SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
-------------
OR
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
---------- ----------
Commission File No. 0-23763
Quitman Bancorp, Inc.
- --------------------------------------------------------------------------------
(Exact name of Small Business Issuer as Specified in Its Charter)
Georgia 58-2365866
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
100 West Screven Street, Quitman, Georgia 31643
-----------------------------------------------
(Address of Principal Executive Offices)
(912) 263-7538
- --------------------------------------------------------------------------------
Issuer's Telephone Number, Including Area Code
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
----- -----
Number of shares of Common Stock outstanding as of June 30, 1998: 661,250
Transitional Small Business Disclosure Format (check one)
YES NO X
----- -----
QUITMAN BANCORP, INC.
Contents
Page(s)
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements........................................3
Item 2. Management's Discussion and Analysis or Plan of Operation..10
PART II - OTHER INFORMATION
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 8-K...........................13
Signatures..........................................................14
- 2 -
PART I. FINANCIAL INFORMATION
QUITMAN BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
ASSETS
------
JUNE 30, SEPTEMBER 30,
1998 1997
---- ----
(Unaudited) (Audited)
Cash and Cash Equivalents:
Cash and amounts due from depository
institutions $ 249,309 108,650
Interest-bearing deposits in other banks 2,485,650 548,158
------------ -------------
Total Cash and Cash Equivalents 2,734,959 656,808
Investment securities:
Available-for-sale 4,917,801 3,046,109
Held-to-maturity 200,000 804,706
Loans receivable - net of allowance for loan
losses and deferred origination fees 34,781,139 33,325,719
Office properties and equipment, at cost, net of
accumulated depreciation 661,201 322,527
Real estate and other property acquired
in settlement of loans -0- 63,915
Accrued interest receivable 416,101 381,218
Investment required by law-stock in Federal
Home Loan Bank, at cost 239,800 227,700
Cash value of life insurance 320,665 218,106
Other assets 158,045 145,356
------------ ------------
Total Assets $ 44,429,711 39,192,164
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Deposits $ 34,585,454 34,470,803
Advances from Federal Home Loan Bank -0- 1,300,000
Accrued interest payable 310,351 272,346
Income taxes payable 78,768 114,766
Other liabilities 90,211 75,696
------------ ------------
Total Liabilities 35,064,784 36,233,611
------------ ------------
Stockholders' Equity:
Common stock, $.10 par value, 4,000,000
shares authorized, 661,250 shares
issued and outstanding 66,125 -0-
Preferred stock, no par value, 1,000,000
shares authorized, no shares issued
or outstanding -0- -0-
Additional paid in capital 6,134,619
Retained Earnings 3,151,451 2,952,560
Unrealized gains (losses) on available-
for-sale securities, net of deferred
income taxes 12,732 5,993
------------ ------------
Total Equity 9,364,927 2,958,553
------------ ------------
Total Liabilities and Retained Earnings $ 44,429,711 39,192,164
============ ============
- 3 -
QUITMAN BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(UNAUDITED) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- ----------------------------
1998 1997 1998 1997
----------- ----------- ----------- ------------
Interest Income:
Loans receivable:
First mortgage loans $ 753,663 712,305 2,252,991 2,111,234
Consumer and other loans 33,067 27,221 90,787 78,748
Interest on FHLMC Pool 62 86 204 178
Investment securities 66,848 59,686 192,406 174,194
Interest-bearing deposits 52,784 5,208 79,037 17,279
Federal funds sold 351 -0- 419 -0-
---------- ----------- ---------- ----------
Total Interest Income 906,775 804,506 2,615,844 2,381,633
---------- ----------- ---------- ----------
Interest Expense:
Deposits 511,219 481,762 1,552,550 1,413,928
Interest on Federal Home Loan
Bank advances -0- 17,151 36,621 46,465
---------- ---------- ---------- ----------
Total Interest Expense 511,219 498,913 1,589,171 1,460,393
---------- ---------- ---------- ----------
Net Interest Income 395,556 305,593 1,026,673 921,240
Provision for loan losses 6,000 9,000 24,000 27,000
---------- ---------- ---------- ----------
Net Interest Income After Provision for Losses 389,556 296,593 1,002,673 894,240
---------- ---------- ---------- ----------
Non-Interest Income:
Gain (loss) on sale of securities -0- -0- 18 (2)
Other income 14,475 10,534 40,294 33,983
---------- ---------- ---------- ----------
Total Non-Interest Income 14,475 10,534 40,312 33,981
---------- ---------- ---------- ----------
Non-Interest Expense:
Compensation 82,202 64,169 232,848 187,822
Other personnel expenses 71,254 39,283 152,532 114,563
Occupancy expenses of premises 5,079 4,677 15,509 14,863
Furniture and equipment expenses 32,746 17,049 80,005 54,607
Federal deposit insurance 5,432 4,018 16,137 24,345
Other operating expenses 61,249 45,158 233,852 171,771
---------- ---------- ---------- ----------
Total Non-Interest Expense 257,962 174,354 730,883 567,971
---------- ---------- ---------- ----------
Income Before Income Taxes 146,069 132,773 312,102 360,250
Provision for Income Taxes 50,829 45,061 113,211 123,305
---------- ---------- ---------- ----------
Net Income $ 95,240 87,712 198,891 236,945
=========== ========== ========== ==========
Earnings Per Share (Basic and Diluted) $ .14 N/A .30 N/A
=========== ========== ========== ==========
- 4 -
QUITMAN BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
UNREALIZED
GAINS
(LOSS) ON
AVAILABLE-
FOR-SALE
SECURITIES
NET OF
ADDITIONAL APPLICABLE
COMMON PAID IN RETAINED DEFERRED
STOCK CAPITAL EARNINGS INCOME TAXES TOTAL
----- ------- -------- ------------ ---------
Balance, September 30, 1996 $ -0- -0- 2,689,761 (22,921) 2,666,840
Net Income -0- -0- 236,945 -0- 236,945
Change In Unrealized Gains
(Losses) On Available-For-
Sale Securities Net Of
Applicable Deferred
Income Taxes -0- -0- -0- 14,433 14,433
---------- ---------- ---------- ---------- ----------
Balance, June 30, 1997
(Unaudited) $ -0- $ -0- 2,926,706 (8,488) 2,918,218
========== ========== ========== ========== ==========
Balance, September 30, 1997 $ -0- -0- 2,952,560 5,993 2,958,553
Net Income -0- -0- 198,891 -0- 198,891
Common stock issued,
661,250 shares 66,125 6,134,619 -0- -0- 6,200,744
Change In Unrealized Gains
(Losses) On Available-For-
Sale Securities Net Of
Applicable Deferred
Income Taxes -0- -0- -0- 6,739 6,739
---------- ---------- ---------- ---------- ----------
Balances, June 30, 1998
(Unaudited) $ 66,125 6,134,619 3,151,451 12,732 9,364,927
========== ========== ========== ========== ==========
- 5 -
QUITMAN BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30,
-------------------------------------------
1998 1997
----------- ----------
(Unaudited) (Unaudited)
Cash Flows From Operating Activities:
Net income $ 198,891 236,945
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 55,934 35,610
Provision for loan losses 24,000 27,000
Amortization (Accretion) of securities and loans 9,756 7,543
Gain on sale of foreclosed assets (7,102) -0-
Change in Assets and Liabilities:
(Increase) Decrease in accrued interest receivable (34,883) (51)
Increase (Decrease) in accrued interest payable 38,005 30,118
Increase (Decrease) in other liabilities 14,515 (207,629)
Increase (Decrease) in income taxes payable (42,556) 11,604
(Increase) Decrease in other assets (12,689) 63,976
---------- ----------
Net cash provided by operating activities 243,871 205,116
---------- ----------
Cash Flows From Investing Activities:
Capital expenditures (394,608) -0-
Purchase of available-for-sale securities (2,432,535) (1,542,325)
Proceeds from sale of foreclosed property 256,709 -0-
Proceeds from maturity of held-to-maturity securities 600,000 750,000
Proceeds from maturity of available-for-sale securities 550,000 100,000
Proceeds from sale of available-for-sale securities -0- 599,844
Purchase of stock in Federal Home Loan Bank (12,100) (8,600)
Net (increase) decrease in loans (1,665,112) (2,074,519)
Principal collected on mortgage-backed securities 19,090 -0-
Increase in cash value of life insurance (102,559) (92,979)
---------- ----------
Net cash provided (used) by investing activities (3,181,115) (2,268,579)
---------- ----------
Cash Flows From Financing Activities:
Net increase (decrease) in deposits 114,651 1,891,814
Proceeds from Federal Home Loan Bank advances 300,000 400,000
Payments on Federal Home Loan advances (1,600,000) (300,000)
Common stock issued 6,200,744 -0-
---------- ----------
Net cash provided (used) by financing activities 5,015,395 1,991,814
---------- ----------
Net Increase (Decrease) in cash and cash equivalents 2,078,151 (71,649)
Cash and Cash Equivalents at Beginning of Period 656,808 765,250
----------- ----------
Cash and Cash Equivalents at End of Period $2,734,959 693,601
========== ==========
Supplemental Disclosures of Cash Flows Information:
Cash Paid During The Period:
Interest $1,551,166 1,430,275
Income taxes 163,435 61,000
Non-Cash Investing Activities:
Increase in unrealized gains on available-
for-sale securities 6,739 14,443
- 6 -
QUITMAN BANCORP, INC. AND SUBSIDIARY
Notes to Financial Statements
(Unaudited)
1. Basis of Preparation
--------------------
The financial statements included herein for the periods ended June 30,
1998 are for Quitman Bancorp, Inc. and Subsidiary. All financial
statements included herein for periods ended prior to April 2, 1998 are
for Quitman Federal Savings Bank (the "Bank").
The accompanying unaudited financial statements were prepared in
accordance with instructions for Form 10-QSB and therefore do not
include all disclosure necessary for a complete presentation of the
statements of financial condition, statements of income and statements
of cash flow in conformity with generally accepted accounting
principles. However, all adjustments which are, in the opinion of
management, necessary for the fair presentation of the interim
financial statements have been included. All such adjustments are of a
normal recurring nature. The statement of income for the nine month
period ended June 30, 1998 is not necessarily indicative of the results
which may be expected for the entire year.
It is suggested that these unaudited financial statements be read in
conjunction with the audited financial statements and notes thereto for
the Bank for the year ended September 30, 1997.
2. Plan of Conversion
------------------
On October 14, 1997, the Bank's Board of Directors approved a plan
("Plan") to convert from a federally-chartered mutual savings bank to a
federally-chartered stock savings bank subject to approval by the
Bank's members. The Plan, which included formation of the holding
company, Quitman Bancorp, Inc., was subject to approval by the Office
of Thrift Supervision (OTS) and included the filing of a registration
statement with the SEC. The conversion was completed on April 2, 1998.
Actual conversion costs were accounted for as a reduction in gross
proceeds.
The Plan called for the common stock of the Bank to be purchased by the
holding company and for the common stock of the holding company to be
offered to various parties in an offering at a price of $10.00 per
share.
The stockholders of the holding company will be asked to approve a
proposed stock option plan and a proposed restricted stock plan at a
meeting of the stockholders after the conversion. Shares issued to
directors and employees under these plans may be from authorized but
unissued shares of common stock or they may be purchased in the open
market. In the event that options or shares are issued under these
plans, such issuances will be included in the earnings per share
calculation; thus, the interests of existing stockholders would be
diluted.
The Bank may not declare or pay a cash dividend if the effect thereof
would cause its net worth to be reduced below either the amounts
required for the liquidation account discussed below or the regulatory
capital requirements imposed by federal regulations.
At the time of conversion, the Bank established a liquidation account
(which is a memorandum account that does not appear on the balance
sheet) in an amount equal to its retained income as reflected in the
latest balance sheet used in the final conversion prospectus. The
liquidation account will be maintained for the benefit of eligible
account holders who continue to maintain their deposit accounts in the
Bank after
- 7 -
the conversion. In the event of a complete liquidation of the Bank (and
only in such an event), eligible depositors who continue to maintain
accounts shall be entitled to receive a distribution from the
liquidation account before any liquidation may be made with respect to
common stock.
- 8 -
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Quitman Bancorp, Inc. (the "Company") may from time to time make
written or oral "forward-looking statements" including statements contained in
the Company's filings with the Securities and Exchange Commission (including
this report on Form 10-QSB), in its reports to stockholders and in other
communications by the Company, which are made in good faith by the Company
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements involve risks and uncertainties, such
as statements of the Company's plans, objectives, expectations, estimates and
intentions, that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's financial performance to differ materially from the
plans, objectives, expectations, estimates and intentions expressed in
forward-looking statements: the strength of the United States economy in general
and the strength of the local economies in which the Company conducts
operations; the effects of, and changes in, trade, monetary and fiscal policies
and laws, including interest rate policies of the Board of Governors of the
Federal Reserve System, inflation, interest rate and market and monetary
fluctuations; the timely development of and acceptance of new products and
services of the Company and the perceived overall value of these products and
services by users, including the features, pricing and quality compared to
competitors' products and services; the willingness of users to substitute
competitors' products and services for the Company's products and services; the
success of the Company in gaining regulatory approval of its products and
services, when required; the impact of changes in financial services' laws and
regulations (including laws concerning taxes, banking, securities and
insurance); technological changes, acquisitions; changes in consumer spending
and saving habits; and the success of the Company at managing the risks
described above involved in the foregoing.
The Company cautions that these important factors are not exclusive.
The Company does not undertake to update any forward-looking statement, whether
written or oral, that may be made from time to time by or on behalf of the
Company.
Comparison of Financial Condition at June 30, 1998 and September 30, 1997
Total assets increased by $5.2 million or 13.36% due primarily to the increase
in cash and cash equivalents, investment securities and loans resulting from
funds received from capital stock issued by Quitman Bancorp, Inc., the Bank's
newly formed holding company.
Advances from the Federal Home Loan Bank in the amount of $1.6 million were
repaid.
Total equity increased by $5,877,374 as result of net income for the nine months
ended June 30, 1998, changes in the unrealized gain or loss on
available-for-sale securities, and capital stock issued, reduced by a guaranty
of a loan to the Bank's employee stock ownership plan.
- 9 -
Non-Performing Assets and Delinquencies
Loans accounted for on a non-accrual basis decreased to $16,000 at June 30, 1998
from $124,000 at September 30, 1997. The decrease was the result of five loans
being reclassified to performing loans and three loans being added to
non-accrual. The allowance for loan losses was $370,000 at June 30, 1998.
Comparison of the Results of Operations for the Three Months Ended June 30,
1998 and 1997
Net Income. Net income increased by $7,000 or 8.6% from net income of $88,000
for the three months ended June 30, 1997 to net income of $95,000 for the three
months ended June 30, 1998. This increase is primarily the result of increased
interest income and non-interest income that were reduced by increases in
interest expense and non-interest expense. The return on average assets
decreased from .93% to .90% for the three months ended June 30, 1997 and 1998,
respectively.
Net Interest Income. Net interest income increased $90,000 or 29.4%, from
$306,000 for the three months ended June 30, 1997 to $396,000 for the three
months ended June 30, 1998. The increase was primarily due to an increase in
loans.
Interest Income. Interest income increased $102,000 for the three months ended
June 30, 1998 compared to the same three months ended June 30, 1997. The
increase in interest income was primarily due to an increase in the average
balance of interest-earning assets. The average balance of interest-earning
assets increased by 11.6%. This increase in average interest-earning assets
added an additional $102,000 of interest income. The average yield on
interest-earning assets increased moderately to 9.0% from 8.9% for the three
months ended June 30, 1998 and 1997, respectively.
Interest Expense. Interest expense increased $12,000 from $499,000 for the three
months ended June 30, 1997 to $511,000 for the three months ended June 30, 1998.
The increase in interest expense was due to an increase in interest-bearing
liabilities of $1.2 million and a slight increase in the cost of funds of 20
basis points (100 basis points equals 1%). The average balances of deposits and
advances from the Federal Home Loan Bank increased by $1.8 million and decreased
by $1.1 million, respectively, from the three months ended June 30, 1997 to the
three months ended June 30, 1998.
Non-Interest Income. Non-interest income increased by $3,900 primarily from gain
realized on the sale of foreclosed property in the amount of $4,100.
Non-Interest Expense. Non-interest expense increased by $84,000 primarily due to
increased compensation and other personnel expense, furniture and equipment
expense and other operating expenses . Our compensation and other personnel
expense increased an aggregate of $50,000 between the periods as a result of
year-end pay raises, hiring of additional part time employees, and accrued
contributions in the amount of $30,000 to our employees stock ownership plan.
These accrued contributions commenced in April 1998. Our furniture and equipment
expense increased by $16,000 between the periods as a result of acquisition of
new equipment which increased our depreciation cost by $11,000 and our repairs
and maintenance cost increased by a $5,000. The increases in other operating
expenses were primarily attributable to an increase in office supplies expense
in the amount of $7,000, and expense of the holding company in the amount of
$9,000. We expect non-interest expense to increase in the future due to the
employee stock ownership plan and the holding company's expense of being a
public company.
Income Taxes. Income tax expense amounted to $45,000 for the three months ended
June 30, 1997 compared to $51,000 for the three months ended June 30, 1998.
Comparison of the Results of Operations for the Nine Months Ended June 30, 1998
and 1997
- 10 -
Net Income. Net income decreased by $38,000 or 16% from net income of $237,000
for the nine months ended June 30, 1997 to net income of $199,000 for the same
nine months of fiscal 1998. This decrease is primarily the result of increased
non-interest expense that more than offset increases in net interest income and
non-interest income. The return on average assets decreased from .85% to .63%
for the nine months ended June 30, 1997 and 1998, respectively.
Net Interest Income. Net interest income increased $105,433 or 11.4%, from
$921,240 for the nine months ended June 30, 1997 to $1,026,673 for the nine
months ended June 30, 1998. The increase was primarily due to an increase in
residential mortgages and consumer loans.
Interest Income. Interest income increased $234,000 for the nine months ended
June 30, 1998 compared to the nine months ended June 30, 1997. The increase in
interest income was primarily attributable to an increase in the average balance
of interest-earning assets. The average balance of interest-earning assets
increased by 12.75%. This increase in average interest-earning assets added an
additional $234,000 of interest income. The average yield on interest-earning
assets decreased moderately to 8.7% from 8.9% for the nine months ended June 30,
1998 and 1997, respectively.
Interest Expense. Interest expense increased $129,000 from $1,460,000 for the
nine months ended June 30, 1997 to $1,589,000 for the nine months ended June 30,
1998. The increase in interest expense was attributable to an increase in the
average balance of interest-bearing liabilities of $1.7 million and a slight
increase in the cost of funds of 20 basis points (100 basis points equals 1%).
The average balances of deposits and advances from the Federal Home Loan Bank
increased by $1.8 million and decreased by $.6 million, respectively, from the
nine months ended June 30, 1997 to the nine months ended June 30, 1998.
Non-Interest Income. Non-interest income increased by $6,000 primarily from gain
on the sale of other real estate of $7,100, and partially offset by a decrease
in late charges.
Non-Interest Expense. Non-interest expense increased by $163,000 primarily due
to increased compensation and other personnel expense, advertising and
contributions to local charitable and volunteer organizations. Our compensation
and other personnel expense increased an aggregate of $83,000 between the
periods as a result of year-end pay raises, our hiring of additional employees
and accrual of $30,000 in contributions to our newly formed employee stock
ownership plan. Our advertising increased between the two periods primarily
because the cost for our annual gift to customers (a form of advertising) was
unusually low during the 1997 period. During the 1997 period, we were able to
secure a bulk quantity of gifts at a large discount. We did not obtain such a
favorable price during the 1998 period and we do not expect in the future to
have as low an advertising expense as we did during the 1997 period. Our
contributions during the nine months ended June 30, 1997 were smaller by
comparison due to the one-time deposit premium to recapitalize the SAIF that we
expensed during the 1996 fiscal year and paid during November 1997. Furniture
and equipment expense increased between the two periods by $25,000, primarily
due to depreciation on new equipment and increased repair and maintenance costs.
Income Taxes. Income tax expense amounted to $123,000 for the nine months ended
June 30, 1997 compared to $113,000 for the nine months ended June 30, 1998.
Liquidity and Capital Resources
Management monitors our risk-based capital and leverage capital ratios in order
to assess compliance with regulatory guidelines. At March 31, 1998, the Bank had
tangible capital, leverage, and total risk-based capital of 13.11%, 13.11% and
24.95%, respectively, which exceeded the OTS's minimum requirements of 1.50%,
3.00% and 8.00%, respectively.
- 11 -
We have received a letter from our computer service vendor assuring us that the
computer services of our vendor will properly function on January 1, 2000, the
date that computer problems are expected to develop worldwide on computer
systems that incorrectly identify the year 2000 as the year 1900 and incorrectly
compute interest, payment or delinquency. However, our vendor, and other
vendors, have not yet eliminated the year 2000 computer problem. Accurate data
processing is essential to our operations and a lack of accurate processing by
our vendor or by us could have a significant adverse impact on our financial
condition and results of operation. We have also examined our computers to
determine whether they will properly function on January 1, 2000 and do not
believe that we will experience material costs to upgrade our computers to meet
our requirements.
We ordered an upgrade to our computer system that is intended to solve our
internal year 2000 computer problem. This upgrade was installed during the
second calendar quarter of 1998 with year 2000 testing to occur by the end of
the third calendar quarter of 1998. We are also awaiting updates from our
computer service vendor concerning their progress with the year 2000 computer
program. In the event our computer service vendor indicates that the year 2000
computer problem cannot be solved in time, we will try to locate a computer
service vendor who has solved the year 2000 computer problem, or if that is not
possible, to identify what steps we can take to minimize the negative impact the
year 2000 computer problem could have on us. Our estimated cost of the year 2000
compliance is $10,000. The amount paid as of June 30, 1998 is $2,688.
- 12 -
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Not applicable.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
As described in the beginning of Part I of this report, the
Conversion, including the initial public offering of the
shares of the registrant, was not completed until April 2,
1998.
The Conversion resulted in the issuance of 661,250 shares of
common stock, $0.10 par value per share, at $10.00 per share
for gross proceeds of $6,612,500. The referenced shares
constitute all of the shares registered by means of a Form
SB-2 (file no. 333-43063) that was declared effective on
February 11, 1998. The offering of securities commenced on
February 20, 1998 and ended on March 17, 1998. The registrant
was assisted by Trident Securities, Inc. on a best efforts
basis. Fees and expenses paid to Trident Securities, Inc.
totaled $150,054.
Total expenses were $411,756, resulting in net proceeds of
$6,200,744. One half of the net proceeds, $3,100,372, was paid
directly by the registrant to its subsidiary bank in return
for 100,000 shares (100% of the issued and outstanding
securities of the subsidiary bank). Of this amount, $10,000
constitutes capital stock of the bank and $3,090,372
constitutes paid in capital of the bank. The remaining one
half of the net proceeds, $3,090,372, was retained by the
registrant. Of this amount, $529,000 was a direct payment in
the form of a loan by the registrant to its subsidiary bank to
fund the purchase by the employee stock ownership plan of the
bank of 52,900 shares of common stock of the registrant. The
remaining amount, $2,561,372, was deposited by the registrant
into an account at the subsidiary bank.
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 Form 8-K
--------------------------------
(a) None.
(b) No reports on Form 8-K were filed during the quarter ended June 30,
1998.
- 13 -
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
QUITMAN BANCORP, INC.
Date: August 12, 1998 By: /s/Melvin E. Plair
----------------------------------------------
Melvin E. Plair
President and Chief Executive Officer
(Principal Executive and Financial Officer)
(Duly Authorized Officer)
Date: August 12, 1998 By: /s/Peggy L. Forgione
----------------------------------------------
Peggy L. Forgione
Vice President and Controller
(Chief Accounting Officer)
- 14 -