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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
[ ] 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: 0-30753
FIRST FEDERAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 37-1397683
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organiz
109 EAST DEPOT STREET, COLCHESTER, ILLINOIS 62326
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (309) 776-3225
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class)
Indicated by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicated by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
---
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes No X
----- -----
The aggregate market value of the voting and non-voting common equity held
by non-affiliates as of the last business day of the Registrant's most recently
completed second quarter fiscal year end was $38,886,303 based upon the closing
price of $23.75 as quoted on the Nasdaq National Market.
The number of shares outstanding of the registrant's common stock as of
March 23, 2004, was 1,866,291.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE 2003 ANNUAL REPORT TO STOCKHOLDERS ARE INCORPORATED BY
REFERENCE IN PART III OF THIS AMENDED FORM 10-K.
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INDEX
Part III
Item 10. Directors and Executive Officers of the Registrant.................. 3
Item 11. Executive Compensation.............................................. 5
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters................................... 8
Item 13. Certain Relationships and Related Transactions......................10
Part IV
Item 14. Principal Accountant Fees and Services............................. 11
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K... 11
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THIS REPORT CONTAINS CERTAIN "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF THE FEDERAL SECURITIES LAWS. THESE STATEMENTS ARE NOT HISTORICAL
FACTS, RATHER STATEMENTS BASED ON FIRST FEDERAL BANCSHARES, INC.'S CURRENT
EXPECTATIONS REGARDING ITS BUSINESS STRATEGIES, INTENDED RESULTS AND FUTURE
PERFORMANCE. FORWARD-LOOKING STATEMENTS ARE PRECEDED BY TERMS SUCH AS "EXPECTS,"
"BELIEVES," "ANTICIPATES," "INTENDS" AND SIMILAR EXPRESSIONS.
MANAGEMENT'S ABILITY TO PREDICT RESULTS OR THE EFFECT OF FUTURE PLANS OR
STRATEGIES IS INHERENTLY UNCERTAIN. FACTORS WHICH COULD AFFECT ACTUAL RESULTS
INCLUDE INTEREST RATE TRENDS, THE GENERAL ECONOMIC CLIMATE IN THE MARKET AREA IN
WHICH FIRST FEDERAL BANCSHARES OPERATES, AS WELL AS NATIONWIDE, FIRST FEDERAL
BANCSHARES' ABILITY TO CONTROL COSTS AND EXPENSES, COMPETITIVE PRODUCTS AND
PRICING, LOAN DELINQUENCY RATES AND CHANGES IN FEDERAL AND STATE LEGISLATION AND
REGULATION. THESE FACTORS SHOULD BE CONSIDERED IN EVALUATING THE FORWARD-LOOKING
STATEMENTS AND UNDUE RELIANCE SHOULD NOT BE PLACED ON SUCH STATEMENTS. FIRST
FEDERAL BANCSHARES ASSUMES NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING
STATEMENTS.
FIRST FEDERAL BANCSHARES, INC. IS REFERRED TO HEREIN AS THE "COMPANY" OR
"FIRST FEDERAL BANCSHARES" AND FIRST FEDERAL BANK, ITS WHOLLY-OWNED SUBSIDIARY,
IS REFERRED TO HEREIN AS "FIRST FEDERAL" OR THE "BANK."
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding the Board of Directors is provided below. Unless
otherwise stated, each individual has held his current occupation for the last
five years. The age indicated for each individual is as of December 31, 2003.
The indicated period of service as a director includes the period of service as
a director of First Federal.
THE FOLLOWING DIRECTORS HAVE TERMS ENDING IN 2004:
DR. STEPHAN L. ROTH is a retired family physician. Age 78. Director since
1976.
RICHARD D. STEPHENS is a retired attorney serving as Of Counsel to the law
firm of Flack, McRaven & Stephens in Macomb, Illinois. Age 76. Director since
1966.
THE FOLLOWING DIRECTORS HAVE TERMS ENDING IN 2005:
FRANKLIN M. HARTZELL is a partner in the law firm of Hartzell, Glidden,
Tucker & Hartzell in Carthage, Illinois. Mr. Hartzell also serves as Director
and Secretary of Pioneer Lumber Company, located in Dallas City, Illinois. Mr.
Hartzell serves as Chairman of the Board of Directors of First Federal
Bancshares. Age 80. Director since 1965.
MURREL HOLLIS is a retired partner and the former president of
Martin-Hollis Funeral Home in Bushnell, Illinois. Mr. Hollis is also the owner
and operator of the Hollis Farm. Age 62. Director since 1992.
ELDON R. METTE is the former President and Chief Executive Officer of PFSB
Bancorp, Inc. and its savings bank subsidiary, Palmyra Savings, which were
acquired by the Company in November 2002. Age 66. Director since 2002.
THE FOLLOWING DIRECTORS HAVE TERMS ENDING IN 2006:
B. BRADFORD BILLINGS has served as the President and Chief Executive
Officer of Blessing Corporate Services, a healthcare systems corporation in
Quincy, Illinois since January 2001. Prior to January 2001, Mr. Billings served
as the Senior Vice President and Chief Operating Officer of Blessing Hospital in
Quincy, Illinois since 1981. Age 55. Director since 2002.
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GERALD L. PRUNTY served as President and Chief Executive Officer of First
Federal Bank from 1969 until his retirement in 1994. Mr. Prunty serves as
Chairman of the Board of Directors of First Federal. Age 75. Director since
1967.
JAMES J. STEBOR has served as President and Chief Executive Officer of the
Company since April 2000 and as President of First Federal since 1994. Mr.
Stebor has been employed by First Federal since 1977. Age 54. Director since
1990.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following sets forth certain information regarding the executive
officers and key employees of the Company and First Federal who are not also
directors. The following individuals are elected annually and hold office until
their successors have been elected and qualified or until they are removed or
replaced. Ages are as of March 1, 2004.
PEGGY L. HIGGINS has served as Assistant Treasurer of the Company and
Treasurer of First Federal since 2000. Ms. Higgins has also served as Senior
Vice President of First Federal since 1998. Prior to becoming Senior Vice
President, Ms. Higgins served as a Vice President. She has been affiliated with
First Federal since 1976. Age 50.
CATHY D. PENDELL has served as Treasurer of the Company since 2000 and
Chief Financial Officer and Senior Vice President of First Federal since 2002
and 1998, respectively. She has been affiliated with First Federal since 1976.
Ms. Pendell is a certified public accountant. Age 44.
MILLIE R. SHIELDS has served as Senior Vice President of First Federal
since 1998 and as Secretary of the Company and First Federal since March 1,
2004. Prior to becoming Senior Vice President, Ms. Shields served as a Vice
President. She has been affiliated with First Federal since 1978. Age 44.
MARK A. TYRPIN joined First Federal in September 1999 as Vice President
and head of the commercial loan department. From 1990 until joining First
Federal, Mr. Tyrpin was with Bank of America (formerly, NationsBank), most
recently with the title of Vice President/Commercial Loan Manager. Age 38.
AUDIT COMMITTEE
The Board of Directors has a separately-designated standing Audit
Committee established in accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, as amended. The Audit Committee, consisting of Gerald L.
Prunty (Chairman), B. Bradford Billings and Murrel Hollis, meets periodically
with the Company's independent auditors and management to review accounting,
auditing, internal control structure and financial reporting matters. The Board
of Directors has determined that Gerald L. Prunty is an audit committee
financial expert under the rules of the Securities and Exchange Commission and
that all of the members of the audit committee are independent, as that term is
used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of
1934.
CODE OF ETHICS
First Federal Bancshares has adopted a Code of Ethics and Business
Conduct. See the Exhibits to this Annual Report on Form 10-K.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Executive officers, directors and greater than 10% stockholders are required by
regulation to furnish the Company with copies of all Section 16(a) reports they
file.
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Based solely on the Company's review of copies of the reports it has
received and written representations provided to it from the individuals
required to file the reports, the Company believes that each of its executive
officers and directors has complied with applicable reporting requirements for
transactions in First Federal Bancshares common stock during the year ended
December 31, 2003.
ITEM 11. EXECUTIVE COMPENSATION
The following information is furnished for Mr. Stebor. No other executive
officer of First Federal Bancshares or First Federal received a salary and bonus
of $100,000 or more during the year ended December 31, 2003.
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION AWARDS
-------------------------------- --------------------------
RESTRICTED SECURITIES
NAME AND STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY(2) BONUS AWARDS(3) OPTIONS COMPENSATION
- ------------------- ----------- ----------- -------- ------------ ------------- ---------------
James J. Stebor......................... 2003 $162,025 $1,500 $ -- -- $76,349(4)
President and Chief Executive Officer 2002 149,700 1,500 -- -- 44,071
2001 142,350 1,500 270,894 44,850 34,908
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(1) Does not include the aggregate amount of perquisites and other personal
benefits, which was less than $50,000 or 10% of the total annual salary and
bonus reported.
(2) Includes board of directors and board committee fees.
(3) The dollar amount set forth in the table represents the market value of
17,940 shares on the date of grant. The restricted stock award vests in five
equal annual installments commencing on October 10, 2002. As of December 31,
2003, the market value of the unvested shares of restricted stock held by
Mr. Stebor was $378,892. Dividends, if any, are paid on the restricted
stock.
(4) For 2003, consists of the value of stock allocation under the employee stock
ownership plan.
The following table provides for Mr. Stebor information regarding the
exercise of options during the year ended December 31, 2003 and unexercised
stock options as of December 31, 2003.
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
SHARES AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------- ----------- ---------- ------------- ------------- ----------- -------------
James J. Stebor............ 2,000 $32,820 15,940 26,910 $320,394 $540,891
- ---------------------------------
(1) Value of unexercised in-the-money stock options equals the market value of
shares covered by in-the-money options on December 31, 2003 ($35.20 per
share) less the option exercise price ($15.10 per share). Options are
in-the-money if the market value of shares covered by the options is greater
than the exercise price.
EMPLOYMENT AGREEMENTS
EMPLOYMENT AGREEMENTS. First Federal and First Federal Bancshares each
have entered into employment agreements with Mr. Stebor. The employment
agreements provide for a three-year term. The term of the First Federal
Bancshares employment agreement extends on a daily basis until written notice of
non-renewal is given by the Board of Directors or Mr. Stebor. The term of the
First Federal employment agreement is renewable on an annual basis. The
employment agreements provide for a base salary of $110,000, subject to
increase. In addition to the base salary, the employment agreements provide for,
among other things, participation in stock and employee benefits plans and
fringe benefits applicable to executive personnel. The employment agreements
provide for termination by First Federal or First Federal Bancshares for cause,
as defined in the employment agreements, at any time. If First Federal or First
Federal Bancshares chooses to terminate Mr. Stebor's employment for reasons
other
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than for cause, or if Mr. Stebor resigns from First Federal or First Federal
Bancshares after specified circumstances that would constitute constructive
termination, Mr. Stebor or, if Mr. Stebor dies, his beneficiary, would be
entitled to receive an amount equal to the benefit plan base salary payments
that would have been paid to Mr. Stebor for the remaining term of the employment
agreement and the contributions that would have been made on Mr. Stebor's behalf
to any employee benefit plans of First Federal and First Federal Bancshares
during the remaining term of the employment agreement. First Federal and First
Federal Bancshares also would continue to pay for Mr. Stebor's health and
welfare benefit plan coverage for the remaining term of the employment
agreement. Upon termination of Mr. Stebor's employment for reasons other than
cause or a change in control, Mr. Stebor must adhere to a one-year
non-competition agreement.
Under the employment agreements, if, following a change in control of
First Federal or First Federal Bancshares, Mr. Stebor's employment is
involuntarily terminated or if Mr. Stebor voluntarily terminates his employment
in connection with circumstances specified in the agreement, then Mr. Stebor or,
if Mr. Stebor dies, his beneficiary, would be entitled to a severance payment
equal to the greater of the payments and benefits that would have been paid for
the remaining term of the agreement or three times the average of Mr. Stebor's
five preceding taxable years' annual compensation. First Federal and First
Federal Bancshares also would continue Mr. Stebor's health and welfare benefits
coverage for thirty-six months. Even though both employment agreements provide
for a severance payment if a change in control occurs, Mr. Stebor would not
receive duplicate payments or benefits under the agreements. Under applicable
law, an excise tax would be triggered by change in control-related payments that
equal or exceed three times Mr. Stebor's average annual taxable compensation
over the five years preceding the change in control. The excise tax would equal
20% of the amount of the payment in excess of one times Mr. Stebor's average
taxable compensation over the preceding five-year period. In the event that
payments related to a change in control of First Federal Bancshares are subject
to this excise tax, First Federal Bancshares will provide Mr. Stebor with an
additional amount sufficient to enable Mr. Stebor to retain the full value of
his change in control benefits as if the excise tax had not applied.
First Federal Bancshares guarantees the payments to Mr. Stebor under First
Federal's employment agreement if they are not paid by First Federal. First
Federal Bancshares also will make all payments due under the First Federal
Bancshares' employment agreement. First Federal or First Federal Bancshares will
pay or reimburse all reasonable costs and legal fees incurred by Mr. Stebor
under any dispute or question of interpretation relating to the employment
agreements, if Mr. Stebor is successful on the merits in a legal judgment,
arbitration or settlement. The employment agreements also provide that First
Federal and First Federal Bancshares will indemnify Mr. Stebor to the fullest
extent legally allowable for all expenses and liabilities he may incur in
connection with any suit or proceeding in which he may be involved by reason of
his having been a director or officer of First Federal Bancshares or First
Federal.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. First Federal maintains a
supplemental executive retirement plan to provide for supplemental retirement
benefits with respect to the employee stock ownership plan. The plan provides
benefits to eligible individuals (those designated by the Board of Directors of
First Federal or its affiliates) that cannot be provided under the employee
stock ownership plan as a result of the limitations imposed by the Internal
Revenue Code, but that would have been provided under the employee stock
ownership plan but for such limitations. In addition to providing for benefits
lost under tax-qualified plans as a result of limitations imposed by the
Internal Revenue Code, the plan also provides supplemental benefits to
designated individuals upon a change of control before the complete scheduled
repayment of the employee stock ownership plan loan. Generally, upon such an
event, the supplemental executive retirement plan provides the individual with a
benefit equal to what the individual would have received under the employee
stock ownership plan and the supplemental plan had he or she remained employed
throughout the term of the employee stock ownership plan loan less the benefits
actually provided under the plans on behalf of the individual. An individual's
benefits under the supplemental executive retirement plan generally become
payable upon the change in control of First Federal or First Federal Bancshares.
The Board of Directors has designated Mr. Stebor as a participant in the
supplemental executive retirement plan.
RETIREMENT PLAN
First Federal is a participant in the Financial Institutions Retirement
Fund, a multi-employer, non-contributory defined benefit retirement plan. The
following table indicates the annual retirement benefits that would be payable
upon retirement at age 65 to a participant electing to receive his or her
retirement benefit in the
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standard form of benefit, assuming various specified levels of compensation and
various specified years of credited service. Under the Internal Revenue Code,
maximum annual benefits under the pension plan are presently limited to $160,000
per year and annual compensation for calculation purposes is limited to $200,000
per year for the 2003 calendar year.
HIGHEST FIVE YEAR
AVERAGE YEARS OF SERVICE
COMPENSATION -------------------------------------------------------
- ------------------ 15 20 25 30 35+
--------- --------- --------- --------- ----------
$ 75,000 $22,500 $30,000 $37,500 $45,000 $52,500
100,000 30,000 40,000 50,000 60,000 70,000
125,000 37,500 50,000 62,500 75,000 87,500
150,000 45,000 60,000 75,000 90,000 105,000
175,000 52,500 70,000 87,500 105,000 122,500
200,000 60,000 80,000 100,000 120,000 140,000
250,000 75,000 100,000 125,000 150,000 175,000
300,000 90,000 120,000 150,000 180,000 210,000
350,000 105,000 140,000 175,000 210,000 245,000
The retirement plan provides for monthly payments to, or on behalf of,
each covered employee. All full-time employees are eligible to participate in
the retirement plan after completion of one year of service to First Federal and
the attainment of age 21. To obtain one year of service, an employee must
complete at least 1,000 hours of service in 12 consecutive months. Benefits are
based upon benefit service and salary excluding bonuses, fees, etc. Employees
become vested following five years of service. As of December 31, 2003, Mr.
Stebor had 26 years of credited service under the retirement plan.
The normal retirement age is 65 and the early retirement age is before age
65, but after age 45. Normal retirement benefits are equal to 2% multiplied by
the years of service to First Federal and by the employee's average base salary
for the five highest consecutive years preceding retirement. If an employee
elects early retirement, but defers the receipt of benefits until age 65, the
formula for computation of early retirement benefits is the same as if the
employee had retired at the normal retirement age. However, if the employee
elects early retirement benefits payable under the retirement plan, the benefits
are equal to the benefits payable assuming retirement at age 65 reduced by
applying an early retirement factor based on age and vesting service when
payments begin. Payment may also be deferred to any time up to age 70, in which
case the retirement allowance payable at age 65 will be increased by 0.8% for
each month of deferment after age 65. The maximum increase allowable is 48%.
Under the retirement plan, First Federal makes annual contributions computed on
an actuarial basis to fund the benefits.
Upon retirement, the regular form of benefit under the retirement plan is
an annuity payable in equal monthly installments for the life of the employee.
Optional annuity or lump sum benefit forms may also be elected by the employee.
Benefits under the retirement plan are not integrated with social security.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Prunty, who serves on the Compensation Committee, is the former
President and Chief Executive Officer of First Federal.
DIRECTORS' COMPENSATION
DIRECTORS' FEES. First Federal pays a fee of $700 to each of its directors
for attendance at each regular board meeting. First Federal Bancshares pays a
fee of $200 to each member of its Board of Directors for each meeting attended.
In addition, First Federal Bancshares pays a fee of $50 to each member of the
Audit Committee for each committee meeting attended. In addition to the per
meeting fees, the Chairman of the Board of First Federal Bancshares receives an
annual retainer of $5,000.
AGREEMENT WITH ELDON R. METTE. In connection with the Company's
acquisition of PFSB Bancorp, Inc. and Palmyra Savings, the Company entered into
a consulting and non-competition agreement with Mr. Mette. Under this agreement,
Mr. Mette advised the Company with respect to deposit and lending activities in
PFSB Bancorp's market
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area, as well as maintained and developed customer relationships. The agreement
had a one-year term, which expired on November 22, 2003, and provided for
monthly payments to Mr. Mette of $5,835 for his services as a consultant and in
consideration of being subject to the non-competition requirements.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDERS MATTERS
The following table provides information as of April 5, 2004 about the
persons known to First Federal Bancshares to be the beneficial owners of more
than 5% of the Company's outstanding common stock. A person may be considered to
beneficially own any shares of common stock over which he or she has, directly
or indirectly, sole or shared voting or investing power.
PERCENT OF
NUMBER OF COMMON STOCK
NAME AND ADDRESS SHARES OWNED OUTSTANDING
- ------------------- ---------------- ---------------
Wellington Management Company, LLP........... 201,000(1) 10.5%
75 State Street
Boston, Massachusetts 02109
First Federal Bank........................... 177,507(2) 9.5%
Employee Stock Ownership Plan
109 East Depot Street
Colchester, Illinois 62326
Endicott Management Company.................. 177,700(3) 9.5%
237 Park Avenue
Suite 801
New York, New York 10017
First Financial Fund, Inc.................... 170,000(4) 9.1%
Gateway Center Three
100 Mulberry Street
Newark, New Jersey
Lawrence B. Seidman.......................... 130,500(5) 7.0%
100 Misty Lane
Parsippany, New Jersey 07054
- ----------------------
(1) Based on a Schedule 13G/A filed February 12, 2004. According to this
filing, Wellington Management Company, LLP has no voting power over these
shares and shares dispositive power over these shares with its advisory
clients.
(2) As of April 5, 2004, 56,412 shares had been allocated to participants in
the ESOP. The trustee of the ESOP is First Bankers Trust Company, N.A.
(3) Based on information in a Schedule 13G/A filed on February 14, 2003.
Endicott Partners, L.P., Endicott Partners II, L.P., Endicott Offshore
Investors, Ltd., W.R. Endicott, L.L.C., W.R. Endicott II, L.L.C., Endicott
Management Company, Wayne K. Goldstein and Robert I. Usdan are deemed to be
beneficial owners of 48,300, 60,450, 51,400, 48,300, 60,450, 68,950,
177,700 and 177,700 shares, respectively.
(4) Based on a Schedule 13G/A filed February 14, 2003. According to this
filing, First Financial Fund, Inc. has sole voting power and shared
dispositive power with respect to these shares. These shares are also shown
as beneficially owned by Wellington Management Company, LLP, which shares
dispositive power over these shares.
(5) Based on information contained in a Schedule 13D/A filed on January 27,
2004. Seidman and Associates, L.L.C.; Seidman Investment Partnership, L.P.;
Seidman Investment Partnership II, L.P.; Kerrimatt, L.P.; Federal Holdings,
L.L.C.; Lawrence B. Seidman; Dennis Pollack; Pollack Investment
Partnership, L.P., David L. Jansen and Mark Sill are deemed to be
beneficial owners of 41,464, 40,034, 9,655, 9,172, 9,413, 126,500, 3,000,
10,137, 500 and 500 of these shares, respectively. Lawrence B. Seidman has
no beneficial nor pecuniary interest in the shares owned by Dennis Pollack,
Pollack Investment Partnership, L.P., David L. Jansen or Mark Sill.
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The following table provides information as of April 5, 2004 about the
shares of First Federal Bancshares common stock that may be considered to be
beneficially owned by each director, each nominee for director and all directors
and executive officers of the Company as a group. A person may be considered to
beneficially own any shares of common stock over which he or she has, directly
or indirectly, sole or shared voting or investment power. Unless otherwise
indicated, each of the named individuals has sole voting power and sole
investment power with respect to the number of shares shown.
OPTIONS PERCENT OF
NUMBER OF EXERCISABLE COMMON STOCK
NAME SHARES OWNED WITHIN 60 DAYS OUTSTANDING(1)
- ------- ----------------- ----------------- -----------------
B. Bradford Billings.............................. 1,600(2) 600 *%
Franklin M. Hartzell.............................. 23,385(3) 3,086 1.4%
Murrel Hollis..................................... 21,835(4) 1,986 1.3%
Eldon R. Mette.................................... 13,793 4,104 *%
Gerald L. Prunty.................................. 21,485(5) 2,486 1.2%
Dr. Stephan L. Roth............................... 23,728(6) 343 1.3%
James J. Stebor................................... 32,003(7) 15,940 2.5%
Richard D. Stephens............................... 21,728(8) 2,243 1.3%
All directors and executive officers
as a group (12 persons)........................ 228,973 59,834 15.0%
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*Does not exceed 1.0% of the Company's voting securities.
(1)Based on 1,866,291 shares of Company common stock outstanding and entitled to
vote as of April 5, 2004, plus the number of shares that may be acquired
within 60 days by each individual (or group of individuals) by exercising
stock options.
(2)Includes 900 shares held by Mr. Billings' spouse.
(3)Includes 2,500 shares held by Mr. Hartzell's spouse. Also includes
2,691 unvested shares awarded under the Company's 2001 Stock-Based Incentive
Plan for which Mr. Hartzell has voting power but not investment power.
(4)Includes 3,750 shares held by Mr. Hollis's spouse. Also includes 2,691
unvested shares awarded under the Company's 2001 Stock-Based Incentive Plan
for which Mr. Hollis has voting power but not investment power.
(5)Includes 4,550 shares held in trust by Mr. Prunty's spouse. Also includes
2,691 unvested shares awarded under the Company's 2001 Stock-Based Incentive
Plan for which Mr. Prunty has voting power but not investment power.
(6)Includes 6,000 shares held in trust by Dr. Roth's spouse. Also includes 2,691
unvested shares awarded under the Company's 2001 Stock-Based Incentive Plan
for which Dr. Roth has voting power but not investment power.
(7)Includes 100 shares held by Mr. Stebor as custodian for his daughter and
6,963 shares allocated to Mr. Stebor's account under the ESOP as to which he
has voting but not dispositive power. Also includes 10,764 unvested shares
awarded under the Company's 2001 Stock-Based Incentive Plan for which Mr.
Stebor has voting power but not investment power.
(8)Includes 2,691 unvested shares awarded under the Company's 2001 Stock-Based
Incentive Plan for which Mr. Stephens has voting power but not investment
power.
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EQUITY COMPENSATION PLAN INFORMATION AS OF DECEMBER 31, 2003
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PLAN CATEGORY NUMBER OF SECURITIES WEIGHTED-AVERAGE NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE PRICE OF REMAINING AVAILABLE FOR
EXERCISE OUTSTANDING OPTIONS, FUTURE ISSUANCE UNDER
OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS EQUITY COMPENSATION
WARRANTS AND RIGHTS PLANS (EXCLUDING
SECURITIES REFLECTED IN
COLUMN (A))
(A) (B) (C)
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EQUITY COMPENSATION 223,851(1) $14.16 12,701
PLANS APPROVED BY
SECURITY HOLDERS
- --------------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION
PLANS NOT APPROVED BY - - -
SECURITY HOLDERS
- --------------------------------------------------------------------------------------------------------------
TOTAL 223,851 $14.16 12,701
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(1) Includes 32,125 options that were assumed in connection with the acquisition
of PFSB Bancorp, Inc., which have a weighted average exercise price of $8.52.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Sarbanes-Oxley Act of 2002 generally prohibits loans by the Company to
its executive officers and directors. However, the Sarbanes-Oxley Act contains a
specific exemption from such prohibition for loans by First Federal to its
executive officers and directors in compliance with federal banking regulations.
Federal regulations require that all loans or extensions of credit to executive
officers and directors must generally be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, unless the loan or extension of
credit is made under a benefit program generally available to all other
employees and does not give preference to any insider over any other employee,
and must not involve more than the normal risk of repayment or present other
unfavorable features. First Federal currently makes new loans and extensions of
credit to First Federal's executive officers, directors and employees at
different rates than those offered to the general public; however, First Federal
does not give preference to any director or officer over any other employee, and
such loans do not involve more than the normal risk of repayment or present
other unfavorable features. In addition, loans made to a director or executive
officer in an amount that, when aggregated with the amount of all other loans to
the person and his or her related interests, are in excess of the greater of
$25,000 or 5% of First Federal's capital and surplus, up to a maximum of
$500,000, must be approved in advance by a majority of the disinterested members
of the Board of Directors.
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PART IV
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND EXPENSES
The following table sets forth the fees billed to the Company for the fiscal
years ending December 31, 2003 and 2002 by Crowe Chizek and Company LLC:
2003 2002
-------- ---------
Audit fees.................................. $40,200 $36,300
Audit-related fees(1)....................... 49,385 32,675
Tax fees(2)................................. 15,300 22,275
All other fees.............................. - -
---------------------------------------------
(1) Includes fees for assistance with securities filings other than
periodic reports, services related to the acquisition of PFSB Bancorp,
Inc. and other services.
(2) Consists of tax filing and tax related compliance and other advisory
services.
PRE-APPROVAL OF SERVICES BY THE INDEPENDENT AUDITOR
The Audit Committee has adopted a policy for pre-approval of audit and
permitted non-audit services by the Company's independent auditor. The Audit
Committee will consider annually and, if appropriate, approve the provision of
audit services by its external auditor and consider and, if appropriate,
pre-approve the provision of certain defined audit and non-audit services. The
Audit Committee also will consider on a case-by-case basis and, if appropriate,
approve specific engagements that are not otherwise pre-approved. The Audit
Committee has approved all services provided by Crowe Chizek and Company LLC.
Any proposed engagement that does not fit within the definition of a
pre-approved service may be presented to the Audit Committee for consideration
at its next regular meeting or, if earlier consideration is required, to the
Audit Committee or one or more of its members. The member or members to whom
such authority is delegated shall report any specific approval of services at
its next regular meeting. The Audit Committee will regularly review summary
reports detailing all services being provided to the Company by its external
auditor.
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1)The following are filed as a part of this report by means of
incorporation to First Federal Bancshares' 2003 Annual Report to
Stockholders:
o Report of Independent Auditors
o Consolidated Statements of Financial Condition as of December
31, 2003 and 2002
o Consolidated Statements of Income for the Years Ended December
31, 2003, 2002 and 2001
o Consolidated Statements of Changes in Shareholders' Equity for
the Years Ended December 31, 2003, 2002 and 2001
o Consolidated Statements of Cash Flows for the Years Ended
December 31, 2003, 2002 and 2001
o Notes to Consolidated Financial Statements
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(2) All financial statement schedules are omitted because they are
not required or applicable, or the required information is
shown in the consolidated financial statements or the notes
thereto.
(3) Exhibits
3.1 Certificate of Incorporation of First Federal
Bancshares, Inc.(1)
3.2 Bylaws of First Federal Bancshares, Inc.(2)
4.0 Specimen Stock Certificate of First Federal Bancshares,
Inc.(1)
10.1 Employment Agreement between First Federal Bancshares,
Inc. and James J. Stebor (3)
10.2 Employment Agreement between First Federal Bank and
James J. Stebor (3)
10.3 First Federal Bank Supplemental Executive Retirement
Plan (3)
10.4 First Federal Bank Employee Severance Compensation
Plan (3)
10.5 First Federal Bancshares, Inc. 2001 Stock-Based
Incentive Plan (4)
10.6 Non-Competition and Consulting Agreement by and between
First Federal Bank and Eldon R. Mette (5)
10.7 PFSB Bancorp, Inc. 2000 Stock-Based Incentive Plan (6)
13.0 Portions of the Annual Report to Stockholders (7)
14.1 Code of Ethics and Business Conduct (8)
21.0 List of Subsidiaries (7)
23.0 Consent of Crowe Chizek and Company LLC (7)
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief
Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief
Financial Officer
32.0 Section 1350 Certification of Chief Executive Officer
and Chief Financial Officer (7)
--------------------
(1) Incorporated herein by reference from the Exhibits to
Form SB-2, Registration Statement and amendments
thereto, initially filed on May 5, 2000, Registration
No. 333-36368.
(2) Incorporated herein by reference from the Exhibits to
the Annual Report on Form 10-KSB, filed on March 28,
2002.
(3) Incorporated herein by reference from the Exhibits to
the Quarterly Report on Form 10-QSB filed on November
14, 2000.
(4) Incorporated herein by reference from the Exhibits to
the Quarterly Report on Form 10-QSB filed on August 13,
2001.
(5) Incorporated herein by reference from the Exhibits to
the Annual Report on Form 10-K, filed on April 11, 2003.
(6) Incorporated by reference to PFSB Bancorp, Inc.'s
Registration Statement on Form S-8 (SEC No. 333-35020)
filed on April 18, 2000.
(7) Incorporated by reference from the Annual Report on Form
10-K filed on March 30, 2004.
(8) Incorporated herein by reference from the Current Report
on Form 8-K, as amended, filed on October 17, 2003.
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K on October 17, 2003,
as amended on October 17, 2003, announcing that the Board of
Directors had approved new Corporate Governance Guidelines and a
Code of Ethics and Business Conduct, copies of which were included
as exhibits to Form 8-K.
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The Company furnished a Current Report on Form 8-K on October 29,
2003 announcing its financial results for the quarter ended
September 30, 2003. The press release was included as an exhibit to
Form 8-K.
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CONFORMED
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST FEDERAL BANCSHARES, INC.
Date: April 16, 2004 By: /s/ James J. Stebor
-----------------------------------
James J. Stebor
President, Chief Executive Officer
and Director