SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year Ended June 30, 2002
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to ____________________
Commission File No. 0-23645
LEEDS FEDERAL BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
United States 52-2062351
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1101 Maiden Choice Lane, Baltimore, Maryland 21229
(Address of Principal Executive Offices) Zip Code
(410) 242-1234
(Registrant's telephone number)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par
value $1.00 per
share
(Title of Class)
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 twelve months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
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 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, computed by reference to the closing sales price of the
Registrant's stock, as reported on the Nasdaq National Market on August 20,
2002, was approximately $33.6 million. This amount includes shares held by the
Registrant's ESOP, and excludes shares held by Leeds Federal Bankshares, M.H.C.,
and the Registrant's directors and senior officers. As of August 20, 2002, there
were issued and outstanding 4,550,931 shares of the Registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The table below sets forth certain information, as of November 7, 2002,
regarding members of the board, including the terms of office of board members,
and executive officers who are not directors.
Positions Director Current Shares
Held in the Since Term Beneficially Percent
Name (1) Age Company (2) to Expire Owned (3) Of Class
- ----------------------------- ----- -------------------------- -------- ---------- ------------- ---------
Nominee:
- -------
Gordon E. Clark 60 President, Chief Executive 1976 2002 85,275(4) 1.5%
Officer and Director
Directors Continuing In Office:
- -------------------------------
Raymond J. Hartman, Jr. 64 Director 1988 2003 17,332(5) *
Joan H. McCleary 68 Director 1983 2003 11,815 *
John F. Amer 76 Chairman 1977 2004 23,714(6) *
Marguerite E. Wolf 75 Vice Chairman and Director 1971 2004 22,325(7) *
Executive Officers Who Are Not Directors:
- ----------------------------------------
Dale R. Douglas 60 Senior Vice President N/A N/A 33,591(8) *
Kathleen G. Trumpler 64 Treasurer N/A N/A 35,349(9) *
- -----------------------------------------
<FN>
* Less than 1%.
(1) The mailing address for each person listed is 1101 Maiden Choice Lane,
Baltimore, Maryland 21229. Each of the directors listed is also a director
of Leeds MHC.
(2) Reflects initial appointment to the board of directors of Leeds Federal
Savings Bank.
(3) See definition of "beneficial ownership" in the table in "Security Ownership
of Directors and Management."
(4) Includes options to purchase 36,000 shares of Leeds Federal Bankshares, Inc.
common stock.
(5) Includes options to purchase 13,692 shares of Leeds Bankshares common stock.
(6) Includes options to purchase 20,714 shares of Leeds Bankshares common stock.
(7) Includes options to purchase 14,541 shares of Leeds Bankshares common stock.
(8) Includes options to purchase 12,750 shares of Leeds Bankshares common stock.
(9) Includes options to purchase 15,000 shares of Leeds Bankshares common stock.
</FN>
The principal occupation during the past five years of each director
and officer of Leeds Bankshares is set forth below. All directors have held
their present positions for five years unless otherwise stated.
John F. Amer has been a director of Leeds Federal since 1977, and
Chairman since 1993. Mr. Amer, currently retired, is the former President of
James Gibbons Co., Vice President of the Mental Health Advisory Board of Howard
County, and President of the National Association for the Mentally Ill of Howard
County.
Gordon E. Clark has been President and Chief Executive Officer of Leeds
Federal since 1980. He has been an employee since 1965. He is a member of the
boards of St. Agnes Hospital, Consumer Credit Counseling Service of Maryland and
Delaware and Community College of Baltimore, Catonsville Campus.
Dale R. Douglas is Senior Vice President and has been employed by Leeds
Federal since 1992.
Raymond J. Hartman, Jr. is a consultant at Hubbard Funeral Home, Inc.
He has been a director since 1988 and is active in various community and
charitable organizations. Mr. Hartman is a charter member and past president of
the Arbutus Business and Professional Association and immediate past President
of the Lions Club of Arbutus.
Joan H. McCleary was employed by Leeds Federal from 1975 until her
retirement from Leeds Federal as Vice President and Secretary in July 1996. Ms.
McCleary was appointed Secretary in 1977 and Vice President in 1988, and has
served as a director since 1983. She is past President of the Financial Managers
Society, Maryland Chapter.
Kathleen G. Trumpler is Treasurer and has been employed by Leeds
Federal since 1987. Ms. Trumpler is a past President of the Financial Managers
Society, Maryland Chapter.
Marguerite E. Wolf is retired as the secretary to Robert J. Brannan,
Attorney. She has been a director since 1971 and Vice Chairman of the Board
since June 1993.
ITEM 11. Executive Compensation
Directors' Compensation
Fees. Directors are not compensated for their service on the board of
Leeds Bankshares. However, during the fiscal year ended June 30, 2002, directors
Amer, Clark, McCleary, Wolf and Hartman received directors' fees for their
service on the board of directors of Leeds Federal of $33,825, $0, $28,699,
$30,907, and $30,355, respectively, which amounts include fees deferred at the
election of directors. Directors who are not employees of Leeds Federal who were
members of board committees received $282 for each committee meeting attended
during the fiscal year ended June 30, 2002. Leeds Federal paid a total of
$123,786 in directors' and committee fees for the fiscal year ended June 30,
2002. Leeds Federal also pays supplemental health insurance premiums for
directors who are over 65 years of age.
Deferred Compensation Plans. During 1993, Leeds Federal adopted a
deferred compensation plan for directors under which directors of Leeds Federal
can elect to defer, on a pre-tax basis, all or a portion of their monthly
directors' fees until the benefit age set forth in the director's joinder
agreement, i.e., generally the director's retirement age. A director's deferred
fees will be credited to an elective contribution account. Upon the director's
attainment of his benefit age, Leeds Federal will pay the director a deferred
compensation benefit equal to the annuitized value of the director's elective
contribution account. The deferred compensation benefits payable under the plan
range from $280 to $3,322 per month for 120 months. Benefits will also be
payable upon a director's disability, termination of service prior to the
attainment of the director's benefit age, or in the event of the director's
death. If a director's services are terminated for cause, as defined under the
deferred compensation plan, he shall only be entitled to receive the balance of
his elective contribution account. Any other benefits will be null and void. In
the event a director incurs a financial hardship, he may request a financial
hardship benefit, which, if approved by Leeds Federal, will be paid in a lump
sum within 30 days of the event triggering the financial hardship. The payment
of a financial hardship benefit will reduce a director's elective contribution
account, which will affect the deferred compensation benefit payable to a
director under the deferred compensation plan.
A second deferred compensation plan was established in 1998 for the
benefit of directors Amer and Wolfe, because these directors could no longer
make deferrals under the original deferred compensation plan, but continued to
perform services for Leeds Federal and desired to defer their current directors'
fees. The second plan is substantially similar to the original deferred
compensation plan, except that under the second plan, in the event of a change
in control (as defined under the second plan), a director may apply to the
acquiror's board of directors for an immediate distribution of his accrued
benefit in a lump sum or in some alternative form. The decision whether or not
to grant the director's request is in the sole discretion of the acquiror's
board. During 1998, Leeds Federal established a rabbi trust and transferred
certain assets to the rabbi trust in order to ensure that it would have funds
available to meet its benefit obligations under the deferred compensation plan
and second plan.
2
Directors' Retirement Plan. During 1997, Leeds Federal established the
Directors' Retirement Plan, a non-qualified plan for income tax purposes, that
guarantees each director will be paid 75% of the director's regular board fees
beginning at the director's benefit age (as set forth in the director's joinder
agreement) for the longer of 10 years or until death (the "payout period"). In
the event a director terminates service prior to attaining his or her benefit
age, for any reason other than death, disability or a change in control of Leeds
Federal, the director is entitled to his or her accrued benefit, commencing at
his or her benefit age and payable over the payout period. In the event of the
director's disability, the payment of the director's accrued benefit will
commence immediately. In the event of a director's death while in the service of
Leeds Federal, the director's beneficiary is entitled to a survivor's benefit
equal to the director's retirement benefit, payable for 10 years. If a change in
control occurs prior to the director's attaining the benefit age, the director
will be entitled to his or her full retirement benefit commencing immediately
upon termination of service. The expense for these benefits amounted to $204,651
for the fiscal year ended June 30, 2002. During 1998, Leeds Federal established
a rabbi trust and transferred certain assets to the rabbi trust in order to
ensure that it would have funds available to meet its benefit obligation under
the Directors Retirement Plan.
1994 Directors Option Plan. During the fiscal year ended June 30, 1995,
Leeds Federal adopted, and Leeds Bankshares has succeeded to, the 1994 Stock
Option Plan for Outside Directors. The 1994 Directors Option Plan was approved
by a majority vote of the minority stockholders (all stockholders excluding
Leeds MHC) present at the 1994 Annual Meeting. The 1994 Directors Option Plan is
a self-administering plan that granted to nonemployee directors Amer, Wolf and
Hartman nonstatutory options to purchase 20,714, 14,541 and 13,692 shares of
common stock, respectively. Share amounts have been adjusted to reflect Leeds
Bankshares' three-for-two stock split in the form of a stock dividend, which was
paid in November 1997. The 1994 Directors Option Plan further provides that each
new non-employee director shall be granted options to purchase 100 shares of
common stock to the extent options remain available in, or are returned to, the
1994 Directors Option Plan. The exercise price per share for each option is
equal to the fair market value of Leeds Bankshares common stock on the date the
option was granted, or in the case of all options awarded during the fiscal year
ended June 30, 1995, $7.92 per share (as adjusted for the stock split). All
options granted under the 1994 Directors Option Plan expire upon the earlier of
ten years following the date of grant or one year following the date the
optionee ceases to be a director.
Compensation Committee Interlocks and Insider Participation
Leeds Bankshares does not independently compensate its executive
officers, directors, or employees. The Compensation Committee consists of
Gordon E. Clark, John F. Amer, Marguerite E. Wolf and Joan H. McCleary. The
Compensation Committee reviews the performance of officers and employees and
proposes compensation programs and adjustments to the full board of directors.
The Compensation Committee met once during the fiscal year ended June 30, 2002.
Report of the Compensation Committee
Under rules established by the Securities and Exchange Commission,
Leeds Bankshares is required to provide certain data and information in regard
to the compensation and benefits provided to Leeds Bankshares' Chief Executive
Officer and other executive officers of Leeds Bankshares. The disclosure
requirements for the Chief Executive Officer and other executive officers
include the use of tables and a report explaining the rationale and
considerations that led to fundamental executive compensation decisions
affecting those individuals. In fulfillment of this requirement, the
Compensation Committee of Leeds Federal, at the direction of the board of
directors, has prepared the following report for inclusion in this proxy
statement.
The Compensation Committee reviews the performance of officers and
employees and proposes compensation programs and adjustments to the full board
of directors to assure that the compensation of the Chief Executive Officer and
other executive officers is consistent with the compensation strategy,
competitive practices, the performance of Leeds Federal, and the requirements of
appropriate regulatory agencies. Any cash compensation paid to executive
officers is paid by Leeds Federal. Leeds Bankshares does not currently pay any
cash compensation to executive officers.
3
The primary goal of Leeds Federal and the Compensation Committee is to
provide an adequate level of compensation and benefits in order to attract and
retain key executives. The performance of each officer is reviewed annually to
determine his or her contribution to the overall success of the institution.
This report has been provided by the Compensation Committee:
Directors Clark, Amer, Wolf and McCleary
4
Stock Performance Graph
Set forth hereunder is a stock performance graph comparing (a) the
cumulative total return on Leeds Bankshares' common stock between June 30, 1997
and June 30, 2002, (b) the cumulative total return on stocks included in the
Total Return Index for the Nasdaq Stock Market (US) over such period, and (c)
the cumulative total return on stocks included in the Nasdaq Bank Index over
such period. Cumulative return assumes the reinvestment of dividends, and is
expressed in dollars based on an assumed investment of $100.
There can be no assurance that Leeds Bankshares' stock performance will
continue in the future with the same or similar trend depicted in the graph.
Leeds Bankshares will not make or endorse any predictions as to future stock
performance.
[OBJECT OMITTED]
Cumulative Total Returns
-----------------------------------------------------------------
6/97 6/98 6/99 6/00 6/01 6/02
------- --------- --------- --------- -------- --------
LEEDS FEDERAL BANKSHARES, INC. 100.00 146.07 89.23 91.04 142.08 295.28
NASDAQ STOCK MARKET (U.S.) 100.00 131.62 189.31 279.93 151.75 103.32
NASDAQ BANK 100.00 138.70 137.00 112.33 155.82 175.20
5
Executive Compensation
The following table sets forth for the fiscal years ended June 30,
2002, 2001 and 2000, certain information as to the total remuneration paid by
Leeds Bankshares to the Chief Executive Officer of Leeds Bankshares.
=================== ================================================== =========================================== ===============
Long-Term Compensation
- ------------------- -------------------------------------------------- ------------------------------------------- ---------------
Annual Compensation (1) Awards Payout
- ------------------- -------------------------------------------------- ------------------------------- ----------- ---------------
Fiscal
Name and years Securities All other
Principal ended Salary Bonus Other Annual Restricted Underlying LTIP compensation
Position (2) June 30, ($) ($) Compensation(3) Stock Award(s) Options/SARs Payouts (4)
=================== =========== ========= =========== ================ =============== =============== =========== ===============
Gordon E. Clark 2002 $137,250 -- $ 16,617 -- -- -- $ 1,580
President and 2001 132,200 -- 10,592 -- -- -- 1,580
Chief Executive 2000 131,640 -- 11,057 -- -- -- 1,580
Officer
=================== =========== ========= =========== ================ =============== =============== =========== ===============
____________________________________
(1) Amount shown is gross earnings before pre-tax medical premiums paid by the
officer through the flexible benefits plan. Includes amounts deferred at
the election of named officers pursuant to Leeds Federal's Savings Plan for
Employees (the "401(k) Plan") and benefit of automobile and related
expenses.
(2) No other executive officer received salary and bonuses that in the
aggregate exceeded $100,000.
(3) Includes Leeds Bankshares' matching contributions to Leeds Federal's 401(k)
Plan and a contribution to Leeds Federal's Employee Stock Ownership Plan.
No other monetary awards were awarded to the named executive.
(4) Includes payments made pursuant to Leeds Federal's life insurance plan
maintained for the named executive for the purpose of deferred compensation
and also includes premiums on life insurance maintained for all employees.
Employment Agreement
Leeds Federal entered into an employment agreement with Gordon E.
Clark, President and Chief Executive Officer, and Leeds Bankshares has succeeded
to the employment agreement. The employment agreement is intended to ensure that
Leeds Bankshares will be able to maintain a stable and competent management base
by enabling Leeds Bankshares to offer Mr. Clark certain protections against
termination of his employment without cause. The continued success of Leeds
Bankshares depends to a significant degree on the skill and competence of Mr.
Clark.
The employment agreement provides for a three-year term for Mr. Clark.
Commencing on the first anniversary date and continuing each anniversary date
thereafter, the board may extend the employment agreement for an additional year
such that the remaining term shall be three years, unless written notice of
nonrenewal is given by the board after conducting a performance evaluation of
Mr. Clark. The agreement provides that Mr. Clark's base salary will be reviewed
annually. In addition to the base salary, the employment agreement provides that
Mr. Clark is to receive all benefits provided to permanent full-time employees
of Leeds Federal, including among other things, participation in stock benefit
plans and other fringe benefits applicable to executive personnel. The
employment agreement permits termination of his employment by Leeds Federal for
cause at any time. In the event Leeds Federal chooses to terminate Mr. Clark's
employment for reasons other than for cause, or upon the termination of Mr.
Clark's employment for reasons other than a change in control, as defined, or in
the event of Mr. Clark's resignation from Leeds Federal upon: (i) failure to be
reelected to Mr. Clark's current office; (ii) a material change in Mr. Clark's
functions, duties or responsibilities which change would cause Mr. Clark's
position to become one of lesser responsibility, importance or scope; (iii)
relocation of the principal place of employment by more than 30 miles; (iv) the
liquidation or dissolution of Leeds Federal; or (v) a breach of the agreement by
Leeds Federal, Mr. Clark, or in the event of death, his beneficiaries, Mr. Clark
would be entitled to receive an amount equal to the greater of the remaining
payments, including base salary, bonuses and other payments due under the
remaining term of the employment agreement or three times the average of Mr.
Clark's base salary, including bonuses and other cash compensation paid, and the
amount of any benefits received pursuant to any employee benefit plans
maintained by Leeds Federal.
If termination of employment, whether voluntary or involuntary, follows
a change in control of Leeds MHC, as defined in the employment agreement, Mr.
Clark or, in the event of death, Mr. Clark's beneficiaries, would
6
be entitled to a payment equal to the greater of (i) the payments due under the
remaining term of the employment agreement or (ii) three times Mr. Clark's
average annual compensation over the five years preceding termination of
employment. Leeds Bankshares would also continue Mr. Clark's life, health, and
disability coverage for the remaining unexpired term of the employment agreement
to the extent allowed by the plan or policies maintained by Leeds Bankshares
from time to time.
The employment agreement provides that for a period of time following
termination Mr. Clark agrees not to compete with Leeds Bankshares or Leeds MHC
in any city, town or county in which Leeds Bankshares or Leeds MHC maintains an
office or has filed an application to establish an office, or within a specified
geographical area surrounding any such office.
Supplemental Executive Retirement Plan
During 1993, Leeds Federal adopted a supplemental executive retirement
plan by entering into non-qualified executive retirement income agreements with
certain of its executives to provide supplemental retirement income benefits to
such persons generally upon reaching "benefit age," which is generally age 65.
Benefit amounts are determined by a formula which takes into consideration each
executive's years of service and compensation at retirement age. Under the
supplemental executive retirement plan, a qualifying officer will generally
receive, after retirement, a supplemental retirement income benefit equal to the
product of
(i) the average of the highest base compensation received by such officer
during any three consecutive twelve-month periods which occur after the
later of the effective date of the supplemental executive retirement
plan or the execution date of the qualifying officer's joinder
agreement and
(ii)2% multiplied by the number of years of service of the officer with
Leeds Federal, less the amount available to the executive on or after
he reaches his "benefit age," as set forth in the executive joinder
agreement under any other tax-qualified or non-qualified plan except
the Employee Stock Ownership Plan.
The maximum number of years of service that can be taken into account
for these purposes is 35. Benefits are also payable upon disability, termination
of service, or death. Benefits accrue annually, but no vesting occurs until an
officer has been employed by Leeds Federal for at least ten years. If an
officer's services are terminated for cause, as defined under the supplemental
executive retirement plan, all accrued benefits will become null and void. In
the event an executive incurs a financial hardship, he may request a financial
hardship benefit, which, if approved by Leeds Federal, will be paid in a lump
sum within 30 days of the event triggering the financial hardship. The payment
of a financial hardship benefit will reduce the officer's vested accrued benefit
and will affect the supplemental retirement income benefit payable to such
officer under the supplemental executive retirement plan.
Leeds Federal has restated its executive supplemental retirement income
agreement for certain of its executives. The restated supplemental executive
retirement plan supplements the benefit available to certain of Leeds Federal's
executive officers, including Mr. Clark, under Leeds Federal's tax-qualified
401(k) Plan. Two former executives continue to participate in the original
supplemental executive retirement plan. The restated supplemental executive
retirement plan is designed to provide a benefit (less the benefits estimated to
be provided under Leeds Federal's 401(k) plan) that is equal to 2% of the
highest base compensation received by the executive during any 3 consecutive 12
month periods multiplied by the executive's years of service. The benefit is
payable over a period of 15 years or the life of the executive, whichever is
longer. In the case of a change in control followed by the executive's
involuntary termination of employment or voluntary termination of employment
within 36 months of a change in control and following:
o a material change in the executive's functions, duties or
responsibilities which would cause the executive's position to become
one of lesser responsibility, importance or scope,
o a relocation of the executive's principal place of employment by more
than 30 miles, or
o a material reduction in the executive's perquisites or benefits,
7
the executive is entitled to a benefit payable at his benefit age designated in
his joinder agreement equal to the full retirement benefit that he would have
received had he remained in the employ of Leeds Federal and retired at his
benefit age.
In the event of the executive's termination of employment due to
disability, the executive may request to receive an immediate disability
benefit, in lieu of a retirement benefit, and such benefit will be payable
within 30 days following board approval of the executive's request, in a lump
sum. In the event of the executive's death while employed, the restated
supplemental executive retirement plan provides a survivor's benefit equal to
the benefit payable to the executive as if the executive remained employed until
his benefit age. The restated supplemental executive retirement plan also
provides a $10,000 death benefit payable to the executive's beneficiary. In the
event that the executive makes a timely election, he can receive his retirement
benefit in a lump sum instead of an annuity. Leeds Federal has established a
rabbi trust that has purchased life insurance policies on the executives' lives
in order to ensure that Leeds Federal can satisfy its benefit obligation under
the original and restated supplemental executive retirement plans. Leeds Federal
also makes annual contributions in an amount equal to the expense accrual under
the restated supplemental executive retirement plan, into a secular trust for
the benefit of each executive covered by a restated supplemental executive
retirement plan. Amounts accrued for such executives prior to the restatement of
the supplemental executive retirement plan also were transferred to the secular
trust. The estimated pre-tax benefit payable annually to Mr. Clark upon
retirement at his benefit eligibility date is $107,548. Leeds Federal's
contributions with respect to the restated supplemental executive retirement
plan for Mr. Clark for 2001 were $75,525.
The following table indicates the expected aggregate annual retirement
benefit payable from the 401(k) Plan and supplemental executive retirement plan
to supplemental executive retirement plan participants, expressed in the form of
a single life annuity for the highest average base compensation and benefit
service classification specified below:
Highest Average Years of Service and
Base Compensation Benefit Payable at Retirement (1)
---------------------------------------------------------------------------------
25 30 35 40
- -------------------------------- ---------------------------------------------------------------------------------
$100,000 $50,000 $60,000 $70,000 $70,000
$125,000 62,500 62,500 87,500 87,500
$150,000 75,000 90,000 105,000 105,000
$175,000 87,500 105,000 122,500 122,500
$200,000 100,000 120,000 140,000 140,000
_____________________________
(1) Benefits payable under the supplemental executive retirement plan are
offset by amounts payable under Leeds Federal's 401(k) Plan.
As of May 1, 2002, Mr. Clark had 37 years of credited service under the
supplemental executive retirement plan.
1994 Incentive Stock Option Plan
During the fiscal year ended June 30, 1995, Leeds Federal adopted, and
Leeds Bankshares has succeeded to, the Leeds Federal Savings Bank and Leeds
Federal Bankshares, MHC Incentive Stock Option Plan.
8
Set forth below is certain information concerning exercised and
unexercisable options during the fiscal year ended June 30, 2002, by Mr. Clark,
which have been adjusted to reflect the stock split discussed above.
====================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
====================================================================================================================
Number of Unexercised Value of Unexercised
Name Shares Acquired Value Options at In-The-Money Options at
Upon Exercise Realized Fiscal Year-End Fiscal Year-End (1)(2)
------------------------- --------------------------
Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------------- ---------------- ----------------- ------------------------- --------------------------
Gordon E. Clark -- -- 36,000/0 $869,040/$0
============================ ================ ================= ========================= ==========================
_____________________________
(1) Equals the difference between the aggregate exercise price of such
options and the aggregate fair market value of the shares of common
stock that would be received upon exercise, assuming such exercise
occurred on June 30, 2002, at which date the last sale of Leeds
Bankshares' common stock as quoted on the Nasdaq National Market was at
$31.97 per share.
(2) In connection with the merger, all of Mr. Clark's outstanding options
will be converted into the right to receive, in cash, the difference
between $32.00 and the exercise price of the option, multiplied by the
number of shares subject to the option.
Equity Compensation Programs
Leeds Bankshares does not have any equity compensation program that was
not approved by stockholders, other than its employee stock ownership plan.
Set forth below is certain information as of June 30, 2002 regarding
equity compensation to directors and executive officers of Leeds Bankshares that
has been approved by stockholders.
====================================================================================================================
Number of securities to be
issued upon exercise of Number of securities
Equity compensation plans outstanding options and Weighted average remaining available for
approved by stockholders rights exercise price issuance under plan
- --------------------------------------------------------------------------------------------------------------------
Stock Option Plan..... 138,500 $7.92 --
- --------------------------------------------------------------------------------------------------------------------
Total............. 138,500 $7.92 --
====================================================================================================================
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
Persons and groups owning in excess of 5% of Leeds Bankshares common
stock are required to file certain reports regarding such ownership pursuant to
the Securities Exchange Act of 1934, as amended. The following table sets forth,
as of November 7, 2002, persons or groups who own more than 5% of the common
stock. Other than as noted below, management knows of no person or group that
owns more than 5% of the outstanding shares of common stock as of such date.
Percent of
Name and address Amount and Nature of Shares of Common
of Beneficial Owner Beneficial Ownership Stock Outstanding (%)
Leeds Federal Bankshares, MHC 3,300,000 72.7%
1101 Maiden Choice Lane
Baltimore, Maryland
ITEM 13. Certain Relationships and Related Transactions
Federal law requires that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other
9
unfavorable features. However, executive officers and directors may receive the
same terms through benefit or compensation plans that are widely available to
other employees, as long as the director or executive officer is not given
preferential treatment compared to the other participating employees. In
addition, loans made to a director or executive officer in excess of the greater
of $25,000 or 5% of Leeds Federal's capital and surplus (up to a maximum of
$200,000) must be approved in advance by a majority of the disinterested members
of the board of directors. All loans made to officers, directors, and executive
officers are made in the ordinary course of business on the same terms and
conditions as Leeds Federal would make to any other customer in the ordinary
course of business, and do not involve more than a normal risk of collectibility
or present other unfavorable features.
Leeds Federal intends that all transactions between Leeds Federal and
its executive officers, directors, holders of 10% or more of the shares of any
class of its common stock and affiliates thereof, will contain terms no less
favorable to Leeds Federal than could have been obtained by it in arm's-length
negotiations with unaffiliated persons, and such transactions will be approved
by a majority of independent outside directors of Leeds Federal not having any
interest in the transaction.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a) Exhibits
Sequential Page
Reference to Prior Number Where
Filing or Exhibit Attached Exhibits
Regulation S-K Number Attached Are Located in This
Exhibit Number Document Hereto Form 10-K Report
-------------- -------- ------------------ -------------------
99 Certification of Chief Executive Officer 99 Exhibit 99
and chief financial officer
pursuant to section 906
of the Sarbanes-Oxley act of 2002
10
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.
LEEDS FEDERAL BANKSHARES, INC.
Date: December 3, 2002 By: /s/ Gordon E. Clark
------------------------------
Gordon E. Clark, President and
Chief Executive Officer
Certification pursuant to Rule 13a-14
Of the Securities Exchange Act of 1934, as Amended,
As adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Gordon E. Clark, President and Chief Executive Officer of Leeds Federal
Bankshares, Inc., certify that:
1. I have reviewed this Amendment No. 1 to the Annual Report on Form
10-K/A of Leeds Federal Bankshares, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the period presented in
this annual report.
December 3, 2002 /s/ Gordon E. Clark
- -------------------- -----------------------------
Date Gordon E. Clark
President and Chief Executive
Officer
Certification pursuant to Rule 13a-14
Of the Securities Exchange Act of 1934, as amended,
As adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Kathleen G. Trumpler, Treasurer of Leeds Federal Bankshares, Inc., certify
that:
1. I have reviewed this Amendment No. 1 to the Annual Report on Form
10-K/A of Leeds Federal Bankshares, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the period presented in
this annual report.
December 3, 2002 /s/ Kathleen G. Trumpler
- -------------------- -----------------------------
Date Kathleen G. Trumpler
Treasurer (Chief Financial
Officer)
EXHIBIT 99
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Gordon E. Clark, President and Chief Executive Officer, and Kathleen G.
Trumpler, Treasurer of Leeds Federal Bankshares, Inc. (the "Company") each
certify in his or her capacity as an officer of the Company that he or she has
reviewed the Annual Report of the Company on Form 10-K/A for the year ended June
30, 2002 and that to the best of his or her knowledge:
1. the report fully complies with the requirements of Sections
13(a) of the Securities Exchange Act of 1934; and
2. the information contained in the report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
The purpose of this statement is solely to comply with Title 18, Chapter 63,
Section 1350 of the United States Code, as amended by Section 906 of the
Sarbanes-Oxley Act of 2002.
December 3, 2002 /s/ Gordon E. Clark
- -------------------- -----------------------------
Date Gordon E. Clark
President and Chief Executive
Officer
December 3, 2002 /s/ Kathleen G. Trumpler
- -------------------- -----------------------------
Date Kathleen G. Trumpler
Treasurer (Chief Financial
Officer)