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. 0-24621
Farnsworth Bancorp Inc.
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(Exact name of Small Business Issuer as Specified in Its Charter)
New Jersey 22-3591051
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(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
789 Farnsworth Avenue, Bordentown, New Jersey 08505
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(Address of Principal Executive Offices)
(609) 298-0723
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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 NO X
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Number of shares of Common Stock outstanding as of October 3, 1998: 379,858
Transitional Small Business Disclosure Format (check one)
YES NO X
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FARNSWORTH BANCORP INC.
Contents
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Page(s)
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.............................................3
Item 2. Management's Discussion and Analysis or Plan of Operation........3
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................8
Item 2. Changes in Securities and Use of Proceeds........................8
Item 3. Defaults upon Senior Securities..................................8
Item 4. Submission of Matters to a Vote of Security Holders..............8
Item 5. Other Information................................................8
Item 6. Exhibits and Reports on Form 8-K.................................8
Signatures................................................................9
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PART I. FINANCIAL INFORMATION
Items 1 and 2
Farnsworth Bancorp Inc. is a savings and loan holding company for
Peoples Savings Bank (the "Bank"), the wholly owned subsidiary of the
registrant. The conversion of the Bank from the mutual to stock form of
ownership and simultaneous issuance of shares of common stock of the registrant
(the "Conversion"), as described in the registration statement filed on Form
SB-2 (File No. 333-56689) with the Securities and Exchange Commission, occurred
after June 30, 1998. The Conversion was completed on September 29, 1998.
Management's discussion and analysis is not provided due to its extremely
limited utility with respect to the financial statements presented.
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Farnsworth Bancorp Inc.
Statements of Financial Condition
(Unaudited)
At June 30, 1998
ASSETS:
Total Assets $ --
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $ --
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Stockholders' Equity:
Preferred Stock, $0.10 par value per share,
Authorized - 1,000,000 shares;
Issued and Outstanding - None --
Common Stock, $.10 par value per share,
Authorized - 5,000,000 shares;
Issued and Outstanding - None --
Additional Paid-in Capital $ --
-----------
Total Stockholders' Equity $ --
-----------
Total Liabilities and Stockholders' Equity $ --
===========
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Farnsworth Bancorp Inc.
STATEMENT OF INCOME
For the period beginning April 1, 1998
to June 30, 1998
(Unaudited)
Net Income $ --
======
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Farnsworth Bancorp Inc.
STATEMENT OF CASH FLOWS
For the period beginning April 1, 1998
to June 30, 1998
(Unaudited)
Cash flows from operating, financing and investing activities $ --
===========
Net cash provided by operation,
financing and investing activities $ --
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Cash and cash equivalents at beginning of period $ --
-----------
Cash and cash equivalents at end of period $ --
===========
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Farnsworth Bancorp Inc.
NOTES TO FINANCIAL STATEMENTS
Note 1. Incorporation and Organization
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Farnsworth Bancorp Inc. ("Registrant") was incorporated in May 1998,
solely for the purpose of becoming a savings and loan holding company of Peoples
Savings Bank (the "Bank"). Accordingly, no information is provided for the nine
months ended June 30, 1998. As of June 30, 1998, the Registrant had not
conducted any business. Information is not provided at the fiscal year end of
September 30, 1997 as the Registrant did not exist at that date.
Note 2. Plan of Reorganization
----------------------
On June 12, 1998, the Registrant filed a Registration Statement on Form
SB-2 ("Registration Statement") with the Securities and Exchange Commission
("SEC"). The Registration Statement was filed as part of a plan of conversion
(the "Plan") and transactions incident to the Plan, pursuant to which (i) the
Bank converted from the mutual to stock form and simultaneously issued common
stock to the Registrant in exchange for at least one half of the net proceeds of
the related offering of common stock of the Registrant conducted by the
Registrant (ii) certain depositors of the Bank received an interest in a
liquidation account of the Bank established for this purpose pursuant to federal
law. The Bank is a federally chartered savings bank which is regulated by the
Office of Thrift Supervision ("OTS").
Note 3. Subsequent Events
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The events contemplated by the Plan were consummated on September 29,
1998. As a result of this consummation, 379,858 shares of common stock of the
Registrant were issued resulting in gross proceeds to the Registrant of
$3,798,580.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
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Not applicable.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
Not applicable.
Item 3. Defaults Upon Senior Securities
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Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
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Not applicable.
Item 5. Other Information
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Not applicable.
Item 6. Exhibits and Reports on Form 8-K
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(a) None.
(b) No reports on Form 8-K were filed during the quarter ended
June 30, 1998.
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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.
FARNSWORTH BANCORP, INC.
Date: October 6, 1998 By: /s/Gary N. Pelehaty
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Gary N. Pelehaty
President and Chief Executive Officer
(Principal Executive Officer)
(Duly Authorized Officer)
Date: October 6, 1998 By: /s/Charles Alessi
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Charles Alessi
Vice President, Secretary and Treasurer
(Principal Financial and Accounting
Officer)