<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1999
Commission File Number: 0-26876
OAK HILL FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
OHIO 31-1010517
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
14621 STATE ROUTE 93
JACKSON, OHIO 45640
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (740) 286-3283
Check whether the issuer (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
--- ---
As of May 7, 1999, the latest practicable date, 4,369,015 shares of the
registrant's common stock, $.50 stated value, were issued and outstanding.
<PAGE> 2
<TABLE>
Oak Hill Financial, Inc.
TABLE OF CONTENTS
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
Consolidated Statements of Financial Condition 3
Consolidated Statements of Earnings 4
Consolidated Statements of Comprehensive Income 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 8
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
Item 3: Quantitative and Qualitative Disclosures About Market Risk 13
PART II - OTHER INFORMATION
Item 1: Legal Proceedings 14
Item 2: Changes in Securities and Use of Proceeds 14
Item 3: Default Upon Senior Securities 14
Item 4: Submission of Matters to a Vote of Security Holders 14
Item 5: Other Information 15
Item 6: Exhibits and Reports on Form 8-K 15
Signatures
</TABLE>
-2-
<PAGE> 3
<TABLE>
OAK HILL FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 1999 1998
<S> <C> <C>
Cash and due from banks $ 9,011 $ 10,100
Federal funds sold 11,871 9,687
Investment securities designated as available for sale - at market 54,606 57,143
Loans receivable - net 346,839 340,143
Loans held for sale - at lower of cost or market 86 550
Office premises and equipment - net 5,790 5,717
Federal Home Loan Bank stock - at cost 2,904 2,855
Accrued interest receivable 2,701 2,705
Prepaid expenses and other assets 478 176
Prepaid federal income tax - 152
Deferred federal income tax asset 878 751
-------- --------
Total assets $435,164 $429,979
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $370,933 $366,090
Securities sold under agreements to repurchase 979 940
Advances from the Federal Home Loan Bank 22,389 23,784
Accrued interest payable and other liabilities 1,854 1,695
Federal income taxes payable 636 -
-------- --------
Total liabilities 396,791 392,509
Stockholders' equity
Common stock - $.50 stated value; authorized 5,000,000 shares,
4,415,865 shares issued 2,208 2,208
Additional paid-in capital 4,106 4,106
Retained earnings 32,896 31,718
Treasury stock (48,100 shares at cost) (755) (755)
Unrealized gains (losses) on securities designated as available
for sale, net of related tax effects (82) 193
-------- --------
Total stockholders' equity 38,373 37,470
-------- --------
Total liabilities and stockholders' equity $435,164 $429,979
======== ========
</TABLE>
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<PAGE> 4
<TABLE>
OAK HILL FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
For the three months ended March 31,
(In thousands, except share data)
<CAPTION>
1999 1998
<S> <C> <C>
Interest income
Loans $7,717 $6,672
Investment securities 871 802
Interest-bearing deposits and other 160 160
------ ------
Total interest income 8,748 7,634
Interest expense
Deposits 3,706 3,343
Borrowings 352 311
------ ------
Total interest expense 4,058 3,654
------ ------
Net interest income 4,690 3,980
Provision for losses on loans 303 277
------ ------
Net interest income after
provision for losses on loans 4,387 3,703
Other income
Gain on sale of loans 159 144
Gain on investment securities transactions 5 14
Service fees, charges and other operating 422 358
------ ------
Total other income 586 516
General, administrative and other expense
Employee compensation and benefits 1,534 1,288
Occupancy and equipment 317 309
Federal deposit insurance premiums 18 15
Franchise taxes 123 127
Other operating 606 559
------ ------
Total general, administrative
and other expense 2,598 2,298
------ ------
Earnings before income taxes 2,375 1,921
Federal income taxes
Current 788 521
Deferred 15 94
------ ------
Total federal income taxes 803 615
------ ------
NET EARNINGS $1,572 $1,306
====== ======
EARNINGS PER SHARE
Basic $ .36 $ .30
====== ======
Diluted $ .35 $ .29
====== ======
</TABLE>
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<PAGE> 5
<TABLE>
OAK HILL FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three months ended March 31,
(In thousands)
<CAPTION>
1999 1998
<S> <C> <C>
Net earnings $1,572 $1,306
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities
designated as available for sale (272) 77
Reclassification adjustment for realized
(gains) losses included in net earnings (3) (9)
------ ------
Comprehensive income $1,297 $1,374
====== ======
</TABLE>
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<PAGE> 6
<TABLE>
OAK HILL FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31,
(In thousands)
<CAPTION>
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net earnings for the period $ 1,572 $ 1,306
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation and amortization 129 136
Amortization of premiums and discounts
on investment securities - net 34 17
Amortization of deferred loan origination costs 105 101
Federal Home Loan Bank stock dividends (49) (47)
Loans originated for sale in secondary market (7,873) (9,520)
Proceeds from sale of loans in the secondary market 8,425 9,048
Gain on sale of loans (88) (96)
Provision for losses on loans 303 277
Gain on investment securities transactions (5) (14)
Gain on sale of office equipment - (4)
Increase (decrease) in cash due to changes in:
Accrued interest receivable 4 191
Prepaid expenses and other assets (302) (270)
Accrued expenses and other liabilities 159 742
Federal income taxes
Current 788 (188)
Deferred 15 94
-------- --------
Net cash provided by operating activities 3,217 1,773
Cash flows provided by (used in) investing activities:
Loan principal repayments 39,936 38,386
Loan disbursements (47,040) (44,683)
Principal repayments on mortgage-backed securities 628 306
Proceeds from maturity and redemption of investment securities 10,745 6,000
Purchase of office premises and equipment (202) (83)
Proceeds from sale of office equipment - 4
Purchase of investment securities
designated as available for sale (9,282) (6,385)
Increase in federal funds sold - net (2,184) (8,380)
-------- --------
Net cash used in investing activities (7,399) (14,835)
-------- --------
Net cash used in operating and investing
activities (balance carried forward) (4,182) (13,062)
-------- --------
</TABLE>
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<PAGE> 7
<TABLE>
OAK HILL FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the three months ended March 31,
(In thousands)
<CAPTION>
1999 1998
<S> <C> <C>
Net cash used in operating and investing
activities (balance brought forward) $(4,182) $(13,062)
Cash flows provided by (used in) financing activities:
Proceeds from securities sold under agreement to repurchase 39 671
Net increase in deposit accounts 4,843 19,201
Proceeds from Federal Home Loan Bank advances 540 975
Repayment of Federal Home Loan Bank advances (1,935) (9,156)
Proceeds from issuance of shares under stock option plan - 10
Dividends paid on common shares (394) (282)
------- --------
Net cash provided by financing activities 3,093 11,419
------- --------
Net decrease in cash and cash equivalents (1,089) (1,643)
Cash and cash equivalents at beginning of period 10,100 9,840
------- --------
Cash and cash equivalents at end of period $ 9,011 $ 8,197
======= ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Federal income taxes $ - $ -
======= ========
Interest on deposits and borrowed money $ 4,170 $ 3,662
======= ========
Supplemental disclosure of noncash investing activities:
Unrealized gains (losses) on securities designated as available
for sale, net of related tax effects $ (275) $ 68
======= ========
Recognition of mortgage servicing rights in
accordance with SFAS No. 125 $ 71 $ 48
======= ========
</TABLE>
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<PAGE> 8
OAK HILL FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements
were prepared in accordance with instructions for Form 10-Q and,
therefore, do not include information or footnotes necessary for a
complete presentation of financial position, results of operations and
cash flows in conformity with generally accepted accounting principles.
Accordingly, these financial statements should be read in conjunction
with the consolidated financial statements and notes thereto of the
Company included in the Annual Report on Form 10-K for the year ended
December 31, 1998. However, all adjustments (consisting only of normal
recurring accruals) which, in the opinion of management, are necessary
for a fair presentation of the consolidated financial statements have
been included. The results of operations for the three month periods
ended March 31, 1999 and 1998, are not necessarily indicative of the
results which may be expected for the entire year.
2. Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries the Bank and Action
Finance Company ("Action"). Action was incorporated during 1997 for the
purpose of conducting consumer finance lending operations. Action began
such operations during 1998 using two separate office locations. All
significant intercompany balances and transactions have been
eliminated.
3. Earnings Per Share
------------------
Basic earnings per share is computed based upon the
weighted-average shares outstanding during the period, adjusted for a 5
for 4 stock dividend which was declared on April 28, 1998.
Weighted-average common shares outstanding totaled 4,367,765 and
4,398,418 for the three month periods ended March 31, 1999 and 1998,
respectively. Diluted earnings per share is computed taking into
consideration common shares outstanding and dilutive potential common
shares to be issued under the Company's stock option plan.
Weighted-average common shares deemed outstanding for purposes of
computing diluted earnings per share totaled 4,448,146 and 4,477,867
for the three month periods ended March 31, 1999 and 1998,
respectively. There were 80,381 and 79,449 incremental shares related
to the assumed exercise of stock options in the computation of diluted
earnings per share for the three month periods ended March 31, 1999 and
1998, respectively.
4. Effects of Recent Accounting Pronouncements
-------------------------------------------
In June 1998, the Financial Accounting Standards
Board (the "FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which requires entities to recognize all derivatives in
their financial statements as either assets or liabilities measured at
fair value. SFAS No. 133 also specifies new methods of accounting for
hedging activities, prescribes the items and transactions that may be
hedged, and specifies detailed criteria to be met to qualify for
hedging accounting.
The definition of derivative financial instruments is complex,
but in general, it is an instrument with one or more underlyings, such
as interest rate or foreign exchange rate, that is applied to a
notional amount, such as an amount of currency, to determine the
settlement amount(s). It generally requires no initial investment and
can be settled net or by delivery of an asset that is readily
convertible to cash. SFAS No. 133 applies to derivatives embedded in
other
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<PAGE> 9
OAK HILL FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. Effects of Recent Accounting Pronouncements (continued)
-------------------------------------------------------
contracts, unless the underling of the embedded derivative is clearly
and closely related to the host contract. SFAS No. 133 is effective for
fiscal years beginning after June 15, 1999. On adoption, entities are
permitted to transfer held-to-maturity debt securities to an
available-for-sale or trading category without calling into question
their intent to hold other debt securities to maturity in the future.
SFAS No. 133 is not expected to have a material impact on the Company's
financial statements.
5. Year 2000 Compliance Matters
----------------------------
As with all providers of financial services, the Company's
operations are heavily dependent on information technology systems. The
Bank and Action are addressing the potential problems associated with
the possibility that the computers that control or operate the Bank's
and Action's information technology system and infrastructure may not
be programmed to read four-digit date codes and, upon arrival of the
year 2000, may recognize the two-digit code "00" as the year 1900,
causing systems to fail to function or to generate erroneous data. The
Bank and Action are working with the companies that supply or service
its information technology systems to identify and remedy any year 2000
related problems.
In 1997, the Company developed a three phase program within
the guidelines of the Federal Financial Institutions Examination
Council (the "FFIEC"). Phase I Awareness and Assessment was to define
the problem, to establish a committee to oversee the project, to
develop an overall strategy, to identify all aspects that could be
affected by the year 2000, to recognize vendor responsibilities, and to
formulate contingency plans. Phase II Renovation is to upgrade and
replace equipment as necessary. Phase I and Phase II were largely
completed by December 31, 1998. During the phases the following systems
were considered to be mission critical: Peerless 21 software, ISBO
Link, and Fedline. Peerless 21 is the Bank's main processing system,
while ISBO Link is the Bank's connection with the Independent State
Bank of Ohio. The ISBO Link processes wires, credit card applications,
and fed funds. Fedline is the Bank's connection with the Federal
Reserve Bank. Wires, automated clearing house (ACH), treasury tax and
loan, and payer services are mission critical applications processed on
the Fedline. The Company is in the process of upgrading these systems
as necessary. However, should any of these mission critical systems
fail to be year 2000 ready, contingency plans to warehouse
transactions, to correspond with ISBO and the Federal Reserve via
telephone and fax, and to manually process payer services and ACH are
in place and to be used until such time that the year 2000 errors can
be corrected. Phase III Validation, which began during the fourth
quarter of 1998 was substantially completed at March 31, 1999. In this
phase, systems and equipment were tested to ensure year 2000 readiness.
The Company believes to ensure year 2000 readiness,
approximately $120,000 in costs will be incurred. Approximately 25% of
the costs were incurred as of March 31, 1999, while the remaining
amount is expected to be incurred during the remainder of 1999.
Although the Company believes the estimate is reasonable at this time,
if the Bank and/or Action is ultimately required to purchase
replacement computer systems, programs and/or equipment, or incur
substantial expense to make their systems, programs, and/or equipment
year 2000 ready, the Company's net earnings and financial condition
could be adversely affected.
- 9 -
<PAGE> 10
OAK HILL FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. Year 2000 Compliance Matters (continued)
----------------------------------------
In addition to possible expense related to its own systems,
the Bank and/or Action could incur losses if loan payments are delayed
due to year 2000 problems affecting any major borrowers in their
primary market areas. Because their loan portfolios are highly
diversified with regard to individual borrowers and types of
businesses, and their primary market areas are not significantly
dependent upon any one employer or industry, they do not expect any
significant or prolonged difficulties that will affect net earnings or
cash flow.
6. Other Events
------------
On March 11, 1999, the Company announced the signing of a
definitive agreement for the acquisition of Towne Financial Corporation
("Towne"). Under terms of the agreement, the Company will exchange
4.125 shares of its common stock for each of the 222,100 shares of
Towne stock , resulting in a transaction valued at approximately $17.6
million. The combination will be accounted for as a
pooling-of-interests. At March 31, 1999, Towne reported total assets of
$122.3 million, total deposits of $98.4 million, and stockholders'
equity of $9.5 million. The transaction is expected to be completed
during the third quarter of 1999, subject to the approval of both the
Company's and Towne's shareholders and subject to regulatory approval.
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<PAGE> 11
OAK HILL FINANCIAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Discussion of Financial Condition Changes from December 31, 1998 to March 31,
- -----------------------------------------------------------------------------
1999
- ----
At March 31, 1999, the Company had total assets of $435.2 million, an
increase of approximately $5.2 million, or 1.2%, over December 31, 1998 levels.
The increase in total assets was funded primarily by growth in the deposit
portfolio of $4.8 million and undistributed net earnings of $1.2 million, which
were partially offset by a decrease in Federal Home Loan Bank advances of $1.4
million.
Cash, federal funds sold and investment securities totaled $75.5
million at March 31, 1999, a decrease of $1.4 million, or 1.9%, from December
31, 1998 levels. During the three months ended March 31, 1999, management
purchased $9.3 million of investment securities, while $11.4 million of
securities matured or were called. Securities purchased consisted primarily of
U.S. treasury notes and U.S. government agency securities. The increase reflects
management's efforts to maintain adequate levels of liquidity while maximizing
yield on short-term investments.
Loans receivable and loans held for sale totaled $346.9 million at
March 31, 1999, an increase of $6.2 million, or 1.8%, over the total at December
31, 1998. Loan disbursements totaled approximately $54.9 million during the 1999
three month period, while principal repayments and sales amounted to $39.9
million and $8.3 million, respectively. Loan disbursements increased by
$710,000, or 1.3%, during the 1999 period, as compared to the three month period
in 1998. Loans originated in 1999 were primarily comprised of commercial loans
and 1-4 family residential loans.
The Company's allowance for loan losses amounted to $4.4 million at
March 31, 1999, an increase of $76,000 or 1.8% over the total at December 31,
1998. The allowance for loan losses represented 1.25% of the total loan
portfolio at March 31, 1999 and December 31, 1998. The Company's allowance
represented 287.5% and 272.8% of non-performing loans, which totaled $1.5
million and $1.6 million at March 31, 1999 and December 31, 1998, respectively.
The deposit portfolio totaled $370.9 million at March 31, 1999, an
increase of $4.8 million, or 1.3%, over December 31, 1998 levels. Proceeds from
deposit growth were utilized to fund loan originations and to repay advances
from the Federal Home Loan Bank. The increase resulted primarily from
management's marketing efforts and continued growth at newer branch facilities.
The Bank is required to maintain minimum regulatory capital pursuant to
federal regulations. At March 31, 1999, the Bank's regulatory capital
substantially exceeded all regulatory capital requirements.
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<PAGE> 12
OAK HILL FINANCIAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For the three month periods ended March 31, 1999 and 1998
Comparison of Results of Operations for the Three Month Periods Ended March 31,
- -------------------------------------------------------------------------------
1999 and 1998
- -------------
General
- -------
Net earnings for the three months ended March 31, 1999 totaled $1.6
million, an increase of $266,000, or 20.4%, over the $1.3 million in net
earnings reported in the comparable 1998 period. The increase in earnings in the
1999 period is primarily attributable to a $684,000 increase in net interest
income after provision for losses on loans and a $70,000 increase in other
income, which were partially offset by a $300,000 increase in general,
administrative and other expenses and an increase in the federal income tax
provision of $188,000.
Net Interest Income
- -------------------
Total interest income for the three months ended March 31, 1999
increased by $1.1 million, or 14.6%, generally reflecting the effects of growth
in average interest-earning assets from $353.0 million to $417.6 million for the
three month periods ending March 31, 1998 and 1999, respectively, which was
partially offset by a decrease in weighted-average yield from 8.77% in the 1998
period to 8.50% in the 1999 period. Similarly, total interest expense increased
for the three months ended March 31, 1999 by $404,000, or 11.1%, also reflecting
the growth in average interest-bearing liabilities from $306.9 million to $354.7
million; however, the weighted-average cost of funds decreased from 4.94% in the
1998 period to 4.64% in the 1999 period.
As a result of the foregoing changes in interest income and interest
expense, net interest income increased by $710,000, or 17.8%, for the three
months ended March 31, 1999, as compared to the comparable quarter in 1998. The
interest rate spread amounted to 3.86% and 3.83% for the three months ended
March 31, 1999 and 1998, while the net interest margin totaled 4.56% and 4.57%
for the three months ended March 31, 1999 and 1998, respectively.
Provision for Losses on Loans
- -----------------------------
The provision for losses on loans totaled $303,000 for the three months
ended March 31, 1999, an increase of $26,000 over the comparable 1998 period.
The provision was primarily attributable to growth in the loan portfolio
year-to-year.
Although management believes that it uses the best information
available in providing for possible loan losses and believes that the allowance
is adequate at March 31, 1999, future adjustments to the allowance could be
necessary and net earnings could be affected if circumstances and/or economic
conditions differ substantially from the assumptions used in making the initial
determinations.
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<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For the three month periods ended March 31, 1999 and 1998
Comparison of Results of Operations for the Three Month Periods Ended March 31,
- -------------------------------------------------------------------------------
1999 and 1998 (continued)
- -------------------------
Other Income
- ------------
Other income for the three months ended March 31, 1999, totaled
$586,000, an increase of $70,000, or 13.6%, over the $516,000 reported in the
comparable 1998 period. The increase resulted from a $64,000, or 17.9% increase
in service fees, charges and other operating income and an increase of $15,000,
or 10.4% in gain on sale of loans, which were partially offset by a $9,000
decrease in gain on sale of investments.
General, Administrative and Other Expense
- -----------------------------------------
General, administrative and other expense increased for the three
months ended March 31, 1999 by $300,000, or 13.1%. The increase was due
primarily to a $246,000, or 19.1%, increase in employee compensation and
benefits, an increase in occupancy and equipment expense of $8,000, or 2.6%, and
an increase in federal deposit insurance premiums of $3,000, or 20.0%, which
were partially offset by a $4,000, or 3.1% decrease in franchise taxes. Other
operating expenses also increased year-to-year by $47,000, or 8.4%.
The increase in employee compensation and benefits is due primarily to
additional staffing levels, primarily related to the start-up of the Action
subsidiary, coupled with normal merit increases, which were partially offset by
an increase in deferred costs related to greater lending volume year-to-year.
The increase in occupancy and equipment expense resulted primarily from expenses
related to the addition of new branch facilities. The increase in other
operating expenses is primarily attributable to costs incurred in connection
with the inception of the Action subsidiary, coupled with the Company's overall
growth year to year.
Federal Income Taxes
- --------------------
The provision for federal income taxes increased by $188,000, or 30.6%,
during the three months ended March 31, 1999, as compared to the same period in
1998. The effective tax rates for the three month periods ended March 31, 1999
and 1998 were 33.8% and 32.0%, respectively.
ITEM 3: Quantitative and Qualitative Disclosures About Market Risk
- ------- ----------------------------------------------------------
Not applicable.
- 13 -
<PAGE> 14
OAK HILL FINANCIAL, INC.
PART II
ITEM 1. Legal Proceedings
-----------------
Not applicable
ITEM 2. Changes in Securities
---------------------
Not applicable
ITEM 3. Defaults Upon Senior Securities
-------------------------------
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The Company held its 1999 Annual Meeting of Stockholders
April 27, 1999. Holders of 3,812,803 Common Shares of the
Company were present representing 87.29% of the Company's
4,367,765 Common Shares outstanding.
(b) and (c) The following persons were elected Class I members of the
Company's Board of Directors to serve until the 2001 Annual
Meeting or until their successors are duly elected and
qualified. Each person received the number of votes for or
the number of votes with authority withheld indicated
below.
<TABLE>
<CAPTION>
Name Votes For Votes Withheld
---- --------- --------------
<S> <C> <C>
Evan E. Davis 3,774,877 37,926
John D. Kidd 3,774,702 38,101
Richard P. LeGrand 3,774,877 37,926
D. Bruce Knox 3,774,627 38,176
C. Clayton Johnson 3,772,752 40,051
</TABLE>
The continuing Class II Directors, whose terms expire at the
2000 Annual Meeting are: Barry M. Dorsey, Ph.D., Rick A.
McNelly, Donald R. Seigneur, and H. Grant Stephenson.
The proposal for the amendment to the Company's Third Amended
and Restated Articles of Incorporation, which increases the
authorized Common Stock of the Company from 5,000,000 to
15,000,000 shares, was approved with 3,721,468 votes FOR,
75,533 votes AGAINST, and 15,802 votes ABSTAIN.
The proposal for the amendment to the Company's 1995 Stock
Option Plan, which increases the number of shares of the
Company's Common Stock issuable upon exercise of stock options
under the Company's 1995 Stock Option Plan from 500,000 to
800,000 shares, was approved with 2,818,579 votes FOR, 93,038
votes AGAINST, and 20,827 votes ABSTAIN.
The proposal for the ratification of the appointment of Grant
Thornton, LLP as independent auditors for the Company for the
fiscal year ending December 31, 1999, was approved with
3,797,650 votes FOR, 3,551 votes AGAINST, and 11,602 votes
ABSTAIN.
- 14 -
<PAGE> 15
ITEM 5. Other Information
-----------------
None
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
The Company has filed the following current reports on Form 8-K with
the Securities and Exchange Commission:
(a) Form 8-K, dated March 11, 1999, filed with the Securities and
Exchange Commission on March 15, 1999, filed, as amended, on
March 18,1999.
(b) Form 8-K, dated April 6, 1999, filed with the Securities and
Exchange Commission on April 12, 1999.
Exhibits: Financial Data Schedule for the three months ended March 31,
1999.
- 15 -
<PAGE> 16
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 7, 1999 By: /s/ John D. Kidd
----------- ----------------------------
John D. Kidd
President
Date: May 7, 1999 By: /s/ H. Tim Bichsel
----------- ----------------------------
H. Tim Bichsel
Chief Financial Officer
- 16 -
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 8,944
<INT-BEARING-DEPOSITS> 67
<FED-FUNDS-SOLD> 11,871
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 54,606
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 346,925
<ALLOWANCE> 4,427
<TOTAL-ASSETS> 435,164
<DEPOSITS> 370,933
<SHORT-TERM> 0
<LIABILITIES-OTHER> 3,469
<LONG-TERM> 22,389
0
0
<COMMON> 2,208
<OTHER-SE> 36,165
<TOTAL-LIABILITIES-AND-EQUITY> 435,164
<INTEREST-LOAN> 7,717
<INTEREST-INVEST> 871
<INTEREST-OTHER> 160
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</TABLE>
