FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period form ___________________ to _____________________
Commission file number 0-6216
BRENTON BANKS, INC.
(Exact name of registrant as specified in its charter)
Incorporated in Iowa No. 42-0658989
State of other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
Suite 300, Capital Square, 400 Locust, Des Moines, Iowa 50309
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 515-237-5100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $5 par value
(Title of class)
1
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. Yes X . No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ X ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 13, 1996, was $101,791,000.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most recent practicable date, March 13, 1996.
7,587,070 shares Common Stock, $5 par value
DOCUMENTS INCORPORATED BY REFERENCE
The Annual Report to Shareholders for the 1995 calendar year is incorporated
by reference into Part I and Part II hereof to the extent indicated in such
Parts.
The definitive proxy statement of Brenton Banks, Inc. which will be filed not
later than 120 days after the close of the Company's fiscal year ending
December 31, 1995, is incorporated by reference into Part III hereof to the
extent indicated in such Part.
1 of 154 Total Pages
2
TABLE OF CONTENTS
PART I
Page
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(A) General Description . . . . . . . . . . . . . . . . . . . . 5
(B) Recent Developments . . . . . . . . . . . . . . . . . . . . 5
(C) Affiliated Banks . . . . . . . . . . . . . . . . . . . . . 6
(D) Bank-Related Subsidiaries and Affiliates . . . . . . . . . 6
(E) Executive Officers and Policymakers of the
Registrant . . . . . . . . . . . . . . . . . . . . . . . . 7
(F) Employees . . . . . . . . . . . . . . . . . . . . . . . . . 8
(G) Supervision and Regulation . . . . . . . . . . . . . . . . 8
(H) Governmental Monetary Policy and Economic
Conditions . . . . . . . . . . . . . . . . . . . . . . . . 10
(I) Competition . . . . . . . . . . . . . . . . . . . . . . . . 10
(J) Statistical Disclosure . . . . . . . . . . . . . . . . . . 12
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 26
Item 4. Submission of Matters to a Vote of Security
Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters . . . . . . . . . . . . . . . . . . 26
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . 26
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . 26
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . 27
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . . . . . . . . . 27
3
PART III
Item 10. Directors and Executive Officers of the Registrant . . . . . . . 27
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . 27
Item 12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . . . . 27
Item 13. Certain Relationships and Related Transactions . . . . . . . . . 27
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . 27
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
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PART I
Item 1. Business.
(A) General Description.
Brenton Banks, Inc. (the "Parent Company") is a bank holding
company registered under the Bank Holding Company Act of 1956 and a savings
and loan holding company under the Savings and Loan Holding Company Act.
Brenton Banks, Inc. was organized as an Iowa corporation under the name
Brenton Companies in 1948. Subsequently, the Parent Company changed its
corporate name to its current name, Brenton Banks, Inc. On December 31,
1995, the Parent Company had direct control of both its commercial and
savings bank (hereinafter the "affiliated banks"), both located in Iowa. The
commercial bank is a state bank incorporated under the laws of the State of
Iowa and the savings bank is a federal savings bank organized under the laws
of the United States. On December 31, 1995, the affiliated banks were
operating 45 banking locations in Iowa. Both of the affiliated banks are
members of the Federal Deposit Insurance Corporation.
Brenton Banks, Inc. and its subsidiaries (the "Company") engages in
retail, commercial, and agricultural banking and related financial services.
In connection with this banking industry segment, the Company provides the
usual products and services of banking such as deposits, commercial loans,
agribusiness loans, personal loans, and trust services. The principal
service provided by the Company consists of making loans. The principal
markets for these loans are businesses and individuals. These loans are made
at the offices of the affiliated banks and subsidiaries, and some are sold on
the secondary market. The Company also engages in activities that are
closely related to banking, including mortgage banking and investment
brokerage.
(B) Recent Developments.
Restructuring of Organization. Brenton Banks, Inc. completed its
restructuring plan during 1995. The plan, authorized in December, 1994,
included consolidating the Company's 13 commercial banks into one bank,
reducing the Company's overall personnel levels and closing selected banking
branches. During the third quarter of 1995, the Company completed the merger
of its 13 commercial banks into a single, state chartered banking
organization under the laws of the State of Iowa.
As part of this merger process, Brenton Bank Services Corporation
was liquidated and became part of the one bank, Brenton Bank. Brenton
Mortgages, Inc., formerly a wholly-owned subsidiary of the holding company,
is now a subsidiary of Brenton Savings Banks, FSB. The move of this
subsidiary was made to accommodate the funding of residential real estate
loans with the Federal Home Loan Bank borrowings.
New Directors. In February 1995, the Board of Directors increased
the number of directors from six to seven and named Gary M. Christensen to
fill the position. Mr. Christensen is the President and Chief Executive
Officer of Pella Corporation in Pella, Iowa.
Common Stock Repurchase Plan. As part of the Company's ongoing
stock repurchase plan, in 1995 the Board of Directors authorized additional
stock repurchases of $5,000,000 of the Company's common stock. For the years
ended December 31, 1995 and 1994, the Company repurchased 258,133 and 44,800
shares, respectively, at a total cost of $4,830,111 and $850,950.
Regulatory Developments. Recently, Congress announced the
introduction of legislation which could substantially change the regulatory
framework in which banks and other financial institutions operate. At the
present time, it is impossible for the Company to predict whether such
legislation will be enacted and the nature of the effects on the Company, if
enacted. Among the legislation Congress is considering is proposed
legislation to recapitalize the Savings Association Insurance Fund (SAIF).
This proposed legislation would assess a one-time premium, currently
estimated between $1.2 million and $1.5 million, on
5
all SAIF deposits and would be expensed when and if legislation is passed.
The Company has approximately $225 million of SAIF deposits.
Growth and Acquisitions. As part of management's strategic growth
plans, Brenton Banks, Inc. investigates growth and expansion opportunities
which strengthen the Company's presence in current or selected new market
areas. The Company continues expansion of its traditional and non-
traditional services.
On October 1, 1992, Brenton Banks, Inc. merged with Ames Financial
Corporation and acquired its wholly-owned subsidiary, Ames Savings Bank, FSB,
of Ames, Iowa whose name has since been changed to Brenton Savings Bank, FSB.
The institution continues to operate as a federal savings bank, requiring
Brenton Banks, Inc. to also register as a savings and loan holding company.
As a savings and loan holding company, Brenton Banks, Inc. is required to
file certain reports with and be regulated by the Office of Thrift
Supervision. See Item 1, Section (G), Supervision and Regulation.
Other. The information appearing on pages 2 through 7 of the
Company's Annual Report to Stockholders for the year ended December 31, 1995
(the "Annual Report") filed as Exhibit 13, is incorporated by reference.
(C) Affiliated Banks.
The 2 affiliated banks had 45 banking locations at December 31,
1995, located in 13 of Iowa's 99 counties. These banks serve both
agricultural and metropolitan areas. The location and certain other
information about the affiliated banks are given below.
The main office of Brenton Bank is located in the Des Moines, Iowa,
metropolitan area. Des Moines is the largest city in Iowa. In addition to
their main banking location, Brenton Bank has 42 offices located throughout
Iowa and provides services to customers in numerous counties across the
state. See page 39 of the Company's Annual Report, filed as Exhibit 13
hereto, for individual office locations.
Brenton Savings Bank, FSB is located in Ames, Iowa and has offices
in Ames and Story City. The savings bank serves customers in Story County.
At December 31, 1995, Brenton Bank owned and operated real estate
agencies and insurance agencies handling group, fire, crop, homeowner's,
automobile and liability insurance. These activities are conducted through
separate corporate subsidiaries as well as directly in offices of the bank.
The total commissions from the insurance and real estate agencies were not
substantial in relation to total other receipts of Brenton Bank.
During 1994, the Company established out-of-state investment
subsidiaries to manage the investment portfolios of each Brenton bank,
excluding the savings bank. These subsidiaries provided an opportunity to
lower the amount of state franchise taxes paid by the Company. Effective
July 1, 1995, the state of Iowa enacted legislation that eliminated the tax
benefits derived from these subsidiaries. The Company dissolved these
subsidiaries on June 30, 1995.
(D) Bank-Related Subsidiaries and Affiliates.
Brenton Brokerage Services, Inc., a wholly owned subsidiary of
Brenton Bank, was formed in 1992 and provides a full array of retail
investment brokerage services to customers. The company is not involved with
the direct issuance, flotation or underwriting of securities. At December
31, 1995, this subsidiary had 28 licensed brokers serving all Brenton banks.
Brenton Mortgages, Inc., a wholly-owned subsidiary of Brenton
Savings Bank, FSB, engages in the mortgage banking business. This subsidiary
services numerous mortgage loans sold to institutional investors and the
mortgage loan portfolios of the affiliated banks.
6
Brenton Insurance Services, Inc., a wholly-owned subsidiary of the
Parent Company, provides insurance risk management services for the Company.
(E) Executive Officers and Policymakers of the Registrant.
The term of office for the executive officers and policymakers of
the Company is from the date of election until the next Annual Organizational
Meeting of the Board of Directors. The names and ages of the executive
officers and policymakers of the Company as of March 13, 1996, the offices
held by these executive officers and policymakers on that date, the period
during which the officers have served as such and the other positions held
with the Company by these officers during the past five years are set forth
below and on the following page:
Company Position
Name and Address Age Position or Subsidiary Commenced Other Positions
________________ ___ ______________________ _________ _______________
C. Robert Brenton 65 Chairman of the Board 1990
Des Moines, Iowa
Robert L. DeMeulenaere 56 President 1994 President/Treasurer, Brenton Mortgages, Inc.
Des Moines, Iowa - August 1989 to July, 1994; CEO, Brenton Bank
and Trust Company of Cedar Rapids - August
1990 to January 1994; Senior Vice President
of the Parent Company - August 1990 to
January 1994
Larry A. Mindrup 54 Chief Banking Officer - 1995 CEO, Brenton Savings Bank, FSB; Ames - April
Des Moines, Iowa President, Des Moines 1994 to present; President, Brenton Bank,
N.A., Des Moines - May 1995 to September
1995; President, Brenton Savings Bank, FSB,
Ames - April 1994 to April 1995; President,
Trust Officer and Director, Brenton National
Bank - Poweshiek County - January 1991 to
March 1994
Woodward G. Brenton 45 Chief Commercial 1995 President and CEO, Brenton First National
Des Moines, Iowa Banking Officer Bank - January 1992 to October 1995; Executive
President, Davenport 1992 Vice President, Brenton First National Bank,
Davenport - January 1991 to January 1992
Charles N. Funk 41 Chief Investment/ 1995 Vice President - Investments, Brenton Banks,
Des Moines, Iowa ALCO Officer Inc. - December 1991 to October 1995
Ronald D. Larson 47 Regional President 1995 President, Brenton Bank and Trust Company,
Cedar Rapids, Iowa Eastern Iowa Division Marshalltown - January 1991 to July 1993
President, Cedar Rapids 1993
Marc J. Meyer 42 Regional President 1995 Executive Vice President, Brenton National
Perry, Iowa Agricultural Division Bank of Perry - January 1991 to January 1992
President, Perry 1992
Phillip L. Risley 53 Chief Administrative 1995 Executive Vice President of the Parent
Des Moines, Iowa Officer Company - January 1992 to December 1995;
Cashier 1995 President and CEO, Brenton Bank, N.A.,
Des Moines - February 1990 to May 1995;
Vice President - Operations of the Parent
Company - May 1984 to January 1992;
Chairman of the Board, Brenton Bank
Services Corporation - May 1992 to
September 1995; Executive Vice President/
Treasurer, Brenton Information Systems,
Inc. - April 1990 to May 1992
7
Company Position
Name and Address Age Position or Subsidiary Commenced Other Positions
________________ ___ ______________________ _________ _______________
Steven T. Schuler 44 Chief Financial Officer/ 1990 Executive Vice President, Brenton Bank
Des Moines, Iowa Treasurer/Secretary 1986 Services Corporation - May 1992 to
September 1995
Norman D. Schuneman 53 Chief Credit Officer 1995 Senior Vice President - Lending of the
Des Moines, Iowa Parent Company - January 1990 to
December 1995; Executive Vice President,
Brenton Bank, N.A., Des Moines - July
1985 to October 1995; Vice President -
Loans of the Parent Company - January
1988 to January 1990
Gary D. Ernst 52 President - Trust 1995 Vice President - Trust of the Parent
Des Moines, Iowa Division Company - June 1990 to December 1995
Elizabeth M. Piper/Bach 43 President, Brokerage 1995
Des Moines, Iowa
<FN>
All of the foregoing individuals have been employed by the Company for the past five years, except for Elizabeth M.
Piper/Bach, who was Vice President and Director of Investment Management Consulting and Training for John G. Kinnard & Co.
from 1993 to 1995 and Vice President and Director of the Investment Management Group of Dain Bosworth in Minneapolis,
Minnesota prior to 1993 and Charles N. Funk, who was Senior Vice President, Bank and Trust Investments of Union National
Bank, Wichita, Kansas from December 1984 to December 1991.
(F) Employees.
On December 31, 1995, the Parent Company had 56 full-time employees
and 4 part-time employees. On December 31, 1995, the Company had 612 full-
time employees and 137 part-time employees. None of the employees of the
Company are represented by unions. The relationship between management and
employees of the Company is considered good.
(G) Supervision and Regulation.
The Company is restricted by various regulatory bodies as to the
types of activities and businesses in which it may engage. References to the
provisions of certain statutes and regulations are only brief summaries
thereof and are qualified in their entirety by reference to those statutes
and regulations. The Parent Company cannot predict what other legislation
may be enacted or what regulations may be adopted, or, if enacted or adopted,
the effect thereof. Furthermore, certain regulatory and legislative changes
are discussed in Item 1, Section (B), Recent Developments.
The Parent Company, as a bank holding company, is subject to
regulation under the Bank Holding Company Act of 1956 (the "Act") and is
registered with the Board of Governors of the Federal Reserve System. Under
the Act, the Parent Company is prohibited, with certain exceptions, from
acquiring direct or indirect ownership or control of more than 5% of the
voting shares of any company which is not a bank and from engaging in any
business other than that of banking, managing and controlling banks or
furnishing services to its affiliated banks. However, the Parent Company may
engage in and may own shares of companies engaged in certain businesses found
by the Board of Governors to be so closely related to banking "as to be a
proper incident thereto." The Act does not place territorial restrictions on
the activities of bank-related subsidiaries of bank holding companies. The
Parent Company is required by the Act to file periodic reports of its
operations with the Board of Governors and is subject to examination by the
Board of Governors. Under the Act and the regulations of the Board of
Governors, bank holding companies and their subsidiaries are prohibited from
engaging in certain tie-in arrangements in connection with any extension of
credit or provision of any property or services.
As a savings and loan holding company, Brenton Banks, Inc. is
subject to federal regulation and examination by the Office of Thrift
Supervision (the "OTS"). The OTS has enforcement authority over the Company.
This authority permits the OTS to restrict or prohibit activities that are
determined to be a serious
8
risk to the subsidiary savings institution. Generally, the activities for a
bank holding company are more limited than the authorized activities for a
savings and loan holding company.
The Parent Company, its affiliated banks and its bank-related
subsidiaries are affiliates within the meaning of the Federal Reserve Act and
OTS regulations. As affiliates, they are subject to certain restrictions on
loans by an affiliated bank to the Parent Company, other affiliated banks or
such other subsidiaries, on investments by an affiliated bank in their stock
or securities and on an affiliated bank taking such stock and securities as
collateral for loans to any borrower. The Company is also subject to certain
restrictions with respect to direct issuance, flotation, underwriting, public
sale or distribution of certain securities.
Brenton Bank is a state bank subject to the supervision of and
regular examination by the Iowa Superintendent of Banking and, because of its
membership in the Federal Deposit Insurance Corporation ("FDIC"), is subject
to examination by the FDIC. Brenton Bank is required to maintain certain
minimum capital ratios established by their primary regulator. The
provisions of the FDIC Act restrict the activities that insured state
chartered banks may engage in to those activities that are permissible for
national banks, except where the FDIC determines that the activity poses no
significant risk to the deposit insurance fund and the bank remains
adequately capitalized. Furthermore, the FDIC Act grants the FDIC the power
to take prompt regulatory action against certain undercapitalized and
seriously undercapitalized institutions in order to preserve the deposit
insurance fund.
The affiliated savings bank is subject to the supervision of and
regular examination by the OTS and FDIC. In addition to the fees charged by
the FDIC, the savings bank is assessed fees by the OTS based upon the savings
bank's total assets. As a savings institution, the savings bank is a member
of the Federal Home Loan Bank of Des Moines, must maintain certain minimum
capital ratios established by the OTS and is required to meet a qualified
thrift lender test (the "QTL") to avoid certain restrictions upon its
operations. On December 31, 1995, Brenton Savings Bank, FSB, complied with
the current minimum capital guidelines and met the QTL test, which it has
always met since the test was implemented.
The Company's affiliated banks are assessed fees based on the
banks' deposits by the FDIC, to insure the funds of customers on deposit with
the banks. The deposits acquired from the Resolution Trust Corporation and
the deposits of the savings bank are insured by SAIF, while deposits of the
Company's commercial bank are insured by BIF. The FDIC has implemented the
"Risk-Based Assessment System" which is a system designed to assess higher
FDIC insurance premiums to those institutions that are more likely to result
in a loss to the deposit insurance fund. Currently, SAIF insured
institutions are assessed premiums from $.23 to $.31 per $100 of deposits.
All SAIF insured deposits of the Company are subject to a FDIC insurance
premium rate of $.23 per $100 of deposits, the lowest rate under the "Risk-
Based Assessment System". In September 1995, the FDIC suspended BIF deposit
insurance premiums for all well capitalized banks and retroactively refunded
assessments to May 1995. This was a result of the full funding of reserves
required by the FDIC to insure the deposits of the banking industry. Brenton
Bank qualified as a well capitalized bank and is not subject to any FDIC
insurance premium on BIF deposits. See Item 1, Section (B), Recent
Developments, for proposed legislation on SAIF deposits.
According to Iowa's regional interstate banking law, Iowa-based
banks and bank holding companies can acquire banks and bank holding companies
located in certain other states. Additionally, certain non-Iowa based banks
and bank holding companies can acquire Iowa banks and bank holding companies,
provided that the total deposits of all banks and savings and loan
associations (hereinafter "thrifts") controlled by out of state bank holding
companies does not exceed thirty-five percent of the total deposits of all
banks and thrifts in the state. The law allows regional interstate banking
between Iowa and Illinois, Minnesota, Missouri, Nebraska, South Dakota and
Wisconsin. Bank holding companies and banks may acquire thrifts in any
state, regardless of whether the acquiror can operate a bank in that state.
Such thrifts must conform their activities to those that are permissible for
banks or bank holding companies and their subsidiaries.
9
During 1994, the "Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994" (the "Interstate Banking Act") was enacted. This law
amends certain provisions of the federal banking laws (including the Bank
Holding Company Act) to permit the acquisition of banks by banks or bank
holding companies domiciled outside of the home state of the acquired bank.
The law will become effective on June 1, 1997. The Interstate Banking Act
seeks to provide a uniform interstate banking law for all 50 states.
Provisions of the law allow individual states to "opt-out" of the provisions
of the Interstate Banking Act by expressly prohibiting merger transactions
with out-of-state banks. Also, states are permitted to impose certain
conditions upon interstate mergers. States electing to opt-out of the
Interstate Banking Act must pass such a law prior to June 1, 1997. In
addition, the Interstate Banking Act also permits certain affiliated
financial institutions to act as agents for each other, establishes limits
upon the maximum deposits that may be held by any one institution in the
nation and in any one state and seeks to equalize the competitive
opportunities between the United States and the foreign banks. Whether Iowa
or other states surrounding Iowa will "opt-out" of the provisions of the
Interstate Banking Act prior to June 1, 1997 is unknown. The full extent of
the provisions of the Interstate Banking Act and its effect upon the Company
is unknown at this time.
Generally, banks in Iowa are prohibited from operating offices in
counties other than the county in which the bank's principal office is
located and contiguous counties. However, certain banks located in the same
or different municipalities or urban complexes may consolidate or merge and
retain their existing banking locations by converting to a United Community
Bank. The resulting bank would adopt one principal place of business, and
would retain the remaining banking locations of the merged or consolidated
banks as offices. The Company relied upon the United Community Bank law when
it merged its 13 commercial banks into one state chartered bank in 1995.
Generally, thrifts can operate offices in any county in Iowa and may, under
certain circumstances, acquire or branch into thrifts in other states with
the approval of the OTS.
(H) Governmental Monetary Policy and Economic Conditions.
The earnings of the Company are affected by the policies of
regulatory authorities, including the Federal Reserve System. Federal
Reserve System monetary policies have had a significant effect on the
operating results of commercial banks in the past and are expected to
continue to do so in the future. Because of changing conditions in the
economy and in the money markets, as a result of actions by monetary and
fiscal authorities, interest rates, credit availability and deposit levels
may change due to circumstances beyond the control of the Company. Future
policies of the Federal Reserve System and other authorities cannot be
predicted, nor can their effect on future earnings be predicted.
(I) Competition.
The banking business in Iowa is highly competitive and the
affiliated banks compete not only with banks and thrifts, but with sales,
finance and personal loan companies; credit unions; and other financial
institutions which are active in the areas in which the affiliated banks
operate. In addition, the affiliated banks compete for customer funds with
other investment alternatives available through investment brokers, insurance
companies, finance companies and other institutions.
The multi-bank holding companies which own banks in Iowa are in
direct competition with one another. Brenton Banks, Inc. is the largest
multi-bank holding company domiciled in Iowa. The second largest Iowa-based
multi-bank holding company has 33 locations in Iowa and deposits
approximately 29 percent less than those of the Company. There are four
other multi-bank holding companies, which operate banks in Iowa, but are
domiciled in other states. One such holding company, domiciled in Minnesota,
has 44 banking locations located in various parts of Iowa. Two Missouri
based multi-bank holding companies operate banks in Iowa, one has 33 banking
locations and the other has 27 banking locations. Another multi-bank holding
company, domiciled in Wisconsin, has 44 locations in Iowa.
10
Certain of the subsidiary banks of these multi-bank holding
companies may compete with certain of the Parent Company's affiliated banks
and any other affiliated financial institutions which may be acquired by the
Parent Company. These multi-bank holding companies, other smaller bank
holding companies, chain banking systems and others may compete with the
Parent Company for the acquisition of additional banks.
The Company has also expanded into the related investment brokerage
business in the last several years, placing brokers in many Brenton bank
locations. The Brenton brokers compete with brokers from regional and
national investment brokerage firms.
11
Item 1(J) Business - Statistical Disclosure
The following statistical disclosures relative to the consolidated
operations of the Company have been prepared in accordance with Guide 3 of
the Guides for the Preparation and Filing of Reports and Registration
Statements under the Securities Exchange Act of 1934. Average balances were
primarily calculated on a daily basis.
I. Distribution of Assets, Liabilities, and Stockholders' Equity;
Interest Rates and Interest Differential
The following summarizes the average consolidated statement of
condition by major type of account, the interest earned and interest paid and
the average yields and average rates paid for each of the three years ending
December 31, 1995:
1995 1994 1993
______________________________ ______________________________ ______________________________
Interest Average Interest Average Interest Average
Average Income or Yields or Average Income or Yields or Average Income or Yields or
Balance Expense Rates Balance Expense Rates Balance Interest Rates
__________ _________ _________ __________ _________ _________ __________ _________ _________
(Dollars in thousands)
Assets:
Interest-earning assets
Loans (1,2) $ 945,724 $ 82,136 8.68% $ 936,370 $ 76,271 8.14% $ 802,088 $ 70,310 8.77%
Investment securities held to
maturity:
Taxable investments:
United States Treasury
securities -- -- -- -- -- -- 24,598 1,290 5.24
Securities of United States
government agencies 27,381 1,570 5.73 2,001 98 4.92 58,522 3,410 5.83
Mortgage-backed and related
securities 36,214 2,370 6.54 29,834 1,679 5.63 204,130 10,857 5.32
Other investments 2,364 130 5.49 3,959 85 2.15 12,743 1,071 8.41
Tax-exempt investments:
Obligations of states and
political subdivisions(2) 50,235 4,044 8.05 44,584 3,433 7.70 164,520 11,471 6.97
Investment securities available
for sale:
United States Treasury
securities 42,416 2,271 5.35 55,580 2,519 4.53 44,605 2,315 5.19
Securities of United States
government agencies 79,000 4,939 6.25 58,603 3,016 5.15 8,439 486 5.76
<FN>
(1) The average outstanding balance is net of unearned income and includes nonaccrual loans.
(2) Interest income and yields are stated on a tax equivalent basis using a 34 percent federal income tax rate for 1995 and
1994 and 35 percent rate for 1993, and are adjusted to reflect the effect of the nondeductible interest expense of owning tax-
exempt investments. The standard federal income tax rate is used for consistency of presentation.
12
Item 1(J) Business - Statistical Disclosure, Continued
I. Distribution of Assets, Liabilities, and Stockholders' Equity;
Interest Rates and Interest Differential, Continued
1995 1994 1993
______________________________ ______________________________ ______________________________
Interest Average Interest Average Interest Average
Average Income or Yields or Average Income or Yields or Average Income or Yields or
Balance Expense Rates Balance Expense Rates Balance Interest Rates
__________ _________ _________ __________ _________ _________ __________ _________ _________
(Dollars in thousands)
Mortgage-backed and related
securities 113,834 6,658 5.85 124,591 6,864 5.51 -- -- --
Other investments 9,536 710 7.44 7,255 641 8.87 130 8 6.00
Tax-exempt investments:
Obligations of states and
political subdivisions (1) 100,859 6,763 6.71 132,040 8,412 6.37 -- -- --
Loans held for sale 5,908 396 6.70 2,575 193 7.50 6,165 520 8.43
Federal funds sold and
securities purchased under
agreements to resell 39,763 2,264 5.69 37,666 1,706 4.53 23,725 486 2.05
Interest-bearing deposits
with banks 1,076 67 6.20 124 8 6.65 762 22 2.88
_________ _______ ____ _________ _______ ____ _________ _______ ____
Total interest-earning assets(1) 1,454,310 $114,318 7.86% 1,435,182 $104,925 7.31% 1,350,427 $102,246 7.57%
Allowance for loan losses (11,166) (10,502) (9,615)
Cash and due from banks 57,138 46,301 46,025
Bank premises and equipment 31,436 24,545 23,045
Other assets 29,508 25,663 26,543
_________ _________ _________
Total assets $1,561,226 $1,521,189 $1,436,425
<FN>
(1) Interest income and yields are stated on a tax equivalent basis using a 34 percent federal income tax rate for 1995 and
1994 and 35 percent rate for 1993, and are adjusted to reflect the effect of the nondeductible interest expense of owning tax-
exempt investments. The standard federal income tax rate is used for consistency of presentation.
13
Item 1(J) Business - Statistical Disclosure, Continued
I. Distribution of Assets, Liabilities, and Stockholders' Equity;
Interest Rates and Interest Differential, Continued
1995 1994 1993
______________________________ ______________________________ ______________________________
Interest Average Interest Average Interest Average
Average Income or Yields or Average Income or Yields or Average Income or Yields or
Balance Expense Rates Balance Expense Rates Balance Expense Rates
_________ __________ _________ __________ _________ _________ __________ _________ _________
(Dollars in thousands)
Liabilities and stockholders'
equity:
Interest-bearing liabilities:
Interest-bearing deposits:
Demand $ 355,819 $11,842 3.33% $ 250,520 $ 5,418 2.16% $ 217,754 $ 4,552 2.09%
Savings 231,633 6,638 2.87 294,715 6,878 2.33 299,640 7,697 2.57
Time 626,497 34,595 5.52 625,981 29,313 4.68 622,789 29,940 4.81
Federal funds purchased and
securities sold under
agreements to repurchase 40,237 1,641 4.08 61,656 2,082 3.38 42,715 1,027 2.41
Other short-term borrowings 6,536 371 5.67 4,860 264 5.42 33 1 3.62
Long-term borrowings 37,264 2,621 7.03 26,500 1,817 6.86 14,077 1,210 8.60
_________ ______ ____ _________ ______ ____ _________ ______ ____
Total interest-bearing
liabilities 1,297,986 $57,708 4.45% 1,264,232 $45,772 3.62% 1,197,008 $44,427 3.71%
Noninterest-bearing deposits 128,770 127,464 119,322
Accrued expenses and other
liabilities 14,896 13,254 12,805
_________ _________ _________
Total liabilities 1,441,652 1,404,950 1,329,135
Minority interest 4,391 4,290 4,150
Common stockholders' equity 115,183 111,949 103,140
_________ _________ _________
Total liabilities and
stockholders' equity $1,561,226 $1,521,189 $1,436,425
Net interest spread (1) 3.41% 3.69% 3.86%
Net interest income/margin (1) $56,610 3.89% $59,153 4.12% $57,819 4.28%
<FN>
(1) Interest income and yields are stated on a tax equivalent basis using a 34 percent federal income tax rate for 1995 and 1994
and a 35 percent rate for 1993, and are adjusted to reflect the effect of the nondeductible interest expense of owning tax-exempt
investments. The standard federal income tax rate is used for consistency of presentation.
14
Item 1(J) Business - Statistical Disclosure, Continued
I. Distribution of Assets, Liabilities, and Stockholders' Equity;
Interest Rates and Interest Differential, Continued
The following shows the changes in interest earned and interest
paid due to changes in volume and changes in rate for each of the two years
ended December 31, 1995:
1995 vs. 1994 1994 vs. 1993
__________________________ __________________________
Variance Variance
due to due to
_______________ _______________
Variance Volume Rate Variance Volume Rate
________ ______ ____ ________ ______ ____
(In thousands) (In thousands)
Interest Income:
Loans (1,2) $ 5,865 769 5,096 $ 5,961 11,185 (5,224)
Investment securities held
to maturity:
Taxable investments:
United States Treasury securities -- -- -- (1,290) (1,290) --
Securities of United States government
agencies 1,472 1,452 20 (3,312) (2,843) (469)
Mortgage-backed and related
securities 691 392 299 (9,178) (9,775) 597
Other investments 45 (45) 90 (986) (474) (512)
Tax-exempt investments:
Obligations of states and political
subdivisions (2) 611 450 161 (8,038) (9,126) 1,088
Investment securities available
for sale:
Taxable Investments:
United States Treasury securities (248) (658) 410 204 522 (318)
Securities of United States government
agencies 1,923 1,189 734 2,530 2,587 (57)
Mortgage-backed and related securities (206) (614) 408 6,864 6,864 --
Other investments 69 180 (111) 633 628 5
Tax-exempt Investments:
Obligations of states and political
subdivisions (2) (1,649) (2,072) 423 8,412 8,412 --
Loans held for sale 203 225 (22) (327) (275) (52)
Federal funds sold and securities purchased
under agreements to resell 558 99 459 1,220 399 821
Interest-bearing deposits with banks 59 60 (1) (14) (28) 14
_______ _______ _______ _______ _______ _______
9,393 1,427 7,966 2,679 6,786 (4,107)
_______ _______ _______ _______ _______ _______
Interest expense:
Interest-bearing deposits:
Demand 6,424 2,815 3,609 866 704 162
Savings (240) (1,634) 1,394 (820) (125) (695)
Time 5,282 24 5,258 (626) 153 (779)
Federal funds purchased and securities sold
under agreements to repurchase (441) (818) 377 1,055 552 503
Other short-term borrowings 107 95 12 4 6 (2)
Long-term borrowings 804 756 48 866 1,082 (216)
_______ _______ _______ _______ _______ _______
11,936 1,238 10,698 1,345 2,372 (1,027)
_______ _______ _______ _______ _______ _______
Net interest income (expense) $ (2,543) 189 (2,732) $ 1,334 4,414 (3,080)
_______ _______ _______ _______ _______ _______
Note: The change in interest due to both rate and volume has been allocated
to change due to volume and change due to rate in proportion to the
relationship of the absolute dollar amounts of the change in each.
<FN>
(1) Nonaccrual loans have been included in the analysis of volume and rate variances.
(2) Computed on tax equivalent basis using a 34 percent federal income tax rate for 1995 and 1994 and a 35 percent rate
for 1993, and adjusted to reflect the effect of the nondeductible interest expense of owning tax-exempt investments.
15
Item 1(J) Business - Statistical Disclosure, Continued
I. Distribution of Assets, Liabilities, and Stockholders' Equity;
Interest Rates and Interest Differential, Continued
Interest Rate Sensitivity Analysis
The following schedule shows the matching of interest sensitive
assets to interest sensitive liabilities by various maturity or repricing
periods as of December 31, 1995. As the schedule shows, the Company is
liability sensitive within the one-year time frame. Included in the three
months or less sensitivity category are all interest-bearing demand and
savings accounts. Although these deposits are contractually subject to
immediate repricing, management believes a large portion of these accounts
are not synchronized with overall market rate movements.
3 Months Over 3 Over 6 Total Over 1
or through 6 through 12 within through 5 Over
Less Months Months 1 Year Years 5 Years Total
---- ------ ------ ------ ----- ------- -----
(In thousands)
Interest-earning assets:
Loans (1) $ 262,988 29,799 45,930 338,717 410,101 158,736 907,554
Investment securities:
Available for sale:
Taxable investments 95,496 26,116 52,950 174,562 121,747 2,274 298,583
Tax-exempt investments 4,886 9,921 4,154 18,961 40,559 36,155 95,675
Held to maturity:
Taxable investments 19,377 11,751 16,894 48,022 10,601 1,884 60,507
Tax-exempt investments 1,755 5,657 13,163 20,575 20,778 8,335 49,688
Loans held for sale 8,707 -- -- 8,707 -- -- 8,707
Federal funds sold and securities purchased under
agreements to resell 37,600 -- -- 37,600 -- -- 37,600
Interest-bearing deposits with banks 265 -- -- 265 -- -- 265
_________ _________ _________ _________ ________ _______ _________
Total interest-earning assets $ 431,074 83,244 133,091 647,409 603,786 207,384 1,458,579
_________ _________ _________ _________ ________ _______ _________
Interest-bearing liabilities:
Interest-bearing deposits:
Demand and savings deposits (2) $ 614,797 -- -- 614,797 -- -- 614,797
Time deposits 114,510 90,152 143,802 348,464 252,214 3,247 603,925
Federal funds purchased and securities sold under
agreements to repurchase 41,107 -- -- 41,107 -- -- 41,107
Other short-term borrowings -- -- 2,500 2,500 -- -- 2,500
Long-term borrowings -- -- 917 917 31,443 5,818 38,178
_________ _________ _________ _________ ________ _______ _________
Total interest-bearing liabilities $ 770,414 90,152 147,219 1,007,785 283,657 9,065 1,300,507
_________ _________ _________ _________ ________ _______ _________
Interest sensitivity GAP $ (339,340) (6,908) (14,128) (360,376) 320,129 198,319 158,072
_________ _________ _________ _________ ________ _______ _________
Interest sensitivity GAP ratio .56:1 .92:1 .90:1 .64:1 2.13:1 22.88:1 1.12:1
_________ _________ _________ _________ ________ _______ _________
Cumulative interest sensitivity GAP $ (339,340) (346,248) (360,376) (360,376) (40,247) 158,072 158,072
_________ _________ _________ _________ ________ _______ _________
Cumulative interest sensitivity GAP ratio .56:1 .60:1 .64:1 .64:1 .97:1 1.12:1 1.12:1
_________ _________ _________ _________ ________ _______ _________
<FN>
(1) Nonaccrual loans have been excluded from the interest rate sensitivity analysis.
(2) Interest-bearing demand and savings deposits are included in the 3 months or less sensitivity category.
16
Item 1(J) Business - Statistical Disclosure, Continued
II. Investment Portfolio
The carrying value of investment securities at December 31 for each
of the past three years follows:
Amortized Cost at December 31,
______________________________
1995 1994 1993
____ ____ ____
(In thousands)
Investment securities available for sale:
Taxable investments:
United States Treasury securities $ 27,775 50,641 63,777
Securities of United States government agencies 72,822 66,037 59,181
Mortgage-backed and related securities 191,028 104,121 138,744
Other investments 9,071 10,812 5,925
Tax-exempt investments:
Obligations of states and political subdivisions 95,674 117,598 144,583
_______ _______ _______
396,370 349,209 412,210
_______ _______ _______
Investment securities held to maturity:
Taxable investments:
Securities of United States government agencies 48,595 9,444 --
Mortgage-backed and related securities 3,653 35,282 24,882
Other investments 6,145 3,087 5,563
Tax-exempt investments:
Obligations of states and political subdivisions 49,689 46,671 35,939
_______ _______ _______
108,082 94,484 66,384
_______ _______ _______
Total investment securities $504,452 443,693 478,594
_______ _______ _______
17
Item 1(J) Business - Statistical Disclosure, Continued
II. Investment Portfolio
The following table shows the maturity distribution and weighted
average yields of investment securities at December 31, 1995:
(caption>
Investments by Maturity and Yields at December 31, 1995
____________________________________________________________________________
After One After Five
Within but through but through After
One Year Five Years Ten Years Ten Years
_______________ _______________ _______________ _______________
Amount Yield Amount Yield Amount Yield Amount Yield
______ _____ ______ _____ ______ _____ ______ _____
(Dollars in thousands)
Investment securities available for sale:
Taxable investments:
United States Treasury
securities $ 14,632 5.60% $ 13,143 6.01% $ -- --% $ -- --%
Securities of United States
government agencies 11,977 6.05 56,562 5.74 4,283 5.42 -- --
Mortgage-backed and
related securities 55,650 6.45 100,308 6.57 17,902 6.98 17,168 6.81
Other investments 6,780 7.32 2,291 5.80 -- -- -- --
Tax-exempt investments:
Obligations of states and
political subdivisions 19,220 6.12 36,446 7.47 14,878 9.48 25,130 8.42
_______ ____ _______ ____ ______ ____ ______ ____
108,259 6.28 208,750 6.46 37,063 7.80 42,298 7.76
_______ ____ _______ ____ ______ ____ ______ ____
Investment securities held to maturity:
Taxable investments:
Securities of United States
government agencies 12,043 6.03 15,623 6.37 20,929 4.89 -- --
Mortgage-backed and
related securities 972 5.43 1,152 4.83 732 5.52 797 5.35
Other investments 3,249 5.74 2,157 6.44 50 6.90 689 7.06
Tax-exempt investments:
Obligations of states and
political subdivisions 18,586 6.87 20,372 6.75 4,250 8.55 6,481 8.98
_______ ____ _______ ____ ______ ____ ______ ____
34,850 6.44 39,304 6.53 25,961 5.51 7,967 8.45
_______ ____ _______ ____ ______ ____ ______ ____
Total investment securities $143,109 6.32% $248,054 6.47% $63,024 6.86% $50,265 7.87%
_______ ____ _______ ____ ______ ____ ______ ____
NOTE: The weighted average yields are calculated on the basis of the cost
and effective yields for each scheduled maturity group. The weighted average
yields for tax-exempt obligations have been adjusted to a fully taxable
basis, assuming a 34 percent federal income tax rate for 1995 and 1994, and
a 35 percent rate for 1993, and are adjusted to reflect the effect of the
nondeductible interest expense of owning tax-exempt investments.
As of December 31, 1995, the Company did not have securities from a single
issuer, other than the United States Government or its agencies, which
exceeded 10 percent of consolidated common stockholders' equity.
Maturities of all investment securities are managed to meet the Company's
normal liquidity needs. Investment securities available for sale may be sold
prior to maturity to meet liquidity needs, to respond to market changes or to
adjust the Company's asset/liability position.
18
Item 1(J) Business - Statistical Disclosure, Continued
III. Loan Portfolio
The following table shows the amount of loans outstanding by type
as of December 31 for each of the past five years:
December 31
____________________________________________________
1995 1994 1993 1992 1991
____ ____ ____ ____ ____
(In thousands)
1. Real estate loans:
a. Commercial construction and land development $ 38,123 26,549 24,189 25,180 16,155
b. Secured by 1-4 family residential property 319,430 389,713 349,810 324,124 321,721
c. Other 163,739 143,960 129,574 101,418 96,805
2. Loans to financial institutions (primarily bankers'
acceptances) -- -- -- 393 4,785
3. Loans to farmers 68,543 71,853 66,574 62,471 60,898
4. Commercial and industrial loans 119,368 115,280 90,521 75,062 93,180
5. Loans to individuals for personal expenditures,
net of unearned income 199,489 221,627 214,401 163,876 151,529
6. All other loans 1,501 1,232 812 930 6,837
_______ _______ _______ _______ _______
$910,193 970,214 875,881 753,454 751,910
_______ _______ _______ _______ _______
19
Item 1(J) Business - Statistical Disclosure, Continued
III. Loan Portfolio, Continued
The following table shows the maturity distribution of loans as of
December 31, 1995 (excluding real estate loans secured by 1-4 family
residential property and loans to individuals for personal expenditures):
Loans by Maturity at December 31, 1995
________________________________________
After One
Year
Within through After Five
One Year Five Years Years Total
________ __________ _____ _____
(In thousands)
1. Real estate loans:
a. Commercial construction and land development $ 30,487 6,316 1,320 38,123
b. Other 46,155 65,866 51,718 163,739
2. Loans to financial institutions -- -- -- --
3. Loans to farmers 39,235 22,861 6,447 68,543
4. Commercial and industrial loans 69,402 34,972 14,994 119,368
5. All other loans 371 571 559 1,501
_______ _______ ______ _______
$185,650 130,586 75,038 391,274
_______ _______ ______ _______
The above loans due after one year which have predetermined and
floating interest rates follow:
Predetermined interest rates $ 96,299
_______
Floating interest rates $109,325
_______
20
Item 1(J) Business - Statistical Disclosure, Continued
III. Loan Portfolio, Continued
The following schedule shows the dollar amount of loans at December
31 for each of the past five years which were either accounted for on a
nonaccrual basis, had been restructured to below market terms to provide a
reduction or deferral of interest or principal, or were 90 days or more past
due as to interest or principal. Each particular loan has been included in
only the most appropriate category.
1995 1994 1993 1992 1991
____ ____ ____ ____ ____
(In thousands)
Nonaccrual $2,639 3,784 1,605 1,884 2,931
Restructured 178 298 323 448 1,019
Past due 90 days or more 2,802 940 2,085 2,261 1,672
_____ _____ _____ _____ _____
Nonperforming loans $5,619 5,022 4,013 4,593 5,622
_____ _____ _____ _____ _____
Interest income recorded during 1995 on nonaccrual and restructured
loans amounted to $136,000. The amount of interest income which would have
been recorded during 1995 if nonaccrual and restructured loans had been
current, in accordance with the original terms, was $418,000.
The amounts scheduled above include the entire balance of any
particular loan. Much of the scheduled amount is adequately collateralized,
and thus does not represent the amount of anticipated charge-offs in the
future. The loans scheduled are representative of the entire customer base
of the Company and, therefore, are not concentrated in a specific industry or
geographic area other than the loans to farmers in Iowa. Overdrafts are
loans for which interest does not normally accrue. Since overdrafts are
generally low volume, they were not included in the above schedule, unless
there was serious doubt concerning collection.
The accrual of interest income is stopped when the ultimate
collection of a loan becomes doubtful. A loan is placed on nonaccrual status
when it becomes 90 days past due, unless it is both well secured and in the
process of collection. Once determined uncollectible, previously accrued
interest is charged to the allowance for loan losses.
In addition to the loans scheduled above, management has identified
other loans which, due to a change in economic circumstances or a
deterioration in the financial position of the borrower, present serious
concern as to the ability of the borrower to comply with present repayment
terms. Additionally, management considers the identification of loans
classified for regulatory or internal purposes as loss, doubtful, substandard
or special mention. This serious concern may eventually result in certain of
these loans being classified in one of the above scheduled categories. At
December 31, 1995, these loans amounted to approximately $2 million.
As of December 31, 1995, management is unaware of any other
material interest-earning assets which have been placed on a nonaccrual
basis, have been restructured, or are 90 days or more past due. The amount
of other real estate owned, which has been received in lieu of loan
repayment, amounted to $869,000 and $502,000 at December 31, 1995 and 1994,
respectively.
21
Item 1(J) Business - Statistical Disclosure, Continued
IV. Summary of Loan Loss Experience
The following is an analysis of the allowance for loan losses for
years ended December 31, for each of the past five years:
Year Ended December 31
_______________________________________________
1995 1994 1993 1992 1991
____ ____ ____ ____ ____
(In thousands)
Total loans at the end of the year $910,193 970,214 875,881 753,454 751,910
Average loans outstanding 945,724 936,370 802,088 736,646 727,870
_______ _______ _______ _______ _______
Allowance for loan losses -
beginning of the year $ 10,913 9,818 9,006 8,548 8,871
_______ _______ _______ _______ _______
Amount of charge-offs during year:
Real estate loans 41 83 109 276 110
Loans to financial institutions -- -- -- -- --
Loans to farmers 36 31 68 45 48
Commercial and industrial loans 340 337 54 252 769
Loans to individuals for personal expenditures 2,960 1,943 1,230 1,304 1,404
All other loans -- 48 70 67 5
_______ _______ _______ _______ _______
Total charge-offs 3,377 2,442 1,531 1,944 2,336
_______ _______ _______ _______ _______
Amount of recoveries during year:
Real estate loans 66 101 101 32 60
Loans to financial institutions -- -- -- -- --
Loans to farmers 50 146 81 179 135
Commercial and industrial loans 400 334 248 125 303
Loans to individuals for personal expenditures 1,153 947 641 635 716
All other loans -- 21 20 20 --
_______ _______ _______ _______ _______
Total recoveries 1,669 1,549 1,091 991 1,214
_______ _______ _______ _______ _______
Net loans charged off during year 1,708 893 440 953 1,122
_______ _______ _______ _______ _______
Additions to allowance charged to operating expense 1,865 1,988 1,252 1,411 799
_______ _______ _______ _______ _______
Allowance for loan losses - end of the year $ 11,070 10,913 9,818 9,006 8,548
_______ _______ _______ _______ _______
Ratio of allowance to loans outstanding at end of year 1.22% 1.12 1.12 1.20 1.14
____ ____ ____ ____ ____
Ratio of net charge-offs to average loans outstanding .18% .10 .05 .13 .15
___ ___ ___ ___ ___
NOTE: The provision for loan losses charged to operating expenses is based
on management's evaluation of the loan portfolio, past loan loss experience
and other factors that deserve current recognition in estimating loan losses.
The allowance for loan losses is maintained at a level necessary to support
management's evaluation of potential losses in the loan portfolio, after
considering various factors including prevailing and anticipated economic
conditions.
22
Item 1(J) Business - Statistical Disclosure, Continued
IV. Summary of Loan Loss Experience, Continued
In the following summary, the Company has allocated the allowance
for loan losses, according to the amount deemed to be reasonably necessary to
provide for losses within each category of loans. The amount of the
allowance applicable to each category and the percentage of loans in each
category to total loans follows:
Year Ended December 31
__________________________________________________________________________________________
1995 1994 1993 1992 1991
_________________ _________________ _________________ _________________ __________________
Allowance Percent Allowance Percent Allowance Percent Allowance Percent Allowance Percent
for of Loans for of Loans for of Loans for of Loans for of Loans
Loan to Total Loan to Total Loan to Total Loan to Total Loan to Total
Losses Loans Losses Loans Losses Loans Losses Loans Losses Loans
______ _____ ______ _____ ______ _____ ______ _____ _____ _____
(Dollars in thousands)
Real estate loans $ 2,400 57.3% $ 2,600 57.7% $2,400 57.5% $2,200 59.8% $2,002 57.8%
Loans to financial institutions -- -- -- -- -- -- -- .1 -- .6
Loans to farmers 1,300 7.5 1,400 7.4 1,600 7.6 1,200 8.3 1,500 8.1
Commercial and industrial loans 2,900 13.1 2,800 11.9 2,700 10.3 2,700 10.0 2,600 12.4
Loans to individuals for personal
expenditures 4,470 21.9 4,113 22.8 3,118 24.5 2,906 21.3 2,446 20.2
All other loans -- .2 -- .2 -- .1 -- .5 -- .9
______ _____ ______ _____ _____ _____ _____ _____ _____ _____
$11,070 100.0% $10,913 100.0% $9,818 100.0% $9,006 100.0% $8,548 100.0%
______ _____ ______ _____ _____ _____ _____ _____ _____ _____
23
Item 1(J) Business - Statistical Disclosure, Continued
V. Deposits
A classification of the Company's average deposits and average
rates paid for the years indicated follows:
Year Ended December 31
__________________________________________
1995 1994 1993
____________ ____________ ____________
Amount Rate Amount Rate Amount Rate
______ ____ ______ ____ ______ ____
(Dollars in thousands)
Noninterest-bearing deposits $ 128,770 --% $ 127,464 --% $ 119,322 --%
Interest-bearing deposits:
Demand 355,819 3.33 250,520 2.16 217,754 2.09
Savings 231,633 2.87 294,715 2.33 299,640 2.57
Time 626,497 5.52 625,981 4.68 622,789 4.81
_________ ____ _________ ____ _________ ____
$1,342,719 $1,298,680 $1,259,505
_________ _________ _________
The following sets forth the maturity distribution of all time
deposits of $100,000 or more as of December 31, 1995:
Large Time Deposits
by Maturity at
Maturity Remaining December 31, 1995
__________________ ___________________
(In thousands)
Less than 3 months $14,411
Over 3 through 6 months 21,395
Over 6 through 12 months 13,653
Over 12 months 14,555
______
$64,014
______
VI. Return on Equity and Assets
Various operating and equity ratios for the years indicated are
presented below:
Year Ended December 31,
________________________
1995 1994 1993
____ ____ ____
Return on average total assets:
Net income before deduction of minority interest .71% .70% 1.04%
Return on average equity 9.04 9.03 13.82
Common dividend payout ratio 33.58 34.65 22.22
Average equity to average assets 7.38 7.36 7.18
Equity to assets ratio 7.55 6.98 7.59
Tier 1 leverage capital ratio 7.45 7.23 7.36
Primary capital ratio 8.40 8.18 8.31
____ ____ ____
24
Item 1(J) Business - Statistical Disclosure, Continued
VII. Short-Term Borrowings
Information relative to federal funds purchased and securities sold
under agreements to repurchase follows:
1995 1994 1993
____ ____ ____
(Dollars in thousands)
Amount outstanding at December 31 $41,107 70,704 37,664
Weighted average interest rate at
December 31 4.14% 4.73 2.31
Maximum amount outstanding at any
quarter-end $41,107 70,704 66,740
Average amount outstanding during
the year $40,237 61,656 42,715
Weighted average interest rate during
the year 4.08% 3.38 2.41
____ ____ ____
Information relative to other short-term borrowings, which consist
primarily of Federal Home Loan Bank borrowings, follows:
1995 1994 1993
____ ____ ____
(Dollars in thousands)
Amount outstanding at December 31 $2,500 12,000 --
Weighted average interest rate at
December 31 4.68% 5.40 --
Maximum amount outstanding at any
quarter-end $7,000 12,000 --
Average amount outstanding during
the year $6,536 4,860 33
Weighted average interest rate during
the year 5.67% 5.42 3.63
____ ____ ____
25
Item 2. Properties.
At December 31, 1995, the affiliated banks had 45 banking locations
with approximately 301,000 square feet, all located in Iowa. Of these
banking locations, 32 were owned by the Company - approximately 236,000
square feet; 3 were owned buildings on leased land - approximately 30,000
square feet and 10 were operated under lease contracts with unaffiliated
parties - approximately 35,000 square feet.
The Company leases certain real estate and equipment under long-
term and short-term leases. The Company owns certain real estate which is
leased to unrelated persons.
Item 3. Legal Proceedings.
The Company (Brenton Banks, Inc. and its subsidiaries) is involved
in various claims and legal actions arising in the ordinary course of
business. In the opinion of management, the ultimate disposition of these
matters will not have a material adverse effect on the Company's financial
position or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders, through the
solicitation of proxies or otherwise.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
The information appearing on pages 30 and 36 of the Corporation's
Annual Report, filed as Exhibit 13 hereto, is incorporated herein by
reference.
There were approximately 1,575 holders of record of the Parent
Company's $5 common stock as of March 13, 1996. The closing bid price of the
Parent Company's common stock was $22.875 on March 13, 1996.
The Parent Company increased dividends to common shareholders in
1995 to $.45 per share, a 2.3 percent increase over $.44 for 1994. Dividend
declarations are evaluated and determined by the Board of Directors on a
quarterly basis. In January 1996, the Board of Directors declared a dividend
of $.12 per common share. There are currently no restrictions on the Parent
Company's present or future ability to pay dividends.
Item 6. Selected Financial Data.
The information appearing on page 19 of the Company's Annual
Report, filed as Exhibit 13 hereto, is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The information appearing on pages 12 through 17 of the Company's
Annual Report, filed as Exhibit 13 hereto, is incorporated herein by
reference.
26
Item 8. Financial Statements and Supplementary Data.
The information appearing on pages 20 through 35 of the Company's
Annual Report, filed as Exhibit 13 hereto, is incorporated herein by
reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Within the twenty-four months prior to the date of the most recent
financial statements, there has been no change of accountants of the Company.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The definitive proxy statement of Brenton Banks, Inc., which will
be filed not later than 120 days following the close of the Company's fiscal
year ending December 31, 1995, is incorporated herein by reference. See also
Item 1(E) of this Form 10-K captioned "Executive Officers of the Registrant."
Item 11. Executive Compensation.
The definitive proxy statement of Brenton Banks, Inc., which will
be filed not later than 120 days following the close of the Company's fiscal
year ended December 31, 1995, is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The definitive proxy statement of Brenton Banks, Inc., which will
be filed not later than 120 days following the close of the Company's fiscal
year ending December 31, 1995, is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The definitive proxy statement of Brenton Banks, Inc., which will
be filed not later than 120 days following the close of the Company's fiscal
year ending December 31, 1995, is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
The following exhibits and financial statement schedules are filed
as part of this report:
(a) 1. Financial Statements: See the financial statements on
pages 20 through 35 of the Company's Annual Report,
filed as Exhibit 13 hereto, which are incorporated by
reference herein.
2. Financial Statement Schedules: See Exhibits 11 and 12,
for computation of earnings per share and ratios.
27
3. Exhibits (not covered by independent auditors' report).
Exhibit 3
The Articles of Incorporation, as amended, and Bylaws,
as amended, of Brenton Banks, Inc. These Articles of
Incorporation and Bylaws are incorporated by reference
from Form 10-K of Brenton Banks, Inc., for the year
ended December 31, 1993.
Exhibit 10.1
Summary of the Bank Bonus Plans under which some of the
executive officers of the Parent Company and certain
other personnel of the subsidiaries are eligible to
receive a bonus each year.
Exhibit 10.2
Summary of the Executive Bonus Plan under which some of
the executive officers of the Parent Company are
eligible to receive a bonus each year.
Exhibit 10.3
Summary of the Trust Division Bonus Plan under which
one of the policymakers of the Parent Company is
eligible to receive a bonus each year.
Exhibit 10.4
Summary of the Brokerage Bonus Plan under which one of
the policymakers of the Parent Company is eligible to
receive a bonus each year.
Exhibit 10.5
Director's Incentive Plan. This Director's Incentive
Plan is incorporated by reference from Form 10-Q of
Brenton Banks, Inc., for the quarter ended September
30, 1995.
Exhibit 10.6
Employment Agreement, dated July 6, 1989, between
William H. Brenton and Brenton Banks, Inc. This
Employment Agreement is incorporated by reference
from Form 10-K of Brenton Banks, Inc., for the year
ended December 31, 1994.
Exhibit 10.7
Non-Qualified Stock Option Plan, Administrative Rules
and Agreement under which officers of the Company are
eligible to receive options to purchase an aggregate of
300,000 shares of the Company's $5 par value common
stock. This Non-Qualified Stock Option Plan,
Administrative Rules and Agreement is incorporated by
reference from Form 10-K of Brenton Banks, Inc., for
the year ended December 31, 1992.
28
Exhibit 10.8
Long-Term Stock Compensation Plan, Agreements and
related documents, effective for 1994, under which
certain of the Company's senior officers and bank
presidents are eligible to receive shares of Brenton
Banks, Inc. stock based upon their service to the
Company and Company performance. This Long-Term Stock
Compensation Plan, Agreements and related documents are
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1994.
Exhibit 10.9
Long-Term Stock Compensation Plan, Agreements and
related documents, effective for 1993, under which
certain of the Company's senior officers and bank
presidents are eligible to receive shares of Brenton
Banks, Inc. stock based upon their service to the
Company and Company performance. This Long-Term Stock
Compensation Plan, Agreements and related documents are
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1993.
Exhibit 10.10
Long-Term Stock Compensation Plan, Agreements and
related documents, effective for 1992, under which
certain of the Company's senior officers and bank
presidents are eligible to receive shares of Brenton
Banks, Inc. stock based upon their service to the
Company and Company performance. This Long-Term Stock
Compensation Plan, Agreements and related documents,
effective for 1992, are incorporated by reference from
Form 10-K of Brenton Banks, Inc., for the year ended
December 31, 1992.
Exhibit 10.11
Long-Term Stock Compensation Plan, Agreements and
related documents, effective for 1995, under which
certain of the Company's senior officers and bank
presidents are eligible to receive shares of Brenton
Banks, Inc. stock based upon their service to the
Company and Company performance.
Exhibit 10.12
Standard Agreement for Advances, Pledge and Security
Agreement between Brenton Banks and the Federal Home
Loan Bank of Des Moines. This standard Agreement for
Advances, Pledge and Security Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1993.
Exhibit 10.13
Short-term note with American National Bank & Trust
Company of Chicago as of April 30, 1995, setting forth
the terms of the Parent Company's $2,000,000 short-term
debt agreement.
Exhibit 10.14
Data Processing Agreement dated December 1, 1991 by and
between Systematics, Inc. and Brenton Information
Systems, Inc. This Data Processing Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1991.
29
Exhibit 10.15
Item Processing Agreement dated December 1, 1991
between Brenton Bank Services Corporation and the
Federal Home Loan Bank of Des Moines. This Item
Processing Agreement is incorporated by reference
from Form 10-K of Brenton Banks, Inc., for the year
ended December 31, 1992.
Exhibit 10.16
Restated Trust Agreement for Brenton Banks, Inc.
Retirement Plan, effective January 1, 1986. This
Restated Trust Agreement is incorporated by reference
from Form 10-K of Brenton Banks, Inc., for the year
ended December 31, 1991.
Exhibit 10.17
Amendments to the Restated Trust Agreement for Brenton
Banks, Inc. Retirement Plan, effective January 1, 1987,
January 1, 1993 and January 1, 1994. These Amendments
to the Restated Trust Agreement are incorporated by
reference from Form 10-K of Brenton Banks, Inc., for
the year ended December 31, 1994.
Exhibit 10.18
Indenture Agreement with respect to Capital Notes dated
April 12, 1993. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1993.
Exhibit 10.19
Indenture Agreement with respect to Capital Notes dated
April 14, 1992. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1992.
Exhibit 10.20
Indenture Agreement with respect to Capital Notes dated
August 5, 1991. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc. for the year ended December 31, 1991.
Exhibit 10.21
Indenture Agreement with respect to Capital Notes dated
March 27, 1991. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc. for the year ended December 31, 1991.
Exhibit 10.22
Indenture Agreement with respect to Capital Notes dated
April 5, 1985. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc. for the year ended December 31, 1991.
30
Exhibit 10.23
Indenture Agreement with respect to Capital Notes dated
April 8, 1994. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1994.
Exhibit 10.24
Indenture Agreement with respect to Capital Notes
dated April 10, 1995.
Exhibit 10.25
Split Dollar Insurance Agreement between the Company,
William H. Brenton Crummy Trust and William H. Brenton
Crummy Trust II, dated November 23, 1994. This Split
Dollar Insurance Agreement is incorporated by reference
from Form 10-K of Brenton Banks, Inc., for the year
ended December 31, 1994.
Exhibit 10.26
Split Dollar Insurance Agreement between the Company
and Brenton Life Insurance Trust for the benefit of C.
Robert Brenton, dated August 12, 1994. This Split
Dollar Insurance Agreement is incorporated by reference
from Form 10-K of Brenton Banks, Inc., for the year
ended December 31, 1994.
Exhibit 10.27
Agreement between Robert L. DeMeulenaere and the
Company regarding the change in control arrangements,
dated December 31, 1994. This Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1994.
Exhibit 10.28
Agreement between Larry A. Mindrup and the Company
regarding the change in control arrangements, dated
December 31, 1994. This Agreement is incorporated by
reference from Form 10-K of Brenton Banks, Inc., for
the year ended December 31, 1994.
Exhibit 10.29
Agreement between Norman D. Schuneman and the Company
regarding the change in control arrangements, dated
December 31, 1994.
31
Exhibit 10.30
Twelfth Amendment to Data Processing Agreement dated
July 1, 1995 by and between ALLTEL Financial
Information Services, Inc. (formerly Systematics, Inc.
and Systematics Financial Services, Inc.) and Brenton
Banks Services Corp. (formerly Brenton Information
Systems, Inc.). This Twelfth Amendment to Data
Processing Agreement is incorporated by reference from
Form 10-Q of Brenton Banks, Inc., for the quarter ended
September 30, 1995.
Exhibit 10.31
Thirteenth Amendment to Data Processing Agreement dated
December 1, 1995 by and between ALLTEL Financial
Information Services, Inc. (formerly Systematics
Financial Services, Inc.) and Brenton Bank (formerly
Brenton Banks Services Corp.).
Exhibit 11
Statement of computation of earnings per share.
Exhibit 12
Statement of computation of ratios.
Exhibit 13
The Annual Report to Shareholders of Brenton Banks,
Inc., for the 1995 calendar year.
Exhibit 21
Subsidiaries.
Exhibit 23
Consent of KPMG Peat Marwick LLP to the incorporation
of their report dated February 9, 1996, relating to
certain consolidated statements of condition of Brenton
Banks, Inc. into the Registration Statement on Form S-8
of Brenton Banks, Inc.
Exhibit 27
Financial Data Schedule (filed only with Electronic
Transmission).
The Parent Company will furnish to any shareholder upon request a
copy of any exhibit upon payment of a fee of $.50 per page. Requests for
copies of exhibits should be directed to Steven T. Schuler, Chief Financial
Officer/Treasurer/Secretary, at Brenton Banks, Inc., P.O. Box 961,
Des Moines, Iowa 50304-0961.
(b) Reports on Form 8-K: No reports on Form 8-K were required
to be filed during the last quarter of 1995.
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
BRENTON BANKS, INC.
By /s/ C. Robert Brenton
Chairman of the Board of Directors
C. ROBERT BRENTON
Date: March 14, 1996
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 the capacities and on the dates indicated.
By /s/ C. Robert Brenton
Chairman of the Board and Director
C. ROBERT BRENTON
Principal Executive Officer
Date: March 14, 1996
33
By /s/ Robert L. DeMeulenaere
President and Director
ROBERT L. DEMEULENAERE
Principal Executive Officer
Date: March 14, 1996
By /s/ Steven T. Schuler
Chief Financial Officer/Treasurer/Secretary
STEVEN T. SCHULER
Chief Financial Officer
Date: March 14, 1996
BOARD OF DIRECTORS
By /s/ William H. Brenton
WILLIAM H. BRENTON
Date: March 14, 1996
By /s/ Junius C. Brenton
JUNIUS C. BRENTON
Date: March 14, 1996
By /s/ R. Dean Duben
R. DEAN DUBEN
Date: March 14, 1996
By /s/ Hubert G. Ferguson
HUBERT G. FERGUSON
Date: March 14, 1996
By /s/ Gary M. Christensen
GARY M. CHRISTENSEN
Date: March 14, 1996
34
EXHIBIT INDEX
Exhibits Page
Exhibit 3
The Articles of Incorporation, as amended, and Bylaws,
as amended, of Brenton Banks, Inc. These Articles of
Incorporation and Bylaws are incorporated by reference
from Form 10-K of Brenton Banks, Inc., for the year
ended December 31, 1993. . . . . . . . . . . . . . . . . . 40
Exhibit 10.1
Summary of the Bank Bonus Plans under which some of the
executive officers of the Parent Company and certain
other personnel of the subsidiaries are eligible to
receive a bonus each year. . . . . . . . . . . . . . . . . 41
Exhibit 10.2
Summary of the Executive Bonus Plan under which some
of the executive officers of the Parent Company are
eligible to receive a bonus each year. . . . . . . . . . . 43
Exhibit 10.3
Summary of the Trust Division Bonus Plan under which
one of the policymakers of the Parent Company is eligible
to receive a bonus each year. . . . . . . . . . . . . . . 45
Exhibit 10.4
Summary of the Brokerage Bonus Plan under which one
of the policymakers of the Parent Company is eligible to
receive a bonus each year. . . . . . . . . . . . . . . . . 47
Exhibit 10.5
Director's Incentive Plan. This Director's Incentive
Plan is incorporated by reference from Form 10-Q of
Brenton Banks, Inc., for the quarter ended September 30,
1995. . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Exhibit 10.6
Employment Agreement, dated July 6, 1989, between
William H. Brenton and Brenton Banks, Inc. This
Employment Agreement is incorporated by reference
from Form 10-K of Brenton Banks, Inc., for the year
ended December 31, 1994. . . . . . . . . . . . . . . . . . 50
Exhibit 10.7
Non-Qualified Stock Option Plan, Administrative
Rules and Agreement under which officers of the
Company are eligible to receive options to purchase
an aggregate of 300,000 shares of the Company's $5
par value common stock. This Non-Qualified Stock
Option Plan, Administrative Rules and Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1992. . . . . 51
35
Exhibit 10.8
Long-Term Stock Compensation Plan, Agreements and
related documents, effective for 1994, under which
certain of the Company's senior officers and bank
presidents are eligible to receive shares of Brenton
Banks, Inc. stock based upon their service to the
Company and Company performance. This Long-Term
Stock Compensation Plan, Agreements and related
documents are incorporated by reference from Form
10-K of Brenton Banks, Inc., for the year ended
December 31, 1994. . . . . . . . . . . . . . . . . . . . . 52
Exhibit 10.9
Long-Term Stock Compensation Plan, Agreements and
related documents, effective for 1993, under which
certain of the Company's senior officers and bank
presidents are eligible to receive shares of Brenton
Banks, Inc. stock based upon their service to the
Company and Company performance. This Long-Term
Stock Compensation Plan, Agreements and related
documents are incorporated by reference from Form
10-K of Brenton Banks, Inc., for the year ended
December 31, 1993. . . . . . . . . . . . . . . . . . . . . 53
Exhibit 10.10
Long-Term Stock Compensation Plan, Agreements and
related documents, effective for 1992, under which
certain of the Company's senior officers and bank
presidents are eligible to receive shares of Brenton
Banks, Inc. stock based upon their service to the
Company and Company performance. This Long-Term
Stock Compensation Plan, Agreements and related
documents, effective for 1992, are incorporated by
reference from Form 10-K of Brenton Banks, Inc.,
for the year ended December 31, 1992. . . . . . . . . . . . 54
Exhibit 10.11
Long-Term Stock Compensation Plan, Agreements and
related documents, effective for 1995, under which
certain of the Company's senior officers and bank
presidents are eligible to receive shares of Brenton
Banks, Inc. stock based upon their service to the
Company and Company performance. . . . . . . . . . . . . . 55
Exhibit 10.12
Standard Agreement for Advances, Pledge and Security
Agreement between Brenton Banks and the Federal Home
Loan Bank of Des Moines. This standard Agreement
for Advances, Pledge and Security Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1993. . . . . 69
Exhibit 10.13
Short-term note with American National Bank & Trust
Company of Chicago as of April 30, 1995, setting
forth the terms of the Parent Company's $2,000,000
short-term debt agreement. . . . . . . . . . . . . . . . . 70
36
Exhibit 10.14
Data Processing Agreement dated December 1, 1991
by and between Systematics, Inc. and Brenton
Information Systems, Inc. This Data Processing
Agreement is incorporated by reference from Form
10-K of Brenton Banks, Inc., for the year ended
December 31, 1991. . . . . . . . . . . . . . . . . . . . . 74
Exhibit 10.15
Item Processing Agreement dated December 1, 1991
between Brenton Bank Services Corporation and the Federal
Home Loan Bank of Des Moines. This Item Processing
Agreement is incorporated by reference from Form 10-K
of Brenton Banks, Inc., for the year ended
December 31, 1992. . . . . . . . . . . . . . . . . . . . . 75
Exhibit 10.16
Restated Trust Agreement for Brenton Banks, Inc.
Retirement Plan, effective January 1, 1986. This
Restated Trust Agreement is incorporated by
reference from Form 10-K of Brenton Banks, Inc.,
for the year ended December 31, 1991. . . . . . . . . . . 76
Exhibit 10.17
Amendments to the Restated Trust Agreement for
Brenton Banks, Inc. Retirement Plan, effective
January 1, 1987, January 1, 1993 and January 1, 1994.
These Amendments to the Restated Trust Agreement
are incorporated by reference from Form 10-K of
Brenton Banks, Inc., for the year ended December 31,
1994. . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Exhibit 10.18
Indenture Agreement with respect to Capital Notes
dated April 12, 1993. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1993. . . . . 78
Exhibit 10.19
Indenture Agreement with respect to Capital Notes
dated April 14, 1992. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1992. . . . . 79
Exhibit 10.20
Indenture Agreement with respect to Capital Notes
dated August 5, 1991. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1991. . . . . 80
Exhibit 10.21
Indenture Agreement with respect to Capital Notes
dated March 27, 1991. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1991. . . . . 81
37
Exhibit 10.22
Indenture Agreement with respect to Capital Notes
dated April 5, 1985. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1991. . . . . 82
Exhibit 10.23
Indenture Agreement with respect to Capital Notes
dated April 8, 1994. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc., for the year ended December 31, 1994. . . . . 83
Exhibit 10.24
Indenture Agreement with respect to Capital Notes
dated April 10, 1995. . . . . . . . . . . . . . . . . . . 84
Exhibit 10.25
Split Dollar Insurance Agreement between the Company,
William H. Brenton Crummy Trust and William H.
Brenton Crummy Trust II, dated November 23, 1994.
This Split Dollar Insurance Agreement is incorporated by
reference from Form 10-K of Brenton Banks, Inc.,
for the year ended December 31, 1994. . . . . . . . . . . . 86
Exhibit 10.26
Split Dollar Insurance Agreement between the Company
and Brenton Life Insurance Trust for the benefit of
C. Robert Brenton, dated August 12, 1994. This Split
Dollar Insurance Agreement is incorporated by reference
from Form 10-K of Brenton Banks, Inc., for the year ended
December 31, 1994. . . . . . . . . . . . . . . . . . . . . 87
Exhibit 10.27
Agreement between Robert L. DeMeulenaere and the
Company regarding the change in control arrangements,
dated December 31, 1994. This Agreement is incorporated
by reference from Form 10-K of Brenton Banks, Inc., for
the year ended December 31, 1994. . . . . . . . . . . . . . 88
Exhibit 10.28
Agreement between Larry A. Mindrup and the Company
regarding the change in control arrangements, dated
December 31, 1994. This Agreement is incorporated by
reference from Form 10-K of Brenton Banks, Inc., for
the year ended December 31, 1994. . . . . . . . . . . . . . 89
Exhibit 10.29
Agreement between Norman D. Schuneman and the Company
regarding the change in control arrangements, dated
December 31, 1994. . . . . . . . . . . . . . . . . . . . . 90
38
Exhibit 10.30
Twelfth Amendment to Data Processing Agreement dated
July 1, 1995 by and between ALLTEL Financial Information
Services, Inc. (formerly Systematics, Inc. and
Systematics Financial Services, Inc.) and Brenton Banks
Services Corp. (formerly Brenton Information Systems,
Inc.). This Twelfth Amendment to Data Processing Agreement
is incorporated by reference from Form 10-Q of Brenton
Banks, Inc., for the quarter ended September 30, 1995. . . 93
Exhibit 10.31
Thirteenth Amendment to Data Processing Agreement dated
December 1, 1995 by and between ALLTEL Financial
Information Services, Inc. (formerly Systematics
Financial Services, Inc.) and Brenton Bank (formerly
Brenton Banks Services Corp.). . . . . . . . . . . . . . . 94
Exhibit 11
Statement of computation of earnings per share. . . . . . . 102
Exhibit 12
Statement of computation of ratios. . . . . . . . . . . . . 104
Exhibit 13
The Annual Report to Shareholders of Brenton Banks,
Inc., for the 1995 calendar year. . . . . . . . . . . . . . 107
Exhibit 21
Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . 150
Exhibit 23
Consent of KPMG Peat Marwick LLP to the incorporation
of their report dated February 9, 1996, relating to
certain consolidated statements of condition of Brenton
Banks, Inc. into the Registration Statement on Form S-8
of Brenton Banks, Inc. . . . . . . . . . . . . . . . . . . 152
Exhibit 27
Financial Data Schedule (filed only with Electronic
Transmission). . . . . . . . . . . . . . . . . . . . . . . 154
39