UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended SEPTEMBER 30, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ______________ to
_____________
Commission file number 1-12324
FIRST CITIZENS BANCSTOCK, INC.
________________________________________________________________________
(Exact name of small business issuer as specified in its charter)
LOUISIANA 72-1109730
__________________________________ ___________________________
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
1100 BRASHEAR AVENUE
MORGAN CITY, LOUISIANA 70380
(Address of principal executive offices)
(504)385-0330
________________________________________________________________________
(Issuer's telephone number)
Check whether issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 practical date:
COMMON STOCK, $1 PAR VALUE--1,266,219 SHARES AS OF NOVEMBER 13, 1995
Transitional Small Business Disclosure Format (check one)
Yes_______ No X
THIS REPORT CONSISTS OF ______ PAGES.
EXHIBIT INDEX BEGINS ON PAGE 18.
INDEX
FIRST CITIZENS BANCSTOCK, INC. AND SUBSIDIARY
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet - September 30, 1995. . . . . . . . . 3
Consolidated Statements of Income - Three and nine month
periods ended September 30, 1995 and 1994. . . . . . . . . . 4
Consolidated Statements of Cash Flows - Nine months ended
September 30, 1995 and 1994. . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements - September 30,
1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . 10
PART II - OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 15
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST CITIZENS BANCSTOCK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET (Unaudited)
SEPTEMBER 30, 1995
_________________
(000's omitted)
ASSETS
Cash and due from banks $ 7,179
Interest-bearing deposits in other banks 150
Available-for-sale securities 65,703
Held-to-maturity securities (estimated
fair value of $9,677,000) 9,439
Federal funds sold 11,602
Loans 141,660
Less: Unearned income (2,723)
Less: Reserve for possible loan losses (2,026)
________
136,911
Bank premises and equipment 6,301
Other real estate 168
Accrued interest receivable and other assets 2,092
TOTAL ASSETS $239,545
========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Demand, noninterest-bearing $38,026
Interest-bearing time and savings 173,669
TOTAL DEPOSITS 211,695
Accrued expenses and other liabilities 1,883
_______
TOTAL LIABILITIES 213,578
Shareholders' Equity:
Common stock, par value $1 per share-
10,000,000 shares authorized; 1,307,529
issued 1,308
Additional paid-in capital 4,010
Retained earnings 20,804
Net unrealized gains on
available-for-sale securities 88
Treasury stock - 41,310 shares, at cost (243)
______
TOTAL SHAREHOLDERS' EQUITY 25,967
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY $239,545
========
See notes to consolidated financial statements
3
FIRST CITIZENS BANCSTOCK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
THREE MONTHS ENDED NINE
MONTHS ENDED
SEPTEMBER 30,
SEPTEMBER 30,
1995 1994 1995
1994
____________________
________________
(000's omitted)
(Except per share
amounts)
INTEREST INCOME:
Loans $3,555 $3,085
$10,208 $8,701
Interest-bearing deposits 3 15
9 73
Federal funds sold 148 93
266 293
Securities:
Taxable 1,060 1,052
3,361 3,141
Tax-exempt 101 111
299 312
_____ _____
______ ______
TOTAL INTEREST INCOME 4,867 4,356
14,143 12,520
INTEREST EXPENSE:
Deposits 1,890 1,465
5,225 4,132
Other -- --
12 --
_____ _____
______ ______
TOTAL INTEREST EXPENSE 1,890 1,465
5,237 4,132
_____ _____
______ ______
NET INTEREST INCOME 2,977 2,891
8,906 8,388
Provision for possible loan losses 100 60
250 135
_____ _____
______ ______
NET INTEREST INCOME AFTER PROVISION
FOR POSSIBLE LOAN LOSSES 2,877 2,831
8,656 8,253
OTHER INCOME:
Service charges on deposit accounts 316 301
934 863
Other service charges and fees 112 95
315 302
Other operating income 53 98
180 223
_____ _____
______ ______
481 494
1,429 1,388
OTHER EXPENSE:
Salaries and employee benefits 1,042 1,016
3,135 3,009
Occupancy expense 121 97
301 306
Equipment expense 151 133
438 405
Other operating expense 678 736
2,263 2,259
_____ _____
______ ______
1,992 1,982
6,137 5,979
_____ _____
______ ______
INCOME BEFORE INCOME TAXES 1,366 1,343
3,948 3,662
Income taxes 442 425
1,240 1,130
_____ _____
______ ______
NET INCOME $ 924 $ 918
$2,708 $2,532
*Net income per share:
Earnings per common and common
equivalent shares $ .70 $ .72
$2.09 $ 2.00
Earnings per common share,
assuming full dilution $ .69 $ .72
$2.02 $ 2.00
__________________________________
*Prior year amounts have been adjusted to reflect the 10% stock dividend
paid in October 1994.
See notes to consolidated financial statements
4
FIRST CITIZENS BANCSTOCK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
NINE MONTHS ENDED
SEPTEMBER 30
1995 1994
____________________
(000's omitted)
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 4,507 $2,735
INVESTING ACTIVITIES
Proceeds from repayments of held-to-
maturity securities 4,965 1,772
Proceeds from repayments of available-for-
sale securities 5,688 20,086
Purchases of held-to-maturity securities (1,435) (9,219)
Purchases of available-for-sale securities - (9,576)
Net (increase) in loans (13,078) (16,159)
Proceeds from sale of other real estate 80 65
Purchase of bank premises and equipment (666) (771)
______ ______
NET CASH (USED IN)
INVESTING ACTIVITIES (4,446) (13,802)
FINANCING ACTIVITIES
Net increase (decrease) in demand (7,334) 242
and savings deposits
Net increase in time deposits 16,715 1,344
Cash dividends paid (494) (345)
______ ______
NET CASH PROVIDED BY
FINANCING ACTIVITIES 8,887 1,241
______ ______
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 8,948 (9,826)
Cash and cash equivalents at beginning of period 9,983 21,812
______ ______
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $18,931 $11,986
======= =======
See notes to consolidated financial statements
5
FIRST CITIZENS BANCSTOCK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 1995
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to
Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they
do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the nine-month
period ended September 30, 1995 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1995.
For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form
10-KSB for the year ended December 31, 1994.
NOTE B--SECURITIES
In May 1993, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 115 "Accounting for Certain Investments in Debt and
Equity Securities." As permitted under SFAS No. 115, the Company
elected to adopt the provisions of the new standard as of December 31,
1993.
The cost and fair values of available-for-sale securities and
held-to-maturity securities were as follows at September 30, 1995:
Available-For-Sale Securities
____________________________________________
Gross Gross Estima-
Unrealized Unrealized ted Fair
Cost Gains Losses Value
____________________________________________
(000's omitted)
U. S. Treasury securities $ 5,040 $ 6 $ (29) $ 5,017
U. S. Government agencies
and corporation obligations 34,861 218 (393) 34,686
Mortgage-backed securities 24,719 346 (13) 25,052
Equity securities 948 - - 948
_______ _______ _______ _______
$65,568 $ 570 $ (435) $65,703
======= ======= ======= =======
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)--(Continued)
NOTE B (Continued)
Held-to-Maturity Securities
____________________________________________
Gross Gross Estima-
Unrealized Unrealized ted Fair
Cost Gains Losses Value
____________________________________________
(000's omitted)
U. S. Treasury securities $ 2,009 $ - $ (2) $ 2,007
U. S. Government agencies
and corporation obligations 509 - - 509
Obligations of states and
political subdivisions $ 6,921 $ 242 $ (2) $ 7,161
_______ _______ _______ _______
$ 9,439 $ 242 $ (4) $ 9,677
======= ======= ======= =======
Total of securities pledged to secure
Public Fund deposits. $21,418
=======
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) -- Continued
NOTES C--LOANS AND LEASE FINANCING RECEIVABLES
The loan portfolio consisted of the following:
SEPTEMBER 30, 1995
_________________
(000's omitted)
Loans secured by real estate:
a. Construction and land development $ 6,990
b. Secured by 1-4 family residential property 25,353
c. Secured by multifamily residential property 6,329
d. Secured by nonfarm nonresidential property 37,994
Commercial and industrial loans:
To U. S. Addresses (domicile) 36,226
Loans to individuals for household, family, and
other personal expenditures:
a. Credit cards and related plans 1,454
b. Other (includes single pay & installment) 6,252
Obligations (other than securities and leases) of
states and political subdivisions in the U. S. 504
Other loans:
a. Loans for purchasing or carrying securities 11
b. All other loans 5,353
Lease financing receivables (net of unearned income) 12,908
LESS: Any unearned income on loans reflected above 437
________
Total loans and leases, net of unearned income $138,937
========
Commercial paper included above $ -0-
========
NOTE D--COMMITMENTS AND CONTINGENCIES
Commercial and similar letters of credit $ 165
========
NOTE E--OTHER REAL ESTATE
Other Real Estate is property which has been foreclosed on and is
carried on the books of the Company at the lower of its appraised
value or the remaining balance of the loan it secured, as adjusted
annually, if necessary, based on current appraisals.
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) -- Continued
NOTE F -- CHARGE-OFFS AND RECOVERIES; CHANGE IN
ALLOWANCE FOR LOSSES
PART I
CHARGE-OFFS AND RECOVERIES
BY TYPE OF LOAN
Nine Months Ended
SEPTEMBER 30, 1995
CHARGE-OFF RECOVERIES
__________ _____________
(000's omitted)
Real estate - mortgages $ 19 $23
Commercial and industrial 42 12
Credit card and related plans 38 1
Installment loans to individuals 51 43
Lease financing receivables 110 38
____ ____
Total $260 $117
==== ====
PART II
CHANGE IN ALLOWANCE FOR
POSSIBLE LOAN LOSSES
Nine Months Ended
SEPTEMBER 30, 1995
__________________
(000's omitted)
Balance end of previous calendar year $1,919
Recoveries 117
LESS: Charge-offs 260
Provision for loan and lease losses 250
______
Balance end of current period $2,026
======
9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) -- Continued
NOTE G -- EARNINGS PER SHARE
Weighted average shares outstanding are calculated using the treasury
stock method.
The decrease in earnings for the period ended September 30, 1995 from
the same period in the prior year is due to the dilutive effect of stock
options of the Company's 1993 Stock Option Plan caused by the
increase in the Company's stock price in the third quarter of 1995. No
such diliution occurred in the prior year.
NOTE H -- PROPOSED MERGER
As discussed in Item 5 of Part II, the Company and the Bank entered
into the Merger Agreement, upon the consummation of which the
Company and the Bank would be merged into Whitney Holding
Corporation and Whitney National Bank, respectively.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND INTEREST RATE SENSITIVITY MANAGEMENT
The primary functions of asset/liability management are to assure
adequate liquidity and maintain an appropriate balance between
interest-earning assets and interest-bearing liabilities. The objective
of liquidity management is to meet the cash flow requirements of
customers and of the Company. Customer requirements for funds
include depositors who desire to withdraw funds, as well as borrowers
who need assurance that sufficient funds will be available to meet
their credit requirements. Interest rate sensitivity management seeks
to avoid fluctuating net interest margins and to enhance consistent
growth of net interest income through periods of changing interest
rates.
The Company closely monitors liquidity and seeks to invest excess
funds to increase the profitability of the Company. The target range
for the Company's liquidity ratio as determined by management is 8%
or better. The liquidity ratio is calculated by dividing the Company's
estimated decline in liabilities (deposits) by its liquid assets (cash
and unpledged investments less estimated future loan fundings). The
liquidity ratio was 10.2% at September 30, 1995, down from 11.0% at
June 30, 1995, and 15.0% at December 31, 1994, all being higher than
the Company's target level, thus reducing profitability slightly.
Management regularly monitors the investment securities market in
order to secure the best possible investments for the portfolio which
will generate an acceptable spread over the prices paid for purchased
liabilities (interest bearing deposits). The Company carefully
monitors the pricing of its liabilities in order to help maintain this
spread. The Company's investments in mortgage-backed securities
have affected the Company's liquidity to the extent that scheduled
maturities on these
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
securities tend to be long-term, yet principal prepayments may result
in significantly shorter actual maturities. The Company monitors the
actual maturities of its investments in mortgage-backed securities in
order to minimize the effects on the Company's overall liquidity.
Average net loan balances, which generate the primary source of
profitability for the Company, increased approximately 12% in 1994
and approximately 5% in the third quarter of 1995 as compared to 9%
for the first six months of 1995. The increase in 1994 was primarily
due to an increase in mortgage loans generated through the New
Orleans loan office and the Baton Rouge branches. Management
expects that the loan portfolio will continue to grow at a gradual pace
with the increase in loans to be funded by reductions in investment
securities and deposit growth.
Interest rate sensitivity varies with different types of interest-earning
assets and interest-bearing liabilities. Overnight federal funds on
which rates change daily and loans which are tied to the prime rate
differ considerably from long-term investment securities and
fixed-rate loans. Similarly, time deposits over $100,000 and money
market certificates are much more interest sensitive than passbook
savings accounts. The Company has an asset and liability management
policy designed to provide a proper balance between interest rate
sensitive assets and liabilities, to attempt to maximize interest
margins and to provide adequate liquidity for anticipated needs.
The cumulative excess as of September 30, 1995, of interest-earning
assets over interest-bearing liabilities for the time periods of 0-90
days and 90 days to one year were $43,128,000, or 18.0% and
$17,628,000 or 7.4%, respectively, of earning assets as compared to
$35,842,000 or 16.5% and $17,248,000 or 7.9%, respectively, at June
30, 1995 and $34,300,000 or 16.2% and $12,321,000 or 5.8%,
respectively, at December 31, 1994. The cumulative gap continues to
reflect the Company's sentiment that rates will increase in the
upcoming periods. Although there can be no certainty that this will be
the case, the Company believes that this sentiment is also shared by
many of its depositors who limit their reinvestments of maturing
deposits to the short-term, frequently one year or less. The primary
interest-sensitive assets and liabilities in the maturity range of one
year or less are commercial, real estate and consumer loans,
available-for-sale securities and time deposits. This trend toward
shorter-term time deposits has necessitated shorter-term securities in
the Company's portfolio. Management did not use derivative financial
instruments to adjust the Company's risk level to interest rate changes
during 1994 or the first three quarters of 1995 nor does management
presently anticipate entering into any derivative financial instruments
in the near term.
CAPITAL RESOURCES
At September 30, 1995, the Company's shareholders' equity totaled
$25,967,000, an increase of 3.4% from $25,098,000 at June 30, 1995
and 16.0% from $22,378,000 at December 31, 1994. This increase is
due entirely to internally-generated earnings and the change in the net
unrealized loss on
11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
available-for-sale securities of $1,375,000 from a loss of $1,287,000
at December 31, 1994 to a gain of $88,000 at September 30, 1995. Total
dividends declared during the quarter ended September 30, 1995 were
$190,000 while total dividends declared during the quarter ended
September 30, 1994 were $115,000. Total dividends declared for the
nine months ended September 30, 1995 were $494,000 while total
dividends declared for the nine months ended September 30, 1994 were
$345,000. The dividend payout ratios (dividends paid divided by net
income) were 20.5% and 12.5% for the quarters ended September 30,
1995 and 1994, respectively, and 18.2% and 13.6% for the nine months
ended September 30, 1995 and 1994, respectively.
On September 28, 1995, the Company and the Bank entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Whitney
Holding Corporation and Whitney National Bank, pursuant to which
the Company and the Bank would merge into Whitney and Whitney
National Bank, respectively. Consequently, the Company has no
present plans for expansion through acquisition of other financial
institutions. In addition, with the exception of expenditures made of
approximately $250,000 for the opening of a new branch facility on
Millerville Road in a Super Kmart in Baton Rouge, Louisiana on
June 30, 1995 and approximately $200,000 which will be spent on new
computer equipment at various locations, the Company has no other
commitments for significant capital expenditures. The Company expects
to be able to fund budgeted capital expenditures from current resources
while maintaining capital within regulatory constraints. The Federal
Reserve Board's current minimum capital requirement is 5% for
leverage capital. The Company's capital ratios of 10.8% at both
September 30, 1995 and June 30, 1995, and 9.9% at December 31, 1994
were above the minimum regulatory requirements.
Under the current risk-based capital computations, risk distinctions
are made among various items both on and off the Company's balance
sheet by assigning risk weights to these items. The minimum
risk-based capital level is 8%. The guidelines also require a Tier I
capital ratio of at least 50% of total risk-based capital. The
Company's risk-based capital ratios were as follows:
SEPTEMBER 30, 1995 DECEMBER 31, 1994
__________________ _________________
Tier I 18.5% 18.2%
Tier II 1.2% 1.2%
____ ____
Total 19.7% 19.4%
==== ====
The aggregate increase in these capital ratios in 1995 was due to
internally generated earnings less dividends declared. Both ratios
shown do not include the unrealized gain/loss on available-for-sale
securities in accordance with current limitations established by the
regulators.
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
FINANCIAL CONDITION
The Company's loan demand began showing signs of improvement
during 1994 and this improvement has continued into the third quarter
of 1995. The increase in loans of $13,078,000 for the period ending
September 30, 1995 from the year ended December 31, 1994 has been
primarily in the area of real estate loans which increased
approximately $8,976,000 and lease financing receivables which
increased approximately $3,799,000. Commercial and industrial loans
increased some $789,000 while loans to individuals and other loans
decreased by some $486,000 during this same period.
The principal amount of loans classified as delinquent have increased
$881,000 (64.4%) from December 31, 1994 levels. Non-accrual loans
increased $224,000 (109.2%) during this same period. These trends
reflect that there are still some problems which are inherent in the
Bank's loan portfolio.
At September 30, 1995, the reserve for possible loan losses was
$2,026,000 which was up $107,000 from the year ended December 31,
1994. This amount is based on the Company's evaluation of its
collateral position in its loans in light of economic conditions in the
area. Other real estate at September 30, 1995 was down $15,000 from
$183,000 at December 31, 1994. These amounts consist of properties
on which the Bank foreclosed.
Earning assets increased $8,340,000 (3.8%) at September 30, 1995
from the quarter ended June 30, 1995 and increased $13,073,000
(6.2%) from the year ended December 31, 1994. This increase was
primarily in the area of loans which increased approximately
$13,078,000 along with an increase in federal funds sold of
approximately $9,377,000 while both securities and interest-bearing
balances in other banks declined by approximately $9,158,000 and
$224,000 respectively.
Total assets at September 30, 1995 increased $7,848,000 (3.4%) from
the quarter ended June 30, 1995 and $13,794,000 (6.1%) from the year
ended December 31, 1994, primarily in the area of earning assets which
increased by $13,073,000 while all other assets increased some
$721,000. Total deposits increased during this nine month period by
$9,381,000 with time deposits increasing by $16,715,000 and demand
and savings deposits decreasing by $7,334,000.
RESULTS OF OPERATIONS
The Company's net interest margin for the period ended September 30,
1995 increased $518,000 (6.2%) from the period ended September 30,
1994. Net income during this same period increased by $176,000
(7.0%). The increase in interest paid on interest-bearing liabilities of
$1,105,000 was
13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
more than offset by an increase of $1,623,000 in interest earned on all
interest-earning assets from the same nine month period of a year ago.
The increase in net income of $176,000 for the period ended September
30, 1995 from the period ended September 30, 1994 is attributable to
several factors. The increase in the net interest margin of $518,000
and the increase in other income of $41,000 were partially offset by
increases in the provision for possible loan losses of $115,000, other
expenses of $158,000 and the provision for income taxes of $110,000.
Interest and fees on loans increased $1,507,000 (17.3%) for the period
ended September 30, 1995 from the period ended September 30, 1994.
This increase was primarily due to the increase in total loans during
this period. The average interest yields on loans at September 30,
1995 were 10.0% and at September 30, 1994 were 9.6%.
The provision for possible loan losses which is charged to operations
is based on the growth or decline in the loan portfolio, the amount of
net loan losses incurred and management's estimation of potential
future losses based on an evaluation of portfolio risk and other
economic factors.
The provision for possible loan losses for the nine months ended
September 30, 1995 increased $115,000 (85.1%) from the period ended
September 30, 1994. This increase reflects management's evaluation
of the loan portfolio and its belief that economic conditions prevailing
in the Company's market area will generally continue to be represented
by gradual improvement.
Other income for the period ended September 30, 1995 increased
$41,000 (3.0%) from the period ended September 30, 1994. Increases
in service charges and fees assessed on deposit accounts amounted to
$71,000 (8.2%) while all other income decreased by some $30,000
(5.7%) for the same period a year ago.
Other expenses for the period ended September 30, 1995 increased
$158,000 (2.6%) from the period ended September 30, 1994. Salary
and benefits increased by $126,000 while occupancy and equipment
expense increased some $28,000 along with an increase of other
expense of $4,000. Income tax expense increased $110,000 during
this period.
ECONOMIC OUTLOOK
The immediate and short-term outlook for the local economy is for
gradual improvement. There is an ongoing movement locally to
diversify the economic base of this area which, for many years, was
primarily dependent on the oil and gas industry. This is evidenced by
construction activity, mainly at local shipyards and fabrication
companies. Construction activity at these locations should continue
and these companies are constantly seeking new contracts for work
beyond existing commitments some of which are oil and gas related.
14
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On September 28, 1995, the Company and the Bank entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Whitney
Holding Corporation ("Whitney"), Whitney Acquisition Corporation
("Acquisition") and Whitney National Bank ("Whitney Bank")
pursuant to which the Company would merge with Acquisition and the
Bank would merge with Whitney Bank. Upon the consummation of the
mergers, each outstanding share of the Company's Common Stock
(other than shares held by dissenting shareholders, if any) would be
converted into $49.95 in shares of Whitney Common Stock, subject to
adjustment based on the average reported closing price of Whitney
Common Stock during a 20-day period preceding the effective time of
the mergers.
Consummation of the transaction is subject to satisfaction or waiver
of certain conditions to closing specified in the Merger Agreement,
including qualification of the transaction as a tax-free reorganization,
Whitney's ability to account for the transaction as a pooling of
interests, registration under the Securities Act of 1933 of the shares
of Whitney Common Stock to be issued to the Company's shareholders,
approval of the Company's shareholders, receipt of approval from bank
regulatory agencies, and other customary conditions to closing.
Consummation of the transaction is currently anticipated to occur in
the first quarter of 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Identification of Exhibit
_______ _________________________
2.1* Agreement and Plan of Merger dated September 28,
1995 by and among the Company, the Bank, Whitney,
Acquisition and Whitney Bank (omitting the
Schedule of Exceptions of the Company and the
Bank, which will be provided upon the request of
Commission in accordance with Item 601(b)(2) of
Regulation S-B).
3.1 Articles of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form S-8
dated November 28, 1994, Commission File No.
33-86702)
3.2 Bylaws of the Company, as amended (incorporated by
reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-8 dated November
28, 1994, Commission File No. 33-86702)
11* Statement Re: Computation of Earnings Per Share
15
99.1(a)* Employment Agreement dated April 1, 1990 by and
between the Bank and Milford L. Blum, Jr.
99.1(b)* Amendment No. 1 dated April 15, 1991 to the
Employment Agreement dated April 1, 1990 by and
between the Bank and Milford L. Blum, Jr.
99.1(c)* Amendment No. 2 dated March 16, 1995 to the
Employment Agreement dated April 1, 1990 by and
between the Bank and Milford L. Bum, Jr.
____________________________
*Filed herewith
(b) Reports on Form 8-K
On October 2, 1995, the Company filed a Current Report on Form 8-K
to report the execution of the Merger Agreement discussed in Item 5
above. A copy of the Merger Agreement is filed as Exhibit 10.1 to this
report.
16
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
FIRST CITIZENS BANCSTOCK, INC.
(Registrant)
November 13, 1995 /s/ Milford L. Blum, Jr.
___________________________________
Milford L. Blum, Jr.
President & Chief Executive Officer
November 13, 1995 /s/ Charles L. Roy
___________________________________
Charles L. Roy
Chief Financial Officer
17
EXHIBIT INDEX
Exhibit Page
Number Description
Number
_______ ___________
______
2.1* Agreement and Plan of Merger dated September 28, 1995
by and among the Company, the Bank, Whitney,
Acquisition and Whitney Bank (omitting the Schedule of
Exceptions of the Company and the Bank, which will be
provided upon the request of Commission in accordance
with Item 601(b)(2) of Regulation S-B)
3.1 Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8 dated November 28,
1994, Commission File No. 33-86702)
3.2 Bylaws of the Company, as amended (incorporated by
reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-8 dated November 28, 1994,
Commission File No. 33-86702)
11* Statement Re: Computation of Earnings Per Share
99.1(a)* Employment Agreement dated April 1, 1990 by and
between the Bank and Milford L. Blum, Jr.
99.1(b)* Amendment No. 1 dated April 15, 1991 to the
Employment Agreement dated April 1, 1990 by
and between the Bank and Milford L. Blum, Jr.
99.1(c)* Amendment No. 2 dated March 16, 1995 to the
Employment Agreement dated April 1, 1990 by
and between the Bank and Milford L. Blum, Jr.
_______________________________
*Filed herewith
18