SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996 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: 0-21108 MARION CAPITAL HOLDINGS, INC. (Exact name of registrant specified in its charter) Indiana 35-1872393 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 100 West Third Street P.O. Box 367 Marion, Indiana 46952 (Address of principal executive offices, including Zip Code) (317) 664-0556 (Registrant's telephone number, including area code) 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 report), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares of the Registrant's common stock, without par value, outstanding as of February 7, 1997 was 1,844,142. Marion Capital Holdings, Inc. Form 10-Q Index Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements 3 Consolidated Condensed Statement of Financial Condition as of December 31, 1996 and June 30, 1996 3 Consolidated Condensed Statement of Income for the three-month periods ended December 31, 1996 and 1995 4 Consolidated Condensed Statement of Changes in Shareholders' Equity for the three months ended December 31, 1996 5 Consolidated Condensed Statement of Cash Flows for the three months ended December 31, 1996 and 1995 6-7 Notes to Consolidated Condensed Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 -2- MARION CAPITAL HOLDINGS, INC. AND WHOLLY-OWNED SUBSIDIARY FIRST FEDERAL SAVINGS BANK OF MARION CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL CONDITION December 31, June 30, 1996 1996 ------------- ------------- ASSETS Cash $ 2,211,874 $ 2,365,805 Short-term interest bearing deposits 2,754,738 5,154,518 ------------- ------------- Total cash and cash equivalents 4,966,612 7,520,323 Investment securities available for sale 1,007,500 999,750 Investment securities held to maturity (market value $8,578,213 and $11,496,535) 8,615,029 11,566,476 Mortgage-backed securities (market value $623,755 and $1,389,232) 629,684 1,491,246 Loans receivable, net 146,804,984 143,164,641 Real estate owned, net 23,936 182,959 Premises and equipment 1,492,121 1,446,025 Stock in Federal Home Loan Bank (at cost which approximates market) 988,400 988,400 Other assets 11,277,454 10,406,755 ------------- ------------- Total assets $ 175,805,720 $ 177,766,575 ============= ============= LIABILITIES Deposits $ 123,911,566 $ 126,260,010 Advances from FHLB 8,233,390 6,241,474 Advances by borrowers for taxes and insurance 199,703 392,278 Other liabilities 3,490,377 3,361,739 ------------- ------------- Total liabilities 135,835,036 136,255,501 SHAREHOLDERS' EQUITY Preferred Stock: Authorized and unissued--2,000,000 shares 0 0 Common stock, without par value: Authorized--5,000,000 shares Issued and outstanding--1,843,942 and 1,933,613 shares 12,053,034 13,814,937 Retained earnings 28,182,049 28,128,458 Unrealized (gain) on securities available for sale 545 (119) Unearned compensation (264,944) (432,202) ------------- ------------- Total shareholders' equity 39,970,684 41,511,074 ------------- ------------- Total liabilities and shareholders' equity $ 175,805,720 $ 177,766,575 ============= ============= -3- MARION CAPITAL HOLDINGS, INC. AND WHOLLY-OWNED SUBSIDIARY FIRST FEDERAL SAVINGS BANK OF MARION CONSOLIDATED CONDENSED STATEMENT OF INCOME Three Months Ended Six Months Ended December 31, December 31, -------------------------- -------------------------- 1996 1995 1996 1995 ----------- ----------- ----------- ----------- Interest income Loans $ 3,202,867 $ 3,136,955 $ 6,386,241 $ 6,227,018 Mortgage-backed securities 11,202 29,081 27,889 61,332 Federal funds sold 0 0 0 0 Interest-bearing deposits 69,794 71,364 142,337 112,599 Investment securities 127,295 208,336 266,339 443,405 Other interest and dividend income 19,504 18,331 39,007 36,663 ----------- ----------- ----------- ----------- Total interest income 3,430,662 3,464,067 6,861,813 6,881,017 Interest expense Deposits 1,574,216 1,573,157 3,188,454 3,153,564 Advances from FHLB 109,064 114,892 209,097 234,086 Securities sold under agreement to repurchase 0 32,363 0 45,087 ----------- ----------- ----------- ----------- Total interest expense 1,683,280 1,720,412 3,397,551 3,432,737 ----------- ----------- ----------- ----------- Net interest income 1,747,382 1,743,655 3,464,262 3,448,280 Provision for losses on loans 5,759 24,243 9,949 24,243 ----------- ----------- ----------- ----------- Net interest income after provision for losses on loans 1,741,623 1,719,412 3,454,313 3,424,037 ----------- ----------- ----------- ----------- Other income Net loan servicing fees 22,886 20,001 45,093 39,179 Annuity and other commissions 45,387 38,189 89,903 82,595 Equity in losses of limited partnerships (60,000) (51,427) (120,000) (95,653) Gain on sale of other assets 51,376 0 51,376 0 Other income 19,120 18,129 37,712 55,810 ----------- ----------- ----------- ----------- Total other income 78,769 24,892 104,084 81,931 ----------- ----------- ----------- ----------- Other expenses Salaries and employee benefits 572,941 585,205 1,258,544 1,175,730 Occupancy expense 36,816 37,020 80,765 76,315 Equipment expense 14,021 14,531 28,322 27,567 Deposit insurance expense 85,129 81,532 946,780 162,290 Real estate operations, net 2,881 (19,800) 10,991 (18,335) Other expenses 209,370 175,445 426,483 365,157 ----------- ----------- ----------- ----------- Total other expenses 921,158 873,933 2,751,885 1,788,724 ----------- ----------- ----------- ----------- Income before income taxes 899,234 870,371 806,512 1,717,244 Income tax expense 236,015 232,737 15,805 473,782 ----------- ----------- ----------- ----------- Net income $ 663,219 $ 637,634 $ 790,707 $ 1,243,462 =========== =========== =========== =========== Per Share Net income $ 0.35 $ 0.31 $ 0.42 $ 0.60 Dividends $ 0.20 $ 0.18 $ 0.40 $ 0.36 -4- MARION CAPITAL HOLDINGS, INC. AND WHOLLY-OWNED SUBSIDIARY FIRST FEDERAL SAVINGS BANK OF MARION CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Common Stock Unearned Total ------------------------- Retained Unrealized gain Compensation Shareholders' Shares Amount Earnings on Securities RRP Equity --------- ----------- ----------- --------------- ------------ ------------- Balances, July 1, 1996 1,933,613 $13,814,937 $28,128,458 ($119) ($432,202) $41,511,074 Stock repurchases (96,680) (1,965,480) (1,965,480) Exercise of stock options 7,009 70,090 70,090 Amortization of unearned compensation 167,258 167,258 Net change in unrealized (gain) on securities available for sale 664 664 Net income for the six months ended December 31, 1996 790,707 790,707 Tax benefit on compensation plans 133,487 133,487 Cash dividends (737,116) (737,116) --------- ----------- ----------- ---- --------- ----------- Balances, December 31, 1996 1,843,942 $12,053,034 $28,182,049 $545 ($264,944) $39,970,684 ========= =========== =========== ==== ========= =========== -5- MARION CAPITAL HOLDINGS, INC. AND WHOLLY-OWNED SUBSIDIARY FIRST FEDERAL SAVINGS BANK OF MARION CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS Six Months Ended December 31, -------------------------- 1996 1995 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 790,707 $ 1,243,462 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 9,949 24,243 Provision for real estate owned losses 0 (20,070) Equity in loss of limited partnerships 120,000 95,653 Amortization of net loan origination fees (131,683) (103,687) Net amortization (accretion) of investment securities' premiums and discounts 10,317 10,705 Net amortization (accretion) of mortgage- backed securities and CMO premiums 750 4,421 Amortization of unearned compensation 167,258 172,192 Depreciation 39,021 38,493 Deferred income tax (147,260) (108,221) Origination of loans for sale (3,696,650) (2,637,808) Proceeds from sale of loans 3,696,650 2,637,808 Change in: Interest receivable (50,796) (99,324) Interest payable and other liabilities 128,638 135,290 Cash value of insurance (214,762) (55,000) Prepaid expense and other assets 61,942 (59,278) Net cash provided by operating activities 784,081 1,278,879 ----------- ----------- INVESTING ACTIVITIES Purchase of investment securities available for sale (1,007,031) (1,984,528) Proceeds from maturity of investment securities available for sale 1,000,000 1,000,000 Purchase of investment securities held to maturity (3,000,000) 0 Proceeds from maturity of investment securities held to maturity 5,937,161 1,000,000 Payments on mortgage-backed securities 860,812 240,267 Net changes in loans (3,385,417) (2,400,352) Proceeds from real estate owned sales 30,722 24,000 Purchases of premises and equipment (85,117) (17,987) Premiums paid on Life Insurance (860,000) 0 Death benefits received on life insurance 352,687 0 ----------- ----------- Net cash used by investing activities (156,183) (2,138,600) ----------- ----------- -6- CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (continued) Six Months Ended December 31, -------------------------- 1996 1995 ----------- ----------- FINANCING ACTIVITIES Net change in: Noninterest-bearing deposits, NOW passbook and money market savings accounts (473,687) 530,784 Certificates of deposit (1,874,757) 718,549 Proceeds from FHLB advances 5,000,000 3,000,000 Repayment of FHLB advances (3,008,084) (3,221,678) Proceeds from securities sold under agreement to repurchase 0 2,520,389 Repayment of securities sold under agreement to repurchase 0 (1,000,000) Net change in advances by borrowers for taxes and insurance (192,575) (8,881) Proceeds from exercise of stock options 70,090 151,990 Stock repurchases (1,965,480) 0 Dividends paid (737,116) (718,678) ----------- ----------- Net cash provided (used) by financing activities (3,181,609) 1,972,475 ----------- ----------- NET CHANGE IN CASH AND CASH EQUIVALENTS (2,553,711) 1,112,754 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 7,520,323 3,483,184 ----------- ----------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,966,612 $ 4,595,938 =========== =========== ADDITIONAL CASH FLOWS AND SUPPLEMENTARY INFORMATION Interest paid $ 3,392,443 $ 3,436,148 Income tax paid 305,879 444,958 Loan balances transferred to real estate owned 96,896 148,029 Loans to finance the sale of real estate owned 210,000 359,500 -7- MARION CAPITAL HOLDINGS, INC. AND WHOLLY-OWNED SUBSIDIARY FIRST FEDERAL SAVINGS BANK OF MARION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS NOTE A: Basis of Presentation The unaudited interim consolidated condensed financial statements include the accounts of Marion Capital Holdings, Inc. (the "Company") and its subsidiary First Federal Savings Bank of Marion (the "Bank"). The unaudited interim consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, the financial statements reflect all adjustments, comprising only normal recurring accruals, necessary to present fairly the Company's financial position as of December 31, 1996, results of operations for the three month and six month periods ended December 31, 1996 and 1995, and cash flows for the six month periods ended December 31, 1996 and 1995. NOTE B: Dividends and Earnings Per Share On November 18, 1996, the Board of Directors declared a quarterly cash dividend of $.20 per share. This dividend was paid on December 13, 1996 to shareholders of record as of November 29, 1996. The per share amounts were computed based on average common and common equivalent shares outstanding for the three month and six month periods ended December 31, 1996 of 1,899,692 and 1,906,115, respectively. For the three month and six month periods ended December 31, 1995 average common and common equivalent shares outstanding amounted to 2,073,567 and 2,072,067, respectively. NOTE C: Accounting For Mortgage Servicing Rights The Company adopted Statement of Accounting Standards ("SFAS") No. 122, Accounting for Mortgage Servicing Rights, on July 1, 1996. Mortgage servicing rights on originated loans are capitalized by allocating the total cost of the mortgage loans between the mortgage servicing rights and the loans based on their relative fair values. Capitalized servicing rights are amortized in proportion to and over the period of estimated servicing revenues. The adoption of SFAS No. 122 did not have a material effect on the Company's financial statements. Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations. General: The Company's total assets were $175.8 million at December 31, 1996 compared to $177.8 million at June 30, 1996. Cash and cash equivalents decreased $2.6 million or 34.0% and investment securities were decreased $2.9 million or 23.4% from June 30, 1996 to December 31, 1996. Loans receivable were $146.8 million at December 31, 1996, an increase of $3.6 million, or 2.5%, from June 30, 1996. This increase is due primarily to an origination of a $2.5 million loan to another savings and loan holding company over a seven year period. Real estate owned decreased to $24,000 at December 31, 1996, compared to $183,000 at June 30 1996. -8- Deposits decreased to $123.9 million at December 31, 1996 compared to $126.3 million at June 30, 1996, a 1.9% decrease. This $2.4 million decrease represented a $474,000 decrease in passbook and transaction accounts and an approximate $1,875,000 decrease in certificate of deposit accounts. This decrease in total deposits results primarily from an outflow of existing accounts to different market alternatives. The Bank continues to pay competitive rates on its savings products compared to other financial institutions in its market area. Other liabilities increased from $3.4 million at June 30, 1996 to $3.5 million at December 31, 1996 as a result of normal operational increases. Shareholders' equity was $40.0 million at December 31, 1996, compared to $41.5 million at June 30, 1996. This decrease was the result of completing a 5% repurchase of common stock on the open market during July, 1996. Net income for the six months ended December 31, 1996 of $790,707 represents a 36.4% decrease in income reported for the same period in the prior year. This decrease in earnings is attributable directly to the signing of the omnibus appropriations bill on September 30, 1996, which imposed a FDIC special assessment for all institutions with SAIF-insured deposits. This assessment amounted to $776,717 and is included in deposit insurance expense for the six months ended December 31, 1996. The assessment was payable November 27, 1996. The after-tax effect on net income was $469,059 for the six months ended December 31, 1996. SAIF-insured institutions will likely incur a benefit from reduction of FDIC premiums beginning January 1, 1997, which should have a positive effect on earnings in future periods. For the six months ended December 31, 1996, First Federal made a provision of $10,000 for general loan losses compared to $24,000 in loss provisions for the same period in the prior year. Management continues to review its current portfolio to ensure that total loss reserves remain adequate. Results of Operations Comparison of Three Months Ended December 31, 1996 and December 31, 1995 Net income for the three months ended December 31, 1996 was $663,219 compared with $637,634 for the three months ended December 31, 1995, an increase of $25,585 or 4.0%. During the quarter ended December 31, 1996, a gain of $51,376 was recognized on the sale of other assets. Interest income for the three months ended December 31, 1996 decreased $33,405 or 1.0% compared to the same period in the prior year, while interest expense for the three months ended December 31, 1996 decreased $37,132 or 2.2% compared to the same period in the prior year. As a result, net interest income for the three months ended December 31, 1996 amounted to $1,747,382, an increase of $3,727 or 0.2% compared to the same period in the prior year. A provision of $6,000 for losses on loans was made for the three months ended December 31, 1996, compared to a $24,000 provision in the same period last year. Total other income increased by $53,877 for the three months ended December 31, 1996, compared to the same period in the prior year. This increase was attributed to a gain on the sale of other assets of $51,376. Total other expenses increased by $47,225, or 5.4% for the three months ended December 31, 1996, compared to the same period in the prior year. Salaries and employee benefits decreased $12,264, or 2.1%. Real estate operation expense increased by $22,681 for the three months ended December 31, 1996, compared to the same period in the prior year. Other expense increases were normal operational increases. Income tax expense for the three months ended December 31, 1996 amounted to $236,015, an increase of $3,278 over the three months ended December 31, 1995, as the result of increased income. The Company's effective tax rate for the three months ended December 31, 1996 was 26.2% compared to 26.7% for the comparable period in 1995. -9- Results of Operations Comparison of Six Months Ended December 31, 1996 and December 31, 1995 Net income for the six months ended December 31, 1996 was $790,707 compared with $1,243,462 for the six months ended December 31, 1995, a decrease of $452,755 or 36.4%. This decrease is the direct result of the FDIC special assessment previously described. Interest income for the six months ended December 31, 1996 decreased $19,204 or .3% compared to the same period in the prior year, while interest expense for the six months ended December 31, 1996 decreased $35,186 or 1.0% compared to the same period in the prior year. These decreases reflect the repricing of assets and liabilities to lower rates and a decrease in deposit balances outstanding. As a result, net interest income for the six months ended December 31, 1996 amounted to $3,464,262, an increase of $15,982 or 0.5% compared to the same period in the prior year. A $10,000 provision for loss on loans for the six months ended December 31, 1996 was made compared to a $24,000 provision reported in the same period last year. Total other income increased by $22,153 for the six months ended December 31, 1996, compared to the same period in the prior year, in part as the result of increased sales of annuity and security products. Annuity and security product sales commissions were up $7,308, or 8.8% for the six months ended December 31, 1996, compared to the same period in the prior year. Total other expenses increased by $963,161 or 53.8% for the six months ended December 31, 1996, compared to the same period in the prior year. The FDIC special assessment accounts for $776,717 of the increase. Salaries and employee benefits increased $82,814, or 7.0%. Real estate operation expense increased by $29,326 for the six months ended December 31, 1996, compared to the same period in the prior year. Other expense increases were normal operational increases. Income tax expense for the six months ended December 31, 1996, amounted to $15,805, a decrease of $457,977 from the six months ended December 31, 1995 as a result of reduced income due to the FDIC special assessment. Allowance for loan losses amounted to $2.0 million at December 31, 1996, which was unchanged from June 30, 1996 after adjusting for charge-offs and recoveries. Management considered the allowances for loan and real estate losses at December 31, 1996, to be adequate to cover estimated losses inherent in those portfolios at that date, and its consideration included probable losses that could be reasonably estimated. Such belief is based upon an analysis of loans currently outstanding, real estate owned, past loss experience, current economic conditions and other factors and estimates which are subject to change over time. The following table illustrates the changes affecting the allowance accounts for the six months ended December 31, 1996. Allowance For Allowance For Total Loan Losses REO Losses Allowances ------------- ------------- ----------- Balances at July 1, 1996.................. $2,009,250 $16,118 $2,025,368 Provision for losses...................... 9,949 0 9,949 Recoveries................................ 0 31,871 31,871 Loans and REO charged off................. (6,523) (19,025) (25,548) ---------- ------- ---------- Balances at December 31, 1996............. $2,012,676 $28,964 $2,041,640 The loan loss reserves to total loans at December 31, 1996 equaled 1.35% of total loans outstanding, compared to 1.38% of total loans outstanding at June 30, 1996. Total non-performing assets increased during the six months ended December 31, 1996, from $1.9 million at June 30, 1996 to $2.3 million at December 31, 1996. Non- -10- performing assets at December 31, 1996 consisted of $24,000 in real estate owned and loans delinquent greater than 90 days of $2.3 million. Total non-performing loans totaled 1.54% of total loans outstanding at December 31, 1996 compared to 1.18% of total loans at June 30, 1996. The following table further depicts the amounts and categories of the Bank's non-performing assets. It is the policy of the Bank that all earned but uncollected interest on all loans be reviewed monthly to determine if any portion thereof should be classified as uncollectible for any loan past due in excess of 90 days. December 31, June 30, 1996 1996 --------- --------- (Dollars in Thousands) Accruing loans delinquent more than 90 days.................... --- $ --- Non-accruing loans: Residential.......................... 1,927 1,659 Multi-family......................... --- --- Commercial........................... 112 47 Consumer............................. 257 11 Troubled debt restructurings............. --- --- -------- -------- Total non-performing loans........... 2,296 1,717 Real estate owned, net................... 24 183 ------- ------- Total non-performing assets.......... $ 2,320 $ 1,900 ======= ======= Non-performing loans to total loans, net..................... 1.54% 1.18% Non-performing assets to total assets......................... 1.32% 1.07% Average Balances and Interest The following table presents for the periods indicated the monthly average balances of the Company's interest-earning assets and interest-bearing liabilities, the interest earned or paid on such amounts, and the average yields earned and rates paid. Such yields and costs are determined by dividing income or expense by the average balance of assets or liabilities for the periods presented. -11- Three Months Ended December 31 1996 1995 ----------------------------------- ---------------------------------- (Dollars in thousands) Average Average Average Average Balance Interest Rate Balance Interest Rate ------- -------- ---- ------- -------- ---- Total interest- earnings assets............. $163,623 $3,430 8.39% $164,942 $3,464 8.40% Total interest- bearing liabilities......... 129,603 1,683 5.19% 129,004 1,720 5.33% Net interest income/ Interest rate spread........... 1,747 3.20% 1,744 3.07% ===== ===== Six Months Ended December 31 1996 1995 ----------------------------------- ---------------------------------- (Dollars in thousands) Average Average Average Average Balance Interest Rate Balance Interest Rate ------- -------- ---- ------- -------- ---- Total interest- earning assets.............. $164,215 $6,862 8.36% $164,034 $6,881 8.39% Total interest- bearing liabilities......... 129,242 3,398 5.26% 128,374 3,433 5.35% Net interest income/ Interest Rate Spread........... 3,464 3.10% 3,448 3.04% -12- Financial Condition Shareholders' equity at December 31, 1996 was $39,970,684, a decrease of $1,540,390 or 3.7% from June 30, 1996. The Company's equity to asset ratio was 22.74% at December 31, 1996 compared to 23.35% at June 30, 1996. All fully phased-in capital requirements are currently met. The following table depicts the amounts and ratios of the Bank's capital as of December 31, 1996, under each of the three regulatory capital requirements (tangible, core, and fully phased-in risk based): Tangible Core Risk-Based Capital Capital Capital ------- ------- ------- (Dollars in thousands) Amount.................................... $ 36,507 $ 36,507 $ 37,925 As a percent of assets, as defined........ 21.2% 21.2% 33.6% Required amount........................... 2,580 5,160 9,029 As a percent of assets, as defined........ 1.5% 3.0% 8.0% Capital in excess of required amount........................ $ 33,927 $ 31,347 $ 28,896 Liquidity and Capital Resources The standard measure of liquidity for savings associations is the ratio of cash and eligible investments to a certain percentage of net withdrawable savings accounts and borrowings due within one year. The minimum required ratio is currently set by the Office of Thrift Supervision regulation at 5%, of which 1% must be comprised of short-term investments. At December 31, 1996, the Bank's liquidity ratio was 10.8% of which 4.4% was comprised of short-term investments. -13- PART II OTHER INFORMATION Item 1. Legal Proceedings Neither the Company nor the Bank were during the three-month period ended December 31, 1996, or are as of the date hereof involved in any legal proceeding of a material nature. From time to time, the Bank is a party to legal proceedings wherein it enforces its security interests in connection with its mortgage loans. Item 6. Exhibits and Reports on Form 8-K a) Exhibit 27 is the Financial Data Schedule b) The Company filed no reports on Form 8-K during the quarter ended December 31, 1996. -14- Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MARION CAPITAL HOLDINGS, INC. Date: February 14, 1997 By: /s/ John M. Dalton ----------------------------------- John M. Dalton, President Date: February 14, 1997 By: /s/ Larry G. Phillips ----------------------------------- Larry G. Phillips, Vice President, Secretary and Treasurer -15-