SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 14,1994 FIRST OF AMERICA BANK CORPORATION (Exact name of Registrant as specified in its Charter) Michigan 1-10534 38-1971791 (State or other jurisdiction (Commission (I.R.S. Employer of Incorporation or File Number) Identification No.) Organization) 211 S. Rose, Kalamazoo, Michigan 49007 Address of principal Executive Offices) Registrant's telephone number, including area code 616-376-9000 Item 5. Other Events (1) On June 14, 1994, First of America entered into a definitive agreement to acquire F&C Bancshares, Inc., a $406 million in assets savings and loan holding company based in Port Charlotte, Florida. It is anticipated F&C Bancshares' 3,242,209 common shares will be exchanged tax-free for shares of First of America Common Stock. The exchange ratio will equal $23.25 divided by the average closing price of First of America Common Stock during the last 15 trading days immediately prior to, but not including, the third business day before the completion of the transaction. However, the exchange ratio will not exceed .6436 and will not be less than .5519. On the basis of current market price of First of America Common Stock, the transaction has an indicated value of approximately $72 million. First of America intends to account for the acquisition as a pooling of interests. The acquisition, subject to approval by F&C Bancshares' shareholders and regulatory authorities, is currently expected to be completed by the end of 1994, and will include the merger of F&C Bancshares' subsidiary, First Federal Savings Bank of Charlotte County, into First of America Bank - Florida, F.S.B. Concurrently with the execution of the definitive agreement, First of America and F&C Bancshares executed a Warrant Agreement pursuant to which F&C Bancshares issued a Warrant to First of America entitling First of America to purchase up to 648,400 shares of F&C Bancshares common stock upon the occurence of certain events set forth in the Warrant Agreement. Effective on June 28, 1994, First of America entered into a definitive agreement to acquire Presidential Holding Company, a $224 million in assets savings and loan holding company based in Sarasota, Florida. It is anticipated Presidential's 716,188 common shares will be exchanged tax- free for shares of First of America Common Stock. The exchange ratio will equal $33.25 divided by the average closing price of First of America Common Stock during the last 15 trading days immediately prior to, but not including, the third business day before the completion of the transaction. However, the exchange ratio will not exceed .9837 and will not be less than .8735. On the basis of current market price of First of America Common Stock, the transaction has an indicated value of $24 million. First of America intends to account for the acquisition as a pooling of interests. The acquisition, subject to approval by regulatory authorities, is currently expected to be completed in the fourth quarter 1994 or first quarter 1995, with the merger of Presidential's subsidiary, Presidential Bank, F.S.B., into First of America Bank - Florida, F.S.B. (2) On July 14, 1994, First of America Bank Corporation ("First of America") issued a news release announcing its earnings and related financial information for the second quarter of 1994. The text of the news release and the financial information released with it follow. PRESS RELEASE FIRST OF AMERICA BANK CORP. REPORTS 2ND QUARTER RESULTS; 2ND QTR EARNINGS PER SHARE $.88; AND YTD NET INCOME DOWN 5.7% WITH RETURN ON ASSETS AT 1.04% KALAMAZOO, Mich., July 14, 1994 -- First of America Bank Corporation (NYSE: FOA) today reported second quarter net income of $53.2 million, or $.88 per share, a decrease of 10.8 percent from net income of $59.6 million, or $1.00 per share, reported for the second quarter of 1993. Year-to-date, 1994 net income was $111.5 million, or $1.86 per share, compared with $118.2 million, or $1.98 per share, for the same 1993 period. Daniel R. Smith, chairman and chief executive officer, First of America Bank Corporation, stated, "Our second quarter results were obviously below our expectations. A reduced net interest margin and lower gains on the sales of loans and securities contributed to a reduction in net income when compared with last year. Additionally, unsettled financial markets lowered revenue in several areas. Mortgage banking revenues declined along with the drop in mortgage refinancing activity and mutual fund sales have flattened. These revenue shortfalls occurred while we were taking deliberate steps to expand these lines of business. We planned our added investment in these businesses because we believe that they are important to our long term earnings potential and growth in shareholder value. "There is good news to report," Smith continued. "A large portion of our commercial loans, residential mortgages and credit cards are variable rate loans, and as they continue to reprice over the next few weeks and months, revenues will rise. Our asset quality, always high, has improved even more, and loan growth this quarter was stronger than it has been in several years." Smith said, "This quarter also included our move into Florida -- an exciting development in the history of our company and the opportunity to do business in a rapidly growing area of the country. We have operated our Florida bank now for two and a half months and are on target with our plans to convert their operations to our systems this month. By year-end, we should complete two pending acquisitions which will more than double the size of our presence there. The combined impact of our acquisitions in Florida and Illinois this quarter lowered earnings per share by $.03. "This quarter's results should be kept in perspective," concluded Smith. "Our company is producing revenue growth -- just not as fast as we had hoped. We will continue to scrutinize planned expenses to make sure that they add more immediate benefit. Both for the remainder of 1994 and the long term, the outlook for our company remains positive." Return on average assets was 0.96 percent for the quarter, compared with 1.17 percent in 1993, and for the year-to-date period, it was 1.04 percent versus 1.18 percent last year. Return on average equity was 13.92 percent for the second quarter of 1994 and 14.69 percent for the six-month period, compared with 17.16 percent and 17.35 percent for the respective 1993 periods. Net Interest Income and Net Interest Margin Net Interest Income and Net Interest Margin Net interest income was $234.8 million for the second quarter, an increase of 3.1 percent over last year's $227.7 million. Year- to-date, net interest income increased 3.0 percent to $461.8 million versus $448.2 million in 1993, as a result of a higher level of earning assets. Total loan growth was 9.6 percent, and excluding acquisitions during the last twelve months, it was 8.2 percent. During the second quarter of 1994 excluding acquisitions, residential mortgages grew 10.4 percent, annualized, as variable rate loans were added to the portfolio. Consumer loans were up 30.5 percent, annualized, for the quarter and 22.7 percent for the year. Commercial loans grew 11.9 percent, annualized, for the quarter. The net interest margin for the second quarter was 4.65 percent down from 4.92 percent in 1993. For the six-month period, the net interest margin was 4.73 percent compared with 4.92 percent a year ago. Factors compressing the margin were the repricing of a significant portion of the fixed rate credit card portfolio, growth in other consumer loans at aggressive pricing levels and the run-up in short term rates since March. In addition, the thrift deposits added in Illinois and Florida this year lowered the second quarter net interest margin by 7 basis points compared with a year ago and the year-to-date margin by 4 basis points. Non-interest Income Non-interest Income Non-interest income was up only slightly for the quarter and 3.7 percent for the six-month period. Both gains on the sale of securities and gains on the sale of residential mortgages were lower in 1994, while trust and financial services income, mortgage servicing income and credit card fees continued to grow. Traditional trust fees were up 8.0 percent for the quarter and 7.4 percent for the six-month period. Financial service fees from cash management, brokerage and investment management were $5.3 million in the second quarter of 1994 versus $5.4 million a year ago; for the six-month period they increased 6.5 percent to $10.8 million in 1994 compared with $10.1 million last year. Income from mortgage banking activities was affected by the decreased refinancing activity, which more than offset the continued growth in the servicing portfolio. Mortgage servicing income increased to $2.4 million for the quarter, up 40.4 percent from a year ago, and for the six-month period, was $4.5 million, up 27.6 percent from last year. Residential mortgage originations during the second quarter of 1994 were $598 million versus $756 million a year ago, while gains on the sale of such loans were $1.9 million compared with $5.8 million. Year-to-date, the impact of gains on the sale of loans was $0.09 per share, down from $0.13 per share in 1993. Credit card fees increased, following the growth of the revolving loan portfolio. The fees, totaling $10.2 million in the second quarter of 1994 and $19.7 million in the six-month period, were up 9.1 percent and 10.2 percent, respectively. Gains on the sale of securities were $1.2 million in the second quarter, or $0.01 per share, compared with $2.5 million, or $0.03 per share, a year ago. For the year-to-date period, the gains were $0.09 per share versus $0.11 per share last year. Non-interest expense Non-interest expense Total non-interest expense increased 7.0 percent for the quarter and 6.8 percent for the year-to-date period, as a result of acquisitions, other expansion initiatives and developmental costs. Second quarter's increase of $13.3 million over last year included $5.7 million in costs and intangible amortization from the added operations of the Florida bank, LGF Bancorp, and Citizens Federal branches and $3.9 million from business line development and other expansion initiatives. Excluding these costs, non-interest expense for the quarter increased 2.0 percent. As a percent of average assets, annualized, non- interest expense was 3.69 percent for the second quarter of 1994 versus 3.75 percent a year ago and was level at 3.76 percent for the year-to-date periods for both years. The efficiency ratio for the second quarter was 66.23 percent in 1994 and 63.19 percent in 1993, as a result of the higher non- interest expense and the lower net interest margin. For the year-to-date periods, the efficiency ratio was 65.22 percent in 1994 and 62.76 percent in 1993. Year-to-date, the 246 basis point increase in the efficiency ratio was due in part to the net interest margin deterioration (194 basis points) and lower gains on the sales of securities and loans (53 basis points). Asset Quality Asset Quality Asset quality, previously at a strong level, improved even further with non-performing assets at 0.73 percent of total assets compared with 0.85 percent last year. Net charge-offs as a percent of average loans also decreased to 0.41 percent for the second quarter versus 0.47 percent a year ago. The allowance coverage of non-performing loans increased to 163 percent compared with 152 percent last year. The provision for loan losses was $2.5 million higher in the second quarter of 1994 primarily due to loan growth. Outlook Outlook Thomas W. Lambert, executive vice president and chief financial officer, commented, "We are especially pleased that loan growth seemed to strengthen progressively during the last quarter. With continued loan growth and the existing higher rate environment, the net interest margin should improve over the rest of the year. Revenue growth should outpace expense growth by a wider margin as well. Last year the company earned $4.14 per share and if current trends continue, we believe that we will be able to reach, or perhaps slightly exceed, that level of earnings for 1994." First of America Bank Corporation, headquartered in Kalamazoo, Michigan, is one of the largest bank holding companies in the Midwest with assets of over $23 billion. First of America has 611 offices in Michigan, Illinois, Indiana and Florida that serve over 325 communities. The banks engage in commercial banking, retail banking and mortgage banking, and provide trust and other financial services. Based on net income, profitability and size of franchise, First of America is ranked among the top 35 banking companies in the United States. FIRST OF AMERICA BANK CORPORATION Financial Highlights Three Months Ended June 30, --------------------------- ($ in thousands, except per 1994 1993 % Change share data) ------- ------- --------- NET INCOME 53,204 59,622 (10.8) EARNINGS PER SHARE Primary 0.88 1.01 (12.9) Fully Diluted 0.88 1.00 (12.0) PROFITABILITY RATIOS Net interest margin (FTE) 4.65 4.92 Return on average assets 0.96 1.17 Return on average total equity 13.92 17.16 Efficiency Ratio 66.23 63.19 Burden Ratio 2.43 2.39 Six Months Ended June 30, --------------------------- 1994 1993 % Change ------- ------- --------- NET INCOME 111,524 118,220 (5.7) EARNINGS PER SHARE Primary 1.86 2.00 (7.0) Fully Diluted 1.86 1.98 (6.1) PROFITABILITY RATIOS Net interest margin (FTE) 4.73 4.92 Return on average assets 1.04 1.18 Return on average total equity 14.69 17.35 Efficiency Ratio 65.22 62.76 Burden Ratio 2.39 2.35 Twelve Months Ended June 30, ------------------------------------ Ongoing Operations 1994 1993 1993 % Change ------- ------- --------- ------- NET INCOME 240,689 211,833 237,724 1.2 EARNINGS PER SHARE Primary 4.05 3.60 4.05 -- Fully Diluted 4.02 3.55 3.97 1.3 PROFITABILITY RATIOS Net interest margin (FTE) 4.77 4.96 4.96 Return on average assets 1.13 1.06 1.19 Return on average total equity 16.14 15.70 17.33 Efficiency Ratio 63.95 64.54 62.38 Burden Ratio 2.32 2.47 2.34 FIRST OF AMERICA BANK CORPORATION Financial Highlights At June 30, -------------------- RISK BASED CAPITAL RATIOS 1994 1993 --------- --------- Tier I Capital Ratio 8.49 9.40 Total Capital Ratio 10.77 11.90 At June 30, -------------------- NON-PERFORMING ASSETS 1994 1993 --------- --------- Non-accrual loans 116,103 107,576 Restructured loans 9,686 12,037 Other real estate owned 42,467 53,950 Total non-performing assets --------- --------- Total non-performing assets 168,256 173,563 ========= ========= 90 days past due loans 10,763 36,528 Non-performing assets to loans plus OREO 1.10 1.25 Non-performing assets as a % of total assets 0.73 0.85 At June 30, -------------------- ASSET QUALITY RATIOS 1994 1993 --------- --------- Allowance to total loans 1.34 1.31 Coverage of non-performing loans 162.55 151.93 Coverage of non-performing assets 121.52 104.70 At June 30, -------------------- ALLOWANCE FOR LOAN LOSSES 1994 1993 --------- --------- Year-to-Date Balance, beginning of period 188,664 176,793 Operating provision 43,109 43,802 Net charge-offs (29,502) (39,119) Allowance of purchased/(sold) banks 2,194 253 --------- --------- Balance, June 30 204,465 181,729 ========= ========= Annualized net charge-offs to average loans 0.41 0.58 FIRST OF AMERICA BANK CORPORATION Financial Highlights Consolidated Statements of Earnings Three Months Ended June 30, Six Months Ended June 30, ----------------------------------- ----------------------------------- ($ in thousands, except per share 1994 1993 % Change 1994 1993 % Change data) ----------- ----------- --------- ----------- ----------- --------- Total Interest Income 387,664 382,256 1.4 750,104 759,354 (1.2) Total Interest Expense 152,874 154,561 (1.1) 288,333 311,203 (7.3) ----------- ----------- --------- ----------- ----------- --------- Net Interest Income 234,790 227,695 3.1 461,771 448,151 3.0 Provision for loan losses 22,501 20,029 12.3 43,109 43,802 (1.6) ----------- ----------- --------- ----------- ----------- --------- Net Interest Income After 212,289 207,666 2.2 418,662 404,349 3.5 Provision ----------- ----------- --------- ----------- ----------- --------- Non-interest Income Service charges on deposit 22,292 21,687 2.8 42,600 41,780 2.0 accounts 20,657 19,637 5.2 40,970 38,239 7.1 Trust and financial services 1,216 2,470 (50.8) 8,715 9,692 (10.1) income 25,650 25,644 -- 54,131 51,494 5.1 Investment securities ----------- ----------- --------- ----------- ----------- --------- transactions Other non-interest income Total non-interest income 69,815 69,438 0.5 146,416 141,205 3.7 ----------- ----------- --------- ----------- ----------- --------- Non-interest Expense Personnel 108,873 101,915 6.8 213,495 200,605 6.4 Occupancy and equipment, net 28,262 26,161 8.0 56,603 53,880 5.1 Amortization of intangibles 4,049 2,051 97.4 6,610 4,098 61.3 Other operating expenses 63,216 60,972 3.7 125,550 117,929 6.5 ----------- ----------- --------- ----------- ----------- --------- Total non-interest 204,400 191,099 7.0 402,258 376,512 6.8 expense ----------- ----------- --------- ----------- ----------- --------- Income before income tax expense 77,704 86,005 (9.7) 162,820 169,042 (3.7) Income Tax Expense 24,500 26,383 (7.1) 51,296 50,822 0.9 ----------- ----------- --------- ----------- ----------- --------- Net Income 53,204 59,622 (10.8) 111,524 118,220 (5.7) =========== =========== ========= =========== =========== ========= Net Income Applicable To Common Stock 53,204 57,945 (8.2) 111,524 114,865 (2.9) =========== =========== ========= =========== =========== ========= FTE Adjustment 3,997 5,286 8,589 10,602 Preferred dividends -- 1,677 -- 3,355 Common dividends 24,205 22,855 48,018 42,935 Common dividends per share 0.40 0.40 0.80 0.75 declared Twelve Months Ended June 30, ----------------------------------- ($ in thousands, except per share data) 1994 1993 % Change ----------- ----------- --------- Total Interest Income 1,501,716 1,550,468 (3.1) Total Interest Expense 586,079 653,399 (10.3) ----------- ----------- --------- Net Interest Income 915,637 897,069 2.1 Provision for loan losses 84,021 84,290 (0.3) ----------- ----------- --------- Net Interest Income After Provision 831,616 812,779 2.3 ----------- ----------- --------- Non-interest Income Service charges on deposit accounts 85,468 82,500 3.6 Trust and financial services income 80,021 72,634 10.2 Investment securities transactions 15,776 18,475 (14.6) Other non-interest income 116,130 105,245 10.3 ----------- ----------- --------- Total non-interest income 297,395 278,854 6.6 ----------- ----------- --------- Non-interest Expense Personnel 416,009 401,232 3.7 Occupancy and equipment, net 111,192 110,882 0.3 Amortization of intangibles 11,414 36,639 (68.8) Other operating expenses 250,659 224,851 11.5 ----------- ----------- --------- Total non-interest expense 789,274 773,604 2.0 ----------- ----------- --------- Income before income tax expense 339,737 318,029 6.8 Income Tax Expense 99,048 106,196 (6.7) ----------- ----------- --------- Net Income 240,689 211,833 13.6 =========== =========== ========= Net Income Applicable To Common Stock 237,891 203,675 16.8 =========== =========== ========= FTE Adjustment 21,087 22,745 Preferred dividends 2,798 8,158 Common dividends 94,685 82,726 Common dividends per share declared 1.60 1.45 FIRST OF AMERICA BANK CORPORATION Financial Highlights Consolidated Balance Sheets Quarter Average At June 30, June 30, ------------------------ ------------------------ ($ in thousands, except per share 1994 1993 1994 1993 data) ----------- ----------- ----------- ----------- ASSETS Cash and due from banks 889,900 865,159 894,198 803,327 Federal funds sold and other short 59,985 15,419 68,733 51,709 term investments Securities: Held to maturity 3,113,702 4,619,262 3,077,472 4,630,400 Available for sale 2,950,705 -- 2,646,698 -- Held for sale -- 418,078 -- 550,495 Loans, net of unearned income Consumer 5,572,862 4,540,688 5,380,527 4,412,946 Commercial, financial and 2,226,142 2,092,486 2,190,734 2,130,664 agricultural 3,143,184 2,884,452 3,095,201 2,880,939 Commercial real estate 4,206,142 4,108,527 3,990,807 4,156,486 Residential real estate 70,837 260,269 119,779 176,381 Loans held for sale ----------- ----------- ----------- ----------- Total loans 15,219,167 13,886,422 14,777,048 13,757,416 Less: Allowance for loan losses 204,465 181,729 201,291 180,240 ----------- ----------- ----------- ----------- Net loans 15,014,702 13,704,693 14,575,757 13,577,176 ----------- ----------- ----------- ----------- Total Earning Assets 21,343,559 18,939,181 20,569,951 18,990,020 ----------- ----------- ----------- ----------- Premises and equipment, net 454,449 388,278 443,457 384,761 Intangibles 223,085 122,263 203,984 122,838 Other assets 370,948 347,166 330,452 323,335 ----------- ----------- ----------- ----------- TOTAL ASSETS 23,077,476 20,480,318 22,240,751 20,444,041 =========== =========== =========== =========== LIABILITIES Deposits Non-interest bearing 2,690,516 2,475,687 2,650,609 2,388,731 Other core deposits 7,552,046 6,936,028 7,360,698 6,926,800 CD's - negotiated 1,007,697 835,773 995,154 915,793 Other time deposits 7,871,989 7,626,541 7,835,637 7,710,684 ----------- ----------- ----------- ----------- Total deposits 19,122,248 17,874,029 18,842,098 17,942,008 ----------- ----------- ----------- ----------- Short term borrowings 1,812,869 739,947 1,308,168 652,371 Long term debt 410,689 271,601 348,860 273,975 Other liabilities 210,129 182,907 209,032 181,839 ----------- ----------- ----------- ----------- Total liabilities 21,555,935 19,068,484 20,708,158 19,050,193 ----------- ----------- ----------- ----------- Total interest bearing 18,655,290 16,409,890 17,848,517 16,479,623 liabilities ----------- ----------- ----------- ----------- SHAREHOLDERS' EQUITY Preferred equity -- 74,586 -- 74,586 Common equity 1,521,541 1,337,248 1,532,593 1,319,262 ----------- ----------- ----------- ----------- Total shareholders' 1,521,541 1,411,834 1,532,593 1,393,848 equity ----------- ----------- ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 23,077,476 20,480,318 22,240,751 20,444,041 =========== =========== =========== =========== Shares outstanding Primary 59,171,456 57,134,965 60,141,900 57,448,318 Fully Diluted 59,171,456 59,490,307 60,141,900 59,738,075 Book value per share Primary 25.71 23.41 Fully Diluted 25.71 23.73 Year to Date Average June 30, ------------------------ ($ in thousands, except per share data) 1994 1993 ----------- ----------- ASSETS Cash and due from banks 873,117 810,406 Federal funds sold and other short 82,404 103,669 term investments Securities: Held to maturity 2,603,097 3,976,393 Available for sale 2,724,392 -- Held for sale -- 987,996 Loans, net of unearned income Consumer 5,228,910 4,344,050 Commercial, financial and 2,164,018 2,132,933 agricultural 3,063,324 2,874,895 Commercial real estate 3,886,400 4,144,222 Residential real estate 193,534 161,718 Loans held for sale ----------- ----------- Total loans 14,536,186 13,657,818 Less: Allowance for loan losses 197,064 178,800 ----------- ----------- Net loans 14,339,122 13,479,018 ----------- ----------- Total earning assets 19,946,079 18,725,876 ----------- ----------- Premises and equipment, net 438,352 380,830 Intangibles 170,771 123,301 Other assets 327,597 310,561 ----------- ----------- TOTAL ASSETS 21,558,852 20,172,174 =========== =========== LIABILITIES Deposits Non-interest bearing 2,597,852 2,360,222 Other core deposits 7,214,740 6,874,462 CD's - negotiated 945,971 895,749 Other time deposits 7,735,707 7,732,037 ----------- ----------- Total deposits 18,494,270 17,862,470 ----------- ----------- Short term borrowings 1,024,717 482,058 Long term debt 308,470 263,328 Other liabilities 200,572 189,985 ----------- ----------- Total liabilities 20,028,029 18,797,841 ----------- ----------- Total interest bearing 17,229,605 16,247,634 liabilities ----------- ----------- SHAREHOLDERS' EQUITY Preferred equity -- 74,586 Common equity 1,530,823 1,299,747 ----------- ----------- Total shareholders' equity 1,530,823 1,374,333 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 21,558,852 20,172,174 =========== =========== Shares outstanding Primary 59,957,182 57,393,456 Fully Diluted 59,957,182 59,751,111 Book value per share Primary Fully Diluted FIRST OF AMERICA BANK CORPORATION SUPPLEMENTAL INFORMATION 1994 1993 -------------------- ------------------------------------------ 2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31 --------- --------- --------- --------- --------- --------- Efficiency ratio as reported: 66.23 64.20 62.46 62.93 63.19 62.32 Efficiency ratio assuming a net interest margin of 5.00 percent: 62.52 62.21 60.22 61.80 62.29 61.29 Efficiency ratio assuming a net interest margin of 5.00 percent 62.75 63.71 61.05 62.33 62.79 62.78 and excluding securities gains: ---------------------------------------------------------------------------------------------------- Non-interest expense as a percent percent of average assets: 3.69 3.84 3.63 3.71 3.75 3.78 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, First of America has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRST OF AMERICA BANK CORPORATION REGISTRANT Date: July 14, 1994 /s/ Thomas W. Lambert Thomas W. Lambert Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)