TOTAL NUMBER OF PAGES 18 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 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: 0-25750 ------- PENFED BANCORP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 61-1275478 ------------------------- -------------------- State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 215 W. Shelby Street, Falmouth, KY 41040 -------------------------------------- ---------------- (Address of principal executive offices) (Zip Code) (606) 654-6961 ------------------------------------------------- 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 --- --- Indicate the number of share outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at August 1,1996 - ------------------------ ---------------------------- Common Stock, $0.01 Par Value 307,660 Common Share 1 PENFED BANCORP, INC. INDEX Part I Financial Information Page Item 1 Consolidated Financial Statements Consolidated Statements of Financial Condition, June 30, 1996 and December 31, 1995 1 Consolidated Statements of Income, Three Months Ended June 30, 1996 and 1995 2 Consolidated Statements of Income, Six Months Ended June 30, 1996 and 1995 3 Consolidated Statements of Cash Flows, Six Months Ended June 30, 1996 and 1995 4 Notes to Consolidated Financial Statements 5 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Part II Other Information 15 Signatures 16 PENFED BANCORP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION ASSETS June 30 December 31 1996 1995 (unaudited) ----------- ----------- Cash and balances with banks $ 264,642 $ 248,547 Interest-bearing deposits in other depository institutions 440,700 347,413 Investment securities, held to maturity 372,032 250,000 Mortgage-backed securities, held to maturity 544,460 578,671 Federal Home Loan Bank capital stock 235,600 224,500 Loans receivable, net 25,703,455 24,339,783 Office property and equipment, at cost, less accumulated depreciation 356,472 379,033 Real Estate Owned 0 59,948 Mortgage servicing rights 11,040 0 Other assets 115,474 122,455 ----------- ----------- Total assets $28,043,875 $26,550,350 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Savings deposits $ 4,183,181 $ 3,630,984 Certificates of deposit 16,383,494 16,289,193 Advances from Federal Home Loan Bank 2,300,000 1,400,000 Other liabilities 83,812 127,195 ----------- ----------- Total liabilities 22,949,180 21,447,372 Stockholders' equity: Preferred stock, 500,000 shares authorized and unissued Common stock, $.01 par value, 2,000,000 shares authorized; 345,000 shares issued; 307,660 shares outstanding at June 30, 1996 3,450 3,450 Additional paid in capital 3,112,931 3,109,755 Retained income, substantially restricted 2,325,977 2,235,233 Employee Stock Ownership Plan (224,240) (244,260) Treasury stock (124,730) (1,200) ----------- ----------- Total stockholders' equity 5,093,388 5,102,978 ----------- ----------- Total liabilities and $28,043,875 $26,550,350 stockholders' equity =========== =========== 1 PENFED BANCORP,INC. CONSOLIDATED STATEMENTS OF INCOME (unaudited) Three months ended June 30 --------------------------- 1996 1995 ----------- ----------- Interest on loans $ 495,274 $ 463,892 Interest on investment securities 17,648 13,042 Interest on interest-bearing deposits in other depository institutions 4,840 3,525 Other interest income 4,000 6,874 ----------- ----------- Total interest income 521,762 487,333 ----------- ----------- Interest on savings deposits and advances: NOW accounts 4,024 1,694 Savings accounts 20,139 19,066 Certificates 245,966 218,828 Federal Home Loan Bank Advances 18,301 27,315 ----------- ----------- Total interest expense 288,430 266,903 ----------- ----------- Net interest income 233,332 220,430 ----------- ----------- Provision for loan losses 3,000 3,000 ----------- ----------- Net interest income after provision of loan losses 230,332 217,430 ----------- ----------- Noninterest income 30,056 13,079 ----------- ----------- Other expenses: Salaries and benefits 80,252 72,058 Occupancy expense 16,555 18,356 Equipment and data processing 13,412 8,762 Professional services 35,750 14,379 Federal insurance premium 11,422 10,320 State ad valorem taxes 7,059 5,188 Other 27,835 24,172 ----------- ----------- Total other expenses 192,285 153,235 ----------- ----------- Income before income taxes 68,103 77,274 Income tax expense 22,063 28,313 ----------- ----------- Net income $ 46,040 $ 48,961 =========== =========== Net income per share $ 0.13 $ 0.15 =========== =========== Weighted average common share 322,399 317,934 outstanding 2 PENFED BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (unaudited) Six months ended June 30 ----------- ----------- 1996 1995 ----------- ----------- Interest on loans $ 1,043,136 $ 870,887 Interest on investment securities 30,924 22,974 Interest on interest-bearing deposits in other depository institutions 10,229 21,718 Other interest income 7,900 6,955 ----------- ----------- Total interest income 1,092,189 922,534 ----------- ----------- Interest on savings deposits and advances: NOW accounts 6,991 3,224 Savings accounts 39,318 39,347 Certificates 495,974 432,228 Federal Home Loan Bank Advances 38,874 69,840 ----------- ----------- Total interest expense 581,157 544,639 ----------- ----------- Net interest income 511,032 377,895 ----------- ----------- Provision for loan losses 6,000 6,000 ----------- ----------- Net interest income after provision of loan losses 505,032 371,895 ----------- ----------- Noninterest income 61,125 19,556 ----------- ----------- Other expenses: Salaries and benefits 153,346 126,400 Occupancy expense 35,057 38,053 Equipment and data processing 27,553 19,839 Professional services 57,277 23,198 Federal insurance premium 21,986 20,639 State ad valorem taxes 12,018 10,377 Other 54,795 37,286 ----------- ----------- Total other expenses 362,032 275,792 ----------- ----------- Income before income taxes 204,125 115,659 Income tax expense 64,051 41,263 ----------- ----------- Net income $ 140,074 $ 74,396 =========== =========== Net income per share $ 0.44 $ 0.23 =========== =========== Weighted average common share outstanding 323,137 317,667 3 PENFED BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Six months ended June 30 ----------- ----------- 1996 1995 ----------- ----------- Cash flows from operating activities: $ (45,871) $ 85,559 ----------- ----------- Cash flows from investing activities: Securities ( 87,821) (641,283) Loans receivable (1,303,724) (2,281,289) Purchases equipment 0 (154,800) ----------- ----------- Net cash used investing activities: (1,391,545) (3,077,372) Cash flows from financing activities: Deposits 646,498 717,425 Advances from FHLB 900,000 (400,000) Net proceeds from stock conversion 0 2,153,327 ----------- ----------- Net cash used in financing activities 1,546,498 2,470,752 Net cash and cash equivalents 109,382 (521,061) Cash and cash equivalents at beginning of period 595,960 901,500 ----------- ----------- Cash and cash equivalents at end of period $ 705,342 $ 380,439 =========== =========== 4 PENFED BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS GENERAL The accompanying consolidated financial statements of Penfed Bancorp, Inc. (the "Corporation") and Pendleton Federal Savings Bank (the subsidiary, "Savings Bank") have been prepared in accordance with the instructions for Form 10-QSB and therefore do not include certain information or footnotes necessary for the presentation of financial position in accordance with generally accepted accounting principles. However, in the opinion of management, the consolidated financial statements reflect all adjustments (which consist of normal recurring accruals) necessary for a fair presentation of the results for the unaudited periods. The results of operations for the six months ended June 30, 1996 are not necessarily indicative of the results which may be expected for the entire year. The consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 1995. Allowance for Loan Losses: An analysis of the changes in the loan loss allowance for the six months ended June 30, 1996 follows: Three Months Ended Six Months Ended 1996 1995 1996 1995 Beginning balance $ 109,063 $ 97,063 $ 106,063 $ 94,063 Provision 3,000 3,000 6,000 6,000 --------- --------- -------- -------- Ending balance $ 112,063 $ 100,063 112,063 100,063 ========= ========= ======== ======== Mortgage Servicing Rights In May 1995, the Financial Accounting Standards Board issued SFAS 122, Accounting for Mortgage Servicing Rights, an amendment to SFAS 65. The Company elected to adopt SFAS 122 for its financial statement reporting in the first quarter of 1996. SFAS 122 prohibits retroactive application. Accordingly, the Company's financial statement reporting for the year of 1995 was accounted for under the original SFAS 65. As a consequence, the Company's 1996 results are not directly comparable to the results of 1995. Net income for 1996 was increased by approximately $11,000 as a result of the adoption. 5 Mortgage Servicing Rights continued FAS 122 eliminates the accounting distinction between servicing rights acquired through purchase transactions and those acquired through origination activities. Recognition of mortgage servicing rights related to loan origination activities was not permitted for periods prior to the adoption of FAS 122. When a mortgage banking enterprise purchases or originates a mortgage loan with a definitive plan to sell the loan and retain the mortgage servicing rights, FAS 122 requires that a portion of the loan be allocated to the mortgage servicing rights based on its fair value relative to the fair value of the loan including the mortgage servicing rights. To determine the fair value of the servicing rights created during 1995, the Company used the market prices of comparable servicing sale contracts when available, or alternatively, a valuation model that calculates the present value of estimated future cash flows. The estimates of future cash flows are based on assumptions that market participants would use in estimating future net servicing income. These assumptions included estimates of the cost of servicing per loan, the discount rate, float rate, and inflation rate, ancillary income per loan, prepayment speeds and default rates. Mortgage servicing rights are amortized over the estimated life of the related loans in proportion to estimated net servicing income. To evaluate potential impairment at the end of each quarter, the postimplementation mortgage servicing portfolio is disaggregated based on its predominant risk characteristics. The Company has determined those risk characteristics to be loan type and interest rate. The resulting segments of the portfolio are then valued using the same model as was originally used to determine the fair value at origination using current assumptions. The calculated value is then compared with the book value of each segment to determine if a reserve for impairment is required. Effect of Implementing New Accounting Standards: None 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The primary business of Pendleton Federal Savings Bank is the origination of residential real estate loans and funding such loans through deposits and other borrowings. The largest component of the Bank's net income is net interest income, which is the difference between interest income and interest expense. Consequently, the Bank's earnings are primarily dependent on its interest income, which is determined by (1) the difference ("interest rate spread") between rates of interest earned on interest-earning assets and rates paid on interest-bearing liabilities, and (2) the relative amounts of interest-earning assets and interest-bearing liabilities. Because most deposit accounts react more quickly to market interest rate movements than do traditional mortgage loans, sharp increases in rates can adversely affect the Bank's earnings over time. Financial Condition Total assets increased by 5.6% during the quarter ended June 30, 1996. Loans receivable and investment securities increased 5.6% and 48.8%, respectively. Mortgage-backed securities decreased 5.9%. Deposits increased 3.2% and Federal Home Loan Bank advances increased 64.3%. Due to the continuing marketing efforts of the Bank to take advantage of opportunities for lending growth in its market areas, the Bank's loans receivable balance increased during the second quarter. Fixed rate loans are generally sold in the secondary market; therefore their origination does not result in increases to the Bank's loan portfolio. During the quarter, the Bank was able to increase its loans receivable balance by originating adjustable rate mortgage loans that are retained in the Bank's loan portfolio. Future increases in the Bank's loans receivable balances will be funded through increased deposits or Federal Home Loan Bank advances, if required. Investment securities increased due to a purchase of a SBA pool and a municipal bond. 7 The Bank experienced an increase in deposits due to new depositors opening accounts. Management will continue to monitor deposit levels in light of prevailing interest rates and other factors and may choose to increase deposit rates in the future to preserve market share or obtain required levels of cash flows. To the extent that the Bank elects to increase deposit rates in order to attract and/or maintain deposits and to fund future loan growth and other operating needs, interest income may be adversely affected. Currently, however, management does not anticipate the necessity of offering above-market interest rates on deposits. Stockholders' equity decreased from 19.2% of assets at December 31, 1995 to 18.2% of assets at June 30, 1996. This is due primarily to the increase in loans and treasury stock pruchases. Although the level of nonperforming loans increased for the second quarter as compared to the same quarter of the prior year, (see table below) overall the Bank continued to experience low loan losses. The following table sets forth information with respect to the Bank's nonperforming assets for the periods indicated. During the periods shown, the Bank had no restructured loans with the meaning of Statement of Financial Accounting Standards No. 15. At June 30, --------------------- 1996 1995 ------- -------- (Dollars in thousands) Loans accounted for on a non-accrual basis $ 740 $ 386 Accruing loans which are contractually past due 90 days or more 0 63 -------- -------- Total of non-accrual and 90 days past due loans $ 740 $ 449 ======== ======== Other real estate owned 0 0 -------- -------- Total nonperforming assets $ 740 $ 449 ======== ======== Ratio of nonperforming loans to total loans 2.9% 1.9% ======== ======== Ratio of nonperforming assets to total assets 2.6% 1.8% ======== ======== Ratio of allowance for loan losses to total loans 0.4% 0.4% ======== ======== Ratio of allowance for loan losses to nonperforming loans 15.1% 22.3% ======== ======== 8 The Bank's total nonperforming loans and total nonperforming assets at June 30, 1996 increased 64.8%, as compared to June 30, 1995. Nonperforming loans at June 30, 1996 increased due to a general increase in delinquencies, however all nonperforming loans are collateralized by residential property. Based on management's review of the value of the underlined collateral and other factors, no losses are expected. The Bank's allowance for loan losses increased $12,000 from June 30, 1995 to June 30, 1996 and the provision for loan losses remained constant at $6,000 in the first six months of 1996 as compared to the first six-months of 1995. (See "Allowance for Loan Losses" of the Notes to the Consolidated Financial Statements). Results of Operations Three Months Ended June 30, 1996, Compared to June 30, 1995. The Corporation's net income for the quarter ended June 30, 1996 decreased 5.9% as compared to the same quarter of 1995 due to a increase in interest expense of 8.1%, an increase in other expenses of 29.1%, offset by an increase in interest income of 7.1% and an in increase in noninterest income of 129.8%, and an decrease in income tax expense of 22.1%. Net interest income before provision for loan losses increased by 5.9%. Total interest income increased 7.1%, due to an increase in the effective rate earned on interest-earning assets. Even though the trend for interest rates was lower for the June 30, 1996 quarter as compared to the same period in 1995, competitive conditions in Pendelton Federal's market area have allowed the Bank to maintain near the same interest rate this quarter as compared to the same period last year. Total interest expense increased 8.1% as a result of an increase in the effective rate paid on interest-bearing liabilities, and also due to the increase in the balance of interest-bearing deposits. Noninterest income increased 129.8% for the three months ended June 30, 1996 as compared to the same quarter of 1995. The primary reason for this increase is late charge income earned on loans, which increased 91.7%. Other expenses increased by 29.1% for the three months ended June 30, 1996 as compared to the same quarter of 1995. Salaries and benefits increased 11.4% due primarily to the implementation of the Employee Stock Option Plan and Management Recognition Plan. Professional services, principally legal and accounting fees, increased 148.6% due to increased reporting requirements associated with being a public company. 9 The increase in other expenses, offset by the increase in net interest income along with the increase in noninterest income, combined to result in a decrease in income before income taxes of 11.9%. Income taxes decreased by 12.8% as result of lower profits. Six Months Ended June 30, 1996, Compared to June 30, 1995. The Corporation's net income for the six months ended June 30, 1996 increased 96.3% as compared to the same quarter of 1995 due to an increase in net interest income of 35.2% and an increase in noninterest income of 212.6%, offset by an increase in other expenses of 33.1% and an increase in income tax expense of 55.2%. Net interest income before provision for loan losses increase by 35.2%. Total interest income increased 18.4%, due to an increase in the effective rate earned on interest-earning assets. Even though the trend for interest rates was lower for the first six months as compared to the same period in 1995, competitive conditions in Pendelton Federal's market area have allowed the Bank to maintain near the same interest rate this six months as compared to the same period last year. Total interest expense increased 6.7% as a result of an increase in the effective rate paid on interest-bearing liabilities, and also due to the increase in the balance of interest-bearing deposits. Noninterest income increased 192.8% for the six months ended June 30, 1996 as compared to the first quarter of 1995. The primary reason for the increase is late charge income earned on loans, which increased 110.2% Other expenses increased by 33.1% for the six months ended June 30, 1996 as compared to the same period of 1995. Salaries and benefits increased 21.3% due primarily to the implementation of the Employee Stock Option Plan and Management Recognition Plan. Professional services, principally legal and accounting fees, increased 146.9% due to increased reporting requirements associated with being a public company. The increase in net interest income along with the increase in noninterest income, offset by the increase in other expenses, combined to result in an increase in income before income taxes of 78.3%. Income taxes increased by 55.2% as a result of higher profits. 10 Liquidity and Capital Resources Liquidity Pendleton Federal is required by federal regulations to maintain specified levels of "liquid" assets consisting of cash and other eligible investments. The current level of liquidity required by the OTS is 5% of the sum of net withdrawable savings and borrowings due within one year. The Bank's regulatory liquidity at June 30, 1996 and December 31, 1995 was 6.28% and 6.24%, respectively. Management believes that the Bank has an adequate level of liquidity to meet anticipated cash flow needs. Capital Resources The Office of Thrift Supervision ("OTS") imposes regulations which provide that savings associations must maintain certain levels of capital. The regulations include a leverage limit, a tangible capital requirement and a risk-based capital requirement. Specifically, the regulations provide that savings associations must maintain tangible capital equal to 1.5% of adjusted total assets, core capital equal to 3% of adjusted total assets and a combination of core and supplementary capital equal to 8% of risk weighted assets. Pendleton Federal is in compliance with these capital regulations. The OTS capital regulations also require savings associations to maintain capital based on the amount of their exposure to losses from changes in market interest rates ("interest rate risk"). The calculation performed by the OTS indicates that the Bank has no additional capital requirement resulting from excessive exposure to interest rate risk. The OTS has also proposed an amendment to its core capital requirement to conform to the leverage capital requirements applicable to national banks. The Bank does not expect such amendment, if adopted, to cause the Bank to fall below its capital requirements. The following table summarizes the Bank's capital requirements and position at March 31, 1996 and December 31, 1995 in accordance with the capital standards imposed by the OTS. Amounts are in thousands. 11 June 30, December 31, 1996 1995 -------------- -------------- Amount % Amount % ------- ----- ------- ----- Tangible capital $5,089 18.2 $5,103 19.2 Tangible capital requirement 421 1.5 398 1.5 ------ ---- ------ ---- Excess $4,668 16.7 $4,705 17.7 ====== ==== ====== ==== Core capital $5,089 18.2 $5,103 19.2 Core capital requirement 841 3.0 797 3.0 ------ ---- ------ ---- Excess $4,248 15.2 $4,307 16.2 ====== ==== ====== ==== Tangible capital $5,089 $5,103 Allowance for loan loss 112 106 ------ ---- ------ ---- Total capital (core and supplemental) 5,201 32.3 5,209 33.9 Risk-based requirement 1,285 8.0 1,228 8.0 ------ ---- ------ ---- Excess $3,916 24.3 $3,981 25.9 ====== ==== ====== ==== Impact of Inflation and Changing Prices The Consolidated Financial Statements and Notes presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of the Company's operations. Unlike most industrial companies, nearly all the assets and liabilities of the Company are monetary in nature. As a result, interest rates have a greater impact on the Company's performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods and services. Effect of Implementing New Accounting Standards See "Notes to the Consolidated Financial Statements for discussion of new accounting standards. 12 Possible BIF-SAIF Premium Disparity The Federal Deposit Insurance Corporation ("FDIC") has lowered the deposit insurance assessment rate for most commercial banks insured by the Bank Insurance Fund ("BIF") to 0.04% of insured deposits. The FDIC has indicated that the assessment rate for SAIF-insured institutions will not fall below .23% of insured deposits until approximately the year 2002. This decrease in BIF rates has resulted in a substantial disparity in deposit insurance premiums paid by savings institutions, such as the Bank, which are insured by the Savings Association Insurance Fund ("SAIF") and institutions insured by the BIF. The lower rates paid by BIF-insured institutions are likely to give them a significant competitive advantage over SAIF-insured institutions such as the Bank. To alleviate this disparity, one proposal being considered by the U.S. Department of Treasury, the FDIC, and the U.S. Congress provides that a one-time assessment estimated to be 80 basis points be imposed on all SAIF-insured deposits to cause the SAIF insurance fund to reach its designated reserve ratio (currently 1.25%). Once this occurs, the two funds would be merged into one fund. There can be no assurance that this proposal or any other proposal will be implemented or that premiums for either fund will not be adjusted in the future by the FDIC or legislative action. The payment of a special assessment would severely and negatively impact the Bank's results of operations, resulting in a net charge of up to approximately $106,000, after adjusting for tax benefits. However, if such a special assessment is imposed and the SAIF is recapitalized, it could have the effect of reducing the Bank's insurance premiums in the future, thereby creating equal competition between BIF-insured and SAIF-insured institutions. In addition, another proposal under consideration by Congress would require savings associations to convert their charters to that of commercial banks in connection with a merger of the BIF and the SAIF. Under current tax laws, a savings association converting to a commercial bank charter must recapture into taxable income the portion of the tax debt reserve that exceeds the 1988 tax loan loss reserve. Under the proposal, $126,566 of the Bank's bad debt reserve would be required to be recaptured into taxable income. If this legislation is enacted into law, the Bank would also no longer be allowed to use the reserve method for tax loan loss provisions, but would be required to change to the charge-off method for tax purposes. No certainty exists that the pending legislation will be enacted into law. 13 Asset/Liability Management Pendleton Federal's future financial performance depends to a large extent on how successful the Bank is in limiting the sensitivity of the Bank's earnings and net asset value to changes in interest rates. Such sensitivity may be analyzed by examining the amount by which the market value of the Bank's portfolio equity changes given an immediate and sustained change in interest rates. At March 31, 1995, (the most recent report available) the Bank's market value of portfolio equity would decrease by $416,000 or 8.0% and increase by $384,000 or 7.0% given a 200 basis point immediate and sustained increase or decrease, respectively, in interest rates. Based on this analysis, management believes that the Bank has an acceptable level of interest rate risk and is adequately protected from the effects of interest rate fluctuations. Management believes that interest rate risk is one of the most significant factors affecting the Bank's future ability to generate earnings consistently. Accordingly, management has focused on strategies to reduce the Bank's interest risk in recent years. These strategies include the origination of its portfolio of adjustable rate mortgage loans with greater interest rate sensitivity than long term fixed rate mortgage loans, the sale of long term fixed rate loans in the secondary market and increasing the balance of transaction accounts. Sources of non-interest income such as loan servicing fees and service charges on deposits are also emphasized. 14 PENFED BANCORP, INC. PART II OTHER INFORMATION ITEM 1 Legal Proceeding None ITEM 2 Changes in Securities None ITEM 3 Defaults Upon Senior Securities None ITEM 4 Submission of Matters to a Vote of Security Holders None ITEM 5 Other Information None ITEM 6 Exhibits and Reports on Form 8-K None 15 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. PENFED BANCORP, INC. August 8, 1996 /s/ David C. Wills - ------------- ------------------------- Date David C. Wills President and Chief Executive Officer (Duly Authorized Officer) August 8, 1996 /s/ Leann Banta - ------------- ------------------------- Date Leann Banta Secretary and Controller (Principal Financial Officer) 16