U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark one) [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2000 [ ] Transition report under Section 13 or 15(d) of the Exchange Act for the transition period from _________ to_________ Commission File No. 0-30483 DUTCHFORK BANCSHARES, INC. ------------------------------------------------------------------ (Exact name of Small Business Issuer as Specified in its Charter) Delaware 57-1094236 - -------------------------------------------------------------------------------- State of Incorporation I.R.S. Employer Identification 1735 Wilson Road, Newberry, South Carolina 29108 ------------------------------------------------------------- (Address of Principal Executive Office) (803) 321-3200 ------------------------------------------------ (Issuer's Telephone Number, Including Area Code) ----------------------------------------------------- (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,560,550 shares of common stock, par value $0.01 per share, were issued and outstanding as of January 31, 2001. Traditional Small Business Disclosure Format (check one): Yes [ ] No [X] PART I - FINANCIAL INFORMATION Page ---- Consolidated Balance Sheet at December 31, 2000 and September 30, 2000 4 Consolidated Statements of Income for the Three Months Ended December 31, 2000 and 1999 6 Consolidated Statements of Comprehensive Operations for the Three Months Ended December 31, 2000 and 1999 8 Consolidated Statements of Changes in Equity for the Three Months Ended December 31, 2000 9 Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2000 and 1999 10 Notes to Consolidated Financial Statements 12 Management's Discussion and Analysis of Results of Operations and Financial Condition 13 PART II - OTHER INFORMATION Item 1: Legal Proceedings 18 Item 2: Changes in Securities and Use of Proceeds 18 Item 3: Defaults upon Senior Securities 18 Item 4: Submission of Matters to a Vote of Security Holders 18 Item 5: Other Information 18 Item 6: Exhibits and Reports on Form 8-K 18 2 PART I FINANCIAL INFORMATION Item 1. Financial Statements The financial statements of DutchFork Banchshares, Inc. (the "Company" or "DutchFork Bancshares") are set forth in the following pages. 3 DutchFork Bancshares, Inc. and Subsidiaries Consolidated Balance Sheets December 31, September 30, 2000 2000 -------------- --------------- (unaudited) (unaudited) Assets Cash and cash equivalents $ 5,914,237 $ 2,834,538 Investments and mortgage-backed securities: Available-for-sale: Investments (cost of $21,508,610 and $27,429,604 at December 31 and September 30, 2000, respectively) 20,781,313 24,772,470 Mortgage-backed securities (cost of $116,240,114 and $110,102,612 at December 31 and September 30, 2000, respectively) 115,006,128 105,965,236 Held-to-maturity: Investments (fair value of $1,141,000 and $1,141,000 at September 30 and December 31, 2000, respectively) 1,141,000 1,141,000 Mortgage-backed securities (fair value of $3,678,993 and $3,493,114 at December 31 and September 30, 2000, respectively) 3,774,999 3,874,486 Loans receivable 79,507,390 78,307,565 Repossessed assets -- 22,246 Premises, furniture and equipment, net 3,678,471 3,600,824 Accrued interest receivable: Loans and mortgage-backed securities 592,437 560,940 Investments and other property 802,457 925,279 Prepaid assets 427,862 351,971 Prepaid income tax and tax refunds receivable -- 43,600 Deferred tax asset 572,637 566,355 Other 786,854 1,101,479 ------------ ------------ Total assets $232,985,785 $224,067,989 ============ ============ 4 DutchFork Bancshares, Inc. and Subsidiaries Consolidated Balance Sheets (continued) December 31, September 30, 2000 2000 --------------- --------------- (unaudited) (unaudited) Liabilities and stockholders' equity Liabilities: Deposit accounts $ 146,375,386 $ 147,730,669 Federal Home Loan Bank advances 35,000,000 35,000,000 Other borrowings -- 2,755,000 Advances from borrowers for taxes and insurance 30,142 60,727 Accrued income taxes payable 2,965,810 838,707 Accounts payable - securities 12,027,240 4,785,938 Accounts payable 9,098 21,837 Accrued expenses 852,780 655,789 Accrued interest payable 768,213 860,231 Other 115,437 63,576 ------------- ------------- Total liabilities 198,144,106 192,772,474 ------------- ------------- Commitments and contingencies -- -- Stockholders' equity: Preferred stock, $.01 par value, 500,000 shares authorized and unissued -- -- Common stock, $.01 par value, 4,000,000 shares authorized, 1,560,550 issued and outstanding at December 31 and September 30, 2000 15,605 15,605 Additional paid-in capital 14,557,956 14,554,183 Retained earnings, substantially restricted 22,706,338 22,180,461 Accumulated other comprehensive income (loss) (1,209,169) (4,216,676) Unearned employee stock ownership plan shares (1,229,051) (1,238,058) ------------- ------------- Total stockholders' equity 34,841,679 31,295,515 ------------- ------------- Total liabilities and stockholders' equity $ 232,985,785 $ 224,067,989 ============= ============= 5 DutchFork Bancshares, Inc. and Subsidiaries Consolidated Statements of Income Three Months Ended December 31, 2000 1999 ------------ ------------ (unaudited) (unaudited) Interest income: Loans receivable $1,660,617 $1,478,184 Investments 375,015 596,012 Mortgage-backed and related securities 2,105,028 1,632,430 Other interest-earning assets 49,737 67,543 ---------- ---------- Total interest income 4,190,397 3,774,169 ---------- ---------- Interest expense: Interest expense on deposit accounts 1,834,614 1,622,930 Federal Home Loan Bank advances 501,750 494,115 Other borrowings purchased 47,180 25,791 ---------- ---------- Total interest expense 2,383,544 2,142,836 ---------- ---------- Net interest income 1,806,853 1,631,333 Provision for loan losses -- 160,000 ---------- ---------- Net interest income after provision for loan losses 1,806,853 1,471,333 ---------- ---------- Noninterest income: Gain (loss) on sale of securities, net 195,087 -- Loan origination and commitment fees 27,766 15,083 Profit on sale of loans -- 303 Loan servicing fees 14,369 16,841 Bank service charges 166,057 172,662 Loan late charges 14,232 12,650 Other 32,585 23,640 ---------- ---------- Total noninterest income 450,096 241,179 ---------- ---------- 6 DutchFork Bancshares, Inc. and Subsidiaries Consolidated Statements of Income (continued) Three Months Ended December 31, 2000 1999 --------- ------- Noninterest expense: Compensation and benefits 680,831 552,792 Occupancy 84,983 78,456 SAIF deposit insurance premium 8,011 20,594 Foreclosed real estate expenses 100 294 Furniture and equipment 79,043 100,614 Professional fees 80,031 76,896 Telephone and postage 47,396 38,002 Insurance 77,928 10,738 Marketing 26,982 48,225 Data processing 71,813 79,708 Supplies and printing 23,643 15,964 OTS assessments 13,627 11,704 Meetings 7,340 5,135 Bank service charges 10,942 8,620 Loan expenses 10,043 9,856 Transaction account charges 10,477 12,781 Automated teller system 6,618 6,183 Contributions 70,722 103,889 Other 87,068 34,877 ---------- --------- Total noninterest expense 1,397,598 1,215,328 ---------- --------- Income before income taxes 859,351 497,184 Provision for income taxes 333,474 198,770 ---------- --------- Net income $ 525,877 $ 298,414 ========== =========== Net income per share $ 0.34 $ N/A ========== =========== 7 DutchFork Bancshares, Inc. and Subsidiaries Consolidated Statements of Comprehensive Operations Three Months Ended December 31, 2000 1999 ---------- ---------- Net income $ 525,877 $ 298,414 Other comprehensive income (loss), net of tax: Unrealized gains (losses) arising during the period, net of tax effect of $1,841,767 and $(532,502) for the three months ended December 31, 2000 and 1999, respectively 3,007,507 (871,036) ---------- ---------- Comprehensive income (loss) $3,533,384 $ (572,622) ========== ========== 8 DutchFork Bancshares, Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders' Equity Employee Stock Number of Additional Retained Ownership Shares Common Stock Paid-in Capital Earnings Plan Loan ---------- ------------ --------------- ------------ ------------- Balance at September 30, 2000 1,560,550 $ 15,605 $ 14,554,183 $ 22,180,461 $ (1,238,058) Net income 525,877 Release of 901 ESOP shares 3,773 9,007 Change in net unrealized depreciation on investments available for sale (net of deferred and current income taxes of $1,841,767) ----------- ------------ ------------ ------------ ------------ 1,560,550 $ 15,605 $ 14,557,956 $ 22,706,338 $ (1,229,051) =========== ============ ============ ============ ============ Accumulated Other Total Comprehensive Stockholders' Income (Loss) Equity ------------- ---------------- Balance at September 30, 2000 $ (4,216,676) $ 31,295,515 Net income 525,877 Release of 901 ESOP shares 12,780 Change in net unrealized depreciation on investments available for sale (net of deferred and current income taxes of $1,841,767) 3,007,507 3,007,507 ------------ ------------ $ (1,209,169) $ 34,841,679 ============ ============ 9 DutchFork Bancshares, Inc. and Subsidiaries Consolidated Statements of Cash Flows Three Months Ended December 31, 2000 1999 ----------- ----------- (unaudited) (unaudited) Operating Activities Net income $ 525,877 $ 298,414 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation 58,283 59,450 Provision for losses -- 160,000 (Gain) loss on sales of investments and mortgage- backed securities (174,937) -- Net loss on sales on loans -- -- Net loss on sales of foreclosed real estate -- -- Increase (decrease) in deferred loan origination fees 4,253 (1,082) Amortization of premiums (discounts) on investments, mortgage-backed securities and loans (364,601) (300,952) Decrease (increase) in accrued interest receivable 91,325 316,297 Decrease (increase) in prepaid and other assets 282,334 95,534 Decrease (increase) in deferred tax asset -- (71,194) Increase (decrease) in accrued interest payable (92,018) (57,769) Increase (decrease) in accounts payable and accrued expenses 7,228,563 10,749,372 Increase (decrease) in other liabilities 527,711 (121,080) Origination of loans held for sale -- (47,357) Proceeds from sales of loans held for sale 578,727 ------------ ------------ Net cash provided (used) by operating activities 8,086,790 11,658,360 ------------ ------------ 10 DutchFork Bancshares, Inc. and Subsidiaries Consolidated Statements of Cash Flows (continued) Three Months Ended December 31, 2000 1999 ------------ ------------ (unaudited) (unaudited) Investing Activities Principal payments on mortgage-backed securities 2,030,004 4,465,858 Purchases of held to maturity securities -- -- Proceeds from maturities of securities -- -- Purchases of available-for-sale securities (41,443,294) (23,579,442) Proceeds from sales of available-for-sale securities 39,852,049 5,199,085 Net (increase) decrease in loans receivable (1,204,078) (162,191) Proceeds from sales of repossessed assets 22,246 -- Purchases of premises, furniture and equipment (135,930) (25,721) ------------ ------------ Net cash provided (used) by investing activities (879,003) (14,102,411) ------------ ------------ Financing Activities Net increase (decrease) in deposit accounts (1,355,283) 10,899,307 Proceeds from Federal Home Loan Bank advances -- 4,600,000 Payments on Federal Home Loan Bank advances and other borrowings -- (21,270,000) Proceeds from other borrowings 15,190,000 11,125,000 Repayments of other borrowings (17,945,000) -- Issuance of stock in public offering -- -- Repayment of ESOP loan 12,780 -- Increase (decrease) in advances from borrowers for taxes and insurance (30,585) (42,981) ------------ ------------ Net cash provided by financing activities (4,128,088) 5,311,326 ------------ ------------ Net increase (decrease) in cash and cash equivalents 3,079,699 2,867,275 Cash and cash equivalents at beginning of year 2,834,538 3,256,053 ------------ ------------ Cash and cash equivalents at end of year $ 5,914,237 $ 6,123,328 ============ ============ Supplemental Disclosures of Cash Flow Information: Cash paid (received) during the year for: Interest $ 4,011,988 $ 2,200,605 Taxes $ 712,972 $ -- 11 DutchFork Bancshares, Inc. Notes to Financial Statements December 31, 2000 Note 1 - Organization DutchFork Bancshares, Inc. was incorporated under the laws of Delaware in February 2000 for the purpose of serving as the holding company of Newberry Federal Savings Bank ("Newberry Federal" or the "Bank") as part of the Bank's conversion from the mutual to stock form of organization. The conversion, completed on July 5, 2000, resulted in the Company issuing an aggregate of 1,560,550 shares of its common stock, par value $.01 per share, at a price of $10 per share. Prior to the conversion, the Company had not engaged in any material operations and had no assets or income. The Company is a savings and loan holding company and subject to regulation by the Office of Thrift Supervision and the Securities and Exchange Commission. Note 2 - Accounting Principles The accompanying unaudited financial statements of the Bank have been prepared in accordance with generally accepted accounting principles for interim financial information and with instruction to Form 10-QSB and of Regulation S-B. Accordingly, the financial statements 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 a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2000 are not necessarily indicative of the results that may be expected for the current fiscal year. Note 3 - Earnings Per Share Earnings per share for the three months ended December 31, 2000 were calculated based upon 1,560,550 shares outstanding during the period. No earnings per share amounts have been presented for the three months ended December 31, 1999, since no shares were outstanding during the periods presented. Note 4 - Sale of Branch The Company has entered into an agreement to sell its Chapin branch, which has approximately $13,000,000 in deposits. The sale will be completed in February 2001, and the Company will pay to the acquirer the amount of the deposit liability, less the value of the assets transferred and the premium to be received on the deposits. To generate funds for the deposit liability, the Company sold approximately $10,600,000 of loans at a gain of approximately $35,000. Note 5 - Other Subsequent Events After December 31, 2000, the Company sold approximately $16,000,000 of loan servicing at a gain of approximately $145,000. 12 Item 2. Forward Looking Statements This prospectus contains forward looking statements that are based on assumptions and describe future plans, strategies and expectations of DutchFork Bancshares and its wholly owned subsidiary, Newberry Federal. These forward looking statements are generally identified by use of the words "believe", "expect", "intend", "anticipate", "estimate", "project" or similar expressions. DutchFork Bancshares and Newberry Federal's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of DutchFork Bancshares and Newberry Federal include, but are not limited to, changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. Reserve Board, the quality and composition of the loan or investment portfolios, demand for loan products, deposit flow, competition, demand for financial services in and DutchFork Bancshares' and Newberry Federal's market area and accounting principles. These risks and uncertainties should be considered in evaluating forward looking statements and undue reliance should not be placed on such statements. Operating Strategy DutchFork Bancshares' wholly owned subsidiary, Newberry Federal, is an independent, community-oriented savings bank, delivering quality customer service and offering a wide range of deposit and loan products to its customers. Because of weak loan demand in Newberry Federal's primary market area, management has maintained a substantial investment in investment securities and mortgage-backed securities classified as available-for-sale. Management's objective in managing the securities portfolio is to maintain a portfolio of high quality, highly liquid investments with competitive returns in order to maximize current income without compromising credit quality. In December, management entered into a definitive agreement to sell the Chapin facility to another bank. This was the only operating facility the Bank maintained outside of Newberry County, and the sale of the Chapin branch is an effort to maintain and strengthen the Bank's market share within Newberry County. The sale of the Chapin facility will better maximize marketing and sales efforts by creating improved cost efficiencies and a stronger competitive position. Management believes this should lead to improved profit, increased shareholder value and better risk management over the long term. 13 Comparison of Financial Condition at December 31, 2000 and September 30, 2000: Total assets increased by $8.9 million from $224.1 million at September 30, 2000 to $233.0 million at December 31, 2000, primarily as a result of a $5.0 million increase in investment securities and a $3.1 million increase in cash and cash equivalents. The increase in cash and cash equivalents and investments and mortgage-backed securities was primarily due to an increase in the accounts payable liability for securities purchased. At December 31, 2000, total equity was $34.8 million, after a $1.2 million unrealized loss, net of taxes, on the investment and mortgage-backed securities portfolios classified as available-for-sale. This compares with total equity at September 30, 2000 of $31.3 million, after a $4.2 million unrealized loss, net of taxes, on the investment and mortgage-backed securities portfolios classified as available-for-sale. During the three months ended December 31, 2000, the market values of investments and mortgage-backed securities increased by $4,849,274, and after the tax effect of $1,841,767, equity increased by $3,007,507 from this increase in market values. Comparison of Operating Results for the Three Months Ended December 31, 2000 and December 31, 1999: Net Income Net income for the three months ended December 31, 2000 increased by $227,000 to $526,000 when compared to the same period for the prior year. Net interest income, after the provision for loan losses, increased by $336,000, and non-interest income increased by $209,000, with these increases in income being partially offset by an increase in non-interest expense and income taxes of $317,000. Net Interest Income Net interest income increased from $1.6 million for the three months ended December 31, 1999 to $1.8 million for the same period in 2000. The average interest rate spread decreased slightly with a significant increase in average net interest earning assets of $12.3 million, resulting primarily from the additional capital raised in the conversion and public offering. 14 Provision for Loan Losses The provision for loan losses for the three months ended December 31, 2000 was $0, compared to $160,000 for the same period in 1999. The allowance was carefully evaluated and determined to be adequate at its current level based upon current market trends. Although management uses the best information available, future adjustments to the allowance may be necessary due to changes in economic, operating, regulatory and other conditions that may be beyond the Company's control. While the Company maintains its allowance for loan losses at a level which it considers adequate to provide for estimated losses, there can be no assurance that further additions will not be made to the allowance for loan losses and that actual losses will not exceed estimated losses. Non-Interest Income Non-interest income increased by $209,000, primarily as a result of $195,000 in gains on the sale of securities. Non-Interest Expense Non-interest expense increased from $1.2 million for the three months ended December 31, 1999 to $1.4 million for the three months ended December 31, 2000. The increase was primarily a result of increases in compensation and benefits of $128,000, ESOP expense of $13,000 and costs of $68,000 related to interest rate caps and floors. The cost of the interest rate caps and floors are due to efforts to limit exposure to the changing interest rate environment. Provision for Income Taxes Income tax increased by $135,000 due to the increase in income before income taxes. Liquidity and Capital Resources Management believes that the Company's liquidity remains adequate to meet operating, investment and loan funding requirements. Cash and cash equivalents, along with investments and mortgage-backed securities available for sale represented 60.8% of assets at December 31, 2000. Liquidity management is both a daily and long-term responsibility of management. The Company adjusts its investments in liquid assets based upon management's assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and investment securities and the objectives of its asset/liability management program. Excess liquid assets are invested generally in interest-earning overnight deposits and short- and intermediate-term U.S. Government and agency obligations and mortgage-backed securities. If the Company requires funds beyond its ability to generate them internally, it has additional borrowing capacity with the Federal Home Loan Bank of Atlanta. 15 The desired level of liquidity for the Company is determined by management in conjunction with the Asset/Liability Committees of the Bank. The level of liquidity is based on management's strategic direction for the Company's commitments to make loans and the Committees' assessment of the Bank's ability to generate funds. Historically, sources of liquidity have included net deposits to savings accounts, amortization and prepayments of loans, Federal Home Loan Bank advances, reverse repurchase agreements and sales of securities and loans held for sale. The Bank is subject to various regulatory capital requirements imposed by the Office of Thrift Supervision. At December 31, 2000, the Bank was in compliance with all applicable capital requirements. 16 Newberry Federal Savings Bank Yields on Average Interest Earning Assets and Rates On Average Interest Bearing Liabilities (In Thousands) Three Months Ended December 31, Three Months Ended December 31, 2000 1999 Average Yield/ Average Yield/ Balance Interest Rate Balance Interest Rate ------- -------- ---------- ---------- ---------- ---------- Interest earning assets: Loans receivable $ 78,709 $ 1,660 8.44% $ 74,946 $ 1,478 7.89% Interest-bearing deposits 808 12 5.94% 2,052 68 3.31% Investment securities 21,112 364 6.90% 22,967 595 7.77% Mortgage-backed securities 113,683 2,105 7.41% 104,976 1,632 6.22% Federal funds sold 713 11 6.17% -- -- -- Other 2,872 38 5.29% 133 1 3.01% ----------- ----------- ----------- ----------- ----------- ----------- Total interest earning assets 217,897 4,190 7.69% 205,074 3,774 7.36% Non-interest earning assets 8,628 11,009 ----------- ----------- Total assets $ 226,525 $ 216,083 =========== ========== Interest bearing liabilities: Deposits: Passbook accounts $ 15,805 $ 17,490 NOW and Money Market accounts 31,113 28,192 Certificates of deposit 99,537 103,229 ----------- ----------- Total deposits 146,455 1,835 5.01% 148,911 1,622 4.36% Federal Home Loan Bank advances 35,000 502 5.74% 35,073 494 5.63% Other borrowings 7,457 47 2.52% 4,417 27 2.45% ----------- ----------- ----------- ----------- ----------- ----------- Total interest bearing liabilities 188,912 2,384 5.05% 188,401 2,143 4.55% Non-interest bearing liabilities 5,053 10,911 ----------- ----------- Total liabilities 193,965 199,312 Total retained earnings 32,560 16,771 ----------- ----------- Total liabilities and retained earnings $ 226,525 $ 216,083 =========== =========== Net interest-earning assets $ 1,806 2.64% $ 1,631 2.81% Net interest margin as a percentage of interest-earning assets 3.32% 3.18% 17 PART II OTHER INFORMATION Item 1. Legal Proceedings There are no material legal proceedings to which the Company or any of its subsidiaries is a party or which any of their property is the subject. Item 2. Changes in Securities and Use of Proceeds NONE Item 3. Defaults upon Senior Securities NONE Item 4. Submission of Matters to a Vote of Security Holders NONE Item 5. Other Information NONE Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 3.1 Certificate of incorporation of DutchFork Bancshares, Inc. (1) 3.2 Bylaws of DutchFork Bancshares, Inc. (1) 4.0 Specimen Stock Certificate of DutchFork Bancshares, Inc. (1) 10.1 Newberry Federal Savings Bank Employment Agreement with J. Thomas Johnson (2) 10.2 Newberry Federal Savings Bank Employment Agreement with Steve P. Sligh (2) 10.3 DutchFork Bancshares, Inc. Employment Agreement with J. Thomas Johnson (2) 10.4 DutchFork Bancshares, Inc. Employment Agreement with Steve P. Sligh (2) 10.5 Newberry Federal Savings Bank Employee Severance Compensation Plan (2) 10.6 Newberry Federal Savings Bank Supplemental Executive Retirement Plan (2) 10.7 Adoption Agreement for Employees' Savings & Profit Sharing Plan & Trust (1) 10.8 DutchFork Bancshares, Inc. 2001 Stock-Based Incentive Plan (3) - ----------------------- (1) Incorporated herein by reference from the Exhibits to Form SB-2, Registration Statement and amendments thereto, initially filed on March 8, 2000, Registration No. 333-31986. (2) Incorporated herein by reference from the Exhibits to the Annual Report on Form 10-KSB for the fiscal year ended September 30, 2000. (3) Incorporated herein by reference from the Definitive Proxy Statement for the 2001 Annual Meeting of Stockholders. 18 (b) Reports on Form 8-K On November 3, 2000, the Company filed a Current Report on Form 8-K announcing the date of the 2001 annual meeting of stockholders. The press release announcing the annual meeting date was attached as an exhibit to the Form 8-K. On December 20, 2000, the Company filed a Current Report on Form 8-K announcing that Newberry Federal and First Community Bank, NA, the wholly-owned subsidiary of First Community Corp. signed a definitive agreement by which First Community Bank will purchase the Chapin, South Carolina branch office from Newberry Federal. The press release announcing the agreement was attached as an exhibit to the Form 8-K. 19 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DUTCHFORK BANCSHARES, INC. -------------------------- (Registrant) Date: February 14, 2001 By: /S/ J. Thomas Johnson ----------------------------------- J. Thomas Johnson President and Chief Executive Officer By: /S/ Steve P. Sligh ----------------------------------- Steve P. Sligh Executive Vice President and Chief Financial Officer