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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999, 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 No. 0-12870
FIRST CHESTER COUNTY CORPORATION (formerly known as FIRST WEST CHESTER
CORPORATION) (Exact name of Registrant as specified in its charter)
Pennsylvania 23-2288763
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
9 North High Street, West Chester, Pennsylvania 19380
(Address of principal executive offices)
Registrant's telephone number, including area code (610) 692-3000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1.00 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 the 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 ]
The aggregate market value of the Common Stock of the Registrant held by
non-affiliates as of March 1, 2000, was approximately $66,575,000.
The number of shares outstanding of Common Stock of the Registrant as of March
1, 2000, was 4,279,653.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's Annual Report to Shareholders for the year ended December 31,
1999, is incorporated by reference into Parts I and II hereof. The Registrant's
definitive Proxy Statement for its 1999 Annual Meeting of Shareholders is
incorporated by reference into Part III hereof.
FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
PART I: Item 1 - Business 3
Item 2 - Properties 15
Item 3 - Legal Proceedings 16
Item 4 - Submission of Matters to a Vote of Security Holders 16
PART II: Item 5 - Market for the Corporation's Common Equity and Related
Stockholder Matters 16
Item 6 - Selected Financial Data 17
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operation 17
Item 7A - Quantitative and Qualitative Disclosures About Market Risk
Item 8 - Financial Statements and Supplementary Data 17
Item 9 - Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure 17
PART III: Item 10 - Directors and Executive Officers of the Corporation 17
Item 11 - Executive Compensation 18
Item 12 - Security Ownership of Certain Beneficial Owners
and Management 18
Item 13 - Certain Relationships and Related Transactions 18
PART IV: Item 14 - Exhibits, Financial Statement Schedules and Reports on
Form 8-K 18
SIGNATURES 21
PART I
Item 1. Business.
- ------ --------
GENERAL
First Chester County Corporation, formerly known as FIRST WEST CHESTER
CORPORATION (the "Corporation") is a Pennsylvania business corporation and a
bank holding company registered under the Federal Bank Holding Company Act of
1956, as amended (the "BHC Act"). As a bank holding company, the Corporation's
operations are confined to the ownership and operation of banks and activities
deemed by the Board of Governors of the Federal Reserve System (the "Federal
Reserve Board") to be so closely related to banking to be a proper incident
thereto. The Corporation was incorporated on March 9, 1984, for the purpose of
becoming a registered bank holding company pursuant to the BHC Act and acquiring
The First National Bank of Chester County, formerly known as The First National
Bank of West Chester (the "Bank"), thereby enabling the Bank to operate within a
bank holding company structure. On September 13, 1984, the Corporation acquired
all of the issued and outstanding shares of common stock of the Bank. The
principal activities of the Corporation are the owning and supervising of the
Bank, which engages in a general banking business in Chester County,
Pennsylvania. The Corporation directs the policies and coordinates the financial
resources of the Bank. In addition, the Corporation is the sole shareholder of
Turks Head Properties, Inc., formerly known as 323 East Gay Street Corp., a
Pennsylvania corporation ("EGSC"), which was formed in 1996 for the purpose of
holding the Bank's interest in and operating foreclosed real property until
liquidation of such property.
BUSINESS OF THE BANK
The Bank is engaged in the business of commercial and retail banking
and was organized under the banking laws of the United States in December 1863.
The Bank currently conducts its business through twelve banking offices located
in Chester and Delaware County, Pennsylvania, including its main office. In
addition, the Bank operates seven limited service ATM facilities. The Bank is a
member of the Federal Reserve System. At December 31, 1999, the Bank had total
assets of approximately $512 million, total loans of approximately $354 million,
total deposits of approximately $448 million and employed 240 persons, of which
170 were full-time and 70 were part-time.
The Bank is a full service commercial bank offering a broad range of
retail banking, commercial banking, trust and financial management services to
individuals and businesses. Retail services include checking accounts, savings
programs, money-market accounts, certificates of deposit, safe deposit
facilities, consumer loan programs, residential mortgages, overdraft checking,
automated tellers and extended banking hours. Commercial services include
revolving lines of credit, commercial mortgages, equipment leasing and letter of
credit services.
These retail and commercial banking activities are provided primarily
to consumers and small to mid-sized companies within the Bank's market area.
Lending services are focused on commercial, consumer and real estate lending to
local borrowers. The Bank attempts to establish a total borrowing relationship
with its customers which may typically include a commercial real estate loan, a
business line of credit for working capital needs, a mortgage loan for a
borrower's residence, a consumer loan or a revolving personal credit line.
The Bank's Financial Management Services Department (formerly, the
Trust Department) provides a broad range of personal trust services. It
administers and provides investment management services for estates, trusts,
agency accounts and employee benefit plans. At December 31, 1999, the Bank's
Financial Management Services Department administered or provided investment
management services, which possessed assets with an aggregate market value of
approximately $430 million. For the year ended December 31, 1999, gross income
from the Bank's Financial Management Services Department and related activities
amounted to approximately $2.5 million.
COMPETITION
The Bank's service area consists primarily of greater Chester County,
including West Chester and Kennett Square, as well as the fringe of Delaware
County, Pennsylvania. The core of the Bank's service area is located within a
fifteen-mile radius of the Bank's main office in West Chester, Pennsylvania. The
Bank encounters vigorous competition for market share in the communities it
serves from community banks, thrift institutions and other non-bank financial
organizations. The Bank also competes with banking and financial institutions,
some from out-of-state that have opened branches in our market, which are
substantially larger and have greater financial resources than the Bank. There
are branches of many commercial banks, savings banks and credit unions,
including the Bank, in the general market area serviced by the Bank. The largest
of these institutions had assets of over $100 billion and the smallest had
assets of less than $30 million. The Bank had total assets of approximately $512
million as of December 31, 1999.
The Bank competes for deposits with various other commercial banks,
savings banks, credit unions, brokerage firms and stock, bond and money market
funds. The Bank also faces competition from major retail-oriented firms that
offer financial services similar to services traditionally available only
through commercial banks without being subject to the same degree of regulation.
Mortgage banking firms, finance companies, insurance companies and leasing
companies also compete with the Bank for traditional lending services.
Management believes that the Bank is able to effectively compete with
its competitors because of its ability to provide responsive personalized
services and competitive rates. This ability is a direct result of management's
knowledge of the Bank's market area and customer base. Management believes the
needs of the small to mid-sized commercial business and retail customers are not
adequately met by larger financial institutions, therefore creating a marketing
opportunity for the Bank.
BUSINESS OF TURKS HEAD PROPERTIES INC.
Turks Head Properties, Inc. was formed in 1996 to hold the Bank's
partnership interest in WCP Partnership. WCP Partnership was formed to
facilitate the acquisition, necessary repairs, required environmental
remediation and other actions necessary to sell real property located in West
Chester, Pennsylvania (the "West Chester Property") which secured a defaulted
loan held by the Bank. Turks Head Properties purchased a 62% interest in the
mortgage on the West Chester Property in 1996 from the Bank at book value and
the Bank immediately contributed the interest in the mortgage to WCP Partnership
as capital. Another financial institution contributed the remaining 38% interest
in the mortgage to WCP Partnership. WCP Partnership foreclosed on the West
Chester Property in 1996. During 1997, the property was liquidated. The proceeds
from the liquidation were in excess of the transferred loan amount resulting in
a gain which was included in noninterest income. As of December 31, 1998, the
WCP Partnership was dissolved. Turks Head Properties, Inc. may be used in the
future to hold and administer the Bank's interests in foreclosed real
properties.
SUPERVISION AND REGULATION
General
The Corporation is a bank holding company subject to supervision and
regulation by the Federal Reserve Board. In addition, the Bank is subject to
supervision, regulation and examination by the Office of the Comptroller of the
Currency (the "OCC") and secondary regulation by the Federal Deposit Insurance
Corporation (the "FDIC"). Federal and state laws impose a number of requirements
and restrictions on the operations of the Bank, including requirements to
maintain reserves against deposits, restrictions on the types and amounts of
loans that may be made and the types of services which may be offered, and
restrictions on the ability to acquire deposits under certain circumstances. The
Bank must also comply with various consumer laws and regulations, and approval
of the OCC is required before establishing new branches and for bank mergers if
the continuing bank would be a national bank. Certain aspects of the Bank's
operation are also subject to state laws. The following sections discuss more
fully some of the principal elements of the regulatory framework applicable to
the Corporation and the Bank. This discussion is not intended to be an
exhaustive description of the statutes and regulations applicable to the
Corporation and the Bank and is subject to and qualified by reference to the
statutory and regulatory provisions. A change in these statutes, regulations or
regulatory policies, or the adoption of new statutes, regulations or regulatory
policies, may have a material effect on our business.
Bank Holding Company Act
The Corporation is required to file with the Federal Reserve Board an
annual report and such additional information as the Federal Reserve Board may
require pursuant to the BHC Act. Annual and other periodic reports also are
required to be filed with the Federal Reserve Board. The Federal Reserve Board
also makes examinations of bank holding companies and their subsidiaries. The
BHC Act requires each bank holding company to obtain the prior approval of the
Federal Reserve Board before it may acquire substantially all of the assets of
any bank, or if it would acquire or control more than 5% of the voting shares of
such a bank. The Federal Reserve Board considers numerous factors, including its
capital adequacy guidelines, before approving such acquisitions. For a
description of certain applicable guidelines, see this Item "Capital," Part II,
Item 7, "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Capital Adequacy," and Part II, Item 8, "Note I -- Capital
Requirements" in the consolidated financial statements.
The Community Reinvestment Act
The Community Reinvestment Act of 1977, as amended (the "CRA"), and the
regulations promulgated to implement the CRA are designed to create a system for
bank regulatory agencies to evaluate a depository institution's record in
meeting the credit needs of its community. The CRA regulations were completely
revised in 1995 to establish performance-based standards for use in examining a
depository institution's compliance with the CRA (the "revised CRA
regulations"). The revised CRA regulations establish new tests for evaluating
both small and large depository institutions' investment in the community. For
the purposes of the revised CRA regulations, the Bank is deemed to be a large
retail institution, based upon financial information as of December 31, 1999.
The Bank has opted to be examined under a three-part test evaluating the Bank's
lending service and investment performance. The Bank received a "satisfactory"
rating in 1999.
Dividend Restrictions
The Corporation is a legal entity separate and distinct from the Bank.
Virtually all of the revenue of the Corporation available for payment of
dividends on its common stock, with a par value of $1.00 (the "Common Stock")
will result from amounts paid to the Corporation from dividends received from
the Bank. All such dividends are subject to limitations imposed by federal and
state laws and by regulations and policies adopted by federal and state
regulatory agencies.
The Bank as a national bank is required by federal law to obtain the
approval of the OCC for the payment of dividends if the total of all dividends
declared by the Board of Directors of the Bank in any calendar year will exceed
the total of Bank's net income for that year and the retained net income for the
preceding two years, less any required transfers to surplus or a fund for the
retirement of any preferred stock. Under this formula, in 1999, the Bank,
without affirmative governmental approvals, could declare aggregate dividends in
1999 of approximately $5.1 million, plus an amount approximately equal to the
net income, if any, earned by the Bank for the period from January 1, 1999,
through the date of declaration of such dividend less dividends previously paid
in 1999, subject to the further limitations that a national bank can pay
dividends only to the extent that retained net profits (including the portion
transferred to surplus) exceed bad debts and provided that the Bank would not
become "undercapitalized" (as these terms are defined under federal law).
If, in the opinion of the applicable regulatory authority, a bank or
bank holding company under its jurisdiction is engaged in or is about to engage
in an unsafe or unsound practice (which, depending on the financial condition of
the bank or bank holding company, could include the payment of dividends), such
regulatory authority may require such bank or bank holding company to cease and
desist from such practice, or to limit dividends in the future. Finally, the
several regulatory authorities described herein, may from time to time,
establish guidelines, issue policy statements and adopt regulations with respect
to the maintenance of appropriate levels of capital by a bank or bank holding
company under their jurisdiction. Compliance with the standards set forth in
such policy statements, guidelines and regulations could limit the amount of
dividends which the Corporation and the Bank may pay.
Capital
The Corporation and the Bank are both subject to minimum capital
requirements and guidelines. The Federal Reserve Board measures capital adequacy
for bank holding companies on the basis of a risk-based capital framework and a
leverage ratio. The Federal Reserve Board has established minimum leverage ratio
guidelines for bank holding companies. These guidelines currently provide for a
minimum leverage ratio of Tier I capital to adjusted total assets of 3% for bank
holding companies that meet certain criteria, including that they maintain the
highest regulatory rating. All other bank holding companies are required to
maintain a leverage ratio of 3% plus an additional cushion of at least 100 to
200 basis points. The Federal Reserve Board has not advised the Corporation of
any specific minimum leverage ratio under these guidelines which would be
applicable to the Corporation. Failure to satisfy regulators that a bank holding
company will comply fully with capital adequacy guidelines upon consummation of
an acquisition may impede the ability of a bank holding company to consummate
such acquisition, particularly if the acquisition involves payment of
consideration other than common stock. In many cases, the regulatory agencies
will not approve acquisitions by bank holding companies and banks unless their
capital ratios are well above regulatory minimums.
The Bank is subject to capital requirements which generally are similar
to those affecting the Corporation. The minimum ratio of total risk-based
capital to risk-adjusted assets (including certain off-balance sheet items, such
as standby letters of credit) is 8%. Capital may consist of equity and
qualifying perpetual preferred stock, less goodwill ("Tier I capital"), and
certain convertible debt securities, qualifying subordinated debt, other
preferred stock and a portion of the reserve for possible credit losses ("Tier
II capital").
A depository institution's capital classification depends upon its
capital levels in relation to various relevant capital measures, which include a
risk-based capital measure and a leverage ratio capital measure. A depository
institution is considered well capitalized if it significantly exceeds the
minimum level required by regulation for each relevant capital measure,
adequately capitalized if it meets each such measure, undercapitalized if it
fails to meet any such measure, significantly undercapitalized if it is
significantly below any such measure and critically undercapitalized if it fails
to meet any critical capital level set forth in the regulations. An institution
may be placed in a lower capitalization category if it receives an
unsatisfactory examination rating, is deemed to be in an unsafe or unsound
condition, or engages in unsafe or unsound practices. Under applicable
regulations, for an institution to be well capitalized it must have a total
risk-based capital ratio of at least 10%, a Tier I risk-based capital ratio of
at least 6% and a Tier I leverage ratio of at least 5% and not be subject to any
specific capital order or directive. As of December 31, 1999, 1998 and 1997, the
Corporation and the Bank had capital in excess of all regulatory minimums and
the Bank was "well capitalized."
Deposit Insurance Assessments
The Bank is subject to deposit insurance assessments by the FDIC's Bank
Insurance Fund ("BIF"). The FDIC has developed a risk-based assessment system,
under which the assessment rate for an insured depository institution varies
according to its level of risk. An institution's risk category is based upon
whether the institution is well capitalized, adequately capitalized or
undercapitalized and the institution's "supervisory subgroups": Subgroup A, B or
C. Subgroup A institutions are financially sound institutions with a few minor
weaknesses; Subgroup B institutions are institutions that demonstrate weaknesses
which, if not corrected, could result in significant deterioration; and Subgroup
C institutions are institutions for which there is a substantial probability
that the FDIC will suffer a loss in connection with the institution unless
effective action is taken to correct the areas of weakness. Based on its capital
and supervisory subgroups, each BIF member institution is assigned an annual
FDIC assessment rate per $100 of insured deposits varying between 0.00% per
annum (for well capitalized Subgroup A institutions) and 0.27% per annum (for
undercapitalized Subgroup C institutions). As of January 1, 1999, well
capitalized Subgroup A institutions will pay between 0.00% and 0.10% per annum.
In accordance with the Deposit Insurance Act of 1997 an additional
assessment by the Financing Corporation ("FICO") became applicable to all
insured institutions as of January 1, 1998. This assessment is not tied to the
FDIC risk classification. The BIF FICO assessment was 1.296 basis points per
$100 in deposits for 1999. For 1999, the Bank's assessment for BIF FICO is $48
thousand.
Financial Services Modernization Act of 1999
On November 12, 1999, the President signed into law the
Gramm-Leach-Bliley Act (the "Act") which will, in general, take effect on March
11, 2000. Among the Act's various provisions are some far-reaching changes
governing the operations of companies doing business in the financial services
industry. The Act eliminates the restrictions previously placed on the
activities of banks and bank holding companies, and through the creation of two
new designations, financial holding companies and financial subsidiaries, bank
holding companies and national banks permits participation in a wider array of
financial services and products (referred to as "financial activities" in the
Act), including services and products that had been reserved only for insurance
companies and securities firms. In addition, a bank holding company can now
affiliate with an insurance company and a securities firm.
A "financial activity" is an activity that does not pose a safety and
soundness risk and is financial in nature, incidental to an activity that is
financial in nature, or complementary to a financial activity. Some examples of
"financial activities" which are permitted under the Act are:
o Lending, investing or safeguarding money or securities;
o Underwriting insurance or annuities, or acting as an insurance
or annuity principal, agent or broker;
o Providing financial or investment advice;
o Underwriting, dealing in or making markets in securities; and
o Insurance company portfolio investments.
The Corporation meets the qualifications set forth under the Act to
elect to become a financial holding company, and the Bank, as a national bank,
is authorized by the Act to use "financial subsidiaries" to engage in financial
activities, subject to the limitations imposed by the Act. As of the date of
this report, we have not considered whether to elect to become a financial
holding company, or to engage in any financial activities, or to establish any
financial subsidiaries for the Bank.
Other Matters
Federal and state law also contains a variety of other provisions that
affect the operations of the Corporation and the Bank including certain
reporting requirements, regulatory standards and guidelines for real estate
lending, "truth in savings" provisions, the requirement that a depository
institution give 90 days prior notice to customers and regulatory authorities
before closing any branch, certain restrictions on investments and activities of
nationally-chartered insured banks and their subsidiaries, limitations on credit
exposure between banks, restrictions on loans to a bank's insiders, guidelines
governing regulatory examinations, and a prohibition on the acceptance or
renewal of brokered deposits by depository institutions that are not well
capitalized or are adequately capitalized and have not received a waiver from
the FDIC.
EFFECT OF GOVERNMENTAL POLICIES
The earnings of the Bank and, therefore, of the Corporation are
affected not only by domestic and foreign economic conditions, but also by the
monetary and fiscal policies of the United States and its agencies (particularly
the Federal Reserve Board), foreign governments and other official agencies. The
Federal Reserve Board can and does implement national monetary policy, such as
the curbing of inflation and combating of recession, by its open market
operations in United States government securities, control of the discount rate
applicable to borrowings from the Federal Reserve and the establishment of
reserve requirements against deposits and certain liabilities of depository
institutions. The actions of the Federal Reserve Board influence the level of
loans, investments and deposits and also affect interest rates charged on loans
or paid on deposits. The nature and impact of future changes in monetary and
fiscal policies are not predictable.
From time to time, various proposals are made in the United States
Congress and the Pennsylvania legislature and before various regulatory
authorities which would alter the powers of different types of banking
organizations, remove restrictions on such organizations and change the existing
regulatory framework for banks, bank holding companies and other financial
institutions. It is impossible to predict whether any of such proposals will be
adopted and the impact, if any, of such adoption on the business of the
Corporation.
ACCOUNTING PRONOUNCEMENT
Impairment of Long-Lived Assets
The Corporation adopted the Financial Accounting Standards Board
Statement ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of" on January 1, 1996. See Note A-5 in
Notes to Consolidated Financial Statements included in the Corporation's 1999
Annual Report to Shareholders, incorporated herein by reference.
Disclosures about Derivative Instruments and Hedging Activities
In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities was issued. Subsequent to this statement, SFAS No. 137 was
issued, which amended the effective date of SFAS No. 133 to be all fiscal
quarters of all fiscal years beginning after June 15, 2000. Based on the
Corporation's minimal use of derivatives at the current time, management does
not anticipate the adoption of SFAS No. 133 will have a significant impact on
earnings or financial position of the Corporation. However, the impact from
adopting SFAS No. 133 will depend on the nature and purpose of the derivative
instruments in use by the Corporation at that time
STATISTICAL DISCLOSURES
The following tables set forth certain statistical disclosures
concerning the Corporation and the Bank. These tables should be read in
conjunction with Management's Discussion and Analysis of Financial Condition and
Results of Operations contained in the Corporation's 1999 Annual Report to
Shareholders, incorporated herein by reference.
FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES
RATE VOLUME ANALYSIS (1)
Increase(decrease) in net interest income due to:
-------------------------------------------------
Volume (2) Rate (2) Total Volume (2) Rate (2) Total
---------- -------- ----- ---------- -------- -----
(Dollars in thousands) 1999 Compared to 1998 1998 Compared to 1997
INTEREST INCOME
Federal funds sold $ (306) $ (16) $ (322) $ 138 $ (10) $ 128
Interest bearing deposits in banks - - - (12) - (12)
------ ------ ------ ------ ------ -----
Investment securities
Taxable 1,902 262 2,164 244 (410) (166)
Tax-exempt(3) 47 (6) 41 (42) 4 (38)
------ ------ ------ ------ ------ -----
Total investment securities 1,949 256 2,205 202 (406) (204)
Loans
Taxable 1,076 (1,588) (512) 2,035 (198) 1,837
Tax-exempt(3) (53) (24) (77) (205) 32 (174)
------ ------ ------ ------ ------ -----
Total loans(4) 1,023 (1,612) (589) 1,830 (167) 1,663
------ ------ ------ ------ ------ -----
Total interest income 2,666 (1,372) (1,294) 2,158 (582) 1,575
------ ------ ------ ------ ------ -----
INTEREST EXPENSE
Savings, NOW and money market
deposits 647 (339) 308 323 (46) 277
Certificates of deposits and other time 536 (648) (112) 714 18 732
------ ------ ------ ------ ------ -----
Total interest bearing deposits 1,183 (987) 196 1,037 (28) 1,009
Securities sold under repurchase
agreements (10) 4 (6) (181) 16 (165)
Other borrowings 259 (41) 218 (76) 15 (61)
------ ------ ------ ------ ------ -----
Total Interest expense 1,432 (1,023) 409 780 3 783
------ ------ ------ ------ ------ -----
Net Interest income $ 1,234 $ (349) $ 885 $ 1,378 $ (585) $ 792
====== ====== ====== ====== ====== =====
NOTES:
- -----
(1) The related average balance sheets can be found on page 25 of the Corporation's 1999 Annual Report to Shareholders.
(2) The changes in interest due to both rate and volume has been allocated to volume and rate changes in proportion to
the relationship of the absolute dollar amounts of the change in each.
(3) The indicated changes are presented on a tax equivalent basis.
(4) Non-accruing loans have been used in the daily average balances to
determine changes in interest due to volume. Loan fees included in the
interest income computation are not material.
FIRST CHESTER COUNTY CORPORATION
LOAN PORTFOLIO BY TYPE AT DECEMBER
(Dollars in thousands) 1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Amount % Amount % Amount % Amount % Amount %
------ - ------ - ------ - ------ - ------ -
Commercial loans $ 95,820 27% $ 85,110 27% $ 93,914 30% $ 87,932 34% $ 86,686 36%
Real estate - construction 15,266 4% 13,439 4% 17,256 5% 11,447 4% 9,372 4%
Real estate - other 152,174 43% 133,191 42% 117,953 37% 109,179 41% 100,814 41%
Consumer loans (1) 55,520 16% 62,481 19% 66,753 21% 39,803 15% 33,836 14%
Lease financing receivables 35,558 10% 26,174 8% 23,023 7% 16,221 6% 11,879 5%
------- ------- ------- ------- -------
Total gross loans $354,338 100% $320,395 100% $318,899 100% $264,582 100% $242,587 100%
Allowance for possible loan
losses(2) $ (6,261) $ (5,877) $ (5,900) $ (5,218) $ (4,506)
------- ------- ------- ------- -------
Total net loans(2) $348,077 $314,518 $312,999 $259,364 $238,081
======= ======= ======= ======= =======
NOTES:
(1) Consumer loans include open-end home equity lines of credit and credit
card receivables.
(2) The Corporation does not breakdown the allowance for possible loan
losses by area, industry or type of loan because the evaluation process
used to determine the adequacy of the reserve is based on the portfolio
as a whole. Management believes such an allocation would not be
meaningful. See pages 29-30 of the Corporation's 1999 Annual Report to
Shareholders for additional information.
(3) At December 31, 1999 there were no concentrations of loans exceeding
10% of total loans which is not otherwise disclosed as a category
of loans in the above table.
FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES
MATURITIES AND RATE SENSITIVITY OF LOANS DUE TO CHANGES IN
INTEREST RATES AT DECEMBER 31, 1999 (1) (2)
Maturing
Maturing After 1 Year Maturing
Within And Within After
(Dollars in thousands) 1 Year (3) 5 Years 5 Years Total
-------- ------------ -------- -----
Commercial loans $73,137 $6,263 $16,420 $ 95,820
Real Estate - construction 19,353 -- -- 19,353
------ ----- ------ -------
Total $92,490 $6,263 $16,420 $115,173
Loans maturing after 1 year with:
- ---------------------------------
Fixed interest rates $6,263 $16,420
Variable interest rates -- --
----- ------
Total $6,263 $16,420
===== ======
NOTES:
- -----
(1) Determination of maturities included in the loan maturity table are
based upon contract terms. In situations where a "rollover" is
appropriate, the Corporation's policy in this regard is to evaluate the
credit for collectability consistent with the normal loan evaluation
process. This policy is used primarily in evaluating ongoing customer's
use of their lines of credit with the Bank that are at floating
interest rates.
(2) This data excludes real estate-other loans, consumer loans and lease
financing receivables.
(3) Demand loans and overdrafts are reported maturing "Within 1 Year".
Construction real estate loans are reported maturing "Within 1 Year"
because of their short term maturity or index to the Bank's prime rate.
An immaterial amount of loans has no stated schedule of repayments.
FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES
INVESTMENT SECURITIES YIELD BY MATURITY AT DECEMBER 31, 1999
Due over Due over
Due 1 year 5 years Due
Within Through Through Over
(Dollars in thousands) 1 year 5 years 10 years 10 years Total
------ -------- -------- -------- -----
Held-to-Maturity
U.S. Treasury -- -- -- -- --
U.S. Government agency -- -- -- -- --
Mortgage-backed securities (1) -- 195 -- 46 241
State and municipal (2) 476 480 1,100 -- 2,056
Corporate securities 2,104 -- -- -- 2,104
Asset-backed (1) -- -- -- -- --
----- ------ ------ ------ -------
2,580 675 1,100 46 4,401
----- ------ ------ ------ -------
Available-for-Sale
U.S. Treasury 996 3,024 -- -- 4,020
U.S. Government agency -- -- 1,991 -- 1,991
Mortgage-backed securities (1) -- 3,914 14,641 58,446 77,001
State and municipal (2) -- 755 523 -- 1,278
Corporate securities -- 2,492 12,327 1,503 16,322
Asset-backed (1) -- -- 618 6,378 6,996
Mutual Funds -- -- -- 1,091 1,091
Other equity securities (3) -- -- -- 4,323 4,323
----- ------ ------ ------ -------
996 10,185 30,100 71,741 113,022
----- ------ ------ ------ -------
Total Investment securities $3,576 $10,860 $31,200 $71,787 $117,423
===== ====== ====== ====== =======
Percent of portfolio 3.05% 9.25% 26.57% 61.14% 100.00%
==== ==== ===== ===== ======
Weighted average yield 6.27% 6.09% 6.09% 7.72% 7.09%
==== ==== ==== ==== ====
NOTES:
- -----
(1) Mortgage-backed and Asset-backed securities are included in the above table based on their contractual maturity.
(2) The yield on tax-exempt obligations has been computed on a tax equivalent basis using the Federal marginal rate of
34% adjusted for the 20% interest expense disallowance.
(3) Other equity securities having no stated maturity have been included in "Due over 10 years".
FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES
INVESTMENT SECURITIES AT DECEMBER 31,
1999 1998 1997
-------------------- ------------------ -------------------
(Dollars in thousands) Book Market Book Market Book Market
Value Value Value Value Value Value
----- ----- ----- ----- ----- -----
Held-to-Maturity
U.S. Treasury $ -- $ -- $ -- $ -- $ 1,493 $ 1,494
U.S. Government agency -- -- -- -- -- --
Mortgage-backed securities 241 236 859 860 1,519 1,520
State and municipal 2,057 2,200 2,907 3,069 3,955 4,081
Corporate securities 2,104 2,099 3,110 3,144 4,115 4,129
Asset-backed -- -- 530 533 1,000 1,013
Mutual funds -- -- -- -- -- --
Other equity securities -- -- -- -- -- --
------- ------- ------- ------- ------ ------
$ 4,402 $ 4,535 $ 7,406 $ 7,606 $12,082 $12,237
======= ======= ======= ======= ====== ======
Available-for-Sale
U.S. Treasury $ 3,969 $ 3,969 $ 5,019 $ 5,019 $ 6,528 $ 6,528
U.S. Government agency 1,827 1,827 -- -- 7,392 7,392
Mortgage-backed securities 74,090 74,090 77,516 77,516 47,688 47,688
State and municipal 1,230 1,230 497 497 -- --
Corporate securities 10,669 10,669 6,262 6,262 1,000 1,000
Corporate CMO's 4,726 4,726 -- -- -- --
Asset-backed 6,874 6,874 8,760 8,760 -- --
Mutual Funds 1,015 1,015 1,039 1,039 1,042 1,042
Other equity securities 4,238 4,238 3,287 3,287 1,866 1,866
------- ------- ------- ------- ------ ------
$108,638 $108,638 $102,380 $102,380 $65,516 $65,516
======= ======= ======= ======= ====== ======
MATURITIES OF CERTIFICATES OF DEPOSIT AND OTHER TIME DEPOSITS,
$100,000 OR MORE, AT DECEMBER 31, 1999
Due Within Over 3 Months Over 6 Months Due Over
(Dollars in thousands) 3 Months Through 6 Months Through 12 Months 12 Months Total
---------- ---------------- ----------------- --------- -----
Certificates of Deposit
$100,000 or more $ 11,340 $ 4,215 $ 4,125 $ 7,877 $27,556
FIRST CHESTER COUNTY CORPORATION AND SUBSIDIARIES
EFFECT OF NONACCRUING LOANS ON INTEREST FOR
YEARS ENDED DECEMBER 31,
(Dollars in thousands) 1999 1998 1997 1996 1995
- ---------------------- ---- ---- ---- ---- ----
Interest income which would
have been recorded (1) $ 89 $ 129 $ 64 $ 42 $ 103
Interest income that was
received from customer -- 25 37 1 172
---- ---- ----- ----- -----
Total contractual interest
for nonaccruing loans
not collected $ 89 $ 104 $ 27 $ 41 $ (69)
==== ==== ===== ===== =====
NOTES:
(1) Generally the Bank places a loan in nonaccrual status when principal or interest has been in default for a period of 90
days or more unless the loan is both well secured and in the process of collection.
Item 2. Properties.
- ------ ----------
The Bank owns eight properties which are not subject to any mortgages.
The Corporation owns one property which is not subject to any mortgage, and
which is located at 124 West Cypress Street, Kennett Square, Pennsylvania. In
addition, the Corporation leases the Westtown-Thornbury, Exton, Frazer, Kenndal,
Crosslands, Lima, Granite Farms, Offices. Management of the Corporation believes
the Corporation's and the Bank's facilities are suitable and adequate for their
respective present needs. Set forth below is a listing of each banking office
presently operated by the Bank, and other properties owned or leased by the Bank
and the Corporation which may serve as future sites for branch offices.
Current Date
Banking Acquired
Offices / Use Address or Opened
- ------------- ------- ---------
Main Office / Branch 9 North High Street December 1863
and Corporate West Chester, Pennsylvania
Headquarters
Walk-In Facility / Branch 17 East Market Street February 1978
West Chester, Pennsylvania
Westtown-Thornbury / Route 202 and Route 926 May 1994
Branch Westtown, Pennsylvania
Goshen / Branch 311 North Five Points Road September 1956
West Goshen, Pennsylvania
Kennett Square / Branch 126 West Cypress Street February 1987
Kennett Square, Pennsylvania
Exton / Branch Route 100 and Boot Road August 1995
West Chester, Pennsylvania
Frazer / Branch 309 Lancaster Avenue August 1999
Frazer, Pennsylvania
Former Commonwealth High & Market Streets July 1995
Building / Mortgage Center West Chester, Pennsylvania
Kendal at Longwood 1109 E. Baltimore Pike December 1999
Kennett Square, PA 19348
Crosslands 1660 E. Street Road December 1999
Kennett Square, PA 19348
Lima Estates 411 North Middletown Road December 1999
Media, PA 19063
Granite Farms Estates 1343 West Baltimore Pike December 1999
Wawa, PA 19063
Other Date Acquired
Properties / Use Address or Opened
- ---------------- ------- -------------
Operations 202 Carter Drive July 1988
Center / Operations West Chester, Pennsylvania
Matlack Street / 887 South Matlack Street September 1999
Operations West Chester, Pennsylvania
Paoli Pike / Parking 1104 Paoli Pike July 1963
West Chester, Pennsylvania
Kennett Square / Parking 124 West Cypress Street July 1986
Kennett Square, Pennsylvania
Westtown / Operations 1039 Wilmington Pike February 1965
Westtown, Pennsylvania
Item 3. Legal Proceedings.
- ------ -----------------
There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business, to which the Corporation, the
Bank or Turks Head Properties, Inc., is a party or of which any of their
respective property is the subject.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------ ---------------------------------------------------
None.
PART II
-------
Item 5. Market for the Corporation's Common Equity and Related Stockholder
- ------ Matters.
------------------------------------------------------------------
The Corporation's Common Stock is publicly traded over the counter.
Trading is sporadic. Information regarding high and low bid quotations is
incorporated herein by reference from the Corporation's 1999 Annual Report to
Shareholders, attached as an exhibit hereto. As of March 1, 1998, there were
approximately 882 shareholders of record of the Corporation's Common Stock.
The Corporation declared cash dividends per share on its Common
Stock during each quarter of the fiscal years ended December 31, 1999 and 1998,
as set forth in the following table (which have been adjusted for the stock
split which occurred on November 24, 1998):
Dividends
---------
Amount Per Share
------------------
1999 1998
---- ----
First Quarter............................................. $ 0.120 $ 0.110
Second Quarter............................................ 0.120 0.110
Third Quarter............................................. 0.125 0.110
Fourth Quarter............................................ 0.125 0.140
------ ------
Total................................................... $ 0.490 $ 0.470
====== ======
The holders of the Corporation's Common Stock are entitled to receive
such dividends as may be legally declared by the Corporation's Board of
Directors. The amount, time, and payment of future dividends, however, will
depend on the earnings and financial condition of the Corporation, government
policies, and other factors.
Item 6. Selected Financial Data.
- ------ -----------------------
Selected financial data concerning the Corporation and the Bank is
incorporated herein by reference from the Corporation's 1999 Annual
Report to Shareholders, attached as an exhibit hereto.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
- ------ of Operations.
------------------------------------------------------------------------
Management's Discussion and Analysis of Financial Condition and
Results of Operations is incorporated herein by reference from the
Corporation's 1999 Annual Report to Shareholders, attached as an
exhibit hereto.
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
- ------- ----------------------------------------------------------
Quantitative and Qualitative Disclosures About Market Risk are
incorporated herein by reference from the Corporation's 1999 Annual
Report to Shareholders, attached as an exhibit hereto.
Item 8. Financial Statements and Supplementary Data.
- ------ -------------------------------------------
Consolidated financial statements of the Corporation and the Report
of Independent Certified Public Accountants thereon are incorporated
herein by reference from the Corporation's 1999 Annual Report to
Shareholders, attached as an exhibit hereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------ Financial Disclosure.
----------------------------------------------------------------
None.
PART III
--------
Item 10. Directors and Executive Officers of the Corporation.
- ------- ---------------------------------------------------
The information called for by this item is incorporated herein by
reference to the Corporation's Proxy Statement dated February 15, 2000, for its
2000 Annual Meeting of Shareholders.
Item 11. Executive Compensation.
- ------- ----------------------
The information called for by this item is incorporated herein by
reference to the Corporation's Proxy Statement dated February 15, 2000, for its
2000 Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
- ------- --------------------------------------------------------------
The information called for by this item is incorporated herein by
reference to the Corporation's Proxy Statement dated February 15, 2000, for its
2000 Annual Meeting of Shareholders.
Item 13. Certain Relationships and Related Transactions.
- ------- ----------------------------------------------
The information called for by this item is incorporated herein by
reference to the Corporation's Proxy Statement dated February 15, 2000, for its
2000 Annual Meeting of Shareholders.
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
- ------- ----------------------------------------------------------------
1. Index to Consolidated Financial Statements
------------------------------------------
Page of Annual
Report to Shareholders
----------------------
Consolidated Balance Sheets Page 36
at December 31, 1999 and
1998
Consolidated Statements of Page 37
Income for the years ended
December 31, 1999, 1998
and 1997
Consolidated Statement of Changes Page 38
in Stockholders' Equity and
Comprehensive Income for the years
Ended December 31, 1999, 1998 and 1997
Consolidated Statements of Page 39
Cash Flows for the years ended
December 31, 1999, 1998 and 1997
Notes to Consolidated Pages 40 to 59
Financial Statements
Report of Independent Certified Page 61
Public Accountants
The Consolidated Financial Statements listed in the above index,
together with the report thereon of Grant Thornton LLP dated January 27, 2000,
which are included in the Corporation's Annual Report to Shareholders for the
year ended December 31, 1999, are hereby incorporated herein by reference.
2. Financial Statement Schedules
-----------------------------
Financial Statement Schedules are not required under the related
instructions of the Securities and Exchange Commission, are inapplicable or are
included in the Consolidated Financial Statements or notes thereto.
3. Exhibits
--------
The following is a list of the exhibits filed with, or
incorporated by reference into, this Report (those exhibits marked with an
asterisk are filed herewith):
* 3(i). Articles of Incorporation. Copy of the Articles of Incorporation
-------------------------
of the Corporation, as amended.
3(ii). By-Laws of the Corporation. By-Laws of the Corporation, filed as
--------------------------
Exhibit 3 (ii) to the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1998 is incorporated by reference.
10. Material contracts.
------------------
(a) Copy of Employment Agreement among the Corporation, the
Bank and Charles E. Swope dated January 1, 1999, filed as Exhibit 10 (a) to
the Corporation's Annual Report on Form 10-K for the year ended December 31,
1997 is incorporated by reference.
(b) Copy of the Corporation's Dividend Reinvestment and
Stock Purchase Plan, filed as an exhibit to the Corporation's registration
statement on Form S-3 filed August 8, 1997 (File no. 333-33175) is incorporated
herein by reference.
(c) Copy of the Corporation's Amended and Restated Stock
Bonus Plan, filed as an exhibit to the Corporation's registration statement
on Form S-8 filed August 12, 1997 (File no. 333-33411) is incorporated
herein by reference.
(d) Copy of the Bank's Amended and Restated Supplemental
Benefit Retirement Plan, effective date January 1, 1995, is incorporated herein
by reference to Exhibit 10(g) to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1994.
(e) Copy of the Corporation's and the Bank's Directors
Deferred Compensation Plan, effective December 30, 1995, is incorporated herein
by reference to Exhibit 10(h) to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1995.
(f) Copy of the Corporation's Amended and Restated 1995
Stock Option Plan, filed as an appendix to the Corporation's Proxy statement
for the 2000 Annual Meeting of Shareholders as filed with the SEC via
EDGAR is incorporated herein by reference.
* (g) Copy of Employment Agreement between the Bank and James
Duncan Smith (EVP), dated December 1, 1999. Kevin C. Quinn, EVP, and Peter J. D'
Angelo, EVP, are also parties to employment agreements with the Bank
which are substantially identical to Mr. Smith's.
* 13. Annual Report to Security Holders, Form 10-Q or Quarterly
Report to Security Holders. The Corporation's Annual Report to Shareholders for
the year ended December 31, 1999. With the exception of pages 17-61 and the
items referred to in Items 1, 5, 6, 7, 7A, 8 and 16 hereof, the Corporation's
1999 Annual Report to Shareholders is not deemed to be filed as part of this
report.
* 21. Subsidiaries of the Corporation. First National Bank of
Chester County, formerly known as The First National Bank of West Chester, a
banking institution organized under the banking laws of the United States in
December 1863. Turks Head Properties, Inc., formerly known as 323 East Gay
Street Corporation, incorporated, in 1996 in the State of Pennsylvania.
* 23. Consents of experts and counsel. Consent of Grant Thornton
LLP, dated March 24, 2000.
* 27. Financial Data Schedules. A Financial Data Schedule is being
submitted with the Corporation's 1999 Annual Report on Form 10-K in the
electronic format prescribed by the EDGAR Filer Manual and sets forth the
financial information specified by Article 9 of Regulation S-X and Securities
Act Industry Guide 3 information and Exchange Act Industry Guide 3 listed in
Appendix C to Item 601 of Regulation S-K.
(b) Reports on Form 8-K. A Form 8-K was filed by the Corporation on October 15,
-------------------
1999 that reported the Corporation's third quarter earnings for September 20,
1999, filed with the SEC via EDGAR.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Corporation has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FIRST CHESTER COUNTY CORPORATION
(Formerly known as FIRST WEST CHESTER
CORPORATION)
/s/ Charles E. Swope
___________________________
By:
Charles E. Swope,
President
Date: March 29, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Corporation and in the capacities indicated on March 29, 2000.
Signature Title
--------- -----
/s/ Charles E. Swope President, Chief Executive
______________________________ Officer and Chairman of the
Board of Directors
Charles E. Swope
/s/ J. Duncan Smith Treasurer (Principal
______________________________ Accounting and Financial Officer)
J. Duncan Smith
(Signatures continued on following page)
(Signatures continued from previous page)
Signature Title
--------- -----
/s/ John J. Ciccarone Director
- --------------------------------
John J. Ciccarone
/s/ M. Robert Clarke Director
- ---------------------------------
M. Robert Clarke
/s/ Clifford E. DeBaptiste Director
- ---------------------------------
Clifford E. DeBaptiste
/s/ John A. Featherman, III Director
- ---------------------------------
John A. Featherman, III
/s/ John S. Halsted Director
- ---------------------------------
John S. Halsted
/s/ J. Carol Hanson Director
- ---------------------------------
J. Carol Hanson
/s/ David L. Peirce Director
- ---------------------------------
David L. Peirce
/s/ John B. Waldron Director
- ---------------------------------
John B. Waldron
Index to Exhibits
The following is a list of the exhibits filed with, or
incorporated by reference into, this Report (those exhibits marked with an
asterisk are filed herewith):
* 3(i). Articles of Incorporation. Copy of the Articles of
Incorporation of the Corporation, as amended.
-------------------------
3(ii). By-Laws of the Corporation. By-Laws of the Corporation, filed as
--------------------------
Exhibit 3 (ii) to the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1997 is incorporated by reference.
10. Material contracts.
------------------
(a) Copy of Employment Agreement among the Corporation, the
Bank and Charles E. Swope dated January 1, 1999, filed as Exhibit 10 (a) to the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1997 is
incorporated by reference.
(b) Copy of the Corporation's Dividend Reinvestment and Stock
Purchase Plan, filed as an exhibit to the Corporation's registration statement
on Form S-3 filed August 8, 1997 (File no. 333-33175) is incorporated herein by
reference.
(c) Copy of the Corporation's Amended and Restated Stock Bonus
Plan, filed as an exhibit to the Corporation's registration statement on Form
S-8 filed August 12, 1997 (File no. 333-33411) is incorporated herein by
reference.
(d) Copy of the Bank's Amended and Restated Supplemental
Benefit Retirement Plan, effective date January 1, 1995, is incorporated herein
by reference to Exhibit 10(g) to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1994.
(e) Copy of the Corporation's and the Bank's Directors
Deferred Compensation Plan, effective December 30, 1995, is incorporated herein
by reference to Exhibit 10(h) to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1995.
(f) Copy of the Corporation's Amended and Restated 1995 Stock
Option Plan, filed as an appendix to the Corporation's Proxy statement for the
2000 Annual Meeting of Shareholders as filed with the SEC via EDGAR is
incorporated herein by reference.
* (g) Copy of Employment Agreement between the Bank and James
Duncan Smith (EVP), dated December 1, 1999. Kevin C. Quinn, EVP, and Peter J.
D'Angelo, EVP, are also parties to employment agreements with the Bank which are
substantially identical to Mr. Smith's.
* 13. Annual Report to Security Holders, Form 10-Q or Quarterly
------------------------------------
Report to Security Holders. The Corporation's Annual Report to Shareholders for
the year ended December 31, 1999. With the exception of pages 17-61and the items
referred to in Items 1, 5, 6, 7, 7A and 8 hereof, the Corporation's 1999 Annual
Report to Shareholders is not deemed to be filed as part of this Report.
* 21. Subsidiaries of the Corporation. The First National Bank of
---------------------------------
Chester County, formerly known as The First National Bank of West Chester, a
banking institution organized under the banking laws of the United States in
December 1863. Turks Head Properties, Inc.formerly known as 323 East
Gay Street Corporation, incorporated in 1996 in the State of Pennsylvania.
* 23. Consents of experts and counsel. Consent of Grant Thornton
LLP, dated March 24, 2000.
* 27. Financial Data Schedules. A Financial Data Schedule is being
-------------------------
submitted with the Corporation's 1999 Annual Report on Form 10-K in the
electronic format prescribed by the EDGAR Filer Manual and sets forth the
financial information specified by Article 9 of Regulation S-X and Securities
Act Industry Guide 3 information and Exchange Act Industry Guide 3 listed in
Appendix C to Item 601 of Regulation S-K.
(b) Reports on Form 8-K. A Form 8-K was filed by the
----------------------
Corporation on October 15, 1999 that reported the Corporation's third quarter
earnings for September 20, 1999, filed with the SEC via EDGAR.