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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________________ to ________________
Commission file number 0-14289
GREENE COUNTY BANCSHARES, INC.
------------------------------
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1222567
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 NORTH MAIN STREET, GREENEVILLE, TENNESSEE 37743
- --------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 639-5111.
Securities registered pursuant to Section 12(b) of the Act: NONE.
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $10.00 PER SHARE
----------------------------------------
(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
--- ---
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 registrant's voting stock is not regularly and actively traded in any
established market, and there are no regularly quoted bid and asked prices for
the registrant's common stock. Based upon recent negotiated trading of the
common stock at a price of $135 per share, the registrant believes that the
aggregate market value of the voting stock on March 24, 1999 was $183.3 million.
For purposes of this calculation, it is assumed that directors, officers and
beneficial owners of more than 5% of the registrant's outstanding voting stock
are not affiliates. On such date, 1,357,948 shares of the common stock were
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The following lists the documents incorporated by reference and the Part
of the Form 10-K into which the document is incorporated:
1. Portions of the Annual Report to Shareholders for the fiscal year
ended December 31, 1998. (Parts I and II)
2. Portions of Proxy Statement for 1999 Annual Meeting of Shareholders.
(Part III)
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PART I
FORWARD-LOOKING STATEMENTS
THIS ANNUAL REPORT ON FORM 10-K, INCLUDING ALL DOCUMENTS INCORPORATED
HEREIN BY REFERENCE, CONTAINS FORWARD-LOOKING STATEMENTS. ADDITIONAL WRITTEN OR
ORAL FORWARD-LOOKING STATEMENTS MAY BE MADE BY THE COMPANY FROM TIME TO TIME IN
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION OR OTHERWISE. THE WORDS
"BELIEVE," "EXPECT," "SEEK," AND "INTEND" AND SIMILAR EXPRESSIONS IDENTIFY
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE THE STATEMENT IS
MADE. SUCH FORWARD-LOOKING STATEMENTS ARE WITHIN THE MEANING OF THAT TERM IN
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH STATEMENTS MAY INCLUDE, BUT
ARE NOT LIMITED TO, PROJECTIONS OF INCOME OR LOSS, EXPENDITURES, ACQUISITIONS,
PLANS FOR FUTURE OPERATIONS, FINANCING NEEDS OR PLANS RELATING TO SERVICES OF
THE COMPANY, AS WELL AS ASSUMPTIONS RELATING TO THE FOREGOING. FORWARD-LOOKING
STATEMENTS ARE INHERENTLY SUBJECT TO RISKS AND UNCERTAINTIES, SOME OF WHICH
CANNOT BE PREDICTED OR QUANTIFIED. FUTURE EVENTS AND ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE SET FORTH IN, CONTEMPLATED BY OR UNDERLYING THE
FORWARD-LOOKING STATEMENTS.
ITEM 1. BUSINESS
THE COMPANY
Greene County Bancshares, Inc. (the "Company") is a Tennessee corporation
that serves as the bank holding company and sole stockholder for Greene County
Bank, a Tennessee-chartered commercial bank (the "Bank"). The Company also
wholly owns Premier Bank of East Tennessee, a now dormant Tennessee-chartered
commercial bank with its principal office in Niota, Tennessee, which was
combined into the Bank effective October 16, 1998. Further, the Companys owns
American Fidelity Bank, a dormant Tennessee bank whose operations were combined
with the Bank in 1996.
The Company's assets consist primarily of its investment in the Bank,
liquid investments and fixed assets. Its primary activities are conducted
through the Bank. At December 31, 1998, the Company's consolidated total assets
were $568.2 million, its consolidated net loans were $466.7 million, its total
deposits were $459.2 million and its total stockholders' equity was $55.4
million.
The principal executive offices of the Company are located at 100 North
Main, Greeneville, Tennessee 37743 and its telephone number is (423) 639-5111.
THE BANK
The Bank is a Tennessee-chartered commercial bank established in 1890 and
which has its principal executive offices in Greeneville, Tennessee. The
principal business of the Bank consists of attracting deposits from the general
public and investing those funds, together with funds generated from operations
and from principal and interest payments on loans, primarily in commercial
loans, commercial real estate loans, consumer loans and single-family mortgage
loans. The Bank also provides collection and other banking services, including
separate finance, mortgage, acceptance and title corporations. During 1997, the
Bank discontinued its trust activities. At December 31, 1998, the Bank had seven
full service banking offices located in Greene County, Tennessee; three full
service banking offices located in Washington County, Tennessee; two full
service banking offices located in Blount County, Tennessee, two full service
banking offices located in Hamblen County, Tennessee, two full service banking
offices located in McMinn County, Tennessee, and a full service banking office
located in each of Sullivan County, Knox County, Hawkins County and Cocke
County, Tennessee.
The Bank also conducts separate businesses through four wholly-owned
subsidiaries. Through Superior Financial Services, Inc., the Bank operates
twelve consumer finance company offices located in Greene, Hamblen, Blount,
Washington, Sullivan, Sevier, McMinn, Hawkins and Hamilton Counties, Tennessee.
Through its subsidiary, Superior Mortgage Company, the Bank operates a mortgage
banking operation through its sole office in Knox County, Tennessee and through
its representatives located throughout the Company's branch system. Through GCB
Acceptance Corporation, the Bank operates a subprime automobile lending company
with a sole
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office in Johnson City, Tennessee. Through Fairway Title Co., the Bank operates
a title company in Knoxville, Tennessee.
Deposits of the Bank are insured by the Bank Insurance Fund ("BIF") of
the Federal Deposit Insurance Corporation ("FDIC") to a maximum of $100,000
for each insured depositor. The Bank is subject to supervision and
regulation by the Tennessee Department of Financial Institutions (the
"Banking Department") and the FDIC. See "Regulation, Supervision and
Governmental Policy."
LENDING ACTIVITIES
General. The loan portfolio of the Company is comprised of mortgage
installment loans, commercial loans, real estate loans and consumer loans. Such
loans are originated within the Company's market area of East Tennessee and are
generally secured by residential or commercial real estate or business or
personal property located in the counties of Greene, Washington, Hamblen,
Sullivan, Hawkins, Blount, Knox, McMinn and Cocke Counties, Tennessee.
Loan Composition. The following table sets forth the composition of
the Company's loans for the periods indicated.
At December 31,
-----------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
(In thousands)
Commercial.............. $ 121,294 $ 108,985 $ 97,340 $ 75,503 $ 56,754
Commercial real estate.. 115,204 125,359 108,936 74,276 64,211
Mortgage installment.... 153,160 146,227 108,878 92,276 79,705
Installment consumer.... 80,147 72,752 71,354 55,876 44,025
Other................... 17,102 3,154 5,797 2,772 2,832
--------- --------- --------- -------- --------
Total loans........... $ 486,907 $ 456,477 $ 392,305 $300,703 $247,527
Less:Unearned discount.. (9,993) (5,933) (3,703) (2,215) (2,827)
Allowance for loan
losses........... (10,253) (9,154) (7,330) (4,654) (3,447)
--------- --------- --------- -------- --------
Total loans, net........ $ 466,661 $ 441,390 $ 381,272 $293,834 $241,253
========= ========= ========= ======== ========
Loan Maturities. The following table reflects at December 31, 1998 the
dollar amount of loans maturing or subject to rate adjustment based on their
contractual terms to maturity. Loans with fixed rates are reflected based upon
the contractual repayment schedule while loans with variable interest rates are
reflected based upon the contractual repayment schedule up to the contractual
rate adjustment date. Demand loans, loans having no stated schedule of
repayments and loans having no stated maturity are reported as due within one
year or less.
Due in One Due After One
Year or Year through Due After
Less Five Years Five Years Total
---- ---------- ---------- -----
(In thousands)
Commercial................ $ 64,285 $ 53,370 $ 3,639 $121,294
Commercial real estate.... 86,403 24,193 4,608 115,204
Mortgage installment...... 67,390 76,581 9,189 153,160
Installment consumer...... 46,486 28,051 5,610 80,147
Other..................... 3,078 14,024 -- 17,102
-------- -------- -------- --------
$267,642 $196,219 $ 23,046 $486,907
======== ======== ======== ========
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The following table sets forth the dollar amount of the loans maturing
subsequent to the year ending December 31, 1999 between those with predetermined
interest rates and those with floating or adjustable interest rates.
Floating or
Predetermined Adjustable
Rates Rates Total
-------------- -------------- ------------
(In thousands)
Commercial................ $ 25,755 $ 12,695 $ 38,450
Commercial real estate.... 52,745 40,308 93,053
Mortgage installment...... 52,183 41,587 93,770
Installment consumer...... 63,456 47,758 111,214
-------- -------- --------
$194,139 $142,348 $336,487
======== ======== ========
Commercial Loans. The Company's principal lending activities include the
origination of commercial loans in the Company's primary lending area.
Commercial loans are made for a variety of business purposes, including working
capital, inventory and equipment and capital expansion. At December 31, 1998,
commercial loans outstanding totaled $121.3 million, or 26.0% of the Company's
total net loan portfolio. The terms for commercial loans are generally one to
seven years. Commercial loan applications must be supported by current financial
information on the borrower and, where appropriate, by adequate collateral.
Commercial loans are generally underwritten by addressing cash flow (debt
service coverage), primary and secondary sources of repayment, financial
strength of any guarantor, liquidity, leverage, management experience, ownership
structure, economic conditions and industry-specific trends and collateral. The
loan to value ratio depends on the type of collateral. Generally speaking,
accounts receivable are financed at 60% of accounts receivable less than 90 days
past due. If other collateral is taken to support the loan, the loan to value of
accounts receivable may approach 85%. Inventory financing will range between 25%
and 60% depending on the borrower and nature of inventory. The Company requires
a first lien position for such loans. These types of loans are generally
considered to be a higher credit risk than other loans originated by the
Company.
Commercial Real Estate Loans. The Company originates commercial loans,
generally to existing business customers, secured by real estate located in the
Company's market area. At December 31, 1998, commercial real estate loans
totaled $115.2 million, or 24.7% of the Company's total net loan portfolio. The
terms of such loans are generally for ten to twenty years and are priced based
in part upon the prime rate, as reported in The Wall Street Journal. Commercial
real estate loans are generally underwritten by addressing cash flow (debt
service coverage), primary and secondary source of repayment, financial strength
of any guarantor, strength of the tenant (if any), liquidity, leverage,
management experience, ownership structure, economic conditions and industry
specific trends and collateral. Generally, the Company will loan up to 85% of
the value of improved property, 65% of the value of raw land and 75% of the
value of undeveloped land. A first lien on the property and assignment of lease
is required if the collateral is rental property, with second lien positions
considered on a case by case basis.
Mortgage Installment Loans. The Company also originates one-to-four
family, owner-occupied residential mortgage loans secured by property located in
the Company's primary market area. The majority of the Company's residential
mortgage loans consists of loans secured by owner-occupied, single-family
residences. At December 31, 1998, the Company had $153.2 million, or 32.8% of
its total net loan portfolio, in mortgage installment loans. The Company also
originates, to a limited extent, installment real estate loans for other types
of real estate acquisitions. Mortgage installment and installment real estate
loans generally have a loan to value ratio of 85%. These loans are underwritten
by giving consideration to the ability to pay, stability of employment or source
of income, credit history and loan to value ratio.
Mortgage loans originated by the Bank are not underwritten in conformity
with secondary market guidelines and therefore are not readily salable. The
Company has not previously engaged in sales of its loans in the secondary
market. Beginning in April 1997, the Company began selling one-to-four family
mortgage loans in the secondary market to Freddie Mac through the Bank's
mortgage banking subsidiary, Superior Mortgage. Sales of such loans totaled
$41.0 million during 1998, and the related mortgage servicing rights were sold
together with the loan.
Installment Consumer Loans. At December 31, 1998, the Company's
installment consumer loan portfolio totaled $80.1 million, or 17.2% of the
Company's total net loan portfolio. The Company's consumer loan portfolio is
comprised of secured and unsecured loans originated both by the Bank and
Superior Financial. The consumer
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loans of the Bank generally have a higher risk of default than other loans
originated by the Bank. Further, consumer loans originated by Superior
Financial, a finance company rather than a bank, generally have a greater risk
of default than such loans originated by commercial banks and accordingly carry
a higher interest rate. The performance of consumer loans will be affected by
the local and regional economy as well as the rates of personal bankruptcies,
job loss, divorce and other individual-specific characteristics.
Past Due, Special Mention, Classified and Non-Accrual Loans. The Company
classifies its problem loans into four categories: past due loans, special
mention loans, classified loans (which are still accruing interest) and
non-accrual loans.
When management determines that a loan no longer satisfies the criteria
for performing loans and that collection of interest appears doubtful, the loan
is placed on non-accrual status. All loans that are 90 days past due are
considered non-accrual, unless they are adequately secured and there is
reasonable assurance of full collection of principal and interest. Management
closely monitors all loans that are contractually 90 days past due, treated as
"special mention" or otherwise classified or on non-accrual status. Non-accrual
loans that are 120 days past due without assurance of repayment are charged off
against the allowance for loan losses.
The following table sets forth information with respect to the Company's
non-performing assets at the dates indicated. At these dates, the Company did
not have any restructured loans within the meaning of Statement of Financial
Accounting Standards No. 15.
At December 31,
--------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
(In thousands)
Loans accounted for on a
non-accrual basis ......................... $4,159 $2,265 $ 616 $ 902 $ 649
Accruing loans which are contractually
past due 90 days or more as to interest
or principal payments ................... 872 1,583 1,486 1,044 656
------ ------ ------ ------ ------
Total non-performing loans ................ 5,031 3,848 2,102 1,946 1,305
Real estate owned:
Foreclosures ............................ 920 411 -- -- --
Other real estate held .................. 607 97 223 122 85
------ ------ ------ ------ ------
Total non-performing assets ............. $6,558 $4,356 $2,325 $2,068 $1,390
====== ====== ====== ====== ======
Non-accrual loans increased $1.9 million, or 82.6%, from $2.3 million at
December 31, 1997 to $4.2 million at December 31, 1998. The increase is
principally comprised of a group of four commercial loans totaling $1.8 million,
all of which are fully secured by real estate located within the primary
business area of the Bank. Of these four loans, two were performing as of March
1999. In addition, the increase in non-accrual loans reflects management's
efforts during 1998 to more aggressively review and monitor past due loans.
During 1998, the Company recorded a $3.4 million charge to income through its
provision for loan losses to reflect anticipated losses arising from these
loans.
The Company's continuing efforts to resolve non-performing loans
occasionally includes foreclosures, which result in the Company's ownership of
the real estate underlying the mortgage. If non-accrual loans at December 31,
1998 had been current according to their original terms and had been outstanding
throughout 1998, or since origination if originated during the year, interest
income on these loans would have been approximately $260,600. Interest actually
recognized on these loans during 1998 was not significant.
The increase in real estate owned during 1998 from $508,000 at December
31, 1997 to $1,527,000 at December 31, 1998 primarily reflects management's
implementation of a more aggressive collection strategy, which includes
foreclosing on loans past due 120 days without providing borrowers with a
delaying option to restructure. The $920,000 in foreclosed real estate consists
of eight properties, of which property valued at $200,000 was sold for full
value as of March 1999. Management expects that the remaining foreclosed real
estate can be sold at an amount sufficient to recover the remaining $720,000.
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At December 31, 1998, the Company had approximately $3.0 million in loans
that are not currently classified as non-accrual or 90 days past due or
otherwise restructured and where known information about possible credit
problems of borrowers caused management to have serious concerns as to the
ability of the borrowers to comply with present loan repayment terms. Such loans
were considered classified by the Company and comprised various commercial and
commercial real estate loans, including one commercial loan for $1.6 million
secured by a blanket lien on the land, plant and equipment of the business as
well as significant additional collateral. Management believes the value of the
collateral is presently sufficient to cover the full amount of the loan, plus
accrued interest. This loan was considered classified based upon cash flows of
the business deemed insufficient to cover debt service. For further information,
see Note 1 of Notes to Consolidated Financial Statements.
Allowance for Loan Losses. The allowance for loan losses is maintained at
a level which management believes is adequate to absorb all potential losses on
loans then present in the loan portfolio. The amount of the allowance is
affected by: (1) loan charge-offs, which decrease the allowance; (2) recoveries
on loans previously charged-off, which increase the allowance; and (3) the
provision of possible loan losses charged to income, which increases the
allowance. In determining the provision for possible loan losses, it is
necessary for management to monitor fluctuations in the allowance resulting from
actual charge-offs and recoveries, and to periodically review the size and
composition of the loan portfolio in light of current and anticipated economic
conditions in an effort to evaluate portfolio risks. If actual losses exceed the
amount of the allowance for loan losses, earnings of the Company could be
adversely affected. The amount of the provision is based on management's
judgment of those risks and therefore the allowance represents general, rather
than specific, reserves. During the year ended December 31, 1998, the Company's
provision for loan losses decreased by $2.5 million to $3.4 million to reflect
the reduction in actual or potential losses arising from the loan portfolio. For
additional information, see Note 1 of Notes to Consolidated Financial
Statements.
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The following is a summary of activity in the allowance for loan losses
for the periods indicated:
Year Ended December 31,
-------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
(In thousands)
Balance at beginning of year ........ $ 9,154 $ 7,330 $ 4,654 $ 3,447 $ 3,062
-------- -------- -------- --------------- --------
Charge-offs:
Commercial ....................... (440) (563)(b) (162) (a) (a)
Commercial real estate ........... (87) (129) (32) (a) (a)
-------- -------- -------- --------------- --------
Subtotal .................. (527) (692) (194) (26) (103)
Mortgage installment ............. -- -- -- (a) (a)
Installment consumer ............. (2,707) (4,450) (1,089) (a) (a)
-------- -------- -------- --------------- --------
Subtotal ..................... (2,707) (4,450) (1,089) (646) (1,256)
Other ............................ (342)
-------- -------- -------- --------------- --------
Total charge-offs ............. (3,234) (5,142) (1,625) (672) (1,359)
-------- -------- -------- --------------- --------
Recoveries:
Commercial ....................... 216 56 62 (a) (a)
Commercial real estate ........... 24 4 -- (a) (a)
-------- -------- -------- --------------- --------
Subtotal ...................... 240 60 62 9 199
-------- -------- -------- --------------- --------
Mortgage installment ............. -- -- -- (a) (a)
Installment consumer ............. 673 951 755 (a) (a)
-------- -------- -------- --------------- --------
Subtotal ...................... 673 951 755 447 551
Other ............................ 3 2 71 -- --
-------- -------- -------- --------------- --------
Total recoveries .............. 916 1,013 888 456 750
-------- -------- -------- --------------- --------
Net charge-offs ..................... (2,318) (4,129) (737) (216) (609)
Provision for loan losses ........... 3,417 5,953(b) 2,973 1,423 994
Balances acquired in acquisition of
Premier Bank .................... -- -- 440 -- --
-------- -------- -------- --------------- --------
Balance at end of year .............. $ 10,253 $ 9,154 $ 7,330 $ 4,654 $ 3,447
======== ======== ======== =============== ========
Ratio of net charge-offs to average
loans outstanding, net of
unearned discount, during
the period ..................... 0.52% 0.96% 0.21% 0.08% 0.28%
========= ========= ========= ================ =========
Ratio of allowance for loan losses to
non-performing loans ........... 203.80% 237.89% 348.72% 239.16% 264.14%
========= ========= ========= ================ =========
Ratio of allowance for loan losses to
total loans .................... 2.11% 2.01% 1.87% 1.55% 1.39%
========= ========= ========= ================ =========
- --------------------
(a) Prior to 1996, the Company did not maintain records of individual balances
in these types of categories and therefore such amounts are reflected
herein only in the aggregate.
(b) Includes a $500,000 charge-off against the Company's $1.1 million
participation in a $3.5 million commercial loan to a nonprofit entity for
a hotel development project, secured by a hotel building and underlying
commercial real estate in Greeneville, Tennessee. In 1998, the loan was
paid off and the Bank received $788,000 in net loan proceeds.
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The following table presents an allocation of the Company's allowance for
loan losses at the dates indicated and the percentage of loans represented by
each category to total loans:
At December 31,
-----------------------------------------------------------------------------------
1998 1997 1996
--------------------------- --------------------------- -----------------------
% Amount % Amount % Amount
- ------ - ------ - ------
(Dollars in thousands)
Commercial .......... 13.94% $ 1,429 23.88% $ 2,186 24.82% $ 1,819
Commercial real
estate .............. 35.50% 3,640 27.46% 2,514 27.85% 2,042
------- ------- ------- ------- ------- -------
Subtotal ...... 49.44% 5,069 51.34% 4,700 52.67% 3,861
------- ------- ------- ------- ------- -------
Mortgage installment 27.04% 2,773 32.03% 2,932 27.75% 2,034
Installment consumer 20.31% 2,082 15.94% 1,459 18.17% 1,332
------- ------- ------- ------- ------- -------
Subtotal ...... 47.35% 4,855 47.97% 4,391 45.92% 3,366
------- ------- ------- ------- ------- -------
Other ............ 3.21% 329 0.69% 63 1.41% 103
------- ------- ------- ------- ------- -------
Total allowance .. 100.00% $10,253 100.00% $ 9,154 100.00% $ 7,330
======= ======= ======= ======= ======= =======
At December 31,
------------------------------------------------------------
1995 1994
------------------------- ----------------------------
% Amount % Amount
- ------ - ------
(Dollars in thousands)
Commercial .......... (a) (a) (a) (a)
Commercial real
estate .............. (a) (a) (a) (a)
------- ------------ ------- ------------
Subtotal ...... 49.60% $ 2,042 48.60% $ 1,758
------- ------------ ------- ------------
Mortgage installment (a) (a) (a) (a)
Installment consumer (a) (a) (a) (a)
------- ------------ ------- ------------
Subtotal ...... 50.40% 2,612 51.40% $ 1,689
------- ------------ ------- ------------
Other ............ (a) (a) (a) (a)
------- ------------ ------- ------------
Total allowance .. 100.00% $ 4,654 100.00% $ 3,447
======= ============ ======= ============
(a) Prior to 1996, the Company did not maintain records of individual balances
in these types of categories and therefore such amounts are reflected
herein only in the aggregate.
INVESTMENT ACTIVITIES
General. The Company maintains a portfolio of investments to provide
liquidity and an additional source of income.
Securities by Category. The following table sets forth the amount of
securities by major categories held by the Company at December 31, 1998, 1997
and 1996.
At December 31,
-------------------------------------
1998 1997 1996
---- ---- ----
(In thousands)
Securities Held to Maturity:
Obligations of states and political subdivisions $ 3,620 $ 7,627 $ 9,456
------- ------- -------
Total ....................................... $ 3,620 $ 7,627 $ 9,456
======= ======= =======
Securities Available for Sale:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies ........ $22,420 $30,284 $39,337
Obligations of states and political subdivisions 1,113 1,153 1,329
Corporate and other securities ................. 3,194 2,415 2,259
------- ------- -------
Total ....................................... $26,727 $33,852 $42,925
======= ======= =======
For information regarding the amortized cost of securities at December 31,
1998, 1997 and 1996, see Note 3 of Notes to Consolidated Financial Statements.
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Maturity Distributions of Securities. The following table sets forth the
distributions of maturities of securities at amortized cost as of December 31,
1998.
Due in One Due After One Year Due After Five Years
Year or Less through Five Years through Ten Years
------------ ------------------ -------------------
(Dollars in thousands)
U.S. treasury securities - available for sale $ 1,799 $ -- $ --
Federal agency obligations - available for
sale ..................................... 1,732 1,347 5,816
Obligations of state and political
subdivisions - available for sale ........ 450 644 --
Obligations of state and political
subdivisions -- held to maturity ......... 395 2,825 --
Other securities -- available for sale ...... 3,194
------- ------- -------
Total ................................ $ 7,570 $ 4,816 $ 5,816
Market value adjustment on available for
sale securities .......................... $ 11 $ 31 $ 45
------- ------- -------
Total ................................ $ 7,581 $ 4,847 $ 5,861
======= ======= =======
Weighted average yield (%)(a) ............... 6.36% 4.90% 5.50%
==== ==== ====
Due
After Ten Years Total
--------------- -----
(Dollars in thousands)
U.S. treasury securities - available for sale $ -- $ 1,799
Federal agency obligations - available for
sale ..................................... 11,593 20,488
Obligations of state and political
subdivisions - available for sale ........ -- 1,094
Obligations of state and political
subdivisions -- held to maturity ......... 400 3,620
Other securities -- available for sale ...... $ 3,194
------- -------
Total ................................ $11,993 $30,195
Market value adjustment on available for
sale securities .......................... $ 65 $ 152
------- -------
Total ................................ $12,058 $30,347
======= =======
Weighted average yield (%)(a) ............... 5.46% 5.57%
==== ====
(a) Yields on tax-exempt obligations have not been computed on a
tax-equivalent basis.
Expected maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties. For information regarding the amortized cost and
approximate market value of securities at December 31, 1998, by contractual
maturity, see Note 3 of Notes to Consolidated Financial Statements.
DEPOSITS
Deposits are the primary source of funds for the Company. Such deposits
consist of checking accounts, regular savings deposits, NOW accounts, Money
Market Accounts and market rate Certificates of Deposit. Deposits are attracted
from individuals, partnerships and corporations in the Company's market area. In
addition, the Company obtains deposits from state and local entities and, to a
lesser extent, U.S. Government and other depository institutions. The Company's
policy permits the acceptance of limited amounts of brokered deposits, but no
such deposits had been obtained as of or during the year ended December 31,
1998.
The following table sets forth the average balances and average interest
rates based on daily balances for deposits for the periods indicated.
Year Ended December 31,
--------------------------------------------------------------------------------
1998 1997 1996
------------------------- ------------------------ -----------------------
Average Average Average Average Average Average
Deposits Rate Deposits Rate Deposits Rate
-------- ---- -------- ---- -------- ----
(Dollars in thousands)
Non-interest bearing
demand deposits ....... $ 39,822 --% $ 33,540 --% $ 30,945 --%
Interest bearing demand
deposits .............. 107,647 2.45 103,288 2.61 105,386 2.23
Savings deposits ...... 53,128 2.28 46,801 2.65 45,491 2.61
Time deposits ......... 255,872 5.46 253,840 5.49 207,441 5.61
-------- -------- ----------
Total deposits ...... $456,469 $437,469 $ 389,263
======== ======== ==========
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The following table indicates the amount of the Company's certificates of
deposit of $100,000 or more by time remaining until maturity as of December 31,
1998.
Certificates
Maturity Period of Deposits
--------------------------------------- --------------
(In thousands)
Three months or less.................. $15,190
Over three through six months......... 12,559
Over six through twelve months........ 12,888
Over twelve months.................... 11,385
-------
Total............................... $52,022
=======
COMPETITION
To compete effectively, the Company relies substantially on local
commercial activity; personal contacts by its directors, officers, other
employees and shareholders; personalized services; and its reputation in the
communities it serves.
According to data as of June 30, 1998 supplied by the FDIC, the Bank
ranked as the largest independent commercial bank in its market area, which
includes Greene, Hamblen, Washington, Blount and McMinn Counties and portions of
Cocke, Hawkins, Jefferson and Knox Counties. In Greene County, there are six
commercial banks and one savings bank, operating 23 branches and holding an
aggregate of approximately $696 million in deposits as of June 30, 1998.
Under the federal Bank Holding Company Act of 1956 (the "Holding Company
Act"), as amended by the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Riegle-Neal Act"), Tennessee banks and their holding companies
may be acquired by out-of-state banks or their holding companies, and Tennessee
banks and their holding companies may acquire out-of-state banks without regard
to whether the transaction is prohibited by the laws of any state. In addition,
the federal banking agencies may approve interstate merger transactions without
regard to whether such transactions are prohibited by the law of any state,
unless the home state of one of the banks opts out of the Riegle-Neal Act by
adopting a law that applies equally to all out-of-state banks and expressly
prohibits merger transactions involving out-of-state banks. The effect of the
Riegle-Neal Act may be to increase competition within the State of Tennessee
among banking institutions located in Tennessee and from banking companies
located anywhere in the country.
EMPLOYEES
As of December 31, 1998, the Company employed 307 persons. None of the
Company's employees are presently represented by a union or covered under a
collective bargaining agreement. Management of the Company considers relations
with employees to be good.
REGULATION, SUPERVISION AND GOVERNMENTAL POLICY
The following is a brief summary of certain statutes, rules and
regulations affecting the Company and the Bank. A number of other statutes and
regulations have an impact on their operations. The following summary of
applicable statutes and regulations does not purport to be complete and is
qualified in its entirety by reference to such statutes and regulations.
Bank Holding Company Regulation. The Company is registered as a bank
holding company under the Holding Company Act and, as such, subject to
supervision, regulation and examination by the Board of Governors of the Federal
Reserve Board (the "FRB").
Acquisitions and Mergers. Under the Holding Company Act, a bank holding
company must obtain the prior approval of the FRB before (i) acquiring direct or
indirect ownership or control of any voting shares of any bank or bank holding
company if, after such acquisition, the bank holding company would directly or
indirectly own or control more than 5% of such shares; (2) acquiring all or
substantially all of the assets of another bank or bank holding company; or (3)
merging or consolidating with another bank holding company. Also, any company
must
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obtain approval of the FRB prior to acquiring control of the Company or the
Bank. For purposes of the Holding Company Act, "control" is defined as ownership
of more than 25% of any class of voting securities of the Company or the Bank,
the ability to control the election of a majority of the directors, or the
exercise of a controlling influence over management or policies of the Company
or the Bank.
The Holding Company Act, as amended by the Riegle-Neal Act, generally
permits the FRB to approve interstate bank acquisitions by bank holding
companies without regard to any prohibitions of state law. See "Competition".
The Change in Bank Control Act and the related regulations of the FRB
require any person or persons acting in concert (except for companies required
to make application under the Holding Company Act), to file a written notice
with the FRB before such person or persons may acquire control of the Company or
the Bank. The Change in Bank Control Act defines "control" as the power,
directly or indirectly, to vote 25% or more of any voting securities or to
direct the management or policies of a bank holding company or an insured bank.
The Holding Company Act also prohibits, with certain exceptions, a bank
holding company from acquiring direct or indirect ownership or control of more
than 5% of the voting shares of a company that is not a bank or a bank holding
company, or from engaging directly or indirectly in activities other than those
of banking, managing or controlling banks, or providing services for its
subsidiaries.
Capital Requirements. The Company is also subject to FRB guidelines
that require bank holding companies to maintain specified minimum ratios of
capital to total assets and capital to risk-weighted assets. See "-- Capital
Requirements."
Dividends. The FRB has the power to prohibit dividends by bank holding
companies if their actions constitute unsafe or unsound practices. The FRB has
issued a policy statement expressing its view that a bank holding company should
pay cash dividends only to the extent that the company's net income for the past
year is sufficient to cover both the cash dividends and a rate of earning
retention that is consistent with the company's capital needs, asset quality,
and overall financial condition. The Company does not believe this policy
statement will limit the Company's activity to maintain its dividend payment
rate.
Support of Banking Subsidiaries. Under FRB policy, the Company is expected
to act as a source of financial strength to its banking subsidiaries and, where
required, to commit resources to support each of such subsidiaries. Further, if
the Bank's capital levels were to fall below minimum regulatory guidelines, the
Bank would need to develop a capital plan to increase its capital levels and the
Company would be required to guarantee the Bank's compliance with the capital
plan in order for such plan to be accepted by the federal regulatory authority.
Under the "cross guarantee" provisions of the Federal Deposit Insurance
Act (the "FDI Act"), any FDIC-insured subsidiary of the Company such as the Bank
could be liable for any loss incurred by, or reasonably expected to be incurred
by, the FDIC in connection with (i) the default of any other FDIC-insured
subsidiary also controlled by the Company or (ii) any assistance provided by the
FDIC to any FDIC-insured subsidiary of the Company in danger of default.
Transactions with Affiliates. The Federal Reserve Act imposes legal
restrictions on the quality and amount of credit that a bank holding company or
its non bank subsidiaries ("affiliates") may obtain from bank subsidiaries of
the holding company. For instance, these restrictions generally require that any
such extensions of credit by a bank to its affiliates be on nonpreferential
terms and be secured by designated amounts of specified collateral. Further, a
bank's ability to lend to its affiliates is limited to 10% per affiliate (20% in
the aggregate to all affiliates) of the bank's capital and surplus.
Bank Regulation. As a Tennessee banking institution, the Bank is subject
to regulation, supervision and regular examination by the Banking Department.
The deposits of the Bank are insured by the FDIC to the maximum extent provided
by law (a maximum of $100,000 for each insured depositor). Tennessee and federal
banking laws and regulations control, among other things, required reserves,
investments, loans, mergers and consolidations, issuance of securities, payment
of dividends, and establishment of branches and other aspects of the Bank's
operations. Supervision, regulation and examination of the Company and the Bank
by the bank regulatory
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agencies are intended primarily for the protection of depositors rather than for
holders of the Common Stock of the Company.
Extensions of Credit. Under joint regulations of the federal banking
agencies, including the FDIC, banks must adopt and maintain written policies
that establish appropriate limits and standards for extensions of credit that
are secured by liens or interests in real estate or are made for the purpose of
financing permanent improvements to real estate. These policies must establish
loan portfolio diversification standards, prudent underwriting standards,
including loan-to-value limits, that are clear and measurable, loan
administration procedures and documentation, approval and reporting
requirements. A bank's real estate lending policy must reflect consideration of
the Interagency Guidelines for Real Estate Lending Policies (the "Interagency
Guidelines") that have been adopted by the federal bank regulators. The
Interagency Guidelines, among other things, call upon depository institutions to
establish internal loan-to-value limits for real estate loans that are not in
excess of the loan-to-value limits specified in the Guidelines for the various
types of real estate loans. The Interagency Guidelines state that it may be
appropriate in individual cases to originate or purchase loans with
loan-to-value ratios in excess of the supervisory loan-to-value limits. The
aggregate amount of loans in excess of the supervisory loan-to-value limits,
however, should not exceed 100% of total capital and the total of such loans
secured by commercial, agricultural, multifamily and other non-one-to-four
family residential properties should not exceed 30% of total capital.
Federal Deposit Insurance. The Bank is subject to FDIC deposit insurance
assessments. The FDIC has established a risk-based deposit insurance assessment
system for insured depository institutions, under which insured institutions are
assigned assessment risk classifications based upon capital levels and
supervisory evaluations. Under these regulations, the FDIC set the 1998
insurance assessment rates for BIF-insured banks such as the Bank from zero to
27 basis points.
Safety and Soundness Standards. The Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA") required the federal bank regulatory agencies
to prescribe, by regulation, non-capital safety and soundness standards for all
insured depository institutions and depository institution holding companies.
The FDIC and the other federal banking agencies have adopted guidelines
prescribing safety and soundness standards pursuant to FDICIA. The safety and
soundness guidelines establish general standards relating to internal controls
and information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, and compensation, fees and
benefits. Among other things, the guidelines require banks to maintain
appropriate systems and practices to identify and manage risks and exposures
identified in the guidelines.
Capital Requirements. The FRB has established guidelines with respect to
the maintenance of appropriate levels of capital by registered bank holding
companies, and the FDIC has established similar guidelines for state-chartered
banks that are not members of the FRB. The regulations of the FRB and FDIC
impose two sets of capital adequacy requirements: minimum leverage rules, which
require the maintenance of a specified minimum ratio of capital to total assets,
and risk-based capital rules, which require the maintenance of specified minimum
ratios of capital to "risk-weighted" assets. At December 31, 1998, the Company
and the Bank satisfied the minimum required regulatory capital requirements. See
Note 14 of Notes to Consolidated Financial Statements.
The FDIC has issued final regulations that classify insured depository
institutions by capital levels and require the appropriate federal banking
regulator to take prompt action to resolve the problems of any institution that
fails to satisfy the capital standards. Under such regulations, a
"well-capitalized" bank is one that is not subject to any regulatory order or
directive to meet any specific capital level and that has or exceeds the
following capital levels: a total risk-based capital ratio of 10%, a Tier 1
risk-based capital ratio of 6%, and a leverage ratio of 5%. As of December 31,
1998, the Bank was "well-capitalized" as defined by the regulations. See Note 14
of Notes to Consolidated Financial Statements for further information.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information regarding the executive
officers of the Company.
Age At
Name December 31, 1998 Title
- ----------------------- -------------------------- ----------------------------------------------------
R. Stan Puckett 42 President and Chief Executive Officer
Davis Stroud 65 Executive Vice President and Secretary
William F. Richmond 49 Senior Vice President and Chief Financial Officer
R. STAN PUCKETT currently serves as President and Chief Executive Officer
of the Company and has held that position since 1990. He has served as President
and Chief Executive Officer of the Bank since February 1989. He is a graduate of
Bristol University with a degree in business administration. He served as
President of First American National Bank of Johnson City, Tennessee from
December 1987 to February 1989 and as its Vice President from June 1986 to
December 1987. He was Assistant Vice President of First Union National Bank in
Asheville, North Carolina from September 1983 to June 1986 and served as
commercial loan officer of Signet Bank in Bristol, Virginia from September 1977
to June 1983.
DAVIS STROUD is currently Executive Vice President of the Company and
the Bank. Mr. Stroud joined the Bank in 1952 and became its Senior Vice
President and Cashier in 1973. He became Executive Vice President and
Secretary of the Company and the Bank in 1988 and has also served as a
director of the Company and the Bank since December 1989. Mr. Stroud is a
member of First Christian Church and Greeneville Masonic Lodge No. 3 F&AM,
and he has also served as Treasurer of Greene County Foundation.
WILLIAM F. RICHMOND joined the Company in February 1996 and currently
serves as Senior Vice President and Chief Financial Officer of the Company and
the Bank. Prior to joining the Company, Mr. Richmond served, subsequent to the
acquisition of Heritage Federal Bancshares, Inc. ("Heritage") by First American
Corporation, as transition coordinator for various financial matters from
November 1995 through January 1996. Heritage was the parent of Heritage Federal
Bank for Savings located in Kingsport, Tennessee. He served as Senior Vice
President and Chief Financial Officer for Heritage from June 1991 through
October 1995 and as controller from April 1985 through May 1991. He has been
active in community activities in the Tri-Cities, Tennessee area, having served
on the Board of Directors of Boys and Girls Club, Inc. and as President of the
Tri-Cities Estate Planning Council. He has served in various capacities with the
United Way of Greater Kingsport and is a Paul Harris Fellow in Rotary
International. He is licensed as a Certified Public Accountant in Virginia and
Tennessee and is also a Certified Financial Planner.
ITEM 2. PROPERTIES
The Company's principal executive offices are located at 100 North Main
Street, Greeneville, Tennessee in facilities owned by the Bank. At December 31,
1998, the Company maintained a main office in Greeneville, Tennessee and 19 bank
branches (of which seven are in leased operating premises) and 15 separate
locations operated by the Bank's subsidiaries.
ITEM 3. LEGAL PROCEEDINGS.
From time to time, the Company and its subsidiaries are parties to various
legal proceedings incident to its business. At December 31, 1998, there were no
legal proceedings which management anticipates would have a material adverse
effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders of the Company through a
solicitation of proxies or otherwise.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The information contained under the section captioned "Market and Dividend
Information" in the Company's 1998 Annual Report to Shareholders (the "Annual
Report") filed as Exhibit 13 hereto is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information contained in the table captioned "Selected Financial
Highlights" in the Company's Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information contained in the section captioned "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's Annual Report is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information set forth under Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Interest Rate
Sensitivity" is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements contained in the Company's Annual
Report are incorporated herein by reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information concerning the Board of Directors of the Company, the
information contained under the section captioned "Election of Directors" in the
Company's definitive proxy statement for the Company's 1999 Annual Meeting of
Shareholders (the "Proxy Statement") is incorporated herein by reference.
Information regarding executive officers of the Company is contained in
the section captioned "Executive Officers of the Registrant" under Part I hereof
and is incorporated herein by reference.
Information regarding delinquent Form 3, 4 or 5 filers is incorporated
herein by reference to the section entitled "Beneficial Ownership Reports" in
the Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the section captioned "Election of
Directors -- Executive Compensation and Other Benefits" in the Proxy
Statement is incorporated herein by reference.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners
Information required by this item is incorporated herein by
reference to the section captioned "Security Ownership of
Certain Beneficial Owners and Management" in the Proxy
Statement.
(b) Security Ownership of Management
Information required by this item is incorporated herein by
reference to the sections captioned "Security Ownership of
Certain Beneficial Owners and Management" and "Election of
Directors" in the Proxy Statement.
(c) Changes in Control
Management of the Company knows of no arrangements, including
any pledge by any person of securities of the Company, the
operation of which may at a subsequent date result in a change
in control of the registrant.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference
to the section captioned "Election of Directors" in the Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) The following consolidated financial statements of the Company
included in the Annual Report are incorporated herein by reference from Item 8
of this Report. The remaining information appearing in the Annual Report to
Shareholders is not deemed to be filed as part of this Report, except as
expressly provided herein.
1. Report of Independent Auditors.
2. Consolidated Balance Sheets - December 31, 1998 and
1997.
3. Consolidated Statements of Income for the Years Ended
December 31, 1998, 1997 and 1996.
4. Consolidated Statements of Comprehensive Income for the
Years Ended December 31, 1998, 1997 and 1996.
5. Consolidated Statements of Changes in Shareholders'
Equity for the Years Ended December 31, 1998, 1997 and
1996.
6. Consolidated Statements of Cash Flows for the Years
Ended December 31, 1998, 1997 and 1996.
7. Notes to Consolidated Financial Statements.
(a)(2) All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore have
been omitted.
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(a)(3) The following exhibits either are filed as part of this Report
or are incorporated herein by reference:
Exhibit No. 3. Articles of Incorporation and Bylaws
(i) Amended and Restated Charter, effective June 18, 1998.
(ii) Amended and Restated Bylaws
Exhibit No. 10. Employment Agreements
(i) Employment agreement between the Company and R. Stan
Puckett -- incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(ii) Employment agreement between the Company and Davis
Stroud -- incorporated herein by reference to the
Company's Registration Statement on Form S-14 (File No.
2-96273).
Exhibit No. 11. Statement re Computation of Per Share Earnings.
(Incorporated by reference of Note 19 of the Notes to
Consolidated Financial Statements).
Exhibit No. 13. Annual Report to Shareholders
Except for those portions of the Annual Report to
Shareholders for the year ended December 31, 1998, which
are expressly incorporated herein by reference, such
Annual Report is furnished for the information of the
Commission and is not to be deemed "filed" as part of
this Report.
Exhibit No. 21. Subsidiaries of the Registrant
A list of subsidiaries of the Registrant is included as
an exhibit to this Report.
Exhibit No. 23. Consent of PricewaterhouseCoopers LLP
Exhibit No. 27. Financial Data Schedule (SEC USE ONLY)
(b) Reports on Form 8-K. No Reports on Form 8-K were filed by the
Company during the last quarter of the fiscal year covered by this
report.
(c) Exhibits. The exhibits required by Item 601 of Regulation S-K are
either filed as part of this Annual Report on Form 10-K or
incorporated herein by reference.
(d) Financial Statements and Financial Statement Schedules Excluded From
Annual Report. There are no financial statements and financial
statement schedules which were excluded from the Annual Report
pursuant to Rule 14a-3(b)(1) which are required to be included
herein.
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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
behalf by the undersigned, thereunto duly authorized.
GREENE COUNTY BANCSHARES, INC.
Date: March 29, 1999 By: /s/ R. Stan Puckett
---------------------------------
R. Stan Puckett
Director, President and
Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated and on the dates indicated.
SIGNATURE AND TITLE: DATE:
/s/ R. Stan Puckett March 29, 1999
- ------------------------------
R. Stan Puckett
Director, President and Chief
Executive Officer
(Principal Executive Officer)
/s/ William F. Richmond March 29, 1999
- ------------------------------
William F. Richmond
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Terry Leonard March 29, 1999
- ------------------------------
Terry Leonard
Chairman of the Board
/s/ J.W. Douthat March 29, 1999
- ------------------------------
J.W. Douthat
Director
/s/ Phil M. Bachman, Jr. March 29, 1999
- ------------------------------
Phil M. Bachman, Jr.
Director
/s/ Ralph T. Brown March 29, 1999
- ------------------------------
Ralph T. Brown
Director
18
/s/ James A. Emory March 29, 1999
- ------------------------------
James A. Emory
Director
/s/ Jerald K. Jaynes March 29, 1999
- ------------------------------
Jerald K. Jaynes
Director
/s/ Charles S. Brooks March 29, 1999
- ------------------------------
Charles S. Brooks
Director
/s/ Davis Stroud March 29, 1999
- ------------------------------
Davis Stroud
Director
/s/ W.T. Daniels March 29, 1999
- ------------------------------
W.T. Daniels
Director
/s/ Harrison Lamons March 29, 1999
- ------------------------------
Harrison Lamons
Director
/s/ Helen Horner March 29, 1999
- ------------------------------
Helen Horner
Director