SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 3, 1996
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Iroquois Bancorp, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
New York 0-18301 16-1351101
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
115 Genesee Street, Auburn, New York 13021
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code 315 252-9521
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N.A.
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 3, 1996, Cayuga Savings Bank ("Cayuga"), a wholly-owned subsidiary
of Iroquois Bancorp, Inc. ("Registrant") consummated the transactions
contemplated by the Purchase and Assumption Agreement dated December 28, 1995
between Cayuga and OnBank & Trust Co., a New York State chartered bank and trust
company ("OnBank") whereby Cayuga acquired three branches of OnBank's
operations, those located in Moravia, Cayuga County, New York; Lansing, Tompkins
County, New York; and Lacona, Oswego County, New York (the "Branches").
In the transaction, Cayuga acquired certain assets and assumed certain
liabilities of OnBank with respect to the Branches and will continue to operate
the Branches as part of Cayuga Savings Bank. The assets included real property
located at the Moravia and Lacona Branches, cash on hand in the Branches, loans,
rights with respect to security instruments, loan agreements, deposit
agreements, overdrafts, safe deposit box rental agreements, and other agreements
or arrangements between OnBank and its customers and a leasehold interest on the
premises at the Lansing Branch. The fixed assets consist of fixtures, leasehold
improvements, furnishings, vaults, equipment (excluding certain computer
equipment to be retained by OnBank), supplies, and personal property ordinarily
maintained at the Branches owned or subject to lease by OnBank. Cayuga has also
assumed liabilities for all deposit accounts, lease obligations, lines of
credit, responsibilities with respect to customer safe deposit boxes and
responsibilities with respect to individual retirement accounts (IRA's).
As a result of the acquisition, Cayuga will expand its geographic market
into additional regional locations in upstate New York not currently being
served by Cayuga but consistent with its strategic plan of providing local
community banking services to appropriate upstate New York markets.
The description of the transaction contained herein is qualified in its
entirety by reference to the Purchase and Assumption Agreement dated as of
December 28, 1995 by and between Cayuga and OnBank, a copy of which was filed
with the 8-K Report on May 18, 1996 as Exhibit (2).
2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired:
Not Applicable
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated financial
statements are filed with this report:
Pro Forma Condensed Consolidated Balance Sheet at March 31, 1996 Page F-1
Pro Forma Condensed Consolidated Statements of Income:
Year Ended December 31, 1995.................................... Page F-2
3 Months Ended March 31, 1996................................... Page F-3
Notes to Pro Forma Condensed Consolidated Statements of Income.. Page F-4
The Pro Forma Condensed Consolidated Balance Sheet of Registrant at March
31, 1996 reflects the financial position of Registrant after giving effect to
the acquisition of the assets and assumption of the liabilities discussed in
Item 2 and assumes the acquisition took place on March 31, 1996. The Pro Forma
Condensed Consolidated Statements of Income for the fiscal year ended December
31, 1995 and the three months ended March 31, 1996 assume that the acquisition
occurred on January 1, 1995, and January 1, 1996, respectively, and are based on
the operations of Registrant for the year ended December 31, 1995 and the three
months ended March 31, 1996.
THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PRESENTED HEREIN ARE SHOWN FOR ILLUSTRATIVE PURPOSES ONLY AND ARE NOT
NECESSARILY INDICATIVE OF THE FUTURE FINANCIAL POSITION OR FUTURE RESULTS OF
OPERATIONS OF REGISTRANT, OR OF THE FINANCIAL POSITION OR RESULTS OF OPERATIONS
OF REGISTRANT THAT WOULD HAVE ACTUALLY OCCURRED HAD THE TRANSACTION BEEN IN
EFFECT AS OF THE DATE OR FOR THE PERIODS PRESENTED.
THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SHOULD
BE READ IN CONJUNCTION WITH THE HISTORICAL FINANCIAL STATEMENTS AND RELATED
NOTES OF REGISTRANT.
3
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this current report on Form 8-K/A to be signed on
its behalf by the undersigned hereunto duly authorized.
IROQUOIS BANCORP, INC.
Date: July 30 , 1996 By: /s/Marianne R. O'Connor
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Marianne R. O'Connor
Chief Financial Officer & Treasurer
4
PRO FORMA FINANCIAL INFORMATION
IROQUOIS BANCORP, INC. & SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AT MARCH 31, 1996
(UNAUDITED)
(IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)
HISTORICAL
IROQUOIS PRO FORMA PRO
BANCORP BRANCHES/(1)/ ADJUSTMENTS/(2)/ FORMA
----------- ------------- ---------------- ---------
ASSETS
Cash & due from banks $ 9,217 $32,788 $(32,256) $ 9,749
Interest-bearing deposits and Fed Funds sold 3,900 -- 10,000 13,900
Securities available for sale 39,503 -- -- 39,503
Securities held to maturity 50,796 -- -- 50,796
Loans receivable, net 329,417 10,270 -- 339,687
Other assets 18,227 3,621 -- 21,848
-------- ------- -------- --------
Total Assets $451,060 $46,679 $(22,256) $475,483
LIABILITIES
Savings & time deposits $357,856 $36,695 $394,551
Demand deposits 14,749 9,957 24,706
Borrowings 43,104 -- (22,256) 20,848
Other liabilities 2,912 27 -- 2,939
-------- ------- -------- --------
Total Liabilities $418,621 $46,679 $(22,256) $443,044
SHAREHOLDERS' EQUITY
Preferred stock, $1.00 par value, 3,000,000
shares authorized
Series A--31,142 shares issued and outstanding at
March 31, 1996, liquidation value $3,114,000. 31 -- --
Series B--19,153 shares issued and outstanding at
March 31, 1996, liquidation value $1,915,000. 19 -- --
Common stock, $1.00 par value, 3,000,000 shares
authorized; 2,348,711 shares issued and
outstanding at March 31, 1996. 2,349 -- --
Additional paid-in-capital 13,297 -- --
Retained earnings 17,365 -- --
Net unrealized loss on securities available for
sale, net of taxes (16) -- --
Unallocated shares of Stock Ownership Plans (606) -- --
-------- -------- -------- --------
Total Shareholders' Equity $ 32,439 $ -- $ -- $ 32,439
-------- -------- -------- --------
Total Liabilities & Shareholders' Equity $451,060 $46,679 $(22,256) $475,483
-------- -------- -------- --------
(1) REPRESENTS THE ASSETS AND LIABILITIES ACQUIRED AS OF MAY 3, 1996 OF
THREE FORMER BRANCHES OF ONBANK & TRUST CO.
(2) THE DIFFERENCE BETWEEN ASSETS ACQUIRED OF $14 MILLION AND LIABILITIES
ASSUMED OF $47 MILLION WAS RECEIVED IN CASH. THESE FUNDS WERE UTILIZED
TO REDUCE BORROWINGS AT THE FEDERAL HOME LOAN BANK WITH THE REMAINDER
INVESTED IN INTEREST-BEARING FUNDS. THE INTEREST-BEARING FUNDS WILL BE
UTILIZED TO FUND FUTURE GROWTH IN THE COMPANY'S LOAN AND SECURITY
PORTFOLIOS.
F-1
PRO FORMA FINANCIAL INFORMATION
IROQUOIS BANCORP, INC. & SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
HISTORICAL
IROQUOIS PRO FORMA
BANCORP ESTIMATES PRO FORMA
Interest & Dividend Income:
Loans $28,127 $ 997 $29,124
Securities 5,418 628 6,046
Other 168 -- 168
------- ------- -------
Total Interest & Dividend Income 33,713 1,625 35,338
Interest Expense:
Deposits 13,814 1,497 15,311
Borrowings 1,938 (1,061) 877
------- ------- -------
Total Interest Expense 15,752 436 16,188
Net Interest Income 17,961 1,189 19,150
Provision for loan losses 917 -- 917
------- ------- -------
Net Interest Income after provision for Loan Losses 17,044 1,189 18,233
Net gain (loss) on sales of securities and loans -- -- --
Non-interest income 2,461 214 2,675
Non-interest expense 12,650 1,357 14,007
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Net income before income taxes 6,855 45 6,900
Provision for income taxes 2,704 18 2,722
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Net Income $ 4,151 $ 27 $ 4,178
------- ------- -------
Net income per common share $1.60 $.01 $1.61
Weighted average shares outstanding 2,303 -- 2,303
(SEE ACCOMPANYING NOTES TO THE UNAUDITED PRO FORMA CONDENSED STATEMENTS OF
INCOME.)
F-2
PRO FORMA FINANCIAL INFORMATION
IROQUOIS BANCORP, INC. & SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
HISTORICAL
IROQUOIS PRO FORMA
BANCORP ESTIMATES PRO FORMA
Interest & Dividend Income:
Loans $7,110 $ 249 $7,359
Securities 1,372 157 1,529
Other 36 -- 36
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Total Interest & Dividend Income 8,518 406 8,924
Interest Expense:
Deposits 3,535 374 3,909
Borrowings 540 (265) 275
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Total Interest Expense 4,075 109 4,184
Net Interest Income 4,443 297 4,740
Provision for loan losses 296 -- 296
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Net Interest Income after provision for Loan Losses 4,147 297 4,444
Net gain (loss) on sales of securities and loans 2 -- 2
Non-interest income 585 53 638
Non-interest expense 3,102 339 3,441
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Net income before income taxes 1,632 11 1,643
Provision for income taxes 640 4 644
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Net Income $ 992 $ 7 $ 999
------ ----- ------
Net income per common share $ .38 $ -- $ .38
Weighted average shares outstanding 2,314 -- 2,314
(SEE ACCOMPANYING NOTES TO THE UNAUDITED PRO FORMA CONDENSED STATEMENTS OF
INCOME.)
F-3
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
The Unaudited Pro Forma Condensed Consolidated Statements of Operations of
Iroquois Bancorp, Inc. and Subsidiaries (the "Company") for the year ended
December 31, 1995 and for the three months ended March 31, 1996 have been
prepared as if the acquisition of the three branches of OnBank had been
consummated at January 1, 1995 and January 1, 1996, respectively. The branches
acquired did not constitute a distinct business entity for which separate
financial data had historically been prepared. Accordingly, subjective
estimates have been utilized in determining the pro forma adjustments applied to
the historical audited results of operation of the Company.
(1) The Pro Forma Estimates relating to the Branch Acquisition assume the
following:
(i) Interest rates on loans and deposits approximate the yields on actual
loans and deposits acquired.
(ii) Interest rates on securities reflect anticipated reinvestment rate on
net proceeds available for investment.
(iii) Reduced interest expense on borrowings reflects use of $22 million
of net proceeds to reduce average outstanding borrowings at Federal
Home Loan Bank of New York.
(iv) Non-interest income is based upon historical and budgeted earnings
of branches acquired.
(v) Non-interest expenses are based upon budgeted branch operating
information and include the amortization of the excess of cost over
fair value of net assets acquired.
(vi) Income taxes have been provided using the Company's effective tax
rate.
(2) The excess of cost over fair value of net assets acquired is being
amortized over seven years and amounts to $440,000 per year.
F-4