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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
(First Amendment)
For the fiscal year ended DECEMBER 31, 2002 Commission file number 2-99779
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NATIONAL CONSUMER COOPERATIVE BANK
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(Exact name of registrant as specified in its charter)
United States of America
(12 U.S.C. Section 3001 et. seq.) 52-1157795
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1725 Eye Street N.W., Suite 600, Washington, D.C. 20006
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (202) 336-7700
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 of 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. [X]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes No X .
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(Cover Continued on Next Page)
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(Cover Continued)
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the place at which the
common equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently completed
second fiscal quarter: the registrant's voting and non-voting common equity is
not traded on any market.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
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<Caption>
Outstanding at December 31, 2002
Class C
(Common stock, $100.00 par value) 223,062
Class B
(Common stock, $100.00 par value) 1,179,694
Class D
(Common stock, $100.00 par value) 3
Documents incorporated by reference: None
</Table>
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EXPLANATORY NOTE
This first amendment to the registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002 is being filed for the purpose of (1)
restating the certifications pursuant SEC rules as part of the body of the
report, after the signature page, rather than as exhibits, and (2) filing
exhibits that were inadvertently omitted from the initial filing on March 31,
2003.
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SIGNATURES
Pursuant to the requirements of Section 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf of the undersigned, thereunto duly authorized.
NATIONAL CONSUMER COOPERATIVE BANK
DATE: APRIL 2, 2003 BY /s/ CHARLES E. SNYDER
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Charles E. Snyder
President and Chief Executive Officer
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 and on the dates noted:
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<Caption>
SIGNATURE TITLE DATE
*/s/ KIRBY J. ERICKSON Chairman of the Board and 4/02/03
- ----------------------------------- Director
Kirby J. Erickson
/s/ RICHARD L. REED Managing Director, 4/02/03
- ------------------------------------ (Principal Financial Officer)
Richard L. Reed
/s/ E. MICHAEL RAMBERG Vice President, Principal 4/02/03
- ------------------------------------ Accounting Officer
E. Michael Ramberg
*/s/ HARRY J. BOWIE Director 4/02/03
- -----------------------------------
Harry J. Bowie
*/s/ MICHAEL J. MERCER Director 4/02/03
- -----------------------------------
Michael J Mercer
*/s/ RAFAEL E. CUELLAR Director 4/02/03
- -----------------------------------
Rafael E. Cuellar
*/s/ MICHAEL D. SCOTT Director 4/02/03
- -----------------------------------
Michael D. Scott
*/s/ WALDEN SWANSON Director 4/02/03
- -----------------------------------
Walden Swanson
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<Table>
<Caption>
SIGNATURE TITLE DATE
*/s/ WILLIAM F. CASEY, JR. Director 4/02/03
- -----------------------------------
William F. Casey, Jr.
*/s/ H. JEFFREY LEONARD Director 4/02/03
- -----------------------------------
H. Jeffrey Leonard
*/s/ DEAN JANEWAY Director 4/02/03
- -----------------------------------
Dean Janeway
*/s/ JACKIE JENKINS-SCOTT Director 4/02/03
- -----------------------------------
Jackie Jenkins-Scott
*/s/ STEPHANIE MCHENRY Director 4/02/03
- -----------------------------------
Stephanie McHenry
*/s/ STUART M. SAFT Director 4/02/03
- -----------------------------------
Stuart M. Saft
*/s/ PETER C. YOUNG Director 4/02/03
- -----------------------------------
Peter C. Young
*/s/ THOMAS K. ZAUCHA Director 4/02/03
- ------------------------------------
Thomas K. Zaucha
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* By /s/ RICHARD L. REED
-------------------------------
Richard L. Reed
(Attorney-in-Fact)
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CERTIFICATIONS
I, Charles E. Snyder, Chief Executive Officer of National Consumer
Cooperative Bank, certify that:
1. I have reviewed this annual report on Form 10-K of National Consumer
Cooperative Bank;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 31, 2003
/s/ Charles E. Snyder
Charles E. Snyder
Chief Executive Officer
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I, Richard L. Reed, Chief Financial Officer of National Consumer
Cooperative Bank, certify that:
1. I have reviewed this annual report on Form 10-K of National Consumer
Cooperative Bank;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 31, 2003
/s/ Richard L. Reed
Richard L. Reed
Chief Financial Officer
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INDEX TO EXHIBITS
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<Caption>
EXHIBIT NO. DESCRIPTION
- ------------------------------------------------------------------------------
23.1 Consent of KPMG LLP
23.2 Explanation Concerning the Absence of Current Written Consent of
Arthur Andersen LLP
24.14 Power of Attorney by Walden Swanson
24.15 Power of Attorney by Michael D. Scott
24.16 Power of Attorney by Rafael E. Cuellar
24.17 Power of Attorney by William F. Casey, Jr.
24.18 Power of Attorney by H. Jeffery Leonard
99.1 Certification
99.2 Certification
99.3 Registrant's 2003 Election Materials
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