Exhibit 99.3
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C. 20429
FORM F-2
Annual Report Under Section 13
of the Securities Exchange Act of 1934
For the Fiscal Year Ended: FDIC Certificate No.:
December 31, 1995 22054
THE HIBERNIA SAVINGS BANK
(exact name of Bank as specified in its charter)
Massachusetts 04-1437380
(state or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
731 Hancock Street
Quincy, Massachusetts 02170
(address of principal office) (zip code)
617-479-2265
(Bank's telephone number, including area code)
Securities Registered Pursuant to section 12 (b) of the Act: None
Securities Registered Pursuant to section 12 (g) of the Act:
COMMON STOCK $1.00 PAR VALUE
(title of class)
Indicate by check mark whether the bank (1) has filed all reports required to be
filed by Section 13 of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the bank was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
YES X NO
----
The aggregate market value of the voting stock held by non-affiliates of the
bank was approximately $11,509,068 based upon the closing sale price of the
common stock on the National Association of Securities Dealers Automated
Quotation System on February 29, 1996.
The number of shares outstanding of the Bank's common stock, as of February 29,
1996: 1,553,846.
DOCUMENTS INCORPORATED BY REFERENCE
PART OF FORM
F2 INTO WHICH
DOCUMENT INCORPORATED
- --------------------------------------------------------------------------------
Portions of the registrant's Annual Report
to Stockholders for the Fiscal Year
ended December 31, 1995 Part IV
Portions of the registrant's Proxy Statement
for the Annual Meeting of Stockholders to be
held on April 29, 1996. Part I, II, and III
SELECTED HISTORICAL FINANCIAL DATA
THE HIBERNIA SAVINGS BANK AND SUBSIDIARIES
At December 31 1995 1994 1993 1992 1991
- --------------------------------------------------------------------------------------------------------------
(Dollars in Thousands, except per share data)
Balance Sheet Data:
Total assets $346,865 $286,429 $249,827 $229,792 $216,575
Loans, net 208,327 163,371 135,661 134,584 144,143
Securities 125,300 111,582 105,735 80,449 56,277
Deposits 282,787 256,340 221,950 205,921 187,102
Borrowings 38,968 9,000 8,530 8,531 16,606
Stockholders' equity 22,825 19,786 17,312 13,954 11,953
Book value per share $14.89 $13.68 $12.92 $10.89 $9.96
For the year ended December 31 1995 1994 1993 1992 1991
- --------------------------------------------------------------------------------------------------------------
(Dollars in Thousands, except per share data)
Operating Data:
Interest and dividend income $23,949 $18,728 $18,157 $18,805 $19,698
Interest expense 13,720 9,498 8,950 10,569 13,779
---------------------------------------------------------------------
Net interest income 10,229 9,230 9,207 8,236 5,919
Add
Noninterest income 579 549 719 364 216
Gain (loss) on sale of loans (52) (1) 20 320 24
Less
Provision for possible loan losses 300 135 2,080 2,270 2,850
Noninterest expenses 6,552 6,209 5,680 4,835 4,695
---------------------------------------------------------------------
Pretax core earnings 3,904 3,434 2,186 1,815 (1,386)
Net gain on sale of securities 91 193 3,952 2,188 768
Gain on sale of loan servicing 764 - - - -
Loss on sale of fixed assets (50) - - - -
Net loss on sale of other real estate
owned (43) (170) (666) (511) (561)
Real estate owned expense 301 387 1,194 1,643 972
Income (loss) before income taxes 4,365 3,070 4,278 1,849 (2,151)
Provision (benefit) for income taxes 1,646 1,002 1,198 265 (673)
----------------------------------------------------------------------
Net income (loss) $2,719 $2,068 $3,080 $1,584 ($1,478)
----------------------------------------------------------------------
----------------------------------------------------------------------
Earnings (loss) per share $1.76 $1.41 $2.14 $1.21 ($1.23)
Weighted average number of common
shares and common equivalents 1,545,297 1,468,758 1,437,092 1,306,610 1,200,000
Dividends declared per share $ 0.22 $ - $ - $ - $ -
PART I
Item 1. Business of The Hibernia Savings Bank
The Hibernia Savings Bank ("Hibernia" or the "Bank") is a Massachusetts
chartered stock savings bank founded in 1912. The Bank's main office is located
at 731 Hancock Street, Quincy, Massachusetts, with branch locations at 52
Coddington Street, Quincy, Massachusetts, 51 Commercial Street, Braintree,
Massachusetts, 1150 Washington Street, Weymouth, Massachusetts, 101 Federal
Street, Boston, Massachusetts, 274 Main Street, Hingham, Massachusetts, and 397
Washington Street, Stoughton, Massachusetts. The Bank has Loan Centers at 730
and 731 Hancock Street, Quincy, Massachusetts, and 51 Commercial Street,
Braintree, Massachusetts. The Bank's administrative office, and finance
department are located at 730 Hancock Street, Quincy, Massachusetts. The Bank's
primary market area is the South Shore and, includes the following communities;
Boston, Canton, Stoughton, Randolph, Avon, Holbrook, Hull, Milton, Quincy,
Braintree, Weymouth, Hingham, Norwell, Hanover, Marshfield, Scituate, and
Cohasset .
The Bank is primarily engaged in attracting retail deposits from the general
public and borrowing funds, primarily from the Federal Home Loan Bank, and using
these funds to originate and invest in loans secured by first or second mortgage
loans on residential real estate, to originate or participate in commercial
real estate loans, to make small business loans, and to make investments in
securities. The Bank also originates and services residential mortgage loans
sold into the secondary mortgage market and originates consumer loans for
inclusion in its loan portfolio. At December 31, 1995 assets totaled
$346,865,213, with deposits of $282,787,249 and stockholders' equity of
$22,824,616.
Management believes that providing quality financial services and products in a
personalized manner along with maintaining a community orientation have long
been characteristics of the Bank which have resulted in customer recognition and
loyalty. The Bank seeks to develop multiple relationships with its customers
through an experienced service staff and offers a wide range of financial
products and services to meet the demands of the Bank's existing market area and
target customer base.
LENDING
The loan portfolio of The Hibernia Savings Bank continues to be the primary
earning asset of the Bank. The Bank, throughout 1995, continued its focus on
originating residential and commercial real estate loans, commercial business
loans and consumer loans for inclusion in the Bank's portfolio, as well as
originating residential real estate loans for sale into the secondary mortgage
market. The Bank believes that providing retail, and commercial lending
services to its community holds great potential as each banking office is
located in an active business district. The Bank's loan portfolio totaled
$210,968,694 before unearned discounts, deferred fees, and reserves at December
31, 1995. This represents an increase of $45,054,736 or 27.2% from
$165,913,958 at December 31, 1994. The loan portfolio represents approximately
60.8% of the Bank's total assets. The loan portfolio consists of 53.3% in
residential first and second mortgage, 37.5% in commercial real estate loans,
8.0% in commercial business loans and 1.2% in consumer loans.
The Bank's present policy is to sell the majority of its fixed rate residential
real estate loan originations into the secondary mortgage market. The Bank
primarily originates various types of adjustable rate loans for inclusion in its
own portfolio although the majority of adjustable rate residential mortgage
loans originated are also eligible for sale in the secondary markets.
RESIDENTIAL FIRST MORTGAGES
The Bank offers various owner occupied residential first mortgage loan products,
including, but not limited to, one, three and five year conforming, non-
conforming and Jumbo adjustable rate mortgage loans and seven, ten, fifteen,
twenty and thirty year fixed rate mortgage loans. In addition the Bank offers
adjustable rate residential mortgage loans and short-term notes on non owner
occupied residential properties. Residential mortgage loans are defined as real
estate loans secured by both owner occupied and non owner occupied mortgages on
one to four family homes and condominiums. During the year ended December 31,
1995, the Bank originated approximately $58.8 million in residential first
mortgage loans of which approximately $12.9 million were sold in the secondary
mortgage market.
At December 31, 1995 the majority of the Bank's residential real estate mortgage
loan portfolio was secured by properties located within Massachusetts or within
contiguous states. Underwriting standards are consistent for all loans. The
underwriting of one to four family owner occupied residential real estate loans
is performed, in most cases, in accordance with the standards prescribed by the
Federal National Mortgage Association ("FNMA") and the Federal Home Loan
Mortgage Corporation ("FHLMC"). Underwriting of other residential real estate
mortgage loans is in accordance with the Bank's Loan Policy which is reviewed
and approved annually by the Board of Directors. The Bank's present policy is
to require title insurance to insure the validity of its first mortgage liens.
Escrow accounts are generally required to ensure the timely payment of real
estate taxes. Private mortgage insurance, in almost all cases, is required on
loans in excess of 90% of the appraised value of the property. In addition to
origination charges and closing costs, borrowers generally also pay for the cost
of property appraisals and credit analysis.
Residential mortgage loans are written for an amortization period not to exceed
thirty years. Residential mortgage loans normally remain outstanding for less
than their full term, primarily due to prepayments and property sales.
RESIDENTIAL SECOND MORTGAGES
In addition to residential first mortgage loans, the Bank also makes term
residential second mortgage loans in amounts up to 70% of the appraised value of
the property in excess of the first mortgage balance for terms not to exceed
fifteen years. These loans are written on an adjustable rate basis and reviewed
every one to three years and on a fixed basis up to fifteen years. In
addition, the Bank originates adjustable rate second mortgage loans in the form
of Home Equity Credit Lines for inclusion in its portfolio. Underwriting of
residential second mortgage loans is in accordance with the Bank's Loan Policy
which is reviewed and approved annually by the Board of Directors.
During the year ended December 31, 1995 the Bank originated approximately $1.9
million of second mortgage loans. As of December 31, 1995, the Bank had $4.2
million of residential second mortgage loans outstanding, which were primarily
Home Equity Credit Lines.
COMMERCIAL REAL ESTATE
The Bank originates both commercial real estate loans and participates with
other banks in securing commercial real estate loans. During the year ended
December 31, 1995 the Bank originated and purchased approximately $27.2 million
of commercial real estate loans. Commercial real estate loans are defined as
multi-family residential properties, retail space, office buildings and certain
types of industrial properties. Commercial real estate mortgage loans are
generally written for an initial note term of three to ten years or on an
adjustable rate basis, amortized up to twenty-five years. Underwriting of
commercial real estate mortgage loans is in accordance with the Bank's Loan
Policy which is reviewed and approved annually by the Board of Directors. As
of December 31, 1995 the Bank had $79.1 million of commercial real estate loans
outstanding.
COMMERCIAL BUSINESS LOANS
The Bank's commercial business loan portfolio at December 31, 1995 totaled $16.9
million. During the year the Bank originated $13.8 million in loans.
Commercial loans are defined as small business loans, loans secured by business
assets, and owner occupied business loans. Commercial loans are generally
written for an initial note term of three to five years on a variable rate
basis. Underwriting of commercial loans is in accordance with the Bank's Loan
Policy which is reviewed and approved annually by the Board of Directors.
CONSUMER LOANS
The Bank's consumer loan portfolio at December 31, 1995 was $2.5 million
before unearned discount and reserves. Consumer loans consist primarily of
personal consumer loans, both secured and unsecured, education loans made under
the Massachusetts Higher Education Assistance Corporation program, Visa and
Master Card, overdraft lines of credit, passbook and stock loans, and home
improvement loans. Consumer loans are written over various terms, but the
average life of a personal loan is approximately two to three years in length.
Consumer loans originated during the year ended December 31, 1995 totaled
approximately $2.0 million.
THE FOLLOWING TABLE SETS FORTH CERTAIN INFORMATION CONCERNING THE COMPOSITION OF
THE BANK'S LOAN PORTFOLIO
AT DECEMBER 31,
1995 % 1994 % 1993 % 1992
(Dollars in Thousands)
Mortgage Loans:
Residential $109,163 51.74% $83,338 50.23% $91,624 66.86% $99,838
Construction &
Land Development 12,387 5.87% 7,673 4.62% 3,334 2.43% 22
Non-Residential 70,048 33.20% 64,056 38.61% 32,220 23.51% 33,366
------------ ------ ------------ ------ ----------- ------ -----------
TOTAL MORTGAGE LOANS 191,598 90.82% 155,067 93.46% 127,178 92.80% 133,226
------------ ------ ------------ ------ ----------- ------ -----------
Commercial Loans:
Commercial 16,857 7.99% 8,423 5.08% 5,490 4.01%
------------ ------ ------------ ------ ----------- ------
Other Loans:
Lines of Credit 747 .35% 831 .50% 464 .34% 435
Passbook & Collateral 799 .38% 707 .43% 423 .31% 644
Home Improvement 195 .09% 219 .13% 208 .15% 324
Installment 773 .37% 667 0.40% 3,285 2.40% 1,641
------------ ------ ------------ ------ ----------- ------ -----------
TOTAL OTHER LOANS $2,514 1.19% $2,424 1.46% $4,380 3.20% 3,044
------------ ------ ------------ ------ ----------- ------ -----------
TOTAL LOANS 210,969 100.0% 165,914 100.0% 137,048 100.0% 136,270
------------ ------ ------------ ------ ----------- ------ -----------
Less: -
Deferred Fees ($94) ($290) ($118) ($85)
Unearned discount ($6) ($12) (21) (47)
Allowance for possible
loan losses (2,542) (2,241) (2,481) (3,056)
------------ ------------ ----------- ------------
TOTAL LOANS, NET $208,327 $163,371 $134,428 $ 133,082
------------ ------------ ---------- -----------
------------ ------------ ---------- -----------
AT DECEMBER 31,
% 1991 %
(Dollars in Thousands)
Mortgage Loans:
Residential 73.26% $104,523 73.42%
Construction &
Land Development 0.02% 27 0.0%
Non-Residential 24.49% 34,926 24.53%
------ ---------- ------
TOTAL MORTGAGE LOANS 97.77% 139,476 97.97%
------ ----------- -------
Commercial Loans:
Commercial
Other Loans:
Lines of Credit .32% 404 .28%
Passbook & Collateral .47% 530 .37%
Home Improvement .24% 342 .24%
Installment 1.20% 1,620 1.14%
----- ---------- -----
TOTAL OTHER LOANS 2.23% $2,896 2.03%
----- ---------- -----
TOTAL LOANS 100% 142,372 100%
----- ---------- -----
Less:
Deferred Fees ($184)
Unearned discount (49)
Allowance for possible
loan losses (2,701)
----------
TOTAL LOANS, NET $139,438
----------
----------
INVESTMENT ACTIVITIES
Investment income is the second largest source of income for the Bank. The
Bank's investment portfolio, including short-term investments, securities held
to maturity, and securities available for sale, totaled $125,300,270 or 36.1% of
total assets at December 31, 1995. This represents an increase of $13,718,345
or 12.3% from December 31, 1994. Income from investments, principal reductions
and maturities, represent a major source of liquidity to fund loans and meet the
short-term cash needs of the Bank.
The Bank's investment portfolio consists primarily of mortgage backed securities
totaling $77,565,687 or 61.9% of the investment portfolio which are held to
maturity. Securities available for sale consist of FHLB Notes, FHLMC Notes and
Common Stock which totaled $40,676,183. In addition, the Bank maintains a
modest position in certificates of deposits and federal funds when there is
available cash. The $77.6 million in mortgage backed securities at December 31,
1995 yielded an average return of 5.44%. Payments of principal and interest
are received monthly on the mortgage backed securities, which provide an ongoing
source of cash. The Bank had approximately $39.9 million in FHLMC and FHLB
bonds and notes which were yielding an average of 7.47%. At December 31, 1995
the market value of the Bank's portfolio was less than book value by $857,000.
THE FOLLOWING TABLE SETS FORTH CERTAIN INFORMATION REGARDING THE CONTRACTUAL
MATURITIES OF THE BANK'S INVESTMENT PORTFOLIO, EXCLUSIVE OF EQUITIES:
AT DECEMBER 31,
1995 % 1994 % 1993 % 1992
(Dollars in Thousands)
HELD TO MATURITY
Due in 1 year or less $ - 0% $ - 0% $ - 0% $ -
Due after 1 year
through 5 years - 0% - 0% - 0% 42,999
Due after 5 years - 0% - 0% - 0% 16,516
through 10 years
Due after 10 years 0% 0% - 0% -
Mortgage-backed
securities 77,566 66.01% 100,253 94.41% 84,737 82.52% 11,446
------------ ----------- ----------- ----------
SUB-TOTAL $77,566 66.01% $100,253 94.41% $84,737 82.52% $70,961
AVAILABLE FOR SALE
Due in 1 year or less $ 39,947 33.99% $ 5,931 5.59% $ 17,946 17.48% $ -
Due after 1 year
through 5 years - - - -
Due after 5 years - - - -
through 10 years
Due after 10 years - - - -
Mortgage-backed
securities
--------- -------- ------- -----
SUB-TOTAL $39,947 33.99% $5,931 5.59% $17,946 17.48% $ -
TOTAL $117,513 100.00% $106,184 100.00% $102,683 100.00% $70,961
--------- ------- --------- ------- --------- ------- -------
AT DECEMBER 31,
% 1991 %
(Dollars in Thousands)
HELD TO MATURITY
Due in 1 year or less 0% $ - 0%
Due after 1 year
through 5 years 60.60% 35,503 70.09%
Due after 5 years 23.27% - 0%
through 10 years
Due after 10 years 0% - 0%
Mortgage-backed
securities 16.13% 15,151 29.91%
----------
SUB-TOTAL 100.0% $50,654 100.0%
AVAILABLE FOR SALE
Due in 1 year or less 0% $- 0%
Due after 1 year
through 5 years -
Due after 5 years -
through 10 years
Due after 10 years -
Mortgage-backed
securities
--------
SUB-TOTAL $ - 100.0%
TOTAL 100.00% $50,654 100.0%
------- -------- ------
DEPOSITS AND OTHER SOURCES OF FUNDS
Savings deposits continue to represent the major source of the Bank's funds for
lending and other investments. In addition to deposit flows, other sources
include loan amortization and prepayments, loan sales in the secondary market,
sales and maturity of investments, operating revenues, and borrowings. Deposit
flows can vary significantly and are influenced by prevailing interest rates,
economic conditions and pricing by the Bank and its competitors. Borrowings by
the Bank may be used on a short-term basis to cover reductions in normal sources
of funds and may also be used on a longer term basis to support expansion of
specific investment activities. Aggressive price competition for retail deposits
within our local market area dictated, from a cost standpoint, that we utilize
borrowing as an alternative funding resource. At December 31, 1995 total
borrowings amounted to $38,968,000.
SUBSIDIARIES
The Bank at December 31, 1995 has a wholly owned subsidiary known as Kildare
corporation. Kildare holds investments in limited real estate partnerships and
is the sole owner of four subsidiaries, Athlone Corporation, Donegal
Corporation, Mayo Corporation, and Roscommon Corporation. These corporations
were used for Real Estate Management and are currently inactive.
The Bank, at December 31, 1995, also has a wholly owned subsidiary known as
Limerick Securities Corporation. This corporation was formed solely in order to
invest in securities in which the Bank could invest pursuant to Sections 2 and 3
of Chapter 167F of the Massachusetts General laws.
The Bank, at December 31, 1995, also has a wholly owned subsidiary known as
Meath Corporation. This corporation was formed to undertake the construction
and sale of a condominium project in the western part of Massachusetts and is
currently inactive.
EMPLOYEES
As of December 31, 1995 the Bank employed 84 full time and 10 part-time
employees, none of whom were represented by a collective bargaining group.
Management considers Hibernia's relationship with its employees to be excellent.
COMPETITION
The Bank faces extensive competition, both in originating loans and in
attracting deposits, from other savings banks as well as co-operative banks,
commercial banks, savings and loan associations, credit unions, and other
financial service businesses.
Competition for loans comes primarily from other savings banks, co-operative
banks, savings and loan associations, commercial banks, and mortgage banking
companies. The Bank competes for loans principally on the basis of interest
rates and loan fees, types of loans originated, processing time, and the quality
of service provided to borrowers.
In attracting deposits, the Bank's primary competitors are other thrift
institutions, commercial banks, mutual funds, and credit unions. The Bank's
branches attract deposits from the communities in which they are located. The
Bank's attraction and retention of deposits depends principally on the quality
of its service and its ability to provide investment opportunities that satisfy
the requirements of investors with respect to rate of return, liquidity, risk,
and other factors. The Bank also competes for these deposits by offering
competitive rates, convenient locations, and convenient business hours.
Management believes that providing quality financial services and products in a
personalized manner along with maintaining a community orientation have long
been characteristics of the Bank which have resulted in customer recognition and
loyalty. The Bank seeks to develop multiple relationships with its customers
through an experienced service staff and offers a wide range of financial
products and services to meet the demands of the Bank's existing market area and
target customer base.
RESEARCH AND DEVELOPMENT
The Bank does not maintain a separate research and development department or
budget. A number of employees of the Bank, as part of their job responsibility,
spend varying amounts of time developing new products and new services. The
amount of time spent cannot be measured and as a result no estimate is made.
REGULATION
The Bank operates under Massachusetts General Laws and is subject to
supervision, examination, and regulation by the Commissioner of Banks and the
Federal Deposit Insurance Corporation (the "FDIC"). Deposit accounts at the
Bank are insured by the FDIC up to a total of $100,000. As an insurer of
savings accounts the FDIC issues regulations, conducts examinations, requires
the filing of reports, and generally supervises the operations of institutions
to which it provides deposit insurance (see Item 7 for further discussion). The
approval of the FDIC is required prior to any merger or consolidation, or the
establishment or relocation of an office facility.
All deposit accounts in excess of $100,000 are insured in full by the Deposit
Insurance Fund, a corporation created by an act of the Massachusetts legislature
in 1932. The Bank is also subject to additional regulations by the Federal
Reserve Board ("FRB") with respect to the maintenance of certain nonearning
reserves.
The Bank is also subject to federal and state statutory and regulatory
provisions covering, among other things, security procedures, currency
reporting, insider and affiliated party transactions, management interlocks,
community reinvestment, truth-in-lending, electronic funds transfers, truth-in-
savings, and equal credit opportunity.
Item 2. Properties
The Bank's headquarters is located at 731 Hancock Street, Quincy,
Massachusetts. The Bank has a branch located at 101 Federal St., Boston
Massachusetts, a branch located at 51 Commercial St., Braintree, Massachusetts
an educational training facility in Quincy High School located at 52 Coddington
St., Quincy, Massachusetts a branch located at 1150 Washington St., Weymouth,
Massachusetts, a branch located at 274 Main St, Hingham, Massachusetts, and a
branch located at 397 Washington St., Stoughton, Massachusetts. The Bank has a
location at 730 Hancock Street, Quincy, Massachusetts which houses the
Finance/Administration Department, and Executive Office. The Bank's
headquarters in Quincy, the Boston facility, and Stoughton facility are leased
premises. The Braintree, Weymouth, and Hingham facilities as well as the
building at 730 Hancock are owned by the Bank. The Bank also has three Loan
Centers, one located at 51 Commercial St., Braintree, Massachusetts, 731 Hancock
Street Quincy, Massachusetts and 730 Hancock Street, Quincy, Massachusetts.
The following table sets forth the location of the Bank's offices, as well as
certain information relating to offices at December 31, 1995.
Current
Year Square Owned/ Term Renewal/
Acquired Feet Leased Expires Options
-------- ------ ------- -------- -------------------------
Branch
101 Federal St. 1989 2,060 leased 1999 2/five year terms
Boston, MA
Branch
397 Washington St. 1995 2,200 leased 2005 3/five year terms
Stoughton, MA
Branch
Quincy High School
52 Coddington Street. 1993 360 leased 1 year renewable agreement
Quincy, MA
Main Office
731 Hancock St. 1986 10,100 leased 2002 3/five year terms
Quincy, MA
Branch
51 Commercial St. 1979 4,970 owned
Braintree, MA
Branch
1150 Washington St. 1991 1,800 owned
Weymouth, MA
Branch
274 Main St. 1995 2,100 owned
Hingham, MA
730 Hancock St.
Quincy, MA 1994 6,000 owned
Item 3. Legal Proceedings
The Bank is a defendant in legal actions involving loans. In the opinion of
the Bank's management the resolution of these matters is not expected to have a
material effect on the consolidated financial position of the Bank.
Item 4. Securities Ownership of Certain Beneficial Owners and Management
The response to the item is incorporated herein by reference from the Proxy
Statement under "Outstanding Voting Securities" on page 6.
There are no arrangements known to the Bank, including any pledge by any person
of securities of the Bank, the operation of which may at a subsequent date
result in a change in control of the Bank.
PART II
Item 5. Market for the Bank's Common Stock and Related Security Holder Matters
The information required by this item is incorporated herein by reference to
page 30 of the Bank's Annual Report to Stockholders for the fiscal year ended
December 31, 1995 (the "1995 Annual Report").
Item 6. Selected Financial Data
The information required by this item is contained in Part I of this Report and
is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information required by this item is incorporated herein by reference
from pages 6 through 13 of the Bank' s Annual Report to Stockholders for the
fiscal year December 31, 1995 (the "1995 Annual Report").
Item 8. Financial Statements and Supplementary Data
The information required by this item is incorporated herein by reference from
pages 14 through 30 of the Bank's Annual Report to Stockholders for the fiscal
year ended December 31, 1995. Schedules of Financial Statements are included in
exhibit 10.
PART III
Item 9. Directors and Executive Officers of the Bank
Information about the directors of the Bank is incorporated herein by reference
from the Proxy Statement under "Board of Directors" on pages 7 and 8.
PRINCIPAL OFFICERS OF THE BANK
The following table sets forth certain information about officers of the Bank.
NAME AGE POSITION HELD WITH BANK
- ------------------------------------------------------------------------
Mark A. Osborne 46 Chairman of the Board
and Chief Executive Officer
Richard S. Straczynski 49 President and
Chief Operating Officer
Gerard F. Linskey 50 Senior Vice President and
Chief Financial Officer
Dennis P. Myers 48 Senior Vice President and
Senior Lending Officer
Wayne F. Blaisdell 44 Senior Vice President,
Branch Administration and
Operations Officer
The principal occupation and business experience during at least the last five
years for each of the principal officers is as follows:
Mr. Osborne has been with Hibernia since 1971, became its President in 1982 and
Chairman of the Board in 1988. Previously Mr. Osborne held the offices of Vice
President and Treasurer of the Bank.
Mr. Straczynski became President and Chief Operating Officer of Hibernia in
March of 1995. Mr. Straczynski was most recently a regional President of
Citizens Bank of Massachusetts.
Mr. Linskey became a Senior Vice President of Hibernia in January of 1988.
Prior to this he was a Senior Vice President of the Union Warren Savings Bank
from 1982 through 1987.
Mr. Myers joined Hibernia in 1985 as an Assistant Vice President and became a
Senior Vice President in 1993. Previously Mr. Myers was a Mortgage Officer of
the First American Bank for Savings.
Mr. Blaisdell joined Hibernia in 1975 and became its Assistant Vice President in
1980 and Vice President of the Bank in 1982. Mr Blaisdell was promoted to
Senior Vice President in March of 1995.
Item 10. Management Remuneration and Transactions
The information required by this item is incorporated herein by reference from
page 10 of the 1995 Proxy Statement.
PART IV
Item 11. Exhibits, Financial statement, schedules, and Reports on Form F-3
(a) List of Documents filed as part of this report
(a)(1) The Hibernia Savings Bank's consolidated Financial Statements and
Management's Discussion and Analysis included in the Annual Report are
incorporated herein into Item 7 and Item 8 of this Report by reference. (The
remaining information appearing in the Annual Report is not to be filed as part
of this report except as expressly provided herein.)
Consolidated Balance Sheets at December 31, 1995 and 1994
Consolidated Statements of Operations for the years ended December 31, 1995,
1994 and 1993
Consolidated Statement of Changes in Stockholders' Equity for the years ended
December 31, 1995, 1994, and 1993
Consolidated Statements of Cash Flows for the years ending December 31,
1995,1994 and 1993
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(a)(2) The following Financial Statement schedules are included in Item 8 as
part of this report.
Report of Independent Public Accountants
Schedule V
All other schedules have been omitted because information is not applicable
or is not material or becauseinformation required is included in the
Financial Statements or notes thereto.
(b) No reports on F-3 were filed during the quarter ended December 31, 1995
(c) Exhibits:
(1) NA
(2) NA
(3) NA
(4) A schedule showing earnings per share is included in Part 1 of this
report.
(5) NA
(6) Annual Report to Stockholders for the year ended December 31, 1995
is furnished for information only and is not to be filed as part of this
report except as otherwise specified.
(7)-(9) NA
(10) Financial Statement Schedules
SIGNATURES
Pursuant to the requirement of Section 13 of the Securities Exchange Act of
1934, the Bank has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE HIBERNIA SAVINGS BANK
By /s/ Mark A. Osborne
-----------------------------------
Mark A. Osborne,
Chairman of the Board
and Chief Executive Officer
By /s/ Gerard F. Linskey
-----------------------------------
Gerard F. Linskey
Senior Vice President and
Chief Financial Officer
THE HIBERNIA SAVINGS BANK AND SUBSIDIARIES
Schedule V
Investments in, Income from Dividends, and equity in Earnings
or Losses of Subsidiaries and Associated Companies
Equity in Proportionate
Underlying Part of
Percent of Net Assets Earnings or
Due in 1 year or less Voting Stock Total at Balance Amount of Loss for the
Name of issurer Owned Investments Sheet Data Dividends Period
At and for the years:
December,31,1995 100%
KILDARE CORPORATION
Accounts receivable $469 $469 $0
Common stock and
paid-in capital $ 51 $ 51 $0
Accumulated earnings ($63) ($63) $9
---- ---- --
$457 $457 $0 $9
---- ---- -- --
---- ---- -- --
December,31,1994 100%
KILDARE CORPORATION
Accounts receivable $547 $ 547 $0
Common stock and
paid-in capital $ 51 $ 51 $0
Accumulated earnings (72) ($72) ($3)
---- ---- ---
- $526 $526 $0 ($3)
---- ---- -- ---
---- ---- -- ---
December,31,1993 100%
KILDARE CORPORATION
Accounts receivable $544 $544 $0
Common stock and
paid-in capital $ 51 $ 51 $0
Accumulated earnings ($69) ($69) $2
---- ---- --
$526 $526 $0 $2
---- ---- -- --
---- ---- -- --
THE HIBERNIA SAVINGS BANK AND SUBSIDIARIES
Schedule V
Investments in, Income from Dividends, and equity in Earnings continued
or Losses of Subsidiaries and Associated Companies
Equity in Proportionate
Underlying Part of
Percent of Net Assets Earnings or
Due in 1 year or less Voting Stock Total at Balance Amount of Loss for the
Name of issurer Owned Investments Sheet Data Dividends Period
At and for the years:
December 31,1995 100%
LIMERICK SECURITIES
Accounts receivable $0 $0 $0
Common stock and
paid-in capital $30,000 $30,000 $0
Accumulated earnings $ 5,231 $ 5,231 $1,537
------- ------- ------
$35,231 $35,231 $0 $1,537
------- ------- -- ------
------- ------- -- ------
December 31,1994 100%
LIMERICK SECURITIES
Accounts receivable $0 $0 $0 $0
Common stock and
paid-in capital 20,000 $20,000 $0
Accumulated earnings 3,694 $ 3,694 $973
------- ------- ----
- $23,694 $23,694 $0 $973
------- ------- -- ----
------- ------- -- ----
December 31,1993 100%
LIMERICK SECURITIES
Accounts receivable $0 $0 $0
Common stock and
paid-in capital $20,000 $20,000 $0
Accumulated earnings $ 2,721 $ 2,721 $1,220
------- ------- ------
$22,721 $22,721 $0 $1,220
------- ------- -- ------
------- ------- -- ------
Date:
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in capacities and on the dates indicated.
Name Title Date
/s/ Mark A. Osborne
- -------------------------- Chairman of the Board
MARK A. OSBORNE & CEO
/s/ Martha M. Campbell
- -------------------------- Director
MARTHA M. CAMPBELL
/s/ Thomas J. Carens
- -------------------------- Director
THOMAS J. CARENS
/s/ Bernard J. Dwyer
- -------------------------- Director
BERNARD J. DWYER
/s/ William E. Lucey
- -------------------------- Director
WILLIAM E. LUCEY
- -------------------------- Director
PETER L. MAGUIRE
/s/ Thomas P. Moore
- -------------------------- Director
THOMAS P. MOORE
/s/ Richard J. Murney
- -------------------------- Director
RICHARD J. MURNEY
- -------------------------- Director
JOHN V. MURPHY
/s/ William T. Novelline
- -------------------------- Director
WILLIAM T. NOVELLINE
/s/ Paul D. Osborne
- -------------------------- Director
PAUL D. OSBORNE
/s/ Douglas C. Purdy
- -------------------------- Director
DOUGLAS C. PURDY
/s/ Michael T. Putziger
- -------------------------- Director
MICHAEL T. PUTZIGER
- -------------------------- Director
RICHARD P. QUINCY