UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended December 31, 1996 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 Number 0-23164 LANDMARK BANCSHARES, INC. (Exact name of registrant as specified in its charter) Kansas 48-1142260 (State or other jurisdiction I.R.S. Employer of incorporation or organization) Identification Number CENTRAL AND SPRUCE STREETS, DODGE CITY, KANSAS 67801 (Address and Zip Code of principal executive offices) (316) 227-8111 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) 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 The number of shares outstanding of each of the issuer's classes of common stock, as of December 31, 1996: $.10 par value common stock 1,835,996 shares (Class) (Outstanding) Transitional Small Business Disclosure Format: Yes No [X] LANDMARK BANCSHARES, INC. INDEX Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements Statements of Financial Condition as of December 31, 1996 (unaudited) and September 30, 1996 1 Statements of Income for the Three Months Ended December 31, 1996 and 1995 (unaudited) 2 Statements of Cash Flows for the Three Months Ended December 31, 1996 and 1995 (unaudited) 3 - 4 Notes to Financial Statements 5 - 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 - 11 PART II - OTHER INFORMATION Item 2. Changes in Securities 12 Item 5. Other Information 12 Item 6(b).Reports on Form 8-K 12 SIGNATURES 13 1 LANDMARK BANCSHARES, INC. AND ITS WHOLLY-OWNED SUBSIDIARY, LANDMARK FEDERAL SAVINGS BANK Consolidated Statements of Financial Condition December 31, 1996 September 30, 1996 (Unaudited) ----------------------------------- ASSETS Cash and cash equivalents: Interest bearing $ 2,865,893 $ 3,063 Non-interest bearing 601,892 470,647 Time deposits in other financial institutions 199,379 479,949 Securities held to maturity 27,105,733 29,398,520 Securities available for sale 4,620,176 4,137,637 Mortgage-backed securities held to maturity 43,864,533 45,877,120 Loans receivable, net 138,679,467 128,013,228 Loans held for sale 407,294 1,890,007 Accrued income receivable 1,534,861 1,518,640 Real estate owned or in judgment and other repossessed property, net 102,748 0 Office properties and equipment, at cost less accumulated depreciation 954,889 949,786 Prepaid expenses and other assets 1,041,354 973,383 Income taxes receivable - current 0 21,710 ------------------------------- TOTAL ASSETS $221,978,219 $213,733,690 ------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits 142,574,337 143,814,910 Outstanding checks in excess of bank balance 0 143,808 Other Borrowed Money 43,266,668 33,466,668 Advances from borrowers for taxes and insurance 660,076 1,673,142 Accrued expenses and other Liabilities 2,275,329 2,193,296 Deferred income taxes 48,485 0 Income taxes Current 444,191 52,691 ------------------------------- TOTAL LIABILITIES $189,269,086 $181,344,515 ------------------------------- Stockholders' Equity Common Stock 228,131 228,131 $.10 par value; 10,000,000 shares authorized; 2,281,312 shares issued December 31, 1996 Additional Paid-in Capital 21,944,175 21,944,175 Treasury Stock; 445,316 shares and 428,316 shares at December 31, 1996 and September 30, 1996 of common stock at cost (6,325,956) (6,027,206) Retained income (substantially restricted) 17,945,376 17,468,325 Employee Stock Ownership Plan (994,695) (994,695) Management Stock Bonus Plan (434,351) (482,612) Unrealized Gain on Available for Sale Securities, Net of Deferred Tax 346,453 253,057 ------------------------------- Total Stockholders' Equity 32,709,133 32,389,175 ------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 221,978,219 $ 213,733,690 ------------------------------- 2 LANDMARK BANCSHARES, INC. AND ITS WHOLLY-OWNED SUBSIDIARY, LANDMARK FEDERAL SAVINGS BANK Consolidated Statements of Income Three Months Ended December 31 1995 1996 (unaudited) (unaudited) ----------------------------- INTEREST INCOME Interest on loans 2,112,201 2,750,847 Interest and dividends on investment securities 507,579 543,587 Interest on mortgage-backed securities 1,083,975 735,335 ----------------------------- Total interest income 3,703,755 4,029,769 INTEREST EXPENSE Deposits 1,925,731 1,815,263 Borrowed funds 356,608 517,137 ----------------------------- Total interest expense 2,282,339 2,332,400 Net interest income 1,421,416 1,697,369 PROVISION FOR LOSSES ON LOANS 30,000 45,000 ----------------------------- Net interest income after provision for losses 1,391,416 1,652,369 NON-INTEREST INCOME Service charges and late fees 48,465 60,344 Net gain (loss) on available for sale investments 0 108,692 Net gain (loss) on sale of loans 52,365 59,439 Service fees on loans sold 41,548 40,357 Other income 25,916 34,402 ----------------------------- 168,294 303,234 NON-INTEREST EXPENSE Compensation and related expenses 493,530 497,434 Occupancy expense 42,047 40,957 Advertising 15,814 14,449 Federal insurance premium 97,425 99,666 Loss (gain) from real estate operations 2,327 306 Data processing 42,757 43,488 Other expense 154,592 175,399 ----------------------------- 848,492 871,699 Income before income taxes 711,218 1,083,904 INCOME TAXES EXPENSES 281,500 431,500 ----------------------------- Net income 429,718 652,404 ----------------------------- Primary earnings per share $ 0.21 $ 0.35 Fully diluted earnings per share $ 0.21 $ 0.35 Dividends per share $ 0.10 $ 0.10 3 LANDMARK BANCSHARES, INC. AND ITS WHOLLY-OWNED SUBSIDIARY LANDMARK FEDERAL SAVINGS BANK Consolidated Statements of Cash Flows Three Months Ended December 31 1995 1996 (unaudited) (unaudited) ------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 429,719 $ 652,404 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 29,711 28,260 Decrease (increase) in accrued interest receivable 347,325 (16,223) Increase (decrease) in outstanding checks in excess of bank balance (651,052) (143,808) Increase (decrease) in accrued and deferred income taxes 328,624 461,695 Increase (decrease) in accounts payable and accrued expenses 302,235 82,033 Amortization of premiums and discounts on investments and loans (50,912) 528 Provision for losses on loans and investments 30,000 45,000 Gain/loss on available for sale securities 0 (108,692) Other non-cash items, net 177,589 (33,734) Sale of loans held for sale 2,187,052 7,431,144 Gain on sale of loans held for sale (52,365) (59,439) Origination of loans held for sale (2,424,486) (6,954,041) Purchase of loans held for sale (201,800) (635,950) -------------------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES $ 451,640 $ 749,175 -------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Loan originations and principal payment on loans held for investment (2,561,779) 3,677,235 Principal repayments on mortgage-backed securities 2,877,464 2,003,025 Loans purchased for investment (1,959,625) (12,785,479) Acquisition of investment securities held to maturity 0 (1,000,000) Acquisition of investment securities available for sale (697,343) (670,705) Proceeds from sale of investment securities available for sale 0 351,758 Proceeds from maturities or calls of investment securities 12,062,135 3,300,000 Net (increase) decrease in time deposits 184,931 285,000 Sale of real estate acquired in settlement of loans 18,394 0 Acquisition of fixed assets (20,555) (33,363) Other investing activity (1,481) 0 -------------------------------- NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES 9,902,141 (4,872,529) -------------------------------- 4 LANDMARK BANCSHARES, INC. AND ITS WHOLLY-OWNED SUBSIDIARY, LANDMARK FEDERAL SAVINGS BANK Consolidated Statements of Cash Flows (Continued) Three Months Ended December 31 1995 1996 (unaudited) (unaudited) ------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in deposits $ (3,227,479) $ (1,240,573) Net increase (decrease) in escrow accounts (1,052,988) (1,013,066) Proceeds from FHLB advance and other borrowings 9,900,000 31,000,000 Repayment of FHLB advance and other borrowings (15,400,000) (21,200,000) Acquisition of Treasury Stock (463,780) (298,750) Other Financing Activities 48,261 45,170 Dividend Payment (197,217) (175,352) ------------------------------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (10,393,203) 7,117,429 ------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (39,422) 2,994,075 BEGINNING CASH AND CASH EQUIVALENTS 462,021 473,710 ------------------------------- ENDING CASH AND CASH EQUIVALENTS 422,599 3,467,785 ------------------------------- SUPPLEMENTAL DISCLOSURES Cash paid during the period for: Interest on deposits, advances, and other borrowings 2,347,111 2,359,117 Income taxes (61,624) 431,500 Transfers from loans to real estate acquired through foreclosure 27,205 0 Transfer of mortgage-backed securities from held to maturity to available for sale 11,504,406 0 LANDMARK BANCSHARES, INC. PART I - FINANCIAL INFORMATION ITEM 1. - FINANCIAL STATEMENTS LANDMARK FEDERAL SAVINGS BANK NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited financial statements were prepared in accordance with the instructions for form 10-QSB and , accordingly, do not include all information and disclosures necessary to present financial condition, results of operations and cash flows of Landmark Bancshares, Inc. (the "Company") and its wholly-owned subsidiary Landmark Federal Savings Bank (the "Bank") in conformity with generally accepted accounting principles. However, all normal recurring adjustments have been made which, in the opinion of management, are necessary for the fair presentation of the financial statements. The results of operation for the three months ending December 31, 1996, are not necessarily indicative of the results which may be expected for the fiscal year ending September 30, 1997. 2. On March 28, 1994, the Bank segregated and restricted $15,144,357 of retained earnings in a liquidation account for the benefit of eligible savings account holders who continue to maintain their accounts at the bank after the conversion of the bank from mutual to stock form. In the event of a complete liquidation of the Bank, each eligible account holder will be entitled to receive a distribution from the liquidation account in an amount proportionate to the current adjusted balances of all qualifying deposits then held. The liquidation account will be reduced annually at September 30th to the extent that eligible account holders have reduced their qualifying deposits. 3. INVESTMENTS AND MORTGAGE - BACKED SECURITIES A summary of the Bank's carrying value of investment and mortgage - backed securities as of December 31, 1996 and September 30, 1996, is as follows: Investment Securities December 31, 1996 September 30, 1996 ------------------------------------ Held to maturity: Government Agency Securities $ 24,975,733 $ 27,168,520 Municipal Obligations 2,130,000 2,230,000 ------------------------------- $ 27,105,733 $ 29,398,520 Available for sale: Common Stock 2,416,576 2,396,237 Stock in Federal Home Loan Bank 2,193,600 1,731,400 Other 10,000 10,000 ------------------------------- $ 4,620,176 $ 4,137,637 6 Mortgage - Backed Securities held to maturity: FNMA - Arms 14,880,213 15,425,620 FHLMC -Arms 5,902,794 6,215,951 FHLMC -Fixed Rate 313,569 399,854 CMO Government Agency 16,091,991 16,659,609 CMO Private Issue 5,274,013 5,636,850 FNMA - Fixed Rate 824,946 876,016 GNMA - Fixed Rate 474,996 551,646 Unamortized Premiums 238,160 268,015 Unearned Discounts (136,149) (156,441) ------------------------------- $ 43,864,533 $ 45,877,120 4. LOAN RECEIVABLE, NET A summary of the Bank's loans receivable at December 31, 1996 and September 30, 1996, is as follows: December 31, 1996 September 30, 1996 ------------------------------------ Mortgage Loans Secured by One to Four Family Residences 108,969,719 99,579,583 Secured by Other Properties 3,676,285 3,726,333 Construction Loans 981,853 1,129,915 Other 1,796,331 1,852,243 ----------------------------------- 115,424,188 106,288,074 Plus (Less): Unamortized Premium on Loan Purchase 38,159 46,617 Unearned Discount and Loan Fees (373,487) (304,237) Undisbursed Loan Proceeds 1,227 0 Allowance for Loan Losses (541,497) (531,749) ----------------------------------- Total Mortgage Loans 114,548,590 105,498,705 ----------------------------------- Consumer and Other Loans: Automobile 10,578,792 9,783,677 Commercial 3,636,744 3,600,888 Loans on Deposits 545,797 554,550 Home Equity and Second Mortgage 8,731,588 8,139,668 Mobile Home 45,359 27,791 Other 831,194 616,546 ----------------------------------- 24,369,474 22,723,120 Less: Allowance for Loan Losses (238,597) (208,597) ----------------------------------- Total Consumer and Other Loans 24,130,877 22,514,523 ----------------------------------- Net Loans Receivable $ 138,679,467 $ 128,013,228 7 A summary of the Bank's allowance for loan losses for the 3 months ended December 31, 1996 and 1995, are as follows: Three Months Ended December 31 1995 1996 ---------------------- Balance Beginning $ 643,547 $ 740,346 Provisions Charged to Operations 30,000 45,000 Loans Charged Off Net of Recoveries (11,458) (5,251) ---------------------- Balance Ending $ 662,089 $ 780,095 There has been no significant change in the level of non performing loans from September 30, 1996 to December 31, 1996. 5. REAL ESTATE OWNED OR IN JUDGMENT Real Estate owned or in judgment, including in-substance foreclosures and other repossessed property: December 31, 1996 September 30, 1996 ----------------------------------------- Real Estate Acquired by Foreclosure $ 0 $ 0 Real Estate Loans in Judgment and Subject to Redemption 4,260 0 Loans accounted for as In-Substance Foreclosures 96,521 0 Other Repossessed Assets 1,967 0 ------------------------------------------ $102,748 $ 0 6. FINANCIAL INSTRUMENTS The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financial needs of its customers and to reduce its own exposure to fluctuations in interest rates. The financial instruments include commitments to extend credit and commitments to sell loans. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the statement of financial condition. The contract or notional amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments. The Bank's exposure to credit loss in the event of non-performance by the other party to the financial instrument for loan commitments is represented by the contractual or notional amount of those instruments. The Bank uses the same credit policies in making commitments as it does for on-balance-sheet instruments. At December 31, 1996, the Bank had outstanding commitments to fund real estate loans of $1,581,360. Of the commitments outstanding, $680,400 are for fixed rate loans at rates of 7.5% to 8.5%. Commitments for adjustable rate loans amount to $900,960 with initial rates of 6.5% to 8.5%. Outstanding loan commitments to sell as of December 31, 1996 were $58,038. 7. EARNINGS PER SHARE Earnings per share for the three months ending December 31, 1996, was determined by the weighted average shares outstanding as follows: 8 STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE Primary Earnings Per Share Three months ended December 31 1995 1996 ------------------------ Weighted average common shares outstanding, Net of Treasury shares 2,069,672 1,850,126 Net effect of dilutive stock options 63,106 92,080 Average unallocated ESOP shares (113,120) (99,432) ------------------------ Common Stock Equivalents 2,019,658 1,842,774 ------------------------ Net Earnings 429,719 652,404 ------------------------ Per share amount $ 0.21 $ 0.35 Fully Dilutive Earnings Per Share Three months ended December 31 1995 1996 ------------------------ Weighted average common shares outstanding, Net of Treasury shares 2,069,672 1,850,126 Net effect of dilutive stock options 62,218 101,392 Average unallocated ESOP shares (113,120) (99,432) ------------------------ Common Stock Equivalents 2,018,770 1,852,086 ------------------------ Net Earnings 429,719 652,404 ------------------------ Per share amount $ 0.21 $ 0.35 Earnings per share have been computed on the treasury stock method in using average market price for the common stock equivalents (options). Beginning with the fiscal year ending September 30, 1995, the Company accounts for the 136,878 shares acquired by the Employee Stock Ownership Plan ("ESOP") in accordance with Statement of Position 93-6. In accordance with this statement, shares controlled by the ESOP are not considered in the weighted average shares outstanding until the shares are committed for allocation. 8. DIVIDENDS At a October 1996 board meeting, the Directors of the Company declared a $0.10 per share dividend. The dividend was payable to all stockholders of record as of November 1, 1996. 9 LANDMARK BANCSHARES, INC. PART I - FINANCIAL INFORMATION ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General: Landmark Bancshares, Inc. ("Company") is the holding company for Landmark Federal Savings Bank ("Bank"). Apart from the operations of the Bank, the Company did not engage in any significant operations during the quarter ended December 31, 1996. The Bank is primarily engaged in the business of accepting deposit accounts from the general public, using such funds to originate mortgage loans for the purchase and refinancing of single-family homes located in Central and Southwestern Kansas and for the purchase of mortgage-backed and investment securities. In addition, the Bank also offers and purchases loans through correspondent lending relationships in Wichita, Kansas City, and other cities in Kansas and in Albuquerque and Santa Fe, New Mexico. To a lesser extent, the Bank will purchase adjustable rate mortgages loans, to manage its interest rate risk as deemed necessary. The Bank also makes automobile loans, second mortgage loans, home equity loans and savings deposit loans. Changes in financial condition between December 31, 1996 and September 30, 1996: Total assets increased by $8,244,529, or approximately 3.85% between September 30, 1996 and December 31, 1996. This increase is largely attributed to a $10,666,239 increase in loan receivables. Management Strategy: Management's strategy has been to maintain profitability and increase capital. The Bank's lending strategy has historically focused on the origination of traditional, conforming one to four-family mortgage loans with the primary emphasis on single-family residences. The Bank's secondary focus has been on consumer loans, second mortgage loans, home equity loans and savings deposit loans. This focus, and the application of strict underwriting standards, are designed to reduce the risk of loss on the Bank's loan portfolio. However, this lack of diversification in its portfolio structure does increase the Bank's portfolio concentration risk by making the value of the portfolio more susceptible to declines in real estate values in its market area. This has been mitigated in recent years, through the increased acquisition of mortgage-backed securities and the increased level of sales of loans in the secondary market. Certain risks are inherent in the increase level of sales of loans in the secondary market. There is a risk that the Bank will not be able to sell all the loans that it has originated, or conversely, will be unable to fulfill its commitment to deliver loans pursuant to a firm commitment to sell loans. In addition, in periods of rising interest rates, loans originated by the bank may decline in value. Exposure to market and interest rate risk is significant during the period between the time the interest rate on a customer's mortgage loan application is established and the time the mortgage loan closes, and also during the period between the time the interest rate is established and the time the Bank commits to sell the loan. If interest rates change in an unanticipated fashion, the actual percentage of loans that close may differ from projected percentages. The resultant mismatching of commitments to closed loans and commitments to deliver sold loans may have an adverse effect on the profitability of loan originations. A sudden increase in interest rates can cause a higher percentage of loans to close than projected. To the degree that this was not anticipated, the Bank will not have made commitments to sell these loans and may incur significant mark to market losses, adversely affecting results of operations. The Bank historically sold 30 year fixed rate mortgages in the secondary market, however the Bank is keeping all 15 year or shorter mortgages with fixed rates at or above 7.0% for investment and selling all other fixed rate loans. 10 During fiscal 1994 market interest rates increased and through fiscal 1996 remained higher than those experienced by the Bank during the declining interest rate environment experienced between 1991 and 1993. As a result of lower volumes and reduced margins on loans sold, the Bank realized reduced net profits from the sale of loans. Recent downward interest rate movements have resulted in increased mortgage lending activity and an increase in the gain on sale of loans for the quarter ended December, 1996. Sustained levels of gain on sale of loans is dependent on continued stable or downward interest rate movement and would likely be adversely affected by a rise in interest rates. Effective October 1, 1994, the Bank adopted the Financial Accounting Standards Board SFAS Statement No. 115, "accounting for certain investments in debt and equity securities". This statement is not retroactively applied. In conjunction with the adoption of SFAS No. 115, investment securities as of October 1, 1994, are designated as held-to-maturity and available-for-sale. The effect of classifying securities as available-for-sale was to reflect an unrealized gain net of tax effect, as a component of stockholders' equity of $346,453 as of December 31, 1996. Results of operations: comparison between the three months ended December 31, 1996 and 1995: Net income for the three-month period ended December 31, 1996 of $652,404 represents an increase of $222,686 from the net income reported for the three-month period ended December 31, 1995. The increase was primarily due to an increase of $326,014 on interest income from increased volume on loans and a $108,692 gain on sale of investments. Net interest income after provision for losses on loans for the three-month period ended December 31, 1996 increased $260,953 or approximately 18.75% to $1,652,369 as compared with $1,391,417 for the same period ended December 31, 1995. This increase is associated with the increased interest received on the mortgage loan portfolio. Provision for loan loss has been increased primarily due to increased consumer lending. This net interest income increase is a result of an increase in the volume of net invested loans. Non interest income for the three-month period ended December 31, 1996 increased $134,940 or 80.18% to $303,234 as compared with $168,294 for the same period ended December 31, 1995. This increase was due to the increase of $108,652 on net gains from sale of investments. Other expenses for the three-month period ended December 31, 1996 increased $23,207 or 0.03% to $871,699 as compared with $848,492 for the same period ended December 31, 1995. This increase is due to other expenses increasing $20,807 for the same quarter ending December 31, 1996. Income taxes increased due to an increase in pre tax income. Liquidity and Capital Resources: The Bank is required to maintain minimum levels of liquid assets, as defined by the Office of Thrift Supervision ("OTS") regulations. This requirement, which may be varied from time to time depending upon economic conditions and deposit flows, is based upon a percentage of deposits and short-term borrowing. The required minimum ratio is currently 5 percent. The Bank's liquidity ratio averaged 4.96% during December 1996. The Bank manages its liquidity ratio to meet its funding needs, including: deposit outflows, disbursement of payments collected from borrowers for taxes and insurance, and loan principal disbursements. The Bank also manages its liquidity ratio to meet its asset/liability management objectives. In addition to funds provided from operations, the Bank's primary sources of funds are: savings deposits, principal repayments on loans and mortgage-backed securities, and matured or called investment securities. In addition, the Bank may borrow funds from time to time from the Federal Home Loan Bank of Topeka. Scheduled loan repayments and maturing investment securities are a relatively predictable source of funds. However, savings deposit flows and prepayments on loans and mortgage-backed securities are significantly influenced by changes in market interest rates, economic conditions and competition. The Bank strives to manage the pricing of its deposits to maintain a balanced stream of cash flows commensurate with its loan commitments. 11 When applicable, cash in excess of immediate funding needs is invested into longer-term investments and mortgage-backed securities which typically earn a higher yield than overnight deposits, some of which may also qualify as liquid investments under current OTS regulations. As required by the financial institutions reform, recovery and enforcement act of 1989 ("FIRREA"), OTS prescribed three separate standards of capital adequacy. The regulations require financial institutions to have minimum regulatory capital equal to 1.50 percent of tangible assets; minimum core capital equal to 3.00 percent of adjusted tangible assets; and risk-based capital equal to 8.00 percent of risk-based assets. The Bank's capital requirements and actual capital under the OTS regulations are as follows at December 31, 1996: Amount (Thousands) Percent of Assets GAAP Capital $26,239 11.97% Tangible Capital: Actual 26,239 11.97% Required 3,288 1.50% Excess 22,951 10.47% Core Capital: Actual 26,239 11.97% Required 6,576 3.00% Excess 19,663 8.97% Risk-Based Capital: Actual 27,020 27.49% Required 7,864 8.00% Excess $19,156 19.49% 12 LANDMARK BANCSHARES, INC. PART II - OTHER INFORMATION Item 2. - Changes in Securities NONE Item 5. - Other Information Item 6(b). - Reports on Form 8-K None SIGNATURES 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. Date February 4, 1997 LANDMARK BANCSHARES, INC. ---------------- By /S/Larry Schugart ----------------- LARRY SCHUGART President and Chief Executive Officer (Duly Authorized Representative) By /S/James F. Strovas ------------------- JAMES F. STROVAS Senior Vice President and Chief Financial Officer (Duly Authorized Representative)