UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the fiscal year ended December 31, 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 2-89283
IOWA FIRST BANCSHARES CORP.
(Exact name of registrant as specified in its charter)
An Iowa Corporation
42-1211285
(State or other jurisdiction of
(I.R.S Employer incorporation or organization)
Identification No.)
300 East Second Street, Muscatine, Iowa
52761
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (319) 263-4221
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
X Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of February 29, 1996, was $21,602,547. As of February 29, 1996,
570,463 shares of the Registrant's common stock were outstanding.
Documents incorporated by reference:
Portions of the registrant's 1995Annual Report are incorporated in Parts I and
II of this Form 10-K. Portions of the registrant's Proxy Statement dated March
22, 1996 are incorporated in Part III of this Form 10-K.
The Exhibit Index is located on page .
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
Page
No.
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Table I. Executive Officers of the Registrant
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
Signatures
Index of Exhibits
ANNUAL REPORT ON FORM 10-K
PART I
ITEM 1. BUSINESS.
Iowa First Bancshares Corp. (the "Company"), is a bank holding company
headquartered in Muscatine, Iowa. The Company owns all the outstanding stock of
two national banks in Iowa, First National Bank of Muscatine and First National
Bank in Fairfield.
On a full-time equivalent basis, year-end employment for the Company and its
subsidiary banks totaled 113 employees.
First National Bank of Muscatine has a total of four locations in Muscatine,
Iowa. First National Bank in Fairfield has one location in Fairfield, Iowa. Each
bank is engaged in the general commercial banking business and provides full
service banking to individuals and businesses, including checking and savings
accounts, commercial loans, consumer loans, real estate loans, safe deposit
facilities, transmitting of funds, trust services, and such other banking
services as are usual and customary for commercial banks.
The commercial banking business is highly competitive. Subsidiary banks compete
with other commercial banks and with other financial institutions, including
savings and loan associations, savings banks, mortgage banking companies, credit
unions and mutual funds. In recent years, competition also has increased from
institutions not subject to the same regulatory restrictions as banks and bank
holding companies.
The operations of the Company and its subsidiary banks are affected by state and
federal legislative changes and by policies of various regulatory authorities.
The Company is a registered bank holding company under the Bank Holding Company
Act of 1956 (the "Act") and is subject to the supervision of, and regulation by,
the Board of Governors of the Federal Reserve System (the "Board"). Under the
Act, a bank holding company may engage in banking, managing or controlling
banks, furnishing or performing services for banks it controls, and conducting
activities that the Board has determined to be closely related to banking.
National banks are subject to the supervision of, and are examined by, the
Office of the Comptroller of the Currency. Both subsidiary banks of the Company
are members of the Federal Deposit Insurance Corporation, and as such, are
subject to examination thereby. In practice, the primary federal regulator makes
regular examinations of each subsidiary bank subject to its regulatory review or
participates in joint examinations with other federal regulators. Areas subject
to regulation by these authorities include capital levels, the allowance for
possible loan losses, investments, loans, mergers, issuance of securities,
payment of dividends, establishment of branches, and many other aspects of
operations.
Statistical information called for by this Item is contained in the Company's
1995 Annual Report to Shareholders which is incorporated by reference.
ITEM 2. PROPERTIES.
Since the Company commenced business, its principal executive office has been
located at 300 East Second Street, Muscatine, Iowa, which is the principal
office of First National Bank of Muscatine, a national banking association and a
wholly owned subsidiary of the Company.
First National Bank of Muscatine conducts its operations from four
facilities located in Muscatine. The main bank is located at 300 East Second
Street and is a modern brick and steel building completed in 1979 containing
36,000 square feet of floor space on three floors. The bank owns both the
building and the underlying real estate. All administrative functions of the
bank are conducted at its main offices. Portions of the building are leased to
commercial tenants. The three-lane drive-up facility of the main bank is located
approximately one block north of the main bank at Third and Cedar Streets. The
bank owns the drive-up facility and the underlying real estate.
Two locations provide banking services outside the Muscatine downtown area. The
office at the Muscatine Mall is approximately two miles northeast of the main
bank. The facility contains 2,304 square feet of floor space in a one-story
concrete and steel building. The facility offers a walk-in lobby and night
depository. The three-lane drive-up facility of this branch is located
approximately 500 feet west of the branch at the parking lot of the mall. The
building, drive-up facilities, and real estate are leased from Aetna Life
Insurance Company. The terms of the lease provide for monthly payments of $2,304
during the current 5-year term of the lease. This lease expires on May 31, 1999.
The bank's southside office at 608 Grandview Avenue is located two miles
southwest of the main bank. The office contains 3,600 square feet of floor space
and is located in a one-story steel frame concrete block building. The facility
offers a walk-in lobby and three drive-up lanes as well as a night depository.
The building and underlying real estate are owned by the bank. Portions of the
building are leased to commercial tenants.
First National Bank in Fairfield conducts its operations from a modern brick and
steel building completed in 1968 containing 8,200 square feet of floor space on
two floors. The bank owns both the building and the underlying real estate.
Portions of the building are leased to commercial tenants. The three-lane
drive-up facility of the bank is located at the main bank.
The Company's facilities are well maintained and are suitable for the Company's
business operations.
ITEM 3. LEGAL PROCEEDINGS.
The Company has no pending legal proceedings which are material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART I, TABLE I
EXECUTIVE OFFICERS OF THE REGISTRANT
Family Position Business Experience
Name Age Relationship Position Held Since During Past Five Years
- ---- --- ------------ -------- ---------- ----------------------
George A. Shepley 73 None Chairman of the Board 1983 President of the Company,
President 1989 January 1989 to present;
Chief Executive Officer 1983 Chairman of the Board,
Director 1983 Chief Executive Officer of the Company, 1983 to
present; Chairman of the Board, 1987 to present;
President, 1963 to January 1989, First
National Bank of Muscatine; Chairman of
the Board, 1986 to present, First National
Bank in Fairfield
Kim K. Bartling 38 None Senior Vice President 1988 Senior Vice President,
Chief Financial Officer 1988 Chief Financial Officer
Treasurer 1988 and Treasurer of the
Director 1994 Company, April 1988
to Present; Director
First National Bank of Muscatine, to present;
Senior Vice President/Chief Financial Officer,
First National Bank of Muscatine, to present;
Vice President/Chief Financial Officer of the
Company, May to April 1988
Patricia R 48 None secretary 1986 Corporate Secretary of
Thirtyacre the Company, October 1986 to present .........
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
A market for the Company's common stock is made by the brokerage firms
of Piper Jaffray Inc., Howe Barnes Investments, Inc. and The Chicago
Corporation.
High and low common stock prices and dividends for the last two years
were:
1995 by Dividend
Quarters High Low Per Share
- -------- --------- --------- ---------
First ................................................. $ 41.50 $ 39.25 $ 0.70
Second ................................................ 43.00 41.50 0.37
Third ................................................. 46.50 43.00 0.39
Fourth ................................................ 50.00 45.50 0.41
Total Dividend
Paid .................................................. $ 1.87
1994 by
Quarters
- --------
First ................................................. $ 34.75 $ 34.00 $ 0.60
Second ................................................ 35.50 34.50 0.00
Third ................................................. 37.00 34.50 0.65
Fourth ................................................ 38.00 36.50 0.00
Total Dividend
Paid .................................................. $ 1.25
The above quotations were furnished by Piper Jaffray Inc. The
quotations represent prices between dealers and do not include retail markup,
markdown, or
commissions.
Dividends were declared and paid semi-annually until quarterly
dividend declarations began in the first quarter of 1995 with the first
quarterly dividend payment in the second quarter of 1995.
Future dividends are dependent on future earnings, regulatory restrictions
(see Management's Discussion and Analysis of Financial Condition and Results of
Operations; and Note 7 to the Company's Consolidated Financial Statements in
the Company's 1995 Annual Report to Shareholders which is incorporated by
reference), capital requirements, and the Company's financial condition.
As of February 29, 1996, the Company had approximately 375 shareholders of
its outstanding class of common stock. The Iowa First Bancshares Corp. Employee
Stock Ownership Plan with 401(k) Provisions is considered one shareholder as all
shares owned by this plan are voted by the trustees of said plan unless the vote
in question encompasses approval or disapproval of any corporate merger,
consolidation, dissolution, or similar transaction.
ITEM 6. SELECTED FINANCIAL DATA.
The information called for by this Item is contained in the Company's
1995 Annual Report to Shareholders which is incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information called for by this Item is contained in the Company's
1995 Annual Report to Shareholders which is incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information called for by this Item is contained in the Company's
1995 Annual Report to Shareholders which is incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
IOWA FIRST BANCSHARES CORP.
DIRECTORS
As of February 28, 1996
Common Stock
-----------------------
Amount and
Position(s) Nominated Nature of Percent
Held with Director For Term Beneficial of
Nominees the Company Age Since Expiring Ownership Class
- -------- ----------- --- -------- --------- ------------ -------
Craig R. Foss Director 46 1994 1999 820 *
Donald R Heckman Director 57 1984 1999 6,020 1.06%
D. Scott Ingstad Director, President and CEO, First National
Bank of Muscatine 45 1990 1999 5,764 1.01%
Beverly J. White Director 56 1988 1999 6,008 1.05%
Continuing Term
Directors Expires
- ---------- -------
Kim K. Bartling Director. Senior Vice President, Chief Financial
Officer, and Treasurer 38 1994 1997 9,435 1.65%
Roy J. Carver, Jr. Director 52 1989 1998 7,468 1.31%
Larry L. Emmert Director 54 1993 1997 3,650 *
Dean H. Holst Director. President and CEO, First National
Bank in Fairfield 56 1985 1998 5,929 1.04%
Dr. Victor G. Director 52 1994 1998 1,050 *
McAvoy
George A. Shepley Chairman of the Board, President and CEO 73 1983 1997 34,639 6.07%
Carl J. Spaeth Director 78 1984 1997 57,630 10.10%
* Less than 1 percent of the outstanding stock of the Company.
Shares listed as beneficially owned include vested, but unexercised, options to
purchase shares of the Company's stock and, for Directors who are also officers
of the Company, shares held in the Company's retirement plan for the benefit of
such individuals.
Director Compensation
The annual retainer that each outside Director of the Company received
in 1995 was $4,800. During 1995, each Director of the Company served as Director
and member of committees for subsidiary boards and committees, with the
exception of Mr. Carver who served only as a Director of the Company. The annual
retainer fee paid to each outside subsidiary Director was $3,600. Fees paid for
attendance at committee meetings and special Board of Directors meetings range
from $50 to $100 per meeting. Executive officers who also serve on the Board of
Directors do not receive such retainer or committee fees.
ITEM 11. EXECUTIVE COMPENSATION
The information called for by this Item is contained in the Company's
1995 Proxy Statement which is incorporated by reference.
ITEM 12. SECURITY OWNERHSIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information called for by this Item is contained in the Company's
1995 Proxy Statement which is incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Officers and Directors of the Company and its subsidiaries have had,
and may have in the future, banking transactions in the ordinary course of
business of the Company's subsidiaries. All such transactions are on
substantially the same terms, including interest rates on loans and collateral,
as those prevailing at the time for comparable transactions with others, involve
no more than the normal risk of collectibility, and present no other unfavorable
features.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Documents Filed with This Report:
(1) Financial Statements. The following consolidated financial
statements of the Company and its subsidiaries are incorporated by
reference from the 1995 Annual Report to Shareholders of the Company:
Page
Consolidated balance sheets -- dated December 31, 1995
and 1994.
Consolidated statements of income -- years ended
December 31, 1995, 1994, and 1993.
Consolidated statements of stockholders' equity --
years ended December 31, 1995, 1994, and 1993.
Consolidated statements of cash flows - years ended
December 31, 1995, 1994, and 1993.
Notes to consolidated financial statements.
Opinion of independent accountants.
(2) Financial Statement Schedules. All schedules are omitted
because they are not applicable, are not required, or because the
required information is included in the financial statements or the
notes thereto.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.
(c) Exhibits.
The following exhibits are attached pursuant to Item 601 of
Regulation S-K:
(10a) Employment Agreement
(10b) Change in Control Employment Agreement
(11) Statement re Computation of Per Share Earnings
(13) Registrant's 1995 Annual Report to Shareholders
(20) Registrant's Proxy Statement dated March 22, 1996
(21) Subsidiaries of the Registrant
(27) Financial Data Schedule
See Exhibit Index for a complete list of management contracts and
arrangements required by this item and all other Exhibits filed or incorporated
by reference as a part of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
IOWA FIRST BANCSHARES CORP.
Date: March 15, 1996 /S/ George A. Shepley
-------------- ----------------------
George A. Shepley
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ George A. Shepley Chairman of the Board, March 15,1996
- --------------------- President, Chief Executive
George A. Shepley Officer, and Director
(Principal Executive Officer)
/s/ Kim K. Bartling Senior Vice President, Chief Financial Officer March 15, 1996
- ---------------------- and Treasurer
Kim K. Bartling (Principal Financial and Accounting Officer)
/s/ Roy J. Carver, Jr. Director March 15, 1996
- ----------------------
Roy J. Carver, Jr.
/s/ Larry L. Emmert Director March 15, 1996
- -------------------
Larry L. Emmert
/s/ Craig R. Foss Director March 15, 1996
- -----------------
Craig R. Foss
/s/ Donald R. Heckman Director March 15, 1996
- ---------------------
Donald R. Heckman
/s/ Dean H. Holst Director March 15, 1996
- -----------------
Dean H. Holst
/s/ D. Scott Ingstad Director March 15, 1996
- --------------------
D. Scott Ingstad
/s/ Victor G. McAvoy Director March 15, 1996
- --------------------
/s/ Carl J. Spaeth Director March 15, 1996
- ------------------
Carl J. Spaeth
/s/ Beverly J. White Director March 15, 1996
- --------------------
Beverly J. White
ITEM 14 (a) (3) - INDEX OF EXHIBITS
Exhibit Page
(10a) Employment Agreement
(10b) Change in Control Employment Agreement
(10c) Incentive Stock Option and Nonstatutory
Stock Option Plan Incorporated by reference to
Exhibit 99 to the registrant's
Annual Report on Form 10-K
for the fiscal year ended
December 31, 1993.
(11) Statement re Computation of Per
Share Earnings
(13) Registrant's 1995 Annual Report to Shareholders
(20) Registrant's Proxy Statement Dated March 22, 1996
(21) Subsidiaries of Registrant
(27) Financial Data Schedule