FORM 10-K
UNITED STATES
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
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ 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 200, 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, $2.50 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 [ ].
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 13, 1998, was $212,450,914.
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, 1998.
17,340,626 shares Common Stock, $2.50 par value
DOCUMENTS INCORPORATED BY REFERENCE
The Appendix to the Proxy Statement for the 1997 calendar year is
incorporated by reference into Part I, Part II and Part IV 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, 1997, is incorporated by reference into Part III hereof to the
extent indicated in such Part.
1 of 216 Total Pages
2
TABLE OF CONTENTS
PART I
Page
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(A) General Description . . . . . . . . . . . . . . . . . . . . 5
(B) Recent Developments . . . . . . . . . . . . . . . . . . . . 6
(C) Affiliated Banks . . . . . . . . . . . . . . . . . . . . . 7
(D) Bank-Related Subsidiaries and Affiliates . . . . . . . . . 7
(E) Executive Officers and Policymakers of the
Registrant . . . . . . . . . . . . . . . . . . . . . . . . 7
(F) Employees . . . . . . . . . . . . . . . . . . . . . . . . . 9
(G) Supervision and Regulation . . . . . . . . . . . . . . . . 9
(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 7A. Quantitative and Qualitative Disclosures About Market Risk 27
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4
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,
1997, the Parent Company had direct control of 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. Both of the affiliated banks are members of the
Federal Deposit Insurance Corporation.
Brenton Banks, Inc. and its subsidiaries (the "Company") engage in
retail, commercial, business and agricultural banking and related financial
services from 46 locations throughout Iowa. In connection with this
banking industry segment, the Company provides the usual products and
services of banking such as deposits, commercial loans, business loans,
agribusiness loans, personal loans and trust services.
The principal services provided by the Company are accepting deposits
and making loans. The significant loan categories are commercial, business,
commercial real estate, agribusiness and personal. Commercial and business
loans are made to business enterprises principally to finance inventory,
operations or other assets at terms generally up to 5 years. The principal
risk involves the customers' management skills and general economic
conditions. Commercial real estate mortgage loans are routinely made for
terms up to 20 years for real property used in a borrower's business.
Repayment primarily depends upon the financial performance and the cash
flow of the business enterprise. Declines in commercial real estate values
could ultimately affect the collectibility of these types of loans.
Agribusiness loans are made to farmers for financing crop inputs,
equipment, livestock and real property used in farming activities.
Agribusiness loans are also made to businesses related to or that support
the production and sale of agricultural products. Weather conditions and
government policies have major influences on agricultural financial
performance and ultimately the borrower's ability to repay loans. Personal
loans are made to individuals primarily on a secured basis to finance such
items as residential mortgages, home improvements, personal property,
education and vehicles. Unsecured personal loans are made on a limited
basis. The individual's credit worthiness and economic conditions
affecting the job market are the primary risks associated with personal
loans. Personal loans generally do not exceed 5 years. For all loan
types, the primary criteria used in determining whether to make a loan is
the borrower's ability to repay, which is based upon a cash flow analysis,
and willingness to pay supported by a historical review of credit
management.
The principal markets for these loans are businesses and individuals.
Iowa has two primary regional market segments. One market consists of
selected metropolitan areas across the state which consist of service and
manufacturing industries. The other market involves rural areas which are
predominately agricultural in nature. These loans are made by 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, investment, insurance and real estate
brokerage.
5
(B) Recent Developments.
New Director. In January 1998, the Board of Directors increased the
number of directors from seven to eight and named Robert J. Currey to fill
the position. Mr. Currey is the President of 21st Century Telecom Group,
Inc. in Chicago, Illinois. Mr. Currey has no prior relationship or
affiliation with the Company.
Stock Split. In January 1998, the Board of Directors declared a 2-
for-1 stock split for stockholders of record as of February 10, 1998,
payable February 20, 1998. As a result, the par value of the Company's
common stock was reduced from $5.00 to $2.50 per share and authorized
shares were increased to 50 million.
Common Stock Dividends. On May 6, 1997, the Board of Directors
declared a ten percent common stock dividend to stockholders of record on
May 15, 1997. On October 7, 1996, the Board of Directors declared a ten
percent common stock dividend to stockholders of record on October 17,
1996. Fractional shares resulting from both stock dividends were paid in
cash.
Stock Option Plan. On September 5, 1996, a special meeting of
stockholders was held to approve the Brenton Banks, Inc. 1996 Stock Option
Plan (the "Plan"). The Plan, which was approved, authorizes the granting
of options on up to 1,210,000 shares (all share and per-share data have
been restated for the 2-for-1 stock split and the ten percent common stock
dividends) of the Company's common stock to key employees of the Company.
The price at which options may be exercised cannot be less than the fair
market value of the shares at the date the options are granted. The
options are subject to certain performance vesting requirements and maximum
exercise periods, as established by the Compensation Committee of the Board
of Directors. During 1997 and 1996, 1,122,940 options have been granted
under the Plan to 43 current employees of the Company with option prices
ranging from $10.073 to $16.750 per share.
Common Stock Repurchase Plan. As part of the Company's ongoing
capital management and stock repurchase plan, in 1997 the Board of
Directors authorized additional stock repurchases of $10,000,000 of the
Company's common stock. For the years ended December 31, 1997, 1996 and
1995, the Company repurchased 695,480, 695,400 and 516,266 shares (restated
for the 2-for-1 stock split), respectively, at total costs of $10,014,087,
$8,248,331 and $4,830,111.
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 Bank, FSB. The move of this
subsidiary was made to accommodate the funding of residential real estate
loans with borrowings from the Federal Home Loan Bank.
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
6
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.
(C) Affiliated Banks.
The 2 affiliated banks had 42 banking locations at December 31, 1997,
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 Des Moines, Iowa.
Des Moines is the largest city in Iowa. In addition to its main banking
location, Brenton Bank has 38 offices located throughout Iowa and provides
services to customers in numerous counties across the state.
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.
(D) Bank-Related Subsidiaries and Affiliates.
Brenton Investments, 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, 1997,
this subsidiary had 41 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
originates and services mortgage loans sold to institutional investors and
the mortgage loan portfolios of the affiliated banks.
Brenton Insurance, Inc. and Brenton Realty Services, Ltd. are wholly-
owned subsidiaries of Brenton Bank. These subsidiaries operate real estate
brokerage agencies and insurance brokerage agencies handling individual and
group life, annuity, health, fire, crop, homeowner's, automobile and
liability insurance.
Brenton Insurance Services, Inc., a wholly-owned subsidiary of the
Parent Company, is currently inactive.
(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, 1998, 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 67 Chairman of the Board 1990 Chairman, Brenton Bank -
Des Moines, Iowa Brenton Banks, Inc. October 1995 to November 1997
7
Company Position
Name and Address Age Position or Subsidiary Commenced Other Positions
________________ ___ ______________________ _________ _______________
Robert L. DeMeulenaere 58 President and Chief 1994 President, Brenton Bank - January 1994 to
Des Moines, Iowa Executive Officer November 1997; President/Treasurer, Brenton
Brenton Banks, Inc. Mortgages, Inc. - August 1989 to July 1994;
Chairman and Chief 1997 CEO, Brenton Bank and Trust Company of
Executive Officer Cedar Rapids - August 1990 to January 1994;
Brenton Bank Senior Vice President of the Parent Company -
August 1990 to January 1994
Larry A. Mindrup 56 President 1997 CEO, Brenton Savings Bank, FSB; Ames - April
Des Moines, Iowa Chief Banking Officer 1995 1994 to March 1996; President, Brenton Bank,
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
Phillip L. Risley 55 Executive Vice President/ 1997 Executive Vice President of the Parent
Des Moines, Iowa Chief Administrative 1995 Company - January 1992 to December 1995;
Officer/ President and CEO, Brenton Bank, N.A.,
Cashier 1995 Des Moines - February 1990 to May 1995;
Brenton Bank 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
Perry C. Atwood 43 Chief Sales Officer 1996
Des Moines, Iowa Brenton Bank
Woodward G. Brenton 47 Chief Commercial 1995 President and CEO, Brenton First National
Des Moines, Iowa Banking Officer Bank - January 1992 to October 1995; Executive
Brenton Bank Vice President, Brenton First National Bank,
Davenport - January 1991 to January 1992
Charles N. Funk 43 Regional President 1997 Chief Investment/ALCO Officer - October 1995
Des Moines, Iowa President, Des Moines 1997 to September 1997; Vice President -
Brenton Bank Investments, Brenton Banks, Inc. - December
1991 to October 1995
Steven T. Schuler 46 Chief Financial Officer/ 1990 Executive Vice President, Brenton Bank
Des Moines, Iowa Treasurer/Secretary 1986 Services Corporation - May 1992 to
Brenton Banks, Inc. and September 1995
Brenton Bank
Norman D. Schuneman 55 Chief Credit Officer 1995 Senior Vice President - Lending of the
Des Moines, Iowa Brenton Bank Parent Company - January 1990 to
December 1995; Executive Vice President,
Brenton Bank, N.A., Des Moines - July
1985 to October 1995
Elizabeth M. Piper/Bach 45 Chief Financial Services 1997
Des Moines, Iowa Officer
Brenton Bank
President 1995
Brenton Investments, Inc.
<FN>
All of the foregoing individuals have been employed by the Company for the
past five years, except for Perry C. Atwood, who was Senior Vice President
at Valley National Bank (merged with Bank One) in Phoenix, Arizona from
January 1992 to April 1996; also held positions of Director of Business
Banking, Director of Sales and Regional Manager during that time period;
and 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.
8
(F) Employees.
On December 31, 1997, the Parent Company had 3 full-time employees and
2 part-time employees. On December 31, 1997, the Company had 591 full-time
employees and 166 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.
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
percent 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 which
permits the OTS to restrict or prohibit activities that are determined to
be a serious 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 chartered 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 its 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.
9
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, it is required to
maintain certain minimum capital ratios established by the OTS and must
meet a qualified thrift lender test (the "QTL") to avoid certain
restrictions upon its operations. On December 31, 1997, 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.
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 became effective on June 1, 1997. The Interstate Banking
Act seeks to provide a uniform interstate banking law for all 50 states.
The provisions of the law allow states to impose certain "non-
discriminatory" conditions upon interstate mergers, including limits on the
concentration of deposits. According to Iowa's banking law, Iowa-based
banks and bank holding companies can acquire banks and bank holding
companies located in other states. Iowa law prohibits a bank holding
company or bank controlled by a bank holding company from acquiring
additional Iowa based banks or bank holding companies if the total deposits
in Iowa of such bank holding company and its affiliates would exceed 10
percent of the total deposits of all banks and thrifts in the state.
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. As of June 30, 1997, Brenton
Banks, Inc.'s affiliated banks held approximately 3.3% of total Iowa bank
and thrift deposits. There are seven other multi-bank holding companies
which operate banks in Iowa, but
10
are domiciled in other states. The Iowa deposits of these holding
companies are of similar size or greater when compared to Brenton Banks,
Inc. Since December 31, 1997, two additional acquisitions by multi-bank
holding companies domiciled outside of Iowa have been announced.
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 investment brokerage business
in the last several years, placing brokers in many Brenton bank locations
as well as individual brokerage offices. 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:
1997 1996 1995
______________________________ ______________________________ ______________________________
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)
Assets:
Interest-earning assets
Loans (1,2) $ 970,115 $ 85,540 8.82% $ 919,578 $ 79,921 8.69% $ 945,724 $ 82,136 8.69%
Investment securities held to
maturity:
Taxable investments:
Securities of United States
government agencies 7,925 485 6.11 38,596 2,362 6.12 27,381 1,570 5.73
Mortgage-backed and related
securities 2,594 191 7.36 3,509 261 7.45 36,214 2,370 6.54
Other investments 2,181 136 6.25 4,166 255 6.12 2,364 130 5.49
Tax-exempt investments:
Obligations of states and
political subdivisions(2) 56,204 3,777 6.72 51,639 3,449 6.68 50,235 4,044 8.05
Investment securities available
for sale:
United States Treasury
securities 45,459 2,748 6.05 36,582 2,109 5.76 42,416 2,271 5.35
Securities of United States
government agencies 71,958 4,555 6.33 77,436 4,606 5.95 79,000 4,939 6.25
<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 federal income tax rate of 35 percent in
1997 and 1996 and 34 percent in 1995 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.
1
Item 1(J) Business - Statistical Disclosure, Continued
I. Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential, Continued
1997 1996 1995
______________________________ ______________________________ ______________________________
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)
Mortgage-backed and related
securities 217,817 13,835 6.35 207,029 12,780 6.17 113,834 6,658 5.85
Other investments 12,998 832 6.40 8,955 568 6.34 9,536 710 7.44
Tax-exempt investments:
Obligations of states and
political subdivisions (1) 99,868 7,035 7.04 85,471 6,097 7.13 100,859 6,763 6.71
Loans held for sale 10,284 811 7.89 7,983 676 8.47 5,908 396 6.70
Federal funds sold and
securities purchased under
agreements to resell 31,472 1,742 5.54 26,188 1,417 5.41 39,763 2,264 5.69
Trading account securities 12 1 4.26 --- --- --- --- --- ---
Interest-bearing deposits
with banks 2,460 118 4.80 1,393 68 4.87 1,076 67 6.20
_________ _______ ____ _________ _______ ____ _________ _______ ____
Total interest-earning assets(1) 1,531,347 $121,806 7.95% 1,468,525 $114,569 7.80% 1,454,310 $114,318 7.86%
Allowance for loan losses (12,171) _______ ____ (11,440) _______ ____ (11,166) _______ ____
Cash and due from banks 58,681 65,439 57,138
Premises and equipment 29,841 31,728 31,436
Other assets 41,771 28,642 29,508
_________ _________ _________
Total assets $1,649,469 $1,582,894 $1,561,226
<FN>
(1) Interest income and yields are stated on a tax-equivalent basis using a federal income tax rate of 35
percent in 1997 and 1996 and 34 percent in 1995 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.
</table
13
Item 1(J) Business - Statistical Disclosure, Continued
I. Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential, Continued
1997 1996 1995
______________________________ ______________________________ ______________________________
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 $ 81,430 $ 2,332 2.86% $ 376,259 $11,194 2.98% $ 355,819 $11,842 3.33%
Savings 551,509 15,903 2.88 241,250 6,134 2.54 231,633 6,638 2.87
Time 567,258 31,075 5.48 583,508 32,179 5.51 626,497 34,595 5.52
Federal funds purchased and
securities sold under
agreements to repurchase 78,234 3,413 4.36 59,276 2,470 4.17 40,237 1,641 4.08
Other short-term borrowings 53,223 3,183 5.98 17,294 1,015 5.87 6,536 371 5.67
Long-term borrowings 32,056 2,199 6.86 33,094 2,339 7.07 37,264 2,621 7.03
_________ ______ ____ _________ ______ ____ _________ ______ ____
Total interest-bearing
liabilities 1,363,710 $58,105 4.26% 1,310,681 $55,331 4.22% 1,297,986 $57,708 4.45%
Noninterest-bearing deposits 139,480 ______ ____ 131,051 ______ ____ 128,770 ______ ____
Accrued expenses and other
liabilities 17,097 17,521 14,896
_________ _________ _________
Total liabilities 1,520,287 1,459,253 1,441,652
Minority interest 4,691 4,471 4,391
Common stockholders' equity 124,491 119,170 115,183
_________ _________ _________
Total liabilities and
stockholders' equity $1,649,469 $1,582,894 $1,561,226
_________ _________ _________
Net interest spread (1) 3.69% 3.58% 3.41%
____ ____ ____
Net interest income/margin (1) $63,701 4.16% $59,238 4.03% $56,610 3.89%
______ ____ ______ ____ ______ ____
<FN>
(1) Interest income and yields are stated on a tax-equivalent basis using a federal income tax rate of 35 percent in 1997
and 1996 and 34 percent in 1995 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:
1997 vs. 1996 1996 vs. 1995
__________________________ __________________________
Variance Variance
due to due to
_______________ _______________
Variance Volume Rate Variance Volume Rate
________ ______ ____ ________ ______ ____
(In thousands) (In thousands)
Interest Income:
Loans (1,2) $ 5,619 4,443 1,176 $(2,215) (2,272) 57
Investment securities held
to maturity:
Taxable investments:
Securities of United States government
agencies (1,877) (1,874) (3) 792 680 112
Mortgage-backed and related
securities (70) (67) (3) (2,109) (2,394) 285
Other investments (119) (124) 5 125 109 16
Tax-exempt investments:
Obligations of states and political
subdivisions (2) 328 306 22 (595) 110 (705)
Investment securities available
for sale:
Taxable investments:
United States Treasury securities 639 532 107 (162) (328) 166
Securities of United States government
agencies (51) (337) 286 (333) (96) (237)
Mortgage-backed and related securities 1,055 678 377 6,122 5,734 388
Other investments 264 259 5 (142) (42) (100)
Tax-exempt investments:
Obligations of states and political
subdivisions (2) 938 1,015 (77) (666) (1,078) 412
Loans held for sale 135 184 (49) 280 160 120
Federal funds sold and securities purchased
under agreements to resell 325 291 34 (847) (739) (108)
Trading account securities 1 1 --- --- --- ---
Interest-bearing deposits with banks 50 51 (1) 1 17 (16)
_______ ______ ______ _______ ______ _____
7,237 5,358 1,879 251 (139) 390
_______ ______ ______ _______ ______ _____
Interest Expense:
Interest-bearing deposits:
Demand (8,862) (8,458) (404) (648) 655 (1,303)
Savings 9,769 8,847 922 (504) 267 (771)
Time (1,104) (891) (213) (2,416) (2,371) (45)
Federal funds purchased and securities sold
under agreements to repurchase 943 822 121 829 793 36
Other short-term borrowings 2,168 2,148 20 644 631 13
Long-term borrowings (140) (72) (68) (282) (295) 13
_______ ______ ______ _______ ______ _____
2,774 2,396 378 (2,377) (320) (2,057)
_______ ______ ______ _______ ______ _____
Net interest income $ 4,463 2,962 1,501 2,628 181 2,447
_______ ______ ______ _______ ______ _____
Note: The change in interest due to both rate and volume has been allocated
to change due to volume and 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 a tax-equivalent basis using a federal income tax rate of 35 percent
in 1997 and 1996 and 34 percent in 1995 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, 1997. 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)(3) $ 366,382 26,643 77,755 470,780 408,626 110,556 989,962
Trading account securities 77 --- --- 77 --- --- 77
Investment securities:
Available for sale:
Taxable investments (3) 41,734 40,766 63,772 146,272 198,304 32,764 377,340
Tax-exempt investments 6,836 5,502 7,427 19,765 61,044 28,505 109,314
Held to maturity:
Taxable investments 1,327 6,261 867 8,455 361 90 8,906
Tax-exempt investments 3,903 6,635 13,814 24,352 27,074 8,747 60,173
________ ______ ______ _______ _______ _______ _______
Total investment securities 53,800 59,164 85,880 198,844 286,783 70,106 555,733
Loans held for sale 19,304 --- --- 19,304 --- --- 19,304
Federal funds sold and securities purchased under
agreements to resell 9,300 --- --- 9,300 --- --- 9,300
Interest-bearing deposits with banks 1,320 --- --- 1,320 --- --- 1,320
_________ _________ _________ _________ ________ _______ _________
Total interest-earning assets $ 450,183 85,807 163,635 699,625 695,409 180,662 1,575,696
_________ _________ _________ _________ ________ _______ _________
Interest-bearing liabilities:
Interest-bearing deposits:
Demand and savings deposits (2) $ 645,029 --- --- 645,029 --- --- 645,029
Time deposits 132,121 114,384 124,796 371,301 186,803 130 558,234
Federal funds purchased and securities sold
under agreements to repurchase 92,633 --- --- 92,633 --- --- 92,633
Other short-term borrowings 7,700 38,000 28,000 73,700 --- --- 73,700
Long-term borrowings --- --- 1,090 1,090 31,056 4,516 36,662
_________ _________ _________ _________ ________ _______ _________
Total interest-bearing liabilities $ 877,483 152,384 153,886 1,183,753 217,859 4,646 1,406,258
_________ _________ _________ _________ ________ _______ _________
Interest sensitivity GAP $ (427,300) (66,577) 9,749 (484,128) 477,550 176,016 169,438
_________ _________ _________ _________ ________ _______ _________
Interest sensitivity GAP ratio .51:1 .56:1 1.06:1 .59:1 3.19:1 38.89:1 1.12:1
_________ _________ _________ _________ ________ _______ _________
Cumulative interest sensitivity GAP $ (427,300) (493,877) (484,128) (484,128) (6,578) 169,438 169,438
_________ _________ _________ _________ ________ _______ _________
Cumulative interest sensitivity GAP ratio .51:1 .52:1 .59:1 .59:1 1.00:1 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.
(3) Assumed repayments on mortgage-related loans and investments are based upon projected
prepayment speeds which are determined by considering Wall Street estimates.
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:
December 31,
______________________________
1997 1996 1995
____ ____ ____
(In thousands)
Investment securities available for sale
(market value):
Taxable investments:
United States Treasury securities $ 38,790 41,351 27,775
Securities of United States government agencies 86,660 98,153 72,822
Mortgage-backed and related securities 230,933 219,447 191,028
Other investments 20,957 8,193 9,071
Tax-exempt investments:
Obligations of states and political subdivisions 109,314 93,955 95,674
_______ _______ _______
486,654 461,099 396,370
_______ _______ _______
Investment securities held to maturity
(amortized cost):
Taxable investments:
Securities of United States government agencies 5,025 15,065 48,595
Mortgage-backed and related securities 2,363 3,041 3,653
Other investments 1,518 2,466 6,145
Tax-exempt investments:
Obligations of states and political subdivisions 60,173 52,183 49,689
_______ _______ _______
69,079 72,755 108,082
_______ _______ _______
Total investment securities $555,733 533,854 504,452
_______ _______ _______
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, 1997:
Investments by Maturity and Yields at December 31, 1997
____________________________________________________________________________
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 $ 23,723 6.08% $ 15,067 6.29% $ --- ----% $ -- ----%
Securities of United States
government agencies 17,094 5.42 29,803 6.24 36,636 6.67 3,127 7.89
Mortgage-backed and
related securities 68,035 6.18 115,420 6.30 44,119 6.61 3,359 6.60
Other investments 15,767 6.09 2,690 5.77 --- ---- 2,500 6.57
Tax-exempt investments:
Obligations of states and
political subdivisions 19,766 6.35 61,044 6.91 13,972 7.71 14,532 7.98
_______ ____ _______ ____ _______ ____ ______ ____
144,385 6.09 224,024 6.45 94,727 6.79 23,518 7.62
_______ ____ _______ ____ _______ ____ ______ ____
Investment securities held
to maturity:
Taxable investments:
Securities of United States
government agencies --- ---- --- ---- 5,025 6.21 --- ----
Mortgage-backed and
related securities 690 7.33 1,428 7.33 245 7.36 --- ----
Other investments 1,068 6.11 359 6.77 91 7.58 --- ----
Tax-exempt investments:
Obligations of states and
political subdivisions 24,342 6.28 26,903 6.74 3,995 7.83 4,933 8.36
_______ ____ _______ ____ _______ ____ ______ ____
26,100 6.30 28,690 6.77 9,356 6.95 4,933 8.36
_______ ____ _______ ____ _______ ____ ______ ____
Total investment securities $170,485 6.12% $252,714 6.49% $104,083 6.81% $28,451 7.75%
_______ ____ _______ ____ _______ ____ ______ ____
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 35 percent federal income tax rate and are adjusted to
reflect the effect of the nondeductible interest expense of owning tax-exempt
investments.
As of December 31, 1997 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
____________________________________________________
1997 1996 1995 1994 1993
____ ____ ____ ____ ____
(In thousands)
1. Real estate loans:
a. Commercial construction and land development $ 30,007 42,693 38,123 26,549 24,189
b. Secured by 1-4 family residential property,
including home equity loans 342,134 338,010 319,430 389,713 349,810
c. Other 161,989 150,395 163,739 143,960 129,574
2. Loans to financial institutions -- -- -- -- --
3. Loans to farmers 79,036 69,660 68,543 71,853 66,574
4. Commercial and industrial loans 160,428 132,395 119,368 115,280 90,521
5. Loans to individuals for personal expenditures 217,405 207,197 199,489 221,627 214,401
6. All other loans 2,190 1,594 1,501 1,232 812
_______ _______ _______ _______ _______
$993,189 941,944 910,193 970,214 875,881
_______ _______ _______ _______ _______
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, 1997 (excluding real estate loans secured by 1-4 family
residential property and loans to individuals for personal expenditures):
Loans by Maturity at December 31, 1997
________________________________________
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 $ 23,759 4,881 1,367 30,007
b. Other 41,832 60,692 59,465 161,989
2. Loans to financial institutions -- -- -- --
3. Loans to farmers 51,429 24,629 2,978 79,036
4. Commercial and industrial loans 105,597 41,077 13,754 160,428
5. All other loans 1,116 702 372 2,190
_______ _______ ______ _______
$223,733 131,981 77,936 433,650
_______ _______ ______ _______
The above loans due after one year which have predetermined and
floating interest rates follow:
Predetermined interest rates $ 59,532
_______
Floating interest rates $150,385
_______
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.
1997 1996 1995 1994 1993
____ ____ ____ ____ ____
(In thousands)
Nonaccrual $3,227 2,663 2,639 3,784 1,605
Restructured 513 568 178 298 323
Past due 90 days or more 2,972 2,936 2,802 940 2,085
_____ _____ _____ _____ _____
Nonperforming loans $6,712 6,167 5,619 5,022 4,013
_____ _____ _____ _____ _____
Interest income recorded during 1997 on nonaccrual and restructured
loans amounted to $157,000. The amount of interest income which would have
been recorded during 1997, if nonaccrual and restructured loans had been
current in accordance with the original terms, was $402,000.
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. 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, interest credited to
income in the current year is reversed and interest accrued in prior years 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, 1997, these loans amounted to less than $1 million.
As of December 31, 1997, 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 $341,000 and $488,000 at December 31, 1997, and 1996,
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
_______________________________________________
1997 1996 1995 1994 1993
____ ____ ____ ____ ____
(In thousands)
Total loans at the end of the year $993,189 941,944 910,193 970,214 875,881
_______ _______ _______ _______ _______
Average loans outstanding 970,115 919,578 945,724 936,370 802,088
_______ _______ _______ _______ _______
Allowance for loan losses -
beginning of the year $ 11,328 11,070 10,913 9,818 9,006
_______ _______ _______ _______ _______
Amount of charge-offs during year:
Real estate loans 299 479 41 83 109
Loans to financial institutions -- -- -- -- --
Loans to farmers 196 365 36 31 68
Commercial and industrial loans 890 594 340 337 54
Loans to individuals for personal expenditures 2,844 2,623 2,960 1,943 1,230
All other loans -- -- -- 48 70
_______ _______ _______ _______ _______
Total charge-offs 4,229 4,061 3,377 2,442 1,531
_______ _______ _______ _______ _______
Amount of recoveries during year:
Real estate loans 217 68 66 101 101
Loans to financial institutions -- -- -- -- --
Loans to farmers 109 138 50 146 81
Commercial and industrial loans 184 95 400 334 248
Loans to individuals for personal expenditures 1,223 1,118 1,153 947 641
All other loans -- -- -- 21 20
_______ _______ _______ _______ _______
Total recoveries 1,733 1,419 1,669 1,549 1,091
_______ _______ _______ _______ _______
Net loans charged-off during year 2,496 2,642 1,708 893 440
_______ _______ _______ _______ _______
Additions to allowance charged to operating expense 3,900 2,900 1,865 1,988 1,252
_______ _______ _______ _______ _______
Allowance for loan losses - end of the year $ 12,732 11,328 11,070 10,913 9,818
_______ _______ _______ _______ _______
Ratio of allowance to loans outstanding at end of year 1.28% 1.20 1.22 1.12 1.12
____ ____ ____ ____ ____
Ratio of net charge-offs to average loans outstanding .26% .29 .18 .10 .05
___ ___ ___ ___ ___
NOTE: The provision for loan losses charged to operating expenses is based
upon management's evaluation of the loan portfolio, past loan loss experience
and the level of the allowance for loan losses necessary to support
management's evaluation of potential losses in the loan portfolio.
Management's evaluation of the allowance for loan losses is based upon
several factors including economic conditions, historical loss and collection
experience, risk characteristics of the loan portfolio, underlying collateral
values, industry risk and credit concentrations.
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
__________________________________________________________________________________________
1997 1996 1995 1994 1993
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 53.8% 2,200 56.4% $ 2,400 57.3% $2,600 57.7% $2,400 57.5%
Loans to financial institutions -- -- -- -- -- -- -- -- -- --
Loans to farmers 1,200 8.0 1,000 7.4 1,300 7.5 1,400 7.4 1,600 7.6
Commercial and industrial loans 3,800 16.1 3,200 14.0 2,900 13.1 2,800 11.9 2,700 10.3
Loans to individuals for personal
expenditures 5,332 21.9 4,928 22.0 4,470 21.9 4,113 22.8 3,118 24.5
All other loans -- .2 -- .2 -- .2 -- .2 -- .1
______ _____ ______ _____ ______ ______ ______ _____ _____ _____
$12,732 100.0% $11,328 100.0% $11,070 100.0% $10,913 100.0% $9,818 100.0%
______ _____ ______ _____ ______ _____ ______ _____ _____ _____
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
__________________________________________
1997 1996 1995
____________ ____________ ____________
Amount Rate Amount Rate Amount Rate
______ ____ ______ ____ ______ ____
(Dollars in thousands)
Noninterest-bearing deposits $ 139,480 --% $ 131,051 --% $ 128,770 --
%
Interest-bearing deposits:
Demand 81,430 2.86 376,259 2.98 355,819 3.33
Savings 551,509 2.88 241,250 2.54 231,633 2.87
Time 567,258 5.48 583,508 5.51 626,497 5.52
_________ _________ _________
$1,339,677 $1,332,068 $1,342,719
_________ _________ _________
The following sets forth the maturity distribution of all
time deposits of $100,000 or more as of December 31, 1997:
Large Time Deposits
by Maturity at
Maturity Remaining December 31, 1997
__________________ ___________________
(In thousands)
Less than 3 months $29,676
Over 3 through 6 months 20,770
Over 6 through 12 months 15,411
Over 12 months 15,039
______
$80,896
______
VI. Return on Equity and Assets
Various operating and equity ratios for the years
indicated are presented below:
Year Ended December 31
________________________
1997 1996 1995
____ ____ ____
Return on average total assets:
Net income before deduction of minority interest 1.14% .92% .71%
Return on average equity 14.47 11.76 9.04
Common dividend payout ratio 27.03 27.24 33.82
Average equity to average assets 7.55 7.53 7.38
Equity to assets ratio 7.36 7.41 7.47
Tier 1 leverage capital ratio 7.63 7.62 7.45
Primary capital to assets 8.32 8.33 8.40
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:
1997 1996 1995
____ ____ ____
(Dollars in thousands)
Amount outstanding at December 31 $92,633 66,826 41,107
Weighted average interest rate at
December 31 4.48% 3.74 4.14
Maximum amount outstanding at any
quarter-end $92,633 73,359 41,107
Average amount outstanding during
the year $78,234 59,276 40,237
Weighted average interest rate during
the year 4.36% 4.17 4.08
Information relative to other short-term borrowings,
which consist primarily of Federal Home Loan Bank borrowings,
follows:
1997 1996 1995
____ ____ ____
(Dollars in thousands)
Amount outstanding at December 31 $73,700 34,150 2,500
Weighted average interest rate at
December 31 6.02% 5.97 4.68
Maximum amount outstanding at any
quarter-end $73,700 34,150 7,000
Average amount outstanding during
the year $53,223 17,294 6,536
Weighted average interest rate during
the year 5.98% 5.87 5.67
25
Item 2. Properties.
At December 31, 1997, the affiliated banks and subsidiaries
had 46 service locations with approximately 338,000 square feet,
all located in Iowa. Of these locations, 32 were owned by the
Company - approximately 264,000 square feet; 3 were owned
buildings on leased land - approximately 30,000 square feet and
11 were operated under lease contracts with unaffiliated parties
- - - approximately 44,000 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 25 and 32 of the
Corporation's Appendix to the Proxy Statement, filed as Exhibit
13 hereto, is incorporated herein by reference.
There were approximately 1,550 holders of record of the
Parent Company's $2.50 common stock as of March 13, 1998. The
closing bid price of the Parent Company's common stock was $20.88
on March 13, 1998.
The Parent Company increased dividends to common
shareholders in 1997 to $.273 per share, a 31.9 percent increase
over $.207 for 1996. Dividend declarations are evaluated and
determined by the Board of Directors on a quarterly basis. In
January 1998, the Board of Directors declared a dividend of $.085
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 12 of the Company's
Appendix to the Proxy Statement, 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 3 through 10 of the Company's
Appendix to the Proxy Statement, filed as Exhibit 13 hereto, is
incorporated herein by reference.
26
Item 7A. Quantitative and Qualitative Disclosure About Market
Risk.
The information appearing on page 4 of the Company's
Appendix to the Proxy Statement, filed as Exhibit 13 hereto, is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
The information appearing on pages 13 through 31 of the
Company's Appendix to the Proxy Statement, 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, 1997, 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, 1997, 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, 1997, is incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions.
All loans made by the Parent Company's affiliated banks to
directors, nominees, executive officers and associates of such
persons were made in the ordinary course of business, on
substantially the same terms, including interest rates and
collateral, as those prevailing at the time of comparable
transactions with unaffiliated persons, and did not involve more
than the normal risk of collectibility or present other
unfavorable features. There were no other reportable
transactions.
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:
27
(a) 1. Financial Statements: See the financial statements on
pages 13 through 31 of the Company's Appendix to the
Proxy Statement, 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.
3. Exhibits (not covered by independent auditors' report).
Exhibit 3
The Articles of Incorporation, as amended, and Bylaws,
as amended, of Brenton Banks, Inc.
Exhibit 10.1
Summary of the Company's Bonus Plans under which
some of the executive officers of the Company
and certain other personnel of the subsidiaries
are eligible to receive a bonus each year.
Exhibit 10.2
1996 Stock Option Plan, Administrative Rules
and Agreement under which officers of the Company
are eligible to receive options to purchase
an aggregate of 1,210,000 shares of the Company's
$2.50 par value common stock. This 1996 Stock
Option Plan, Administrative Rules and Agreement
is incorporated by reference from Form 10-Q of
Brenton Banks, Inc. for the quarter ended
September 30, 1996.
Exhibit 10.3
Directors' Incentive Plan. This Directors' Incentive
Plan is incorporated by reference from Form 10-Q of
Brenton Banks, Inc. for the quarter ended
September 30, 1995.
Exhibit 10.4
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 10.5
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 726,000 shares of
the Company's $2.50 par value common stock.
28
Exhibit 10.6
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 10.7
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 10.8
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.
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, 1995.
Exhibit 10.9
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 10.10
Short-term note with American National Bank & Trust
Company of Chicago as of April 30, 1997, setting
forth the terms of the Parent Company's
$2,000,000 short-term debt agreement.
Exhibit 10.11
Data Processing Agreement dated December 1, 1991
by and between ALLTEL Information Services,
Inc., (formerly Systematics, Inc.) and Brenton
Bank (formerly 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, 1996.
29
Exhibit 10.12
Correspondent Services Agreement dated
November 13, 1996 between Brenton Bank and the
Federal Home Loan Bank of Des Moines.
This Correspondent Services Agreement is
incorporated by reference from Form 10-K
of Brenton Banks, Inc. for the year ended
December 31, 1996.
Exhibit 10.13
Adoption Agreement #003 - Nonstandardized Code
Section 401(k) Profit Sharing Plan, effective
November 14, 1996. This Adoption Agreement
#003 is incorporated by reference from Form
10-K of Brenton Banks, Inc. for the year ended
December 31, 1996.
Exhibit 10.14
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 10.15
Indenture Agreement with respect to Capital
Notes dated April 14, 1992.
Exhibit 10.16
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, 1996.
Exhibit 10.17
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, 1996.
Exhibit 10.18
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 10.19
Indenture Agreement with respect to Capital
Notes dated April 10, 1995. This Indenture
Agreement is incorporated by reference from Form
10-K of Brenton Banks, Inc. for the year
ended December 31, 1995.
30
Exhibit 10.20
Indenture Agreement with respect to Capital
Notes dated April 10, 1996. This Indenture
Agreement is incorporated by reference from
Form 10-K of Brenton Banks, Inc. for the year
ended December 31, 1996.
Exhibit 10.21
Indenture Agreement with respect to Capital
Notes dated April 23, 1997.
Exhibit 10.22
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 10.23
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 10.24
Split Dollar Insurance Agreement between the
Company and Brenton Life Insurance Trust
for the benefit of Junius C. Brenton, dated
January 12, 1997. This Split Dollar Insurance
Agreement is incorporated by reference from
Form 10-K of Brenton Banks, Inc. for the year
ended December 31, 1996.
Exhibit 10.25
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 10.26
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 10.27
Agreement between Norman D. Schuneman 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, 1995.
31
Exhibit 10.28
Twelfth Amendment to Data Processing Agreement
dated July 1, 1995, by and between ALLTEL
Information Services, Inc. (formerly Systematics, Inc.
and Systematics Financial Services, Inc.) and Brenton
Bank (formerly Brenton Bank Services Corporation).
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 10.29
Thirteenth Amendment to Data Processing
Agreement dated December 1, 1995, by and
between ALLTEL Information Services, Inc. (formerly
Systematics Financial Services, Inc.) and Brenton
Bank (formerly Brenton Bank Services Corporation).
This Thirteenth Amendment to Data Processing Agreement
is incorporated by reference from Form 10-K of Brenton
Banks, Inc. for the year ended December 31, 1995.
Exhibit 11
Statement of computation of earnings per share.
Exhibit 12
Statement of computation of ratios.
Exhibit 13
The Appendix to the Proxy Statement for Brenton Banks,
Inc. for the 1997 calendar year.
Exhibit 21
Subsidiaries.
Exhibit 23
Consent of KPMG Peat Marwick LLP to the incorporation
of their report dated January 30, 1998, relating to
certain consolidated financial statements 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).
Exhibit 27.1
Restated Financial Data Schedule (filed only with
Electronic Transmission).
Exhibit 27.2
Restated Financial Data Schedule (filed only with
Electronic Transmission).
32
Exhibit 27.3
Restated 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 1997.
33
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 12, 1998
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 12, 1998
By /s/ Robert L. DeMeulenaere
President and Director
ROBERT L. DEMEULENAERE
Principal Executive Officer
Date: March 12, 1998
34
By /s/ Steven T. Schuler
Chief Financial Officer/Treasurer/Secretary
STEVEN T. SCHULER
Chief Financial Officer
Chief Accounting Officer
Date: March 12, 1998
BOARD OF DIRECTORS
By /s/ William H. Brenton
WILLIAM H. BRENTON
Date: March 12, 1998
By /s/ Junius C. Brenton
JUNIUS C. BRENTON
Date: March 12, 1998
By /s/ R. Dean Duben
R. DEAN DUBEN
Date: March 12, 1998
By /s/ Hubert G. Ferguson
HUBERT G. FERGUSON
Date: March 12, 1998
By /s/ Gary M. Christensen
GARY M. CHRISTENSEN
Date: March 12, 1998
By
ROBERT J. CURREY
Date:
35
EXHIBIT INDEX
Exhibits Page
Exhibit 3
The Articles of Incorporation, as amended, and Bylaws,
as amended, of Brenton Banks, Inc. . . . . . . . . . . . 41
Exhibit 10.1
Summary of the Company's Bonus Plans under which some
of the executive officers of the Company and certain
other personnel of the subsidiaries are eligible to
receive a bonus each year. . . . . . . . . . . . . . . . .101
Exhibit 10.2
1996 Stock Option Plan, Administrative Rules and
Agreement under which officers of the Company are
eligible to receive options to purchase an aggregate
of 1,210,000 shares of the Company's $2.50 par value
common stock. This 1996 Stock Option Plan, Administrative
Rules and Agreement is incorporated by reference from
Form 10-Q of Brenton Banks, Inc. for the quarter ended
September 30, 1996. . . . . . . . . . . . . . . . . . . . 103
Exhibit 10.3
Directors' Incentive Plan. This Directors' Incentive
Plan is incorporated by reference from Form 10-Q of
Brenton Banks, Inc. for the quarter ended September 30,
1995.. . . . . . . . . . . . . . . . . . . . . . . . . . 104
Exhibit 10.4
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.. . . . . . . . . . . . . . . . . . . . . . . . . . 105
Exhibit 10.5
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
726,000 shares of the Company's $2.50 par value common
stock.. . . . . . . . . . . . . . . . . . . . . . . . . 106
36
Exhibit 10.6
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.. . . . . . . . . . . . 120
Exhibit 10.7
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. . . . . . . . . . . .. 121
Exhibit 10.8
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. 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, 1995.. . . . . . . . . . . . . . . 122
Exhibit 10.9
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.. . . . . . . . . . . . . . . . . . . . 123
Exhibit 10.10
Short-term note with American National Bank & Trust
Company of Chicago as of April 30, 1997, setting forth
the terms of the Parent Company's $2,000,000 short-term
debt agreement. . . . . . . . . . . . . . . . . . . . .. 124
Exhibit 10.11
Data Processing Agreement dated December 1, 1991 by and
between ALLTEL Information Services, Inc., (formerly
Systematics, Inc.) and Brenton Bank (formerly 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, 1996. . . . 130
37
Exhibit 10.12
Correspondent Services Agreement dated November 13, 1996
between Brenton Bank and the Federal Home Loan Bank of
Des Moines. This Correspondent Services Agreement is
incorporated by reference from Form 10-K of Brenton Banks,
Inc. for the year ended December 31, 1996. . . . . . . 131
Exhibit 10.13
Adoption Agreement #003 - Nonstandardized Code Section
401(k) Profit Sharing Plan, effective November 14, 1996.
This Adoption Agreement #003 is incorporated by reference
from Form 10-K of Brenton Banks, Inc. for the year ended
December 31, 1996. . . . . . . . . . . . . . . . . . . . 132
Exhibit 10.14
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. . . . . . . . . . . . . . . 133
Exhibit 10.15
Indenture Agreement with respect to Capital Notes dated
April 14, 1992.. . . . . . . . . . . . . . . . . . . . . . 134
Exhibit 10.16
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, 1996. . . . . . . . . . . . . . 152
Exhibit 10.17
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, 1996. . . . . 153
Exhibit 10.18
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.. . . .. 154
Exhibit 10.19
Indenture Agreement with respect to Capital Notes
dated April 10, 1995. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc. for the year ended December 31, 1995.. . . . 155
Exhibit 10.20
Indenture Agreement with respect to Capital Notes
dated April 10, 1996. This Indenture Agreement is
incorporated by reference from Form 10-K of Brenton
Banks, Inc. for the year ended December 31, 1996. . . . 156
38
Exhibit 10.21
Indenture Agreement with respect to Capital Notes
dated April 23, 1997. . . . . . . . . . . . . . . . . . . 157
Exhibit 10.22
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.. . . . . . . . . . . . . . . . . . . . 159
Exhibit 10.23
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. . . . . . . . . . . . . . . . . . . . 160
Exhibit 10.24
Split Dollar Insurance Agreement between the Company
and Brenton Life Insurance Trust for the benefit of
Junius C. Brenton, dated January 12, 1997..This Split
Dollar Insurance Agreement is incorporated by reference
from Form 10-K of Brenton Banks, Inc. for the year ended
December 31, 1996. . . . . . . . . . . . . . . . . . . 161
Exhibit 10.25
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. . . . . . . . . . . . . 162
Exhibit 10.26
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. . . . . . . . . . . . . . . 163
Exhibit 10.27
Agreement between Norman D. Schuneman 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, 1995. . . . . . . . . . . . . . . 164
39
Exhibit 10.28
Twelfth Amendment to Data Processing Agreement dated
July 1, 1995, by and between ALLTEL Information
Services, Inc. (formerly Systematics, Inc. and Systematics
Financial Services, Inc.) and Brenton Bank (formerly
Brenton Bank Services Corporation). 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. . . . . . . . . . . 165
Exhibit 10.29
Thirteenth Amendment to Data Processing Agreement dated
December 1, 1995, by and between ALLTEL Information
Services, Inc. (formerly Systematics Financial Services,
Inc.) and Brenton Bank (formerly Brenton Bank Services
Corporation). This Thirteeneth Amendment to Data
Processing Agreement is incorporated by reference from
Form 10-K of Brenton Banks, Inc. for the year ended
December 31, 1995. . . . . . . . . . . . . . . . . . . . . 166
Exhibit 11
Statement of computation of earnings per share. . . . . . 167
Exhibit 12
Statement of computation of ratios. . . . . . . . . . . . 169
Exhibit 13
The Appendix to the Proxy Statement for Brenton Banks,
Inc. for the 1997 calendar year. . . . . . . . . . . . . 173
Exhibit 21
Subsidiaries. . . . . . . . . . . . . . . . . . . . . . 209
Exhibit 23
Consent of KPMG Peat Marwick LLP to the incorporation
of their report dated January 30, 1998, relating to
certain consolidated financial statements of Brenton
Banks, Inc. into the Registration Statement on Form S-8
of Brenton Banks, Inc. . . . . . . . . . . . . . . . . . 211
Exhibit 27
Financial Data Schedule (filed only with Electronic
Transmission). . . . . . . . . . . . . . . . . . . . . . 213
Exhibit 27.1
Restated Financial Data Schedule (filed only with
Electronic Transmission). . . . . . . . . . . . . . . . 214
Exhibit 27.2
Restated Financial Data Schedule (filed only with
Electronic Transmission). . . . . . . . . . . . . . . . 215
Exhibit 27.3
Restated Financial Data Schedule (filed only with
Electronic Transmission). . . . . . . . . . . . . . . 216
40