1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
Of The Securities Exchange Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1998 Commission file number 33-20417
Capital Directions, Inc.
(Exact name of registrant as specified in its charter)
Michigan 38-2781737
-------- ----------
(State of other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
322 South Jefferson St., Mason, Michigan 48854-0130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517) 676-0500
Securities registered pursuant to Section 12 (b) of the act: NONE
Securities registered pursuant to Section 12 (g) of the act: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such 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 by check mark if disclosure of delinquent filer pursuant to item 405 of
Registration S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The registrant estimates that as of March 23, 1999 the aggregate market value of
the voting stock held by non-affiliates of the registrant was approximately
$16,691,890. This is based on a market price of $35.75 per share for the
Registrant's stock as of that date.
As of March 23, 1999, the registrant had outstanding 596,122 shares of common
stock having a par value of $5 per share.
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DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareholders for the Year Ended December 31, 1998 (Form 10-K,
Part I, Part II, Part III, and Part IV)
Proxy Statement for the Annual Meeting of Shareholders to be held April 22, 1999
(Form 10-K, Part III)
PART I
Item 1. Business
Capital Directions, Inc. (the "Registrant") is a one-bank holding company
registered under the Bank Holding Company Act of 1956, as amended. The
Registrant was incorporated on August 11, 1987 and formed for the purpose of
enabling Mason State Bank (the "Bank") to form a one-bank holding company and
engage in any other related activity allowed. Mason State Bank was consolidated
with Mason Bank on July 22, 1988, thereby causing Mason State Bank to become a
wholly-owned subsidiary of the Registrant.
Mason State Bank purchased Lakeside Insurance Services, Inc. in 1994 to take
advantage of the expanded insurance powers granted to banks in 1994. Lakeside is
licensed in Michigan to sell life insurance and variable annuity contracts.
The Registrant has no substantial assets except the investments in Mason State
Bank. The Registrant and its primary subsidiary, Mason State Bank, operate in
the banking industry, which accounts for substantially all of their assets,
revenues and operating income. Further discussion of the operations of the
Registrant and its subsidiaries is discussed under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the 1998 Annual
Report to the Shareholders, incorporated herein by reference. The Registrant's
primary competition is substantially the same as Mason State Bank's as discussed
below.
The Bank was organized in 1886 under the laws of Michigan and is subject to the
Michigan Banking Code of 1969. It is insured by the Bank Insurance Fund through
the Federal Deposit Insurance Corporation. The Bank is regulated by the Michigan
Financial Institutions Bureau and the Federal Deposit Insurance Corporation. The
Federal Reserve Board regulates the Registrant. The Bank's Principal office is
located at 322 South Jefferson Street, Mason, Michigan. It operates a branch at
661 North Cedar Street, Mason, Michigan and opened its second branch on October
1, 1998 at 810 W. Bellevue, Leslie, Michigan.
Banking services are provided to individuals, businesses, local state and
federal governmental units and institutional customers located in Mason and the
surrounding areas. Services include demand deposits, savings and time deposits,
collections, cash management, night depositories and personal, installment,
commercial and real estate loans. The Bank offers a credit card program
affiliated with the Visa and MasterCharge Inter-Bank charge card system.
The Bank maintains a correspondent relationship with several of the major banks
in the Detroit area and elsewhere, in order to provide for the clearance of
checks, the transfer of funds, and the periodic purchase and sale of Federal
funds, and participation in large loans which would be beyond the Bank's legal
lending limit if made by the Bank alone.
The Bank has full and part-time employees (40 full-time equivalents) and owns
its main office and Cedar Street office. The new facility in Leslie is operated
under a lease agreement. The Bank operates primarily within Ingham County.
Competing with the Bank in Ingham County are several other commercial banks and
financial institutions, some of which have significantly greater total resources
than the Bank.
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Item 1. Business-Statistical Disclosure
I. Distribution of Assets, Liabilities and Shareholders' Equity;
Interest Rates and Interest Differential
(A), (B) The following table sets forth average balances for major
categories of interest earning assets and interest bearing
liabilities, the interest earned (on a fully taxable
equivalent basis) or paid on such amounts, and average
interest rates earned or paid thereon.
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1998 1997
----------------------------------- ----------------------------------
Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
------- -------- ------ ------- -------- ------
(Dollars in thousands)
ASSETS
Loans, including fees(1) $ 69,172 $5,870 8.49% $ 54,870 $4,910 8.95%
Taxable investment
securities 10,095 662 6.56 12,893 878 6.81
Non-taxable investment
securities(2) 4,051 324 8.00 4,545 357 7.85
Federal funds sold 2,487 134 5.39 1,295 68 5.25
-------- ------ ------- ------
Total earning assets 85,805 6,990 8.15% 73,603 6,213 8.44%
Cash and due from 2,337 2,710
banks
Other assets, net 2,473 3,074
-------- -------
Total non-interest
earning assets 4,810 5,784
-------- -------
Total assets $ 90,615 $79,387
======== =======
LIABILITIES
Interest bearing
demand deposits $ 10,213 156 1.53% $ 9,299 182 1.96%
Savings deposits 17,592 522 2.97 16,586 487 2.94
Time deposits under
$100,000 20,923 1,218 5.82 21,133 1,213 5.74
Time deposits of
$100,000 or more 10,173 576 5.66 8,551 493 5.77
Other borrowings 10,816 653 6.04 3,501 219 6.26
-------- ------ ------- ------
Total interest bearing
liabilities 69,717 3,125 4.48% 59,070 2,594 4.39%
------ ------
Demand deposits 8,870 8,674
Other liabilities 1,381 1,743
Shareholders' equity 10,647 9,900
------ ------
Total non-interest
bearing liabilities and
equity 20,898 20,317
-------- -------
Total liabilities and
equity $ 90,615 $79,387
======== =======
Net interest income $3,865 $3,619
====== ======
Net yield on interest
earning assets(2) 4.50% 4.92%
==== =======
(1) Average balances for loans include non-accrual loans. The
inclusion of non-accrual loans and fees does not have a material
effect on either the average balance or the average interest
rate.
(2) Interest on non-taxable investment securities is reflected on a
fully tax equivalent basis using an effective tax rate of 34% for
1998 and 1997.
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I. Distribution of Assets, Liabilities and Shareholders' Equity; Interest
Rates and Differential (continued)
(C) The following table summarizes the changes in interest income (on
a fully taxable equivalent basis) and interest expense resulting
from changes in volume and changes in rates:
---------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS) 1998 COMPARED TO 1997 1997 COMPARED TO 1996
--------------------------------------------------------------------------------------------------------------------------
INTEREST INCOME VOLUME(1) RATE(1) TOTAL VOLUME(1) RATE(1) TOTAL
Loans $ 1,225 $ (265) $ 960 $ 480 $ 35 $ 515
Taxable investment
securities (185) (31) (216) (92) 31 (61)
Non-taxable investment
securities (2) (39) 6 (33) (44) 7 (37)
Federal funds sold 64 2 66 (45) (2) (47)
-------- ----- ----- ------ ----- -----
Total interest income 1,065 (288) 777 299 71 370
INTEREST EXPENSE
Interest bearing demand
deposits 17 (43) (26) (21) (17) (38)
Savings deposits 30 5 35 (15) 13 (2)
Time deposits under
$100,000 (12) 17 5 (14) 2 (12)
Time deposits of $100,000
or more 92 (9) 83 107 6 113
Other borrowings 442 (8) 434 88 2 90
-------- ----- ----- ------ ----- -----
Total interest expense 569 (38) 531 145 6 151
-------- ----- ----- ------ ----- -----
Net interest income $ 496 $(250) $ 246 $ 154 $ 65 $ 219
(1) The change in interest due to both volume and rate has
been allocated to volume and rate in proportion to the
relationship of the absolute dollar amounts of the change
in each.
(2) Interest on tax-exempt investment securities is based on a fully
taxable equivalent basis.
II. Investment Portfolio
(A) A table of carrying values of the investment portfolio as of
December 31, 1998 and 1997 is set forth in Note 3 on page 14 of
the 1998 Annual Report to Shareholders. Such information is
incorporated herein by reference.
(B) The following table shows the relative maturities and weighted
yields of investment securities at December 31, 1998: (dollars
in thousands)
Held-To-Maturity
1 Year or less 1 Year - 5 Years 5 Years - 10 Years After 10 Years
Amount Yield Amount Yield Amount Yield Amount Yield
------ ----- ------ ----- ------ ----- ------------
U.S. Government agencies(2) $ 713 6.87% $ 690 6.87% $ 0 0.0% $ 395 9.0%
State and political
subdivisions
Non-taxable (1) 1,265 6.31 1,124 7.77 1,090 8.46 999 8.94
------ ------ ------ ------
Total $1,978 6.51% $1,814 7.43% $1,090 8.46% $1,394 8.96%
====== ====== ====== ======
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II. Investment Portfolio (continued)
Available-For Sale
1 Year or less 1 Year - 5 Years
Amount Yield Amount Yield
------ ----- ------ -----
U.S. Government agencies (2) $ 959 6.57% $ 577 6.44%
State and political subdivisions
Taxable 509 6.08
Corporate securities (2) 1,349 6.75 1,926 6.59
----- -------
Total $2,308 6.68% $ 3,012 6.48%
====== =======
(1) Weighted average yield adjusted to a taxable equivalent
basis using a federal income tax rate of 34 percent.
(2) Mortgage Backed securities and Corporate securities, as
reflected in the above schedules consider anticipated
prepayments and calls.
(C) The Registrant held no investment securities of a single issuer,
except U.S. Government Agency securities, in an amount greater than ten
percent of shareholders' equity as of December 31, 1998.
III. Loan Portfolio
(A) A table of loans outstanding as of December 31, 1998 and 1997 is
set forth in Note 4 on page 15 of the 1998 Annual Report to
Shareholders. Such information is incorporated herein by
reference.
The loan portfolio is systematically reviewed and the results
reported to the Board of Directors of the Registrant. The purpose
of these reviews is to assist in assuring proper loan
documentation, to provide for the early identification of
potential problem loans and to help ensure the adequacy of the
allowance for loan losses.
(B) The following table sets forth the remaining maturity of loans
outstanding (excluding real estate mortgages, installment and
lease financing) at December 31, 1998, according to scheduled
payments of principal (in thousands) and considering the banks
"rollover policy."(1)
(In thousands)
1 Year 1 Year - After
or less 5 Years 5 Years Total
------- -------- -------- --------
Commercial and
Agricultural $ 2,739 $ 2,186 $ 622 $ 5,547
======= ======= ======== ========
The following table sets forth commercial and agricultural loans
due after one year, which have predetermined interest rates and/or
adjustable interest rates at December 31, 1998.
(In thousands)
Fixed Adjustable
Rate Rate Total
------- -------- -------
Due after one but within five
years $ 1,052 $ 1,134 $ 2,186
Due after five years 274 348 622
------- -------- -------
Total $ 1,326 $ 1,482 $ 2,808
======= ======== =======
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III. Loan Portfolio (continued)
(1) The "rollover policy" is to generally write terms of these
loans for a shorter time then the expected payments. The
purpose of this is to re-evaluate the term and credit of the
respective borrower. We estimate that this happens on
approximately 80% of these borrowings and is reflected as such
in this schedule.
(C). Risk Elements
(1). Nonaccrual, Past Due, Impaired and Restructured Loans.
A table and discussion of nonaccrual, past due,
impaired and restructured loans for the years ended
December 31, 1998 and 1997 is in "Management's
Discussion and Analysis of Financial Condition and
Results of Operations" on pages 2, 3, and 4 under
Provision and allowance for loans losses, Note 1 under
"Loans" and "Allowance for Loan Losses" on page 12 and
in Note 5 on page 15 in the 1998 Annual Report to the
Shareholders. Such information is incorporated herein
by reference.
Gross interest income that would have been recorded in
1998 on such loans if the loans had been current in
accordance with their original terms and outstanding
throughout the period or since origination was $5,172.
No income was included in interest income on these
loans in 1998.
(2). Potential Problem Loans
There are no material loans that are current as to
which management has serious doubts as to the ability
of the borrower to comply with the loan repayment
terms, or which are expected to need adjustments in
their repayment terms, or which are believed to
require additional provisions for loan losses.
(3). Foreign Outstandings
There were no foreign outstandings as of December 31,
1998 and 1997.
(4). Loan Concentrations
There were no concentrations of loans exceeding 10% of
total loans that have not been already disclosed as a
category at December 31, 1998.
(D). Other Interest Bearing Assets
As of December 31, 1998, there were no other interest
bearing assets that would be required to be disclosed under
Item III, Parts (C) (1) or (C) (2) of the loan portfolio
listing if such assets were loans.
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IV. Summary of Loan Loss Experience
(A). The following table sets forth loan allowance balances and
summarizes changes in the allowance for loan losses for each
of the two years ended December 31.
Analysis of the Allowance For Loan Losses
(Dollars in thousands) 1998 1997
---- ----
Balance, beginning of period $ 1,035 $ 1,020
------- --------
Loans charged-off
Commercial and agricultural 0 7
Real estate-construction 0 0
Real estate-mortgages 0 0
Lease financing 0 0
Installment and others 30 19
-------- --------
Total 30 26
Recoveries of loans charged-off
Commercial and agricultural 3 6
Real estate-construction 0 0
Real estate-mortgages 0 0
Lease financing 0 0
Installment and others 26 35
-------- --------
Total 29 41
Net charge-offs (recoveries) 1 (15)
Additions charged (credited)
to operations (23) 0
-------- --------
Balance at end of period $ 1,011 $ 1,035
======== ========
Average gross loans outstanding $ 69,172 $54,870
======== =======
Ratio of net charge-offs(recoveries)
during the period to average gross
loans outstanding during the
period 0.00% -0.03%
Further discussion of the provision and allowance for loan losses as
well as non-performing and impaired loans is presented in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" on pages 2, 3, and 4, Note 1 on page 12 and Note 5 on page
15 in the 1998 Annual Report to the Shareholders, incorporated herein
by reference.
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IV. Summary of Loan Loss Experience (continued)
(B) The following table presents an allocation for loan losses
to the various loan categories at December 31:
1998 1997
% of % of
(Dollars n thousands) Allowance Loans to Allowance Loans to
Amount Total Loans Amount Total Loans
------- ---------- ------- --------
Commercial and agricultural $ 81 6.77% $ 74 6.92%
Real estate-mortgages 491 89.12 4 87.21
Installment and other 45 4.11 7 5.87
Unallocated 394 N/A 950 N/A
------- --------- ------- --------
Total $ 1,011 100.00% $ 1,035 100.00%
======= ========= ======= ========
Mason State Bank is committed to the maintenance of an allowance
for loan losses in amounts sufficient to absorb loan and lease
losses inherent in the loan portfolio. To assure the adequacy of
balances and the resulting provision allocations, measurements
against historical performance and current analyses of asset
quality are undertaken on a periodic basis with consideration for
qualitative factors. These evaluations support the budgeted
allowance provisions and the traditional philosophy of accounting
for losses as they are recognized.
On a predetermined basis, a Loan Loss Allowance Model (LLAM) is
completed quarterly for the Bank. The results of the LLAM provide
a consistent, conservative management tool for quantifying the
amount of risk in the loan portfolio. This LLAM computes a
suggested allowance balance to be compared to the actual allowance
for loan losses. The difference between the suggested and actual
allowance is monitored and maintained at an amount considered
reasonable to provide for potential losses inherent in the
portfolio.
To determine the suggested allowance balance, two tests are
applied to the various loan categories. The test with the most
conservative (greatest) allowance allocation is selected for each
category. The two tests are then combined with a separate
qualitative factor spread against all loan categories.
The first test includes establishment of a minimum allocation
percentage for each loan (primarily commercial) based upon its
loan grade. The second test involves computing the actual loss
experience over the last five years for each of the loan
categories (primarily consumer and residential real estate loans).
The factor applied to the current outstanding loan balances of
these loan categories is equal to at least the five-year average
of net charge-offs to average loans for the appropriate loan
portfolio.
When economic conditions or other factors warrant, a qualitative
factor is applied against all loan categories. Management declared
that such a factor be instituted for 1998 given the unprecedented
seven year expansion of the United States economy and the
expection of a reversal of this trend in the near future. The
factor applied to the current outstanding of all loan balances is
equal to the seven year average of net charge-offs to average
loans for the seven year period prior to the start of the current
economic expansion (years 1985 through 1991).
The allowance allocations above were deemed by management to be
amounts reasonably necessary to provide for the inherent losses in
the various loan categories as of December 31, 1998 and 1997.
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V. Deposits
The following table sets forth average deposit balances and the
weighted average rate paid for each of the two years ended December 31:
1998 1997
(Dollars in thousands) Average Average
Balance Rate Balance Rate
------- ---- ------- ----
Non interest-bearing demand deposits $ 8,870 $ 8,674
Interest-bearing demand deposits 10,213 1.53% 9,299 1.96%
Savings deposits 17,592 2.97 16,586 2.94
Time deposits under $100,000 20,923 5.82 21,133 5.74
Time deposits of $100,000 or more 10,173 5.66 8,551 5.77
------- -------
Total $67,771 3.65% $64,243 3.70%
======= =======
The following table summarizes time deposits in amounts of $100,000 or
more by time remaining until maturity as of December 31, 1998:
(In thousands)
Three months or less $ 6,988
Over three months through six months 2,003
Over six months through one year 562
Over one year 1,724
--------
Total $ 11,277
========
As of December 31, 1998 the registrant had no foreign deposits.
VI. Return on Equity and Assets
The following table presents the ratios for the year ended December 31:
1998 1997
---- ----
Net income to average total assets 1.47% 1.56%
Net income to average shareholders' equity 12.53 12.47
Cash dividend payout ratio per share 42.63 33.65
Average shareholders' equity to average total assets 11.75 12.47
VII. Short Term Borrowings - Not applicable
Item 2. Properties
The Bank owns the land on which the Bank's main office is located. The
land measures 85' by 170' and bears the municipal address of 322 South
Jefferson Street, Mason, Michigan. The permanent building, also owned
by Mason State Bank, has approximately 6,800 square feet including
banking facilities, storage and personnel lounge areas. This brick
structure was built in the mid 1800's and has gone through several
remodelings, the last one being in 1986 and is in good general
condition. A parking area with spaces to accommodate 20 vehicles
occupies part of the property; part is occupied by two drive-in banking
stations.
The Bank also owns the land used as a Branch office. The land measures
368' by 297' and bears the municipal address of 661 North Cedar Street,
Mason, Michigan. The permanent building, built in the 1960's, also
owned by Mason State Bank, measures approximately 2,400 square feet,
including banking facilities, storage and personnel lounge areas. This
building is also in good condition. A parking area with spaces to
accommodate 24 vehicles occupies part of the property; part is occupied
by 4 drive-in banking stations.
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Item 2. Properties (continued)
In October 1998, the Bank established an in-store branch located within
the Felpausch Food Center, 810 Bellevue Street, Leslie, Michigan. The
Bank entered into a lease arrangement and occupies 709 square feet of
the southeast corner of the store. Prior to occupancy, this space was
renovated to provide full service banking accommodations. Customer
parking is readily available and maintained by Felpausch Food Center.
The Registrant operates its business at the same address as Mason State
Bank's main office. As of March 19, 1999, the Registrant owned no
properties.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the Registrant
or its subsidiaries is a party or to which any of its property is
subject, except for proceedings which arise in the ordinary course of
business. In the opinion of management, pending legal proceedings will
not have a material effect on the consolidated financial statements of
the Registrant or its subsidiaries.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Additional Item - Executive Officers
Executive officers of the Registrant are appointed annually by the
Board of Directors at the meeting of Directors following the Annual
Meeting of Shareholders. There are no family relationships among these
officers and/or Directors of the Registrant or any arrangement or
understanding between any officer and any other person pursuant to
which the officer was elected.
The following sets forth certain information with respect to the
Registrant's Executive Officers and Directors as of December 31, 1998.
Position With First Elected as an
Name (Age) Registrant Officer of the Registrant
---------- ---------- -------------------------
George A. Sullivan (66) Chairman 1988
Gerald W. Ambrose (49) Vice Chairman 1994
Timothy P. Gaylord (44) President and C.E.O. 1995
Douglas W. Dancer (58) Secretary 1990
Mr. Sullivan is a Director of the registrant and Chairman of the Board
of Directors of Mason State Bank.
Mr. Ambrose is a Director of the registrant and Vice Chairman of the
Board of Directors of Mason State Bank.
Mr. Gaylord is a Director of the registrant and President and Chief
Executive Officer of Mason State Bank.
Mr. Dancer is a Director of the registrant and Secretary of the Board
of Directors of Mason State Bank.
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PART II
I. The information required by this item appears in the Capital
Directions, Inc. Annual Report to Shareholders for the year ended
December 31, 1998, and is incorporated herein by reference, as
follows:
Pages in 1998
Annual Report
-------------
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters 1
Item 6. Selected Financial Data 1
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation 2 - 7
Item 7a. Quantitative and Qualitative Disclosures About
Market Risk Not required as
registrant meets
requirements to be
a small business filer
Item 8. Financial Statements and Supplementary Data 8 - 23
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure None
Part III
The information required by this item is included in the Capital
Directions, Inc. 1999 Proxy Statement, dated March 29, 1999, and is
incorporated herein by reference, as follows:
Page in 1999
Proxy Statement
---------------
Item 10. Directors and Executive Officers of the Registrant 3 - 4
(In addition, reference is made to additional item -
Executive Officers under Part I, Item 4 of this Form
10-K report on page 11)
Item 11. Executive Compensation 4 - 6
Item 12. Security Ownership of Certain Beneficial Owners
and Management 2 - 3
Item 13. Certain Relationships and Related Transactions 6 - 7
The information appearing in the Corporation's Proxy
Statement and in Note 4 on page 15 of the Notes to
Consolidated Financial Statements of the 1998 Annual Report
to Shareholders is incorporated by reference in response to
this item.
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Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a). The following documents are filed as part of this report:
1. The following consolidated financial statements of
Capital Directions, Inc. included in the 1998 Annual
Report to Shareholders for the year ended December 31,
1998, are incorporated herein by reference in Item 8:
Page in 1998
Annual Report
-------------
Consolidated balance sheets -
December 31, 1998 and 1997 8
Consolidated statements of income for the years
ended December 31, 1998, 1997, and 1996 9
Consolidated statements of cash flows for the years
ended December 31, 1998, 1997, and 1996 10
Consolidated statements of changes in shareholders'
equity for the years ended December 31, 1998,
1997, and 1996 11
Notes to consolidated financial statements 12 - 23
Report of Independent Auditors 7
2. Financial Statement Schedules
Not applicable
3. Exhibits
(3a) Articles of Incorporation and (3b) Bylaws (previously
filed as Exhibits included in Capital Directions, Inc.
Registration Statement Amendment No. 1 to Form S-4, No. 1
to Form S-4, No. 33-20417, Dated March 17, 1988).
(10) Material Contracts
(a) Incentive Compensation Plans (previously
filed as Exhibits included in Capital
Directions, Inc.'s 1988 10-K reported dated
March 29, 1989 and the 1993 10-K report dated
March 29, 1994).
(b) Directors Deferred Compensation Plans
(previously filed as Exhibits included in
Capital Directions, Inc.'s 1988 10-K report
dated March 29, 1989).
(c) Supplementary Executive Retirement Plan
(previously filed as Exhibits included in
Capital Directions, Inc.'s 1988 10-K report
dated March 29, 1989).
(13) Annual Report to Shareholders for the year ended
December 31, 1998 (filed herewith).
(22) Subsidiaries of registrant (previously filed as
Exhibits included in Capital Directions, Inc.'s
1988 10-K report dated March 29, 1989).
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Part IV - Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(Continued)
(23) Consents of experts. Consent of Crowe, Chizek and
Company LLP.
(27) Financial Data Schedule for EDGAR filer.
(b). Reports on Form 8-K
No reports of Form 8-K were filed during the last quarter of
the year covered by this report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 23, 1999.
CAPITAL DIRECTIONS, INC.
/s/ Timothy P. Gaylord Timothy P. Gaylord
- -------------------------- (President and Chief Executive Officer)
/s/ Lois A. Toth Lois A. Toth
- -------------------------- (Treasurer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been duly signed by the following persons in the capacities
indicated on March 23, 1999.
/s/ George A. Sullivan George A. Sullivan
- -------------------------- Chairman of Board of Directors
/s/ Gerald W. Ambrose Gerald W. Ambrose
- -------------------------- Vice Chairman of Board of Directors
/s/ Douglas W. Dancer Douglas W. Dancer
- -------------------------- Secretary of Board of Directors
/s/ Timothy P. Gaylord Timothy P. Gaylord
- -------------------------- President and Chief Executive Officer
/s/ Marvin B. Oesterle Marvin B. Oesterle
- -------------------------- Director
/s/ Paula Johnson Paula Johnson
- -------------------------- Director
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Index to Exhibits
The following exhibits are filed or incorporated by reference as part of this
report:
3(A) Articles of Incorporation of the Registrant as currently in effect and any
amendments thereto (Incorporated herein by reference to exhibit 3(A) of
the Registrants' Form S-4 Registration Statement dated March 17, 1988 No.
33-20417).
3(B) Bylaws of the Registrant as currently in effect and any amendments thereto
(Incorporated herein by reference to exhibit 3(B) of the Registrants' Form
S-4 Registration Statement dated March 17, 1988 No. 33-20417).
10(A) Incentive Compensation Plans (Incorporated herein by reference to exhibit
10(A) to Registrants' Report on Form 10-K for the year ended December 31,
1988 and December 31, 1988 and December 31, 1993 [1988 and 1993 10-K
Report]).
10(B) Directors Deferred Compensation Plan (Incorporated herein by reference to
exhibit 10(B) to Registrants' Report on Form 10-K for the year ended
December 31, 1988 [1988 10-K Report]).
10(C) Supplementary Executive Retirement Plan (Incorporated herein by reference
to exhibit 10(C) to Registrants' Report on Form 10-K for the year ended
December 31, 1988 [1988 10-K Report]).
13 Annual Report to Shareholders for the year ended December 31, 1998 (filed
herewith).
22 List of Subsidiaries (Incorporated herein by reference to exhibit 22 to
Registrants' Report on Form 10-K for the year ended December 31, 1988
[1988 10-K Report]).
23 Consents of experts. Consent of Crowe, Chizek and Company LLP.
27 Financial Data Schedule for EDGAR filer.
16