SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarterly Period Ended Commission File No. 000-33411
March 31, 2002
NEW PEOPLES BANKSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
Virginia 54-1880861
- --------------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2 Gent Drive
Honaker, Virginia 24260
(Address of Principal Executive Office) (Zip Code)
(540) 873-6288
--------------------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) 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 requirement for the past 90 days. Yes X No
------ -------
The number of shares of common stock of the registrant outstanding as of
May 1, 2002 was 6,000,000.
1
NEW PEOPLES BANKSHARES, INC.
INDEX
Page
PART I FINANCIAL INFORMATION 2
Item 1. Financial Statements
Consolidated Statements of Income - Three Months
Ended March 31, 2002 and 2001 2
Consolidated Balance Sheets - March 31, 2002 and
December 31, 2001 3
Consolidated Statements of Changes in Stockholders' Equity -
Three Months Ended March 31, 2002 and 2001 4
Consolidated Statements of Cash Flows - Three Months
Ended March 31, 2002 and 2001 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II OTHER INFORMATION 13
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8K 13
SIGNATURES 14
2
Part I Financial Information
Item 1 Financial Statements
NEW PEOPLES BANKSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(UNAUDITED)
2002 2001
Interest Income
Loans $ 3,882,971 $ 3,314,395
Federal funds sold 42,653 146,574
Other investments 44,506 89,870
---------- ----------
Total Interest Income 3,970,130 3,550,839
---------- ----------
Interest Expense
Interest on deposits 1,575,402 2,053,554
---------- ----------
Total Interest Expense 1,575,402 2,053,554
---------- ----------
Net Interest Income 2,394,728 1,497,285
Provision for Loan Losses 130,000 159,000
---------- ----------
Net Interest Income After Provision for Loan Losses 2,264,728 1,338,285
---------- ----------
Noninterest Income
Service charges, fees and commissions 131,608 115,366
Other operating income 166,928 12,704
---------- ----------
Total Noninterest Income 298,536 128,070
---------- ----------
Noninterest Expense
Salaries and employee benefits 900,996 704,313
Occupancy expense 85,808 167,000
Other operating expenses 706,894 310,408
---------- ----------
Total Noninterest Expenses 1,693,698 1,181,721
---------- ----------
Income Before Income Taxes 869,566 284,634
Income Tax Expense 290,464 94,969
---------- ----------
Net Income $ 579,102 $ 189,665
========== ==========
Net Income Per Share (Basic and Diluted) $ 0.10 $ 0.03
========== ==========
Weighted Average Shares Outstanding 1 6,000,000 6,000,000
Diluted Weighted Average Shares Outstanding 6,073,143
1 Prior year restated to reflect 2 for 1 stock split.
The accompanying notes are an integral part of these statements.
3
NEW PEOPLES BANKSHARES, INC.
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2002 2001
(Unaudited) (Audited)
ASSETS
Cash and due from banks $ 6,277,243 $ 8,160,163
Federal funds sold 4,164,000 3,387,000
----------- -----------
Total Cash and Cash Equivalents 10,441,243 11,547,163
Securities held to maturity 8,156,987 5,657,937
Loans, net of allowance for loan losses
of $1,898,150 at March 31, 2002, and
$1,792,850 at December 31, 2001 187,864,577 177,422,689
Bank premises and equipment net 8,985,483 8,365,639
Federal Reserve Bank stock (restricted) 529,250 529,250
Accrued interest receivable 1,464,033 1,637,979
Investment in life insurance contracts 7,500,000 7,500,000
Other assets 1,471,390 1,592,397
----------- -----------
Total Assets $226,412,963 $214,253,054
=========== ===========
LIABILITIES
Deposits:
Demand deposits:
Noninterest bearing $ 19,055,608 $ 15,798,126
Interest bearing 8,326,406 7,535,247
Savings deposits 21,436,586 18,646,950
Other time deposits 156,505,680 152,031,073
----------- -----------
Total Deposits 205,324,280 194,011,396
Accrued interest payable 595,429 687,354
Income taxes payable 750,009 459,545
Accrued expenses and other liabilities 273,069 203,685
----------- -----------
Total Liabilities 206,942,787 195,361,980
----------- -----------
STOCKHOLDERS' EQUITY
Common stock - (12,000,000 shares authorized)
3,000,000 shares issued and outstanding
$4.00 par value 12,000,000
6,000,000 shares issued and outstanding
$2.00 par value 12,000,000
Paid-in-surplus 5,964,331 5,964,331
Retained earnings 1,505,845 926,743
----------- -----------
Total Stockholders' Equity 19,470,176 18,891,074
----------- -----------
Total Liabilities and Stockholders' Equity $226,412,963 $214,253,054
=========== ===========
The accompanying notes are an integral part of these statements.
4
NEW PEOPLES BANKSHARES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(UNAUDITED)
Retained
Common Paid in Earnings
Stock Capital (Deficit) Total
Balance, December 31, 2000 $12,000,000 $ 5,964,331 $ (81,922) $17,882,409
Net Income 189,665 189,665
---------- ---------- ---------- ----------
Balance March 31, 2001 $12,000,000 $ 5,964,331 $ 107,743 $18,072,074
========== ========== ========== ==========
Balance, December 31, 2001 $12,000,000 $ 5,964,331 $ 926,743 $18,891,074
Net Income 579,102 579,102
---------- ---------- ---------- ----------
Balance March 31, 2002 $12,000,000 $ 5,964,331 $ 1,505,845 $19,470,176
========== ========== ========== ==========
The accompanying notes are an integral part of these statements.
5
NEW PEOPLES BANKSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(UNAUDITED)
2002 2001
Operating Activities:
Net income $ 579,102 $ 189,665
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 130,000 159,000
Depreciation 180,618 119,255
Income from life insurance contracts (105,048)
Net change in:
Interest receivable 173,946 80,028
Other assets 226,055 20,042
Accrued expense and other liabilities 267,923 47,919
----------- -----------
Net Cash Provided by Operating Activities 1,452,596 615,909
----------- -----------
Investing Activities:
Payments for the purchase of property (800,462) (910,141)
Net change in loans (10,571,888) (15,135,918)
Purchase of securities held to maturity (2,499,050) (6,165,862)
Sale of securities available for sale 6,969,076
----------- -----------
Net Cash Used in Investing Activities (13,871,400) (15,242,845)
----------- -----------
Financing Activities:
Net change in:
Demand and saving deposits 6,838,277 2,496,960
Time deposits 4,474,607 11,580,386
----------- -----------
Net Cash Provided by Financing Activities 11,312,884 14,077,346
----------- -----------
Net Decrease in Cash and Cash Equivalents (1,105,920) (549,590)
Cash and Cash Equivalents, Beginning of Period 11,547,163 7,871,754
----------- -----------
Cash and Cash Equivalents, End of Period $ 10,441,243 $ 7,322,164
=========== ===========
Supplemental Disclosure of Cash Paid:
Interest $ 1,667,326 $ 2,040,042
The accompanying notes are an integral part of these statements.
6
NEW PEOPLES BANKSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 ACCOUNTING PRINCIPLES:
The financial statements conform to U.S. generally accepted
accounting principles and to general industry practices. In the
opinion of management, the accompanying unaudited
financial statements contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial
position as of March 31, 2002, and the results of operations for the
three month periods ended March 31, 2002 and 2001. The notes included
herein should be read in conjunction with the notes to financial
statements included in the 2001 annual report to stockholders
of New Peoples Bankshares, Inc.
The Company does not expect the anticipated adoption of any newly
issued accounting standards to have a material impact on future
operations or financial position.
NOTE 2 SECURITIES HELD TO MATURITY:
The amortized cost and estimated fair value of held to security
securities as of March 31, 2002, are as follows:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
State, County &
Municipal $6,100,000 $ 3,000 $ $6,103,000
U.S. Government Agency 2,056,987 16,013 2,073,000
--------- -------- -------- ---------
Total Securities
Held to
Maturity $8,156,987 $ 19,013 $ $8,176,000
========= ======== ======== =========
Securities Held to Maturity
December 31, 2001
U.S. Government
agencies $5,555,840 $ 43,027 $ $5,598,867
Municipal governments 102,097 3,787 105,884
--------- -------- -------- ----------
Total Securities Held
to Maturity $5,657,937 $ 46,814 $ $5,704,751
========= ======== ======== ==========
NOTE 3 LOANS:
Loans receivable outstanding are summarized as follows: (Rounded to
the nearest thousand.)
March 31, December 31,
2002 2001
Commercial, financial and agricultural $ 37,021,000 $ 35,168,000
Real estate - construction 4,155,000 3,845,000
Real estate - mortgages 105,002,000 98,229,000
Installment loans to individuals 43,585,000 41,974,000
------------ -----------
Loans Receivable $ 189,763,000 $179,216,000
============ ===========
7
NEW PEOPLES BANKSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 ALLOWANCE FOR LOAN LOSSES:
Transactions in the Bank's allowance for loan losses are shown
in the following schedule:
For the Three Months Ended
March 31, March 31,
2002 2001
----------- -------------
Balance, beginning of period $1,792,850 $1,311,348
Provision for loan losses 130,000 159,000
Charge-offs (47,978) (7,686)
Recoveries 23,278
--------- ---------
Balance, End of Period $1,898,150 $1,462,662
========= =========
NOTE 5 COMMON STOCK:
On December 12, 2001, the Board of Directors approved a 2 for 1
stock split to shareholders of record on January 1, 2002 by reducing
the par value of common stock from $4 to $2 per share. This split
resulted in an additional 3,000,000 shares of stock outstanding.
NOTE 6 EARNINGS PER SHARE:
The weighted average shares outstanding used for the calculation of
earnings per share has been adjusted to reflect the 2 for 1 stock
split that was effective January 1, 2002. Diluted earnings per share
has been calculated for the current quarter to reflect the dilutive
effect of the 256,000 exercisable outstanding options granted to
employees and directors of the Bank. The dilution calculation assumes
that all options were exercised at the beginning of the period
and that the proceeds were used to purchase common stock at the
average market price during the period.
8
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
On September 27, 2001, the shareholders of the New Peoples Bank, Inc.
approved a plan of reorganization under which the shareholders of the Bank
exchanged their common stock for common stock in New Peoples Bankshares Inc. On
November 30, 2001, the reorganization was completed and the Bank became a wholly
owned subsidiary of New Peoples Bankshares. The accompanying financial
information reflects the transactions of the Bank for the period ended March 31,
2001 and the consolidated transactions of the Company and the Bank for the
period ended March 31, 2002.
The Bank opened for business on October 28, 1998 and has achieved
outstanding growth. As of March 31, 2002, the Bank had total deposits of
$205,324,280 and total loans of $189,762,727.
The Company's net income for the three months ended March 31, 2002 was
$579,102 compared with income of $189,665 for the three months ended March 31,
2001. Net income per share was $.10 compared with $.03 for the prior period.
For the foreseeable future, management will continue its strategy of
providing personal and customized financial services to individuals, small to
medium size businesses and the professional community. The Bank will strive to
serve the banking needs of its customers by developing personal, hometown
relationships.
Net Interest Margin
The net interest margin on earning assets was 4.86% for the quarter ended
March 31, 2002 and 3.88% for the first three months of 2001. Interest rates were
lower during the first three months of 2002 compared with the same period in
2001 in response to interest rate cuts by the Federal Reserve bank. The average
yield on earning assets decreased 114 basis points and the average cost of funds
decreased 262 basis points resulting in the increase in the net interest margin.
Because of a strong loan demand, the Company was able to maintain the yield on
loans of 8.46% during the current period compared with 9.61% for the prior
period. The Bank continues to offer attractive loan and deposit rates in order
to attract new customers. Table I shows the rates paid on earning assets and
deposit liabilities.
Provision for Loan Losses
The provision for loan losses for the first three months of 2002 was
$130,000 compared with $159,000 for the same period of 2001. Loan charge-offs
for the first three months of 2002 were $47,978 and recoveries were $23,278
resulting in an allowance for loan losses of $1,898,150 (approximately 1% of
total loans).
The calculation of the allowance for loan losses is considered a critical
accounting policy. For each period presented, the provision for loan losses
charged to operations is based on management's judgment after taking into
consideration all factors connected with the collectibility of the existing
portfolio. Management evaluates the loan portfolio in light of economic
conditions, changes in the nature and volume of the portfolio, industry
historical experience, adverse situations that may affect the borrowers ability
to repay and other relevant factors. Specific factors considered by management
in determining the amounts charged to operations include internally generated
loan review reports, past due reports and industry historical loan loss
experience. This review also considers concentrations of loans in terms of
geography, business type or level of risk. Management evaluates nonperforming
loans relative to their collateral value and makes appropriate adjustments to
the allowance for loan losses when needed. This evaluation is inherently
subjective as it requires estimates that are susceptible to significant revision
as more information becomes available.
9
Provision for Loan Losses (Continued)
Since the Bank is relatively new and the loan portfolio is not mature,
industry historical loss percentages established by the regulatory
authorities are used when calculating the allowance. As the loan portfolio
matures, a loss rate specific to this Bank will emerge and these loss
percentages will be applied to the loan portfolio. This will result in a more
accurate allowance for loan loss calculation that is tailored to reflect the
risk associated with the Bank's loan portfolio.
Noninterest Income
Noninterest income increased from $128,070 in the first three months of 2001
to $298,536 in the first three months of 2002. Part of the increase is due to
income of $105,408 on the life insurance agreements entered into in December of
2001. The remaining increase in service charges, fees and commissions is
consistent with the growth in average assets of the Bank.
Noninterest income as a percentage (annualized) of average assets
increased from .31% for the first quarter of 2001 to .54% for the first three
months of 2002.
Noninterest Expense
Noninterest expense increased from $1,181,721 in the first quarter of 2001
to $1,693,698 in the first three months of 2002. The increase was due to
additional staffing and expenses associated with the new branches opened and the
general growth in operations. Noninterest expenses as a percentage (annualized)
of average assets increased from 2.87% for the first three months of 2001 to
3.06% for the first three months of 2002.
Bank Premises
At December 31, 2001, the Bank had full service branches in Honaker, Weber
City, Castlewood, Haysi, Pounding Mill and Lebanon, Virginia and Princeton, West
Virginia. The Bank also had loan production offices in Norton, Clintwood, and
Abingdon, Virginia.
On January 3, 2002, the bank opened a branch in Gate City, Virginia. The
branch is a 3,600 square foot brick building situated on a one acre lot. It
contains a full service branch with two drive-thru lanes and an ATM. The branch
is located at 326 East Jackson Street, Gate City, Virginia 24251.
Land has been purchased and construction has begun for a full service branch
in Clintwood, Virginia which will replace the current loan production office.
Estimated costs are $475,000 for premises and $200,000 for furniture and
equipment. The projected opening date is May 15, 2002.
Property that includes a former bank building has been purchased in
Tazewell, Virginia for a price of $262,500. However, a one year clause
restricting banking operations accompanies the purchase.
Management will continue to investigate and consider other possible sites
that would enable the Bank to profitably serve its chosen market area.
Additional purchases of premises and equipment for the year 2002 will depend on
the decision to open additional branches.
Loans
Total loans have increased $10,547,188 during the first three months of 2002
to $189,762,727. A schedule of loans by type is shown in Note 3 to the financial
statements. Approximately 58% of the loan portfolio is secured by real estate.
10
Loan Portfolio Risk Factors
Nonaccrual and past due loans are shown in the following schedule.
Management has not identified any additional loans as "troubled debt
restructurings" or "potential problem loans."
March 31, December 31,
2002 2001
Principal: (In Thousands)
Nonaccrual and past due loans:
Nonaccruing loans $ 40 $ 47
Loans past due 90 days or more
and still accruing 19 29
----- -----
Total $ 59 $ 76
===== =====
Percent of total loans 0.03% 0.04%
Deposits
The Bank's deposits increased $11,312,884 during the first quarter of 2002
to $205,324,280 at March 31, 2002. A schedule of deposits by type is shown in
the balance sheet. Time deposits of $100,000 or more equaled 19.3% of total
deposits at March 31, 2002 and 20.0% at December 31, 2001. A maturity schedule
of deposits is included in Table II.
Capital
Capital as a percentage of total assets was 8.6% at March 31, 2002, which
exceeded regulatory requirements. On January 1, 2002, the Board approved a 2 for
1 stock split to shareholders of record on that date. Based on the current
growth rate and capital percentage it is likely that the Bank will need to raise
additional capital in the near future.
Liquidity and Interest Sensitivity
At March 31, 2002, the Company had liquid assets of approximately $10.4
million in the form of cash, federal funds sold, deposits in other banks.
Management believes that the Company's liquid assets are adequate at March 31,
2002. Additional liquidity will be provided by the growth in deposit accounts
and loan repayments. In the event the Company would need additional funds, it
has the ability to purchase federal funds under established lines of credit of
$3.5 million.
At March 31, 2002, the Company had a negative cumulative Gap Rate
Sensitivity Ratio of 28.73% for the one year repricing period. This
generally indicates that earnings would improve in a declining interest rate
environment as liabilities reprice more quickly than assets. Conversely,
earnings would probably decrease in periods during which interest rates are
increasing. Management constantly monitors the Bank's interest rate risk and has
decided that the current position is an acceptable risk for a growing community
bank operating in a rural environment. Table II shows the Company's interest
sensitivity by year.
Employees
The Company's full time equivalent employees have increased from 111 at
December 31, 2001 to 112 at March 31, 2002. Future increases in the number of
employees will depend on the selection and approval of new branches.
11
Table I
NEW PEOPLES BANKSHARES, INC.
NET INTEREST MARGIN ANALYSIS
AVERAGE BALANCE SHEET
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(In thousands of dollars)
---------------- 2002 ------- -------------- 2001 -----------
Average Average Average Average
Balance Income/ Rates Balance Income/ Rates
Sheet Expense Earned/Paid Sheet Expense Earned/Paid
ASSETS
Loans including fees $183,587 $ 3,883 8.46% $137,957 $ 3,314 9.61%
Federal Funds sold 10,295 43 1.67 10,519 147 5.59
Other investments 3,255 44 5.41 5,941 90 6.06
------- ------- ----- ------- ------- -----
Total Earning Assets 197,137 3,970 8.06 154,417 3,551 9.20
Allowance for loans
losses (1,826) (1,368)
Non-earning assets 25,941 11,741
------- -------
Total Assets $221,252 $164,790
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Demand - Interest
bearing $ 8,101 $ 26 1.28% $ 4,933 $ 30 2.43%
Savings 19,830 96 1.94 8,439 77 3.65
All other time
deposits 155,351 1,453 3.74 122,172 1,947 6.37
------- ------- ---- ------- ------- -----
Total Deposits 183,282 1,575 3.44 135,544 2,054 6.06
------- ----- ------- -----
Non-interest bearing
deposits 17,215 10,071
Other liabilities 1,470 1,137
------- -------
Total Liabilities 201,967 146,752
Stockholders' Equity 19,285 18,038
------- -------
Total Liabilities and
Stockholders' Equity $221,252 $164,790
======= =======
Net Interest Earnings $ 2,395 $ 1,497
======= =======
Net Yield on Interest
Earning Assets 4.86% 3.88%
==== ====
12
Table II
NEW PEOPLES BANKSHARES, INC.
INTEREST SENSITIVITY ANALYSIS
(In thousands of dollars)
1-90 91-365 Over 5
Uses of Funds Days Days Year 2 Year 3 Year 4 Year 5 Years Total
- ------------- ---- ---- ------ ------ ------ ------ ----- -----
Loans $ 32,683 $ 67,505 $ 36,840 $ 23,320 $ 12,236 $ 7,483 $ 9,696 $189,763
Federal funds sold 4,164 4,164
Total investments 5,998 2,057 102 529 8,686
----- ----- ----- ------- ------- ------- ------- -------
Total 42,845 69,562 36,840 23,422 12,236 7,483 10,225 202,613
-------- ------- ------- -------- ------- ------- ------- --------
Sources of Funds
Deposits
Demand and savings 29,763 29,763
Time deposits
< $100M 43,422 62,681 5,261 1,960 2,979 500 116,803
Time deposits
> $100M 16,010 18,752 2,295 842 1,704 100 39,703
------- ------- ------ ------ ------- ----- ------ ------
Total Deposits 89,195 81,433 7,556 2,802 4,683 600 186,269
------ ------- ------ ------ ------ ----- ------ ------
Discrete Gap (46,350) (11,871) 29,284 20,620 7,553 6,883 10,225 16,344
Cumulative Gap (46,350) (58,221) (28,937) (8,317) (764) 6,119 16,344
Ratio of Cumulative
Gap To Total
Earning Assets (22.87)% (28.73)% (14.28)% (4.10)% (0.38)% 3.02% 8.07%
Table II reflects the earlier of the maturity or repricing dates for various
assets and liabilities at March 31, 2002. In preparing the above table, no
assumptions are made with respect to loan prepayments or deposit run offs. Loan
principal payments are included in the earliest period in which the loan matures
or can be repriced. Principal payments on installment loans scheduled prior to
maturity are included in the period of maturity or repricing. Proceeds from the
redemption of deposits in other banks are included in the period of maturity.
See Accountants' Report.
13
Part II Other Information
Item 1. Legal Proceedings - Not Applicable
Item 2. Changes in Securities - Not Applicable
Item 3. Defaults Upon Senior Securities - Not Applicable
Item 4. Submission of Matters to a Vote
of Security Holders - Not Applicable
Item 5. Other Information - Not Applicable
Item 6. Exhibits and Reports on 8-K -
(a) Exhibits
The following exhibits are filed as part of this Form 10-Q, and this list
includes the exhibit index:
No. Description
2 Agreement and Plan of Share Exchange dated August 15, 2001 (1)
3.1 Articles of Incorporation of Registrant (1)
3.2 By Laws of Registrant (1)
10.1 Stock Option Plan (2)
(1) Incorporated by reference to Exhibits to Form 8K filed by New
Peoples Bankshares, Inc. on December 12, 2001
(2) Incorporated by reference to Exhibits to Form 10-Q filed by New
Peoples Bankshares, Inc. on March 31, 2002.
(b) No Reports on Form 8-K were filed during the first quarter of 2002.
14
Signature
Pursuant to the requirements 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.
NEW PEOPLES BANKSHARES, INC.
By: /s/ KENNETH D. HART
----------------------------------
Kenneth D. Hart
President and Chief Executive
Officer
By: /s/ FRANK SEXTON, JR.
----------------------------------
Frank Sexton, Jr.
Executive Vice President and
Cashier
May 9, 2002