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Previous: STRONG INSTITUTIONAL FUNDS INC, 485BPOS, 1996-06-27 |
Next: PRUDENTIAL JENNISON FUND INC, 497, 1996-06-27 |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report May 31, 1996
Center Financial Corporation
(Exact Name of Registrant as Specified in Its Charter)
Connecticut
(State or Other Jurisdiction of Incorporation)
0-26384
(Commission File Number)
06-1260924
(I.R.S. Employer Identification Number)
60 North Main Street, Waterbury, Connecticut
(Address of Principal Executive Offices)
06702
(Zip Code)
(203) 578 - 7000
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Item 5. Other Events.
Center Financial Corporation (the "Company") is filing this report in
recognition of the completion of the merger of Heritage Bank, a Connecticut
capital stock savings bank, into the Company, a Connecticut bank holding
company. The Company has undertaken this filing in accordance with the terms of
the Agreement and Plan of Merger between the Company and Heritage Bank
("Heritage"), whereby Heritage merged with and into the Company's wholly-owned
subsidiary, Centerbank. It is not the Company's policy to file results of
operations except on a quarterly basis. The Company does not anticipate
routinely filing non-quarterly results of operations; however, it may do so in
accordance with the terms of other merger agreements.
The Company completed the merger of Heritage of Watertown, Connecticut, with and
into Centerbank on April 12, 1996, in a transaction accounted for as a pooling
of interests. The Company exchanged one share of common stock for each 1.4413
shares of Heritage common stock outstanding, in accordance with the terms of the
merger agreement, for a total of 437,539 shares issued in the exchange. There
were no special provisions or tax benefits recorded as a result of the merger.
The accompanying consolidated balance sheet and statement of operations reflects
the Company's financial position as of May 31, 1996 and December 31, 1995, and
its consolidated results of operations for the five months ended May 31, 1996
and 1995, restated to reflect the Company's financial position and its results
of operations on a combined basis with Heritage as of the beginning of the
earliest period presented.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTER FINANCIAL CORPORATION
June 28, 1996 By: /s/Joseph Carlson II
- ----------------- --------------------
(Date) Joseph Carlson II
Vice President and
Chief Financial Officer
<PAGE>
<TABLE>
<CAPTION>
CENTER FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEET
(In thousands, except share amounts)
May 31, December 31,
1996 1995
Assets
<S> <C> <C>
Cash and due from banks $ 68,152 $ 78,909
Federal Funds Sold - 8,895
Federal Home Loan Bank stock 40,989 33,782
Securities available for sale (amortized cost: $383,738 and $211,098
at May 31, 1996 and December 31, 1995, respectively) 380,997 216,893
Securities held to maturity (fair value: $173,116 and $160,437
at May 31, 1996 and December 31, 1995, respectively) 175,693 161,988
------------ ------------
Total securities 597,679 412,663
------------ ------------
First mortgage loans held for sale 210,665 153,173
Loans and leases held for investment (net of allowance for loan and lease losses
of $45,462 and $44,067 at May 31, 1996 and December 31, 1995, respectively) 2,791,387 2,756,860
Real estate owned, net 25,222 26,697
Premises and equipment, net 49,185 48,433
Accrued interest receivable 20,930 22,125
Mortgage servicing rights 76,024 65,461
Excess servicing fees receivable 16,184 15,264
Deferred tax assets, net 16,274 15,399
Acquisition related intangibles 14,492 15,277
Other assets 25,942 22,551
------------ ------------
Total Assets $ 3,912,136 $ 3,641,707
============ ============
Liabilities and Shareholders' Equity
Liabilities:
Demand deposits $ 227,868 $ 223,383
Savings, time and money market deposits 2,426,380 2,361,861
Borrowings 1,002,667 800,100
Other liabilities 26,254 31,646
------------ ------------
Total liabilities 3,683,169 3,416,990
------------ ------------
Shareholders' equity:
Preferred stock - voting; no par value; 1,000,000 authorized
shares; issued and outstanding - none - -
Preferred stock - nonvoting; no par value; 10,000,000
authorized shares; issued and outstanding - none - -
Common stock; par value $1; 75,000,000 authorized shares;
14,949,201 and 14,883,188 shares issued and outstanding
at May 31, 1996 and December 31, 1995, respectively 14,949 14,883
Paid-in capital 182,749 181,977
Retained earnings 32,882 24,526
Net unrealized gain (loss) on securities available for sale,
net of tax effect (1,613) 3,331
------------ ------------
Total shareholders' equity 228,967 224,717
------------ ------------
Total liabilities and shareholders' equity $ 3,912,136 $ 3,641,707
============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTER FINANCIAL CORPORATION
CONSOLIDATED STATEMENT of OPERATIONS
(In thousands, except per share amounts)
Five months ended
------------------------------
May 31, May 31,
1996 1995
------------ ------------
Interest and Dividend Income
<S> <C> <C>
Interest and fees on loans and leases $ 98,310 $ 88,448
Interest on mortgage-backed securities 10,941 13,078
Interest and dividends on other earning assets 1,745 1,285
------------ ------------
Total interest and dividend income 110,996 102,811
------------ ------------
Interest Expense
Interest on deposits 41,409 36,002
Escrow on first mortgage loans 397 265
Interest on borrowings 22,061 19,385
------------ ------------
Total interest expense 63,867 55,652
------------ ------------
Net interest income 47,129 47,159
Provision for loan and lease losses 3,070 2,202
------------ ------------
Net interest income after provision for loan and lease losses 44,059 44,957
------------ ------------
Noninterest Income
Customer service fees 2,843 2,690
Mortgage servicing income, net 4,892 4,758
Gain on sale of loans and servicing rights, net 6,155 995
Gain on sale of securities, net 3,156 596
Gain on sale of branches - 4,889
Other income 2,075 1,133
------------ ------------
Total noninterest income 19,121 15,061
------------ ------------
Noninterest Expenses
Salaries and employee benefits 22,768 22,127
Occupancy and equipment 7,074 7,512
Professional and other services 6,001 5,805
Net cost of real estate owned 2,511 2,693
FDIC and state assessments 178 3,002
Advertising and public relations 1,904 1,609
Restructuring charge 2,689
Other expenses 6,780 4,282
------------ ------------
Total noninterest expenses 47,216 49,719
------------ ------------
Income before income taxes 15,964 10,299
Income tax expense 5,278 3,390
------------ ------------
Net Income $ 10,686 $ 6,909
============ ============
Per share data:
Net Income $ 0.72 $ 0.47
============ ============
Average common shares outstanding 14,915,439 14,724,857
============ ============
</TABLE>
<PAGE>
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