U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31,
1996
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
TO
Commission file number 000-21658
MINDEN BANCSHARES, INC.
(Exact name of small business issuer as specified in its charter)
Louisiana 72-0980704
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
401 Main Street, Minden, Louisiana 71055
(Address of principal executive offices)
(318) 377-4283
(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the past 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 ( )
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
280,627 as of April 30, 1996
Transitional Small Business Disclosure Format (Check one):
Yes ( ) No (X)
Page 1 of 47 Pages
Exhibit Index - Page 22
FORM 10-QSB
INDEX
PART I Page
Item 1. Financial Statements - Minden Bancshares,
Inc. and Subsidiary
Consolidated Balance Sheets as of
March 31, 1996 4
Consolidated Statements of Income for
the Three Months Ended March 31, 1996
and 1995 5
Consolidated Statements of Cash Flows
for the Three Months ended March 31,
1996, and 1995 6
Notes to Consolidated Financial
Statements 7-8
Item 2. Management's Discussion and Analysis 9-21
PART II
Item 6. Exhibits and Reports on Form 8-K 22
PART I - Financial Information
------------------------------
ITEM 1. FINANCIAL STATEMENTS
MINDEN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
March December
1996 1995
ASSETS
- ----------------------------------------- (in thousands, except per share data)
Cash and Cash Equivalents:
Cash and Due From Banks $12,109 $11,121
Federal Funds Sold 19,000 21,500
--------- ----------
Total 31,109 32,621
--------- ----------
Securities:
Held to Maturity 14,747 14,443
Available for Sale 79,561 74,082
--------- ----------
Total 94,308 88,525
--------- ----------
Federal Reserve Bank and Federal Home Loan Bank Stock 1,175 1,037
Loans, Less Allowance for Loan Losses of $3,406 and $3,397 101,969 95,984
Accrued Interest Receivable 2,288 2,328
Bank Premises and Equipment 3,181 3,198
Real Estate Owned Other Than Bank Premises 376 376
Other Assets 3,006 2,942
--------- ----------
Total Assets $237,412 $227,011
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------------------------
Liabilities:
- -----------
Deposits:
Demand $37,868 $35,698
Savings and Interest-Bearing Demand 74,035 70,510
Time 93,338 89,888
--------- ----------
Total Deposits 205,241 196,096
Securities Sold Under Repurchase Agreement 5,371 5,802
Accrued Interest Payable 837 787
Other Liabilities 954 137
Note Payable 180 180
--------- ----------
Total Liabilities 212,583 203,002
--------- ----------
Stockholders' Equity:
- --------------------
Common Stock, par value $2.50 per share; 500,000
shares authorized; 309,816 shares issued;
280,658 and 280,658 shares outstanding 775 775
Additional Paid-In Capital 11,205 11,205
Undivided Profits 14,127 13,078
Net Unrealized Gain(Loss) on Available/Sale Securities 10 239
Treasury Stock-At Cost (1,288) (1,288)
--------- ----------
Total Stockholders' Equity 24,829 24,009
--------- ----------
Total Liabilities and Stockholders' Equity $237,412 $227,011
========= ==========
See accompanying notes.
MINDEN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
==================
1996 1995
-------- --------
Interest Income: (in thousands, except per share data)
- ---------------
Interest and Fees on Loans $2,475 $1,697
Securities:
Held to Maturity (non-taxable) 184 147
Available for Sale 1,066 1,155
Federal Funds Sold 279 103
Federal Reserve Stock and Other 17 14
Interest-Bearing Balances with Banks 38
-------- --------
Total Interest Income 4,059 3,116
-------- --------
Interest Expense:
- ----------------
Savings and Interest-Bearing Demand Deposits 502 379
Time Deposits 1,197 790
Securities Sold Under Repurchase Agreement and Other 69 68
-------- --------
Total Interest Expense 1,768 1,237
-------- --------
Net Interest Income 2,291 1,879
Provision for Loan Losses 0 0
-------- --------
Net Interest Income After Provision for Loan Losses 2,291 1,879
-------- --------
Other Income:
- ------------
Service Charges 373 277
Trust Department Fees 32 2
Other Operating Income 150 72
-------- --------
Total Other Income 555 351
-------- --------
Operating Expenses:
- ------------------
Salaries and Employee Benefits 694 473
Occupancy Expense 200 71
Furniture and Equipment Expense 58 46
Other Operating Expenses 324 306
FDIC Insurance 19 87
Stationery, Supplies and Printing 38 62
-------- --------
Total Operating Expense 1,333 1,045
-------- --------
Income Before Income Taxes 1,513 1,185
Income Taxes 465 364
-------- --------
Net Income $1,048 $821
======== ========
Earnings Per Share $3.74 $2.93
======== ========
Dividends Declared Per Share $0.00 $0.00
======== ========
See accompanying notes.
MINDEN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
====================
1996 1995
--------- ---------
Cash Flows from Operating Activities: (in thousands, except per share data)
- ------------------------------------
Net Income $1,048 $821
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 94 56
(Gain) Loss on Sale of ORE 0 (10)
(Increase) Decrease in Accrued Interest Receivable 40 (189)
Write-down on Real Estate Owned Other than Bank Premises 0 4
(Increase) Decrease in Other Assets 10 (2,174)
Increase (Decrease) in Accrued Interest Payable 50 158
Increase (Decrease) in Other Liabilities 817 506
--------- ---------
Total Adjustments 1,011 (1,649)
--------- ---------
Net Cash Provided (Used) by Operating Activities 2,059 (828)
Cash Flows from Investing Activities:
- ------------------------------------
Proceeds from Sales and Maturities of Investment Securities 7,476 4,365
Purchase of Investment Securities (13,744) (509)
Proceeds from Sales of ORE 0 54
Purchase of three branches-property 0 (1,063)
Purchase of Equipment (32) (213)
Net (Increase) Decrease in Loans (5,985) (25,307)
--------- ---------
Net Cash (Used) by Investing Activities (12,285) (22,673)
Cash Flows from Financing Activities:
- ------------------------------------
Dividends Paid 0 0
Net Increase (Decrease) in Demand Deposits 2,170 8,911
Net Increase (Decrease) in Savings and Interest-Bearing
Demand Deposits 3,525 17,470
Net Increase (Decrease) in Time Deposits 3,450 14,662
Net Increase (Decrease) in Securities Sold Under
Repurchase Agreements (431) (923)
Purchase of Treasury Stock 0 (8)
--------- ---------
Net Cash Provided by Financing Activities 8,714 40,112
--------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents (1,512) 16,611
Cash and Cash Equivalents at Beginning of Period 32,621 11,658
--------- ---------
Cash and Cash Equivalents at End of Period $31,109 $28,269
========= =========
Cash Payments: Interest $1,718 $1,079
========= =========
Income Taxes $0 $0
========= =========
See accompanying notes.
MINDEN BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 1996
1. Basis of Presentation
The unaudited interim consolidated financial statements of
Minden Bancshares, Inc. and subsidiary are prepared in accordance
with generally accepted accounting principles for interim financial
information except as described below:
On March 24, 1995, Minden Bank & Trust Company ("Minden Bank"),
wholly owned subsidiary of Minden Bancshares, Inc. ("the Company"),
acquired three branches in Shreveport, Louisiana, from Hibernia
National Bank ("Hibernia"), formerly Pioneer Bank & Trust Company
("Pioneer"). The U. S. Justice Department required the disposal of
these three Pioneer branches before it would approve the merger of
Hibernia and Pioneer. The acquisition was recorded as follows:
ASSETS ($Thousands)
Cash on hand $ 1,088
Available for investment 12,041
Net loans 21,166
Facilities and equipment 1,120
Other assets 2,147
-------
Total Assets $37,562
=======
LIABILITIES
Non-interest bearing deposits $ 5,884
Interest bearing deposits 30,060
Total Deposits $35,944
Securities sold under
repurchase agreements 1,483
Other liabilities 135
-------
Total Liabilities $37,562
=======
The acquisition was recorded and is being reported as a purchase
of assets and not as the purchase of a business due to the
unavailability of prior financial reporting and inadequate branch
accounting records maintained by Pioneer.
In the opinion of management, all adjustments (consisting only
of normal recurring adjustments) necessary for a fair presentation of
the financial position and the results of operations for the interim
periods presented have been included.
2. Statement of Cash Flows
For purposes of the Consolidated Statements of Cash Flows, the
Company has defined cash equivalents as those amounts included in the
balance sheets captions Cash and due from banks and Federal funds
sold. Cash flows from loans and deposits of the Company's bank
subsidiary are reported on a net basis.
3. Investment Securities
The specific identification method is used to determine realized
gains and losses on sales of investment securities which is included
in other operating income.
Debt securities available for sale are carried at fair market
value by means of valuation account in accordance with SFAS 115. At
March 31, 1996, the fair market value of securities available for
sale was $15,000 more than amortized cost and at December 31, 1995,
the fair market value was $362,000 more than amortized cost.
Debt securities held to maturity are carried at cost, adjusted
for the amortization of premiums and accretion of discount. The
amortized cost and estimated market value of securities held to
maturity at March 31, 1996, and December 31, 1995, are as follows:
Securities Held to Maturity
---------------------------
Gross Gross Estimated
Book Unrealized Unrealized Market
Value Gains Losses Value
----- ---------- ---------- --------
March 31, 1996 14,747 262 100 14,909
December 31, 1995 14,443 90 55 14,478
4. Earnings per Common Share
The earnings per common share are computed by dividing the net
income for the interim periods by the weighted average number of
common shares outstanding. The weighted average number of shares
outstanding in the first quarter, 1996, and 1995, were 280,658 and
280,672 respectively.
MINDEN BANCSHARES, INC. AND SUBSIDIARY
QUARTERLY CONSOLIDATED INCOME SUMMARY
AND SELECTED FINANCIAL DATA
(in thousands, except per share and ratio data)
Three Months Ended
March 31 December 31 March 31
1996 1995 1995
Interest income $4,059 $4,109 $3,116
Interest expense 1,768 1,759 1,237
--------- ----------- ---------
Net interest income 2,291 2,350 1,879
Provision for possible loan losses 0 0
--------- ----------- ---------
Net interest income after provision 2,291 2,350 1,879
Noninterest income 555 524 351
Noninterest expense 1,333 1,482 1,045
--------- ----------- ---------
Income before taxes 1,513 1,392 1,185
Income tax expense 465 421 364
--------- ----------- ---------
Net Income $1,048 $971 $821
========= =========== =========
Earnings per share <F1> $3.74 $3.46 $2.93
Dividends declared per share $0.00 $2.25 $0.00
Average shares outstanding 280.7 280.7 280.7
Book value per share $88.47 $85.54 $74.40
Selected Quarter End Balances:
Loans $105,375 $99,381 $91,528
Deposits 205,241 196,096 186,307
Debt 5,551 5,982 6,785
Equity 24,829 24,009 20,881
Total Assets 237,412 227,011 215,209
Selected Average Balances:
Loans 100,151 96,737 90,978
Deposits 196,271 177,751 148,900
Debt 6,257 7,093 7,218
Equity 24,669 23,739 19,755
Total Assets 228,468 227,689 176,659
Selected Ratios (%)
Return on average assets 1.84% 1.69% 1.87%
Return on average equity 17.04% 16.23% 15.65%
Net interest margin (taxable equivalent) 4.45% 4.52% 4.66%
Tier 1 risk-based capital 16.18% 17.14% 17.44%
Total risk-based capital 17.44% 18.43% 18.72%
Leverage 9.96% 9.52% 10.97%
<F1> Earnings per share is based on the weighted average number
of shares outstanding in the respective period
PART I - Financial Information Continued
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
MINDEN BANCSHARES, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
The Company's first quarter 1996 net income totalled $1,048
thousand, ($3.74 per share) up 28 percent from $821 thousand ($2.93
per share) in the first quarter, 1995 and up 8 percent from $971
thousand ($3.46 per share) in the fourth quarter, 1995.
The return on average assets was 1.84 percent for the first
quarter, 1996, down 2 percent from the first quarter, 1995 of 1.87
percent and increased 9 percent from the fourth quarter, 1995 of 1.69
percent.
The return on average equity was 17.04 percent for the first
quarter, 1996, an increase of 9 percent over the first quarter, 1995
of 15.65 percent and a 5 percent increase over the fourth quarter,
1995 of 16.23 percent.
The 1996 first quarter earnings benefitted from a 22 percent
increase in net interest income, a 58 percent increase in other
income and was detrimented by a 28 percent increase in noninterest
expense when compared to the 1995 first quarter. The 1996 first
quarter earnings were detrimented by a 3 percent decrease in net
interest income and benefitted from a 6 percent increase in
noninterest income and a 10 percent decrease in noninterest expense
when compared to the 1995 fourth quarter.
Total assets at March 31, 1996 increased to 237,412 thousand,
up 10 percent from a year ago and up 5 percent from December 31,
1995.
RESULTS OF OPERATIONS
Net Interest Income
The Company's net interest income for the 1996 first quarter was
$2,291 thousand, an increase of 22% from $1,879 thousand in the 1995
first quarter, and a decrease of 3 percent from $2,350 thousand in
the fourth quarter, 1995. Interest rate increases, increase in loan
and deposit volume along with accumulated earnings have contributed
to the increase in net interest income for the first quarter of 1996
over 1995.
Average Interest-Earning Assets
Average interest-earning assets were $212,907 thousand for the
1996 first quarter, $44,212 thousand higher than the 1995 first
quarter. Average loans increased by $30,644 thousand and average
investment securities decreased by $3,227 thousand (at amortized
cost) during the first quarter, 1996 over the first quarter, 1995
while the average Federal funds sold increased by $13,838 thereby
placing the net asset and deposit growth into higher earning assets.
Average Interest-Bearing Liabilities
Average interest-bearing liabilities for the 1996 first quarter
were $168,902 thousand, compared to $132,157 thousand for the same
period last year. Average time deposits for the 1996 first quarter
were $91,791 thousand, an increase of $22,502 thousand over the same
period last year and average savings and interest-bearing demand
deposits for the 1996 first quarter were $70,854 thousand, an
increase of $15,204 thousand over the same period last year. Average
securities sold under agreements to repurchase averaged $6,077
thousand during the first quarter, 1996, a decrease of $871 from the
first quarter, 1995.
Net Yield on Interest-Earning Assets
The net yield on interest-earning assets was 4.45% in the first
quarter of 1996, a decrease of 21 basis points from 4.66% in the same
period last year. The major contributing factor has been the
increased rates on time deposits.
Management expects that the net yield on earning assets will
remain constant or decrease modestly during the balance of 1996.
PROVISION FOR LOAN LOSSES
The Company made no provision for loan losses in the 1996 first
quarter or the 1995 first quarter. Management does not anticipate
any provision for loan losses during 1996. A discussion of the
Company's loan portfolio, net charge-off and recoveries, and
allowance for loan losses appears on pages 13-16.
OTHER INCOME
Three Months Ended
________________________________
March 31, December 31, March 31,
1996 1995 1995
(in thousands) ========= ============ =========
Service Charges $373 $390 $277
Trust Fees 32 0 2
Other Operating Income 150 134 72
_____ _____ _____
Total Other Income $555 $524 $351
===== ===== =====
Other income for the 1996 first quarter was $555 thousand, up
from $351 thousand for the same period last year, and up from $524
thousand for the fourth quarter, 1995. The increase in service
charges are the result of increased fees for banking services along
with volume increases from the three Shreveport branch acquisitions
and overall growth.
OPERATING EXPENSES
Three Months Ended
________________________________
March 31, December 31, March 31,
1996 1995 1995
(in thousands) ========= ============= ========
Salaries and Employee Benefits $694 $773 $473
Occupancy Expense 200 91 71
Furniture and Equipment Expense 58 44 46
Other Operating Expenses 324 403 306
FDIC Insurance 19 13 87
Stationery, Supplies and Printing 38 63 62
Write-down of Other Real Estate Owned 0 88 0
______ ______ ______
Total Operating Expenses $1,333 $1,475 $1,045
====== ====== ======
Operating expenses for the 1996 first quarter were $1,333
thousand, up from $1,045 thousand in the 1995 first quarter, and down
from $1,475 thousand in the fourth quarter, 1995. Operating expenses
for the 1996 first quarter and 1995 fourth quarter reflect three full
months operation of the three Shreveport branches.
Salaries and employee benefits in the 1996 first quarter were
$694 thousand, compared to $473 thousand in the same period last year
and $773 thousand in the fourth quarter, 1996. The increase over the
first quarter last year was primarily the result of employee staffing
at the three Shreveport branches.
Occupancy expense for the 1996 first quarter was $200 thousand
as compared to $71 thousand for the same period last year and $91
thousand for the fourth quarter, 1995. The increase in occupancy
expense in the first quarter, 1996 is due to replacement of air
conditioning system at the main office. The increase in furniture
and equipment expense was due to equipment additions in the fourth
quarter, 1995 and first quarter, 1996.
Other operating expenses were $324 thousand for the 1996 first
quarter as compared to $306 thousand for the same period last year
and $403 thousand in the fourth quarter, 1995. The fourth quarter,
1995 included write-downs of other real estate owned of $87 thousand.
The $68 thousand decrease in FDIC insurance from a year ago is
due to rate decrease in 1996.
The $24 thousand decrease in stationery, supplies and printing
in the first quarter, 1996 as compared to a year ago was the result
of providing supplies and forms for the three Shreveport branches in
the first quarter, 1995.
INCOME TAXES
In the 1996 first quarter, the Company recorded income tax
expense of $465 thousand, compared to $364 thousand for the same
period last year.
The effective tax rate was 30.7% for the 1996 and 1995 first
quarters. The effective tax rates in 1996 and 1995 reflect
comparable composition of the Company's pre-tax income, primarily
tax-exempt income.
RECENT ACCOUNTING PRONOUNCEMENTS
In March of 1995, the Financial Accounting Standards Board
(FASB) issued SFAS No. 121, Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of, effective
for fiscal years beginning after December 15, 1995. SFAS 121
requires that impairment losses be recorded on long-lived assets used
in operations, including related goodwill. SFAS 121 also addresses
the accounting for long-lived assets which are to be disposed of.
Management does not expect the effect of SFAS 121 to be material.
In May of 1995, the Financial Accounting Standards Board (FASB)
issued SFAS No. 122, Accounting for Mortgage Servicing Rights,
effective for fiscal years beginning after December 15, 1995. SFAS
122 will not have an effect on the operating results of Minden
Bancshares because neither it nor its subsidiary bank provide this
type of service.
CREDIT PORTFOLIO
Loan Portfolio
The Company's loans outstanding, totaled $105,375 thousand at
March 31, 1996 as compared to $99,381 thousand at December 31, 1995
and $91,528 thousand at March 31, 1995. The increases over both
prior periods have been due to increased loan demand.
The following table sets forth the loan classifications at March
31, 1996, December 31, 1995 and March 31, 1995:
___________________________
March 31, Dec 31, March 31,
(in thousands) __________ ______ _________
Commercial, Financial & Agricultural Loans $27,664 $29,676 $27,848
Construction Loans Secured by Real Estate 2,962 2,722 2,288
Other Loans Secured by Real Estate 56,682 50,651 47,366
Installment and Single Payment Loans 15,981 15,148 13,573
Other Loans 2,334 1,502 819
_______ ______ ______
Total Loans 105,623 99,699 91,894
Less Unearned Discount 248 318 366
________ _______ _______
Total Loans net of Unearned Discount $105,375 $99,381 $91,528
======== ======= =======
Non-performing Assets
The following table sets forth the non-performing assets at
March 31, 1996, December 31, 1995 and March 31, 1995:
___________________________
March 31, Dec. 31, March 31,
1996 1995 1995
(in thousands) ========= ======== =========
Non-Accrual Loans $341 $403 $574
Past-Due Loans 305 174 539
Restructured Loans 60 69 120
____ ____ _____
Total Non-performing Loans 706 646 1,233
Other Real Estate Owned 376 376 595
______ ______ ______
Total Non-performing Loans $1,082 $1,022 $1,828
====== ====== ======
In addition to the nonperforming loans discussed above,
management has identified other loans for which payments are current
that are subject to potential future classification as nonperforming.
As of March 31, 1996, these loans totalled $219 thousand as compared
to $208 thousand a year ago and $204 thousand at December 31, 1995.
Loans are placed on non-accrual status when they become ninety
(90) days past due unless there is sufficient evidence that they will
be brought current in the very near future. When loans are placed on
non-accrual status, all accrued interest is reversed against
earnings. Past due loans are those loans past due 90 days or more on
which there is sufficient evidence that they will be brought current
in the very near future. Restructured loans are those on which the
original terms have been renegotiated to provide for an extension of
the original payment period and/or a reduction or deferral of
interest-principal due to deterioration in the financial position of
the borrower.
Non-accrual loans are returned to accrual status only when they
are brought fully current with respect to interest and principal and
management estimates the loans to be fully collectible as to interest
and principal. Interest income on non-accrual loans which would have
reported on an accrual basis would have amounted to $10 thousand for
the 1996 first quarter and $19 thousand for the 1995 first quarter.
Interest income on restructured loans included in net income amounted
to $2 thousand for the 1996 first quarter and $3 thousand for the
1995 first quarter.
Other real estate owned normally represents properties acquired
as loan satisfactions which are recorded at the lower of the
investment in the loan with respect to which the assets were
acquired, or the fair value of each property, with the initial write-
downs charged to the reserve for loan losses. Subsequent write-downs
of such properties are reflected as such on the income statement and
gains and losses on disposal are accordingly reflected on the income
statement. Other real estate owned currently includes the former
branch facility of Oak Tree Federal Savings Bank acquired on August
26, 1994 as part of the Minden Branch acquisition, which has not been
operated as a banking facility. Other real estate currently includes
former branch located at 324 Homer Road which was closed January 4,
1995. The former branch was capitalized as its depreciated value.
Allowance for Loan Losses
The allowance for loan losses is available to absorb potential
credit losses from the entire loan portfolio. The appropriate level
of the allowance is based on analyses of the loan portfolio and
reflects an amount which, in management's judgement, is adequate to
provide for potential losses. The analyses include consideration of
such factors as the risk rating of individual credits, the size and
diversity of the portfolio, particularly in terms of industry,
economic and political conditions, prior loss experience and results
of periodic credit reviews of the portfolio. Based upon the results
of these analyses, the allowance for losses is increased, from time
to time, by charges to income to the extent management considers
appropriate.
The accompanying table reflects the activity in the allowance
for loan losses for the three months ended March 31, 1996, and 1995.
First Quarter
_________________________
1996 1995
(in thousands) ============ ============
Balance at Beginning of Period $3,396 $3,395
Charge-Offs
Commercial, Financial, Agricultural 5 0
Real Estate - Construction 0 0
Real Estate - Mortgage 0 37
Installment Loans to Individuals 21 5
______ _____
Total 26 42
Recoveries
Commercial, Financial, Agricultural 0 19
Real Estate - Construction 0 0
Real Estate - Mortgage 22 7
Installment Loans to Individuals 14 12
_____ _____
Total 36 38
_____ _____
Net Recoveries(Charge-Offs) 10 (4)
Additions Charged to Operations 0 0
_______ _______
Balance at End of Period $3,406 $3,391
======= =======
The following table reflects the allowance coverage ratios at
March 31, 1996, December 31, 1995 and March 31, 1995.
March 31, Dec 31, March 31,
For the Quarter Ended: 1996 1995 1995
_________ _______ _________
Allowance for Loan Losses to:
Loans at Period-End 3.23% 3.42% 3.70%
Average Loans 3.40% 3.51% 4.88%
Non-performing Loans 482.44% 525.85% 275.02%
Non-performing Assets 314.79% 332.39% 185.50%
Total Net Chrge-Offs (annualized) to:
Loans at Period-End (0.01%) 0.00% 0.00%
Average Loans (0.01%) 0.00% 0.01%
Allowance for Loan Losses (0.29%) (0.06%) 0.12%
Management deems its allowance for loan losses at March 31,
1996, to be adequate. The Company considers that it has sufficient
reserves to absorb losses that may currently exist in the portfolio
including the loans acquired in the acquisition of the three
Shreveport branches. The Company will continue to reassess the
adequacy of its allowance for loan losses and make provisions
accordingly.
CAPITAL
Total stockholders' equity at March 31, 1996, was $24,829
thousand, up from $24,009 thousand at December 31, 1995 and $20,881
thousand at March 31, 1995. Stockholders' equity at March 31, 1996,
reflects positive impact of $10 thousand for net unrealized gains on
securities available for sale.
Risk-Based Capital Ratios
In January, 1989, the Federal Reserve Board ("FRB") issued risk-
based capital guidelines which require banking organizations to
maintain certain ratios of "Qualifying Capital" to "risk-weighted
assets." "Qualifying Capital" is classified into Tier 1 and Tier 2
Capital. Tier 1 Capital applicable to the Company consists only of
common equity. Tier 2 Capital applicable to the Company consists
only of qualifying allowance for loan losses. The amount of Tier 2
Capital may not exceed Tier 1 Capital. In calculating "risk-weighted
assets", certain risk percentages, as specified by the FRB, are
applied to particular categories of both on- and off-balance sheet
assets. Effective December 31, 1992, the guidelines require that
banking organizations maintain a minimum ratio of Tier 1 Capital to
risk-weighted assets of 4% and a minimum ratio of Tier 1 and Tier 2
Capital ("Total Capital") to risk-weighted assets of 8% (the "final
risk-based guidelines"). At March 31, 1996, the Company's Tier 1
Capital to risk-weighted assets ratio was 16.18% and the Total
Capital to risk-weighted assets ratio was 17.44%.
Leverage Ratios
The Tier 1 leverage ratio is defined as Tier 1 Capital (as
defined under the risk-based capital guidelines) divided by average
total assets (net of allowance for loan losses). The minimum
leverage ratio is 3% for banking organizations that do not anticipate
significant growth and that have well-diversified risk, excellent
asset quality, high liquidity and good earnings. Other banking
organizations are expected to have ratios of at least 4% to 5%,
depending upon their particular condition and growth plans. Higher
capital ratios could be required if warranted by the particular
circumstances, or risk profile, of a given banking organization. The
FRB has not advised the Company of any specific minimum Tier 1
leverage ratio applicable to it.
The table which follows sets for the Company's Tier 1 and Tier
2 Capital, risk weighted assets, including off balance sheet items,
and the Company's risk-based capital ratios under the final
guidelines as well as Tier 1 leverage ratios.
Capital and Ratios
March 31, Dec 31, March 31,
1996 1995 1995
(in thousands), except ratios _________ _______ _________
Tier 1 Capital
Common Stockholders' Equity 22,756 21,661 19,553
Tier 2 Capital
Reserve for Possible Loan Losses 1,778 1,628 1,426
______ ______ ______
Total Qualifying Capital 24,534 23,289 20,979
====== ====== ======
Risk Weighted Assets 140,649 126,390 112,092
Tier 1 Capital Ratio 16.18% 17.14% 17.44%
Total Capital Ratio 17.44% 18.43% 18.72%
Tier 1 Leverage Ratio 9.96% 9.52% 10.97%
Common Stock Dividends
For the first quarters of 1996 and 1995, the Board of Directors
of the Company declared no dividends. Future dividend policies will
be determined by the Board of Directors in light of earnings and
financial condition of the Company and its subsidiary and other
factors, including applicable governmental regulations and policies.
LIQUIDITY MANAGEMENT
The objective of liquidity management is to ensure the
availability of sufficient cash flows to meet all financial
commitments and to capitalize on investment opportunities. Liquidity
management addresses the Company's ability to meet deposit
withdrawals on demand or at contractual maturity, to service
indebtedness and to make new loans and investments as opportunities
arise. The Company monitors and reviews its asset and liability mix
on a routine basis.
The primary sources of liquidity include cash and due from
banks, federal funds sold and investment securities. Additionally,
the bank subsidiary has the ability to borrow and purchase federal
funds on a short term basis from other financial institutions as a
source of liquidity should the need arise.
The loan to deposit ratio averaged 51.03% during the 1996 first
quarter and 46.68% during the 1995 first quarter. Cash on hand and
due from banks averaged $12,862 thousand in the 1996 first quarter
and $6,400 thousand in the 1995 first quarter. Federal Funds sold
averaged $21,159 thousand in the 1996 first quarter and $7,321
thousand in the 1995 first quarter.
At March 31, 1996, investment securities, at amortized cost,
totalled $95,468 thousand, of which $33,095 thousand or 34.66% mature
or reprice within one year, $44,865 thousand mature or reprice within
two to five years, and $17,508 thousand mature in over five years.
The Company does not anticipate any events which would require
liquidity beyond that which is available from the above referenced
sources.
SUPERVISION AND REGULATION
Dividends
Substantially all of the funds used by the Company to pay
dividends to its shareholders are derived from dividends paid to it
by its subsidiary bank, which are subject to certain legal
restrictions. Under Louisiana law, state chartered banks cannot pay
dividends in excess of current year earnings plus undistributed
earnings of the prior year without the prior approval of the
Commissioner of Financial Institutions. Under Federal law, dividends
by state chartered banks in excess of current year earnings plus
undistributed earnings of the two prior years would require FRB
approval.
In addition to the dividend restrictions described above, the
FRB and the Federal Deposit Insurance Corporation ("FDIC") have
authority under the Financial Institutions Supervisory Act to
prohibit or to limit the payment of dividends by banking
organizations they supervise, including the Company and its bank
subsidiary if, in the banking regulators' opinions, payment of a
dividend would constitute an unsafe or unsound practice in light of
the financial condition of the banking organization.
Other
On December 19, 1991, the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA") was enacted. Among other things,
FDICIA provides increased funding for the Bank Insurance Fund ("BIF")
of the FDIC by granting authority for special assessments against
insured deposits through a general risk-based assessment system.
FDICIA also contains provisions limiting activities and business
methods of depository institutions. FDICIA provides for expanded
regulation of depository institutions and their affiliates, including
parent holding companies, by such institutions' appropriate Federal
banking regulator.
Effective November 2, 1992, the FDIC implemented a transitional
risk-related premium system ("RRPS") beginning in 1993. Under the
RRPS, each insured institution is assigned to one of three capital
groups and to one of three supervisory subgroups for purposes of
determining the assessment rate. The capital group assignments are
based on "Call Reports" submitted six months in advance of the
assessment period and supervisory subgroup assignments will be
determined from the most recent "Report of Examination" by the
respective agency submitted by quarter ending three months prior to
assessment period.
The FDIC completed the recapitalization of the BIF in May, 1995,
and has lowered the rate structure for the stronger capitalized banks
and those with higher supervisory ratings. The proposed new rates
for the BIF are 0.00% for the highest ratings to 0.31% for the lowest
ratings. The existing SAIF premium rates which are 0.23 % to 0.31%
will continue. The portion of Minden Bank's deposits acquired in the
acquisition of the failed Oak Tree Federal Savings Bank Branch in
Minden are insured through the SAIF. Minden Bank has the most
favorable rates available in the first half of 1996, 0.00% for BIF
and 0.23% for SAIF deposits.
MINDEN BANCSHARES, INC. AND SUBSIDIARY
Consolidated Net Interest Income and Average Balances
Three Months Ended March 31, 1996 and 1995
(Thousands)
1996 1995
------------------------ ------------------------
Average Rate Average Rate
Balance Interest <F2> Balance Interest <F2>
--------- -------- ----- --------- -------- -----
ASSETS
Interest Bearing Balances
Due from Banks $2,969 $38 5.13% $12 - -
Federal Funds Sold 21,159 279 5.29% 7,321 $103 5.71%
Investment Securities <F3> 87,578 1,322 6.05% 90,978 1,361 6.07%
Federal Reserve Bank/ Federal
Home Loan Bank Stocks 1,051 17 6.49% 878 14 6.47%
Loans 100,150 2,475 9.91% 69,506 1,697 9.90%
--------- -------- --------- --------
Total Interest-
Earning Assets 212,907 $4,131 7.78% $168,695 $3,175 7.63%
Allowance for Loan Losses (3,416) (3,395)
Cash and Due from Banks 9,893 6,400
Other Assets <F3> 8,774 6,477
--------- ---------
Total Assets $228,158 $178,177
========= =========
LIABILITIES
Savings and Interest-
Bearing Demand $70,854 $502 2.84% $55,650 $379 2.76%
Time Deposits 91,791 1,197 5.23% 69,289 790 4.62%
--------- -------- --------- --------
Total Interest-
Bearing Deposits 162,645 1,699 4.19% 124,939 1,169 3.79%
Securities Sold Under
Repurchase Agreements 6,077 65 4.29% 6,948 62 3.62%
Long-Term Debt 180 4 8.91% 270 6 9.01%
--------- -------- --------- --------
Total Interest-
Bearing Liabilities 168,902 $1,768 4.20% 132,157 $1,237 3.80%
Demand Deposits 33,626 23,961
Other Liabilities 1,271 786
--------- ---------
Total Liabilities 203,799 156,904
--------- ---------
STOCKHOLDERS' EQUITY
Common Stockholders' 24,359 21,273
Equity <F3> --------- ---------
Total Liabilities and
Stockholders' Equity $228,158 $178,177
========= =========
SPREAD ON INTEREST-BEARING FUNDS 3.58% 3.83%
NET INTEREST INCOME AND NET
YIELD ON INTEREST-EARNING ASSETS $2,363 4.45% $1,938 4.66%
======== ========
<F2> All rates are annualized
<F3> Based upon amortized cost of investment securities
PART II
-------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(1) 3 (ii) By Laws as amended on January 16, 1996
11 Computation of earnings per share
(This computation is provided in Note 4 to the
Financial Statements on Page 8 and Page 9 under
Management's Discussion and Analysis)
(2) 27 Financial Data Schedule
(b) Reports on Form 8-K
None
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 hereunto duly authorized.
MINDEN BANCSHARES, INC.
May 10, 1996 BY:s/ Jack E. Byrd, Jr.
------------------------
Jack E. Byrd, Jr.
President and CEO
May 10, 1996 BY:s/ Robert W. Hines, Jr.
------------------------
Robert W. Hines, Jr.
Vice-President and
Chief Financial Officer
By-Laws as amended on January 16, 1996
EXHIBIT 3 (ii)
BYLAWS
OF
MINDEN BANCSHARES, INC.
A Louisiana Corporation
TABLE OF CONTENTS
Page
ARTICLE ONE: OFFICES............................. 1
1.01 Offices................................. 1
ARTICLE TWO: SHAREHOLDERS........................ 1
2.01 Annual Meetings......................... 1
2.02 Special Meetings........................ 1
2.03 Place of Meetings....................... 1
2.04 Notice.................................. 1
2.05 Voting List............................. 2
2.06 Voting of Shares........................ 2
2.07 Quorum.................................. 2
2.08 Majority Vote; Withdrawal of Quorum..... 3
2.09 Method of Voting; Proxies............... 3
2.10 Closing of Transfer Books; Record Date.. 3
2.11 Presiding Officials at Meetings......... 4
ARTICLE THREE: DIRECTORS......................... 4
3.01 Management.............................. 4
3.02 Number; Election; Term; Qualification... 4
3.03 Decreases in Number..................... 4
3.04 Removal................................. 4
3.05 Vacancies; Increases in Number.......... 4
3.06 First Meeting........................... 4
3.07 Regular Meetings........................ 5
3.08 Special Meetings........................ 5
3.09 Quorum; Majority Vote................... 5
3.10 Procedure; Minutes...................... 5
3.11 Presumption of Assent................... 5
3.12 Compensation............................ 5
ARTICLE FOUR: COMMITTEES......................... 6
4.01 Designation............................. 6
4.02 Number; Qualification; Term............. 6
4.03 Authority............................... 6
4.04 Committee Changes....................... 7
4.05 Regular Meetings........................ 7
4.06 Special Meetings........................ 7
4.07 Quorum; Majority Vote................... 7
4.08 Minutes................................. 7
4.09 Compensation............................ 7
4.10 Responsibility.......................... 8
ARTICLE FIVE: GENERAL PROVISIONS RELATING TO MEETINGS 8
5.01 Notice.................................. 8
5.02 Waiver of Notice........................ 8
5.03 Telephone and Similar Meetings.......... 8
5.04 Action Without Meeting.................. 8
ARTICLE SIX: OFFICERS AND OTHER AGENTS........... 9
6.01 Number; Titles; Election; Term.......... 9
6.02 Removal................................. 9
6.03 Vacancies............................... 9
6.04 Authority............................... 9
6.05 Compensation............................ 10
6.06 Chairman of the Board................... 10
6.07 President............................... 10
6.08 Vice Presidents......................... 10
6.09 Treasurer............................... 10
6.10 Assistant Treasurers.................... 11
6.11 Secretary............................... 11
6.12 Assistant Secretaries................... 11
ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS..... 11
7.01 Certificates for Shares................. 11
7.02 Issuance................................ 12
7.03 Consideration for Shares................ 12
7.04 Lost, Stolen, or Destroyed Certificates. 12
7.05 Transfer of Shares...................... 13
7.06 Registered Shareholders................. 13
7.07 Legends................................. 13
ARTICLE EIGHT: MISCELLANEOUS PROVISIONS.......... 15
8.01 Dividends............................... 15
8.02 Reserves................................ 15
8.03 Books and Records....................... 15
8.04 Fiscal Year............................. 15
8.05 Seal.................................... 15
8.06 Resignation............................. 15
8.07 Repayment of Sums Disallowed Corporation
as Deductible Expenses.................. 16
8.08 Securities of Other Corporations........ 16
8.09 Amendment............................... 16
8.10 Invalid Provisions...................... 16
8.11 Headings................................ 16
BYLAWS
OF
MINDEN BANCSHARES, INC.
A Louisiana Corporation
ARTICLE ONE: OFFICES
1.01 Offices. The Corporation may have offices at such
places, both within and without the State of Louisiana, as the
Board of Directors may from time to time determine or the business
of the Corporation may require.
ARTICLE TWO: SHAREHOLDERS
2.01 Annual Meeting. An annual meeting of shareholders of the
Corporation shall be held during each calendar year on such date
and at such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. A
shareholder must provide written advance notice by registered or
certified mail to the president of the Corporation not less than 60
days prior to the annual shareholders' meeting if the shareholder
wishes to make a proposal or nominate a person as director. The
60-day notice period begins on the date the written notice is
received by the president of the Corporation. At such meeting, the
shareholders shall elect directors and transact such other business
as may properly be brought before the meeting.
2.02 Special Meetings. A special meeting of the shareholders
may be called at any time by the president, the Board of Directors,
or the holders of not less than twenty percent of all shares
entitled to vote at such meeting. Only such business shall be
transacted at a special meeting as may be stated or indicated in
the notice of such meeting.
2.03 Place of Meetings. The annual meeting of shareholders
may be held at any place within or without the State of Louisiana
as may be designated by the Board of Directors. Special meetings
of shareholders may be held at any place within or without the
State of Louisiana as may be designated by the person or persons
calling such special meeting as provided in Section 2.02. If no
place for a meeting is designated, it shall be held at the
registered office of the Corporation.
2.04 Notice. Written or printed notice stating the place,
day, and hour of each meeting of shareholders, and, in case of a
special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than 50 days
before the date of the meeting, either personally or by mail, by or
at the direction of the president, the secretary, or the person
calling the meeting, to each shareholder of record entitled to vote
at such meeting.
2.05 Voting List. At least ten days before each meeting of
shareholders, the secretary shall prepare a complete list of
shareholders entitled to vote at such meeting, arranged in
alphabetical order, including the address of each shareholder and
the number of voting shares held by each shareholder. For a period
of ten days prior to such meeting, such list shall be kept on file
at the registered office of the Corporation and shall be subject to
inspection by any shareholder during usual business hours. Such
list shall be produced at such meeting, and at all times during
such meeting shall be subject to inspection by any shareholder.
The original stock transfer books shall be prima facie evidence as
to who are the shareholders entitled to examine such list or stock
transfer books.
2.06 Voting of Shares. Treasury shares, shares of the
Corporations's own stock by another corporation the majority of the
voting stock of which is owned or controlled by the Corporation,
and shares of the Corporation's own stock held by the Corporation
in a fiduciary capacity shall not be shares entitled to vote or to
be counted in determining the total number of outstanding shares.
Shares held by an administrator, executor, guardian, or conservator
may be voted by him, either in person or by proxy, without transfer
of such shares into his name so long as such shares form a part of
the estate and are in the possession of the estate being served by
him. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, only after the shares have been
transferred into his name as trustee. Shares standing in the name
of a receiver may be voted by such receiver, and shares held by or
under the control of a receiver may be voted by such receiver
without transfer of such shares into his name if authority to do so
is contained in the court order by which such receiver was
appointed. Shares standing in the name of another domestic or
foreign corporation of any type or kind may be voted by such
officer, agent, or proxy as the bylaws of such corporation may
provide or, in the absence of such provision, as the Board of
Directors of such corporation may determine. A shareholder whose
shares are pledged shall be entitled to vote such shares until they
have been transferred into the name of the pledgee, and thereafter,
the pledgee shall be entitled to vote such shares.
2.07 Quorum. The holders of a majority of the outstanding
shares entitled to vote, present in person or represented by proxy,
shall constitute a quorum at any meeting of shareholders, except as
otherwise provided by law, the Articles of Incorporation, or these
Bylaws. If a quorum shall not be present or represented at any
meeting of shareholders, a majority of the shareholders entitled to
vote at the meeting, who are present in person or represented by
proxy, may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be
present or represented. At any reconvening of an adjourned meeting
at which a quorum shall be present or represented any business may
be transacted which could have been transacted at the original
meeting, if a quorum had been present or represented.
2.08 Majority Vote; Withdrawal of Quorum. If a quorum is
present in person or represented by proxy at any meeting, the vote
of the holders of a majority of the outstanding shares entitled to
vote, present in person or represented by proxy, shall decide any
question brought before such meeting, unless the question is one on
which, by express provision of law, the Articles of Incorporation,
or these Bylaws, a different vote is required, in which event such
express provision shall govern and control the decision of such
question. The shareholders present at a duly convened meeting may
continue to transact business until adjournment, notwithstanding
any withdrawal of shareholders which may leave less than a quorum
remaining.
2.09 Method of Voting; Proxies. Every shareholder of record
shall be entitled at every meeting of shareholders to one vote on
each matter submitted to a vote, for every share standing in his
name on the original stock transfer books of the Corporation except
to the extent that the voting rights of the shares of any class or
classes are limited or denied by the Articles of Incorporation.
Such books shall be prima facie evidence as the identity of
shareholders entitled to vote. At any meeting of shareholders,
every shareholder having the right to vote may vote either in
person or by a proxy executed in writing by the shareholder or by
his duly authorized attorney-in-fact. Each such proxy shall be
filed with the secretary of the Corporation before or at the time
of the meeting. No proxy shall be valid after 11 months from the
date of its execution, unless otherwise provided in the proxy. If
no date is stated on a proxy, such proxy shall be presumed to have
been executed on the date of the meeting at which it is to be
voted. Each proxy shall be revocable unless expressly provided
therein to be irrevocable or unless otherwise made irrevocable by
law.
2.10 Closing of Transfer Books; Record Date. For the purpose
of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any reconvening thereof or entitled to
receive payment of any dividend or in order to make a determination
of shareholders for any other proper purpose, the Board of
Directors may provide that the stock transfer books of the
Corporation shall be closed for a stated period but not to exceed
in any event 50 days. If the stock transfer books are closed for
the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for
at least ten days immediately preceding such meeting, In lieu of
closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than 50 days
and, in case of a meeting of shareholders, not less than ten days
prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock
transfer books are not closed and if no record date is fixed for
the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders or entitled to receive payment of a
dividend, the date on which the notice of the meeting is mailed or
the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders.
2.11 Presiding Officials at Meetings. Unless some other
person or persons are elected by a vote of a majority of the shares
then entitled to vote at a meeting of shareholders, the president
shall preside at and the secretary shall prepare minutes of each
meeting of shareholders.
ARTICLE THREE: DIRECTORS
3.01 Management. The business and affairs of the Corporation
shall be managed by the Board of Directors, subject to the
restrictions imposed by law, the Articles of Incorporation, or
these Bylaws.
3.02 Number; Election; Term; Qualification. The first Board
of Directors shall consist of the number of directors named in the
Articles of Incorporation. Thereafter, the number of directors
which shall constitute the entire Board of Directors shall be
determined by resolution of the Board of Directors at any meeting
thereof or by the shareholders at any meeting thereof, but shall
never be less than one. At each annual meeting of shareholders,
directors shall be elected to hold office until the next annual
meeting of shareholders and until their successors are elected and
qualified. No director need be a shareholder, a resident of the
State of Louisiana, or a citizen of the United States.
3.03 Decreases in Number. No decrease in the number of
directors constituting the entire Board of Directors shall have the
effect of shortening the term of any incumbent director.
3.04 Removal. At any meeting of shareholders called expressly
for that purpose, any director or the entire Board of Directors may
be removed, with or without cause, by a vote of the holders of a
majority of the shares then entitled to vote on the election of
directors.
3.05 Vacancies; Increases in Number. Any vacancy occurring in
the Board of Directors (by death, resignation, removal, or
otherwise) may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board of
Directors. A director elected to fill a vacancy shall be elected
to serve for the unexpired term of his predecessor in office. In
case of any increase in the number of directors constituting the
entire Board of Directors, the additional directors shall be
elected at a meeting of shareholders.
3.06 First Meeting. Each newly elected Board of Directors may
hold its first meeting for the purpose of organization and the
transaction of business, if a quorum is present, immediately after
and at the same place as the annual meeting of shareholders, and no
notice of such meeting shall be necessary.
3.07 Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such times and places as
may be designated from time to time by resolution of the Board of
Directors and communicated to all directors.
3.08 Special Meetings. A special meeting of the Board of
Directors shall be held whenever called by any director at such
time and place as such director shall designate in the notice of
such special meeting. The director calling any special meeting
shall cause notice of such special meeting to be given to each
director at least 24 hours before such special meeting. Neither
the business to be transacted at, nor the purpose of, any special
meeting of the Board of Directors need be specified in the notice
or waiver of notice of any special meeting.
3.09 Quorum; Majority Vote. At all meetings of the Board of
Directors, a majority of the directors fixed in the manner provided
in these Bylaws shall constitute a quorum for the transaction of
business. If a quorum is not present at a meeting, a majority of
the directors present may adjourn the meeting from time to time,
without notice other than an announcement at the meeting, until a
quorum is present. The vote of a majority of the directors present
at a meeting at which a quorum is in attendance shall be the act of
the Board of Directors, unless the vote of a different number is
required by the Articles of Incorporation or these Bylaws.
3.10 Procedure; Minutes. At meetings of the Board of
Directors, business shall be transacted in such order as the Board
of Directors may determine from time to time. The Board of
Directors shall appoint at each meeting a person to preside at the
meeting and a person to act as secretary of the meeting. The
secretary of the meeting shall prepare minutes of the meeting which
shall be delivered to the secretary of the Corporation for
placement in the minute books of the Corporation.
3.11 Presumption of Assent. A director of the Corporation who
is present at any meeting of the Board of Directors at which action
on any matter is taken shall be presumed to have assented to the
action unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action
with the person acting as secretary of the meeting before the
adjournment thereof or shall forward any dissent by certified or
registered mail to the secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.
3.12 Compensation. Directors, in their capacity as directors,
may receive, by resolution of the Board of Directors, a fixed sum
and expenses of attendance, if any, for attending meetings of the
Board of Directors or a stated salary. No director shall be
precluded from serving the Corporation in any other capacity or
receiving compensation therefor.
ARTICLE FOUR: COMMITTEES
4.01 Designation. The Board of Directors may by resolution
adopted by a majority of the entire Board of Directors designate
executive and other committees.
4.02 Number; Qualification; Term. Each committee shall
consist of one or more directors appointed by resolution adopted by
a majority of the entire Board of Directors. The number of
committee members may be increased or decreased from time to time
by resolution adopted by a majority of the entire Board of
Directors. Each committee member shall serve as such until the
expiration of his term as a director or his earlier resignation,
unless sooner removed as a committee member or as a director.
4.03 Authority. The executive committee, unless expressly
restricted in the resolution adopted by a majority of the entire
Board of Directors establishing the executive committee, shall have
and may exercise all of the authority of the Board of Directors in
the management of the business and affairs of the Corporation.
Each other committee, to the extent expressly provided for in the
resolution adopted by a majority of the entire Board of Directors
establishing such committee, shall have and may exercise all of the
authority of the Board of Directors in the management of the
business and affairs of the Corporation. However, no committee
shall have the authority of the Board of Directors in reference to:
(a) amending the Articles of Incorporation;
(b) approving a plan of merger or consolidation;
(c) recommending to the shareholders the sale, lease, or
exchange of all or substantially all of the property and
assets of the Corporation otherwise than in the usual and
regular course of its business;
(d) recommending to the shareholders a voluntary dissolution
of the Corporation or a revocation thereof;
(e) amending, altering, or repealing these Bylaws or adopting
new Bylaws;
(f) filling vacancies in or removing members of the Board of
Directors or of any committee;
(g) electing or removing officers or committee members;
(h) fixing the compensation of any committee member; and
(i) altering or repealing any resolution of the Board of
Directors which by its terms provides that it shall not
be amendable or repealable.
In the resolution adopted by a majority of the entire Board of
Directors establishing an executive or other committee, the Board
of Directors may expressly authorize such committee to declare
dividends or to authorize the issuance of shares of the
Corporation.
4.04 Committee Changes. The Board of Directors shall have the
power at any time to fill vacancies in, to change the membership
of, and to discharge any committee. However, a committee member
may be removed by the Board of Directors, only if, in the judgment
of the Board of Directors, the best interests of the Corporation
will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
4.05 Regular Meetings. Regular meetings of any committee may
be held without notice at such times and places as may be
designated from time to time by resolution of the committee and
communicated to all committee members.
4.06 Special Meetings. A special meeting of any committee may
be held whenever called by any committee member at such time and
place as such committee member shall designate in the notice of
such special meeting. The committee member calling any special
meeting shall cause notice of such special meeting to be given to
each committee member at least 12 hours before such special
meeting. Neither the business to be transacted at, nor the purpose
of, any special meeting of any committee need be specified in the
notice or waiver of notice or any special meeting.
4.07 Quorum; Majority Vote. At all meetings of any committee,
a majority of the number of committee members designated by the
Board of Directors shall constitute a quorum for the transaction of
business. If a quorum is not present at a meeting of any
committee, a majority of the committee members present may adjourn
the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present. The vote
of a majority of the committee members present at any meeting at
which a quorum is in attendance shall be the act of a committee,
unless the vote of a different number is required by the Articles
of Incorporation or these Bylaws.
4.08 Minutes. Each committee shall cause minutes of its
proceedings to be prepared and shall report the same to the Board
of Directors upon the request of the Board of Directors. The
minutes of the proceedings of each committee shall be delivered to
the secretary of the Corporation for placement in the minute books
of the Corporation.
4.09 Compensation. Committee members may, by resolution of
the Board of Directors, be allowed a fixed sum and expenses of
attendance, if any, for attending any committee meetings or a
stated salary.
4.10 Responsibility. The designation of any committee and the
delegation of authority to it shall not operate to relieve the
Board of Directors or any director of any responsibility imposed
upon it or such director by law.
ARTICLE FIVE: GENERAL PROVISIONS RELATING TO MEETINGS
5.01 Notice. Whenever by law, the Articles of Incorporation,
or these Bylaws, notice is required to be given to any shareholder,
director, or committee member and no provision is made as to how
such notice shall be given, it shall be construed to mean that
notice may be given either (a) in person, (b) in writing, by mail,
(c) except in the case of a shareholder, by telegram, telex, cable,
telecopies, or similar means, or (d) by any other method permitted
by law. Any notice required or permitted to be given hereunder
(other than personal notice) shall be addressed to such
shareholder, director, or committee member at his address as it
appears on the books on the Corporation or, in the case of a
shareholder, on the stock transfer records of the Corporation or at
such other place as such shareholder, director, or committee member
is known to be at the time notice is mailed or transmitted. Any
notice required or permitted to be given by mail shall be deemed to
be delivered and given at the time when the same is deposited in
the United States mail, postage prepaid. Any notice required or
permitted to be given by telegram, telex, cable, telecopier, or
similar means shall be deemed to be delivered and given at the time
transmitted.
5.02 Waiver of Notice. Whenever by law, the Articles of
Incorporation, or these Bylaws, any notice is required to be given
to any shareholder, director, or committee member of the
Corporation a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time
notice should have been given, shall be equivalent to the giving of
such notice. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting is
not lawfully called or convened.
5.03 Telephone and Similar Meetings. Shareholders, directors,
or committee members may participate in and hold a meeting by means
of a conference telephone or similar communications equipment by
means of which persons participating in the meeting can hear each
other. Participation in such a meeting shall constitute presence
in person at such meeting, except where a person participates in
the meeting for the express purpose of objecting to the transaction
of any business on the ground that the meeting is not lawfully
called or convened.
5.04 Action Without Meeting. Any action which may be taken,
or is required by law, the Articles of Incorporation, or these
Bylaws to be taken, at a meeting of shareholders, directors, or
committee members may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all
of the shareholders, directors, or committee members, as the case
may be, entitled to vote with respect to the subject matter
thereof, and such consent shall have the same force and effect as
a unanimous vote of such shareholders, directors, or committee
members, as the case may be, and may be stated as such in any
document filed with the Secretary of State of Louisiana or in any
certificate or other document delivered to any person. The consent
may be in one or more counterparts so long as each shareholder,
director, or committee member signs one of the counterparts. The
signed consent shall be placed in the minute books of the
Corporation.
ARTICLE SIX: OFFICERS AND OTHER AGENTS
6.01 Number; Titles; Election; Term. The Corporation shall
have a president, one or more vice presidents (and, in the case of
each vice president, with such descriptive title, if any, as the
Board of Directors shall determine), a secretary, a treasurer, and
such other officers and agents as the Board of Directors may deem
desirable. The Board of Directors shall elect a president, vice
president, treasurer, and secretary at its first meeting at which
a quorum shall be present after the annual meeting of shareholders
or whenever a vacancy exists. The Board of Directors then, or from
time to time, may also elect or appoint one or more other officers
or agents as it shall deem advisable. Each officer and agent shall
hold office for the term for which he is elected or appointed and
until his successor has been elected or appointed and qualified.
Unless otherwise provided in the resolution of the Board of
Directors electing or appointing an officer or agent, his term of
office shall extend to and expire at the meeting of the Board of
Directors following the next annual meeting of shareholders or, if
earlier, at his death, resignation, or removal. Any two or more
offices may be held by the same person, except that the president
and the secretary shall not be the same person. No officer or
agent need be a shareholder, a director, a resident of the State of
Louisiana, or a citizen of the United States.
6.02 Removal. Any officer or agent elected or appointed by
the Board of Directors may be removed by the Board of Directors,
only if, in the judgment of the Board of Directors, the best
interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any,
of the person so removed. Election or appointment of an officer or
agent shall not of itself create contract rights.
6.03 Vacancies. Any vacancy occurring in any office of the
Corporation may be filled by the Board of Directors.
6.04 Authority. Officers shall have such authority and
perform such duties in the management of the Corporation as are
provided in these Bylaws or as may be determined by resolution of
the Board of Directors not inconsistent with these Bylaws.
6.05 Compensation. The compensation, if any, of officers
shall be fixed, increased, or decreased from time to time by the
Board of Directors; provided, that the Board of Directors may by
resolution delegate to any one or more officers of the Corporation
the authority to fix such compensation.
6.06 Chairman of the Board. The Chairman of the Board, if
any, shall be an officer of the Corporation and, subject to the
direction of the Board of Directors, shall perform such executive,
supervisory, and management functions and duties as may be assigned
to him from time to time by the Board of Directors.
6.07 President. The president shall be the chief executive
officer of the Corporation and, subject to the supervision of the
Board of Directors, shall have general management of the business
and affairs of the Corporation in the ordinary course of its
business with all such powers with respect to such business and
affairs as may be reasonably incident to such responsibilities,
including, but not limited to, the power to employ, discharge, or
suspend employees and agents of the Corporation, to fix the
compensation of employees and agents, and to suspend, with or
without cause, any officer of the Corporation pending final action
by the Board of Directors with respect to continued suspension,
removal, or reinstatement of such officer. The president shall see
that all orders and resolutions of the Board of Directors are
carried into effect and shall perform such other duties and have
such other authority and powers as the Board of Directors may from
time to time prescribe.
6.08 Vice Presidents. Each vice president shall have such
powers and duties as may be prescribed from time to time by the
Board of Directors or as may be delegated from time to time by the
president and (in the order as designated by the Board of
Directors, or in the absence of such designation, as determined by
the length of time each has held the office of vice president
continuously) shall exercise the powers of the president during
that officer's absence or inability to act.
6.09 Treasurer. The treasurer shall have custody of the
Corporation's funds and securities, shall keep full and accurate
accounts of receipts and disbursements, and shall deposit all
moneys and valuable effects in the name and to the credit of the
Corporation in such depository or depositories as may be designated
by the Board of Directors. The treasurer shall audit all payrolls
and vouchers of the Corporation, receive, audit, and consolidate
all operating and financial statements of the Corporation and its
various departments, shall supervise the accounting and auditing
practices of the Corporation, and shall have charge of matters
relating to taxation. Additionally, the treasurer shall have the
power to endorse for deposit, collection or otherwise all checks,
drafts, notes, bills of exchange, and other commercial paper
payable to the Corporation and to give proper receipts and
discharges for all payments to the Corporation. The treasurer
shall perform such other duties as may be prescribed from time to
time by the Board of Directors or as may be delegated from time to
time by the president.
6.10 Assistant Treasurers. Each assistant treasurer shall
perform such duties as may be prescribed from time to time by the
Board of Directors or as may be delegated from time to time by the
president. The assistant treasurers (in the order as designated by
the Board of Directors or, in the absence of such designation, as
determined by the length of time each has held the office of
assistant treasurer continuously) shall exercise the powers of the
treasurer during that officer's absence or inability to act.
6.11 Secretary. The secretary shall maintain minutes of all
meetings of the Board of Directors, of any committee, and of the
shareholders or consents in lieu of such minutes in the
Corporation's minute books, and shall cause notice of such meetings
to be given when requested by any person authorized to call such
meetings. The secretary may sign with the president, in the name
of the Corporation, all contracts of the Corporation and affix the
seal of the Corporation thereto. The secretary shall have charge
of the certificate books, stock transfer books, and stock papers as
the Board of Directors may direct, all of which shall at all
reasonable times be open to inspection by any director at the
office of the Corporation during business hours. The secretary
shall perform such other duties as may be prescribed from time to
time by the Board of Directors or as may be delegated from time to
time by the president.
6.12 Assistant Secretaries. Each assistant secretary shall
perform such duties as may be prescribed from time to time by the
Board of Directors or as may be delegated from time to time by the
president. The assistant secretaries (in the order designated by
the Board of Directors or, in the absence of such designation, as
determined by the length of time each has held the office of
assistant secretary continuously) shall exercise the powers of the
secretary during that officer's absence of inability to act.
ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS
7.01 Certificates for Shares. The certificates for shares of
stock of the Corporation shall be in such form as shall be approved
by the Board of Directors in conformity with law. The certificates
shall be consecutively numbered, shall be entered as they are
issued in the books of the Corporation or in the records of the
Corporation's designated transfer agent, if any, and shall state
the shareholder's name, the number of shares, and such other
matters as may be required by law. The certificates shall be
signed by the president or any vice president and also by the
secretary, an assistant secretary, or any other officer, and may be
sealed with the seal of the Corporation or a facsimile thereof. If
any certificate is countersigned by a transfer agent or registered
by a registrar, either of which is other than the Corporation
itself or an employee of the Corporation, the signatures of the
foregoing officers may be a facsimile.
7.02 Issuance. Shares with or without par value may be issued
for such consideration and to such persons as the Board of
Directors may from time to time determine, except in the case of
shares with par value the consideration must be at least equal to
the par value of such shares, Shares may not be issued until the
full amount of the consideration has been paid.
7.03 Consideration for Shares. The consideration for the
issuance of shares shall consist of money paid, labor done
(including services actually performed for the Corporation), or
property (tangible or intangible) actually received. Neither
promissory notes nor the promise of future services shall
constitute payment for shares. In the absence of fraud in the
transaction, the judgment of the Board of Directors as to the value
of consideration received shall be conclusive. When consideration,
fixed as provided by law, has been paid, the shares shall be deemed
to have been issued and shall be considered fully paid and
nonassessable. The consideration received for shares shall be
allocated by the Board of Directors, in accordance with law,
between stated capital and capital surplus accounts.
7.04 Lost, Stolen or Destroyed Certificates. The Corporation
shall issue a new certificate in place of any certificate for
shares previously issued if the registered owner of the
certificate:
(a) Claim. Makes proof in affidavit form that a previously
issued certificate for shares has been lost, destroyed,
or stolen;
(b) Timely Request. Requests the issuance of a new
certificate before the Corporation has notice that the
certificate has been acquired by a purchaser for value in
good faith and without notice of an adverse claim;
(c) Bond. Gives a bond in such form, and with such surety or
sureties, with fixed or open penalty, as the Board of
Directors may direct, in its discretion, to indemnify the
Corporation (and its transfer agent and registrar, if
any) against any claim that may be made on account of the
alleged loss, destruction, or theft of the certificate;
and
(d) Other Requirements. Satisfied any other reasonable
requirements imposed by the Board of Directors.
When a certificate has been lost, destroyed, or stolen, and the
shareholder of record fails to notify the Corporation within a
reasonable time after he has notice of it, and the Corporation
registers a transfer of the shares represented by the certificate
before receiving such notification, the shareholder of record is
precluded from making any claim against the Corporation for the
transfer or for a new certificate.
7.05 Transfer of Shares. Shares of stock of the Corporation
shall be transferable only on the books of the Corporation by the
shareholders thereof in person or by their duly authorized attorney
or legal representatives. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate representing
shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, the Corporation
or its transfer agent shall issue a new certificate to the person
entitled thereto, cancel the old certificate, and record the
transaction upon its books.
7.06 Registered Shareholders. The Corporation shall be
entitled to treat the shareholder of record as the shareholder in
fact of any shares and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall
have actual or other notice thereof, except as otherwise provided
by law.
7.07 Legends. If the Corporation is authorized to issue
shares of more than one class, each certificate representing shares
issued by the Corporation (a) shall conspicuously set forth on the
face or back of the certificate a full statement of (i) all of the
designations, preferences, limitations, and relative rights of the
shares of each class authorized to be issued, and (ii) if the
Corporation is authorized to issue shares of any preferred or
special class in series, the variations in the relative rights and
preferences of the shares of each such series to the extent they
have been fixed and determined and the authority of the Board of
Directors to fix and determine the relative rights and preferences
of subsequent series; or (b) shall conspicuously state on the face
or back of the certificate that (k) such a statement is set forth
in the Articles of Incorporation on file in the office of the
Secretary of State and (ii) the Corporation will furnish a copy of
such statement to the record holder of the certificate without
charge on written request to the Corporation at its principal place
of business or registered office.
If the Corporation has by its Articles of Incorporation
limited or denied the preemptive right of shareholders to acquire
unissued or treasury shares of the Corporation, every certificate
representing shares issued by the Corporation (a) shall
conspicuously set forth upon the face or back of the certificate a
full statement of the limitation or denial of preemptive rights
contained in the Articles of Incorporation, or (b) shall
conspicuously state on the face or back of the certificate (i) that
there is on file in the office of the Secretary of State a full
statement of the limitation or denial of preemptive rights
contained in the Articles of Incorporation, and (ii) that the
Corporation will furnish a copy of such statement to any
shareholder without charge upon written request to the Corporation
at its principal place of business or registered office.
If the Corporation issues any shares which are not registered
under the Securities Act of 1933, as amended, and registered or
qualified under any applicable state securities laws, the transfer
of any such shares shall be restricted in accordance with the
following legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended
(the 'Act'), or the laws of any state, and may not be
offered for sale, sold or transferred unless a
registration statement under the Act is then in effect
with respect to such shares or an exemption from the
registration requirement of the Act is then in fact
applicable to such sale, transfer or offer for sale. In
addition, these shares have been issued pursuant to the
intrastate offering exemption of the Act [Section
3(a)(11)] and Rule 147 thereunder, and may not, prior to
nine months after the last sale of any security issued by
the Corporation pursuant to the offering of which these
shares are a part, be sold to anyone not a resident of
the State of Louisiana."
In the event any restriction on the transfer, or registration
of the transfer, of shares shall be imposed or agreed to by the
Corporation, each certificate representing shares so restricted (a)
shall conspicuously set forth a full or summary statement of the
restriction on the fact of the certificate, or (b) shall set forth
such statement on the back of the certificate and conspicuously
refer to the same on the face of the certificate, or (c) shall
conspicuously state on the face or back of the certificate that
such a restriction exists pursuant to a specified document and (i)
that the Corporation will furnish to the record holder of the
certificate without charge upon written request to the Corporation
at its principal place of business or registered office a copy of
the specified document, or (ii) if such document is one required or
permitted by law to be and has been filed, that such specified
document is on file in the office of the Secretary of State and
contains a full statement of such restriction.
ARTICLE EIGHT: MISCELLANEOUS PROVISIONS
8.01 Dividends. Subject to provisions of the statutes and the
Articles of Incorporation, dividends may be declared by the Board
of Directors at any meeting and may be paid in cash, in property,
or in shares of stock of the Corporation. Such declaration and
payment shall be at the discretion of the Board of Directors.
8.02 Reserves. The Board of Directors may create out of funds
of the Corporation legally available therefor such reserve or
reserves as the Board of Directors from time to time, in its
discretion, considers proper to provide for contingencies, to
equalize dividends or to repair or maintain any property of the
Corporation, or for such other purpose as the Board of Directors
shall consider beneficial to the Corporation. The Board of
Directors may modify or abolish any such reserve.
8.03 Books and Records. The Corporation shall keep correct
and complete books and records of account, shall keep minutes of
the proceedings of its shareholders, Board of Directors, and any
committee, and shall keep at its registered office or principal
place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and
addresses of all shareholders and the number and class of the
shares held by each shareholder.
8.04 Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board of Directors; provided, that if such fiscal year
is not fixed by the Board of Directors it shall be the calendar
year.
8.05 Seal. The seal, if any, of the Corporation shall be in
such form as may be approved from time to time by the Board of
Directors.
8.06 Resignation. A director, committee member, officer, or
agent may resign by so stating at any meeting of the Board of
Directors or by giving written notice to the Board of Directors,
the president or secretary. Such resignation shall take effect at
the time specified therein, or immediately if no time is specified.
Unless it specifies otherwise, a resignation is effective without
being accepted.
8.07 Repayment of Sums Disallowed Corporation as Deductible
Expenses. Any payments made to an officer, director, or employee
of the corporation, such as a salary, commission, bonus, interest,
or rent, or entertainment expense incurred, which shall be
disallowed in whole or in part as a deductible expense by the
Internal Revenue Service, shall be reimbursed by such officer,
director, or employee to the corporation to the full extent of such
disallowance. It shall be the duty of the directors, as a Board,
to enforce payment of each such amount disallowed. In lieu of
payment by the officer, director, or employee, subject to the
determination of the directors, proportionate amounts may be
withheld from his or her future compensation payments until the
amount owed to the corporation has been recovered.
8.08 Securities of Other Corporations. The Chairman of the
Board, president, any vice president or the treasurer of the
Corporation shall have the power and authority to transfer, endorse
for transfer, vote, consent, or take any other action with respect
to any securities of another issuer which may be held or owned by
the Corporation and to make, execute, and deliver any waiver,
proxy, or consent with respect to any such securities.
8.09 Amendment. The power and authority to alter, amend, or
repeal these Bylaws or to adopt new Bylaws are concurrently vested
in the Board of Directors and the shareholders, subject to the
right of the shareholders to repeal the authority of the Board of
Directors to alter, amend, or repeal these Bylaws or to adopt new
Bylaws.
8.10 Invalid Provisions. If any part of these Bylaws shall be
held invalid or inoperative for any reason, the remaining parts, so
far as it is possible and reasonable, shall remain valid and
operative.
8.11 Headings. The headings used in these Bylaws are for
convenience only and do not constitute matter to be construed in
the interpretation of these Bylaws.
The undersigned, the secretary of the Corporation, hereby
certifies that the foregoing Bylaws were adopted by the Board of
Directors of the Corporation as of the 14th day of June, 1983, and
amended by Amendment dated January 16, 1996.
s/ John W. Montgomery
-----------------------------
John W. Montgomery, Secretary
Minden Bancshares, Inc.