10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 1995 OR [ ] 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 2-76198 FIRST NATIONAL BANKSHARES, INC. (Exact Name of Registrant as Specified in Its Charter) Organized in Louisiana 	 72-0807084 	 (State or Other Jurisdiction 	(IRS Employer Identification No.) of Incorporation or Organization) 600 East Main Street, Houma, Louisiana 70360 (Address of Principal Executive Office - Zip Code) Registrant's telephone number, including area code: (504) 868-1660 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding Common Stock ($2.50 par value)	 2,017,600 shares FIRST NATIONAL BANKSHARES, INC. FORM 10-Q/A INDEX Part I. Financial Information: 	Item 1. Financial Statements 		Consolidated Statements of Condition as of 		 June 30, 1995 (Restated) and December 31, 		 1994 (Restated) 		Consolidated Statements of Income - Three 		 months and six months ended June 30, 		 1995 (Restated) and 1994 		Consolidated Statements of Cash Flows for 		 six months ended June 30, 1995 (Restated) 		 and 1994 	Notes to Consolidated Financial Statements 	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. Other Information: 	Item 4. Submission of Matters to a Vote of Security Holders Item 6. Exhibits and Reports on Form 8-K Signatures FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION (In thousands) 	(Unaudited) 06-30-95 	 12-31-94* (AS RESTATED) (AS RESTATED) ASSETS 	 	 Cash and due from banks 	 $ 7,333 	$ 6,951 Due from financial institutions - Interest- bearing 	 5,574 16,004 Securities held-to-maturity (market value of $54,864 and $53,632 at June 30, 1995 and December 31, 1994, respectively) 55,161 	 56,809 Securities available-for-sale at market value (amortized cost of $17,960 and $11,217 at June 30, 1995 and December 31, 1994, respectively) 	 18,217 	 11,130 Loans 	106,869 	93,663 Less: Reserve for possible loan losses 	 2,784 	 2,855 Net Loans 104,085 	90,808 Premises and equipment 	5,512 	5,732 Other real estate and foreclosed assets, net 	460 	423 Other assets 	 8,081 	 9,150 TOTAL ASSETS 	$204,423 	$197,007 LIABILITIES 	 	 Deposits: 	 	 Non interest-bearing deposits $ 28,091 	$ 27,310 Interest-bearing deposits 	 158,833 	 150,898 Total deposits 	186,924 	178,208 Federal funds purchased & securities sold under repurchase agreements 	 1,167 	 3,634 Accrued interest, taxes and other liabilities 	 928 	951 Notes payable 	0 	89 Dividends payable 	 101 	 202 TOTAL LIABILITIES 	189,120 	183,084 SHAREHOLDERS' EQUITY 	 	 Common stock 	5,044 	5,044 Par value ................................$2.50 	 	 Number of shares authorized .........10,000,000 	 	 Number of shares outstanding ........ 2,017,600 	 	 Additional paid in capital 	 16,454 	16,454 Accumulated deficit 	(4,500) 	(5,483) Net unrealized losses on securities available-for-sale (1,695) 	 (2,003) ESOP - deferred compensation 	 0 	 (89) TOTAL SHAREHOLDERS' EQUITY 	 15,303 	 13,923 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $204,423 	 $197,007 *The statement of condition at December 31, 1994 has been taken from the audited statement of condition at that date. The accompanying notes are an integral part of these statements. 	 	 FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except per share data) 	Three months ended 		Six months ended 	 	06-30-95 	06-30-94 	06-30-95 06-30-94 (AS (AS RESTATED) RESTATED) INTEREST INCOME 	 	 	 	 Interest and fees on loans 	 $2,471 	 $1,901 	$4,713 	$3,781 Interest on securities: 	 	 	 	 U.S. government securities 	1,153 	 1,016 	2,258 	1,938 Mortgage-backed securities 	92 	220 	189 	403 State and municipal securities 	 15 	14 	29 	28 Other securities 	 52 	38 	101 	84 Interest on funds sold 	1 	28 	49 	96 Interest on deposits due from financial institutions 64 	 0 	 211 	 0 Total interest income 	 3,848 	3,217 	7,550 	6,330 INTEREST EXPENSE 	 	 	 	 Interest on deposits 	 1,476 	1,100 	2,814 	2,190 Interest on funds purchased 11 35 	 31 	 50 Total interest expense 	 1,487 	 1,135 	 2,845 	 2,240 Net interest income 	 2,361 	 2,082 	 4,705 	 4,090 Provision for possible loan losses 	 0 	 (500) 0 (500) Net interest income after provision for possible loan losses 	 2,361 	 2,582 	 4,705 	 4,590 NON-INTEREST INCOME 	 	 	 	 Service charges on deposit accounts 	 247 	 244 	 494 493 Other commissions and fees 	76 	84 	151 	161 Other operating income 	 14 	 34 	84 	83 Securities gains (losses) 	 (2) 	(104) 	(3) 	(101) Trust services income 	 107 	 79 	 188 	 158 Total non-interest income 	442 	337 	914 	794 NON-INTEREST EXPENSE 	 	 	 	 Salaries 	744 	701 	1,460 	1,401 Employee benefits 	180 	208 	381 	417 Net occupancy expense 	 153 	173 	315 	328 Equipment expense 	 164 	157 	325 	297 Expense associated with OREO and problem loans 	 57 	 70 	 83 	 169 Other operating expense 	 744 564 	 1,423 	 1,197 Total non-interest expense 2,042 	 1,873 	 3,987 	 3,809 Income before income taxes 	 761 	 1,046 	 1,632 	 1,575 Income taxes 	 256 	 (125) 	 548 	 (146) Net income 	 $ 505 	$1,171 	$1,084 	$1,721 Per share data (based on the weighted average shares outstanding, 2,017,600, during the periods:) 	 	 	 	 Net income 	 $.25 	$.58 	$.54 	$.85 Cash dividends declared 	 $.05 	$.00 	$.05 	$.00 The accompanying notes are an integral part of these statements. 				 FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 	Six months ended June 30, 	 (In Thousands) 	 1995 	1994 (AS RESTATED) CASH FLOWS FROM OPERATING ACTIVITIES: 	 	 Net income 	 $ 1,084 	$ 1,721 Adjustments to reconcile net income to net cash provided by operating activities: 	 	 Depreciation, amortization and accretion 181 	304 Provision for loan losses 	0 	(500) Provision for losses on other real estate 	1 	(33) Deferred income taxes 	538 	(164) Realized (gains) losses on securities 	 3 	101 (Gains) losses on sale of property 	(44) 	74 Increase in accrued interest receivable 	(398) 	(240) Increase in accrued interest payable 	 89 	105 Decrease in other assets 	776 	23 Decrease in other liabilities 	 (112) 	(119) NET CASH PROVIDED BY OPERATING ACTIVITIES 	2,118 	1,272 CASH FLOWS FROM INVESTING ACTIVITIES: 	 	 Proceeds from sales of securities available-for-sale 	 0 	 28,803 Proceeds from maturities and calls of securities - Held-to-maturity 	 1,805 	 23,472 Available-for-sale 	8,256 	11,780 Purchase of securities - 	 	 Held-to-maturity 	0 	(12,738) Available-for-sale 	(14,956) 	(44,972) Loans purchased 	0 	(2,113) Net (increase) decrease in loans 	(13,432) 	786 Net (increase) decrease in short-term investments 10,430 	(1,400) Proceeds from sale of premises, equipment & foreclosed property 	 188 	 396 Purchases of premises and equipment 	(74) 	(269) NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES 	 (7,783) 	3,745 CASH FLOWS FROM FINANCING ACTIVITIES: 	 	 Net increase in non-interest bearing deposits 	 776 	9,519 Net decrease in interest bearing deposits other than certificates of deposits 	 (3,099) 	 (13,935) Increase (decrease) in certificates of deposits 	11,039 	(2,026) Increase (decrease) in short-term borrowings 	(2,467) 	520 Dividends paid 	(202) 	0 NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES 	6,047 (5,922) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 	 382 (905) Cash and cash equivalents at beginning of period 	6,951 	7,262 CASH AND CASH EQUIVALENTS AT END OF PERIOD 	$ 7,333 	 $ 6,357 CASH INTEREST EXPENSE PAID 	$ 2,757 	$ 2,135 The accompanying notes are an integral part of these statements.	 	 FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES JUNE 30, 1995 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1: First National Bankshares, Inc. (the Company) is a bank holding company whose principal subsidiary is the First National Bank of Houma (First National). NOTE 2: The Company adopted Statement of Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of a Loan," effective January 1, 1995. SFAS No. 114 requires the measurement of impaired loans be based on the present value of expected future cash flows discounted at the loan's effective interest rate, or at the loan's observable market price or the fair value of its collateral. SFAS No. 114 does not apply to large groups of smaller balance homogeneous loans that are collectively evaluated for impairment. For the Company, loans collectively evaluated for impairment include all single family mortgage loans, loans to individuals for household, family and other consumer expenditures and commercial, industrial, and real estate loans under a certain dollar amount, excluding loans which have entered the workout process. The adoption of SFAS No. 114 did not result in additional provisions for losses due to the Company's continuing policy of measuring loan impairment based on methods prescribed in SFAS No. 114. The Company considers a loan to be impaired when, based upon current information and events, doubt exists that the Company will be able to collect all amounts due according to the contractual terms of the loan agreement. The Company's impaired loans within the scope of SFAS No. 114 include certain troubled debt restructurings, and performing and nonperforming major loans in which full payment of principal or interest is doubtful. The Company also adopted Statement of Financial Accounting Standards No. 118, "Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures", effective January 1, 1995. This Statement allows a creditor to use existing methods for recognizing interest income on impaired loans and thus the adoption of SFAS No. 114 did not result in any change in the amount of interest income reported. The Company's impaired loans and the related allowance amounted to approximately $1,571,000 and $606,000 at June 30, 1995, respectively. There was no significant change in these amounts during the six months ended June 30, 1995. Interest income recognized on these loans amounted to approximately $7,800 for the six months ended June 30, 1995. NOTE 3: The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures required by generally accepted accounting principles for complete financial statements have been omitted. It is suggested that these interim statements be read in conjunction with the restated financial statements and notes thereto included in the amended 1994 Annual Report on Form 10-K/A of First National Bankshares, Inc. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information shown have been included. The foregoing six months interim results of 1995 are not necessarily indicative of the results of operations of the full year 1995. NOTE 4: Subsequent to the issuance of the Company's 1994 consolidated financial statements, the Company discovered that an error had been made in the calculation of the valuation allowance against its deferred tax asset as of December 31, 1994. As a result, the 1994 consolidated financial statements have been restated from the amounts previously reported to reflect the revised valuation allowance. For the period reflected by these financial statements, the restatement affects the following items: 	December 31, 1994 	 	Other	 Shareholders' 	Assets	 Equity As Originally Reported	 $9,675	 $14,448 Restatement	 (525)	 (525) As Restated	 $9,150	 $13,923 June 30, 1995 	 Other	 Shareholders' 	 Assets	 Equity As Originally Reported	 $8,680	 $15,902	 Restatement	 (599)	 (599) As Restated	 $8,081 	$15,303 	Three Months Ended June 30, 1995	 	Income		 Net	 	Tax	 Net 	Income 	Expense	 Income	 Per Share As Originally Reported	 $182 	$579	 $0.29	 Restatement	 74	 (74) 	(0.04) As Restated	 $256 	$505	 $0.25 	Six Months Ended 	June 30, 1995	 Income 		Net	 	Tax	 Net	 Income 	Expense	 Income	 Per Share As Originally Reported	 $474	 $1,158	 $0.57	 Restatement	 74	 (74) 	(0.04) As Restated	 $548 $1,084 	$0.54 The foregoing changes are reflected throughout these restated financial statements. For an indication of the impact of the restatement on other periods, refer to the restated financial statements for those periods. FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESTATED CONSOLIDATED STATEMENTS OF INCOME AND CHANGES IN FINANCIAL POSITION Introduction The following discussion and analysis of operations for the quarter ending June 30, 1995 highlight the changes in financial position and results of operations of First National Bankshares, Inc. (the Company). The financial position and results of operations of the Company for the period indicated were due primarily to its banking subsidiary, First National Bank of Houma (First National Bank or the Bank). Management's discussion should be read in conjunction with the consolidated financial statements and accompanying notes included in this quarterly report. In late 1995, the Company discovered an error had been made in the calculation of a reduction in the latter part of 1994 of the valuation allowance against the Company's deferred tax asset. The error, which resulted in an understatement of the valuation allowance by $525,000 for the period ending December 31, 1994, related in part to the order of use of tax loss carryforwards from 1987 and 1988 and in part to the order of use of bad debt and other than bad debt tax loss carryforwards from 1990. To correct the error, the Company is restating its financial statements for the periods ending December 31, 1994, March 31, 1995, June 30, 1995, and September 30, 1995 and filing with the Securities and Exchange Commission an amended Annual Report on Form 10-K/A and amended Quarterly Reports on Form 10-Q/A for those periods to reflect the restated financial statements. For the period reflected by this report, the restatement affects the following items: 	December 31, 1994	 	 Other 	Shareholders' Assets 	Equity 	 As Originally Reported	 $9,675	 $14,448	 Restatement	 (525)	 (525) As Restated	 $9,150	 $13,923 June 30, 1995	 Other	 Shareholders' 	Assets	 Equity As Originally Reported	 $8,680	 $15,902	 Restatement	 (599)	 (599) As Restated	 $8,081 	$15,303 	Three Months Ended 	 June 30, 1995	 	Income	 	 Net	 	Tax	 Net	 Income 	Expense	 Income	 Per Share As Originally Reported	 $182 	$579 	$0.29	 Restatement	 74	 (74) 	(0.04) As Restated	 $256 	$505 	$0.25 Six Months Ended 	June 30, 1995	 	Income	 	Net	 	Tax	 Net	 Income 	 Expense	 Income 	Per Share As Originally Reported	 $474 	$1,158 	$0.57	 Restatement	 74	 (74)	 (0.04) As Restated	 $548 	$1,084	 $0.54 The Management's Discussion and Analysis of Financial Condition and Results of Operations that follows and the financial statements included herewith have been amended from the original filing of this report to reflect the foregoing restatement. For a discussion of the impact of the restatement and for restated financial statements for other periods, refer to the amended periodic filings for those periods. Changes in the Company's Consolidated Financial Position During the first half of 1995, loans increased $13,206,000, a 14.10 percent increase from year end 1994. That increase is the result of a significant increase in the demand for loans being generated by a more stable economy in our market place, an officer call program and the success of the Bank's indirect lending program. Proceeds from securities available-for-sale sold during the fourth quarter of 1994 were used to purchase U.S. Treasury obligations in the first half of 1995. This resulted in an increase of $7,087,000 or a 63.7 percent increase in securities available-for-sale. On January 1, 1994, the Company adopted Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities. This Statement required securities to be classified into one of three reporting categories (held-to-maturity, available-for-sale, or trading). Securities classified as held-to-maturity are carried at amortized cost. Those classified as available-for-sale are carried at market value with the unrealized gain or loss (net of income tax effect) reflected as a component of shareholders' equity. Those classified as trading are carried at market value with the unrealized gain or loss reflected in the statement of income. In September and November 1994, the Company reclassified securities with an aggregate amortized cost of $49,324,000 (the "Reclassified Securities") from the available-for-sale portfolio to the held-to-maturity portfolio. The $3,005,000 difference between the estimated market value and the aggregate amortized cost of the Reclassified Securities as of the date of reclassification (the "Unrealized Interim Loss") is being credited back to shareholders' equity over the remaining lives of the securities, which is currently estimated to be 16 years. As of June 30, 1995, the after-tax effect of the remaining Unrealized Interim Loss with respect to the Reclassified Securities was $1,864,000, which contributed to the total $1,695,000 net unrealized loss adjustment to shareholders' equity as of that date. As of December 31, 1994, the after-tax effect of the remaining Unrealized Interim Loss with respect to the Reclassified Securities was $1,945,000. FAS 115 also mandates that investment securities classified as held-to-maturity be carried at amortized cost. Securities classified as held-to-maturity at June 30, 1995 had gross unrealized gains of $417,000 and gross unrealized losses of $3,534,000 ($2,824,000 of which is the unaccredited amount of the Unrealized Interim Loss with respect to the Reclassified Securities as of that date). As of December 31, 1994, gross unrealized gains and gross unrealized losses in the held-to-maturity account were $56,000 and $6,181,000, respectively. At June 30, 1995 and December 31, 1994, other assets included $4,964,000 and $5,661,000, respectively, in deferred tax assets. The reduction in deferred tax assets is attributable to the use by the Company of net operating loss carryforwards during the period. To the extent the Company continues to utilize net operating loss carryforwards in future periods, there will be further reductions in deferred tax assets. Non interest bearing deposits reflects an increase of $781,000, or 2.9 percent, from year end 1994. Interest bearing deposits showed a $7,935,000 increase, a 5.3 percent increase, during the first half of 1995. That increase was the product of the Bank's decision to be more aggressive and competitive with interest rates offered for local interest-bearing deposits plus the accumulation of some temporary funds on deposit at June 30, 1995. Results of the Company's Operations Income before income taxes for the six month period in 1995 increased $57,000, or 3.6 percent, to $1,632,000 compared to $1,575,000 for the first six months of 1994. Net income for the same period was $1,084,000, a decrease of $637,000, or 37.0 percent, from the first six months of 1994. The decrease is directly attributable to the Company recording a $548,000 income tax expense in 1995 as compared to recording a $146,000 credit to income tax expense in the same period in 1994, and to the Company's not recording a credit provision for loan losses in 1995, compared to recording a $500,000 credit provision in the same period in 1994. In 1993, when the Company changed its method of accounting for income taxes from the deferred method to the liability method as required by Statement of Financial Accounting Standard No. 109, it established a valuation allowance against its deferred tax assets. This valuation allowance was established due to the uncertainty of utilizing prior years' net operating loss carryforwards. During 1994, the Company reduced its valuation allowance based upon the likelihood it would utilize prior years' net operating loss carryforwards by $3,979,000 and decreased its income tax expense by the same amount. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. During the first half of 1995, the Company began utilizing its net operating loss carryforwards and reduced deferred tax assets by $538,000. The total provision for income tax expense at June 30, 1995 was $548,000, with $10,000 representing the Company's estimated alternative minimum tax for the period. For the six month period ending June 30, 1995, compared to the same period in 1994, interest income increased $1,220,000 or 19.3 percent, the result of higher rates earned and increased volumes of loans. Interest expense increased $605,000 or 27.0 percent, during the same period. The principal reasons for the increase was the increased balances in interest bearing deposits and higher rates paid. The net effect was an increase in net interest income of $615,000, an improvement of 15.0 percent, for the six month period ending June 30, 1995 compared to the same period in 1994. Non-interest income increased $120,000, a 15.1 percent increase, when comparing the first six months of 1995 to 1994. The increase is directly related to a $30,000 increase in fees for trust services recorded in 1995 and $101,000 in losses recorded from securities transactions in 1994. Non-interest expense increased $178,000 or 4.7 percent during the same period. The increase reflects the net effect of increases in salaries and wages, directors fees and professional fees and decreases in expenses associated with OREO and other problem loans. Nonperforming assets decreased $147,000 or 3.0 percent at June 30, 1995 as compared to December 31, 1994. On June 30, 1995, loans 90 days or more past due, but still accruing interest, included a loan for $1,896,000 that is guaranteed by the Farmers Home Administration. That loan on December 31, 1994 was included in renegotiated loans still accruing. Shown below is a schedule of the Company's nonperforming assets (in thousands): 	06-30-95 	12-31-94 Loans: 		 90 days or more past due, but still accruing interest $2,052 	 $ 64 Renegotiated loans still accruing 	526 	2,444 Nonaccruing 	1,783 	2,037 Total nonperforming loans 	4,361 	4,545 Other real estate and foreclosed property (net of reserves) 460 	 423 Total nonperforming assets 	$4,821 	$4,968 A credit provision for possible loan losses of $500,000 was recorded in the second quarter of 1994. The credit provision in 1994 was the result of management's analysis that the then current allowance for possible loan losses was more than adequate to cover any potential losses. No credit provision has been recorded in the first six months of 1995 and, at this time, management does not anticipate a credit provision for possible loan losses in 1995. When comparing second quarter results of 1995 to 1994, income before income taxes and net income decreased $285,000 and $666,000, respectively. The decrease in income before income taxes is the result of the $500,000 credit provision for possible loan losses recorded in the second quarter of 1994 as compared to no credit provision recorded in the same period in 1995 offset by $104,000 in nonrecurring losses on securities transactions recorded in the second quarter of 1994. The reduction in net income is attributable to the above combined with the Company recording a $256,000 income tax expense in the second quarter of 1995 as compared to a $125,000 credit to income tax expense in the same period in 1994. Net interest income before provisions for loan losses reflected an increase of $279,000 or 13.4 percent. This increase is directly attributable to the increase in the volume of loans. Non interest income increased $105,000, a 31.2 percent increase. The increase is a result of increased fees earned for trust services in 1995 and non recurring losses recorded in the second quarter of 1994 from securities transactions. Non interest expense increased $169,000 or 9.0 percent. The increase was the net effect of increases recorded for expenses for property taxes, directors fees, advertising, and legal and professional fees offset somewhat by reduced expenses associated with OREO and problem loans. At June 30, 1995, the Company held $43,603,000 or 59.4 percent of its securities portfolio in the form of derivative financial instruments, a decrease of $1,063,000 from December 31, 1994. The Company's derivative financial instruments are broadly defined as financial instruments which derive their value from various indices. Approximately 73 percent of the Company's derivative financial instruments are subject to interest rate caps ranging from 9.5 percent to 24.0 percent, which could adversely impact the yield and interest income that could be realized should various indices rise above these interest rate caps. Net interest income may be adversely impacted in 1995 and subsequent years as a result of the expiration in the third quarter of 1995 of "teaser rates" on approximately $5,897,000 of derivative financial instruments. The rates in effect, after the expiration of "teaser rates," are floating rates which could increase or decrease in response to changes in interest rates. Based upon interest rate indices in effect on June 30, 1995, the expiration of "teaser rates" in 1995 would cause the interest rate to decrease from 7.00 percent to 3.11 percent on $1,781,000 of securities maturing in July 2000, from 8.00 percent to 3.11 percent on $2,541,000 of securities maturing in August 2003 and from 11.00 percent to 2.71 percent on $1,576,000 of securities maturing in September 2008. Assuming interest rate indices remain as they were on June 30, 1995, the effect of the expiration of these "teaser rates" in 1995 would be the reduction in net interest income for the second half of 1995 of approximately $135,000. Liquidity The Company has attempted to position itself to meet the demands of the changing economic conditions with a high ratio of net liquid assets to net liabilities. At year-end 1994, this ratio stood at 36.5 percent and on June 30, 1995, 35.7 percent. In an attempt to position itself to meet the demands of the changing economic conditions, the Company has identified approximately $18,217,000 in securities available-for-sale which are carried in the statement of condition at market value. A schedule of the Company's interest sensitivity/GAP analysis follows: INTEREST SENSITIVITY/GAP ANALYSIS (in thousands) 					 June 30, 1995 	 INTEREST RATE SENSITIVITY PERIOD 				 	0-3 Months 	4-12 Months 	1-5 Years 	Over 5 Years 	 TOTAL ASSETS: 					 Loans 	$31,544 	 $12,368 	$41,303 	$ 19,871 	$105,086 Investments 	 43,712 	11,332 	18,805 	(471) 	73,378 Other 	5,574 	0 	0 	0 	5,574 Total assets 	$80,830 	$23,700 	$60,108 	$ 19,400 	$184,038 FUNDING SOURCES: 	 	 	 	 	 Interest-bearing deposits 	 $66,944 	 $30,045 	 $23,072 	 $ 38,772 	 $158,833 Short-term funds 	 1,167 	0 	0 	0 	1,167 Total funding sources 	 $68,111 	$30,045 	$23,072 	$ 38,772 	$160,000 REPRICING/MATURITY GAP: 	 	 	 	 	 Period 	$12,719 	$(6,345) 	$37,036 	$(19,372) 	 Cumulative 	$12,719 	$ 6,374 	$43,410 	$ 24,038 	 Period gap/ total assets 	 6.9% 	 (3.4%) 20.1% 	 (10.5%) 	 Cumulative gap/ total assets 	 6.9% 	 3.5% 	 23.6% 	 13.1% Amounts stated include only fixed and variable rate instruments in the balance sheet that are still accruing interest. Variable rate instruments are included in the next period in which they are subject to change in rate. The principal portion of scheduled payments on fixed rate instruments are included in the periods in which they become due or mature. Because changes in rates paid on interest-bearing demand deposits have lagged behind changes in rates on other instruments, only 50 percent of the balance of interest-bearing demand deposits is included in the first period and 50 percent is included in the last period. 					 Capital Adequacy As previously reported in the amended Annual Report on Form 10-K/A for the year ended December 31, 1994, the Company and First National are subject to the regulatory risk-based capital guidelines. The applicable risk-based capital ratios are as follows: First National Bankshares, Inc. 	 06-30-95 	 12-31-94 	Regulatory Minimums Tier 1 Capital/Risk Weighted Assets Ratio 	 13.64% 	 13.38% 4.00% Total Capital/Risk Weighted Assets Ratio 	 14.89% 	 14.63% 8.00% Leverage Ratio 	 7.91% 	 7.28% 	 3.00% First National Bank of Houma 	 06-30-95 	 12-31-94 Regulatory Minimums Tier 1 Capital/Risk Weighted Assets Ratio 	 13.45% 	 13.41% 	 4.00% Total Capital/Risk Weighted Assets Ratio 	 14.70% 	 14.66% 	 8.00% Leverage Ratio 	 7.80% 	 7.30% 	 3.00% In January of 1995, the Company paid a cash dividend, which it had declared in December of 1994, of $.10 per common share. This was the first dividend the Company paid since 1987. On June 29, 1995, the Company declared a cash dividend of $.05 per common share to shareholders of record July 14, 1995 payable July 26, 1995. The Company was required to obtain permission from the Federal Reserve Bank prior to the payment of these dividends. PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 	At the Annual Meeting of Shareholders of the Company held on April 4, 1995, five directors were elected to hold office until the next Annual Meeting and until their successors shall have been duly elected and qualified. The name of each nominee elected as a director and the number of votes cast for or withheld from voting for such nominee is set forth below: 	 Nominee Votes For Votes Withheld 	James J. Buquet, Jr.	 1,277,461 	3,510 	Jerome H. Mire 	1,277,357 	3,614 	Kamal Abdelnour 	1,277,765 	3,206 	Hilton J. Michel, Jr.	 1,277,501	 3,470 	Calvin J. Ortego 	1,277,909	 3,062 Certain proxies marked by hand to "abstain" from voting were treated as withholding authority to vote for any nominee. There were no broker non-votes for directors. Also at the Annual Meeting, shareholders adopted an amendment to Article VIII of the Articles of Incorporation to expand the rights to indemnification and advancement of expenses afforded therein. The votes cast related to this amendment were as follows: 		Number of Votes 	For	 1,231,468 	Against	 29,715 	Abstain	 19,788 	Broker non-votes 	0 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 	None FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES 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. 	FIRST NATIONAL BANKSHARES, INC. 	 (Registrant Company) DATE: February 2, 1996	 BY /s/ Jerome H. Mire 	 JEROME H. MIRE 	 CHIEF EXECUTIVE OFFICER AND PRESIDENT DATE: February 2, 1996	 BY /s/ Russell Blanchard RUSSELL BLANCHARD 	 CHIEF FINANCIAL OFFICER AND COMPTROLLER