SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20552
----------------------
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] 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 0-23645
LEEDS FEDERAL BANKSHARES, INC
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(Exact name of registrant as specified in its charter)
UNITED STATES 52-2062351
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
1101 Maiden Choice Lane, Baltimore, Maryland 21229
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(Address of principal executive offices)
Registrant's telephone number, including area code: 410-242-1234
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Former name, former address and former fiscal year, if changed since last report
Indicated by a check 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: There were 4,798,341 shares
of the Registrant's common stock outstanding as of October 1, 1999.
LEEDS FEDERAL BANKSHARES, INC
INDEX
PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of
September 30, 1999 (unaudited), and June 30, 1999 .................. 1
Consolidated Statements of Income and Comprehensive Income (unaudited)
for the three months ended September, 1999 and 1998 ................ 2
Consolidated Statements of Cash Flows (unaudited) for the three months
ended September 30, 1999 and 1998 .................................. 3
Notes to Consolidated Financial Statements (unaudited) ............... 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ........................ 8
PART II. OTHER INFORMATION ............................................... 12
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
LEEDS FEDERAL BANKSHARES, INC.
STATEMENTS OF CONSOLIDATED FINANCIAL CONDITION
September 30, June 30,
1999 1999
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(unaudited) (audited)
Assets
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Cash:
On hand and due from banks ..................... $ 2,553,515 5,093,316
Interest-bearing deposits ...................... 2,063,298 4,964,126
Short-term investments ........................... 12,156,045 12,941,254
Secured short-term loans to commercial banks ..... 2,453,239 10,011,970
Investment securities, net (held to maturity) .... 67,717,240 66,167,181
Investment securities, net (available for sale) .. 6,100,221 6,551,478
Mortgage backed securities, net (held to maturity) 9,507,004 10,008,111
Loans receivable, net ............................ 215,568,314 203,886,170
Investment in Federal Home Loan Bank of Atlanta
stock, at cost ................................. 1,935,700 1,935,700
Property and equipment, net ...................... 1,535,261 1,484,620
Cash surrender value of life insurance ........... 6,461,948 6,399,473
Accrued interest receivable ...................... 2,026,620 1,994,604
Prepaid expenses and other assets ................ 224,212 204,020
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Total assets ................................. $330,302,617 331,642,023
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Liabilities and Stockholders' Equity
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Savings accounts ................................. $277,084,798 274,625,611
Borrowed funds-Employee Stock Ownership Plan ..... 456,000 470,813
Advance payments by borrowers for taxes, insurance
and ground rents ............................... 1,296,231 5,203,532
Federal and state income taxes:
Currently payable .............................. 574,693 107,577
Deferred ....................................... 1,220,950 1,393,803
Accrued expenses and other liabilities ........... 1,416,222 1,336,275
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Total liabilities ............................. 282,048,894 283,137,611
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Stockholders' Equity:
Common Stock $1 par value:
20,000,000 shares authorized; 5,195,597 shares
issued and outstanding ......................... 5,195,597 5,195,597
Additional paid-in capital ....................... 9,382,942 9,367,161
Employee stock ownership plan .................... (367,201) (390,682)
Treasury stock, at cost,(397,256 shares and
331,941 shares) ................................ (5,485,484) (4,740,869)
Retained income, substantially restricted ........ 37,467,385 36,734,317
Accumulated other comprehensive income ........... 2,060,484 2,338,888
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Total stockholders' equity ................... 48,253,723 48,504,412
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$330,302,617 331,642,023
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See accompanying notes to consolidated financial statements.
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LEEDS FEDERAL BANKSHARES, INC
Consolidated Statements of Income and Comprehensive Income
(Unaudited)
Three Months Ended September 30,
--------------------------------
1999 1998
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Interest Income:
First mortgage and other loans ............... $3,722,728 $3,703,894
Mortgage-backed securities ................... 162,832 277,088
Investment securities and short-term
investments ................................ 1,562,993 1,285,630
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Total interest income .................... 5,448,553 5,266,612
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Interest expense:
Savings accounts ............................. 3,412,117 3,185,659
Other ........................................ 9,508 12,223
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Total interest expense ................... 3,421,625 3,197,882
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Net interest income ...................... 2,026,928 2,068,730
Provision for loan losses .................... 12,374 29,306
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Net interest income after provision
for loan losses ........................ 2,014,554 2,039,424
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Noninterest income:
Service fees and charges ..................... 37,027 34,335
Other ........................................ 62,475 73,108
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99,502 107,443
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Noninterest expense:
Compensation and employee benefits ........... 378,452 399,507
Occupancy .................................... 65,229 53,896
SAIF deposit insurance premiums .............. 59,807 56,713
Advertising .................................. 33,902 30,764
Other ........................................ 146,159 168,921
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683,549 709,801
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Income before provision for income taxes ..... 1,430,507 1,437,066
Provision for income taxes ..................... 497,967 513,896
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Net Income ................................... 932,540 923,170
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Other comprensive income, net of taxes:
Unrealized gain (loss) on securities
available for sale, net .................... (451,257) 131,428
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Comprehensive income ........................... $ 481,283 1,054,598
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Net income per share of common stock
Basic ........................................ $ .20 .18
Diluted ...................................... .19 .18
See accompanying notes to consolidated financial statements.
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LEEDS FEDERAL BANKSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended September 30, 1999 and 1998
(unaudited)
1999 1998
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Cash flows from operating activities:
Net Income ........................................ $ 932,531 923,170
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of loan fees, premiums and
discounts, net .............................. (22,213) (24,512)
Provision for loan losses ..................... 12,374 29,306
Accretion of premiums (discounts) on
investments securities and mortgage-backed
securities, net ............................. (12,600) 666
Depreciation .................................. 32,104 33,035
Non-cash compensation under stock based
benefit plans ............................... 39,262 71,418
Decrease (increase) in accrued interest
receivable on securities and loans receivable (32,016) 237,781
Increase in income taxes currently payable .... 467,116 465,179
Increase in accrued expenses and other
liabilities ................................. 79,947 57,981
Increase in unearned loan fees ................ 38,047 20,542
(Increase) decrease in prepaid expenses and
other assets ................................ (20,192) 2,407
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Net cash provided by operating activities . 1,514,360 1,816,973
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Cash flows from investing activities:
Purchase of investment securities held to maturity (1,700,000) (17,187,441)
Maturity of investment securities held to maturity -0- 17,200,000
Maturity of securities available for sale ......... -0- 2,200,000
Principal repayments of investment securities ..... 160,522 -0-
Loan disbursements, net of repayments ............. (11,710,352) (3,955,160)
Purchase of mortgage-backed securities ............ (400,000) -0-
Mortgage-backed securities held to maturity
principal repayments ............................ 903,126 1,608,538
Purchases of property and equipment ............... (82,745) (36,924)
Investment in life insurance policies ............. (62,475) (72,684)
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Net cash used in investing activities ..... $(12,891,924) (243,674)
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LEEDS FEDERAL BANKSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended September 30, 1999 and 1998
(unaudited)
1999 1998
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Cash flows from financing activities:
Net increase in savings accounts .................. 2,459,187 3,622,512
Decrease in advance payments by borrowers for
taxes, insurance and ground rents ............... (3,907,301) (3,812,924)
Payment of dividends .............................. (199,463) (252,395)
Purchase of treasury stock ........................ (744,615) (546,620)
Repayment of borrowed funds ....................... (14,813) -0-
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Net cash used in financing activities ..... (2,407,005) (989,427)
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Net increase (decrease) in cash and cash equivalents (13,784,569) 583,872
Cash and cash equivalents at beginning of period .... 33,010,666 36,857,469
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Cash and cash equivalents at end of period .......... $ 19,226,097 37,441,341
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest on
deposits and other borrowings ................... 3,422,000 3,198,000
Cash paid during the period for income taxes ...... 31,000 49,000
See accompanying notes to consolidated financial statements.
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LEEDS FEDERAL BANKSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
(1) Basis of Presentation
The accompanying consolidated financial statements include the accounts of
Leeds Federal Bankshares, Inc.(the Company), its wholly owned subsidiary, Leeds
Federal Savings Bank and Leeds Investment Corporation, a wholly owned subsidiary
of Leeds Federal Savings Bank. Adjustments, consisting of normal recurring
adjustments, which, in the opinion of management are necessary for a fair
presentation of financial position and results of operations have been recorded.
The financial statements have been prepared using the accounting policies
described in the June 30, 1999 Annual Report. The results of operations for the
three months ended September 30, 1999, are not necessarily indicative of the
results that may be expected for the entire year.
In preparing the consolidated financial statements, management is required
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the consolidated statements of financial condition
and income and comprehensive income for the period. Actual results could differ
significantly from those estimates.
(2) Reclassification of Prior Year's Statements
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
(3) Net Income per Share of Common Stock
Basic earnings per share (EPS) is calculated by dividing net income by the
weighted average number of common shares outstanding for the applicable period.
Diluted EPS is calculated after adjusting the numerator and the denominator of
the basic EPS calculation for the effect of all dilutive potential common shares
outstanding during the period. Information related to the calculation of net
income per share of common stock is summarized as follows:
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LEEDS FEDERAL BANKSHARES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999
(Unaudited and continued)
Three Months Three Months
Ended September 30, Ended September 30,
1999 1998
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Basic Diluted Basic Diluted
--------- --------- --------- ---------
Net Income .......................... $ 932,540 $ 932,540 $ 923,170 $ 923,170
Dividends on unvested common stock
awards .......................... -- -- (2,016) (933)
--------- --------- --------- ---------
Adjusted net income used in EPS
calculations ................... $ 932,540 $ 932,540 $ 921,154 $ 922,237
--------- --------- --------- ---------
Weighted average shares outstanding . 4,766,611 4,766,611 5,058,038 5,058,038
Effect of dilutive securities:
Options ........................... -- 43,139 -- 79,895
Unvested common stock awards ...... -- -- -- 7,739
--------- --------- --------- ---------
Adjusted weighted average shares used
in EPS computation ................ 4,766,611 4,809,750 5,058,038 5,145,672
--------- --------- --------- ---------
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LEEDS FEDERAL BANKSHARES INC
NOTES TO CONSOLIDATD FINANCIAL STATEMENTS
September 30, 1999
(Unaudited and continued)
(4) Dividends on Common Stock
On September 15, 1999, the Company declared a quarterly cash dividend of
$.14 per share. The dividends were payable to stockholders of record as of
October 6, 1999 and were paid on October 20, 1999. Leeds Federal Bankshares,
M.H.C. (the MHC), which owns 3,300,000 shares of stock in the Company, waived
receipt of its quarterly dividend, thereby reducing the actual dividend payout
to approximately $210,000. The dollar amount of dividends waived by the MHC is
considered as a restriction on the retained earnings of the Company. The amount
of any dividend waived by the MHC shall be available for declaration of a
dividend solely to the MHC. At September 30, 1999, the cumulative amount of such
waived dividends was $8,243,400.
(5) Impact of New Accounting Standards
The Financial Accounting Standards Board has issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, as amended ( SFAS
No. 133). SFAS No.133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives), and for hedging
activities. SFAS No. 133 requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. It is effective for all fiscal quarters of
fiscal years beginning after June 15, 2000. Initial application of this
Statement should be as of the beginning of an entity's fiscal quarter. On that
date, hedging relationships must be designated anew and documented pursuant to
the provisions of SFAS No. 133. Earlier application of SFAS No. 133 is
encouraged, but it may not be applied retroactively to financial statements of
prior periods. Management has not determined when it will adopt the provisions
of SFAS No. 133 but believes that adoption will not have a material effect on
the Company's financial position or results of operations.
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LEEDS FEDERAL BANKSHARES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward Looking Statements
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In addition to historical information, this Quarterly Report contains
forward-looking statements. The forward-looking statements contained in this
document are subject to certain risks and uncertainties that could cause actual
results to differ materially from those projected in the forward-looking
statements. Important factors that might cause such a difference include, but
are not limited to, those discussed in this section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Readers should not place undue reliance on these forward-looking statements, as
they reflect management's analysis as of the date of this report. The Company
has no obligation to update or revise these forward-looking statements to
reflect events or circumstances that occur after the date of this report.
Readers should carefully review the risk factors described in other documents
the Company files from time to time with the Securities and Exchange Commission,
including current reports filed on Form 8-K.
Discussion of Financial Condition Changes
from June 30, 1999 to September 30, 1999
- -----------------------------------------
Cash on hand and due from banks, interest bearing deposits, other liquid
investments, investment securities, and investment in FHLB stock totaled
approximately $95.0 million, a decrease of approximately $12.7 million, or
11.8%, from June 30, 1999. Mortgage-backed securities totaled $9.5 million, a
decrease of $500,000, due to repayments of principal, offset by the purchase of
a mortgage-backed security totaling $400,000. Loans receivable totaled $215.6
million, an increase of $11.7 million, or 5.7%, reflecting increased lending
activity. The decreases in cash items and mortgage-backed securities were used
primarily to fund the increase in loans receivable.
Deposits increased approximately $2.5 million, to $277.1 million at
September 30, 1999. Such increase was primarily attributable to the general
market interest rate trends. The Company has offered savings rates that are
competitive with other banks. However, it has not relied on brokered funds or
negotiated jumbo certificates to maintain deposit levels.
The Bank is subject to capital standards which generally require the
maintenance of regulatory capital sufficient to meet each of three tests,
hereinafter described as the Tier 1 core capital requirement, the Tier 1 risk
based capital requirement and the total risk based capital requirement. At
September 30, 1999, the Bank had Tier 1 core capital of $45.8 million, or 14.2%
of total adjusted assets, which was $32.8 million in excess of the requirement
of minimum core capital of $13.0 million, or 4% of total adjusted assets; Tier 1
risk based capital of $45.8 million, or 28.1% of risk weighted assets, which was
$39.3 million in excess of the requirement of minimum Tier 1 risk based capital
of $6.5 million, or 4% of risk weighted assets; and total risk-based capital of
$48.1 million, or 29.5% of risk weighted assets, which was $35.0 million in
excess of the requirement of a minimum total risk-based capital of 8% of risk
weighted assets.
Comparison of Operating Results for Three Month
Periods Ended September 30, 1999 and 1998
- -----------------------------------------------
General
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The Company's net income for the three months ended September 30, 1999,
totaled $933,000, an increase of $10,000, compared to $923,000 for the three
months ended September 30, 1998. Unrealized gains
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(losses) on securities available for sale decreased $583,000 to (451,000) for
the three months ended September 30, 1999, from $131,000 for the three months
ended September 30, 1998. The decrease was due to a decrease in the fair value
of the Company's investment securities available for sale due to an increase in
interest rates during the quarter. There were no other significant differences
between the various line items in the Statements of Income and Comprehensive
Income for the two periods.
Net Interest Income
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Interest income on loans remained relatively unchanged at $3.7 million for
the three months ended September 30, 1999, and 1998, respectively. Total average
loans increased $17.5 million to $210.2 million for the current quarter compared
to $192.7 for the same quarter last year. The increase in average loans
reflected increased loan demand. Funds principally from an increase in average
saving deposits and a decrease in mortgage-backed securities were used to fund
the increase in average loans. Yield on average loans decreased to 7.1% for the
three months ended September 30, 1999, from 7.7% for the same period last year.
The decrease in yield on average loans was principally due to new loan
originations at lower yields. Interest income on mortgage-backed securities
decreased by $114,000 due principally to a decrease in average balance of
mortgage-backed securities to $9.8 million from $15.7 million in the first
quarter of 1998. Average yield on mortgage-backed securities decreased to 6.7%,
from 7.1%. The decreases in average balance of mortgage-backed securities was
attributable to principal repayments.
Interest income on investment securities and short-term investments
("Investments") increased $277,000 to $1.6 million for the three months ended
September 30, 1999, from $1.3 million for the three months ended September 30,
1998. The average balance of Investments increased to $101.3 million for the
three months ended September 30, 1999, from $84.4 million for the prior period.
Average yield of Investments increased slightly to 6.2%, from 6.1%, due to
changes in market rates on short term investments.
Total interest expense increased by approximately $224,000, during the
quarter ended September 30, 1999 to $3.4 million from $3.2 million for the
quarter ended September 30, 1998. This increase was the result of an increase in
average balance of interest-bearing liabilities to $276.9 million from $247.6
million, partially offset by a decrease in the average rate paid on deposits to
4.9% from 5.2%. The increase in the average balances of interest-bearing
liabilities and the decrease in rate paid was a result of general market
conditions.
As a result of the foregoing changes, interest expense increased by a
greater amount as compared to interest income resulting in a decrease in net
interest income of $42,000, to $2.0 million during the three months ended
September 30, 1999, as compared to $2.1 million during the three months ended
September 30, 1998.
Provision for Loan Losses
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The Company provided $12,000 for loan losses for the three months ended
September 30, 1999, and $29,000 during the three months ended September 30,1998.
The allowance for loan losses, which was $738,000 at September 30, 1999, is
established in accordance with generally accepted accounting principles and
exists to absorb losses inherent in the Company's overall loan portfolio. In
addition to historical loss experience, the Company considers other factors that
are likely to cause credit losses; including changes in economic and business
conditions and developments, changes in the nature and volume of the portfolio,
trends in the level of past due and classified loans, and the status of
nonperforming loans. Based on management's review and analysis, the allowance
for loan losses as of September 30, 1999, is considered adequate.
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Noninterest Income
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Noninterest income decreased by approximately $7,000 to $100,000 during the
three months ended September 30, 1999, as compared to $107,000 during the three
months ended September 30, 1998. The decrease was primarily the result of
decreases in income from life insurance contracts.
Noninterest Expense
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Noninterest expense for the three months ended September 30, 1999,
decreased by approximately $26,000, to $684,000 compared to $710,000 for the
three months ended September 30, 1998. Such decrease was due to decreases in
compensation and employee benefits, principally reduced Employee Stock Ownership
Plan costs, and other expenses, partially offset by an increase in occupancy
expenses.
Provision for Income Taxes
- --------------------------
The effective income tax rate for the three months ended September 30,
1999, was 34.8%, compared to 35.8% for the three months ended September 30,
1998. The decrease was due to lower state taxes.
Classified Loans
- ----------------
Loans which were 90 or more days delinquent but still accruing totaled
$1,000 at September 30, 1999, and $7,000 at June 30, 1999. Loans 90 or more days
delinquent and not accruing totaled $2.5 million at September 30, 1999, and $2.7
million at June 30, 1999. As of September 30, 1999, the Company had a $2.5
million loan which matured in June 1998, and has not been repaid. Management has
obtained a current appraisal, and based in part on such appraisal, management
believes the Company will not incur a material loss on this loan.
Liquidity
- ---------
The Company is required to maintain levels of liquid assets as defined by
Office of Thrift Supervision regulations. This requirement, which varies from
time to time (currently set at 4%) depending upon economic conditions and
deposit flows, is based upon a percentage of deposits and short-term borrowings.
The Company's liquidity ratio averaged 39.10% during the quarter ended September
30, 1999, and equaled 36.47% at September 30, 1999.
Capability of the Company's Data Processing Software
and Hardware to Accommodate the Year 2000
- ----------------------------------------------------
The following information constitutes a "Year 2000 Readiness Disclosure"
under the Year 2000 Information and Readiness Disclosure Act.
The Company relies upon computers for the daily conduct of its business and
for data processing. There is concern among industry experts that commencing on
January 1, 2000, computers will be unable to "read" the new year and there may
be widespread computer malfunctions. The Year 2000 ("Y2K) issue is the result of
computer programs being written using two digits rather than four to define the
applicable year. Any of the Company's computer programs that would have date
sensitive software may recognize a date during "00" as the year 1900 rather than
the year 2000. This could result in a systems failure or miscalculations causing
disruptions of operations. The Board of Directors of the Company formed a Y2K
Project Team to address how the Company will prepare for January 1, 2000. The
Project Team, with the strong support and involvement of senior
-10-
management, developed an Action Plan comprised of five phases; assessment,
evaluation, renovation, validation and implementation. The Company has
substantially completed all of the five phases for its internal systems. The
Company contracts with service bureaus to provide the majority of its data
processing and is dependent upon purchased application software. Management
believes that all "mission critical" systems have been identified and have been
tested for Y2K compliance. Company personnel have participated with the major
provider of our systems in a test of our equipment and our connections to the
data center. Some of the smaller systems were tested by other institutions by
proxy, as defined by the regulators.
The Company believes that the potential effects on operations from Y2K
issues can and will be addressed prior to January 1, 2000. However, unforeseen
circumstances could arise, disrupting normal business operations. To this end,
the Company has adopted a contingency plan to address alternative methods to
enable the Company to continue to offer basic services to its customers.
Extensive training of its personnel and testing of the contingency plan has
begun and will continue throughout 1999. There can be no assurance that the
Company's contingency plan will fully mitigate the effects of such potential
failures. The Company has contacted its commercial borrowers and has been
informed that they are either compliant or in process of becoming compliant in
connection with the Year 2000 issue. As commercial loans represent less than 2%
of its assets, the Company believes that the effect of the Year 2000 issue on
the Company's commercial borrowers will not have an adverse effect on the
Company in general. The Company has not incurred any material costs, and
management believes that it will incur costs of no more than $25,000 in
connection with the Y2K issue, although there can be no assurances in this
regard.
Stock Repurchase Plan To Repurchase Up To 550,000 Shares of Common Stock
- ------------------------------------------------------------------------
As of September 30, 1999, the Company has repurchased a total of 397,256
shares of the 475,000 that were authorized in connection with its repurchase
plan. The Board of Directors has announced that the Company plans to continue
the repurchase of up to an additional 550,000 shares over the next year as, in
the opinion of management, market conditions warrant, and if and when Leeds
Federal Savings Bank receives OTS approval of its application to pay sufficient
cash to the Company to fund the repurchase plan.
-11-
PART II. OTHER INFORMATION
- ---------------------------
Legal Proceedings
- -----------------
The Company is not involved in any litigation, or is it aware of any
pending litigation, other than legal proceedings incidental to the Company's
business. In the opinion of management, no material loss is expected from any
such pending claims or lawsuits.
Changes in Securities and Use of Proceeds
- -----------------------------------------
Notes to Financial Statements are incorporated by reference concerning
discussion of waiver of dividends by Leeds Federal Bankshares, M.H.C.
Exhibits and Report on Form 8-K
- -------------------------------
(a) The following exhibits are filed as part of this report: Exhibit 27,
EDGAR Financial Data Schedule
(b) No Form 8-K reports were filed during the quarter.
-12-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
LEEDS FEDERAL BANKSHARES, INC.
Date: , 1999 By: /s/ Gordon E. Clark
--------------------- -------------------------------------
Gordon E. Clark
President and Chief Executive Officer
Date: , 1999 By: /s/ Kathleen Trumpler
--------------------- -------------------------------------
Kathleen Trumpler
Treasurer and Chief Financial Officer
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