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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996
Commission File No.: 1-13964
COMMUNITY FEDERAL BANCORP, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 63-086536
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
333 Court Street
Tupelo, Mississippi 38802
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (601) 842-3981
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $0.01 per share
The registrant (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the past 12 months and (2)
has been subject to such filing requirements for the past 90 days.
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not
contained in this form, and disclosure will not be contained, to the best of
the registrant's knowledge, in the definitive proxy statement or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
The registrant's revenues for its most recent fiscal year were $2,148,258.
The aggregate market value of the registrant's outstanding common stock held by
non-affiliates of the registrant at January 24, 1997 was approximately
$66,528,118 (based on 3,942,407 shares at the most recent trading price of
which management was aware $16.875 on January 24, 1997) (for this purpose, the
registrant's directors and executive officers and stock benefit plans and
trusts have not been deemed to be non-affiliates).
The total number of outstanding shares of the registrant's common stock at
January 27, 1997 was 4,628,750.
Transitional small business disclosure format: No.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report of Stockholders for fiscal year
1996 are incorporated by reference in Part III of this form.
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PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following tables present information concerning the directors of
the Company, including tenure as a director of the Company's subsidiary,
Community Federal Savings Bank (the "Savings Bank").
DIRECTORS WITH TERMS EXPIRING IN 1997
Common Stock
Position with Beneficially
the Bank and Owned as of
Age as of Principal Occupation January 27, 1997(1)
September 30, During the Director -------------------
Name 1996 Past Five Years Since No. %
- ---- ---- ---------------- -------- ----- ---
Robert R. Black, Sr. 55 Periodontist with practice in 1993 35,000 *
Tupelo, Mississippi, retired in
1995.
Jim Ingram 65 President and chief executive 1973 38,476(2) *
officer of the Bank since 1984.
L.F. Sams, Jr. 57 Member of the law firm of 1986 35,000 *
Mitchell, McNutt, Threadgill,
Smith and Sams since 1971.
DIRECTORS WITH TERMS EXPIRING IN 1998
Common Stock
Position with Beneficially
the Bank and Owned as of
Principal Occupation January 27, 1997(1)
During the Director -------------------
Name Age Past Five Years Since No. %
- ---- ---- ---------------- -------- ----- ---
Charles V. Imbler, Sr. 64 President and chief executive 1988 35,025 *
officer of Truck Center Inc.,
Tupelo, Mississippi, since 1970.
Medford M. Leake 68 Chairman of the Board since 1974 35,000(2) *
1995, president of Steele City
Lumber Company, Birmingham,
Alabama, between 1970 and
1996, Chairman of the Board
since 1997.
Michael R. Thomas 47 President of Washington 1994 65,330(4) 1.4
Furniture MFG. Co., Inc.,
Houlka, Mississippi from
1988 - 1993 and from 1996 to
present. Real estate
developer in Tupelo,
Mississippi from 1993 to
1996.
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DIRECTORS WITH TERMS EXPIRING IN 1999
Common Stock
Position with Beneficially
the Bank and Owned as of
Principal Occupation January 27, 1997(1)
During the Director -------------------
Name Age Past Five Years Since No. %
- ---- ---- --------------- -------- ----- ---
J. Leighton Pettis, Jr. 63 Ophthalmologist in Tupelo, 1977 42,900 *
Mississippi, since 1962.
Robert W. Reed, III 41 Account executive and director 1995 5,932(5) *
of Reed Manufacturing since
1992; sales representative of
New York life insurance 1990-
1992.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth certain information with respect to the
persons who currently serve as executive officers of the Savings Bank and who
initially will serve as executive officers of the Company and who are not, and
will not be, directors. There are no arrangements or understandings between the
Savings Bank and/or the Company and any such person pursuant to which such
person was or will be elected an executive officer of the Savings Bank or the
Company and no such officer is related to any director or other officer of the
Savings Bank or the Company by blood, marriage or adoption.
AGE AS OF
NAME SEPTEMBER 30, 1996 POSITIONS
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Gill Simmons 62 Vice President - Mortgage
Loans
Jack Johnson 57 Vice President - Operations
and
Compliance
Mark Burleson 30 Vice President - Consumer
/Commercial Lending
Set forth below is a brief description of the background of each
person who serves as an executive officer of the Company and the Savings Bank
and who is not a director.
Gill Simmons is Vice President for Mortgage Loans. Mr. Simmons joined
the Savings Bank in 1955 and during his tenure also has served as
Secretary/Treasurer.
Jack Johnson is Vice President for Operations and Compliance. Mr.
Johnson joined the Savings Bank in 1958 and during his tenure also has served
as cashier.
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Mark Burleson is Vice President - Consumer/Commercial Lending. Mr.
Burleson joined the Savings Bank in 1994 after being employed at a Tupelo-area
commercial bank for five years where he served, among other positions, as an
assistant vice president and a branch manager.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of certain information
concerning the compensation awarded to or paid by Community for services
rendered in all capacities during the last two fiscal years to the President
and Chief Executive Officer of Community and any other executive officer of
Community who received salary and bonuses aggregating more than $100,000 during
the last fiscal year.
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ANNUAL COMPENSATION LONG TERM COMPENSATION
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OTHER AWARDS PAYOUTS
NAME AND ANNUAL --------------------------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION (1) COMPENSATION
RESTRICTED
STOCK LTIP
OPTIONS AWARDS PAYOUTS
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Jim Ingram 1996 $119,407 $30,000 -- -- $ -- -- $
President and Chief 1995 104,738 20,000 -- -- -- --
Executive Officer 1994 99,750 14,250 -- -- -- --
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(1) Does not include amounts attributable to miscellaneous benefits
received by the named executive officer, including the payment of club
membership dues. The costs to Community of providing such benefits to
the named executive officer during the year ended September 30, 1996
did not exceed the lesser of $50,000 or 10% of the total of annual
salary and bonus reported for such individual.
DIRECTORS' RETIREMENT PLAN
In order to secure the continuing service of members of the Board of
Directors and to recognize the contributions of such individuals to the Savings
Bank, the Savings Bank established a Directors' Retirement Plan ("DRP") in
fiscal 1993. A director becomes eligible to receive benefits from the DRP upon
completion of ten years of continuous service as a director of the Savings
Bank, including service as such prior to the adoption of the DRP. Under the
DRP, a retired director or his beneficiary would receive for a ten-year period
annual retirement benefits equal to 100% of the annual directors' fees being
paid to the Savings Bank directors on the date of the director's retirement.
Payments under the DRP will terminate if a retired director becomes affiliated
with another financial institution that is a competitor of the Savings Bank.
Any claim under the DRP by a participant is that of an unsecured creditor. Five
members of the Savings Bank's current Board of Directors qualify to receive
benefits under the DRP at retirement.
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EMPLOYMENT AGREEMENTS
During fiscal 1996 the Company entered into an employment agreement
with Mr. Ingram (the "Executive") which provides for an annual salary, subject
to annual adjustment by the Boards of Directors. At September 30, 1996, Mr.
Ingram's annual salary was $119,407 plus an annual bonus determined at year end
by the Board of Directors. The form of employment agreement provides for a
rolling three-year term of employment commencing on March 25, 1996, which term
is automatically extended each day for an additional day such that the
remaining term of the agreement continues to be for three years. However, on
the first anniversary of the agreement and each anniversary thereafter, the
Board of Directors of the Savings Bank shall consider and review extension of
the terms of the agreement and shall continue to extend under such terms unless
either party gives notice of non-renewal to the other party so that the term of
Mr. Ingram's employment under the agreement would not be less than three years
unless such notice had been given.
The employment agreement is terminable with or without cause by the
Savings Bank. The Executive has no right to compensation or other benefits
pursuant to the employment agreement for any period after voluntary termination
or termination by the Savings Bank for cause, disability, retirement or death.
However, in the event that (i) the Executive terminates his employment because
of failure of the Savings Bank to comply with any material provision of the
employment agreement or (ii) the employment agreement was terminated by the
Executive for Good Reason, as defined, the Executive would be entitled to 2.99
times the average annual compensation paid to him by the Savings Bank during
the five most recent taxable years ending during the calendar year in which the
notice of termination occurs or such portion of such period in which the
Executive served as senior officer of the Savings Bank as well as continued
participation in employee benefit plans of the Savings Bank (other than
retirement plans and stock compensation plans) until the expiration of the
remaining term of employment. "Good Reason" is generally defined in the
employment agreement to include the assignment by the Savings Bank to the
Executive of any duties which, in the Executive's good faith determination, are
materially inconsistent with the Executive's positions, duties,
responsibilities and status with the Savings Bank prior to such assignment or
prior to a change in control of the Savings Bank. The employment agreement
would not be automatically terminated upon a change in control. If the
employment agreement of Mr. Ingram were terminated for Good Reason during
fiscal 1996, he would have been entitled to a payment of $357,000.
The employment agreement provides that in the event that any of the
payments to be made thereunder or otherwise upon termination of employment are
deemed to constitute "excess parachute payments" within the meaning of Section
280G of the Code, then such payments and benefits received thereunder would be
reduced, in the manner determined by the Savings Bank, by the amount, if any,
which is the minimum necessary to result in no portion of the payments and
benefits being nondeductible by the Savings Bank for federal income tax
purposes. Excess parachute payments generally are defined as payments in excess
of three times the recipient's average annual compensation from the Savings
Bank includable in the recipients gross income during the most recent five
taxable years ending before the date on which a change in control of the
Savings Bank or other triggering events occurred ("base amount"). A recipient
of excess parachute payments is subject to a 20%
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excise tax on the amount by which such payments exceed the base amount, in
addition to regular income taxes, and payments in excess of the base amount
would not be deductible by the Savings Bank as compensation expense for federal
income tax purposes.
RETIREMENT PLAN
The Savings Bank has a defined benefit pension plan ("Retirement
Plan") for all employees who have attained the age of 21 years and have
completed one year of service with the Savings Bank. In general, the Retirement
Plan provides for annual benefits payable monthly upon retirement at age 65 in
an amount equal to approximately 1.667% of the "Average Compensation" of the
employee (which is equal to the average of the compensation paid to him or her
during the five successive calendar years within the final ten calendar years
of service affording the highest average, excluding bonuses, commissions,
overtime pay and other special compensation) for each year of service, not in
excess of 40 years. Under the Retirement Plan, an employee's benefits are fully
vested after six years of qualifying service. A year of service is any year in
which an employee works a minimum of 1,000 hours. The Retirement Plan provides
for an early retirement option with reduced benefits for participants who are
age 50 and who have 15 years of service.
EMPLOYEE STOCK OWNERSHIP PLAN
During fiscal 1996, the Company established an Employee Stock
Ownership Plan for employees age 21 or older who have at least one year of
credited service with the Savings Bank (including years of service with the
Savings Bank in its mutual form). The ESOP was funded by the contributions from
the Company and the Savings Bank made in cash (which primarily were invested in
Common Stock) or Common Stock. Benefits may be paid either in shares of Common
Stock or in cash.
The ESOP borrowed $3,632,000 from the Company sufficient to purchase
363,200 shares of the Common Stock. The Savings Bank will make scheduled
discretionary cash contributions to the ESOP sufficient to amortize the
principal and interest on the loan, which has a maturity of 17 years. The
Savings Bank may, in any plan year, make additional discretionary contributions
for the benefit of plan participants in either cash or shares of Common Stock,
which may be acquired through the purchase of outstanding shares in the market
or from individual stockholders, upon the original issuance of additional
shares by the Company or upon the sale of Treasury shares by the Company. Such
purchases, if made, would be funded through additional borrowings by the ESOP
or additional contributions from the Savings Bank. The timing, amount and
manner of future contributions to the ESOP will be affected by various factors,
including prevailing regulatory policies, the requirements of applicable laws
and regulations and market conditions.
GAAP requires that any borrowing by the ESOP be reflected as a
liability on the Company's statement of financial condition. In addition,
shares purchased with borrowed funds will, to the extent of the borrowings, be
excluded from equity, representing unearned compensation to employees for
future services not yet performed. Consequently, if the ESOP purchases already
issued shares in the open market, the Company's consolidated liabilities will
increase to the extent of the ESOP's borrowings, and total and per share
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equity will be reduced to reflect such borrowings. If the ESOP purchases newly
issued shares from the Company, total equity would neither increase nor
decrease, but per share equity and per share net income would decrease because
of the increase in the number of shares outstanding. In either case, as the
borrowings used to fund ESOP purchases are repaid, total equity will
correspondingly increase.
Shares purchased by the ESOP with the proceeds of the loan are held in
a loan suspense account and released on a pro rata basis as debt service
payments are made. Discretionary contributions to the ESOP and shares released
from the suspense account will be allocated among participants on the basis of
compensation. Forfeitures will be reallocated among remaining participating
employees and may reduce any amount the Savings Bank might otherwise have
contributed to the ESOP. Benefits may be payable upon retirement, early
retirement, disability or separation from service. The Savings Bank's
contributions to the ESOP are not fixed, so benefits payable under the ESOP
cannot be estimated.
A Committee appointed by the Board of Directors of the Savings Bank
administers the ESOP ("ESOP Committee") and Messrs. Ingram, Leake and Johnson
will act as trustees of the related trust. The ESOP Committee may instruct the
trustees regarding investment of funds contributed to the ESOP. Under the ESOP,
the trustees must vote all allocated shares held in the ESOP in accordance with
the instructions of the participating employees, and allocated shares for which
employees do not give instructions will be voted in the same ratio on any
matter as to those shares for which instructions are given. Unallocated shares
held in the ESOP will be voted by the ESOP trustees in the same proportion for
and against proposals as participants vote shares allocated to their individual
accounts.
The ESOP is subject to the requirements of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and the regulations of the
IRS and the Department of Labor promulgated thereunder.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
BENEFICIAL OWNERSHIP
The following table sets forth information as to the Common Stock
beneficially owned, as of February 14, 1997, by (i) the only persons or
entities known to the Company to be the beneficial owners of more than 5% of
the Common Stock and (ii) all directors and officers of the Company as a group.
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Amount and
Nature Percent
of Beneficial of
Name and Address of Beneficial Owner Ownership(1) Class
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Community Federal Bancorp, Inc. Employee
Stock Ownership Plan
333 Court Street
Tupelo, Mississippi 38802 363,200 7.80%
All directors and executive officers
of the Company as a
group (eleven persons) 339,931(2) 7.34%
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(1) Pursuant to rules promulgated by the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), a person or entity is considered to
beneficially own shares of Common Stock if the person or entity has or
shares (i) voting power, which includes the power to vote or to direct
the voting of the shares, or (ii) investment power, which includes the
power to dispose or direct the disposition of the shares. Unless
otherwise indicated, a person or entity has sole voting and sole
investment power with respect to the indicated shares. Shares which
are subject to stock options and which may be exercised within 60 days
of the Voting Record Date are deemed to be outstanding for the purpose
of computing the percentage of Common Stock beneficially owned by such
person.
(2) Includes in the case of all directors and officers of the Company as a
group, 7,144 shares of Common Stock allocated to the account of the
officers in the Company's Employee Stock Ownership Plan (the "ESOP").
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Savings Bank's policy provides that all loans made by the
Association to its directors and officers are made in the ordinary course of
business, are made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions
with other persons and do not involve more than the normal risk of
collectability or present other unfavorable features.
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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.
COMMUNITY FEDERAL BANCORP, INC.
Date: January 28, 1997 By: /s/ JIM INGRAM
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Jim Ingram
President and Chief Executive
Officer
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