------------------------------------------------------------------------------------------
Total nonperforming assets (net of
allowances) $46,268 $16,727 $16,977 $43,673 $43,965
- --------------------------------------------------------------------------------------------------------------
Ratio of nonperforming assets to total assets 0.59% 0.39% 0.43% 0.71% 0.75%
- --------------------------------------------------------------------------------------------------------------
Ratio of nonperforming assets to total loans and
REO 0.80% 0.56% 0.61% 1.03% 1.36%
- --------------------------------------------------------------------------------------------------------------
Allowance coverage of nonperforming loans 55.44% 75.13% 85.51% 66.61% 46.70%
- --------------------------------------------------------------------------------------------------------------
Ratio of allowances to total loans 0.40% 0.38% 0.41% 0.45% 0.53%
- --------------------------------------------------------------------------------------------------------------
Ratio of allowances to total loans and REO 0.40% 0.39% 0.42% 0.51% 0.59%
- --------------------------------------------------------------------------------------------------------------
Ratio of net charge-offs to average loans 0.05% 0.01% 0.02% 0.18% 0.17%
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Excludes those properties securing federally insured or guaranteed loans and
is presented net of allowances.
The Company's 1996 year-end ratio of nonperforming assets to total assets
of 0.59% is very low when compared to either industry standards or the Company's
capital levels. The adequacy of the allowance for loan losses is evaluated
regularly and is based upon judgements concerning the amount of risk inherent in
the Company's portfolio. At December 31, 1996, secured nonperforming assets
totaled $89.9 million, or 97.7% of total nonperforming assets, while unsecured
nonperforming assets totaled just $2.1 million.
Management is of the opinion that the allowance for loan losses at December
31, 1996, which represents 55.4% of total nonperforming loans, is adequate to
meet potential losses in the portfolio. It must be understood, however, that
there are inherent risks and uncertainties related to the operations of a
financial institution. By necessity, Standard Federal's Consolidated Financial
Statements are dependent upon estimates, appraisals and evaluations of loans.
Therefore, the possibility exists that changes in such estimates, appraisals and
evaluations might be required because of changing economic conditions and the
economic prospects of borrowers.
The increase in the allowance for loan loan losses in 1996 was due, in
part, to the higher volume of loans outstanding and certain loans acquired in
the Bell Merger, primarily California residential loans, which have a somewhat
higher loss experience than the remainder of the Bank's portfolios. This
population of California-based loans, totaling approximately $450.2 million at
December 31, 1996, resulted in the increased level of net charge-offs during
1996 and is likely to continue to give rise to higher charge-offs during future
reporting periods. See Table 11 for additional information on the Company's loan
loss allowance.
35
<PAGE> 38
Standard Federal Bancorporation, Inc.
TABLE 10
NONPERFORMING LOANS
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Nonperforming Loans:
---------------------------------------------
As a % of Loan As a % of Total
Loan Portfolio Portfolio Nonperforming
Balance Balance Balance Loans
(In Thousands)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Real Estate:
One- to four-family $10,403,418 $66,577 0.64% 80.77%
Apartments 51,852 -- -- --
Commercial:
Office buildings 51,240 4,666 9.11 5.66
Shopping centers 38,651 5,535 14.32 6.72
Warehouses 13,372 574 4.29 0.70
Other 27,413 37 0.13 0.04
- -----------------------------------------------------------------------------------------------------------------
Total real estate 10,585,946 77,389 0.73 93.89
- -----------------------------------------------------------------------------------------------------------------
Consumer:
Equity line 396,681 1,539 0.39 1.87
VISA 88,589 1,453 1.64 1.76
Closed-end equity 128,016 299 0.23 0.36
Other consumer 67,483 356 0.53 0.43
- -----------------------------------------------------------------------------------------------------------------
Total consumer 680,769 3,647 0.54 4.42
- -----------------------------------------------------------------------------------------------------------------
Non-Real Estate Commercial:
Secured 199,560 1,134 0.57 1.38
Unsecured 18,261 259 1.42 0.31
- -----------------------------------------------------------------------------------------------------------------
Total non-real estate commercial 217,821 1,393 0.64 1.69
- -----------------------------------------------------------------------------------------------------------------
Total loans 11,484,536 82,429 0.72 100.00%
- -----------------------------------------------------------------------------------------------------------------
Less allowances for loan losses (45,700) (45,700) -- --
- -----------------------------------------------------------------------------------------------------------------
Total loans (net of allowances) $11,438,836 $36,729 0.32% --
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
In addition to the nonperforming assets discussed in this Asset Quality
section, the Company has identified $5.6 million of commercial real estate loans
which, while generally current as to contractual payment requirements, have
higher risk characteristics. In many instances, net cash flows from the
properties which serve as collateral for the loans are insufficient to service
the debt, and such deficiencies are paid by the borrowers/guarantors. This group
of loans, commonly referred to as "performing/nonperforming," has a higher
likelihood of default in the future.
Refer to Notes 1 and 10 of Notes to Consolidated Financial Statements in
Item 8. Financial Statements and Supplementary Data, herein for further
discussion of the Company's policies regarding provisions for loan losses and
allowances for uncollected interest.
36
<PAGE> 39
Standard Federal Bancorporation, Inc.
TABLE 11
LOAN LOSS ACTIVITY
<TABLE>
<CAPTION>
Mortgage Consumer Commercial Total
Loans Loans Loans Loans
(In Thousands)
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Balance, December 31, 1991 $15,965 $5,465 $2,140 $23,570
- ---------------------------------------------------------------------------------------------------------------
Provision for losses 7,213 941 3,574 11,728
Allowances of acquired institutions 300 -- -- 300
Recoveries 505 1,253 120 1,878
Realized losses (6,658) (3,104) (14) (9,776)
- ---------------------------------------------------------------------------------------------------------------
Balance, December 31, 1992 17,325 4,555 5,820 27,700
- ---------------------------------------------------------------------------------------------------------------
Provision for losses 5,244 1,735 4,332 11,311
Allowances of acquired institutions 3,806 100 994 4,900
Recoveries 51 1,149 56 1,256
Realized losses (1,626) (2,839) (7,402) (11,867)
- ---------------------------------------------------------------------------------------------------------------
Balance, December 31, 1993 24,800 4,700 3,800 33,300
- ---------------------------------------------------------------------------------------------------------------
Provision for (Recovery of) losses (334) 616 (98) 184
Allowances of acquired institutions 2,950 -- -- 2,950
Recoveries 1,105 1,291 148 2,544
Realized losses (1,521) (2,307) (150) (3,978)
- ---------------------------------------------------------------------------------------------------------------
Balance, December 31, 1994 27,000 4,300 3,700 35,000
- ---------------------------------------------------------------------------------------------------------------
Provision for (Recovery of) losses (495) 1,294 505 1,304
Recoveries 2,058 1,291 4 3,353
Realized losses (463) (2,585) (1,209) (4,257)
- ---------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995 28,100 4,300 3,000 35,400
- ---------------------------------------------------------------------------------------------------------------
Provision for losses 853 1,890 249 2,992
Allowances of acquired institutions 12,764 -- -- 12,764
Recoveries 895 1,650 18 2,563
Realized losses (4,662) (3,340) (17) (8,019)
- ---------------------------------------------------------------------------------------------------------------
Balance, December 31, 1996 $37,950 $4,500 $3,250 $45,700
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
NON-INTEREST INCOME
The Company continues to derive increasing amounts of transaction and
account-related fee income as a result of the operations of its expanding retail
branch operations. Deposit-related fees and charges totaled $29.2 million, $26.2
million and $22.4 million for the years ended December 31, 1996, 1995 and 1994,
respectively. As a result of the Company's merger and acquisition activity,
combined with aggressive checking account promotions, Standard Federal's deposit
account customer base has increased significantly over the past several years.
The Company's loan servicing operation produced net fees on loans serviced
for the benefit of others of $14.2 million for the year ended December 31, 1996,
compared to income of $13.1 million recorded in 1995 and $11.6 million recorded
in 1994. These increases in results are due to the large volume of loan
servicing produced by both the wholesale and retail lending operations.
The generally higher interest rate environment that prevailed during 1996
resulted in a $1.8 million reduction in the Bank's previously recorded valuation
allowance against its investment in mortgage servicing rights. The market value
of loans and mortgage servicing rights tend to move in opposite directions as
changes occur in the general levels of market interest rates and loan demand. At
December 31, 1996, the book value of
37
<PAGE> 40
Standard Federal Bancorporation, Inc.
the Company's mortgage servicing rights totaled $133.6 million. A large, rapid
drop in the general level of interest rates could cause a significant reduction
in the value of such servicing rights with a corresponding reduction in income.
The Company periodically sells portions of its servicing rights to reduce its
exposure to such events.
During 1996, the Company experienced somewhat lower levels of loan
repayments in the serviced portfolio. The lower levels of repayments resulted in
a slight, gradual decrease in the normal rate of amortization of capitalized
mortgage loan servicing rights, thereby increasing the Company's aggregate net
loan servicing fee income. During 1995, the Company experienced higher levels of
loan repayments in the serviced portfolio. The higher levels of repayments
resulted in the recognition of a $6.6 million servicing rights valuation
allowance and further increased the normal rate of amortization of its
capitalized mortgage loan servicing rights, thereby reducing the Company's
aggregate net loan servicing fee income. At December 31, 1996, loans serviced
for the benefit of others totaled $10.5 billion, an increase of 23.4% compared
to the $8.5 billion serviced for others at December 31, 1995. In addition to
loan servicing fee income (net of the amortization of the capitalized mortgage
loan servicing rights), the Company derives significant amounts of net interest
income from this operation as a result of its investment of the related cash
balances.
Net gains on the sale of the Company's earning assets totaled $19.6
million, $20.7 million and $7.0 million for the years ended December 31, 1996,
1995 and 1994, respectively. The comparatively higher levels of gains recorded
in 1996 and 1995 are attributable to the relatively favorable interest rate
environment that characterized the period, the record-setting levels of loan
production and the adoption of FASB Statement No. 122, "Accounting for Mortgage
Servicing Rights an Amendment of FASB Statement 65" ("SFAS 122"). Issued in May
1995, SFAS 122 prescribes accounting methods which generally result in
comparatively higher amounts of gains realized from the sales of loans. The
level of future sales and gains is dependent upon the levels and compositions of
loan originations and the general levels of market interest rates. Due to these
factors, gains recognized upon the sales of loans are subject to significant
fluctuations from period to period.
Refer to Note 1 of the Notes to Consolidated Financial Statements in Item
8. Financial Statements and Supplementary Data, herein for a discussion of the
Company's accounting policies relative to investment securities, mortgage-backed
securities and loans receivable available for sale.
OPERATING AND ADMINISTRATIVE EXPENSES
Operating and administrative expenses, before capitalization of direct costs of
loan originations, totaled $362.8 million, $239.4 million and $229.6 million for
the years ended December 31, 1996, 1995 and 1994, respectively. Included in the
operating and administrative expenses for the year ended December 31, 1996, is
the payment of the $67.3 million pre-tax FDIC special assessment discussed
previously herein. Net operating and administrative expenses excluding this
nonrecurring charge totaled $295.5 million for the year ended December 31, 1996.
This 23.4% increase in 1996 is attributable to the FSB and Bell mergers, normal
increases in various overhead expense items due to general increases in the
price levels for goods and services and higher loan volume. During the year
ended December 31, 1996, Standard Federal operated an average of 175 full-
service retail Banking Centers, compared to 1995 and 1994, when the Company
operated an average 165 and 169 Banking Centers, respectively. While the
Company's continuing shift to retail funding sources inherently results in
higher operating expenses, the retail sources typically offer a relatively lower
cost of funds, higher retail banking fees and increased loan origination
opportunities.
The Company's gross compensation and benefits expense, before the
capitalization of direct costs of loan origination, totaled $143.7 million,
$112.1 million and $104.7 million for the years ended December 31, 1996, 1995
and 1994, respectively. The 28.2% increase in 1996 is primarily attributable to
normal salary increases, the employees added from the FSB and Bell mergers,
greater use of temporary employment services and the various incremental costs
associated with the Company's continued record loan production. Total Bank
staffing increased by 25% from 2,989 full-time equivalents at December 31, 1995,
to 3,729 full-time equivalents at December 31, 1996, an increase of 740
employees. Total loans serviced by the Company, including subserviced loans,
increased $3.9 billion, or 20%, to $22.7 billion during the year which also
caused increased staffing levels and expenses. Total Bank staffing increased
from 2,868 full-time equivalents at December 31, 1994 to 2,989 full-time
equivalents at December 31, 1995, an increase of 121 employees. Staffing at the
Bank's wholesale
38
<PAGE> 41
Standard Federal Bancorporation, Inc.
lending division increased 50 full-time equivalents during 1995. In addition, in
the second half of 1995 the Bank added 38 employees in connection with its new
mutual funds and annuities sales program, and also added 15 employees to expand
its commercial business lending function. Total loans serviced by the Company
increased by $3.3 billion, or 25%, to $16.9 billion during 1995, which also
caused increased staffing levels and expenses in that period.
Advertising expense, which totaled $12.8 million during the year ended
December 31, 1996, increased $2.6 million, or 25%, over the $10.2 million of
expense incurred during the prior year. Advertising expenditures fluctuate
because they are dependent upon desired levels of product promotion.
Additionally, the Bank's initial entry into the greater Chicago market via the
Bell acquisition resulted in increased advertising related expenditures in 1996.
In accordance with generally accepted accounting principles, certain loan
origination costs are deferred and amortized as an adjustment of yield over the
life of loans closed. Accordingly, during 1996 Standard Federal deferred $49.3
million of loan origination costs, while during 1995 and 1994 such deferred
expenses totaled $41.4 million and $31.1 million, respectively.
During 1995, the Company sold four relatively small branch offices acquired
in previous mergers and closed two additional offices. The elimination of these
offices helped reduce the Company's overall level of operating expenses during
1995. The 1995 sales of branch offices produced pretax gains of $1.4 million,
which are included in Standard Federal's non-interest income under the caption
"Other" in the Consolidated Statements of Income.
The Company's Federal Deposit Insurance Corporation ("FDIC") premiums
increased by $3.4 million, to $22.8 million during 1996 compared to $19.4
million in 1995, and by $1.4 million during 1995 compared to the $18.0 million
incurred in 1994. During 1996 and 1995, Standard Federal paid higher insurance
premiums due to its increased deposit base.
As previously discussed, the Bank was required by federal law to recognize,
during 1996, a one-time, industrywide assessment, the Bank's portion of which
totaled $67.3 million. This assessment was used to fully recapitalize the SAIF.
Payment of this special assessment will reduce the Bank's annual FDIC insurance
premium rate from 23 basis points of insured deposit liabilities to 6.5 basis
points, or by approximately 72%, prospectively beginning in 1997.
39
<PAGE> 42
Standard Federal Bancorporation, Inc.
TABLE 12
OPERATING AND ADMINISTRATIVE EXPENSES
<TABLE>
<CAPTION>
Change From
Prior Year:
Year Ended December 31, Increase/(Decrease)
1996 1995 1994 1996 1995
(In Thousands)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Compensation and benefits $143,664 $112,142 $104,747 $31,522 $7,395
Occupancy and equipment 55,382 46,982 46,916 8,400 66
Federal insurance premium 22,810 19,379 18,020 3,431 1,359
General and administrative 31,898 24,129 20,535 7,769 3,594
Amortization of cost in excess of fair value
of net assets acquired 16,008 15,780 15,167 228 613
Advertising 12,785 10,231 10,627 2,554 (396)
Other taxes 7,084 5,982 8,209 1,102 (2,227)
Other 5,888 4,818 5,377 1,070 (559)
- --------------------------------------------------------------------------------------------------------------------
Gross operating and administrative expenses
before the FDIC special assessment and
the capitalized direct costs of loan
closings 295,519 239,443 229,598 56,076 9,845
FDIC special assessment 67,311 -- -- 67,311 --
Less capitalized direct costs of loan
closings (49,327) (41,431) (31,071) (7,896) (10,360)
- --------------------------------------------------------------------------------------------------------------------
Total, net $313,503 $198,012 $198,527 $115,491 ($515)
- --------------------------------------------------------------------------------------------------------------------
Gross operating expense ratio(1) 62.06% 59.69% 56.84%
- --------------------------------------------------------------------------------------------------------------------
Net operating expense ratio(1) 51.11% 48.63% 48.60%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Total operating and administrative expenses (excluding amortization of
goodwill and the FDIC special assessment) divided by the sum of net interest
income and other recurring income (primarily fees and charges). This ratio
is often referred to as an "efficiency ratio".
FEDERAL INCOME TAXES
For the year ended December 31, 1996, the Company's provision for federal income
taxes as a percentage of pretax earnings was 36.3%, compared to 36.5% in 1995
and 36.2% in 1994. For all periods presented in the Consolidated Statements of
Income, the provision for federal income taxes varies from statutory rates due
primarily to the nondeductibility of goodwill amortization.
COMPLETED ACQUISITIONS
On June 7, 1996, the Company completed its acquisitions of Bell. The purchase
price, including payments made with respect to outstanding stock options,
amounted to $355.0 million. Bell, through its principal operating subsidiary,
Bell Federal Savings and Loan Association, operated 14 full-service branch
offices in the greater Chicago, Illinois market. Bell had total assets of $1.9
billion and deposits of $1.6 billion at the date of acquisition.
On January 12, 1996, the Company completed its acquisition of FSB. The
purchase price, including payments made with respect to outstanding stock
options, amounted to $24.7 million. FSB, through its principal operating
subsidiary, Fidelity Savings Bank, operated four full-service branch offices in
market areas within the Company's operating area in Kalamazoo, Michigan. FSB had
total assets of $163.3 million and deposits of $122.8 million at the date of
acquisition.
On August 27, 1994, the Company completed its acquisition of Mackinac
Financial. The purchase price amounted to $21.3 million. Mackinac Financial
operated five full-service branch offices in market areas contiguous to the
Company's operating area in southeastern Michigan. Mackinac Financial had total
assets of $201.2 million and deposits of $121.0 million at the date of
acquisition.
40
<PAGE> 43
Standard Federal Bancorporation, Inc.
On April 8, 1994, the Company completed its acquisition of Central Holding.
The purchase price amounted to $21.3 million. Central Holding operated six
full-service branch offices and three home lending centers in market areas
contiguous to the Company's operating area in southeastern Michigan. Central
Holding had total assets of $229.4 million and deposits of $170.6 million at the
date of acquisition.
Refer to Notes 1 and 14 of Notes to Consolidated Financial Statements
included in Item 8. Financial Statements and Supplementary Data, herein for
additional information relating to the Company's merger and acquisition
activities.
LIQUIDITY AND CAPITAL RESOURCES
The standard measure of liquidity in the thrift industry is the ratio of
cash and eligible investments, as defined by regulation, to the sum of net
withdrawable savings and borrowings due within one year. The OTS has established
the current minimum liquidity requirement at 5%. The Company, as a component of
its overall asset and liability management strategy, maintains qualifying liquid
assets at levels which exceed regulatory requirements. At December 31, 1996 and
1995, the Company's liquidity ratios were 7.4% and 6.8%, respectively. For the
years ended December 31, 1996 and 1995, the Company's average liquidity ratios
were 7.3% and 7.6%, respectively.
The Company's primary sources of funds are customer deposits, loan and
mortgage-backed security principal repayments and sales, net interest income,
advances from the FHLB, reverse repurchase agreements with primary dealers and
cash generated from operations. While these sources are expected to continue to
be available to provide funds in the future, the mix and availability of funds
will depend upon future economic and market conditions. Standard Federal does
not foresee any difficulty in meeting its liquidity requirements.
Loan and mortgage-backed security principal repayments totaled $2.6 billion
during 1996, representing a decrease of $102.8 million, or 3.8%, compared to
1995. The slight decrease, which occurred despite a substantially larger loan
portfolio in 1996, was primarily attributable to a generally higher interest
rate environment in 1996 which decreased the overall rate of principal
repayments.
Sales/securitizations of single-family mortgage loans totaled $7.8 billion
in 1996, compared to $5.4 billion sold in 1995. The sales recorded during 1996
were higher than in 1995 due to the increased loan origination volume. Only a
portion of loans originated are retained by the Bank and held to maturity or
final repayment.
Customer deposits increased $1.8 billion, or 19.9%, and totaled $11.0
billion at December 31, 1996. The increase is directly attributable to completed
acquisitions during 1996. During 1996, the Company decreased its borrowings from
the FHLB by $105.8 million, net of advances. The Company utilizes FHLB advances
(typically medium-term advances with put options) to provide operational
liquidity and to assist in funding loan originations.
The Company also routinely borrows using reverse repurchase agreements. The
total amount borrowed under reverse repurchase agreements was $1.4 billion at
December 31, 1996, compared to $819.4 million at the end of 1995. The average
balances outstanding during 1996 and 1995 totaled $1.0 billion and $910.7
million, respectively. Refer to Note 17 of the Notes to Consolidated Financial
Statements in Item 8. Financial Statements and Supplementary Data, herein for
further discussions concerning these funding sources.
During July 1996, the Company completed a $100.0 million medium-term, fixed
rate, subordinated note offering to enhance the Bank's capital position in
connection with the SAIF assessment and merger activities. The Company also
loaned $55.0 million of these funds to the Bank and the remainder of the
proceeds from the debt offering are being used for general corporate purposes.
From June 30, 1988, through December 31, 1991, the Company continuously
paid quarterly cash dividends on its common stock at the annual rate of $0.40
per share. In the last 21 quarters, the Board of Directors has approved 10
dividend increases. On January 16, 1997, the Company's Board of Directors
declared a quarterly cash dividend of $0.20 per share.
Stockholders' equity increased $40.5 million to $956.8 million at December
31, 1996, an increase of 4.4%. This level of stockholders' equity represented
6.11% of total assets at December 31, 1996. During 1995, the Company's Board of
Directors authorized a stock repurchase program with limits up to 5% of
outstanding shares as a desirable use of excess capital. To date, the Company
has repurchased 922,000 shares of common stock, or approximately 3% of
outstanding shares, at a weighted average price of $37.51 per share.
At December 31, 1996, Standard Federal had outstanding mortgage loan
commitments, excluding undisbursed portions of loans in process, of $823.9
million, compared to $824.0 million at December 31, 1995.
41
<PAGE> 44
Standard Federal Bancorporation, Inc.
In addition to these commitments, Standard Federal was also in the process of
underwriting $71.1 million of additional retail single-family mortgage loan
applications. Based on historical experience, the vast majority of these
applications will be approved and closed by the Company. The Company also had
unused lines of credit provided to consumers of $903.9 million ($769.6 million
at December 31, 1995), of which $681.3 million, ($563.6 million at December 31,
1995), were for adjustable-rate loans. The mortgage loan commitments, which may
be disbursed subject to certain limitations, extend over varying periods of
time, with substantially all of such funds disbursed within a three-month
period. The unused lines of credit provided to consumers generally represent
open-ended lines of credit which are funded on demand.
At December 31, 1996, Standard Federal had no commitments to purchase MBS.
At December 31, 1996, Standard Federal had outstanding firm commitments to sell
$1.1 billion of fixed-rate, $20.5 million of balloon and $80.5 million of
adjustable-rate MBS for mandatory delivery. At December 31, 1996, in addition to
the firm forward commitments discussed above, the Company also had options to
sell $30.0 million of securitized, single-family loans. The cost of these
options, which expire in the first quarter of 1997, was $132,000. This cost will
become an adjustment to the basis of the wholesale loans sold if the options are
exercised or will be expensed if the options are not exercised.
Total commercial and other standby letters of credit amounting to $13.1
million were outstanding at the end of 1996. The Company's exposure to credit
loss in the event of nonperformance by the counterparty to the financial
instrument for commitments to extend credit and letters of credit is represented
by the contractual notional amount of those instruments. Standard Federal uses
the same credit policies in making these commitments as those involved in
extending loans to customers. Unused lines of credit provided to commercial
customers (generally open-ended lines of credit which are funded on demand)
totaled $124.4 million at December 31, 1996, compared to $69.6 million at
December 31, 1995.
Under Federal Reserve Board regulations, the Company is required to
maintain specified levels of reserve balances (i.e., cash) with the Federal
Reserve Bank System. Such balances are based upon the composition of the
Company's deposit base. At December 31, 1996, the Company was required to
maintain reserve balances of $29.5 million and complied with such regulations.
ACCOUNTING AND REPORTING DEVELOPMENTS
During March 1995, the FASB issued Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" ("SFAS 121"). This Statement requires that
long-lived assets, goodwill related to those assets to be held and used by an
entity and certain identifiable intangibles be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. The Company adopted SFAS 121 effective January 1, 1996.
Adoption of this Statement has not had, nor is expected to have, a material
impact on the financial condition or results of operations of the Company.
During May 1995, the FASB issued its Statement of Financial Accounting
Standards No. 122, "Accounting for Mortgage Servicing Rights an Amendment of
FASB Statement No. 65" ("SFAS 122"). This Statement requires that a mortgage
banking enterprise recognize as separate assets rights to service mortgage loans
for others, regardless of how those servicing rights are acquired. The Company
adopted SFAS 122 retroactive to January 1, 1995. The Company's adoption of SFAS
122 resulted in an increase to 1995 net earnings of approximately $2,700,000, or
$0.08 per share. The ongoing impact of SFAS 122 is dependent upon, among other
things, the volume of loan originations, the general levels of market interest
rates and the rate of estimated loan prepayments. Accordingly, management is
unable to predict with any reasonable certainty what effect SFAS 122 will have
on the Company's future results of operations or its financial condition.
During October 1995, the Financial Accounting Standards Board issued its
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). This Statement establishes optional financial
accounting and reporting standards for stock-based employee compensation plans.
SFAS 123 is required to be implemented for financial statements for fiscal years
beginning after December 15, 1995. The Company implemented SFAS 123 during 1995.
Since Standard Federal intends to retain its current accounting method for its
stock-based employee compensation plans, this Statement only required additional
disclosures for the Company, and as such, its adoption has had no material
impact on the Company's financial
42
<PAGE> 45
Standard Federal Bancorporation, Inc.
condition or results of its operations. See Note 23 of the Notes to the
Consolidated Financial Statements, included in Item 8. Financial Statements and
Supplementary Data, herein, for further discussion.
During June 1996, the FASB issued Statement of Financial Accounting
Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities" ("SFAS 125"). This Statement, among other
things, applies a "financial-components approach" that focuses on control,
whereby an entity recognizes the financial and servicing assets it controls and
the liabilities it has incurred, derecognizes assets when control has been
surrendered, and derecognizes liabilities when extinguished. This Statement
provides consistent standards for distinguishing transfers of financial assets
that are sales from transfers that are secured borrowings. While SFAS 125
supersedes SFAS 122, its accounting guidance is consistent, in most respects,
with SFAS 122 concerning residential mortgage servicing rights. The Company is
required to adopt certain portions of SFAS 125 on January 1, 1997. Other
portions of SFAS 125 have been extended to January 1, 1998. Adoption of this
Statement is not expected to have a material impact on the financial condition
or results of operations of the Company.
43
<PAGE> 46
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS
<TABLE>
<S> <C>
INDEPENDENT ACCOUNTANTS' REPORTS.......... 45
CONSOLIDATED STATEMENTS OF FINANCIAL
CONDITION.............................. 47
CONSOLIDATED STATEMENTS OF INCOME......... 48
CONSOLIDATED STATEMENTS OF CASH FLOWS..... 49
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY................................. 52
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS............................. 53
</TABLE>
44
<PAGE> 47
INDEPENDENT ACCOUNTANTS' AUDIT REPORT
[DELOITTE & TOUCHE LOGO]
Standard Federal Bancorporation, Inc.:
We have audited the accompanying consolidated statements of financial condition
of Standard Federal Bancorporation, Inc. (the "Company") as of December 31, 1996
and 1995, and the related consolidated statements of income, cash flows and
stockholders' equity for each of the three years in the period ended December
31, 1996. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Standard Federal Bancorporation,
Inc. at December 31, 1996 and 1995, and the results of their operations and
their cash flows for each of the three years in the period ended December 31,
1996, in conformity with generally accepted accounting principles.
As discussed in Note 1 of the Notes to Consolidated Financial Statements, the
Company changed its method of accounting for goodwill associated with certain
acquisitions on January 1, 1996 and its method of accounting for mortgage
servicing rights on January 1, 1995.
DELOITTE & TOUCHE LLP
January 16, 1997
Detroit, Michigan
45
<PAGE> 48
INDEPENDENT ACCOUNTANTS' ATTESTATION REPORT
[DELOITTE & TOUCHE LOGO]
Standard Federal Bancorporation, Inc.:
We have examined management's assertion that, as of December 31, 1996, Standard
Federal Bancorporation, Inc. maintained an effective internal control structure
over financial reporting presented in conformity with both generally accepted
accounting principles and the Office of Thrift Supervision instructions for
Thrift Financial Reports, included in Management's Report dated January 16,
1997.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the internal control structure over financial
reporting, testing, and evaluating the design and operating effectiveness of the
internal control structure over financial reporting, and such other procedures
as we considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion.
Because of inherent limitations in any internal control structure, errors or
irregularities may occur and not be detected. Also, projections of any
evaluation of the internal control structure over financial reporting to future
periods are subject to the risk that the internal control structure may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies may deteriorate.
In our opinion, management's assertion that, as of December 31, 1996, Standard
Federal Bancorporation, Inc. maintained an effective internal control structure
over financial reporting presented in conformity with both generally accepted
accounting principles and the Office of Thrift Supervision instructions for
Thrift Financial Reports is fairly stated, in all material respects, based on
the criteria established in "Internal Control -- Integrated Framework" issued by
the Committee of Sponsoring Organizations of the Treadway Commission.
DELOITTE & TOUCHE LLP
January 16, 1997
Detroit, Michigan
46
<PAGE> 49
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION Standard Federal Bancorporation,
Inc.
<TABLE>
<CAPTION>
December 31,
1996 1995
ASSETS: (In Thousands)
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Cash $129,333 $90,789
- --------------------------------------------------------------------------------------------
Cash equivalents 31,199 16,029
Term federal funds sold and securities purchased under
resale agreements 13,400 --
Investment securities held to maturity (fair values of
$476,472, and $210,935, respectively) 475,762 211,745
Mortgage-backed securities held for trading at fair value -- 224,843
Mortgage-backed securities available for sale at fair
value 602,223 689,432
Mortgage-backed securities held to maturity (fair values
of $2,287,060 and $2,329,546, respectively) 2,281,973 2,275,158
Loans receivable available for sale 940,485 902,816
Loans receivable 10,498,351 8,294,909
- --------------------------------------------------------------------------------------------
Total earning assets 14,843,393 12,614,932
- --------------------------------------------------------------------------------------------
Accrued interest receivable 79,819 69,147
Real estate and other repossessed assets 11,251 5,764
Premises and equipment 215,921 191,988
Cost in excess of fair value of net assets acquired 161,998 135,874
Other assets 209,076 167,114
- --------------------------------------------------------------------------------------------
Total assets $15,650,791 $13,275,608
- --------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
- --------------------------------------------------------------------------------------------
LIABILITIES:
Deposits $10,971,018 $9,151,929
FHLB advances and other long-term borrowings 1,852,974 1,973,797
Federal funds purchased and reverse repurchase agreements 1,366,253 844,420
Medium-term subordinated notes 98,631 --
- --------------------------------------------------------------------------------------------
Total interest-bearing liabilities 14,288,876 11,970,146
- --------------------------------------------------------------------------------------------
Accrued interest payable 39,665 58,430
Undisbursed payments on participations sold 95,971 98,798
Advance payments by borrowers for taxes and insurance 90,739 75,767
Federal income taxes payable 39,245 66,245
Liability for checks and money orders issued 77,557 50,785
Other liabilities 61,965 39,174
- --------------------------------------------------------------------------------------------
Total liabilities 14,694,018 12,359,345
- --------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Serial preferred stock, no par value per share; 50,000,000
shares authorized; none issued -- --
Common stock, no par value per share; 150,000,000 shares
authorized; 31,990,098 shares issued and outstanding at
December 31, 1996; 31,185,175 shares issued and
outstanding at December 31, 1995 250,637 231,884
Restricted stock grant, net (85) --
Retained earnings, partially restricted 693,435 663,655
Unrealized gain on mortgage-backed securities available
for sale, net of taxes 12,786 20,724
- --------------------------------------------------------------------------------------------
Total stockholders' equity 956,773 916,263
- --------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $15,650,791 $13,275,608
- --------------------------------------------------------------------------------------------
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
47
<PAGE> 50
CONSOLIDATED STATEMENTS OF INCOME Standard Federal Bancorporation, Inc.
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
(In Thousands, Except Per Share Data)
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
INTEREST INCOME:
Loans receivable $787,813 $700,671 $582,260
Mortgage-backed securities 224,677 200,477 169,801
Investment securities 31,253 24,555 22,935
- ------------------------------------------------------------------------------------------------------
Total 1,043,743 925,703 774,996
- ------------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
Deposits 476,087 418,049 319,352
FHLB advances and other long-term borrowings 111,258 123,995 101,372
Federal funds purchased and reverse repurchase agreements 64,297 61,175 23,625
Medium-term subordinated notes 3,595 -- --
- ------------------------------------------------------------------------------------------------------
Total 655,237 603,219 444,349
- ------------------------------------------------------------------------------------------------------
Net interest income 388,506 322,484 330,647
Provision for losses 2,992 1,304 184
- ------------------------------------------------------------------------------------------------------
Net interest income after provision for losses 385,514 321,180 330,463
- ------------------------------------------------------------------------------------------------------
NON-INTEREST INCOME:
Loan fees and charges 9,554 6,837 5,991
Deposit-related fees and charges 29,202 26,161 22,447
Loan servicing fee income, net 14,256 13,197 11,620
Servicing rights valuation adjustment 1,794 (6,600) --
Gain on the sale of earning assets 19,607 20,694 6,957
Gain (Loss) on the sale of real estate owned (941) (1,271) 1,077
Other 7,099 6,015 6,575
- ------------------------------------------------------------------------------------------------------
Total 80,571 65,033 54,667
- ------------------------------------------------------------------------------------------------------
OTHER EXPENSES:
Compensation and benefits 104,202 78,997 79,891
Occupancy and equipment 55,382 46,982 46,916
Federal insurance premium 22,810 19,379 18,020
FDIC special assessment 67,311 -- --
General and administrative 22,033 15,843 14,320
Amortization of cost in excess of fair value of net assets
acquired 16,008 15,780 15,167
Advertising 12,785 10,231 10,627
Other taxes 7,084 5,982 8,209
Other 5,888 4,818 5,377
- ------------------------------------------------------------------------------------------------------
Total 313,503 198,012 198,527
- ------------------------------------------------------------------------------------------------------
Income before provision for federal income taxes and the
cumulative effect of a change in accounting for goodwill 152,582 188,201 186,603
Provision for federal income taxes 55,400 68,700 67,600
- ------------------------------------------------------------------------------------------------------
Income before the cumulative effect of a change in
accounting for goodwill 97,182 119,501 119,003
Cumulative effect of a change in accounting for goodwill (43,032) -- --
- ------------------------------------------------------------------------------------------------------
NET INCOME $54,150 $119,501 $119,003
- ------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE:
Income before the cumulative effect of a change in
accounting for goodwill $3.03 $3.70 $3.70
Cumulative effect of a change in accounting for goodwill (1.34) -- --
- ------------------------------------------------------------------------------------------------------
NET INCOME $1.69 $3.70 $3.70
- ------------------------------------------------------------------------------------------------------
DIVIDENDS PER COMMON SHARE $0.78 $0.70 $0.62
- ------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
48
<PAGE> 51
CONSOLIDATED STATEMENTS OF CASH FLOWS Standard Federal Bancorporation, Inc.
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
(In Thousands)
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES:
Interest received on earning assets $1,042,166 $913,749 $756,529
Loan and other fees received 107,126 68,910 59,857
Proceeds from the sale of mortgage-backed securities held
for trading 689,856 344,398 --
Cash disbursed for real estate loans available for sale (7,352,441) (5,201,266) (1,953,474)
Proceeds from the sale of real estate loans available for
sale 6,624,917 4,079,739 2,593,407
Other operating income, net 6,109 3,332 6,825
Interest paid on interest-bearing liabilities (685,691) (587,831) (432,377)
Operating and administrative expenses (368,740) (243,097) (185,358)
Federal income taxes paid (50,500) (41,100) (63,211)
- ---------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 12,802 (663,166) 782,198
- ---------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Net increase in term federal funds sold and securities
purchased under resale agreements (13,400) -- --
Proceeds from the sale of investment and mortgage-backed
securities available for sale 148,782 -- 129,757
Maturities of interest-earning deposits 831 -- --
Purchases of interest-earning deposits -- (831) --
Purchases of investment securities held to maturity (20,659) (167,386) (580,168)
Maturities and partial repayments of investment securities
held to maturity 72,890 230,503 645,236
Purchases of FHLB stock (7,909) (1,558) (7,223)
Redemptions of FHLB stock -- -- 10,112
Disbursements of real estate loans (2,687,612) (3,172,511) (2,437,948)
Principal repayments of real estate loans 1,811,099 2,362,360 1,181,588
Purchases of mortgage-backed securities held to maturity -- (244) (767,921)
Principal repayments of mortgage-backed securities held to
maturity 572,526 335,458 584,530
Principal repayments of mortgage-backed securities
available for sale 130,571 -- --
Net increase in consumer and commercial loans (153,916) (69,459) (83,765)
Proceeds from the disposition of real estate and other
repossessed assets 13,921 14,888 34,374
Capital expenditures, net (29,783) (14,674) (5,168)
Net cash used to acquire Bell Bancorp, Inc. (341,794) -- --
Net cash used to acquire FSB Financial Corporation (23,423) -- --
Net cash used to acquire Mackinac Financial Corporation -- -- (20,953)
Net cash used to acquire Central Holding Company -- -- (15,141)
- ---------------------------------------------------------------------------------------------------------
Net cash used in investing activities (527,876) (483,454) (1,332,690)
- ---------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
49
<PAGE> 52
Consolidated Statements of Cash Flows - Continued
Standard Federal Bancorporation, Inc.
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
(In Thousands)
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Net increase in deposit accounts, excluding sale of
deposits $98,287 $1,033,150 $90,572
Cash transferred to the acquiror of deposit liabilities -- (30,235) (18,105)
Net increase in securities sold under agreements to
repurchase 521,833 92,957 463,203
Proceeds from FHLB advances 825,000 552,000 698,521
Repayments of FHLB advances (959,742) (601,163) (440,350)
Proceeds of other borrowings 100,000 -- --
Repayments of other long-term borrowings (16,369) -- (6,000)
Net proceeds from the exercise of common stock options 33,915 4,512 2,792
Dividends paid to stockholders (24,370) (21,999) (19,471)
Cash disbursed to repurchase stock (15,279) (19,299) --
Restricted stock grants 32 -- --
Net change in retail transactions in process 1,528 (80,847) (17,532)
Net receipts (disbursements) of advance payments by
borrowers for taxes and insurance 8,247 (2,318) 31,493
Net receipts (disbursements) of payments due on
participations sold (4,294) 58,341 (138,893)
- ----------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 568,788 985,099 646,230
- ----------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 53,714 (161,521) 95,738
BEGINNING CASH AND CASH EQUIVALENTS 106,818 268,339 172,601
- ----------------------------------------------------------------------------------------------------------
ENDING CASH AND CASH EQUIVALENTS $160,532 $106,818 $268,339
==========================================================================================================
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY (USED
IN) OPERATING ACTIVITIES:
Net income $54,150 $119,501 $119,003
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization 15,662 13,958 13,584
Amortization of cost in excess of fair value of net
assets acquired 16,008 15,780 15,167
Cumulative effect of a change in accounting for goodwill 43,032 -- --
Provision for losses 2,992 1,304 184
Gain on the sale of branches -- (1,444) (799)
Gain on the sale of earning assets (19,607) (20,694) (6,957)
Provision for deferred federal income taxes 21,239 4,376 10,290
Increase (Decrease) in federal taxes payable, net (48,239) 33,467 (1,075)
(Increase) Decrease in loans receivable available for
sale (37,669) (768,531) 639,933
Unrealized gain on mortgage-backed securities held for
trading -- (8,598) --
(Increase) Decrease in accrued interest receivable 1,619 (8,624) (9,620)
Increase (Decrease) in accrued interest payable (9,406) 15,631 12,840
Accretion of loan fees and other discounts and premiums,
net (6,898) (798) (11,709)
Deferral of loan origination fees (costs), net 2,514 (16,924) 3,476
Net change in accrued and prepaid expenses (22,595) (41,570) (2,119)
- ----------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities $12,802 ($663,166) $782,198
- ----------------------------------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
- ----------------------------------------------------------------------------------------------------------
Loans receivable transferred to real estate and other
repossessed assets $15,952 $9,591 $15,705
Loans receivable exchanged for mortgage-backed securities $7,536,933 $5,296,635 $2,324,528
Mortgage-backed securities held to maturity transferred to
either held for trading or available for sale -- $936,973 --
Loans receivable available for sale transferred to loans
receivable -- -- $388,045
- ----------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
50
<PAGE> 53
Consolidated Statements of Cash Flows - Continued
Standard Federal Bancorporation, Inc.
The Bank's merger activity for the years ended December 31, 1996, 1995 and 1994
is summarized in the schedule below. Refer to the Completed Acquisition Section
of the Management's Discussion and Analysis (see page 40), for further
information on these acquisitions.
<TABLE>
<CAPTION>
June 7, 1996
(In Thousands)
<S> <C> <C>
- ----------------------------------------------------------------------------------------
BELL BANCORP, INC., ACQUISITION:
Cash paid for common stock and stock options $355,006
Fair value of assets acquired $1,923,610
Fair value of liabilities assumed (1,644,204)
- ----------------------------------------------------------------------------------------
Fair value of net assets acquired 279,406
- ----------------------------------------------------------------------------------------
Core deposit premium and cost in excess of fair value of
net assets acquired $75,600
- ----------------------------------------------------------------------------------------
<CAPTION>
January 12, 1996
(In Thousands)
<S> <C> <C>
- ----------------------------------------------------------------------------------------
FSB FINANCIAL CORPORATION ACQUISITION:
Cash paid for common stock and stock options $24,726
Fair value of assets acquired $165,778
Fair value of liabilities assumed (147,073)
- ----------------------------------------------------------------------------------------
Fair value of net assets acquired 18,705
- ----------------------------------------------------------------------------------------
Core deposit premium and cost in excess of fair value of
net assets acquired $6,021
- ----------------------------------------------------------------------------------------
<CAPTION>
August 27, 1994
(In Thousands)
<S> <C> <C>
- ----------------------------------------------------------------------------------------
MACKINAC FINANCIAL CORPORATION ACQUISITION:
Cash paid for common stock and stock options $21,300
Fair value of assets acquired $210,107
Fair value of liabilities assumed (195,090)
- ----------------------------------------------------------------------------------------
Fair value of net assets acquired 15,017
- ----------------------------------------------------------------------------------------
Core deposit premium and cost in excess of fair value of
net assets acquired $6,283
- ----------------------------------------------------------------------------------------
<CAPTION>
April 8, 1994
(In Thousands)
<S> <C> <C>
- ----------------------------------------------------------------------------------------
CENTRAL HOLDING COMPANY ACQUISITION:
Cash paid for common stock and stock options $21,288
Fair value of assets acquired $237,585
Fair value of liabilities assumed (224,213)
- ----------------------------------------------------------------------------------------
Fair value of net assets acquired 13,372
- ----------------------------------------------------------------------------------------
Core deposit premium and cost in excess of fair value of
net assets acquired $7,916
- ----------------------------------------------------------------------------------------
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
51
<PAGE> 54
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Standard Federal Bancorporation, Inc.
<TABLE>
<CAPTION>
Unrealized
Retained Net Gain on
Restricted Earnings Mortgage-Backed Total
Common Stock Grant, (Partially Securities Stockholders'
Stock Net Restricted) Available for Sale Equity
(In Thousands)
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1993 $243,879 $-- $466,621 $-- $710,500
Net income -- -- 119,003 -- 119,003
Dividends paid to
stockholders ($0.62 per
share) -- -- (19,471) -- (19,471)
Stock options exercised 2,792 -- -- -- 2,792
- ------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1994 246,671 -- 566,153 -- 812,824
Net income -- -- 119,501 -- 119,501
Dividends paid to
stockholders ($0.70 per
share) -- -- (21,999) -- (21,999)
Stock options exercised 4,512 -- -- -- 4,512
Stock repurchased and
retired (19,299) -- -- -- (19,299)
Unrealized net gain recorded
on mortgage-backed
securities available for
sale -- -- -- 20,724 20,724
- ------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995 231,884 -- 663,655 20,724 916,263
Net income -- -- 54,150 -- 54,150
Dividends paid to
stockholders ($0.78 per
share) -- -- (24,370) -- (24,370)
Stock options exercised 33,915 -- -- -- 33,915
Stock repurchased and
retired (15,279) -- -- -- (15,279)
Issuance of restricted stock 117 (117) -- -- --
Amortization of restricted
stock -- 32 -- -- 32
Change in unrealized net
gain recorded on
mortgage-backed securities
available for sale -- -- -- (7,938) (7,938)
- ------------------------------------------------------------------------------------------------------------------------
$250,637 ($85) $693,435 $12,786 $956,773
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
52
<PAGE> 55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Standard Federal Bancorporation,
Inc.
1. SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
Standard Federal Bancorporation, Inc. (the "Company") is the holding company for
Standard Federal Bank (the "Bank"). The consolidated financial statements
include the accounts of the Company and its wholly owned subsidiary, the Bank.
Significant intercompany balances and transactions have been eliminated.
NATURE OF OPERATIONS
The Company's primary business consists of attracting deposits from the general
public and originating single-family home mortgage loans. The Company also
acquires funds on a wholesale basis from a variety of sources, manages a
high-quality securities portfolio, services a significant volume of loans for
others, makes consumer, commercial real estate and commercial non-real estate
loans. The Company's principal market for its retail banking operations is the
Midwest. The Company also operates a nationwide wholesale mortgage banking
division.
The Company serves as a financial intermediary by gathering funds from a
variety of sources and investing such funds in loans and other investments with
the objective of maximizing the interest differential received within acceptable
risk parameters. These loans and investments carry with them inherent risks that
differ from investments made by other commercial, industrial and service
enterprises. The risks and uncertainties facing savings institutions and other
financial intermediaries are substantial and, in many instances, beyond the
control of the institution or intermediary.
CASH EQUIVALENTS
Cash equivalents include daily federal funds sold and daily securities purchased
under resale agreements.
INVESTMENTS AND MORTGAGE-BACKED SECURITIES
Investments and mortgage-backed securities ("MBS") are recorded at cost on a
settlement date basis. Discounts and premiums are amortized using the interest
method over the estimated lives of the assets. Investments and MBS determined to
be trading securities are reported at fair value with unrealized gains and
losses included in earnings. Investments and MBS which the Company has the
positive intent and ability to hold to maturity are reported at amortized cost.
All other investments and MBS are classified as available for sale, and are
reported at fair value with unrealized gains and losses reported in
stockholders' equity. Gain or loss on the sales of investments and MBS are based
on the specific identification method.
LOANS RECEIVABLE
Loans receivable available for sale are carried at the lower of cost or market
determined on an aggregate basis. All loans held in portfolio are carried at
amortized cost. The Company has both the intent and the ability to hold all
loans in portfolio, for investment purposes, for the foreseeable future.
Discounts and premiums are amortized using the interest method over the
estimated lives of the assets.
As part of its management of assets and liabilities, the Company has sold
retail single-family loans, primarily all of which had been classified as
available for sale. In addition, through its wholesale mortgage banking
division, the Company routinely sells loans primarily to the secondary market
agencies. The Company has identified a population of loans as being available
for sale at December 31, 1996. The Company intends to sell all of this
portfolio, primarily during the first quarter of 1997. Gains or losses resulting
from the sale of loans are based on the specific identification method, are
recorded on a settlement date basis, and reflect the extent that the sales
proceeds exceed the Company's investment in the loans.
ALLOWANCE FOR LOSSES
A provision for possible losses is charged to operations based on management's
evaluation of the potential losses in its various loan and investment
portfolios. The major factors considered in evaluating potential losses and the
adequacy of total allowances are historical charge-off experience, delinquency,
general economic
53
<PAGE> 56
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
1. SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED
ALLOWANCE FOR LOSSES -- CONTINUED
conditions and the fair value of any related collateral. The allowance for loan
losses is established based on management's assessment of trends in the
homogeneous pools, such as single-family mortgage loans and consumer loans, as
well as the results of management's periodic review of the loans in the
non-homogeneous pools, such as commercial real estate and non-real estate loans.
The Bank has identified its population of impaired loans as consisting of
all classified commercial loans pursuant to OTS regulations. All impaired loans
are carried at the estimated fair value of the collateral less the cost to
dispose. The Bank has identified its population of nonaccrual loans as all loans
more than 90 days delinquent, except for certain single-family conventional or
federally insured/guaranteed loans, which have been identified as possessing
characteristics that reasonably assure full collectibility of both principal and
interest.
The Bank's charge-off policy with respect to single-family mortgage loans
is to charge-off the loan amount in excess of the fair value of the collateral
at the time the loan is transferred to the real estate owned portfolio and
recorded at fair market value. The Bank will charge-off the loss portion of a
commercial real estate or non-real estate loan when management determines that
the fair market value of the collateral is less than the investment in the
impaired loan.
UNCOLLECTED INTEREST
An allowance is generally provided for uncollected interest on loans which are
more than 90 days delinquent. Such interest is recognized as income as
collected. The Company's interest allowance totaled $2,797,000, $1,668,000 and
$1,324,000 at December 31, 1996, 1995 and 1994, respectively.
REAL ESTATE AND OTHER REPOSSESSED ASSETS
Real estate and other repossessed assets are recorded and carried at the lower
of cost or fair value less selling costs. Costs relating to the development and
improvement of the property are capitalized. Such costs were not significant
during any of the three years in the period ended December 31, 1996. Costs
relating to holding the property are charged to expense.
PREMISES AND EQUIPMENT
Premises and equipment, including leasehold improvements, are carried at cost
less accumulated depreciation and amortization. Depreciation and amortization
are computed using the straight-line method as follows:
Buildings and improvements -- 10 to 39 years
Furniture, fixtures and equipment -- 10 years
Computer equipment -- 2 to 9 years
Leasehold improvements -- lesser of term of lease or useful life of the
property
During March 1995, the Financial Accounting Standards Board ("FASB") issued
its Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
("SFAS 121"). This Statement requires that long-lived assets and certain
identifiable intangibles, and goodwill related to those assets to be held and
used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company adopted SFAS 121 effective January 1, 1996. Adoption of
this Statement did not have a material impact on the financial condition or
results of operations of the Company.
COST IN EXCESS OF FAIR VALUE OF NET ASSETS ACQUIRED
Since 1980, the Company has expanded its branch network geographically by
merging with 19 savings institutions and purchasing three branches from other
savings institutions. All but one of these acquisitions were accounted for using
the purchase method of accounting. Under the purchase method of accounting, the
Company's Consolidated Statements of Income reflect the income of the acquired
institutions only since the respective dates of acquisition. In addition, all
assets acquired and liabilities assumed are adjusted to fair value
54
<PAGE> 57
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
1. SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED
COST IN EXCESS OF FAIR VALUE OF NET ASSETS ACQUIRED -- CONTINUED
as of the dates of acquisition. Goodwill and other intangible assets are
reviewed for possible impairment when events or changed circumstances indicate
that the carrying amount may not be recoverable. See Note 14 of the Notes to
Consolidated Financial Statements for further information concerning the
Company's acquisition activities.
The Company adopted the FASB's Statement of Financial Accounting Standards
No. 72, "Accounting for Certain Acquisitions of Banking or Thrift Institutions"
("SFAS 72") effective January 1, 1996, for three regulatory-assisted
acquisitions completed by the Bank during the period 1980-1982, prior to the
FASB's issuance of SFAS 72. Refer to Note 14 of these Notes to Consolidated
Financial Statements for further discussion of this adoption on the Company's
financial condition and results of operations.
MORTGAGE SERVICING RIGHTS
Mortgage servicing rights ("MSR") represent the cost of acquiring the right to
service mortgage loans. These costs are initially capitalized and subsequently
amortized in proportion to, and over the period of, estimated net loan servicing
income. During May 1995, the FASB issued its Statement of Financial Accounting
Standards No. 122, "Accounting for Mortgage Servicing Rights an Amendment of
FASB Statement No. 65" ("SFAS 122"). This Statement requires that a mortgage
banking enterprise recognize as separate assets rights to service mortgage loans
for others, regardless of how those servicing rights are acquired. The Company
adopted SFAS 122 retroactive to January 1, 1995. The Company's adoption of SFAS
122 resulted in an increase to 1995 net earnings of approximately $2,700,000, or
$0.08 per share. The ongoing impact of SFAS 122 is dependent upon, among other
things, the volume of loan originations, the general levels of market interest
rates and the rate of estimated loan prepayments. Accordingly, management is
unable to predict with any reasonable certainty what effect SFAS 122 will have
on the Company's future results of operations or its financial condition. The
FASB issued Statement of Financial Accounting Standards No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities"
("SFAS 125") during June 1996. SFAS 125, among other things, applies a
"financial-components approach" that focuses on control, whereby an entity
recognizes the financial and servicing assets it controls and the liabilities it
has incurred, derecognizes assets when control has been surrendered, and
derecognizes liabilities when extinguished. This Statement provides consistent
standards for distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. While SFAS 125 supersedes SFAS 122, its
accounting guidance is consistent, in most respects, with SFAS 122 concerning
residential mortgage servicing rights. The Company is required to adopt certain
portions of SFAS 125 effective January 1, 1997. Other portions of SFAS 125 have
been extended to January 1, 1998. Adoption of this Statement is not expected to
have a material impact on the financial condition or results of operations of
the Company.
INCOME TAXES
The Company files consolidated federal income tax returns. The Company's
provision for federal income taxes for all periods presented varies from
statutory rates due primarily to the nondeductibility of goodwill amortization.
ESTIMATES AND ASSUMPTIONS
The preparation of financial statements, in conformity with generally accepted
accounting principles, requires Management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from these estimates.
The financial condition of a savings institution, and to some extent, its
operating performance, is dependent to a significant degree upon estimates and
appraisals of value, evaluations of creditworthiness and assumptions about
future events and economic conditions. Recent history has demonstrated that
these estimates, appraisals,
55
<PAGE> 58
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
1. SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED
ESTIMATES AND ASSUMPTIONS -- CONTINUED
evaluations and assumptions are subject to rapid change, and that such changes
can materially affect the reported financial condition of a savings institution
and its financial performance, and may result in restrictions on an
institution's ability to continue to operate in its customary manner.
RECLASSIFICATIONS
Certain reclassifications have been made in the Consolidated Financial
Statements and accompanying Notes for 1995 and 1994 in order to conform with the
1996 presentation.
2. CASH EQUIVALENTS, FEDERAL FUNDS SOLD AND SECURITIES PURCHASED UNDER RESALE
AGREEMENTS
At December 31, 1996 and 1995, the Company held $1,699,000 and $7,329,000,
respectively, of short-term money market funds. These funds were held as
security for certain pension liabilities.
At December 31, 1996 and 1995, the Company also held $42,900,000 and
$8,700,000, respectively, of securities purchased under resale agreements
consisting of mortgage loans, mortgage-backed securities, U.S. Government
obligations and other marketable investment securities with market values in
excess of cost. At December 31, 1996 and 1995, the agreements matured within six
and two days, respectively, and called for the delivery of the same securities.
The securities underlying the agreements were held in safekeeping on the
Company's behalf by the following primary dealers.
<TABLE>
<CAPTION>
Securities Held as a
Percentage of
Stockholders' Equity
December 31,
Dealer 1996 1995
<S> <C> <C>
- --------------------------------------------------------------------------------------
Merrill Lynch 4.48% --
Lehman Brothers -- 0.95%
- --------------------------------------------------------------------------------------
Total 4.48% 0.95%
- --------------------------------------------------------------------------------------
</TABLE>
The average amounts of securities purchased under resale agreements
outstanding during the years ended December 31, 1996 and 1995, were $69,340,000
and $102,517,000, respectively. The maximum amounts of resale agreements
outstanding at any month-end during the period were $149,300,000 and
$200,000,000 for the years ended December 31, 1996 and 1995, respectively.
3. INVESTMENT SECURITIES
Investment securities are summarized as follows:
DECEMBER 31, 1996
<TABLE>
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
Gross Gross
Carrying Unrealized Unrealized Market
Value Gains Losses Value
Portfolio Description: (In Thousands)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Collateralized mortgage obligations (including net
unamortized discount -- $8,533) $288,145 $3,223 ($790) $290,578
Investment-grade corporate debt securities -- at cost 95 -- -- 95
FHLB stock -- at cost 112,058 -- -- 112,058
U.S. Government and agency obligations (including net
unamortized discount -- $384) 74,128 349 (1,852) 72,625
Other (including net unamortized discount -- $479) 1,336 -- (220) 1,116
- ------------------------------------------------------------------------------------------------------------------
Total $475,762 $3,572 ($2,862) $476,472
- ------------------------------------------------------------------------------------------------------------------
Weighted average interest rate at end of period(1) 7.13%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The weighted average interest rate is presented on a bond equivalent basis.
56
<PAGE> 59
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
3. INVESTMENT SECURITIES -- CONTINUED
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Gross Gross
Carrying Unrealized Unrealized Market
Value Gains Losses Value
Portfolio Description: (In Thousands)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Collateralized mortgage obligations -- at cost $25,642 $195 $-- $25,837
Investment-grade corporate debt securities -- at cost 125 -- -- 125
FHLB stock -- at cost 102,427 -- -- 102,427
Certificates of deposits -- at cost 831 -- -- 831
U.S. Government and agency obligations (including net
unamortized premium -- $8) 81,082 1,049 (1,785) 80,346
Other (including net unamortized discount -- $586) 1,638 -- (269) 1,369
- ------------------------------------------------------------------------------------------------------------------
Total $211,745 $1,244 ($2,054) $210,935
- ------------------------------------------------------------------------------------------------------------------
Weighted average interest rate at end of period(1) 7.09%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The weighted average interest rate is presented on a bond equivalent basis.
DECEMBER 31, 1994
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Gross Gross
Carrying Unrealized Unrealized Market
Value Gains Losses Value
Portfolio Description: (In Thousands)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Collateralized mortgage obligations -- at cost $35,415 $78 ($476) $35,017
Investment-grade corporate debt securities (including
net unamortized premium -- $100) 48,935 -- (70) 48,865
FHLB stock -- at cost 100,869 -- -- 100,869
U.S. Government and agency obligations (including net
unamortized premium -- $20) 85,256 6 (3,825) 81,437
Other (including net unamortized discount -- $672) 1,863 -- (323) 1,540
- ------------------------------------------------------------------------------------------------------------------
Total $272,338 $84 ($4,694) $267,728
- ------------------------------------------------------------------------------------------------------------------
Weighted average interest rate at end of period(1) 6.62%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The weighted average interest rate is presented on a bond equivalent basis.
Scheduled contractual maturities of investment-grade corporate debt
securities at December 31, 1996, are summarized as follows:
<TABLE>
<CAPTION>
Weighted
Average Rate
at End of Carrying Market
Period(1) Value Value
(In Thousands)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Due in 1 year or less 7.50% $30 $30
Due after 1 year through 5 years 7.50 65 65
- --------------------------------------------------------------------------------------------------------
Total 7.50% $95 $95
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) The weighted average interest rate is presented on a bond equivalent basis.
57
<PAGE> 60
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
3. INVESTMENT SECURITIES -- CONTINUED
Scheduled contractual maturities of U.S. Government and agency obligations
at December 31, 1996, are summarized as follows:
<TABLE>
<CAPTION>
Weighted
Average Rate
at End of Carrying Market
Period(1) Value Value
(In Thousands)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Due in 1 year or less 6.40% $55,197 $55,506
Due after 1 year through 5 years 4.65 13,597 12,738
Due after 5 years through 10 years 3.94 5,000 4,050
Due after 10 years 9.02 334 331
- ---------------------------------------------------------------------------------------------------------
Total 5.93% $74,128 $72,625
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) The weighted average interest rate is presented on a bond equivalent basis.
Included in the portfolio at December 31, 1996, are $112,785,000 of
adjustable-rate investment securities having a market value of $110,534,000
($40,528,000 at December 31, 1995, with a market value of $38,941,000).
At December 31, 1996, the Bank had pledged investment securities with
outstanding balances of $4,665,000 as security for certain pension liabilities
($5,366,000 at December 31, 1995).
The sales of investment securities in 1996 and 1994 consisted only of those
securities obtained from recent acquisitions which did not fit into the
Company's asset/liability management strategy.
4. MORTGAGE-BACKED SECURITIES HELD FOR TRADING
The MBS held for trading of $224,843,000 at December 31, 1995 consists of
certain of the Company's loans that were securitized during the month of
December 1995 but which were not sold until the month of January 1996. A pretax
gain of $8,598,000 related to these MBS was included in 1995 earnings. The
Company had no MBS held for trading at December 31, 1996 nor 1994.
5. MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE
Mortgage-backed securities available for sale are summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------
Gross Gross Carrying
Amortized Unrealized Unrealized Value/
Cost Gains Losses Market Value
Portfolio Description: (In Thousands)
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
Federal National Mortgage Association ("FNMA") $213,833 $9,789 ($662) $222,960
Federal Home Loan Mortgage Corporation ("FHLMC") 368,719 10,597 (53) 379,263
- -----------------------------------------------------------------------------------------------------------------
Total $582,552 $20,386 ($715) $602,223
- -----------------------------------------------------------------------------------------------------------------
Weighted average interest rate at end of period(1) 8.55%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The weighted average interest rate is presented on a bond equivalent basis.
58
<PAGE> 61
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
5. MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE -- CONTINUED
<TABLE>
<CAPTION>
DECEMBER 31, 1995
- -----------------------------------------------------------------------------------------------------------------
Gross Gross Carrying
Amortized Unrealized Unrealized Value/
Cost Gains Losses Market Value
Portfolio Description: (In Thousands)
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
FNMA $196,740 $11,273 $-- $208,013
FHLMC 460,809 20,610 -- 481,419
- -----------------------------------------------------------------------------------------------------------------
Total $657,549 $31,883 $-- $689,432
- -----------------------------------------------------------------------------------------------------------------
Weighted average interest rate at end of period(1) 8.59%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The weighted average interest rate is presented on a bond equivalent basis.
The unrealized gain on the MBS available for sale portfolio has been
recorded, net of tax, in the Company's Consolidated Statement of Financial
Condition as a component of stockholders' equity. The Company had no MBS
available for sale at December 31, 1994. Proceeds from the sale of MBS available
for sale totaled $79,762,000 for the year ended December 31, 1996. A pretax gain
of $880,000 related to these MBS was included in 1996 earnings. The Company did
not sell any MBS available for sale during the year ended December 31, 1995.
6. MORTGAGE-BACKED SECURITIES HELD TO MATURITY
Mortgage-backed securities held to maturity are summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1996
- ------------------------------------------------------------------------------------------------------------------
GROSS GROSS
CARRYING UNREALIZED UNREALIZED MARKET
VALUE GAINS LOSSES VALUE
PORTFOLIO DESCRIPTION: (IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FNMA $1,078,747 $7,318 ($13,904) $1,072,161
FHLMC 1,115,883 14,259 (3,959) 1,126,183
Government National Mortgage Association ("GNMA") 74,283 1,442 (251) 75,474
Other investment grade mortgage-backed securities 13,060 188 (6) 13,242
- ------------------------------------------------------------------------------------------------------------------
Total $2,281,973 $23,207 ($18,120) $2,287,060
- ------------------------------------------------------------------------------------------------------------------
Weighted average interest rate at end of period(1) 7.16%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The weighted average interest rate is presented on a bond equivalent basis.
<TABLE>
<CAPTION>
DECEMBER 31, 1995
- -------------------------------------------------------------------------------------------------------------------
GROSS GROSS
CARRYING UNREALIZED UNREALIZED MARKET
VALUE GAINS LOSSES VALUE
PORTFOLIO DESCRIPTION: (IN THOUSANDS)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FNMA $891,175 $19,445 ($3) $910,617
FHLMC 1,293,068 32,500 (98) 1,325,470
GNMA 56,200 2,301 (57) 58,444
Other investment grade mortgage-backed securities 34,715 300 -- 35,015
- -------------------------------------------------------------------------------------------------------------------
Total $2,275,158 $54,546 ($158) $2,329,546
- -------------------------------------------------------------------------------------------------------------------
Weighted average interest rate at end of period(1) 7.25%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The weighted average interest rate is presented on a bond equivalent basis.
59
<PAGE> 62
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
6. MORTGAGE-BACKED SECURITIES HELD TO MATURITY -- CONTINUED
<TABLE>
<CAPTION>
DECEMBER 31, 1994
- -------------------------------------------------------------------------------------------------------------------
Gross Gross
Carrying Unrealized Unrealized Market
Value Gains Losses Value
Portfolio Description: (In Thousands)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FNMA $1,057,482 $4,588 ($25,490) $1,036,580
FHLMC 1,385,098 1,666 (51,184) 1,335,580
GNMA 42,859 181 (1,332) 41,708
Other investment grade mortgage-backed securities 42,037 69 (876) 41,230
- ------------------------------------------------------------------------------------------------------------------
Total $2,527,476 $6,504 ($78,882) $2,455,098
- ------------------------------------------------------------------------------------------------------------------
Weighted average interest rate at end of period(1) 7.07%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The weighted average interest rate is presented on a bond equivalent basis.
The Company's MBS held to maturity portfolio consists primarily of
securities acquired in the secondary market. Included in the portfolio at
December 31, 1996, are $569,886,000 of adjustable-rate MBS having a market value
of $576,086,000 ($675,939,000 at December 31, 1995, with a market value of
$691,365,000). At December 31, 1996 and 1995, MBS held to maturity included net
unamortized discounts of $17,362,000 and $15,334,000, respectively.
The Company had pledged $1,597,452,000 and $1,059,106,000 of MBS at
December 31, 1996 and 1995, respectively, as collateral for a variety of
borrowings and interest rate exchange agreements. Refer to Notes 16, 17 and 18
herein for further discussion.
In conjunction with the SFAS 115 Implementation Guide, issued by the FASB
in November 1995, the Company reclassified a total of $936,973,000 of MBS,
originally classified as held to maturity, as either available for sale or held
for trading. As a result of this reclassification, the Company recorded an
unrealized gain of $20,724,000, net of tax, in stockholders' equity and realized
an after-tax gain of $6,062,000 in its 1995 net income.
7. LOANS RECEIVABLE AVAILABLE FOR SALE
Loans receivable available for sale are summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------
Gross Gross
Carrying Unrealized Unrealized Market
Value Gains Losses Value
Portfolio Description: (In Thousands)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
30-year fixed-rate mortgage loans $673,203 $1,291 $ -- $674,494
20-year fixed-rate mortgage loans 34,700 -- (309) 34,391
15-year fixed-rate mortgage loans 108,894 -- (509) 108,385
Balloon mortgage loans 39,603 -- (150) 39,453
Adjustable-rate mortgage loans 84,085 466 -- 84,551
- -----------------------------------------------------------------------------------------------------------------
Total $940,485 $1,757 ($968) $941,274
- -----------------------------------------------------------------------------------------------------------------
Weighted average interest rate at end of period 7.74%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
60
<PAGE> 63
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
7. LOANS RECEIVABLE AVAILABLE FOR SALE -- CONTINUED
<TABLE>
<CAPTION>
DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------------------
Gross Gross
Carrying Unrealized Unrealized Market
Value Gains Losses Value
Portfolio Description: (In Thousands)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
30-year fixed-rate mortgage loans $538,887 $2,376 $-- $541,263
20-year fixed-rate mortgage loans 13,749 137 -- 13,886
15-year fixed-rate mortgage loans 111,719 914 -- 112,633
Balloon mortgage loans 79,455 935 -- 80,390
Adjustable-rate mortgage loans 159,006 2,355 -- 161,361
- ------------------------------------------------------------------------------------------------------------------
Total $902,816 $6,717 $-- $909,533
- ------------------------------------------------------------------------------------------------------------------
Weighted average interest rate at end of period 7.34%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
8. LOANS RECEIVABLE
For details of the loans receivable portfolio at December 31, 1996 and 1995, see
the 1996 and 1995 columns of Table 5 of the Loan Portfolio Schedule on page 31.
The information in those columns is incorporated by reference into these Notes
to Consolidated Financial Statements.
Included in the portfolio at December 31, 1996, are $4,817,663,000 of
adjustable-rate loans ($3,503,100,000 at December 31, 1995), which periodically
adjust to various indices, subject to certain contractual limitations on
adjustments.
At December 31, 1996, the Company had outstanding mortgage loan
commitments, excluding undisbursed portions of loans in process, of $823,881,000
($823,964,000 at December 31, 1995), of which $132,190,000 ($81,102,000 at
December 31, 1995) were for adjustable-rate loans. In addition to these
commitments, Standard Federal was also in the process of underwriting
$71,053,000 of additional retail single-family mortgage loan applications. Based
on historical experience, the vast majority of these applications will be
approved and closed by the Company. The Company also had outstanding consumer
and commercial loan commitments, excluding undisbursed portions of loans in
process, of $7,966,000 ($8,370,000 at December 31, 1995). The mortgage loan
commitments, which are disbursed subject to certain limitations, extend over
varying periods of time, with substantially all of such funds disbursed within a
three-month period.
The Company had unused lines of credit provided to consumers of
$903,868,000 ($769,629,000 at December 31, 1995), of which $681,273,000
($563,578,000 at December 31, 1995) were for adjustable-rate loans. The Company
also had unused lines of credit provided to commercial customers of $124,406,000
($69,633,000 at December 31, 1995). The unused lines of credit provided to
consumers generally represent open-ended lines of credit which are funded on
demand for periods of up to ten years.
The Company's exposure to credit loss in the event of nonperformance by the
counterparty to the financial instrument for commitments to extend credit is
represented by the contractual amount of those instruments. The Company uses the
same credit policies in making these commitments as those involved in extending
loans to customers.
9. LOAN SERVICING
The following summary presents information regarding loans serviced for the
benefit of others, substantially all of which are serviced on behalf of FNMA and
FHLMC, and net loan servicing fee income. Included in the total loans serviced
for the benefit of others at December 31, 1996, are $8,166,000 ($15,483,000 at
December 31, 1995) of loans sold with recourse.
61
<PAGE> 64
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
9. LOAN SERVICING -- CONTINUED
<TABLE>
<CAPTION>
At or For the Year Ended December 31,
1996 1995 1994
(In Thousands)
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
Mortgage loans serviced for the benefit of others:
Retail-originated $4,516,572 $3,820,218 $2,280,770
Wholesale-originated 4,708,799 3,092,210 1,560,944
Acquired from mergers 1,120,603 1,396,255 1,622,543
Purchased in the secondary market 148,972 196,263 242,161
- -----------------------------------------------------------------------------------------------------------
Total $10,494,946 $8,504,946 $5,706,418
- -----------------------------------------------------------------------------------------------------------
Servicing portfolio weighted average note rate 7.75% 7.96% 8.05%
- -----------------------------------------------------------------------------------------------------------
Loan servicing fee income $32,873 $24,233 $21,840
Amortization of loan servicing rights (17,657) (9,652) (7,478)
Amortization of deferred excess servicing rights (960) (1,384) (2,742)
- -----------------------------------------------------------------------------------------------------------
Loan servicing fee income, net 14,256 13,197 11,620
Servicing rights valuation adjustment 1,794 (6,600) --
Late charge income 2,339 1,758 1,344
- -----------------------------------------------------------------------------------------------------------
Total net loan servicing fee income $18,389 $8,355 $12,964
- -----------------------------------------------------------------------------------------------------------
Total net loan servicing fee income as a percentage of net
pretax income 12.05% 4.44% 6.95%
- -----------------------------------------------------------------------------------------------------------
Advance payments by borrowers for taxes and insurance on
loans serviced for others $51,081 $44,077 $36,928
- -----------------------------------------------------------------------------------------------------------
</TABLE>
The activity of capitalized MSR is summarized as follows. At December 31,
1996, the Company had no commitments to purchase or sell any bulk packages of
mortgage loan servicing rights.
<TABLE>
<CAPTION>
For the Year Ended December 31,
1996 1995 1994
(In Thousands)
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
Beginning balance $97,555 $59,134 $56,017
Additions through wholesale mortgage banking operations 97,185 66,288 31,396
Additions through retail lending operations 16,265 17,103 --
Value of mortgage loan servicing rights acquired through
mergers 432 -- 16,658
Sales of mortgage loan servicing rights (61,003) (27,334) (34,717)
Servicing rights valuation adjustment 1,794 (6,600) --
Amortization (18,617) (11,036) (10,220)
- ----------------------------------------------------------------------------------------------------
Total $133,611 $97,555 $59,134
- ----------------------------------------------------------------------------------------------------
</TABLE>
The fair value of capitalized MSR is calculated by discounting estimated
expected future cash flows using a discount rate commensurate with the risk
involved. In using this valuation method the Company used assumptions that
market participants would use in estimating future net servicing income which
included estimates of the cost of servicing per loan, the discount rate, float
value, inflation rate, ancillary income per loan, prepayment speeds and default
rates. The fair value of the Company's capitalized MSR totaled approximately
$149,393,000 at December 31, 1996 ($101,136,000 at December 31, 1995). The
Company conducts its periodic impairment analyses using a disaggregated method,
based on the underlying loans' fixed and variable interest rates. An
impairment-driven valuation allowance for capitalized MSR totaled $2,000,000 at
December 31, 1996 ($6,600,000 at December 31, 1995). The Company reduced the
valuation allowance by $4,600,000 during
62
<PAGE> 65
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
9. LOAN SERVICING -- CONTINUED
the year ended December 31, 1996. A reduction of $2,806,000 was recorded on the
sale of certain mortgage servicing rights, while a reduction of $1,794,000 was
related to a change in the interest rate environment.
10. ALLOWANCE FOR LOAN LOSSES
Loan loss activity for the years ended December 31, 1996, 1995 and 1994 is
summarized in the 1996, 1995 and 1994 sections of Table 11 on page 37. The
information in those sections of Table 11 is incorporated by reference into
these Notes to Consolidated Financial Statements. Information on the Company's
impaired loans is discussed in Table 8 and the two paragraphs immediately
preceding Table 8 on page 34. The information in that Table and paragraphs is
incorporated by reference into these Notes to Consolidated Financial Statements.
The Company has historically operated with a very low exposure to credit
risk. Single-family home lending, the Company's primary focus, has resulted in
only nominal credit losses. At December 31, 1996, approximately 90.8% of the
Company's $11,438,836,000 loan portfolio consisted of single-family mortgage
loans, the vast majority of which were originated in the Company's primary
market areas. Included in this amount is approximately $450,228,000 of
California-based residential loans that were acquired in the Bell merger, and
which have produced relatively higher levels of net charge-offs in 1996 and will
likely continue to result in higher levels of net charge-offs in future
reporting periods. The Company does not have significant concentrations of
commercial real estate or commercial non-real estate loans in any one industry,
no foreign loans nor significant loan concentrations to any one borrower.
11. ACCRUED INTEREST RECEIVABLE AND PAYABLE
Accrued interest receivable is summarized as follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
(In Thousands)
- -------------------------------------------------------------------------------------
<S> <C> <C>
Investment securities $2,101 $925
Mortgage-backed securities 19,189 22,272
Loans receivable 58,529 45,950
- -------------------------------------------------------------------------------------
Total $79,819 $69,147
- -------------------------------------------------------------------------------------
</TABLE>
Accrued interest payable is summarized as follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
(In Thousands)
- -------------------------------------------------------------------------------------
<S> <C> <C>
Deposits $15,972 $21,402
FHLB advances and other long-term borrowings 4,535 5,074
Federal funds purchased and reverse repurchase agreements 15,514 24,781
Medium-term subordinated notes 3,552 --
Interest rate exchange agreements 92 7,173
- -------------------------------------------------------------------------------------
Total $39,665 $58,430
- -------------------------------------------------------------------------------------
</TABLE>
63
<PAGE> 66
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
12. REAL ESTATE AND OTHER REPOSSESSED ASSETS
Real estate and other repossessed assets are summarized as follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
(In Thousands)
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Real estate and other repossessed assets acquired by
repossession, foreclosure or deed in lieu of foreclosure $9,993 $1,962
Real estate in judgment and subject to redemption 1,258 3,802
- ---------------------------------------------------------------------------------------
Total $11,251 $5,764
- ---------------------------------------------------------------------------------------
</TABLE>
13. PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
(In Thousands)
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Land, buildings and improvements $217,890 $206,791
Furniture, fixtures and equipment 54,014 45,899
Computer equipment 67,634 49,543
Leasehold improvements 20,085 9,876
- -----------------------------------------------------------------------------------------
Subtotal 359,623 312,109
Accumulated depreciation and amortization (143,702) (120,121)
- -----------------------------------------------------------------------------------------
Total $215,921 $191,988
- -----------------------------------------------------------------------------------------
</TABLE>
14. BUSINESS ACQUISITIONS
The Company's merger activity for the years ended December 31, 1996 and 1994 is
summarized in the Completed Acquisitions Section of Management's Discussion and
Analysis (see page 40). The Company did not complete any mergers during the year
ended December 31, 1995. The information in that Section is incorporated by
reference into these Notes to Consolidated Financial Statements. The Company has
acquired both profitable and, in earlier years, unprofitable institutions. The
amounts by which the cost exceeded the fair value of the net assets acquired in
the applicable transactions involving profitable institutions and the amount by
which the supervisory assistance and fair value of liabilities received exceeded
the fair value of assets acquired in the transactions involving unprofitable
institutions were recorded as goodwill. Goodwill and core deposit premiums are
combined and shown in the Company's Consolidated Statements of Financial
Condition under the caption "Cost in excess of fair value of net assets
acquired". At December 31, 1996 the Company's core deposit intangibles totaled
$32,776,000 while its goodwill totaled $129,222,000. At December 31, 1995 the
Company's core deposit intangibles totaled $21,825,000 while its goodwill
totaled $114,049,000. Goodwill relating to acquisitions of profitable
institutions is being amortized over 15 to 25 years using the straight-line
method. Goodwill relating to acquisitions of unprofitable institutions is being
amortized over approximately 20 years using a method that produces a constant
rate when applied to the estimated outstanding balances of the earning assets
acquired. Core deposit premiums generated from recent acquisitions of profitable
institutions are being amortized over approximately seven years using the
straight-line method.
The Company adopted the FASB's SFAS 72, effective January 1, 1996, for
three regulatory-assisted acquisitions completed by the Bank during the period
1980-1982, prior to the FASB's issuance of SFAS 72. In conjunction with this
SFAS 72 adoption, the provisions of which prescribe an accelerated amortization
method over shorter time periods, the Company reduced the carrying amount of its
cost in excess of fair value of net assets acquired by $43,032,000.
64
<PAGE> 67
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
14. BUSINESS ACQUISITIONS -- CONTINUED
The following summary sets forth the actual effect on results of operations
for periods through December 31, 1996, and the proforma effect on future
periods' results of operations of the amortization of the valuation adjustments
recorded in connection with the Company's acquisitions. The actual effects of
the amortization of these amounts may vary. The category in the table entitled
"Amortization of Other Discounts (Premiums)" includes discounts and premiums
equal to the difference between the fair values of the assets acquired, other
than loans, and the liabilities assumed, and the recorded values of such assets
and liabilities on the books of the acquired entities at the dates of
acquisitions. Such discounts and premiums are being amortized using the
straight-line method with respect to depreciable premises and equipment over
approximately ten years, using the interest method with respect to the implicit
value of loans serviced for the benefit of others over the life of the loans,
and using the interest method with respect to other earning assets and interest-
bearing liabilities over approximately five years.
<TABLE>
<CAPTION>
Amortization
Amortization of Other Total Net Net Effect
of Loan Discounts Discounts Amortization on Pretax
(Premiums) (Premiums) (Premiums) of Goodwill (1) Income
ACTIVITY: (In Thousands)
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
1994 (Actual) ($5,489) $3,075 ($2,414) ($15,167) ($17,581)
1995 (Actual) (4,686) 3,270 (1,416) (15,780) (17,196)
1996 (Actual) (4,120) 478 (3,642) (58,915) (62,557)
1997 (3,920) 228 (3,692) (18,578) (22,270)
1998 (3,720) 667 (3,053) (18,209) (21,262)
1999 (3,520) 372 (3,148) (17,021) (20,169)
Thereafter (through 2014) (6,784) (7,223) (14,007) (104,771) (118,778)
- ------------------------------------------------------------------------------------------------------------------------
Total ($32,239) $867 ($31,372) ($248,441) ($279,813)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For purposes of this summary, "goodwill" consists of both cost in excess of
fair value of net assets acquired as well as core deposit premiums. In the
year ended December 31, 1996, the Company recorded a cumulative effect of a
change in accounting of $43,032,000 of unamortized goodwill related to three
acquisitions undertaken in the early 1980's, as a result of its adoption of
SFAS 72.
65
<PAGE> 68
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
15. DEPOSITS
Deposits are summarized as follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
(In Thousands)
<S> <C> <C>
- -------------------------------------------------------------------------------------------
Transaction Accounts:
Savings accounts $1,069,922 $965,811
NOW and money market checking accounts 802,316 664,588
Money market deposit accounts 2,019,243 1,771,816
Commercial checking accounts 104,772 77,159
- -------------------------------------------------------------------------------------------
Total transaction accounts 3,996,253 3,479,374
- -------------------------------------------------------------------------------------------
Certificates of Deposit:
7 -- 31 day certificates 12,689 14,746
32 -- 91 day certificates 44,681 30,884
92 -- 182 day certificates 349,400 219,942
183 day -- 12 month certificates 2,017,690 673,959
13 -- 29 month certificates 1,826,878 2,231,948
30 -- 41 month certificates 200,597 141,545
42 -- 47 month certificates 48,860 18,000
48 -- 120 month certificates 890,372 670,691
Mini jumbo certificates (1) 17,394 30,144
Jumbo certificates (1):
Maturing in:
3 months or less 1,098,677 1,197,139
Over 3 months to 6 months 219,383 281,679
Over 6 months to 12 months 196,177 116,846
Over 12 months 51,967 42,580
- -------------------------------------------------------------------------------------------
Total jumbo certificates 1,566,204 1,638,244
- -------------------------------------------------------------------------------------------
Total certificates of deposit (2) 6,974,765 5,670,103
Unamortized premium on deposits acquired through mergers -- 2,452
- -------------------------------------------------------------------------------------------
Total $10,971,018 $9,151,929
- -------------------------------------------------------------------------------------------
Weighted average interest rate at the end of the period 4.62% 4.79%
- -------------------------------------------------------------------------------------------
</TABLE>
(1) The jumbo certificate has a minimum balance requirement of $100,000, a term
of seven days to 120 months and a market rate of interest. The mini-jumbo
certificate has a minimum balance requirement of $75,000, a term of 32 days
to 120 months and a market rate of interest slightly less than the jumbo
certificate.
(2) Standard Federal has IRA and Keogh accounts included throughout the above
summary, which totaled $1,060,500,000 and $863,981,000 at December 31, 1996
and 1995, respectively.
66
<PAGE> 69
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
15. DEPOSITS -- CONTINUED
Interest expense on deposits (including the effect of interest rate
exchange agreements; see Note 18) is summarized as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
(In Thousands)
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
Fixed-term certificate accounts $362,812 $307,779 $202,668
Money market deposit accounts 78,747 79,716 82,199
Savings accounts 25,106 22,429 26,015
Checking accounts 9,422 8,125 8,470
- ----------------------------------------------------------------------------------------------------
Total $476,087 $418,049 $319,352
- ----------------------------------------------------------------------------------------------------
</TABLE>
Certificates of deposit are summarized by interest rates paid as follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
(In Thousands)
- -------------------------------------------------------------------------------------------
<S> <C> <C>
2.00% -- 2.99% $249 $1,628
3.00% -- 4.99% 434,511 807,723
5.00% -- 6.99% 6,300,860 4,544,354
7.00% -- 8.99% 171,908 209,285
9.00% -- 10.99% 67,227 107,100
11.00% -- 12.99% 11 13
- -------------------------------------------------------------------------------------------
Total $6,974,766 $5,670,103
- -------------------------------------------------------------------------------------------
</TABLE>
Scheduled maturities of certificates of deposit at December 31, 1996, are
summarized as follows:
<TABLE>
<CAPTION>
Over 1 Year Over 2 Years
Within 1 Year to 2 Years to 3 Years Over 3 Years Total
Time Deposits: (In Thousands)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
2.00% -- 2.99% $249 $-- $-- $-- $249
3.00% -- 4.99% 420,027 7,603 6,493 388 434,511
5.00% -- 6.99% 5,327,521 452,064 157,849 363,426 6,300,860
7.00% -- 8.99% 24,053 34,096 52,676 61,083 171,908
9.00% -- 10.99% 15,932 2,537 48,668 90 67,227
11.00% -- 12.99% -- -- -- 11 11
- ---------------------------------------------------------------------------------------------------------------------
Total $5,787,782 $496,300 $265,686 $424,998 $6,974,766
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
67
<PAGE> 70
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
15. DEPOSITS -- CONTINUED
Average balances and weighted average rates for the various deposit types,
for the year ended December 31, 1996, are summarized as follows:
<TABLE>
<CAPTION>
Weighted
Average Average
Balance Rate
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Savings accounts $1,041,411 2.23%
NOW and money market checking accounts 723,150 2.01
Money market deposit accounts 1,913,423 4.11
Commercial checking accounts 90,146 --
Certificates of Deposit 6,442,962 5.59
- ------------------------------------------------------------------------------------------
Total $10,211,092 4.66%
- ------------------------------------------------------------------------------------------
</TABLE>
16. FEDERAL HOME LOAN BANK ADVANCES AND OTHER LONG-TERM BORROWINGS
Scheduled maturities and weighted average contractual interest rates of FHLB
advances are summarized as follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
- -------------------------------------------------------------------------------------------------------------------
Weighted Weighted
Average Average
Contractual Contractual
Rate Amount Rate Amount
(In Thousands)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Within 1 year 5.22% $312,985 6.12% $902,170
Over 1 year to 2 years 5.78 775,463 4.87 202,946
Over 2 years to 3 years 6.15 738,486 5.77 825,205
Over 3 years to 4 years 5.87 14,996 6.18 13,481
Over 4 years 5.45 11,044 5.87 14,995
- ------------------------------------------------------------------------------------------------------------------
Total 5.83% $1,852,974 5.84% $1,958,797
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
At December 31, 1996, the portfolio of FHLB advances included $357,707,000
($757,185,000 at December 31, 1995) of putable medium-term borrowings.
Contractually, the Company may, at its option and without prepayment penalty,
repay such advances on the first anniversary date of each borrowing or semi-
annually thereafter until maturity.
The weighted average interest rate paid on FHLB advances, presented on a
bond equivalent basis was 5.91% and 5.95% at December 31, 1996 and 1995,
respectively.
At December 31, 1996 and 1995, the Company's FHLB stock and certain real
estate loans were pledged as collateral for FHLB advances and other long-term
borrowings.
On July 17, 1996 the Company issued $100,000,000 of 7.75% fixed-rate
subordinated notes due on July 17, 2006.
68
<PAGE> 71
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
16. FEDERAL HOME LOAN BANK ADVANCES AND OTHER LONG-TERM BORROWINGS -- CONTINUED
Scheduled maturities and weighted average contractual interest rates of
other long-term borrowings (i.e., medium-term subordinated notes at December 31,
1996 and mortgage-backed bonds at December 31, 1995) are summarized as follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
- ------------------------------------------------------------------------------------------------------------------
Contractual Contractual
Rate Amount Rate Amount
(In Thousands)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Total due within 1 year -- $-- 8.65% $15,000
Over 4 years 7.75% 98,631 -- --
- ------------------------------------------------------------------------------------------------------------------
Total 7.75% $98,631 8.65% $15,000
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
17. FEDERAL FUNDS PURCHASED AND REVERSE REPURCHASE AGREEMENTS
Federal funds purchased and reverse repurchase agreements are summarized as
follows:
<TABLE>
<CAPTION>
December 31,
1996 1995 1994
(In Thousands)
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
Federal funds purchased $-- $25,000 $--
Reverse repurchase agreements backed by MBS, with carrying
values (including accrued interest) of $1,469,107,
$896,662 and $849,888 and market values of $1,456,631,
$914,522 and $820,593 at December 31, 1996, 1995, and
1994, respectively 1,366,253 819,420 751,463
- --------------------------------------------------------------------------------------------------------
Total $1,366,253 $844,420 $751,463
- --------------------------------------------------------------------------------------------------------
Maximum amount at any month end $1,395,746 $1,161,116 $775,932
- --------------------------------------------------------------------------------------------------------
Average amount $1,015,742 $910,670 $492,541
- --------------------------------------------------------------------------------------------------------
Weighted average interest rate during the period 6.33% 6.72% 4.80%
- --------------------------------------------------------------------------------------------------------
Weighted average interest rate at the end of the period (1) 6.08% 6.76% 5.53%
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) The weighted average interest rate is presented on a bond equivalent basis.
At December 31, 1996, 1995, and 1994, securities sold under agreements to
repurchase had a maximum maturity of 20, 32 and seven months, respectively. The
securities underlying the agreements were delivered to the dealers who arranged
the transactions and were held in safekeeping on the Company's behalf.
Securities sold under agreements to repurchase were for the delivery of
identical securities.
69
<PAGE> 72
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
18. INTEREST RATE EXCHANGE AGREEMENTS
The Company utilizes interest rate exchange agreements ("swaps") to hedge
interest rate risk. Terms of the swap agreements outstanding are summarized as
follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
(In Thousands)
<S> <C> <C>
- --------------------------------------------------------------------------------------------------
Notional principal amount $10,000 $118,500
- --------------------------------------------------------------------------------------------------
Weighted average fixed-rate payable 12.81% 8.55%
- --------------------------------------------------------------------------------------------------
Weighted average adjustable-rate receivable 5.63% 5.25%
- --------------------------------------------------------------------------------------------------
Range of remaining years 11 MONTHS 2 months to 2 years
- --------------------------------------------------------------------------------------------------
Weighted average term to maturity 11 MONTHS 0.4 years
- --------------------------------------------------------------------------------------------------
</TABLE>
The Company is exposed to credit loss in the event of nonperformance by the
counterparties to the swaps, primarily if the Company is in a net accrued
interest receivable position at the time of default by the counterparties.
However, at December 31, 1996, the Company was in a net accrued interest payable
position. In addition, the Company does not anticipate nonperformance by the
counterparties. Notional principal amounts are often used to express the volume
of these transactions, but the amounts potentially subject to credit risk are
much smaller.
Net interest expense related to the swaps is included with the interest
expense of deposits, with which the transactions were matched, in the
Consolidated Statements of Income. The net pretax expense associated with the
swaps totaled $1,322,000, $10,107,000 and $24,181,000 for the years ended
December 31, 1996, 1995 and 1994, respectively. At December 31, 1996 and 1995,
certain MBS were pledged as collateral for the Company's obligations under the
swap agreements. Generally, all of the agreements have been arranged through
primary dealers.
19. INCOME TAXES
Recently enacted federal legislation has amended the sections of the Internal
Revenue Code relating to deductions for bad debts by thrift institutions. This
legislation generally requires thrifts to recapture into income over a six-year
period only the portion of their bad debt reserves that exceeds reserves
existing before 1988. If the Company meets a "residential loan requirement" for
a tax year beginning in 1996 or 1997, the recapture of the reserves will be
suspended for such tax year. Thus, recapture can potentially be deferred for up
to two years. The Company's post-1987 reserves would result in recapture of
approximately $27,048,000. Under existing generally accepted accounting
principles, the Company has consistently accrued a liability for the post-1987
reserves. Thus, recapture of the post-1987 bad debt reserves will not materially
impact the Company's financial condition or its results of operations.
In accordance with this legislation, the Company's pre-1988 reserves are
frozen, not forgiven. Certain events will still trigger a recapture of these
reserves. For example, while the pre-1988 reserves will not be recaptured if the
Company converts to a bank charter or is merged into a bank, they will be
recaptured if the Company ceases to qualify as a bank for federal income tax
purposes. The pre-1988 reserves also remain subject to income tax penalty
provisions which, in general, require recapture upon certain stock redemptions
of, and excess distributions to, shareholders. In the unlikely circumstances one
of the above events occur, and the pre-1988 bad debt reserve would have to be
recaptured the tax impact would be approximately $52,149,000.
70
<PAGE> 73
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
19. INCOME TAXES -- CONTINUED
The following is a summary of the provision for federal income tax expense:
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
(In Thousands)
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
Current provision $34,161 $64,324 $57,310
Deferred provision 21,239 4,376 10,290
- -------------------------------------------------------------------------------------------------
Total $55,400 $68,700 $67,600
- -------------------------------------------------------------------------------------------------
</TABLE>
The Company's effective tax rates differ from the statutory federal tax
rates. The following is a summary of such differences:
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
(In Thousands)
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
Provision at statutory federal income tax rate $38,343 $65,870 $65,311
Increase (Decrease) resulting from:
Amortization of cost in excess of fair value of net assets
acquired 18,642 3,957 3,765
Other, net (1,585) (1,127) (1,476)
- -------------------------------------------------------------------------------------------------
Provision at effective federal income tax rate $55,400 $68,700 $67,600
- -------------------------------------------------------------------------------------------------
</TABLE>
Deferred income tax assets and liabilities for 1996 reflect the impact of
temporary differences between amounts of assets and liabilities for financial
reporting purposes and the bases of such assets and liabilities as measured by
enacted tax laws and regulations. The following is a summary of deferred income
tax assets and liabilities.
<TABLE>
<CAPTION>
December 31,
1996 1995
(In Thousands)
<S> <C> <C>
- ------------------------------------------------------------------------------------
Deferred tax assets:
Deferred fees $6,867 $7,389
Mark-to-market adjustments on earning assets -- 12,759
Bad debt reserve 15,995 21,837
Other 16,096 5,103
- ------------------------------------------------------------------------------------
Total $38,958 $47,088
- ------------------------------------------------------------------------------------
Deferred tax liabilities:
Deferred fees $9,147 $9,849
Depreciation 8,098 6,992
Mark-to-market adjustments on earning assets 6,984 11,159
Bad debt reserve 27,048 25,109
Mortgage loan servicing rights 24,523 21,575
Purchase accounting valuation adjustments 14,738 17,398
Other 4,689 6,197
- ------------------------------------------------------------------------------------
Total $95,227 $98,279
- ------------------------------------------------------------------------------------
</TABLE>
The Company and its consolidated subsidiaries is currently at the appeals
level for the IRS examination of the consolidated federal income tax returns for
the years ended December 31, 1990 through 1992. The final
71
<PAGE> 74
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
19. INCOME TAXES -- CONTINUED
determination of tax liability for these taxable years has not been completed.
In the opinion of Management, any such final determination or examination of
still open returns, including returns of subsidiaries and predecessors of, or
entities merged into, the Company, would not result in a deficiency which could
have a material adverse effect on the financial condition or results of
operations of the Company and its consolidated subsidiaries.
20. EMPLOYEES' RETIREMENT BENEFITS
The Company has a non-contributory, defined-benefit pension plan (the "Plan")
covering substantially all of its full-time employees. An employee has a vested
right in a retirement benefit after having completed at least five years of
service with the Company or upon attaining the normal retirement age of 65. The
normal retirement benefit formula provides for an annual allowance equal to 2%
of the employee's highest five-year average earnings multiplied by the number of
years of credited service (up to a maximum of 40 years).
The following tables set forth the Plan's funded status at December 31,
1996 and 1995, using a September 30, 1996 measurement date, and pension cost
components for the years ended December 31, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
December 31,
1996 1995
ACTUARIAL PRESENT VALUE OF BENEFIT OBLIGATIONS: (In Thousands)
- --------------------------------------------------------------------------------------
<S> <C> <C>
Accumulated benefit obligation, including vested benefits of
$60,575 and $50,667, respectively ($65,358) ($52,537)
- --------------------------------------------------------------------------------------
Projected benefit obligation for services rendered to date ($85,035) ($69,824)
Plan assets, primarily listed stocks and U.S. bonds, at fair
value 96,910 81,536
- --------------------------------------------------------------------------------------
Funded status -- Plan assets in excess of projected benefit
obligation 11,875 11,712
Unrecognized net gain (6,926) (2,075)
Prior service cost not yet recognized in net periodic
pension cost (329) (365)
Unrecognized net asset at January 1, 1986, being recognized
over approximately 15 years (144) (176)
- --------------------------------------------------------------------------------------
Prepaid pension costs included in the Consolidated
Statements of Financial Condition $4,476 $9,096
- --------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
COMPONENTS OF NET PENSION COST: (In Thousands)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost -- benefits earned during the period $4,360 $2,940 $3,406
Interest cost on the projected benefit obligation 5,612 4,777 4,464
Actual return on Plan assets (10,716) (14,802) (894)
Net amortization (deferral) of cost components 3,285 8,893 (4,862)
- --------------------------------------------------------------------------------------------------
Net periodic pension cost $2,541 $1,808 $2,114
- --------------------------------------------------------------------------------------------------
</TABLE>
The following assumptions were used in determining the actuarial present
value of the projected benefit obligations:
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Weighted average discount rate 8.00% 7.75% 8.50%
Weighted average rate of increase in future compensation
levels 5.00 5.00 5.00
Expected long-term rate of return on assets 9.00 9.00 9.00
- -----------------------------------------------------------------------------------------------
</TABLE>
72
<PAGE> 75
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
20. EMPLOYEES' RETIREMENT BENEFITS -- (CONTINUED)
The Company has a nonqualified pension plan: the Excess Benefit and
Supplemental Executive Retirement Plan (the "Supplemental Plan"). This plan is
designed to provide benefits to employees whose pensions from the Company's
qualified retirement plan are limited by Section 415 and Section 401(A)(17) of
the tax code. Benefits under the Supplement Plan vest and become payable in
accordance with the terms of the Company's qualified retirement plan.
The following tables set forth the Supplemental Plan's funded status at
December 31, 1996 and 1995, using a September 30, 1996 measurement date, and
pension cost components for the years ended December 31, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
December 31,
1996 1995
ACTUARIAL PRESENT VALUE OF BENEFIT OBLIGATIONS: (In Thousands)
<S> <C> <C>
- --------------------------------------------------------------------------------------
Accumulated benefit obligation ($3,927) ($4,952)
- --------------------------------------------------------------------------------------
Funded status -- projected benefit obligation for services
rendered to date ($6,227) ($7,647)
Unrecognized net loss 26 443
Unrecognized net transition obligation -- 80
Prior service cost not yet recognized in net periodic
pension cost 1,492 2,048
Additional minimum liability -- (291)
- --------------------------------------------------------------------------------------
Accrued pension costs included in the Consolidated
Statements of Financial Condition ($4,709) ($5,367)
- --------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
COMPONENTS OF NET PENSION COST: (In Thousands)
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
Service cost -- benefits earned during the period $263 $273 $256
Interest cost on the projected benefit obligation 448 448 368
Net amortization of cost components 734 587 627
- ----------------------------------------------------------------------------------------------
Net periodic pension cost $1,445 $1,308 $1,251
- ----------------------------------------------------------------------------------------------
</TABLE>
The following assumptions were used in determining the actuarial present
value of the projected benefit obligations:
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
(In Thousands)
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
Weighted average discount rate 7.00% 7.00% 7.00%
Weighted average rate of increase in future compensation
levels 6.00% 6.00% 6.00%
- ----------------------------------------------------------------------------------------------
</TABLE>
The Company has a Savings and Investment Plan that is a tax-qualified,
defined-contribution, profit-sharing plan under Section 401(a) and 401(k) of the
Internal Revenue Code. Under the savings plan, an eligible employee may defer up
to 18% of current year's compensation up to a maximum of $9,500. The Company
currently provides a matching contribution up to a maximum 1% of such employee's
annual compensation. The Company's contributions vest at a rate such that an
employee is fully vested after five years of service. The Company's
contributions to the plan in 1996, 1995 and 1994 were $520,000, $398,000 and
$396,000, respectively.
73
<PAGE> 76
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
20. EMPLOYEES' RETIREMENT BENEFITS -- (CONTINUED)
The Company currently provides both health care, net of Medicare benefits,
and life insurance benefits to its retirees, although it is not contractually
obligated to do so. An employee will receive certain benefits based on years of
service and age upon retirement. Current retirees are generally required to make
a slight contribution to maintain their benefits.
The following tables set forth the postretirement benefit obligation at
December 31, 1996 and 1995, using a September 30, 1996 measurement date, and the
postretirement benefit cost components for the years ended December 31, 1996,
1995 and 1994.
<TABLE>
<CAPTION>
December 31,
1996 1995
ACCUMULATED POSTRETIREMENT BENEFIT OBLIGATIONS: (In Thousands)
<S> <C> <C>
- --------------------------------------------------------------------------------------
Fully eligible active participants ($779) ($704)
Other active participants (3,197) (2,868)
Retired participants (9,075) (6,921)
- --------------------------------------------------------------------------------------
Total ($13,051) ($10,493)
- --------------------------------------------------------------------------------------
Unfunded status -- accumulated postretirement benefit
obligation ($13,051) ($10,493)
Unrecognized net gain (3,891) (3,372)
Unrecognized prior service cost 114 122
Unrecognized net transition obligation at January 1, 1993
being recognized over approximately 20 years 7,630 8,525
- --------------------------------------------------------------------------------------
Accumulated postretirement benefit obligation included
in the Consolidated Statements of Financial Condition ($9,198) ($5,218)
- --------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
COMPONENTS OF POSTRETIREMENT BENEFIT COST: (In Thousands)
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
Service cost -- benefits earned during the period $251 $202 $242
Interest cost on the projected benefit obligation 933 1,014 913
Net amortization of cost components 328 381 510
- ----------------------------------------------------------------------------------------------
Net periodic postretirement benefit cost $1,512 $1,597 $1,665
- ----------------------------------------------------------------------------------------------
</TABLE>
The following weighted average discount rates were used in determining the
actuarial present value of the projected postretirement benefit obligation:
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------
Weighted average discount rate 8.00% 7.75% 8.50%
- -----------------------------------------------------------------------------------------
</TABLE>
74
<PAGE> 77
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
20. EMPLOYEES' RETIREMENT BENEFITS -- (CONTINUED)
The following assumptions were used, or will be used, in determining the
actuarial present value of the projected postretirement benefit obligation:
<TABLE>
<CAPTION>
Year Ended December 31,
1997 1996 1995
<S> <C> <C> <C>
HEALTH CARE TREND RATES:
- ---------------------------------------------------------------------------------------------
Current:
Employees under age 65 8.82% 9.41% 11.70%
Employees over age 65 7.32 7.67 8.50
Ultimate rate in 2003
Employees under age 65 5.50 5.25 6.50
Employees over age 65 5.50 5.25 6.50
- ---------------------------------------------------------------------------------------------
</TABLE>
Beginning January 1, 1994, the Company instituted a ceiling on the level of
future retiree medical benefits that the Company would provide at 125% of 1993
premiums. A 1% increase in the health care trend rate assumptions would increase
the December 31, 1996, accumulated postretirement benefit obligation and the
aggregate of the 1996 service and interest cost components of net periodic
postretirement benefit cost by 4.72% and 4.13%, respectively.
21. COMMITMENTS AND CONTINGENCIES
The Company is involved in certain lawsuits incidental to its operations. After
review with its legal counsel, Management is of the opinion that the disposition
of such litigation will not have a material effect on the Company's financial
condition.
On July 25, 1995, the Company filed a claim in the United States Court of
Claims to recover damages as a result of the enactment of the Financial
Institutions Reform, Recovery, and Enforcement Act of 1989 ("FIRREA"). Under
FIRREA, the Company was forced to accelerate the rate of exclusion from
qualifying regulatory capital of approximately $120,500,000 of supervisory
goodwill arising out of the acquisition of seven troubled savings and loan
associations from 1980 through 1983. During July 1996, the Supreme Court of the
United States ruled in favor of a California thrift in its claim to recover
funds lost as a result of FIRREA. The Supreme Court held that FIRREA nullified
contracts with the thrift by changing accounting rules and that this
legislation, therefore, violated the U.S. Constitution. At this time the Company
is unable to predict the likelihood of ultimate success in its claim, nor can it
estimate the timeframe or range of potential recovery.
In addition, the Company is the lessee under various operating agreements
covering certain offices and equipment extending to the year 2103. For the years
ended December 31, 1996, 1995 and 1994, rent expense was $4,069,000, $3,382,000
and $3,161,000, respectively.
Minimum rentals under non-cancelable leases are summarized as follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
FUTURE LEASE EXPENSE: (In Thousands)
<S> <C> <C>
- ------------------------------------------------------------------------------------
Within 1 year $4,283 $3,002
Over 1 year to 2 years 3,784 2,348
Over 2 years to 3 years 3,388 1,630
Over 3 years to 4 years 2,529 1,474
Over 4 years to 5 years 2,268 1,255
Over 5 years 14,988 6,099
- ------------------------------------------------------------------------------------
Total $31,240 $15,808
- ------------------------------------------------------------------------------------
</TABLE>
75
<PAGE> 78
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
21. COMMITMENTS AND CONTINGENCIES -- CONTINUED
For a discussion of the Company's commercial and other standby letters of
credit and outstanding commitments at December 31, 1996, see the 11th and 12th
paragraphs of the Liquidity and Capital Resources Section of Management's
Discussion and Analysis (page 42). The information, discussing letters of credit
and commitments, in this Section is incorporated by reference into these Notes
to Consolidated Financial Statements.
22. STOCKHOLDERS' EQUITY AND REGULATORY MATTERS
At the time of the Bank's conversion to a federal stock savings bank in January
1987, The Bank established a liquidation account of $33,011,000. The liquidation
account is maintained for the benefit of eligible account holders who continued
to maintain their deposit accounts at the Bank after the conversion. The
liquidation account will be reduced annually to the extent that eligible account
holders have reduced their qualifying deposits. Subsequent increases will not
restore an eligible account holder's interest in the liquidation account. Only
in the unlikely event of a complete liquidation of the Company would each
eligible account holder be entitled to receive a distribution from the
liquidation account in an amount proportionate to the current adjusted
qualifying balances for accounts then held. At December 31, 1996, the balance of
the liquidation account had been reduced to $3,661,000. As a result of the
Company's ten acquisitions consummated during 1988 through 1996, the Company has
assumed these merged institutions' liquidation account contingent liabilities
which were established at the dates of each institution's conversion to a stock
association. The aggregate balance of these ten liquidation accounts declines
annually.
The Office of Thrift Supervision ("OTS") sets forth capital standards
applicable to all thrifts. Failure to meet minimum capital requirements can
initiate certain mandatory, and possibly additional discretionary, actions by
the OTS that, if undertaken, could have a direct material effect on the Bank's
financial statements. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the Bank must meet specific capital
guidelines that involve quantitative measures of the Bank's assets, liabilities
and certain off-balance sheet items as calculated under regulatory accounting
practices. The Bank's capital amounts and classification are also subject to
qualitative judgements by the OTS about components, risk weightings, and other
factors. These capital requirements include a core capital requirement, a
tangible capital requirement and a risk-based capital requirement.
76
<PAGE> 79
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
22. STOCKHOLDERS' EQUITY AND REGULATORY MATTERS -- CONTINUED
The following tables presents the Bank's position relative to the three
capital requirements. The Bank exceeded all of the requirements at both December
31, 1996 and 1995.
<TABLE>
<CAPTION>
STATED REQUIRED
CAPITAL CAPITAL EXCESS
STATED AS A % OF REQUIRED AS A % OF EXCESS CAPITAL
SUMMARY OF CAPITAL REQUIREMENTS CAPITAL ASSETS (1) CAPITAL ASSETS (1) CAPITAL PERCENTAGE
DECEMBER 31, 1996 (IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Total stockholders' equity $975,468 6.24%
Adjustments for tangible, core and
total capital:
Goodwill, net of deferred tax
liability on core deposit premium (137,774)
Core deposit premium (15,209)
Valuation adjustment for mortgage
servicing rights (13,045)
Unrealized net gain on MBS available
for sale (12,786)
Investments in non-includable
subsidiaries (2,550)
- ---------------------------------------------------------------------------------------------------------------
Total tangible capital $794,104 5.13% $231,777 1.50% $562,327 3.63%
- ---------------------------------------------------------------------------------------------------------------
Qualifying core deposit premium 15,209
- ---------------------------------------------------------------------------------------------------------------
Total core capital (Tier I
capital) $809,313 5.23% $464,009 3.00% $345,304 2.23%
- ---------------------------------------------------------------------------------------------------------------
General allowances for loan losses 44,069
- ---------------------------------------------------------------------------------------------------------------
Total capital (risk-based) $853,382 10.89% $626,926 8.00% $226,456 2.89%
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The regulatory capital requirements are calculated as a percentage of
adjusted assets, as defined by OTS regulation.
77
<PAGE> 80
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
22. STOCKHOLDERS' EQUITY AND REGULATORY MATTERS -- CONTINUED
<TABLE>
<CAPTION>
Stated Required
Capital Capital Excess
Stated As a % of Required As a % of Excess Capital
Capital Assets (1) Capital Assets (1) Capital Percentage
<S> <C> <C> <C> <C> <C> <C>
SUMMARY OF CAPITAL REQUIREMENTS
DECEMBER 31, 1995 (In Thousands)
- ------------------------------------------------------------------------------------------------------------------
Total stockholders' equity $906,932 6.84%
Adjustments for tangible, core and
total capital:
Goodwill, net of deferred tax
liability on core deposit
premium (110,772)
Core deposit premium (19,882)
Valuation adjustment for mortgage
servicing rights (9,343)
Unrealized net gain on MBS
available for sale (20,724)
Investments in non-includable
subsidiaries (3,529)
- ------------------------------------------------------------------------------------------------------------------
Total tangible capital $742,682 5.67% $196,378 1.50% $546,304 4.17%
- ------------------------------------------------------------------------------------------------------------------
Qualifying core deposit premium 19,882
- ------------------------------------------------------------------------------------------------------------------
Total core capital (Tier 1
capital) $762,564 5.82% $393,353 3.00% $369,211 2.82%
- ------------------------------------------------------------------------------------------------------------------
General allowances for loan losses 32,888
- ------------------------------------------------------------------------------------------------------------------
Total capital (risk-based) $795,452 12.53% $507,831 8.00% $287,621 4.53%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The regulatory capital requirements are calculated as a percentage of
adjusted assets, as defined by OTS regulation.
The various federal banking agencies have formally implemented the Prompt
Corrective Action ("PCA") provisions contained in the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"). The specified capital categories
and management's calculations of the Bank's ratios at December 31, 1996, are
summarized as follows:
<TABLE>
<CAPTION>
Tangible Total Tier 1 Tier 1
Capital Risk-based Risk-based Leverage
Capital Category: Ratio Ratio Ratio (1) Ratio
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Well-capitalized N/A >10% >6% >5%
- - -
Adequately capitalized N/A >8% >4% >4%
- - -
Undercapitalized N/A <8% <4% <4%
Significantly undercapitalized N/A <6% <3% <3%
Critically undercapitalized >2% N/A N/A N/A
-
- ---------------------------------------------------------------------------------------------------------------
STANDARD FEDERAL BANK AT DECEMBER 31, 1996:
- ---------------------------------------------------------------------------------------------------------------
Stated capital (in thousands) $794,104 $853,382 $809,313 $809,313
As a percentage of adjusted assets 5.13% 10.89% 10.39% 5.23%
- ---------------------------------------------------------------------------------------------------------------
STANDARD FEDERAL BANK AT DECEMBER 31, 1995:
- ---------------------------------------------------------------------------------------------------------------
Stated capital (in thousands) $742,682 $795,452 $762,564 $762,564
As a percentage of adjusted assets 5.67% 12.53% 12.08% 5.82%
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Tier 1 Risk-based ratio is defined as total core capital (Tier 1
capital) divided by risk-adjusted assets minus general allowances for
losses.
78
<PAGE> 81
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
22. STOCKHOLDERS' EQUITY AND REGULATORY MATTERS -- CONTINUED
Notwithstanding the above ratios, the OTS may deem a financial institution
to be classified one category lower than the above guidelines would otherwise
indicate. The Bank was categorized for purposes of PCA as a well-capitalized
institution by the OTS as of their completion of the Bank's 1996 and 1995 Safety
and Soundness Examinations. There are no conditions or events since the last
notification that the Bank's management believes have changed the Bank's
category.
As a function of its regulatory oversight efforts, the OTS has also defined
an interest rate risk ("IRR") component. Initially proposed as an additional
component of risk-based capital requirements, it is now being used by the OTS
only as a supervisory tool. The results derived from the OTS' IRR model indicate
that the Bank was exposed to IRR at a level higher than the regulatory
benchmark. The Bank's December 31, 1996 IRR component was $80,267,000; such
amount equaling the Bank's IRR component as of September 30, 1996, the most
recent date for which data is available. Because the Bank had $226,456,000 of
excess risk-based capital as of December 31, 1996, management does not expect
this IRR component to either affect the Bank's continued compliance with
applicable regulatory capital requirements, or to result in any increased
regulatory oversight.
The Bank is precluded under current regulations of the OTS from declaring
or paying a cash dividend or repurchasing any of its common stock if either of
such actions would reduce the Bank's core, tangible or risk-based capital levels
below its liquidation account balance or any of the three current minimum
regulatory capital requirements discussed previously. The Bank is authorized to
make capital distributions during a calendar year up to the higher of: 1) 100%
of its net income to date during the calendar year, plus the amount that would
reduce by one-half its surplus capital ratio at the beginning of the calendar
year; or 2) 75% of its net income over the most recent four-quarter period.
During the first quarter of 1995 the Company obtained authorization from
the OTS to repurchase up to 5% of its outstanding common stock. To date, the
Company has repurchased 921,927 shares of common stock for a weighted average
price of $37.51 per share.
23. STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND SHAREHOLDER VALUE UNITS
The Company adopted an Employee Stock Option and Appreciation Rights Plan (the
"Plan") in January 1987. Pursuant to the 1987 Plan, a maximum of 3,041,750
shares of common stock were available for purchase by certain full-time,
salaried employees of Standard Federal ("Participants") through stock options,
or could have been transferred, or paid in equivalent cash, to Participants
pursuant to stock appreciation rights ("SARs") granted under the Plan. During
1995, stockholders of the Company approved the 1995 Stock Option and Shareholder
Value Plan (the "1995 Plan"). The 1995 Plan authorized an additional 1,575,000
option shares to be granted to Participants. The option price of any options
granted may not be less than the fair market value of the common stock on the
date of grant. Generally, the options that were granted are exercisable
beginning on the date of grant and expire at the earlier of retirement or ten
years from such date. No options to purchase shares of common stock were granted
to Participants in 1996.
SARs may be granted in connection with any or all of the options that may
be granted subject to certain conditions and limitations imposed by the
Company's Compensation, Organization and Stock Option Committee. The exercise of
a SAR will entitle the Participant to payment from the Company of an amount
equal to the difference between the fair market value of those shares of common
stock subject to the SAR on the date of exercise and the fair market value of
such shares on the date the SAR was originally granted. This payment may be made
in cash, in shares or partly in each. To date no SARs have been granted.
In October 1995, FASB issued its Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). This
Statement establishes optional financial accounting and reporting standards for
stock-based employee compensation plans. SFAS 123 is required to be implemented
for financial statements for fiscal years beginning after December 15, 1995. The
Company implemented SFAS 123 during 1995. The Company will retain its current
accounting method for its stock-based employee compensation
79
<PAGE> 82
Notes to Consolidated Financial Statements Standard Federal Bancorporation,
Inc.
23. STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND SHAREHOLDER VALUE UNITS --
CONTINUED
plans. This Statement will only result in additional disclosures for the
Company, and as such, its adoption did not, nor is expected to have, a material
impact on the Company's financial condition nor results of its operations.
The following summarizes stock option transactions:
<TABLE>
<CAPTION>
Weighted
Average
Grant/ Exercise
Number Exercise Price
of Shares Price Range
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance, December 31, 1993 1,675,707 $13.27 $5.06 - $28.19
Granted 229,600 23.62 23.62
Exercised (184,707) 7.52 5.06 - 24.12
Forfeited (4,900) 27.53 24.12 - 28.19
- --------------------------------------------------------------------------------------------------------------
Balance, December 31, 1994 1,715,700 15.24 5.06 - 28.19
Granted 277,000 38.38 38.38
Exercised (211,975) 14.63 5.06 - 28.19
Forfeited (7,600) 26.94 23.62 - 28.19
- --------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995 1,773,125 18.88 5.06 - 38.38
Exercised (1,180,550) 17.39 5.06 - 38.38
Forfeited (2,100) 27.61 24.12 - 28.19
- --------------------------------------------------------------------------------------------------------------
Balance, December 31, 1996 590,475 $21.81 $5.06 - $38.38
- --------------------------------------------------------------------------------------------------------------
Shares available for future grants, December 31, 1996 1,535,750
- --------------------------------------------------------------------------------------------------------------
</TABLE>
The following summarizes stock options outstanding:
<TABLE>
<CAPTION>
Range of Exercise Prices
------------------------------------------- Total Options
Stock Options Outstanding at December 31, 1996 $5.06 to $9.00 $14.94 to $28.19 $38.38 Outstanding
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Number of shares 192,750 261,950 135,775 590,475
Weighted average exercise price $7.46 $23.79 $38.38 $21.81
Weighted average remaining contractual life (in
years) 1.9 6.7 9.0 5.7
- -------------------------------------------------------------------------------------------------------------
</TABLE>
The Compensation Committee is authorized to award shareholder value units
("SVUs") to Participants under the 1995 Plan. An SVU represents a payment that
would be made to a Participant if the Company's common stock performs favorably
over a three-year period, compared to the performance of certain other selected
stock indices. Due to the pending ABN AMRO North America, Inc. ("ABN AMRO")
merger (see Note 29), the Board of Directors voted to terminate the SVU Plan
during 1996. Most of the Participants of the SVU Plan received a payout for the
SVUs that they held. The remaining Participants will receive their payout in
early 1997.
80
<PAGE> 83
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
23. STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND SHAREHOLDER VALUE UNITS --
CONTINUED
The following summarizes SVU transactions:
<TABLE>
<CAPTION>
Value of SVU
Number at date of Value of SVU at
of SVU Redemption December 31, 1996
(In Thousands)
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
Granted during 1995 1,320
Redemptions due to retirements in 1996 (54) $ 37
Payment of awards due to dissolution of plan (594) $739
- ------------------------------------------------------------------------------------------------------------
Balance held at December 31, 1996 672 $847
- ------------------------------------------------------------------------------------------------------------
</TABLE>
The Company did not recognize compensation expense when issuing stock
options during the years ended December 31, 1995 and 1994. The Company did not
grant options during the year ended December 31, 1996 and therefore did not need
to recognize additional compensation expense. The following summarizes the
proforma net income and earnings per share if the fair value method of
accounting for stock-based compensation plans had been utilized:
<TABLE>
<CAPTION>
For the Year Ended
December 31,
(In Thousands, Except Per Share Data) 1996 1995 1994
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Current net income $54,150 $119,501 $119,003
Proforma net income $54,150 $116,375 $117,277
Current earnings per share $1.69 $3.70 $3.70
Proforma earnings per share $1.69 $3.60 $3.65
- -------------------------------------------------------------------------------------------------------
</TABLE>
The fair value of the stock option grants, for the years ended December 31,
1995 and 1994, were estimated using the Binomial Options Pricing Method and the
following assumptions:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
- -------------------------------------------------------------------------------------------
Dividend yield 1.77% 2.58%
Expected volatility 32.56% 38.09%
Risk-free interest rate 5.58% 7.84%
Expected life 10 years 10 years
- -------------------------------------------------------------------------------------------
</TABLE>
24. SHARE PURCHASE RIGHTS PLAN
In connection with the 1995 reorganization of Standard Federal Bank into a
holding company structure, in February 1995, the Board of Directors of the
Company declared a dividend of one Share Purchase Right (the "Rights") for each
share of the Company's common stock issued after February 16, 1995. Among other
things, each Right entitles the holder to purchase 1/100 of a share of a new
series of preferred stock at an initial exercise price of $45 per share. Each
1/100 of a share of the new preferred stock has terms designed to make it the
economic equivalent of one share of common stock.
Subject to certain exceptions, the Rights will be exercisable only if a
person or group of persons acquires 20% or more of the Company's common stock,
announces a tender offer, the consummation of which would result in ownership by
a person or group of 20% or more of the common stock, or if the Board determines
that a person or group of persons holding no less than 15% is an Adverse Person,
as defined in the share purchase rights plan.
81
<PAGE> 84
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
24. SHARE PURCHASE RIGHTS PLAN -- CONTINUED
Upon the acquisition by a person or group of persons of 20% or more of the
Company's common stock, the determination of the existence of an Adverse Person
by the Board of Directors, or upon the occurrence of any one of a number of
certain other events, all holders of Rights, except the acquiring person, would
be entitled to purchase the Company's common stock at 50% of the market price.
If the Company is acquired in a merger or business combination, each holder of a
Right would be entitled to purchase common stock of the acquiring person at a
similar discount. The Rights are redeemable for $0.01 per Right under certain
conditions and expire on October 12, 1999.
On November 22, 1996, ABN AMRO and the Company announced that they had
executed a definitive merger agreement, whereby ABN AMRO will purchase all of
the outstanding shares of the Company. The Company has scheduled a Special
Meeting of Stockholders to be held on April 17, 1997, wherein stockholders will
be asked to approve and adopt the proposed acquisition of the Company by ABN
AMRO. The Company's Board of Directors does not consider ABN AMRO to be an
Adverse Person, so this pending acquisition will not trigger the execution of
the entitlements under the Rights plan.
25. EARNINGS PER SHARE
The following table presents information necessary for the computation of
earnings per share, on both primary and fully diluted bases, for the years ended
December 31, 1996, 1995 and 1994.
Earnings per share are based on the weighted average number of common
shares outstanding during each period, including common stock equivalents.
Primary and fully diluted earnings per share are substantially equivalent due to
the insignificant impact of unexercised options granted under Standard Federal's
stock option plan.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1996 1995 1994
(IN THOUSANDS, EXCEPT
PRIMARY AND FULLY DILUTED EARNINGS PER SHARE: EARNINGS PER SHARE DATA)
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Net income applicable to common stock and common stock
equivalents $54,150 $119,501 $119,003
- -----------------------------------------------------------------------------------------------------
Average number of common shares outstanding 31,336 31,468 31,400
Common stock equivalents on stock options 782 827 804
- -----------------------------------------------------------------------------------------------------
Total 32,118 32,295 32,204
- -----------------------------------------------------------------------------------------------------
Primary earnings per share $1.69 $3.70 $3.70
- -----------------------------------------------------------------------------------------------------
Fully diluted earnings per share $1.69 $3.70 $3.70
- -----------------------------------------------------------------------------------------------------
</TABLE>
82
<PAGE> 85
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
26. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following tables set forth the fair value of the Company's financial and
nonfinancial instruments:
<TABLE>
<CAPTION>
Carrying Value Fair Value
DECEMBER 31, 1996 (iN Thousands)
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Financial instruments:
Assets:
Cash and short-term investments $173,932 $173,932
Investment securities held to maturity 475,762 476,472
Mortgage-backed securities available for sale 602,223 602,223
Mortgage-backed securities held to maturity 2,281,973 2,287,060
Loans receivable available for sale 940,485 941,274
Loans receivable 10,498,351 10,652,878
Accrued interest receivables 79,819 79,819
Excess loan servicing rights 3,163 7,875
Liabilities:
Deposits:
Demand deposits and savings accounts (3,996,252) (3,996,252)
Certificates of deposits (6,974,766) (7,011,479)
FHLB advances (1,852,974) (1,850,716)
Federal funds purchased and reverse repurchase
agreements (1,366,253) (1,368,283)
Medium-term subordinated notes (98,631) (101,508)
Accrued interest payable 39,665 39,665
Off-balance sheet items:
Loan servicing rights -- 25,018
Interest rate exchange agreements -- (594)
Commercial and other standby letters of credit -- 262
Nonfinancial instruments:
Mortgage loan servicing rights 130,448 141,518
- -------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Carrying Value Fair Value
DECEMBER 31, 1995 (In Thousands)
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Financial instruments:
Assets:
Cash and short-term investments $106,818 $106,818
Investment securities held to maturity 211,745 210,935
Mortgage-backed securities held for trading 224,843 224,843
Mortgage-backed securities available for sale 689,432 689,432
Mortgage-backed securities held to maturity 2,275,158 2,329,546
Loans receivable available for sale 902,816 909,533
Loans receivable 8,294,909 8,469,502
Accrued interest receivable 69,147 69,147
Excess loan servicing rights 4,124 7,705
Liabilities:
Deposits:
Demand deposits and savings accounts (3,479,374) (3,479,374)
Certificates of deposits (5,672,555) (5,721,350)
FHLB advances and other long-term borrowings (1,973,797) (1,983,901)
Federal funds purchased and reverse repurchase
agreements (844,420) (858,362)
Accrued interest payable 58,430 58,430
Off-balance sheet items:
Loan servicing rights -- 27,979
Interest rate exchange agreements -- (1,401)
Commercial and other standby letters of credit -- 268
Nonfinancial instruments:
Mortgage loan servicing rights 93,431 93,431
- -------------------------------------------------------------------------------------------------
</TABLE>
83
<PAGE> 86
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
26. FAIR VALUE OF FINANCIAL INSTRUMENTS -- CONTINUED
The following table sets forth the notional amounts of the off-balance
sheet items:
<TABLE>
<CAPTION>
Notional Amount
at December 31,
(In Thousands) 1996 1995
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Loan servicing rights $1,763,783 $2,320,000
Interest rate exchange agreements $10,000 $118,500
Commercial and other standby letters of credit $13,066 $7,260
- --------------------------------------------------------------------------------------------
</TABLE>
The carrying amount of cash and short-term investments approximates the
fair value. The fair value of loans receivable available for sale is based on
current market prices for securities backed by similar loans and includes the
fair value of optional and firm forward commitments, based on current levels of
interest rates versus the committed rates. The fair value of loans receivable
held in portfolio is based on current market prices for securities backed by
similar loans. Loan servicing rights, including those with excess servicing
rights, are valued based on the estimated discounted net cash flows to be
received less the estimated market cost of servicing. The fair values of
investments and mortgage-backed securities are based on quoted market prices, if
available. If a quoted market price is not available, fair value is estimated
using quoted market prices for similar securities.
The carrying amount of demand deposits and savings accounts approximates
the fair value. The fair value of certificates of deposit is estimated using the
rates currently offered for deposits of similar remaining terms. The Company has
not included a core deposit intangible valuation on its aggregate deposit
portfolio for either year presented. However, independently published
statistical information indicates that the 1996 deposit premiums for the
aggregate thrift industry merger activity approximated 6% of total deposits (6%
at December 31, 1995). The fair value of FHLB advances and other long-term
borrowings is estimated based on current rates for borrowings with similar
terms.
The fair value of interest rate exchange agreements is the difference in
the present value of future cash flows between the Company's existing agreements
and new, market-rate agreements which could have been entered into at December
31, 1996 and 1995, for the same duration. The fair value of retail loan
commitments is estimated based on current levels of interest rates versus the
committed interest rates. The fair value of commercial and other standby letters
of credit approximates the present value of the fees to be received over the
terms of the commitments.
Management uses its best judgement in estimating the fair value of
non-traded financial instruments but there are inherent limitations in any
estimation technique. For example, liquid markets do not exist for some
categories of loans held by the Company. By definition, the function of a
financial intermediary is, in large part, to provide liquidity where organized
markets do not exist. Therefore, the fair value estimates presented herein are
not necessarily indicative of the amounts which the Company could realize in a
current transaction.
The information presented is based on pertinent information available to
management as of December 31, 1996 and 1995. Although management is not aware of
any factors, other than changes in interest rates, that would significantly
affect the estimated fair values, the current estimated fair value of these
instruments may have changed significantly since that point in time.
84
<PAGE> 87
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
27. QUARTERLY FINANCIAL DATA
The following tables present summarized data for each of the four quarters in
the years ended December 31, 1996, 1995 and 1994:
<TABLE>
<CAPTION>
Fourth Third Second First
1996: (In Thousands, Except Earnings Per Share Data)
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
Net interest income $103,698 $101,928 $94,754 $88,126
Provision for losses (808) (1,042) (537) (605)
- -----------------------------------------------------------------------------------------------------------------
Net interest income after provision for losses 102,890 100,886 94,217 87,521
Other operating income 15,689 17,271 13,656 12,554
Net gains 5,311 2,762 5,853 5,681
Servicing rights valuation 1,000 594 200 --
Operating and administrative expenses (1) (66,467) (133,949) (59,911) (53,176)
- -----------------------------------------------------------------------------------------------------------------
Income (Loss) before (provision) benefit for federal
income taxes and the cumulative effect of a change in
accounting for goodwill 58,423 (12,436) 54,015 52,580
(Provision) Benefit for federal income taxes (21,100) 4,100 (19,000) (19,400)
- -----------------------------------------------------------------------------------------------------------------
Income (Loss) before the cumulative effect of a change
in accounting for goodwill 37,323 (8,336) 35,015 33,180
Cumulative effect of a change in accounting for goodwill -- -- -- (43,032)
- -----------------------------------------------------------------------------------------------------------------
Net income (loss) $37,323 ($8,336) $35,015 ($9,852)
- -----------------------------------------------------------------------------------------------------------------
Earnings per share:
Income (Loss) before the cumulative effect of a change
in accounting for goodwill $1.17 ($0.26) $1.09 $1.03
Cumulative effect of a change in accounting for
goodwill -- -- -- (1.34)
- -----------------------------------------------------------------------------------------------------------------
Net income (loss) $1.17 ($0.26) $1.09 ($0.31)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Included in the third quarter of 1996 operating and administrative expenses
is a one-time industry wide assessment, mandated by federal law, the
Company's portion of which totaled $43,752,000, or $1.37 per share, after
taxes, for the recapitalization of the Savings Association Insurance Fund of
the Federal Deposit Insurance Corporation.
<TABLE>
<CAPTION>
Fourth Third Second First
1995: (In Thousands, Except Earnings Per Share Data)
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
Net interest income $83,586 $80,729 $79,423 $78,746
(Provision for) Recovery of losses (740) (909) (680) 1,025
- -----------------------------------------------------------------------------------------------------------------
Net interest income after (provision for) recovery of
losses 82,846 79,820 78,743 79,771
Other operating income 12,063 10,914 13,624 14,338
Net gains (losses) 12,792 7,611 (1,279) 1,570
Servicing rights valuation (6,600) -- -- --
Operating and administrative expenses (51,556) (49,783) (46,348) (50,325)
- -----------------------------------------------------------------------------------------------------------------
Income before provision for federal income taxes 49,545 48,562 44,740 45,354
Provision for federal income taxes (18,350) (17,950) (16,100) (16,300)
- -----------------------------------------------------------------------------------------------------------------
Net income $31,195 $30,612 $28,640 $29,054
- -----------------------------------------------------------------------------------------------------------------
Earnings per share $0.97 $0.94 $0.89 $0.90
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
85
<PAGE> 88
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
27. QUARTERLY FINANCIAL DATA -- CONTINUED
<TABLE>
<CAPTION>
Fourth Third Second First
1994: (In Thousands, Except Earnings Per Share Data)
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
Net interest income $83,799 $84,260 $83,024 $79,564
(Provision for) Recovery of losses 895 (83) (493) (503)
- -----------------------------------------------------------------------------------------------------------------
Net interest income after (provision for) recovery of
losses 84,694 84,177 82,531 79,061
Other operating income 12,173 12,318 13,155 10,064
Net gains 115 1,603 1,834 3,405
Operating and administrative expenses (49,421) (50,249) (51,067) (47,790)
- -----------------------------------------------------------------------------------------------------------------
Income before provision for federal income taxes 47,561 47,849 46,453 44,740
Provision for federal income taxes (17,300) (17,600) (16,800) (15,900)
- -----------------------------------------------------------------------------------------------------------------
Net income $30,261 $30,249 $29,653 $28,840
- -----------------------------------------------------------------------------------------------------------------
Earnings per share $0.94 $0.94 $0.92 $0.90
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
28. HOLDING COMPANY FINANCIAL DATA
The following are unconsolidated financial statements for Standard Federal
Bancorporation, Inc. at, or for the year ended, December 31, 1996 and 1995.
Standard Federal Bank became a wholly owned subsidiary of Standard Federal
Bancorporation, Inc., a unitary thrift holding company, on May 1, 1995. In
conjunction with this reorganization, each outstanding share of $1 par value
Standard Federal Bank common stock was converted into one share of no par value
Standard Federal Bancorporation, Inc. common stock.
86
<PAGE> 89
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
28. HOLDING COMPANY FINANCIAL DATA -- CONTINUED
STATEMENT OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
December 31,
1996 1995
ASSETS: (In Thousands)
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Cash $22 $270
Securities purchased under resale agreements 13,400 8,700
Loan receivable -- subsidiary 55,000 --
Accrued interest receivable 253 9
Accounts receivable -- subsidiary 14,264 428
Investment in subsidiary 975,468 906,932
Federal income tax benefit 1,366 230
- ------------------------------------------------------------------------------------------
Total assets $1,059,773 $916,569
- ------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
- ------------------------------------------------------------------------------------------
Liabilities:
Medium-term subordinated notes $98,631 $--
Accrued interest payable 3,552 --
Accounts payable 746 306
Other 71 --
- ------------------------------------------------------------------------------------------
Total liabilities 103,000 306
- ------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Serial preferred stock, no par value per share; 50,000,000
shares authorized; none issued -- --
Common stock, no par value per share; 150,000,000 shares
authorized; 31,990,098 shares issued and outstanding at
December 31, 1996; 31,185,175 shares issued and
outstanding at December 31, 1995 250,637 231,884
Restricted stock (85) --
Retained earnings, partially restricted 693,435 663,655
Unrealized net income from subsidiary 12,786 20,724
- ------------------------------------------------------------------------------------------
Total stockholders' equity 956,773 916,263
- ------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $1,059,773 $916,569
- ------------------------------------------------------------------------------------------
</TABLE>
87
<PAGE> 90
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
28. HOLDING COMPANY FINANCIAL DATA -- CONTINUED
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
For the Year Ended
December 31,
1996 1995
(In Thousands)
<S> <C> <C>
- ---------------------------------------------------------------------------------------
NET INTEREST INCOME:
Interest income $1,458 $618
Interest expense 3,693 --
- ---------------------------------------------------------------------------------------
Net interest income (expense) (2,235) 618
- ---------------------------------------------------------------------------------------
OTHER INCOME:
Dividends received from subsidiary 18,129 36,279
- ---------------------------------------------------------------------------------------
Total income 15,894 36,897
- ---------------------------------------------------------------------------------------
EXPENSE:
Management fee paid 1,020 680
Other non-interest expense 518 599
- ---------------------------------------------------------------------------------------
Total expense 1,538 1,279
- ---------------------------------------------------------------------------------------
Income before benefit for federal income taxes and equity in
undistributed earnings of subsidiary 14,356 35,618
Benefit for federal income taxes (1,320) (230)
- ---------------------------------------------------------------------------------------
Income before equity in undistributed earnings of subsidiary 15,676 35,848
Equity in undistributed earnings of subsidiary 38,474 83,653
- ---------------------------------------------------------------------------------------
Net income $54,150 $119,501
- ---------------------------------------------------------------------------------------
</TABLE>
88
<PAGE> 91
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
28. HOLDING COMPANY FINANCIAL DATA -- CONTINUED
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Year Ended
December 31,
1996 1995
(In Thousands)
<S> <C> <C>
- ----------------------------------------------------------------------------------------
OPERATING ACTIVITIES:
Interest received on earning assets $1,402 $609
Interest paid on interest-bearing liabilities (97) --
Dividends received from subsidiary 18,129 36,279
Operating and administrative expenses (1,538) (1,279)
Federal income taxes paid (261) --
- ----------------------------------------------------------------------------------------
Net cash provided by operating activities 17,635 35,609
- ----------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Net increase in securities purchased under resale
agreements (4,700) (8,700)
Proceeds from the sale of investment securities available
for sale 64,793 --
Disbursement of loan to subsidiary (60,000) --
Principal repayments of loan to subsidiaries 8,800 --
Capital contributed to subsidiary (38,000) --
Net increase in subsidiary transaction accounts (14,859) (122)
Net cash used to acquire Bell Bancorp, Inc. (24,199) --
Net cash used to acquire FSB Financial Corporation (354,595) --
- ----------------------------------------------------------------------------------------
Net cash used in investing activities (422,760) (8,822)
- ----------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds from medium-term subordinated notes offering 100,000 --
Proceeds from short-term bank loan 30,000 --
Repayment of short-term bank loan (30,000) --
Proceeds from loan from subsidiary 310,579 --
Net proceeds from the exercise of common stock options 33,915 4,062
Restricted stock grants 32 --
Dividends paid to stockholders (24,370) (11,280)
Cash disbursed to repurchase stock (15,279) (19,299)
- ----------------------------------------------------------------------------------------
Net cash used in financing activities 404,877 (26,517)
- ----------------------------------------------------------------------------------------
NET INCREASE IN CASH (248) 270
BEGINNING CASH 270 --
- ----------------------------------------------------------------------------------------
ENDING CASH $22 $270
- ----------------------------------------------------------------------------------------
OPERATING ACTIVITIES:
Net income $54,150 $119,501
Adjustments to reconcile net income to net cash provided
by operating activities:
Undistributed earnings of subsidiary (38,474) (83,653)
Increase in federal tax benefit (1,581) (230)
Increase in accrued interest receivable (56) (9)
Increase in accrued interest payable 3,552 --
Amortization of discounts 44 --
- ----------------------------------------------------------------------------------------
Net cash provided by operating activities $17,635 $35,609
- ----------------------------------------------------------------------------------------
</TABLE>
89
<PAGE> 92
Notes to Consolidated Financial Statements
Standard Federal Bancorporation, Inc.
29. PENDING MERGER
On November 22, 1996, the Company and ABN AMRO announced that they had executed
a definitive merger agreement, whereby ABN AMRO will purchase all of the
outstanding shares of the Company for $59.00 per share in cash. The purchase
price, including payments to be made with respect to outstanding stock options,
will approximate $1,893,000,000. The acquisition is subject to approval by the
stockholders of the Company and to regulatory approval from the Board of
Governors of the Federal Reserve System, the Michigan Banking Commissioner of
Financial Institutions and the Dutch Central Bank. The acquisition is expected
to be consummated prior to the end of the second quarter of 1997.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
90
<PAGE> 93
Standard Federal Bancorporation, Inc.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS:
The directors of the Company and the Bank are as follows:
<TABLE>
<CAPTION>
Current
Director Term
Name Age Position(s) Held with Company Since Expires
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Beverly Beltaire 70 Director 1990 1999
Garry G. Carley 57 Executive Vice President, Secretary and Director 1985 1999
Ernest L. Grove, Jr. 72 Director 1986 1998
Norman P. Hahn 70 Director 1989 1998
William E. Hoglund 62 Director 1993 1997
John M. O'Hara 67 Director 1986 1997
Jack L. Otto 70 Director 1984 1998
Thomas R. Ricketts 66 Chairman of the Board, President and 1972 1997
Chief Executive Officer
Robert G. Rowen 58 Senior Vice President and Director 1996 1999
E.G. Wilkinson, Jr. 65 Director 1994 1997
David P. Williams 62 Director 1990 1999
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
BEVERLY BELTAIRE served as the President and Chief Executive Officer of PR
Associates, Inc., a public relations firm, from 1963 until her retirement in
1994.
GARRY G. CARLEY joined the Bank in 1977. He served as Senior Vice President and
General Counsel of the Bank from 1977 until 1983. In 1982, Mr. Carley was also
elected Secretary. Since 1983, he has served as Executive Vice President and
Secretary of the Bank. Since 1989, he has also served as Chief Lending Officer
of the Bank. Since 1995, Mr. Carley has served as Executive Vice President and
Secretary of the Company.
ERNEST L. GROVE, JR., retired in 1989 from the positions of Vice Chairman of the
Board of Directors and Chief Financial Officer of The Detroit Edison Company, a
public electric utility. Mr. Grove is the Chairman of the Board of Fretter,
Inc., a specialty retailer of home entertainment products, consumer electronics
and appliances, and a Trustee of Cranbrook Funds, an investment company (mutual
fund).
NORMAN P. HAHN served as President and Chief Executive Officer of First Federal
Savings & Loan Association of Kalamazoo ("First Federal") from 1980 until 1989,
when the Bank acquired First Federal. Mr. Hahn retired from his position of
Senior Vice President in charge of the Bank's South-Central Michigan region in
1991.
WILLIAM E. HOGLUND served as Executive Vice President of General Motors
Corporation ("GM") from 1988 until his retirement in 1994. From April 1992 until
November 1992, Mr. Hoglund also served as the Chief Financial Officer of GM.
From November 1992 until his retirement, Mr. Hoglund also served as a director
of GM, and also serves as a director of Mead Corporation, The Detroit Diesel
Corporation and the Sloan Foundation.
JOHN M. O'HARA served as President of The Polk Company, a publishing company,
from 1985 until 1990, as its Chief Executive Officer from 1986 until his
retirement in 1994, and as Chairman from 1987 until his retirement. Mr. O'Hara
continues to serve as a director of both the Polk Company and Inland Press.
JACK L. OTTO retired in 1981 from his position as Managing Partner of the
Detroit office of Ernst & Young, a public accounting firm. From 1981 through
1985, he served as Executive Director of the McGregor Fund, a private
philanthropic foundation. Mr. Otto also serves as a director of the Munder
Funds, a family of mutual funds.
91
<PAGE> 94
Standard Federal Bancorporation, Inc.
THOMAS R. RICKETTS joined the Bank in 1956. He was elected President of the Bank
in 1973. In 1974, Mr. Ricketts was elected President and Chief Executive Officer
of the Bank. In 1981, Mr. Ricketts was also elected Chairman of the Board of the
Bank. In 1995, Mr. Ricketts was elected President, Chief Executive Officer and
Chairman of the Board of the Company.
ROBERT G. ROWEN served as President and Chief Executive Officer of Bell Federal
Savings and Loan Association ("Bell") until the acquisition of Bell by the Bank
in 1996. Mr. Rowen now serves as Senior Vice President and Manager of the Bank's
Chicago region.
E.G. WILKINSON, JR., served as President and Chief Executive Officer of Heritage
Bankcorp, Inc. ("Heritage"), from 1989 until the acquisition of Heritage by the
Bank in 1993. Mr. Wilkinson retired from his position of Senior Vice President
of the Bank in 1994.
DAVID P. WILLIAMS has served as President and Chief Operating Officer of The
Budd Company, a manufacturing company, since 1986 and as a director of that
company since 1977. Mr. Williams also serves as a director of SPX Corporation,
Budd Canada Ltd. and Greening Donald Company Ltd.
As permitted by Instruction 3 to Item 401(b) of Regulation S-K, the
executive officers of the Company are listed under Part I, Item 1.
ITEM 11. EXECUTIVE COMPENSATION
DIRECTOR COMPENSATION
Directors of the Company who are not employees of the Company or the Bank
("Outside Directors") are currently paid an annual fee of $19,200 plus $1,000
for attendance at each Board meeting. Outside Directors serving on one or more
of the committees of the Board receive an additional $500 for each committee
meeting attended. Outside Directors are also reimbursed for reasonable travel
expense incurred in connection with Board and committee meetings. A plan
permitting directors to defer compensation is also available to Outside
Directors. Directors who are also officers of the Company do not receive
additional compensation for serving on the Board of Directors or any committee
thereof.
EXECUTIVE COMPENSATION
The following table sets forth information with respect to the compensation paid
or accrued by Standard Federal or the Bank during the last three fiscal years
ended December 31, 1996, to or on behalf of each executive officer of the
Company whose annual compensation in 1996 exceeded $100,000, including the Chief
Executive Officer (the "Named Officers"), in all capacities in which they
served:
92
<PAGE> 95
Standard Federal Bancorporation, Inc.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------------------------------ Awards
Other ------------
Annual Securities All Other
Fiscal Compensation Underlying Compensation
Name and Principal Position(s) Year Salary($) Bonus($) $(1) Options #1 $(2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas R. Ricketts 1996 $1,000,000 $-- $-- -- $4,196
Chairman, President and 1995 992,000 -- 30,558 50,000 shs. 4,356
Chief Executive Officer 1994 800,000 133,333 32,176 40,000 shs. 46,543
Garry G. Carley 1996 480,500 -- -- -- 4,934
Executive Vice President, 1995 460,500 -- 4,134 20,000 shs. 4,350
Secretary and Director 1994 405,000 33,750 29,869 20,000 shs. 44,025
Ronald J. Palmer 1996 335,000 -- -- -- 5,174
Senior Vice President 1995 320,500 -- 1,453 10,000 shs. 4,350
and General Counsel 1994 277,000 28,854 35,214 10,000 shs. 50,632
Joseph Krul 1996 290,000 -- -- -- 5,174
Senior Vice President and 1995 271,000 -- 985 10,000 shs. 4,350
Chief Financial Officer 1994 240,000 10,000 27,899 10,000 shs. 42,742
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In 1995, consists of reimbursement of the social security tax and the
related additional income taxes imposed on the Named Officer due to the
inclusion in the Named Officer's social security wages of the incremental
accrued benefit under the Excess Benefit Plan and the Supplemental Executive
Retirement Plan ("SERP"). In 1994, consists of reimbursement of the
additional income taxes imposed on the Named Officer due to the inclusion in
the Named Officer's taxable income of the reimbursement of country club
initiation fees described in Note (2) below. Perquisites received by the
Named Officers did not exceed the lesser of $50,000 or 10% of a Named
Officer's salary and bonus therefore no disclosure of such amounts is
required under applicable rules.
(2) Consists of the Company's matching contribution to the Named Officer's
account in the Company's Savings and Investment Plan, insurance premiums
paid by the Company with respect to term life insurance for the benefit of
each of the Named Officers in the following amounts for 1996: Mr. Ricketts -
$1,596; Mr. Carley - $2,834; Mr. Palmer - $3,074; and Mr. Krul - $3,074, and
automobile allowances. In 1994 other compensation also consists of
reimbursement for the payment of one-time initiation fees at certain country
clubs the Company's Board of Directors determined the named Officers should
join.
STOCK OPTIONS
No stock options were granted to the Named Officers during the Company's last
fiscal year. No stock appreciation rights have ever been granted under the
Option Plan and no options have been awarded to the Named Officers under the
1995 Option Plan.
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the Named Officers
concerning the exercise of options during the last fiscal year. At January 1,
1997, none of the Named Officers held any unexercised options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Shares
Acquired Upon Value
Name Exercise Realized
<S> <C> <C>
- ----------------------------------------------------------------------------------------------
Thomas R. Ricketts 387,000 $12,305,089
Garry G. Carley 188,500 6,973,204
Ronald J. Palmer 87,000 3,111,182
Joseph Krul 63,000 2,174,282
- ----------------------------------------------------------------------------------------------
</TABLE>
93
<PAGE> 96
Standard Federal Bancorporation, Inc.
SHAREHOLDER VALUE UNITS
The following table provides certain information relating to shareholder value
units ("SVUs") redeemed by the Named Officers under the 1995 Option Plan. The
value of one-half of the units was determined based on the stock price
performance (including invested dividends) of Standard Federal Common Stock
relative to the Standard & Poor's 500 Composite Index ("S&P 500 Index"); the
value of the other half of the SVUs awarded was keyed to the stock performance
of the largest 25 publicly traded SAIF-insured thrift institutions in the United
States (the "Top 25 Thrift Index"), ranked by asset size, which are not in the
process of a publicly announced change in control. A portion of the SVUs was
paid out to the participants during December 1996, due to the pending
acquisition of Standard Federal Bancorporation, Inc., by ABN AMRO North America,
Inc., which is scheduled to occur in the second quarter of 1997. The remaining
SVUs will be paid during 1997.
LONG-TERM INCENTIVE PLAN REDEMPTIONS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Estimated Redemption
Redemption Value Value of SVUs Held
Number of SVUs Received at December 31, 1996
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
Thomas R. Ricketts 400 $-- $503,943
Garry G. Carley 200 -- 251,972
Ronald J. Palmer 120 151,183 --
Joseph Krul 120 151,183 --
- --------------------------------------------------------------------------------------------------------------
</TABLE>
PENSION PLANS
The following table sets forth the estimated annual benefits (in single-life
annuity amounts) payable upon normal retirement to participants whose highest
average five-year earnings and years of service are as listed. The benefits set
forth in the table include amounts to be paid under the Retirement Plan, the
Excess Benefit Plan and the SERP. Benefits under the Excess Benefit Plan and the
SERP are payable in a lump-sum upon retirement. There is no benefit reduction
for social security or other offset amounts.
<TABLE>
<CAPTION>
Years of Service
Remuneration 10 15 20 25 30 35 40
- ------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C>
$225,000 $45,000 $67,500 $90,000 $112,500 $135,000 $157,500 $180,000
250,000 50,000 75,000 100,000 125,000 150,000 175,000 200,000
300,000 60,000 90,000 120,000 150,000 180,000 210,000 240,000
400,000 80,000 120,000 160,000 200,000 240,000 280,000 320,000
450,000 90,000 135,000 180,000 225,000 270,000 315,000 360,000
500,000 100,000 150,000 200,000 250,000 300,000 350,000 400,000
600,000 120,000 180,000 240,000 300,000 360,000 420,000 480,000
700,000 140,000 210,000 280,000 350,000 420,000 490,000 560,000
800,000 160,000 240,000 320,000 400,000 480,000 560,000 640,000
900,000 180,000 270,000 360,000 450,000 540,000 630,000 720,000
1,000,000 200,000 300,000 400,000 500,000 600,000 700,000 800,000
1,100,000 220,000 330,000 440,000 550,000 660,000 770,000 880,000
1,200,000 240,000 360,000 480,000 600,000 720,000 840,000 960,000
- ------------------------------------------------------------------------------------------
</TABLE>
At January 1, 1997, the years of service of each of the Company's four
executive officers were as follows: Mr. Ricketts - 40 years; Mr. Carley - 19
years; Mr. Palmer - 23 years; Mr. Krul - 11 years. For the purpose of
calculating benefits under the Retirement Plan, the Excess Benefit Plan and the
SERP, compensation does not include bonuses and other earnings. For the year
ended December 31, 1996, covered compensation for purposes of these plans for
each of the aforementioned executive officers was as follows: Mr. Ricketts -
$1,000,000; Mr. Carley - $480,500; Mr. Palmer -$335,000; and Mr. Krul -
$290,000.
94
<PAGE> 97
Standard Federal Bancorporation, Inc.
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Bank has entered into employment agreements with each of its four executive
officers. Under the employment agreements, each executive officer is to serve in
his current capacity for a three-year term subject to any authorized extensions.
The agreements may be extended for additional one-year periods by the Company's
Board of Directors, which annually reviews these agreements and, as part of such
review, considers the justification for any extensions of their terms, with
specific approval thereof being required. Messrs. Ricketts and Carley do not
participate in the review of their own employment agreements. The employment
agreements provide for payment of a base salary as set forth in the agreement
and for such other compensation as may be determined by the Board of Directors
from time to time. Each employment agreement also provides for payments to the
executive officer upon termination of employment by the Company (other than for
cause, disability, retirement or a change in control of the Company) or by the
executive officer for certain specific reasons. Upon such a termination of
employment, the executive officer would be entitled to a payment equal to the
greater of the payments remaining under the agreement or three times the average
of the executive officer's W-2 compensation for the five preceding years. If the
Company, however, is not in compliance with its minimum capital requirements or
if the foregoing payments would cause the Company's capital to be reduced below
its minimum capital requirements, such payments would be deferred until the
Company was in compliance.
The employment agreements also provide for payments upon a change in
control of the Company, which payments cannot exceed the limitations on
parachute payments contained in the Code. The term "change in control" is
defined in the employment agreements to include, among other things, the
acquisition of more than 25% of the Company's outstanding Common Stock by a
person or entity other than the Company or a wholly owned subsidiary of the
Company, the sale of all or substantially all of the Company's assets, the
liquidation or dissolution of the Company, certain reorganizations in which the
Company is not the surviving entity, or a change in the majority of the members
of the Board of Directors. Such payments upon a "change in control" may make it
more difficult for any individual or entity to acquire control of the Company.
The proposed purchase by ABN AMRO of all of the outstanding shares of the
Company would constitute a change in control under each Named Officer's
employment agreement. The employment agreements also provide for certain
benefits in case of disability and do not preclude the executive officers from
participating in other Company employee benefit programs.
If each of the Company's executive officers were entitled to receive
payments in the event of a change in control of the Company, as of January 1,
1997, the estimated amounts would be as follows: Mr. Ricketts -- $14,834,000;
Mr. Carley -- $6,543,000; Mr. Palmer -- $3,305,000; Mr. Krul -- $2,388,000.
95
<PAGE> 98
Standard Federal Bancorporation, Inc.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information, as of December 31, 1996,
with respect to the only persons known by the Company to have filed a beneficial
ownership report with the SEC pursuant to Section 13(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") with respect to 5% or more of the
Company's outstanding Common Stock.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent
Name and Address of Beneficial Owner Ownership of Class
<S> <C> <C>
- -----------------------------------------------------------------------------------------------
Loomis, Sayles & Company, L.P. 1,838,425(1) 5.7%
One Financial Center
Boston, Massachusetts 02111
Legg Mason Wood Walker, Inc. 2,000,105(2) 6.4%
7 East Redwood Street
Baltimore, Maryland 21203-7023
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) The shares are held by Loomis Sayles & Company, L.P. in its capacity an
investment advisor to numerous clients. According to its Schedule 13G filed
with the SEC, dated February 13, 1997, Loomis has sole power to vote or
direct the vote with respect to 718,200 shares and shares the power to vote
or direct the vote with respect to 1,838,425 shares.
(2) According to its Schedule 13G filed with the SEC, dated February 11, 1997,
these shares include 1,989,500 shares beneficially owned by Legg Mason Value
Trust, Inc., Legg Mason Total Return Fund, Inc., and Legg Mason Special
Trust, Inc., as to which Legg Mason Fund Adviser, Inc., exercises
dispositive power. The remaining shares are held by various clients of Legg
Mason Managed Investment Portfolio, Legg Mason Capital Management, Inc. and
Batterymarch Financial Management, Inc., as to which each exercises
dispositive power.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of the Record Date, information as to Common
Stock beneficially owned, as of the Record Date, by directors and executive
officers of the Company, and by the directors and executive officers as a group.
<TABLE>
<CAPTION>
Number
of Percent
Name Shares(1) of Class
<S> <C> <C>
- ---------------------------------------------------------------------------------------
Beverly Beltaire 4,774 *
Garry G. Carley 9,344 *
Ernest L. Grove, Jr. 1,818 *
Norman P. Hahn 8,197 *
William P. Hoglund 2,000 *
John M. O'Hara 12,095 *
Jack L. Otto 5,490 *
Thomas R. Ricketts 279,821 0.9%
Robert G. Rowen 5,000 *
E. G. Wilkinson, Jr. 3,421 *
David P. Williams 1,000 *
Joseph Krul 3,777 *
Ronald J. Palmer 11,019 *
All directors and executive officers as a group (13 persons) 347,756 1.1%
- ---------------------------------------------------------------------------------------
</TABLE>
* Less than 0.1%
(1) Based on information provided by the respective directors and executive
officers. Unless otherwise indicated, the amounts shown include shares owned
jointly with family members with whom the person shares voting and
dispositive powers, or as custodian or trustee over which shares the person
effectively exercises voting and dispositive powers. These amounts also
include certain shares held in the person's Savings and Investment Plan (the
"Plan") account, as of December 31, 1996, with respect to which the person
has sole dispositive power and a right to vote. However, the Trustee under
the Plan may vote the shares, in accordance with a formula set forth in the
Plan, if the Plan participant does not vote the shares.
96
<PAGE> 99
Standard Federal Bancorporation, Inc.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS
Standard Federal has a policy of making mortgage and consumer loans to its
employees, officers and directors. These loans are made in the ordinary course
of business and do not involve more than the normal risk of collectibility or
present other unfavorable features. These loans are made on substantially the
same terms as those prevailing at the time for comparable transactions with
members of the general public.
Standard Federal offers all officers and employees with more than 90 days
of service, except the Company's executive officers, discounted interest rates
of 0.25% to 1% on certain of the Bank's consumer loan products, such as
automobile and home improvement loans. The Bank also offers mortgage loans to
all officers and employees with at least one year of service, except its
executive officers, at rates that are up to one-half of 1% below prevailing
market rates, and maintains a policy of waiving all or a portion of the
application, closing and loan discount fees on mortgage loans depending upon the
individual's years of service with the Bank. Prior to August 9, 1989, executive
officers were eligible to receive loans on terms set forth above. Currently,
however, executive officers are eligible to receive loans only at the rates and
on the terms as are made available by the Bank to the general public from time
to time.
Set forth below is certain information relating to a loan made to an
executive officer of the Company which had an outstanding balance in excess of
$60,000 during 1996. The loan reflected on the following chart was made prior to
August 9, 1989, to the person listed below, pursuant to the Bank's employee loan
policy described in the preceding paragraph. The following loan is an
adjustable-rate, first-mortgage loan on property occupied as the borrower's
primary residence.
<TABLE>
<CAPTION>
Largest Amount Amount
of indebtedness Outstanding
Year Since January 1, February 1, Interest
Name Originated 1996 1997 Rate
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph Krul 1988 $138,243 $135,966 8.32%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
97
<PAGE> 100
Standard Federal Bancorporation, Inc.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. The following consolidated financial statements of the Company and its
subsidiaries are included this Form 10-K under Item 8:
Management's Report
Independent Accountants' Audit Report
Independent Accountants' Attestation Report
Consolidated Statements of Financial Condition - December 31, 1996 and
1995
Consolidated Statements of Income - Years Ended December 31, 1996, 1995
and 1994
Consolidated Statements of Cash Flows - Years Ended December 31, 1996,
1995 and 1994
Consolidated Statements of Stockholders' Equity - Years Ended December
31, 1996, 1995 and 1994
Noted to Consolidated Financial Statements
2. All of the schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are either not
required under the related instructions, the required information is contained
elsewhere in this Form 10-K, or the schedules are inapplicable and, therefore,
have been omitted.
3. The following exhibits are required to be filed with this report by Item
14(c):
<TABLE>
<S> <C>
2.1 Agreement and Plan of Merger, dated November 21, 1996, by
and among ABN AMRO North America, Inc., Heitritz Corp. and
the Company (previously filed as Exhibit 2.1 to the
Company's Form 8-K Current Report filed November 22, 1996
and incorporated herein by reference).
2.2 Option Agreement, dated November 21, 1996, by and between
ABN AMRO North America, Inc. and the Company (previously
filed as Exhibit 2.2 to the Company's Form 8-K Current
Report filed November 27, 1996, and incorporated herein by
reference).
3.1 Restated Articles of Incorporation of the Company
(previously filed as Exhibit 3.1 to the Company's Form 8-A
Registration Statement and incorporated herein by
reference).
3.2 Bylaws of the Company (filed herewith).
4.1 Specimen Common Stock Certificate (previously filed as
Exhibit 4 to the Company's Form 8-A Registration Statement
and incorporated herein by reference).
4.2 Rights Agreement, dated as of February 16, 1995, between the
Company and Registrar and Transfer Company, as Rights Agent
(previously filed as Exhibit 4.1 to the Registrant's Form
8-A Registration Statement and incorporated herein by
reference).
4.3 Amendment to Rights Agreement, dated November 21, 1996
(previously filed as Exhibit 2.3 to the Company's Form 8-K
Current Report filed November 22, 1996, and incorporated
herein by reference.
10.1 *Unfunded Excess Benefit Plan of Standard Federal Bank, as
amended and restated (previously filed as Exhibit 10.1 to
the Company's Form 8-A Registration Statement and
incorporated herein by reference).
10.2 *Supplemental Executive Retirement Plan of Standard Federal
Bank, as amended and restated (previously filed as Exhibit
10.2 to the Company's Form 8-A Registration Statement and
incorporated herein by reference).
10.3 *Trust Agreement under the Standard Federal Bank Unfunded
Excess Benefit Plan and Supplemental Executive Retirement
Plan (previously filed as Exhibit 10.3 to the Company's Form
8-A Registration Statement and incorporated herein by
reference).
</TABLE>
98
<PAGE> 101
Standard Federal Bancorporation, Inc.
10.4 *Form of Employment Agreements separately entered into
between Standard Federal Bank and each of Messrs. Ricketts,
Carley, Palmer and Krul (previously filed as Exhibit 10.4 to
the Company's Form 8-A Registration Statement and
incorporated herein by reference).
10.5 *First Amended Employee Stock Option and Appreciation Rights
Plan of Standard Federal Bank, as amended and restated
(previously filed as Exhibit 10.5 to the Company's Form 8-A
Registration Statement and incorporated herein by
reference).
10.6 *1995 Stock Option and Shareholder Value Plan of Standard
Federal Bank (previously filed as Exhibit 10.6 to the
Company's Form 8-A Registration Statement and incorporated
herein by reference).
10.7 *Deferred Compensation Plan of Standard Federal Bank
(previously filed as Exhibit 10.7 to the Company's Form 8-A
Registration Statement and incorporated herein by
reference).
22. Subsidiaries of the Registrant (filed herewith).
23. Consent of Deloitte & Touche LLP (filed herewith).
27. Financial Data Schedule (Edgar filing only).
- -------------------------
* Denotes management contract, a compensatory arrangement required to be filed
as an exhibit in which Company's executive officers participate.
Standard Federal Bancorporation, Inc., will furnish to any stockholder a copy of
any of the exhibits listed above upon written request and upon payment of a
specified reasonable fee, which fee shall be equal to the Company's reasonable
expenses in furnishing the exhibit to the stockholder. Requests for exhibits and
information regarding the applicable fee should be directed to: Joseph Krul,
Senior Vice President, at the address of the principal executive offices set
forth on the cover of this Report on Form 10-K.
(b) A Form 8-K was filed by the Company on November 22, 1996. The Form 8-K
discusses, under Item 5 -- Other Events, the Agreement and Plan of Merger
between the Company and ABN AMRO North America, Inc.
99
<PAGE> 102
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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, on February 20, 1997.
STANDARD FEDERAL BANCORPORATION, INC.
By: /s/ THOMAS R. RICKETTS
------------------------------------
Thomas R. Ricketts
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on February 20, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C> <C>
By: /s/ THOMAS R. RICKETTS Chairman of the Board, President and
----------------------------------------------------- Chief Executive Officer (Principal
Thomas R. Ricketts Executive Officer)
By: /s/ GARRY G. CARLEY Executive Vice President, Secretary
----------------------------------------------------- and Director
Garry G. Carley
By: /s/ BEVERLY BELTAIRE Director
-----------------------------------------------------
Beverly Beltaire
By: /s/ ERNEST L. GROVE, JR. Director
-----------------------------------------------------
Ernest L. Grove, Jr.
By: /s/ NORMAN P. HAHN Director
-----------------------------------------------------
Norman P. Hahn
By: /s/ WILLIAM E. HOGLUND Director
-----------------------------------------------------
William E. Hoglund
By: /s/ JOHN M. O'HARA Director
-----------------------------------------------------
John M. O'Hara
By: /s/ JACK L. OTTO Director
-----------------------------------------------------
Jack L. Otto
By: /s/ ROBERT G. ROWEN Director
-----------------------------------------------------
Robert G. Rowen
By: /s/ DAVID P. WILLIAMS Director
-----------------------------------------------------
David P. Williams
By: /s/ E.G. WILKINSON, JR. Director
-----------------------------------------------------
E.G. Wilkinson, Jr.
By: /s/ JOSEPH KRUL Senior Vice President and Chief
----------------------------------------------------- Financial Officer (Principal Financial
Joseph Krul and Accounting Officer)
</TABLE>
100
<PAGE> 103
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
2.1 Agreement and Plan of Merger, dated November 21, 1996, by
and among ABN AMRO North America, Inc., Heitritz Corp. and
the Company (previously filed as Exhibit 2.1 to the
Company's Form 8-K Current Report filed November 22, 1996
and incorporated herein by reference).
2.2 Option Agreement, dated November 21, 1996, by and between
ABN AMRO North America, Inc. and the Company (previously
filed as Exhibit 2.2 to the Company's Form 8-K Current
Report filed November 27, 1996, and incorporated herein by
reference).
3.1 Restated Articles of Incorporation of the Company
(previously filed as Exhibit 3.1 to the Company's Form 8-A
Registration Statement and incorporated herein by
reference).
3.2 Bylaws of the Company (filed herewith).
4.1 Specimen Common Stock Certificate (previously filed as
Exhibit 4 to the Company's Form 8-A Registration Statement
and incorporated herein by reference).
4.2 Rights Agreement, dated as of February 16, 1995, between the
Company and Registrar and Transfer Company, as Rights Agent
(previously filed as Exhibit 4.1 to the Registrant's Form
8-A Registration Statement and incorporated herein by
reference).
4.3 Amendment to Rights Agreement, dated November 21, 1996
(previously filed as Exhibit 2.3 to the Company's Form 8-K
Current Report filed November 22, 1996, and incorporated
herein by reference.
10.1 *Unfunded Excess Benefit Plan of Standard Federal Bank, as
amended and restated (previously filed as Exhibit 10.1 to
the Company's Form 8-A Registration Statement and
incorporated herein by reference).
10.2 *Supplemental Executive Retirement Plan of Standard Federal
Bank, as amended and restated (previously filed as Exhibit
10.2 to the Company's Form 8-A Registration Statement and
incorporated herein by reference).
10.3 *Trust Agreement under the Standard Federal Bank Unfunded
Excess Benefit Plan and Supplemental Executive Retirement
Plan (previously filed as Exhibit 10.3 to the Company's Form
8-A Registration Statement and incorporated herein by
reference).
10.4 *Form of Employment Agreements separately entered into
between Standard Federal Bank and each of Messrs. Ricketts,
Carley, Palmer and Krul (previously filed as Exhibit 10.4 to
the Company's Form 8-A Registration Statement and
incorporated herein by reference).
10.5 *First Amended Employee Stock Option and Appreciation Rights
Plan of Standard Federal Bank, as amended and restated
(previously filed as Exhibit 10.5 to the Company's Form 8-A
Registration Statement and incorporated herein by
reference).
10.6 *1995 Stock Option and Shareholder Value Plan of Standard
Federal Bank (previously filed as Exhibit 10.6 to the
Company's Form 8-A Registration Statement and incorporated
herein by reference).
10.7 *Deferred Compensation Plan of Standard Federal Bank
(previously filed as Exhibit 10.7 to the Company's Form 8-A
Registration Statement and incorporated herein by
reference).
22. Subsidiaries of the Registrant (filed herewith).
23. Consent of Deloitte & Touche LLP (filed herewith).
27. Financial Data Schedule (Edgar filing only).
</TABLE>
- -------------------------
* Denotes management contract, a compensatory arrangement required to be filed
as an exhibit in which Company's executive officers participate.
<PAGE> 1
Exhibit 3.2
BYLAWS
OF
STANDARD FEDERAL BANCORPORATION, INC.
(as amended and restated through November 21, 1996)
ARTICLE I
OFFICES
1.01 PRINCIPAL OFFICE. The principal office of the
corporation shall be at such place as the Board of Directors shall from time to
time determine.
1.02 OTHER OFFICES. The corporation also may have offices
at such other places as the Board of Directors from time to time determines or
the business of the corporation requires.
ARTICLE II
SEAL
2.01 SEAL. The corporation may have a seal in such form as
the Board of Directors may from time to time determine. The seal may be used by
causing it or a facsimile to be impressed, affixed or otherwise reproduced.
ARTICLE III
CAPITAL STOCK
3.01 ISSUANCE OF SHARES. The shares of capital stock of the
corporation shall be issued in such amounts, at such times, for such
consideration and on such terms and conditions as the Board shall deem
advisable, subject to the Articles of Incorporation and any requirements of the
laws of the State of Michigan.
3.02 CERTIFICATES FOR SHARES. The shares of the corporation
shall be represented by certificates signed by the Chairman of the Board of
Directors (if such office is filled), President or a Vice President of the
corporation, and also may be signed by the Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary of the corporation, and may be sealed with the
seal of the corporation or a facsimile thereof. The signatures of the officers
may be facsimiles if the certificate is countersigned by a transfer agent or
registered by a registrar other than the corporation itself or its employee.
In case an officer who has signed or whose facsimile signature has been placed
upon a certificate ceases to be such officer before the certificate is issued,
it may be issued by the corporation with the same effect as if he were such
officer at the date of issuance. A certificate representing shares shall state
upon its face that the corporation is formed under the laws of the State of
Michigan, the name of the person to whom it is issued, the number and class of
shares, and the designation of the series, if any, which the certificate
represents, and such other provisions as may be required by the laws of the
State of Michigan.
<PAGE> 2
3.03 TRANSFER OF SHARES. The shares of the capital stock of
the corporation are transferable only on the books of the corporation upon
surrender of the certificate therefor, properly endorsed for transfer, and the
presentation of such evidences of ownership and validity of the assignment as
the corporation may require.
3.04 REGISTERED SHAREHOLDERS. The corporation shall be
entitled to treat the person in whose name any share of stock is registered as
the owner thereof for purposes of dividends and other distributions in the
course of business, or in the course of recapitalization, merger, plan of share
exchange, reorganization, sale of assets, liquidation or otherwise and for the
purpose of votes, approvals and consents by shareholders, and for the purpose
of notices to shareholders, and for all other purposes whatever, and shall not
be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not the corporation shall
have notice thereof, save as expressly required by the laws of the State of
Michigan.
3.05 LOST OR DESTROYED CERTIFICATES. Upon the presentation
to the corporation of a proper affidavit attesting the loss, destruction or
mutilation of any certificate or certificates for shares of stock of the
corporation, the Board of Directors shall direct the issuance of a new
certificate or certificates to replace the certificates so alleged to be lost,
destroyed or mutilated. The Board of Directors may require as a condition
precedent to the issuance of new certificates any or all of the following: (a)
presentation of additional evidence or proof of the loss, destruction or
mutilation claimed; (b) advertisement of loss in such manner as the Board of
Directors may direct or approve; (c) a bond or agreement of indemnity, in such
form and amount and with such sureties, or without sureties, as the Board of
Directors may direct or approve; or (d) the order or approval of a court or
judge.
ARTICLE IV
SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS
4.01 PLACE OF MEETINGS. All meetings of shareholders shall
be held at the principal office of the corporation or at such other place as
shall be determined by the Board of Directors and stated in the notice of
meeting.
4.02 ANNUAL MEETING. The annual meeting of shareholders of
the corporation shall be held on such date, and at such times as the Board of
Directors may select. Directors shall be elected at each annual meeting and
such other business, as may properly come before the meeting, shall be
considered. The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled annual meeting of shareholders. Any annual
meeting of shareholders may be adjourned by the Chairman of the meeting or
pursuant to a resolution of the Board of Directors.
4.03 SPECIAL MEETINGS. Special meetings of the shareholders
may be called by the Board of Directors, the Chairman of the Board of Directors
(if such office is filled), or by the
2
<PAGE> 3
President. At any special meeting of shareholders, the business which may be
transacted shall be limited to that which was specifically stated in the notice
of such special meeting provided to shareholders.
4.04 NOTICE OF MEETINGS. Except as otherwise provided by
statute, written notice of the time, place and purposes of a meeting of
shareholders shall be given not less than 10 nor more than 60 days before the
date of the meeting to each shareholder of record entitled to vote at the
meeting, either personally or by mailing such notice to his or her last address
as it appears on the books of the corporation. No notice need be given of an
adjourned meeting of the shareholders provided the time and place to which such
meeting is adjourned are announced at the meeting at which the adjournment is
taken and at the adjourned meeting only such business is transacted as might
have been transacted at the original meeting. However, if after the adjournment
a new record date is fixed for the adjourned meeting a notice of the adjourned
meeting shall be given to each shareholder of record on the new record date
entitled to notice as provided in this Bylaw.
4.05 RECORD DATES. The Board of Directors may fix in
advance a date as the record date for the purpose of determining shareholders
entitled to notice of and to vote at a meeting of shareholders or an
adjournment thereof, or to express consent or to dissent from a proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of a dividend or allotment of a right, or for the purpose of
any other action. The date fixed shall not be more than 60 nor less than 10
days before the date of the meeting, nor more than 60 days before any other
action. In such case only such shareholders as shall be shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such meeting
or adjournment thereof, or to express consent or to dissent from such proposal,
or to receive payment of such dividend or to receive such allotment of rights,
or to participate in any other action, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation, or otherwise, after any
such record date. Nothing in this Bylaw shall affect the rights of a
shareholder and his transferee or transferor as between themselves.
4.06 LIST OF SHAREHOLDERS. The Secretary of the corporation
or the agent of the corporation having charge of the stock transfer records for
shares of the corporation shall make and certify a complete list of the
shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof. The list shall be: arranged alphabetically within each class and
series, with the address of, and the number of shares held by, each
shareholder; produced at the time and place of the meeting; subject to
inspection by any shareholder during the whole time of the meeting; and prima
facie evidence as to who are the shareholders entitled to examine the list or
vote at the meeting.
4.07 QUORUM. Except in circumstances requiring a greater
quorum by the Articles of Incorporation or by the laws of the State of
Michigan, the shareholders present at a meeting in person or by proxy who, as
of the record date for such meeting, were holders of a majority of the
outstanding shares of the corporation entitled to vote at the meeting shall
constitute a quorum
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at the meeting. Whether or not a quorum is present, a meeting of shareholders
may be adjourned by a vote of the shares present in person or by proxy. When
the holders of a class or series of shares are entitled to vote separately on
an item of business, this Bylaw applies in determining the presence of a quorum
of such class or series for transaction of such item of business.
4.08 PROXIES. A shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent without a meeting may
authorize other persons to act for the shareholder by proxy. A proxy shall be
signed by the shareholder or the shareholder's authorized agent or
representative and shall not be valid after the expiration of three years from
its date unless otherwise provided in the proxy. A proxy is revocable at the
pleasure of the shareholder executing it except as otherwise provided by the
laws of the State of Michigan.
4.09 INSPECTORS OF ELECTION. The Board of Directors, or the
Chairman presiding at any shareholders' meeting, may appoint one or more
inspectors. If appointed, the inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum and the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine challenges or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the person
presiding at the meeting, the inspectors shall make and execute a written
report to the person presiding at the meeting of any of the facts found by them
and matters determined by them. The report shall be prima facie evidence of
the facts stated and of the vote as certified by the inspectors.
4.10 CONDUCT OF BUSINESS. The Chairman of the Board of
Directors, or such other person who shall be designated by him or her or by the
Board of Directors to preside at a meeting of the shareholders, shall determine
the order of business and the procedure at the meeting, including such
regulation of the manner of voting and the conduct of discussion as seem to him
or her to be proper.
At any annual meeting of shareholders, only such business shall
be conducted as shall have been brought before the meeting (a) by or at the
direction of the Board of Directors or (b) by any shareholder of the
corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 4.10. For business to be
properly brought before an annual meeting by a shareholder, the shareholder
must submit written notice to the Secretary of the corporation either by
personal delivery or by U.S. mail, certified or registered. To be timely, a
shareholder's notice must be delivered to or received by the Secretary not less
than sixty (60) days prior to the anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than twenty (20) days, notice by the shareholder to
be timely must be so delivered or received not later than the close of business
on the later of the sixtieth (60th) day prior to such annual meeting or the
tenth (10th) day following the day on which notice of the annual meeting was
first mailed. A shareholder's notice to the Secretary shall set forth as to
each matter such shareholder intends to bring before the annual meeting (i) a
brief description of the business desired to be brought
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before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and address, as they appear on the corporation's
books, of the shareholder proposing such business, (iii) the class and number
of shares of voting stock that are beneficially owned by such shareholder, and
(iv) any material interest of such shareholder in the proposed business to be
brought before the annual meeting. Notwithstanding anything to the contrary
contained in these Bylaws, no business shall be brought before or conducted at
an annual meeting except in accordance with the provisions of this Section
4.10. The person presiding at the annual meeting shall, if the facts so
warrant, determine and declare to the meeting in accordance with the provisions
of this Section 4.10 whether or not the proposed business is properly brought
before the meeting, and, if he or she should so determine that it is not
properly brought before the meeting, the proposed business shall not be
transacted.
At any special meeting of the shareholders, only such business
shall be conducted as shall have been brought before the meeting by or at the
direction of the Board of Directors.
4.11 VOTING. Each outstanding share is entitled to one vote
on each matter submitted to a vote, unless otherwise provided in the Articles
of Incorporation. Votes shall be cast in writing, signed by the shareholder or
shareholder's proxy. Except as otherwise provided by the Articles of
Incorporation, directors shall be elected by a plurality of the votes cast at
any election.
ARTICLE V
DIRECTORS
5.01 NUMBER. The business and affairs of the corporation
shall be managed by a Board of Directors. The Board of Directors shall consist
of not less than seven nor more than twenty-five persons, and the number of
directors shall be fixed by the Board of Directors from time to time. The
directors need not be residents of Michigan or shareholders of the corporation.
5.02 NOMINATIONS. Nominations for the election of directors
may be made by the Board of Directors, the Nominating Committee of the Board of
Directors (if constituted), or by any shareholder entitled to vote in the
election of directors generally. However, any such shareholder may nominate
one or more persons for election as directors at a meeting only if written
notice of such shareholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States certified or
registered mail, postage prepaid, to the Secretary of the corporation not later
than (i) with respect to an election to be held at an annual meeting, 90 days
in advance of such meeting, and (ii) with respect to an election to be held at
a special meeting of shareholders for the election of directors, the close of
business on the seventh day following the date on which notice of such meeting
is first given to shareholders. Each such notice by a shareholder shall set
forth:
(a) the name and address of the person or persons to be
nominated and of the shareholder who intends to make the nomination;
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(b) a representation that the shareholder is a holder of
record of stock of the corporation entitled to vote at such meeting;
(c) a description of all arrangements or understandings
between the shareholder and each nominee and any other person (naming such
person) pursuant to which the nomination or nominations are to be made by the
shareholder;
(d) such other information regarding each nominee proposed
by such shareholder as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
the nominee been nominated by the Board of Directors; and
(e) the consent of each nominee to serve as a director of
the corporation if so elected.
The person presiding at the meeting may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedures.
5.03 ELECTION, RESIGNATION AND REMOVAL. Directors shall be
elected at each annual meeting of the shareholders, each to hold office for the
term specified in the Articles of Incorporation and until the director's
successor is elected, or until the director's resignation or removal. A
director may resign by written notice to the corporation. The resignation is
effective upon its receipt by the Secretary of the corporation or at such
subsequent time as may be set forth in the notice of resignation. A director
or the entire Board of Directors may be removed, with cause, by vote of the
holders of a majority of outstanding shares entitled to vote at an election of
directors.
5.04 VACANCIES. Vacancies in the Board of Directors
occurring by reason of death, resignation, removal, increase in the number of
directors or otherwise shall be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board of Directors.
Each person so elected shall serve as a director for a term of office
continuing until the next election of the class of directors for which such new
director was elected. A vacancy that will occur at a specific date, by reason
of a resignation effective at a later date or otherwise, may be filled before
the vacancy occurs, but the newly elected director may not take office until
the vacancy occurs.
5.05 ANNUAL MEETING. The Board of Directors shall meet each
year for the purpose of electing officers and considerating such other business
that may properly be brought before the meeting; provided that, if less than a
majority of the directors appear at the annual meeting of the Board of
Directors, the holding of such annual meeting shall not be required and the
matters which might have been taken up therein may be taken up at any later
special or annual meeting, or by written consent.
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5.06 REGULAR AND SPECIAL MEETINGS. Regular meetings of the
Board of Directors may be held at such times and places as the Board of
Directors may from time to time determine. Special meetings of the Board may
be called by the Chairman of the Board of Directors (if such office is filled)
or the President and shall be called by the President or Secretary upon the
written request of any two directors.
5.07 NOTICES. No notice shall be required for annual or
regular meetings of the Board of Directors or for adjourned meetings, whether
regular or special. Two days' written notice, or 24-hour telephonic notice,
shall be given for special meetings of the Board of Directors, and such notice
shall state or recite the time, place and purpose or purposes of the meeting.
5.08 QUORUM. A majority of the Board of Directors then in
office, or of the members of a committee thereof, constitutes a quorum for the
transaction of business. The vote of a majority of the directors present at any
meeting at which there is a quorum shall be the acts of the Board of Directors
or of the committee, except as a larger vote may be required by the laws of the
State of Michigan. A member of the Board of Directors or of a committee
designated by the Board of Directors may participate in a meeting by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can communicate with each other.
Participation in a meeting in this manner constitutes presence in person at the
meeting.
5.09 EXECUTIVE AND OTHER COMMITTEES. The Board of Directors
may, by resolution passed by a majority of the whole Board, appoint three or
more members of the Board as an executive committee to exercise all powers and
authorities of the Board in management of the business and affairs of the
corporation, except that the committee shall not have power or authority to:
(a) amend the Articles of Incorporation; (b) adopt an agreement of merger or
consolidation; (c) recommend to shareholders the sale, lease or exchange of all
or substantially all of the corporation's property and assets; (d) recommend to
shareholders a dissolution of the corporation or revocation of a dissolution;
(e) amend these Bylaws; (f) fill vacancies in the Board of Directors; or (g)
unless expressly authorized by the Board of Directors, declare a dividend or
authorize the issuance of stock.
The Board of Directors from time to time may, by like
resolution, appoint such other committees of one or more directors to have such
authority as shall be specified by the Board of Directors in the resolution
making such appointments. The Board of Directors may designate one or more
directors as alternate members of any committee who may replace an absent or
disqualified member at any meeting thereof.
5.10 DISSENTS. A director who is present at a meeting of
the Board of Directors, or a committee thereof of which the director is a
member, at which action on a corporate matter is taken is presumed to have
concurred in that action unless the director's dissent is entered in the
minutes of the meeting or unless the director files a written dissent to the
action with the person acting as secretary of the meeting before the
adjournment thereof or shall forward such dissent
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by registered mail to the Secretary of the corporation promptly after the
adjournment of the meeting. Such right to dissent does not apply to a director
who voted in favor of such action. A director who is absent from a meeting of
the Board, or a committee thereof of which he is a member, at which any such
action is taken is presumed to have concurred in the action unless he files his
written dissent with the Secretary of the corporation within a reasonable time
after he has knowledge of the action.
5.11 COMPENSATION. The Board of Directors, by affirmative
vote of a majority of directors in office and irrespective of any personal
interest of any of them, may establish reasonable compensation of directors for
services to the corporation as directors or officers.
ARTICLE VI
NOTICES, WAIVERS OF NOTICE AND MANNER OF ACTING
6.01 NOTICES. All notices of meetings required to be given
to shareholders, directors or any committee of directors may be given by mail,
telecopy, telegram, radiogram or cablegram to any shareholder, director or
committee member at his or her last address as it appears on the books of the
corporation. Such notice shall be deemed to be given at the time when the same
shall be mailed or otherwise dispatched. Telephonic notice may be given for
special meetings of the Board as provided in Section 5.07.
6.02 WAIVER OF NOTICE. Notice of the time, place and
purpose of any meeting of shareholders, directors or committee of directors may
be waived by telecopy, telegram, radiogram, cablegram or other writing, either
before or after the meeting, or in such other manner as may be permitted by the
laws of the State of Michigan. Attendance of a person at any meeting of
shareholders, in person or by proxy, or at any meeting of directors or of a
committee of directors, constitutes a waiver of notice of the meeting except as
follows:
(a) In the case of a shareholder, unless the shareholder at
the beginning of the meeting objects to holding the meeting or transacting
business at the meeting, or unless with respect to consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, the shareholder objects to considering the
matter when it is presented.
(b) In the case of a director, unless he or she at the
beginning of the meeting, or upon his or her arrival, objects to the meeting or
the transacting of business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting.
6.03 ACTION WITHOUT A MEETING. Any action required or
permitted at any meeting of shareholders or directors or committee of directors
may be taken without a meeting, without prior notice and without a vote, if all
of the shareholders or directors or committee members entitled to vote thereon
consent thereto in writing before or after the action is taken.
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ARTICLE VII
OFFICERS
7.01 NUMBER. The Board of Directors shall appoint a
President, a Secretary and a Treasurer and may appoint a Chairman of the Board
of Directors, and one or more Vice Presidents, Assistant Secretaries or
Assistant Treasurers. Any two or more of the above offices, except those of
President and Vice President, may be held by the same person. No officer shall
execute, acknowledge or verify an instrument in more than one capacity if the
instrument is required by law, the Articles of Incorporation or these Bylaws to
be executed, acknowledged, or verified by one or more officers.
7.02 TERM OF OFFICE, RESIGNATION AND REMOVAL. An officer
shall hold office for the term for which he or she is appointed and until his
or her successor is appointed, or until his or her resignation or removal. An
officer may resign by written notice to the corporation. The resignation is
effective upon its receipt by the corporation or at a subsequent time specified
in the notice of resignation. An officer may be removed by the Board with or
without cause. The appointment of a person to serve as an officer of the
corporation does not of itself create contract rights.
7.03 VACANCIES. The Board of Directors may fill any
vacancies in any office occurring for whatever reason and at whatever time.
7.04 AUTHORITY. All officers, employees and agents of the
corporation shall have such authority and perform such duties in the conduct
and management of the business and affairs of the corporation as may be
designated by the Board of Directors and these Bylaws.
ARTICLE VIII
DUTIES OF OFFICERS
8.01 CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of
the Board of Directors, if such office is filled, shall be the chief executive
officer of the corporation and shall preside at all meetings of the
shareholders and of the Board of Directors at which the Chairman is present.
The Chairman shall see that all orders and resolutions of the Board of
Directors are carried into effect, and the Chairman shall have the general
powers of supervision and management usually vested in the chief executive
officer of a corporation, including the authority to vote all securities of
other corporations and business organizations held by the corporation.
8.02 PRESIDENT. If the office of Chairman is filled, the
President shall be the chief operating officer of the corporation and shall
have the general powers of supervision and management over the day-to-day
operations of the corporation. In the absence or disability of the Chairman of
the Board of Directors, or if that office has not been filled, the President
also shall perform the duties of the Chairman of the Board as set forth in
these Bylaws.
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8.03 VICE PRESIDENTS. The Vice Presidents, in order of
seniority, as determined by the Board of Directors, shall, in the absence or
disability of the President perform the duties and exercise the powers of the
President and shall perform such other duties as the Board of Directors or the
President may from time to time prescribe.
8.04 SECRETARY. The Secretary shall attend all meetings of
the Board of Directors and of shareholders and shall record all votes and
minutes of all proceedings in a book to be kept for that purpose, shall give or
cause to be given notice of all meetings of the shareholders and of the Board
of Directors, and shall keep in safe custody the seal of the corporation and,
when authorized by the Board of Directors, affix the same to any instrument
requiring it, and when so affixed it shall be attested by the signature of the
Secretary, or by the signature of the Treasurer or an Assistant Secretary. The
Secretary may delegate any of the duties, powers and authorities of the
Secretary to one or more Assistant Secretaries, unless such delegation is
disapproved by the Board of Directors.
8.05 TREASURER. The Treasurer shall have the custody of the
corporate funds and securities; shall keep full and accurate accounts of
receipts and disbursements in books of the corporation; and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall render to the President and directors, whenever
they may require it, an account of his or her transactions as Treasurer and of
the financial condition of the corporation. The Treasurer may delegate any of
his or her duties, powers and authorities to one or more Assistant Treasurers,
unless such delegation is disapproved by the Board of Directors.
8.06 ASSISTANT SECRETARIES AND TREASURERS. The Assistant
Secretaries, in order of their seniority, shall perform the duties and exercise
the powers and authorities of the Secretary in case of the Secretary's absence
or disability. The Assistant Treasurers, in the order of their seniority, shall
perform the duties and exercise the powers and authorities of the Treasurer in
case of the Treasurer's absence or disability. The Assistant Secretaries and
Assistant Treasurers shall also perform such duties as may be delegated to them
by the Secretary and Treasurer, respectively, and also such duties as the Board
of Directors may prescribe.
ARTICLE IX
SPECIAL CORPORATE ACTS
9.01 ORDERS FOR PAYMENT OF MONEY. All checks, drafts,
notes, bonds, bills of exchange and orders for payment of money of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
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9.02 CONTRACTS AND CONVEYANCES. The Board of Directors of
the corporation may in any instance designate the officer and/or agent who
shall have authority to execute any contract, conveyance, mortgage, proxy or
other instrument on behalf of the corporation, or may ratify or confirm any
execution. When the execution of any instrument has been authorized without
specification of the executing officers or agents, the Chairman of the Board of
Directors, the President or any Vice President, and the Secretary or Assistant
Secretary or Treasurer or Assistant Treasurer, may execute the same in the name
and on behalf of this corporation and may affix the corporate seal thereto.
ARTICLE X
BOOKS AND RECORDS
10.01 MAINTENANCE OF BOOKS AND RECORDS. The proper officers
and agents of the corporation shall keep and maintain such books, records and
accounts of the corporation's business and affairs, minutes of the proceedings
of its shareholders, Board and committees, if any, and such stock ledgers and
lists of shareholders, as the Board of Directors shall deem advisable, and as
shall be required by the laws of the State of Michigan and other states or
jurisdictions empowered to impose such requirements. Books, records and minutes
may be kept within or without the State of Michigan in a place which the Board
shall determine.
10.02 RELIANCE ON BOOKS AND RECORDS. In discharging his
duties, a director or an officer of the corporation, when acting in good faith,
may rely upon information, opinions, reports, or statements (including
financial statements and other financial data) if prepared or presented by any
of the following:
(a) One or more directors, officers, or employees of the
corporation, or of a business organization under joint control or common
control, whom the director or officer reasonably believes to be reliable and
competent in the matters presented.
(b) Legal counsel, public accountants, engineers, or other
persons as to matters the director or officer reasonably believes are within
the person's professional or expert competence.
(c) A committee of the Board of Directors of which he or
she is not a member if the director or officer reasonably believes the
committee merits confidence.
A director or officer is not entitled to rely on the information set forth
above if he or she has knowledge concerning the matter in question that makes
reliance otherwise permitted unwarranted.
ARTICLE XI
INDEMNIFICATION
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11.01 NON-DERIVATIVE ACTIONS. Subject to all of the other
provisions of this Article XI, the corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal (other than an
action by or in the right of the corporation) by reason of the fact that the
person is or was a director or officer of the corporation, or is or was serving
at the request of the corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, whether for profit or not, against
expenses (including actual and reasonable attorneys' fees), judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if
the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation or its
shareholders, and with respect to any criminal action or proceeding, if the
person had no reasonable cause to believe his or her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
11.02 DERIVATIVE ACTIONS. Subject to all of the provisions
of this Article XI, the corporation shall indemnify any person who was or is a
party to or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, whether for profit or not, against expenses (including
attorneys' fees) and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation or its shareholders.
However, indemnification shall not be made for any claim, issue or matter in
which such person has been found liable to the corporation unless and only to
the extent that the court in which such action or suit was brought has
determined upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnification for the reasonable expenses incurred.
11.03 EXPENSES OF SUCCESSFUL DEFENSE. To the extent that a
person has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Section 11.01 or 11.02 of these Bylaws, or in
defense of any claim, issue or matter in the action, suit or proceeding, the
person shall be indemnified against actual and reasonable expenses (including
attorneys' fees) incurred by such person in connection with the action, suit or
proceeding and any action, suit or proceeding brought to enforce the mandatory
indemnification provided by this Article XI.
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11.04 DEFINITION. For the purposes of Sections 11.01 and
11.02, "other enterprises" shall include employee benefit plans; "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and "serving at the request of the corporation" shall include any
service as a director, officer, employee, or agent of the corporation which
imposes duties on, or involves services by, the director or officer with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner the person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be considered to have acted in a manner "not opposed to the
best interests of the corporation or its shareholders" as referred to in
Sections 11.01 and 11.02.
11.05 CONTRACT RIGHT; LIMITATION ON INDEMNITY. The right to
indemnification conferred in this Article XI shall be a contract right, shall
apply to services of a director or officer as an employee or agent of the
corporation as well as in such person's capacity as a director or officer from
the date he became or becomes such director or officer, and any repeal or
modification of this section shall not adversely affect any right or protection
existing at the time of such repeal or modification. Except as provided in
Section 11.03 of these Bylaws, the corporation shall have no obligations under
this Article XI to indemnify any person in connection with any proceeding, or
part thereof, initiated by such person without authorization by the Board of
Directors.
11.06 DETERMINATION THAT INDEMNIFICATION IS PROPER. Any
indemnification under Section 11.01 or 11.02 of these Bylaws (unless ordered by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the person is proper in the
circumstances because the person has met the applicable standard of conduct set
forth in Section 11.01 or 11.02, whichever is applicable, and upon an
evaluation of the reasonableness of expenses and amount paid in settlement.
Such determination and evaluation shall be made in any of the following ways:
(a) by a majority vote of a quorum of the Board consisting of
directors who are not parties or threatened to be made parties to such action,
suit or proceeding;
(b) if the quorum described in clause (a) above is not
obtainable, then by a majority vote of a committee of directors duly designated
by the Board of Directors and consisting solely of two or more directors who
are not at the time parties or threatened to be made parties to the action,
suit or proceeding;
(c) by independent legal counsel in a written opinion which
counsel shall be selected in one of the following ways: (i) by the Board of
Directors or its committee in the manner prescribed in subparagraph (a) or (b);
or (ii) if a quorum of the Board of Directors cannot be obtained under
subparagraph (a) and a committee cannot be designated under subparagraph (b),
by the Board of Directors; or
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(d) by the shareholders, but shares held by directors or
officers who are parties or threatened to be made parties to the action, suit
or proceeding may not be voted.
11.07 PROPORTIONATE INDEMNITY. If a person is entitled to
indemnification under Section 11.01 or 11.02 for a portion of expenses,
including attorneys' fees, judgments, penalties, fines, and amounts paid in
settlement, but not for the total amount thereof, the corporation shall
indemnify the person for the portion of the expenses, judgments, penalties,
fines, or amounts paid in settlement for which the person is entitled to be
indemnified.
11.08 EXPENSE ADVANCE. The corporation shall pay or
reimburse the reasonable expenses incurred by a person referred to in Section
11.01 or 11.02 of these bylaws who is a party or threatened to be made a party
to an action, suit, or proceeding in advance of final disposition of the
proceeding if all of the following apply: (a) the person furnishes the
corporation a written affirmation of his or her good faith belief that he or
she has met the applicable standard of conduct set forth in Section 11.01 or
11.02; (b) the person furnishes the corporation a written undertaking executed
personally, or on his or her behalf, to repay the advance if it is ultimately
determined that he or she did not meet the standard of conduct; (c) the
authorization of payment is made in the manner specified in Section 11.06; and
(d) a determination is made that the facts then known to those making the
determination would not preclude indemnification under Section 11.01 or 11.02.
The undertaking shall be an unlimited general obligation of the person on whose
behalf advances are made but need not be secured.
11.09 NON-EXCLUSIVITY OF RIGHTS. The indemnification or
advancement of expenses provided under this Article XI is not exclusive of
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under a contractual arrangement with the corporation.
However, the total amount of expenses advanced or indemnified from all sources
combined shall not exceed the amount of actual expenses incurred by the person
seeking indemnification or advancement of expenses.
11.10 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE
CORPORATION. The corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the corporation to the
fullest extent of the provisions of this Article XI with respect to the
indemnification and advancement of expenses of directors and officers of the
corporation.
11.11 FORMER DIRECTORS AND OFFICERS. The indemnification
provided in this Article XI continues as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such person.
11.12 INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability
14
<PAGE> 15
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have power to
indemnify him against such liability under these Bylaws or the laws of the
State of Michigan.
11.13 CHANGES IN MICHIGAN LAW. In the event of any change
of the Michigan statutory provisions applicable to the corporation relating to
the subject matter of this Article XI of these Bylaws, then the indemnification
to which any person shall be entitled hereunder shall be determined by such
changed provisions, but only to the extent that any such change permits the
corporation to provide broader indemnification rights than such provisions
permitted the corporation to provide prior to any such change. Subject to
Section 11.15, the Board of Directors is authorized to amend these Bylaws to
conform to any such changed statutory provisions.
11.14 ENFORCEMENT OF RIGHTS. Any indemnification or payment
in advance of final disposition under this Article XI shall be made promptly,
and in any event within 30 days, after written request to the corporation by
the person seeking such indemnification or payment. The rights granted by this
Article XI shall be enforceable by such person in any court of competent
jurisdiction.
11.15 AMENDMENT OR REPEAL OF ARTICLE XI. No amendment or
repeal of this Article XI shall apply to or have any effect on any director or
officer of the corporation for or with respect to any acts or omissions of such
director or officer occurring prior to such amendment or repeal.
ARTICLE XII
CONTROL SHARES AND CONTROL SHARE ACQUISITIONS
12.01 CONTROL SHARE. Pursuant to to Section 794 of the
Michigan Business Corporation Act ("MBCA"), Chapter 7B of the MBCA does not
apply to any "control share acquisition" (as that term is defined in Section
791 of the MBCA) of the shares of capital stock of the corporation.
ARTICLE XIII
AMENDMENTS
13.01 AMENDMENTS. The Bylaws of the corporation and any
Article or provision thereof may be amended or repealed, in whole or in part,
by majority vote of the Board of Directors provided that notice of the meeting
at which such amendment or repeal is to be acted upon includes notice of the
proposed amendment or repeal.
15
<PAGE> 1
EXHIBIT 22
<TABLE>
<CAPTION>
<S><C>
STANDARD FEDERAL BANCORPORATION, INC.
SUBSIDIARIES AND AFFILIATES AS OF DECEMBER 31, 1996
STANDARD FEDERAL BANCORPORATION, INC.
|
|
STANDARD FEDERAL BANK
|
____________________________________________________________________|___________________________________________________
| | | | | | | | | | | | |
| | Standard Service | Standard Insurance | Central Venture | Mackinac | Fidelity | Standard-
| | Corporation | Agency (Michigan) | Corporation | Agency | Corporation | Curti
Standard Financial | | | | | | | Insurance
Corporation | | Eureka Service Central Mortgage Bankers Home Loan Mackinac Bell Insurance Agency
| Standard Brokerage | Corporation Corporation Insurance Agency Realty Agency |
| Services | |
| | |
| ___________________ |
Kercheval | | Dan Gilbert
Development Standard Insurance Tower Service & Associates
Company Agency (Indiana) Corporation
(Joint Venture)
</TABLE>
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements No.
33-94444 and 33-96082 of Standard Federal Bancorporation, Inc. on Forms S-8 of
our report dated January 16, 1997, appearing in this Annual Report on Form
10-K of Standard Federal Bancorporation, Inc. for the year ended December 31,
1996.
Deloitte & Touche LLP
Detroit, Michigan
February 25, 1997
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF FINANCIAL
CONDITION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-END> DEC-31-1996 DEC-31-1996
<CASH> 129,333 129,333
<INT-BEARING-DEPOSITS> 0 0
<FED-FUNDS-SOLD> 0 0
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 602,223 602,223
<INVESTMENTS-CARRYING> 2,802,334 2,802,334
<INVESTMENTS-MARKET> 2,808,131 2,808,131
<LOANS> 11,438,836 11,438,836
<ALLOWANCE> 45,700 45,700
<TOTAL-ASSETS> 15,650,791 15,650,791
<DEPOSITS> 10,971,018 10,971,018
<SHORT-TERM> 1,366,253 1,366,253
<LIABILITIES-OTHER> 405,142 405,142
<LONG-TERM> 1,951,605 1,951,605
0 0
0 0
<COMMON> 250,552 250,552
<OTHER-SE> 760,221 760,221
<TOTAL-LIABILITIES-AND-EQUITY> 15,650,791 15,650,791
<INTEREST-LOAN> 215,014 787,813
<INTEREST-INVEST> 63,245 225,930
<INTEREST-OTHER> 0 0
<INTEREST-TOTAL> 278,259 1,043,743
<INTEREST-DEPOSIT> 126,010 476,087
<INTEREST-EXPENSE> 174,561 655,237
<INTEREST-INCOME-NET> 103,698 388,506
<LOAN-LOSSES> 808 2,992
<SECURITIES-GAINS> 5,311 19,607
<EXPENSE-OTHER> 66,467 313,503
<INCOME-PRETAX> 58,423 152,582
<INCOME-PRE-EXTRAORDINARY> 37,323 97,182
<EXTRAORDINARY> 0 0
<CHANGES> 0 (43,032)
<NET-INCOME> 37,323 54,150
<EPS-PRIMARY> 1.17 1.69
<EPS-DILUTED> 1.17 1.69
<YIELD-ACTUAL> 7.60 7.56
<LOANS-NON> 38,968 38,968
<LOANS-PAST> 36,342 36,342
<LOANS-TROUBLED> 7,119 7,119
<LOANS-PROBLEM> 12,595 12,595
<ALLOWANCE-OPEN> 48,000 35,400
<CHARGE-OFFS> 3,620 8,019
<RECOVERIES> 512 2,564
<ALLOWANCE-CLOSE> 45,700 45,700
<ALLOWANCE-DOMESTIC> 45,700 45,700
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 44,069 44,069
</TABLE>
