SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] 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 0-18301
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IROQUOIS BANCORP, INC.
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(Exact name of Registrant as specified in its charter)
New York 16-1351101
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value
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(Title of Class)
Floating Rate Cumulative Preferred Stock, Series A, $1.00 par value
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(Title of Class)
Floating Rate Noncumulative Preferred Stock, Series B, $1.00 par value
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(Title of Class)
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___________
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation 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. [_]
The aggregate market value of the shares of Registrant's voting stock, its
Common Stock, held by non-affiliates of Registrant as of February 27, 1998 was
$44,176,000 based upon the closing sale price of $25.25 per share of Common
Stock on that date, as reported by the NASDAQ Stock Market.
The number of shares outstanding of Registrant's Common Stock as of February 27,
1998 was 2,392,580.
Documents Incorporated by Reference
-----------------------------------
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1997 are incorporated by reference into Part I and II.
Portions of the Registrant's Definitive Proxy Statement relating to the Annual
Meeting of Shareholders to be held April 30, 1998 are incorporated by reference
into Part III.
This annual report contains certain "forward-looking statements" covered by
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. The Company is making this statement for the express purpose of availing
itself of the safe harbor protection with respect to any and all of such
forward-looking statements, which are contained in Management's Discussion and
Analysis and describe future plans or strategies and include the Company's
expectations of future financial results. The words "believe," "expect,"
"anticipate," "estimate," "project," and similar expressions identify forward-
looking statements. The Company's ability to predict results or the effect of
future plans or strategies is inherently uncertain. Factors that could affect
actual results include interest rate trends, the general economic climate in the
Company's market areas or in the country as a whole, loan delinquency rates, and
changes in federal and state regulation. These factors should be considered in
evaluating the forward-looking statements, and undue reliance should not be
placed on such statements.
2
PART I
Item 1. Description of Business
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GENERAL
Iroquois Bancorp, Inc. (the "Company"), a New York corporation, is a bank
holding company that operates two wholly-owned financial institution
subsidiaries: Cayuga Bank , a New York state-chartered commercial bank and
trust company with its principal offices located in Auburn, New York and The
Homestead Savings FA ("Homestead Savings"), a federally chartered savings
association with its principal offices located in Utica, New York. Prior to
January 1, 1997, the Company was a thrift holding company and Cayuga Bank was a
New York state chartered savings bank. The Company became a bank holding company
in connection with the change in Cayuga Bank's charter from a savings bank to a
commercial bank under New York state law. Cayuga Bank and Homestead Savings are
sometimes referred to herein as the "member banks."
DESCRIPTION OF BUSINESS
The Company, through its member banks and their respective subsidiaries
(collectively, the "Subsidiaries"), is engaged solely in the business of
providing financial services to consumers and businesses. The Company caters to
the particular needs of its market areas through the Subsidiaries, offering a
broad range of financial products and services. Loan products offered by the
Company include mortgages, home equity loans and lines of credit, consumer
installment loans, credit cards, student loans, and commercial loans; deposit
products include savings, checking and time deposits, money market accounts, a
range of deposits for municipalities or other public corporations, and mortgage
escrow accounts. Other services available from the Company include insurance
and investment brokerage services, trust services and safe deposit facilities.
The business of the Company is more fully described in Management's
Discussion and Analysis at pages 5 through 23 of the Company's Annual Report to
Shareholders for the fiscal year ended December 31, 1997 (the "1997 Annual
Report to Shareholders"), incorporated herein by reference to Exhibit (13)
hereto.
MARKET AREA
The Company's market area currently covers the Central New York counties of
Cayuga, Oswego and Oneida and is dominated by a steadily aging population base.
According to market information provided by Claritas Inc., the population of
Cayuga County increased by 1.4% between 1990 and 1996. In Oswego County, the
increase was 4.4%. Based on 1990 census data, in Cayuga County 32.5% of the
population is over the age of 60, a 3% increase over the 1980 census. In Oswego
County the percentages are 25.3% and 6% respectively, and in Oneida County the
percentages are 36.6% and 6%, respectively. These statistics appear to follow a
national trend of people living longer. The Company intends to focus on this
market segment with products and services designed to accommodate an older
population, such as deposit accounts for senior citizens, trust and investment
services for wealth building and retention, and products for meeting housing
needs of the elderly through innovative mortgage programs.
3
Much of the market is rural in character, with 20,598 rural housing units
out of 33,280 in Cayuga County, 32,443 rural housing units of 48,548 in Oswego
County and 34,293 rural housing units out of 101,251 in Oneida County. In
Cayuga County, there are 970 active farms, with 735 active farms in Oswego
County and 887 active farms in Oneida County. The unemployment rate is 5.6% for
Cayuga County, 6.8% for Oswego County and 4.7% for Oneida County.
The Cayuga Bank market area is located in the Finger Lakes region, between
the major Upstate New York cities of Rochester and Syracuse. Cayuga Bank
operates five full service offices in Cayuga County, three of which are within
the City of Auburn, and one office in Oswego County in the Village of Lacona. To
a limited extent the Cayuga Bank market has recently been extended to reach into
the Rochester market area through a brokered mortgage program. The metropolitan
statistical area (MSA) unemployment rate for Rochester is 4.0%. At the end of
the 1997 fiscal year, Cayuga Bank closed an office located in Lansing, Tompkins
County. Cayuga Bank is making efforts to retain customers from the Lansing
office by servicing them through the Moravia Office, the Bank's nearest location
in a contiguous County.
The Homestead Savings market area is located in the Mohawk Valley region,
east of Syracuse, and it includes the City of Utica. In the past several years,
the Mohawk Valley area has experienced a loss of manufacturing jobs and the
closing of the Griffiss Air Force Base in Rome, New York. The region has,
however, shown some signs of stabilization in the manufacturing sector, with the
former Lockheed-Martin manufacturing complex being purchased by ConMed and
announcement of expansion plans for local facilities by companies such as
Special Metals, Xerox and Mobile Climate Control.
COMPETITION
Because the primary business of the Company is the ongoing business of its
Subsidiaries, the competitive conditions faced by the Company are primarily
those of the member banks as financial institutions in their respective
geographic markets. Within their respective market areas, the member banks
encounter intense competition from other financial institutions offering
comparable products. These competitors include commercial banks, savings banks,
savings and loan associations, and credit unions. Competition for the broader
range of financial services provided by all of the Subsidiaries also comes from
non-banking entities such as personal loan companies, sales finance companies,
leasing companies, securities brokers and dealers, insurance companies, mortgage
companies, and money market and mutual fund companies.
To differentiate itself from the competition in its market areas, the
Company places strong emphasis on providing customers with highly personalized
service and products tailored to individual customer's needs. The Subsidiaries
utilize personal sales calls, convenient hours and locations, and loyalty
programs.
In addition to competition for financial services, the Company itself faces
competition for acquisition of other banking institutions or their branches.
Numerous banks and financial institutions in the Company's market areas are
pursuing acquisition strategies and have formed holding companies for the same
reasons as the Company.
STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES
4
I. Distribution of Assets, Liabilities and Stockholders' Equity; Interest
Rates and Interest Differential
Information required by this section of Securities Act Industry Guide 3, or
Exchange Act Industry Guide 3 (Guide 3), is presented in the Registrant's
1997 Annual Report to Shareholders in Management's Discussion and Analysis
on page 7 in Table 1 - Net Interest Income Analysis, and on page 8 in Table
2 - Rate/Volume Analysis, which Tables 1 and 2 are incorporated herein by
reference.
II. Investment Portfolio
Information required by this section of Guide 3 is presented in the
Registrant's 1997 Annual Report to Shareholders in Management's Discussion
and Analysis on page 15 in Table 6 - Securities and on page 16 in Table 7 -
Maturity Schedule of Securities, which Tables 6 and 7 are incorporated
herein by reference.
III. Loan Portfolio
A. Composition of Loan Portfolio
Information required by this section of Guide 3 is presented in the
Registrant's 1997 Annual Report to Shareholders in Management's
Discussion and Analysis on page 10 in Table 3 - Summary of the Loan
Portfolio, which Table 3 is incorporated herein by reference.
B. Maturities and Sensitivities of Loans to Changes in Interest Rates
Information required by this section of Guide 3 is presented in
Registrant's 1997 Annual Report to Shareholders in Management's
Discussion and Analysis on page 10 in the table entitled Selected Loan
Maturity and Interest Rate Sensitivity, which Table is incorporated
herein by reference.
C. 1. Risk Elements
Information required by this section of Guide 3 is presented in
the Registrant's 1997 Annual Report to Shareholders in
Management's Discussion and Analysis on page 14 in Table 5 -
Summary of Non-Performing Assets, which Table 5 is incorporated
herein by reference.
2. Potential Problem Loans
Information required by this section of Guide 3 is presented in
the Registrant's 1997 Annual Report to Shareholders in
Management's Discussion and Analysis on pages 12 through 14, in
the discussion under the caption Non-Performing Assets, which
discussion is incorporated herein by reference.
3. Foreign Outstandings
The Company does not make loans to foreign companies and, at
December 31, 1997, 1996 and 1995, there were no foreign loans
outstanding.
5
4. Loan Concentrations
Information required by this section of Guide 3 is presented in
the Registrant's 1997 Annual Report to Shareholders on pages 42
and 43 in note (17) of the Notes to Consolidated Financial
Statements relating to Commitments and Contingencies, which note
(17) is incorporated herein by reference.
IV. Summary of Loan Loss Experience
A. Analysis of the Allowance for Loan Losses
Information required by this section of Guide 3 is presented in the
Registrant's 1997 Annual Report to Shareholders in Management's
Discussion and Analysis on page 13 in Table 4 - Allowance for Loan
Losses, in the discussion on page 11 under the caption Allowance for
Loan Losses and in the discussion on pages 12 through 14 under the
caption Non-Performing Assets, which Table 4 and which discussions are
incorporated herein by reference.
B. Allocation of the Allowance for Loan Losses
Information required by this section of Guide 3 is presented in the
Registrant's 1997 Annual Report to Shareholders in Management's
Discussion and Analysis on page 13 in that portion of Table 4 -
Allowance for Loan Losses under the separate table heading Allocation
of Allowance for Loan Losses at December 31, which portion of Table 4
is incorporated herein by reference.
V. Deposits
Information required by this section of Guide 3 is presented in the
Registrant's 1997 Annual Report to Shareholders in Management's Discussion
and Analysis on page 7 in Table 1 - Net Interest Income Analysis, on page
17 in Table 8 - Deposits and on page 17 in Table 9 - Maturities of Time
Deposits - $100,000 and Over, which Tables 1, 8 and 9 are incorporated
herein by reference.
VI. Return on Equity and Assets
Information required by this section of Guide 3 is presented in the
Registrant's 1997 Annual Report to Shareholders on page 4 in the table
entitled Selected Consolidated Financial Data, which Table is incorporated
herein by reference.
VII. Short-Term Borrowings
Information required by this section of Guide 3 is presented in the
Registrant's 1997 Annual Report to Shareholders on pages 35 and 36 in note
(7) of the Notes to Consolidated Financial Statements relating to
Borrowings, in that portion of the table therein on information related to
the Federal Home Loan Bank Line of Credit at December 31, 1997 and 1996 and
in the discussion therein under the caption Line of Credit and Term
Advances, which tabular information and discussions are incorporated herein
by reference.
6
EMPLOYEES
At December 31, 1997, the Company and its subsidiaries had 180 full-time
and 37 part-time employees. The Company and its Subsidiaries provide a variety
of benefit programs including group life, health, accident and other insurance
benefits, and retirement and stock ownership plans.
REGULATION AND SUPERVISION
The earnings of banks, and therefore the earnings of the Company, are
affected by policies of regulatory authorities, most significantly the Board of
Governors of the Federal Reserve System (the "FRB") which implements policies to
influence interest rates and the supply of money and credit in the banking
system. The FRB's monetary policies strongly influence the behavior of interest
rates and can have a significant effect on the operating results of commercial
banks, primarily through the FRB's policies that have a direct impact on
interest rates. The effects of various FRB policies on future business and
earnings of the Company cannot be predicted, nor can the nature or extent of any
effects of possible future governmental controls, legislative or regulatory
changes that may be implemented by the FRB or any of the other regulatory
agencies with jurisdiction over the Company or any Subsidiaries.
As sole shareholder of Cayuga Bank, under federal law the Company is a bank
holding company subject to the jurisdiction of the FRB. The Company also falls
within the definition of a thrift holding company as sole shareholder of
Homestead Savings, under the jurisdiction of the Office of Thrift Supervision
("OTS"). Under the provisions of the Economic Growth and Regulatory Paperwork
Reduction Act of 1996 ("EGRPRA"), the OTS adopted rules applicable to holding
companies that qualify as both a bank and thrift holding company, and the OTS no
longer supervises a holding company that controls both a bank and a savings
association if it is registered with the FRB. Accordingly, under federal law,
the Company files all reports with and is subject to regulation, examination,
and supervision solely by the FRB even though it continues to own a savings
association. OTS, however, continues to be the primary regulatory authority for
Homestead Savings, the Company's wholly-owned savings association subsidiary.
The Company also has been and continues to be a bank holding company for
purposes of state law and, as such, is subject to regulation, examination, and
supervision by the New York State Banking Department.
Cayuga Bank operates as a commercial bank, chartered as a New York State
trust company, and is subject to regulation, supervision and examination by the
New York State Banking Department as its primary regulatory authority and by the
Federal Deposit Insurance Corporation ("FDIC"). Homestead Savings is subject to
regulation, supervision and examination by the OTS as its primary regulatory
authority. Cayuga Bank's deposits are insured by the FDIC Bank Insurance Fund
("BIF") and Homestead Savings' deposits are insured by the FDIC Savings
Association Insurance Fund ("SAIF"). Each of the financial institutions is
subject to assessment of insurance premiums as the FDIC may require from time to
time to assure that the BIF and SAIF have adequate reserves. During the last
year, Cayuga Bank, as a well-capitalized institution insured by BIF, paid an
assessment of $0.013 per $100 of qualifying deposits and Homestead Savings, as a
well-capitalized SAIF-insured institution, paid $0.06 per $100 of qualifying
deposits. FDIC deposit insurance coverage under the respective BIF and SAIF is
generally in amounts up to $100,000 per depositor. The FDIC has the power to
terminate insured status or to suspend it temporarily under special conditions.
7
The FRB has adopted minimum capital ratios and guidelines for assessing the
adequacy of capital of bank holding companies. The minimum capital ratios
consist of a risk-based measure, a leverage ratio and a Tier 1 leverage ratio.
Under the risk-based measure, a bank holding company must have a minimum ratio
of qualifying total capital to risk-weighted assets equal to 8%, of which at
least 4% must be in the form of Tier 1 capital. Qualifying total capital is
calculated by adding Tier 1 capital and Tier 2 capital. The risk-based capital
ratio, calculated by dividing qualifying capital by risk-weighted assets, also
incorporates capital charges for certain market risks. The leverage measure of
capital is based on two components, a minimum level of primary capital to total
assets of 5.5% and a minimum level of total capital to total assets of 6.0%.
The Tier 1 leverage ratio requires the ratio of Tier 1 capital to total assets
be at least 3%, and 100 to 200 basis points higher for holding companies that do
not meet certain other criteria. The other criteria include excellent asset
quality, high liquidity, low interest rate exposure and good earnings. At
December 31, 1997, the Company's capital ratios were in excess of the minimum
requirements.
The FRB also places bank holding companies into various categories based
upon these measures of capital adequacy, of which the highest level is "well
capitalized." A bank holding company is considered well capitalized if it
maintains a risk-based capital ratio of 10% or greater, a Tier 1 risk-based
capital ratio of 6% or greater, and a Tier 1 leverage ratio of 4% or greater, or
3% if it has a supervisory rating category (BOPEC) of 1 or has incorporated
market risk measures in its risk-based capital ratio, and if the bank holding
company is not subject to any written agreement, order or similar directive
issued by FRB for maintaining capital levels. Under EGRPRA, a bank holding
company that is deemed to be well-capitalized may engage in permissible non-
banking activities without prior approval from the FRB. Based on the Company's
calculation of its capital ratios, the Company qualifies as a well capitalized
bank holding company.
Both of the financial institution subsidiaries of the Company are also
subject to specific capital requirements of their respective regulators. Cayuga
Bank is subject to FDIC guidelines which require Tier 1 capital of at least 3%
of total assets, and 1% to 2% higher depending upon the bank's financial
condition and growth strategy. The FDIC risk-based capital guidelines require
that the ratio of total capital to risk-weighted assets must be at least 8%,
with a minimum of 4% in Tier 1 capital. Homestead Savings is subject to the
capital adequacy guidelines of the OTS, which require tangible capital of at
least 1.5% of total assets, core capital of at least 3% of total assets, and
minimum risk-based capital of 8% of risk-weighted assets. Both subsidiaries
have in excess of these capital requirements.
For supervisory purposes, each of the federal bank regulatory agencies have
promulgated regulations establishing five categories, ranging from well-
capitalized to critically under-capitalized, depending upon the institution's
capital and other factors. Capital adequacy provisions that apply to both
Cayuga Bank and Homestead Savings under guidelines adopted by all federal
banking regulatory agencies also require market risk measures to be included in
risk-based capital standards.
The Riegle-Neal Interstate Banking Efficiency Act of 1994 permits bank
holding companies and banks to engage in transactions involving interstate
acquisitions and mergers if the holding company and banking institution are
adequately capitalized and managed. The FRB imposes restrictions, however, on
the acquisition by the Company of more than 5% of the voting shares of any bank
or other bank holding company. Under the Community Reinvestment Act of 1977
("CRA"), the federal regulatory agencies are required to assess whether the
holding company or institutions are meeting the credit needs of the communities
served. All bank regulatory agencies take CRA ratings into consideration in
connection with
8
any application for mergers, consolidations, including applications for
acquiring branch offices of operating institutions. New York State Banking
Department regulations impose similar requirements with respect to the CRA.
Cayuga Bank and Homestead Savings are also subject to certain FRB
regulations for the maintenance of reserves in cash or in non-interest bearing
accounts, the effect of which is to increase their cost of funds. Cayuga Bank
is also subject to comprehensive New York state regulation, including
limitations on the amount of dividends that may be paid to Iroquois as its sole
shareholder.
Item 2. Properties
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The Company's properties are all located in Central New York State.
Six banking office facilities are utilized by Cayuga Bank: three in Auburn, one
in Weedsport, one in Moravia, and one in Lacona, all of which are owned. The
Company has two offices in Utica, one office in Waterville, and one office in
Clinton, that are all owned and utilized as banking offices by Homestead
Savings. The Company also leases space in Freedom Mall, Rome, New York for use
by Homestead Savings, which lease expires in June, 1998. All of these
properties are in generally good condition and appropriate for their intended
use. The property used by the Cayuga Bank office in Lansing, New York until it
was closed at the end of 1997 was under lease that expired in December of 1997
and was not renewed.
Item 3. Legal Proceedings
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The Company is not involved in any pending legal proceedings, other
than routine legal proceedings undertaken in the ordinary course of business or
legal proceedings that, in the opinion of the management after consultation with
counsel, if determined adversely, would not have a material effect on the
consolidated financial condition or results of operations of the Company.
Item 4. Submission of Matters to a Vote of Stockholders
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NONE
* * * * * * * * * * *
EXECUTIVE OFFICERS OF THE REGISTRANT
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Name Age Title
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Richard D. Callahan 55 President and Chief Executive Officer
Marianne R. O'Connor 43 Treasurer and Chief Financial Officer
Richard J. Notebaert, Jr. 54 Vice President
Melissa A. Komanecky 32 Vice President-Human Resources
W. Anthony Shay, Jr. 55 Vice President-Operations
All of the foregoing executive officers were elected by the Company's
board of directors at its first board meeting in January for the fiscal year.
Each such executive officer
9
was so elected to serve the Company, in addition to the officer's primary duties
as an executive officer of Cayuga Bank or Homestead Savings, for a term of one
year and until his or her successor is duly elected and qualified at the first
meeting of the board of directors held in January of each fiscal year.
Richard D. Callahan, President and Chief Executive Officer, joined
both the Company and Cayuga Bank in 1994. Prior to that time, he was Regional
Executive Vice President, Regional President, and Senior Executive Vice
President of Operations and Marketing, in that order, for Marine Midland Bank
from 1983 to 1993, after 18 years of prior banking experience.
Marianne R. O'Connor, Treasurer and Chief Financial Officer, joined
Cayuga Bank as manager of the Loan Servicing Department in 1979, subsequently
served as Assistant Comptroller, and was promoted to Treasurer in 1985 and to
Chief Financial Officer in 1988.
Richard J. Notebaert, Jr., Vice President, joined Homestead Savings in
February 1990 as Executive Vice President, and was promoted to President and
Chief Executive Officer of Homestead in 1992. Prior to that time, he had been
Executive Vice President of Monroe Savings Bank for 14 years.
Melissa A. Komanecky, Vice President-Human Resources, joined Cayuga
Bank in December, 1994 as Human Resource Director. She was promoted to Vice
President and Human Resource Director, first of Cayuga Bank and then of the
Company, and became an executive officer of the Company in January, 1997. Prior
to that time, she was Regional Human Resource Manager of Key Bank of New York
from 1988 to 1994.
W. Anthony Shay, Jr., Vice President-Operations, joined Cayuga Bank in
February, 1995 as Vice President. Prior to that time, he was Senior Vice
President Operations Support, Senior Vice President Processing Services Group,
Senior Vice President and Regional Executive, and held other various positions
with Marine Midland Bank from 1964 to 1994.
10
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
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Reference is made to the information on page 46 of the Company's 1997
Annual Report to Shareholders, incorporated herein by reference to Exhibit (13)
hereto.
Item 6. Selected Financial Data
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Reference is made to Selected Consolidated Financial Data on page 4 of
the Company's 1997 Annual Report to Shareholders, incorporated herein by
reference to Exhibit (13) hereto.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
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of Operations
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Reference is made to Management's Discussion and Analysis in the
Company's 1997 Annual Report to Shareholders on pages 5 through 23 thereof,
incorporated herein by reference to Exhibit (13) hereto.
Item 7A. Quantative and Qualitative Disclosures About Market Risk
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Reference is made to the discussion under the caption Market Risk and
Interest Rate Risk Management on pages 19 through 21 and to Table 10 - Net
Portfolio Analysis and Table 11 - Interests Rate Sensitivity Table on page 20 of
Management's Discussion and Analysis in the Company's 1997 Annual Report to
Shareholders, which discussion and Tables 10 and 11 are incorporated herein by
reference to Exhibit (13) hereto.
Item 8. Financial Statements and Supplementary Data
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The consolidated financial statements of the Company, together with the
report thereon of its independent auditors, included in the 1997 Annual Report
to Shareholders on pages 24 through 45 thereof, along with the Unaudited
Summarized Quarterly Financial Information on page 46 thereof, are incorporated
herein by reference to Exhibit (13) hereto. The financial statements of the
Iroquois Bancorp 401(k) Savings Plan, together with the report thereon of its
independent auditors, as required by Rule 15d-21 pursuant to Section 15(d) of
the Securities Exchange Act of 1934, as amended, are incorporated herein by
reference to Exhibit (99) hereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure
--------------------
None.
11
PART III
Item 10. Directors and Executive Officers of the Registrant
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(a) Identification of directors.
Reference is made to pages 6 and 7 under the caption ELECTION OF
DIRECTORS in the Company's Definitive Proxy Statement relating to its Annual
Meeting of Shareholders to be held on April 30, 1998 (the "Proxy Statement"),
incorporated herein by reference.
(b) Identification of executive officers.
The information pertaining to the Company's executive officers is
included in Part I of this Annual Report on Form 10-K following Item 4 hereof as
permitted by Instruction 3 to Item 401(b) of Regulation S-K.
(c) Family relationships.
There are no family relationships between any director, executive
officer, or any person nominated or chosen by the Company to become a director
or executive officer. Officers of the Company serve for a term of office from
the date of election to the next annual meeting of the board of directors and
until their respective successors are elected and qualified, except in the case
of death, resignation, or removal. There are no arrangements or understandings
with any other person pursuant to which any director or executive officer was
elected to such position.
(d) Compliance with Section 16(a) of the Exchange Act
Reference is made to the information under the caption COMPLIANCE WITH
SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 in the Company's Proxy
Statement on page 5 thereof, incorporated herein by reference.
Item 11. Executive Compensation
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Reference is made to the information under the caption EXECUTIVE
COMPENSATION on pages 8 through 15 of the Company's Proxy Statement,
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
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Reference is made to the information under the caption STOCK OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT on pages 2 through 4 of the
Company's Proxy Statement, incorporated herein by reference. There are no
arrangements known to the Company, including any pledge by any person of
securities of the Company, the operation of which may, at a subsequent date,
result in a change of control of the Company.
Item 13. Certain Relationships and Related Transactions
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12
Reference is made to the information under the caption CERTAIN
TRANSACTIONS on page 17 of the Company's Proxy Statement, incorporated herein by
reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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(a) (1) Financial Statements and Report of Independent Auditors. The
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following consolidated financial statements and reports of the
Company are incorporated in this Annual Report on Form 10-K by
reference to the 1997 Annual Report to Shareholders annexed
hereto as Exhibit (13):
Report of Independent Auditors.
Consolidated Balance Sheets as of December 31, 1997 and
1996.
Consolidated Statements of Income for each of the years in
the three-year period ended December 31, 1997.
Consolidated Statements of Cash Flows for each of the years
in the three-year period ended December 31, 1997.
Consolidated Statements of Shareholders' Equity for each of
the years in the three-year period ended December 31, 1997.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules. All financial statement schedules
-----------------------------
have been omitted as they are not applicable, not required, or
the information is included in the consolidated financial
statements or notes thereto.
(3) Exhibits. The following exhibits are filed herewith or have been
--------
previously filed with the Securities and Exchange Commission, as
noted, and numbered in accordance with Item 601 of Regulation
S-K:
Number Description
------ -----------
3(A)(I) Restated Certificate of Incorporation of Registrant,
incorporated by reference to the Registrant's Registration
Statement on Form 8-A (No. 0-18301), filed with the
Commission on November 12, 1991, wherein such exhibit is
designated Exhibit 2(I)(2)(a).
3(A)(II) Certificate of Amendment of the Certificate of Incorporation
of Registrant, incorporated by references to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, filed with the Commission on
November 7, 1996, wherein such exhibit was designated
Exhibit 3.1.
13
3(B) Bylaws of Registrant, incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995, filed with the Commission on
November 13, 1995, wherein such exhibit is designated
Exhibit 3(ii).
***********
COMPENSATORY PLANS OR ARRANGEMENTS
10(A) Employment Agreement with Richard D. Callahan, incorporated
by reference to Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997, wherein such exhibit is
designated 10(A).
10(B) Employment Agreement with Marianne R. O'Connor, incorporated
by reference to Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997, wherein such exhibit is
designated 10(C).
10(C) Employment Agreement with Richard J. Notebaert, Jr.,
incorporated by reference to Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1997, filed
with the Commission on May 14, 1997, wherein such exhibit is
designated 10(B).
10(D) Employment Agreement with Henry M. O'Reilly, incorporated by
reference to Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997, filed with the Commission
on May 14, 1997, wherein such exhibit is designated 10(D).
10(E) Employment Agreement with W. Anthony Shay, Jr., incorporated
by reference to Registrant's Quarterly Report on form 10-Q
for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997, wherein such exhibit is
designated Exhibit 10(D).
10(F) Amended and Restated 1988 Stock Option Plan, incorporated by
reference to Registrant's Registration Statement on Form S-8
(No. 33-94214), filed with the Commission on June 29, 1995,
wherein such exhibit is designated Exhibit 99.
10(G) 1996 Stock Option Plan, incorporated by reference to
Registrant's Registration Statement on Form S-8 (No.333-
10063), filed with the Commission on August 13, 1996,
wherein such exhibit is designated Exhibit 99.
10(H) Stock Purchase Incentive Program, incorporated by reference
to Registrant's Annual Report on form 10-K for the fiscal
year ended December 31, 1996, filed with the Commission on
March 27, 1997, wherein such exhibit is designated Exhibit
10(I).
14
10(I) Description of Iroquois Bancorp, Inc. Management Group
Incentive Award Program, incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed with the Commission on March
18, 1996, wherein such exhibit is designated Exhibit 10.11.
10(J) Retirement Benefits Agreement with Richard D. Callahan,
incorporated by reference to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, filed
with the Commission on March 29, 1995, wherein such exhibit
is designated 10(L).
10(K) Separation Agreement with James H. Paul, incorporated by
reference to Registrant's Quarterly Report on 10-Q for the
quarter ended March 31, 1997, filed with the Commission on
May 14, 1997, wherein such exhibit is designated Exhibit
10(F).
************
13 Annual Report to Shareholders for Fiscal Year Ended December
31, 1997.
21 List of Subsidiaries.
23 Consent of KPMG Peat Marwick LLP for the Annual Report on
Form 10-K for the Fiscal Year Ended December 31, 1997.
24 Power of Attorney, included with the Signature Page of this
Annual Report on Form 10-K.
99 Iroquois Bancorp, Inc. 401(k) Savings Plan Financial
Statements and Schedules for Fiscal Year Ended December 31,
1997, together with Independent Auditors' Report Thereon.
15
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 in the City of Auburn,
County of Cayuga, and State of New York on March 17, 1997.
IROQUOIS BANCORP, INC.
By: /s/Richard D. Callahan
-----------------------------------
Richard D. Callahan
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Richard D. Callahan and/or Marianne R. O'Connor
his true and lawful attorney-in-fact and agent with full power of substitution,
for him and his name, place and stead, in any and all capacities, to sign any
and all amendments to this Annual Report on Form 10-K, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K and Power of Attorney have been signed below by the
following persons in the capacities and on the dates indicated:
Name Title Date
- ---- ----- ----
/s/Richard D. Callahan President and Chief March 17, 1998
- -----------------------------
Richard D. Callahan Executive Officer,
Director
/s/Joseph P. Ganey Chairman of the Board March 17, 1998
- -----------------------------
Joseph P. Ganey
/s/Marianne R. O'Connor Treasurer and Chief March 17, 1998
- -----------------------------
Marianne R. O'Connor Financial Officer
16
_____________________________ Director March __, 1998
Brian D. Baird
_____________________________ Director March __, 1998
John Bisgrove, Jr.
/s/Peter J. Emerson Director March 17, 1998
- -----------------------------
Peter J. Emerson
/s/Arthur A. Karpinski Director March 17, 1998
- -----------------------------
Arthur A. Karpinski
/s/Henry D. Morehouse Director March 17, 1998
- -----------------------------
Henry D. Morehouse
/s/Edward D. Peterson Director March 17, 1998
- -----------------------------
Edward D. Peterson
/s/Lewis E. Springer, II Director March 17, 1998
- -----------------------------
Lewis E. Springer, II
17
EXHIBIT INDEX
Number Description
------ -----------
3(A)(I) Restated Certificate of Incorporation of Registrant,
incorporated by reference to the Registrant's Registration
Statement on Form 8-A (No. 0-18301), filed with the
Commission on November 12, 1991, wherein such exhibit is
designated Exhibit 2(I)(2)(a).
3(A)(II) Certificate of Amendment of the Certificate of Incorporation
of Registrant, incorporated by references to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, filed with the Commission on
November 7, 1996, wherein such exhibit was designated
Exhibit 3.1.
3(B) Bylaws of Registrant, incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995, filed with the Commission on
November 13, 1995, wherein such exhibit is designated
Exhibit 3(ii).
***********
COMPENSATORY PLANS OR ARRANGEMENTS
10(A) Employment Agreement with Richard D. Callahan, incorporated
by reference to Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997, wherein such exhibit is
designated 10(A).
10(B) Employment Agreement with Marianne R. O'Connor, incorporated
by reference to Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997, wherein such exhibit is
designated 10(C).
10(C) Employment Agreement with Richard J. Notebaert, Jr.,
incorporated by reference to Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1997, filed
with the Commission on May 14, 1997, wherein such exhibit is
designated 10(B).
10(D) Employment Agreement with Henry M. O'Reilly, incorporated by
reference to Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997, filed with the Commission
on May 14, 1997, wherein such exhibit is designated 10(D).
10(E) Employment Agreement with W. Anthony Shay, Jr., incorporated
by reference to Registrant's Quarterly Report on form 10-Q
for the quarter ended March 31, 1997, filed with the
Commission on May 14, 1997, wherein such exhibit is
designated Exhibit 10(D).
18
10(F) Amended and Restated 1988 Stock Option Plan, incorporated by
reference to Registrant's Registration Statement on Form S-8
(No. 33-94214), filed with the Commission on June 29, 1995,
wherein such exhibit is designated Exhibit 99.
10(G) 1996 Stock Option Plan, incorporated by reference to
Registrant's Registration Statement on Form S-8 (No.333-
10063), filed with the Commission on August 13, 1996,
wherein such exhibit is designated Exhibit 99.
10(H) Stock Purchase Incentive Program, incorporated by reference
to Registrant's Annual Report on form 10-K for the fiscal
year ended December 31, 1996, filed with the Commission on
March 27, 1997, wherein such exhibit is designated Exhibit
10(I).
10(I) Description of Iroquois Bancorp, Inc. Management Group
Incentive Award Program, incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed with the Commission on March
18, 1996, wherein such exhibit is designated Exhibit 10.11.
10(J) Retirement Benefits Agreement with Richard D. Callahan,
incorporated by reference to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, filed
with the Commission on March 29, 1995, wherein such exhibit
is designated 10(L).
10(K) Separation Agreement with James H. Paul, incorporated by
reference to Registrant's Quarterly Report on 10-Q for the
quarter ended March 31, 1997, filed with the Commission on
May 14, 1997, wherein such exhibit is designated Exhibit
10(F).
19
************
13 Annual Report to Shareholders for Fiscal Year Ended December
31, 1997.
21 List of Subsidiaries.
23 Consent of KPMG Peat Marwick LLP for the Annual Report on
Form 10-K for the Fiscal Year Ended December 31, 1997.
24 Power of Attorney, included with the Signature Page of this
Annual Report on Form 10-K.
99 Iroquois Bancorp, Inc. 401(k) Savings Plan Financial
Statements and Schedules for Fiscal Year Ended December 31,
1997, together with Independent Auditors' Report Thereon.
20