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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999 Commission File Number: 0-19212
JEFFERSONVILLE BANCORP
(Exact name of Registrant as specified in its charter)
New York 22-2385448
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 398, Jeffersonville, New York 12748
(Address of principal executive offices)
Registrant's telephone number, including area code: (914) 482-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
NONE NONE
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $0.50 Par Value
(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 report(s), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the registrant's common stock (based upon the
average bid and asked prices on March 13, 2000) held by non-affiliates was
approximately $35,082,567.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock:
Number of Shares Outstanding
Class of Common Stock as of March 13, 2000
$0.50 Par Value 1,525,329
------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report to shareholders for the fiscal
year ended December 31, 1999.
(2) Portions of the Registrant's Proxy Statement for its Annual Meeting of
Stockholders to be held on April 25, 2000.
1
JEFFERSONVILLE BANCORP
INDEX TO FORM 10-K
PART I
PAGE
Item 1. Business 3-9
Item 2. Properties 9
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 9
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters 10
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 10
Item 8. Financial Statements and Supplementary Data 10
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 10
PART III
Item 10. Directors and Executive Officers of the Registrant 10
Item 11. Executive Compensation 10
Item 12. Security Ownership of Certain Beneficial Owners
and Management 10
Item 13. Certain Relationships and Related Transactions 10
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 11
Signatures 12
2
PART I
ITEM 1. Business
General
Jeffersonville Bancorp (the "Company") was organized as a New York
Corporation on January 12, 1982, for the purpose of becoming a registered
bank holding company under the Bank Holding Company Act of 1956, as amended
(the "BHC" Act"). Effective June 30, 1982, the Company became the registered
bank holding company for The First National Bank of Jeffersonville, a bank
chartered in 1913 and organized under the national banking laws of the United
States (the "Bank"). The Company is engaged in the business of managing or
controlling its subsidiary bank and such other business related to banking as
may be authorized under the BHC Act
The Bank was organized in 1913 and became a subsidiary of the Company on
June 30, 1982.The Bank is an independently owned bank based in Sullivan
County, New York. In addition to its main office and operations center in
Jeffersonville, the Bank has eight additional branch office locations in
Eldred, Liberty, Loch Sheldrake, Monticello, Livingston Manor, Narrowsburg,
Callicoon and Wal*Mart (Monticello). The Bank is a full service institution
employing approximately 116 people and serves all of Sullivan County, New
York as well as some areas of adjacent counties in New York and Pennsylvania.
Deposit and Loan Products
Deposit Products. The Bank offers a variety of deposit products typical
of commercial banks and has designed product offerings responsive to the
needs of both individuals and businesses. Traditional demand deposit
accounts, interest-bearing transaction accounts (NOW accounts ) and savings
accounts are offered on a competitive basis to meet customers' basic banking
needs. Money market accounts, time deposits in the form of certificates of
deposit and IRA/KEOGH accounts provide customers with price competitive and
flexible investment alternatives. The Bank does not have a single depositor
or a small group of related depositors whose loss would have a material
adverse effect upon the business of the Bank
Loan Products. The Bank offers a broad range of commercial and consumer
loan products designed to meet the banking needs of individual customers,
businesses and municipalities. Additional information is set forth below
relating to the Bank's loan products, including major loan categories,
general loan terms, credit underwriting criteria, and risks particular to
each category of loans. The Bank does not have a major loan concentration in
any individual industry.
Commercial Loans and Commercial Real Estate Loans. The Bank offers a
variety of commercial credit products and services to its customers. These
include secured and unsecured loan products specifically tailored to the
credit needs of the customers, underwritten with terms and conditions
reflective of risk profile objectives and corporate earnings requirements.
These products are offered at all branch locations. Credit decisions are
generally made on a decentralized basis. All loans are governed by a
commercial loan policy which was developed to provide a clear framework for
determining acceptable levels of credit risk, underwriting criteria,
monitoring existing credits, and managing problem credit relationships.
Credit risk control mechanisms have been established and are monitored
closely for compliance by the internal auditor and an external loan review
company.
Risks particular to commercial loans include borrowers' capacities to
perform according to contractual terms of loan agreements during periods of
unfavorable economic conditions and changing competitive environments.
Management expertise and competency are critical factors affecting the
customers' performance and ultimate ability to repay their debt obligations.
Commercial real estate loans create exposure to market value risk where the
value of the underlying collateral decreases primarily as the result of
regional economic trends.
Consumer Loans. The Bank also offers a variety of consumer loan
products. These products include both open-end credit (credit cards, home
equity lines of credit, unsecured revolving lines of credit) and closed-end
credit secured and unsecured direct and indirect installment loans). Most of
these loans are originated at the branch level. This delivery mechanism is
supported by an automated loan platform delivery system and a decentralized
underwriting process. The lending process is designed to ensure not only the
efficient delivery of credit products, but also compliance with applicable
consumer regulations while minimizing credit risk exposure.
Credit decisions are made under the guidance of a standard consumer loan
policy, with the assistance of senior credit managers. The loan policy was
developed to provide definitive guidance encompassing credit underwriting,
monitoring and management. The quality and condition of the consumer loan
portfolio, as well as compliance with established standards, is also
monitored closely.
3
A borrower's ability to repay consumer debt is generally dependent upon
the stability of the income stream necessary to service the debt. Adverse
changes in economic conditions resulting in higher levels of unemployment
increase the risk of consumer defaults. Risk of default is also impacted by a
customer's total debt obligation. While the Bank can analyze a borrower's
capacity to repay at the time a credit decision is made, subsequent
extensions of credit by other financial institutions may cause the customer
to become over-extended, thereby increasing the risk of default.
Residential Real Estate Loans. The Company offers mortgage loan
services, originating a variety of mortgage loan products. All mortgage loans
originated are held in the Bank's portfolio. Residential real estate loans
possess risk characteristics much the same as consumer loans. Stability of
the borrower's employment is a critical factor in determining the likelihood
of repayment. Market value risk, where the value of the underlying collateral
declines due to economic conditions, is also a factor.
Supervision and Regulation
Holding Company Regulation. The Company is a bank holding company,
registered with Governors of the Federal Reserve System (the "Federal
Reserve") under the BHC Act. As such, the Company and its subsidiaries are
subject to the supervision, examination, and reporting requirements of the
BHC Act and the regulations of the Federal Reserve.
The BHC Act requires every bank holding company to obtain the prior
approval of the Federal Reserve before: (i) it may acquire direct or indirect
ownership or control of any voting shares of any bank if, after such
acquisition, the bank holding company will directly or indirectly own or
control more than 5.0% of the voting shares of the bank; (ii) it or any of
its subsidiaries, other than a bank, may acquire all or substantially all of
the assets of the bank; or (iii) it may merge or consolidate with any other
bank holding company.
The BHC Act prohibits the Federal Reserve from approving a bank holding
company's application to acquire a bank or bank holding company located
outside the state in which the deposits of its banking subsidiaries were
greatest on the date the company became a bank holding company (New York in
the case of the Company), unless such acquisition is specifically authorized
by statute of the state in which the bank or bank holding company to be
acquired is located. New York has adopted national reciprocal interstate
banking legislation permitting New York based bank holding companies to
acquire banks and bank holding companies in other states and allowing bank
holding companies located in states with reciprocal legislation to acquire
New York banks and bank holding companies. Under the provisions of the
Riegle-Neal Interstate Banking and Branching and Efficiency Act of 1994 (the
"Interstate Banking Act"). The existing restrictions on interstate
acquisitions of banks by bank holding companies, including the reciprocal
interstate banking legislation adopted by the state of New York, have been
repealed. This allows the Company and any other bank holding company located
in New York to acquire a bank located in any other state, and a bank holding
located outside New York is able to acquire any New York-based bank, in
either case subject to certain deposit percentage and other restrictions. The
Interstate Banking Act also generally provides that, after June 1, 1997,
national and state-chartered banks may branch interstate through acquisitions
of banks in other states. By adopting legislation prior to that date, a state
has the ability to either "opt in" or to prohibit interstate branching
altogether.
The Company is also subject to the provisions of Article III-A of the
New York State Banking Law. Among other things, Article III-A requires the
approval of the New York Banking Department prior to the acquisition by a
bank holding company of direct or indirect ownership or control of 10% or
more of the voting stock of a banking institution, or the acquisition by a
bank holding company directly or indirectly through a subsidiary of all or
substantially all of the assets of a banking institution, or a merger or
consolidation with another bank holding company.
The BHC Act generally prohibits the Company from engaging in activities
other than banking or managing or controlling banks or other permissible
subsidiaries and from acquiring or retaining direct or indirect control of
any company engaged in any activities other than those activities determined
by the Federal Reserve to be so closely related to banking or managing or
controlling banks as to be a proper incident thereto. In determining whether
a particular activity is permissible, the Federal Reserve must consider
whether the performance of such an activity reasonably can be expected to
produce benefits to the public, such as greater convenience, increased
competition, or gains in efficiency, that outweigh possible adverse effects,
such as undue concentration of resources, decreased or unfair competition,
conflicts of interest, or unsound banking practices. The BHC Act does not
place territorial limitations on permissible non-banking bank-related
activities of bank holding companies. Despite prior approval, the Federal
Reserve has the power to order a holding company or its subsidiaries to
terminate any activity or to terminate its ownership or control of any
subsidiary when it has reasonable cause to believe that continuation of such
activity or such ownership or control constitutes a serious risk to the
financial safety, soundness, or stability of any bank subsidiary of that bank
holding company.
4
Bank Regulation. The Bank, the single subsidiary bank of the Company, is
a member of the FDIC, and as such, its deposits are insured by the FDIC to
the extent provided by law. The Bank is also subject to numerous state and
federal statutes and regulations that affect its business, activities, and
operations, and it is supervised and examined by one or more federal bank
regulatory agencies.
Because the Bank is a national bank, it is subject to supervision and
regulation by the OCC. The OCC regularly examines the operations of the
subsidiary bank and has authority to approve or disapprove mergers,
consolidations, the establishment of branches, and similar corporate actions.
The OCC also has the power to prevent the continuance or development of
unsafe or unsound banking practices or other violations of law.
Community Reinvestment Act. The Bank is subject to the provisions of the
Community Reinvestment Act of 1997 (the "CRA"). Under the terms of the CRA,
the appropriate federal bank regulatory agency is required, in connection
with its examination of a subsidiary institution, to assess such
institution's record in meeting the credit needs of the community served by
that institution, including those of low and moderate-income neighborhoods.
The regulatory agency's assessment of the institution's record is made
available to the public. Further, such assessment is required of any
institution which has applied to: (i) charter a national bank; (ii) obtain
deposit insurance coverage for a newly chartered institution; (iii) establish
a new branch office that will accept deposits; (iv) relocate an office; or
(v) merge or consolidate with, or acquire the assets or assume the
liabilities of, a federally regulated financial institution. In the case of a
bank holding company applying for approval to acquire a bank or other bank
holding company, the Federal Reserve will assess the records of each
subsidiary institution of the applicant bank holding company, and such
records may be the basis for denying the application.
An institution's CRA rating will continue to be taken into account by
its regulator in considering various types of applications. In addition, an
institution receiving a rating of "substantial noncompliance" is subject to
civil money penalties or a cease and desist order under Section 8 of the
Federal Deposit Insurance Act (the "FDIA"). CRA remains a critical component
of the regulatory examination process. CRA examination results and related
concerns have been cited as a reason to reject and or modify branching and
merger applications by various federal and state banking agencies.
Payment of Dividends. The Company is a legal entity separate and
distinct from the Bank. The principal source of cash flow of the Company,
including cash flow to pay dividends to its stockholders, is dividends from
the Bank . The Bank is required by the OCC to obtain prior approval for the
payment of dividends to the Company if the total of all dividends declared
the Bank in any year would exceed the total of the Bank's net profits (as
defined and interpreted by regulation) for that year and the retained net
profits (as defined) for the preceding two years, less any required transfers
to surplus. There are also other statutory and regulatory limitations on the
payment of dividends by the Bank to the Company as well as the Company to its
stockholders. Without receiving dividends from the Bank the Company would not
be in a position to pay dividends to its stockholders.
If, in the opinion of a federal regulatory agency, an institution 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 institution,
could include the payment of dividends), such agency may require, after
notice and a hearing, that such institution cease and desist from such
practice. The Federal Reserve, the OCC, and the FDIC, have indicated that
paying dividends that deplete an institution's capital base to an inadequate
level would be an unsafe and unsound banking practice. Under the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), an insured
institution may not pay any dividend if it is undercapitalized, or if such
payment would cause it to become undercapitalized. See "Prompt Corrective
Action" below. Moreover, the Federal Reserve, the OCC, and the FDIC have
issued policy statements which provide that bank holding companies and
insured banks should generally only pay dividends out of current operating
earnings.
At December 31,1998 under dividend restrictions imposed under federal
and state laws, the Bank, without obtaining governmental approvals, could
declare aggregate dividends to the Holding Company of approximately
$4,026,000 provided that the Bank would then be in compliance with one or
more minimum capital requirements. Moreover, federal bank regulatory
authorities also have the general authority to limit the dividends paid by
insured banks if such payments may be deemed to constitute an unsafe and
sound practice.
5
Transactions With Affiliates. There-are various regulatory restrictions
on the extent to which the can borrow or otherwise obtain credit from the
subsidiary bank. The Bank is limited in engaging in borrowing and other
"covered transactions" with non-bank affiliates to the following amounts: (i)
in the case of any such affiliate, the aggregate amount of covered
transactions of the subsidiary bank and its subsidiaries may not exceed 10%
of the capital stock and surplus of such subsidiary bank; and (ii) in the
case of all affiliates the aggregate amount of covered transactions of the
subsidiary bank and its subsidiaries may not exceed 20% of the capital stock
and surplus of such subsidiary bank. "Covered transactions" are defined by
statute to include a loan or extension of credit, as well as a purchase of
securities issued by an affiliate, a purchase of assets (unless otherwise
exempted by the Federal Reserve), the acceptance of securities issued by the
affiliate as collateral for a loan and the issuance of a guarantee,
acceptance, or letter of credit on behalf of an affiliate. Covered
transactions are also subject to certain collateralization requirements.
Further, a bank holding company and its subsidiaries are prohibited from
engaging in certain tie-in arrangements in connection with any extension of
credit, lease, or sale of property or furnishing of services.
Capital Adequacy. The Company and the Bank are required to comply with
the capital adequacy standards established by the Federal Reserve and the
OCC, respectively. There are two basic measures of capital adequacy for bank
holding companies that have been promulgated by the Federal Reserve: a
risk-based measure and a leverage measure. All applicable capital standards
must be satisfied for a bank holding company to be considered in compliance.
The risk-based capital standards are designed to make regulatory capital
requirements more sensitive to differences in risk profile among banks and
bank holding companies, to account for off-balance sheet exposure, and to
minimize disincentives for holding liquid assets. Assets and off-balance
sheet items are assigned to broad risk categories, each with appropriate
weights. The resulting capital ratios represent capital as a percentage of
total risk-weighted assets and off-balance sheet items.
As to the holding company, the minimum guideline for the ratio of total
capital ("Total Capital") to risk-weighted assets (including certain
off-balance-sheet items, such as standby letters of credit) is 8.0%. At least
half of the Total Capital must be composed of common stock, minority
interests in the equity accounts of consolidated subsidiaries, noncumulative
perpetual preferred stock, and a limited amount of cumulative perpetual
preferred stock, less goodwill and certain other intangible assets ("Tier 1
Capital"). The remainder may be subordinated debt, other preferred stock, and
a limited amount of loss reserves. At December 31, 1998, the Company's
consolidated Tier 1 Capital and Total Capital ratios were a 17.0% and 18.2%,
respectively.
In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
ratio of Tier 1 Capital to average assets, less goodwill and certain other
intangible assets (the "leverage ratio") of 3.0% for bank holding companies
that meet certain specified criteria, including having the highest regulatory
rating. All other bank holding companies generally are required to maintain a
leverage ratio of at least 3.0% plus an additional cushion of 100 to 200
basis points. The Company's leverage ratio at December 31, 1999 was 9.6%. The
guidelines also provide that bank holding companies experiencing internal
growth or making acquisitions will be expected to maintain strong capital
positions substantially above the minimum supervisory levels without
significant reliance on intangible assets. Furthermore, the Federal Reserve
has indicated that it will consider a banking institutions "tangible Tier 1
Capital leverage ratio" (deducting all intangibles) and other indications of
capital strength in evaluating proposals for expansion or new activities.
The Bank is subject to risk-based and leverage capital requirements
adopted by the OCC which substantially mirror the requirements applicable to
the holding company. The Bank's capital ratios are substantially similar to
those of the Company and as such, the Bank is also in compliance with all
applicable minimum capital requirements.
Failure to meet capital guidelines could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business. See "Prompt Corrective
Action" below.
6
Support of Subsidiary Bank. Under Federal Reserve policy, the Company is
expected to act as a source of financial strength to, and to commit resources
to support, the Bank. This support may be required at times when, absent such
Federal Reserve policy, the Company may not be inclined to provide it. In
addition, any capital loans by a bank holding company to the subsidiary bank
are subordinate in right of payment to deposits and to certain other
indebtedness of such subsidiary bank. In the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a federal
bank regulatory agency to maintain the capital of a subsidiary bank will be
assumed by the bankruptcy trustee and entitled to a priority of payment.
Under the FDIA, a depository institution insured by the FDIC can be held
liable for any loss incurred by, or reasonably expected to be incurred by,
the FDIC after August 9, 1989 in connection with: (i) the default of a
commonly controlled FDIC-insured depository institution; or (ii) any
assistance provided by the FDIC to any commonly controlled FDIC insured
depository institution "in danger of default." The FDIC's claim for damages
is superior to claims of stockholders of the insured depository institution
or its holding company, but is subordinate to claims of depositors, secured
creditors, and holders of subordinated debt (other than affiliates) of the
commonly controlled insured depository institution. The Bank is subject to
these cross-guarantee provisions. As a result, any loss suffered by the FDIC
in respect of the Bank would likely result in assertion of the
cross-guarantee provisions superior to the claims of the parent holding
company.
Prompt Corrective Action: FDICIA established a system of prompt
corrective action to resolve the problems of undercapitalized institutions.
Under this system, the federal banking regulators established five capital
categories ("well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized"). The
regulators are required and to take certain mandatory supervisory actions,
and are authorized to take other discretionary actions, with respect to
institutions in the three undercapitalized categories, the severity of which
will depend upon the capital category in which the institution is placed.
Generally, subject to a narrow exception, FDICIA requires the banking
regulator to appoint a receiver or conservator for an institution that is
critically undercapitalized. The federal banking agencies have specified by
regulation the relevant capital level for each category.
An institution that is categorized as undercapitalized, significantly
undercapitalized, or critically undercapitalized, is required to submit an
acceptable capital restoration plan to its appropriate federal banking
agency. Under FDICIA, a bank holding company must guarantee that a subsidiary
depository institution meet its capital restoration plan, subject to certain
limitations. The obligation of a controlling bank holding company under
FDICIA to fund a capital restoration plan is limited to the lesser of 5.0% of
an undercapitalized subsidiary's assets or the amount required to meet
regulatory capital requirements.
The severity of the actions required to be taken by the appropriate
federal banking authorities increases as an institution's capital position
deteriorates. Among other actions, the mandates could include, under certain
circumstances, requiring recapitalization of or a capital restoration plan by
a depository institution, such as requiring the sale of new shares; a merger
with (or sale to) another institution (or holding company); restricting
certain transactions with banking affiliates; otherwise restricting
transactions with bank or non-bank affiliates; restricting interest rates
that the institution pays on deposits; restricting asset growth or reducing
total assets; altering, reducing, or terminating activities; holding a new
election of directors; dismissing any director or senior executive officer
who held office for more than 180 days immediately before the institution
became undercapitalized; employing qualified senior executive officers; or
ceasing to accept deposits from correspondent depository institutions.
Not later than 90 days after an institution becomes critically
undercapitalized, the appropriate federal banking agency for the institution
must appoint a receiver or, with the concurrence of the FDIC, a conservator,
unless the agency, with the concurrence of the FDIC, determines that the
purpose of the prompt corrective action provisions would be better served by
another course of action. Thereafter, an institution's regulator must
periodically reassess its determination to permit a particular critically
undercapitalized institution to continue to operate and must appoint a
conservator or receiver for the institution at the end of an approximately
one year period following the institution's initial classification as
critically undercapitalized unless a number of stringent conditions are met,
including a determination by the regulator and the FDIC that the institution
has positive net worth and a certification by such agencies that the
institution is viable and not expected to fail. At December 31, 1999, the
Bank had the requisite capital levels to qualify as well capitalized.
7
FDIC Insurance. Under the FDIC's risk related insurance assessment
system, insured depository institutions may be required to pay annual
assessments to the FDIC. An institution's risk classification is based on
assignment of the institution by the FDIC to one of three capital groups and
to one of three supervisory subgroups. The three supervisory subgroups are
Group "A", financially solid institutions with only a few minor weaknesses;
Group "B", institutions with weaknesses which, if uncorrected, could cause
substantial deterioration of the institution and increased risk to the
insurance fund; and Group "C", institutions with a substantial probability of
loss to the fund absent effective corrective action. The three capital
categories are well capitalized, adequately capitalized, and
undercapitalized. These three categories are substantially the same as the
prompt corrective action categories previously described, with the
undercapitalized category including institutions that are undercapitalized,
significantly undercapitalized, and critically undercapitalized for prompt
corrective action purposes.
On September 30 1996, legislation was passed recapitalizing the Savings
Association Insurance Fund. Included in that legislation were provisions
requiring members of the BIF to assist in the repayment of FICO bonds. The
cost to the Bank as a result of this legislation was $22,000 in 1998.
Under the FDIA, insurance of deposits may be terminated by the FDIC upon
a finding that the institution has engaged in unsafe and unsound practices,
is in an unsafe or unsound condition to continue operations, or has violated
any applicable law, regulation, rule, order, or condition imposed by the FDIC.
Safety and Soundness Standards. Federal banking agencies promulgate
safety and soundness standards relating to internal controls, information
systems and internal audit systems, loan documentation, credit underwriting,
interest rate exposure, asset growth, compensation, fees, and benefits. With
respect to internal controls, information systems, and internal audit
systems, the standards describe the functions that adequate internal controls
and information systems must be able to perform, including: (i) monitoring
adherence to prescribed policies; (ii) effective risk management; (iii)
timely and accurate financial, operational, and regulatory reporting; (iv)
safeguarding and managing assets; and (v) compliance with applicable laws and
regulations. The standards also include requirements that: (i) those
performing internal audits be qualified and independent; (ii) internal
controls and information systems be tested and reviewed; (iii) corrective
actions be adequately documented; and (iv) that results of an audit be made
available for review of management actions.
Legislative Proposals. Because of concerns relating to the
competitiveness and the safety and soundness of the industry, Congress
continues to consider a number of wide-ranging proposals for altering the
structure, regulation, and competitive relationships of the nation's
financial institutions and other financial services companies. Among such
bills are proposals to prohibit depository institutions and bank holding
companies from conducting certain types of activities; to subject depository
institutions to increased disclosure and reporting requirements; to alter the
statutory separation of commercial and investment banking; and to further
expand the powers of depository institutions, bank holding companies, and
competitors of depository institutions. It cannot be predicted whether or in
what form any of these proposals will be adopted or the extent to which the
business of the Company may be affected thereby.
Monetary Policy and Economic Conditions
The earnings of the Company and the Bank are affected by the policies of
regulatory authorities, including the Federal Reserve System. Federal Reserve
System monetary policies have had a significant effect on the operating
results of commercial banks in the past and are expected to continue to do so
in the future. Because of the changing conditions in the national economy and
in the money markets, as a result of actions by monetary and fiscal
authorities, interest rates, credit availability and deposit levels may
change due to circumstances beyond the control of the Company and the Bank.
Competition
The Bank faces strong competition for local business in the communities
it serves from other financial institutions. Throughout Sullivan County there
are 31 branches of commercial banks, savings banks, savings and loan
associations and other financial organizations.
For most of the services which the Bank performs, there is increasing
competition from financial institutions other than commercial banks due to
the relaxation of regulatory restrictions. Money market funds actively
compete with banks for deposits. Savings banks, savings and loan associations
and credit institutions, as well as consumer finance companies, insurance
companies and pension trusts are important competitors. Competition for loans
is also a factor the Bank faces in maintaining profitability.
Number of Personnel
At December 31, 1999, there were 116 persons employed by the Company and
the Bank.
8
ITEM 2. Properties
In addition to the main office of the Company and the Bank in
Jeffersonville, New York, the Bank has seven branch locations and an
operations center. Set forth below is a description of the offices of the
Company and the Bank.
Main Office
The main office of the Bank is located at Main Street, Jeffersonville, New
York. The premises occupied by the Bank consists of approximately 6,700 total
square feet of office space in a two-story office building. The Bank owns the
building and underlying land.
Eldred Branch
The Eldred Branch of the Bank is located at 561 Route 55, Eldred, New York.
The premises consists of approximately 2,016 total square feet of office
space in a 1-story office building. The Bank owns the building and underlying
land.
Liberty Branch
The Liberty Branch of the Bank is located at Church Street and Darby Lane,
Liberty, New York. The premises consists of approximately 4,320 total square
feet of office space in a two-story office building. The Company owns the
building and underlying land.
Loch Sheldrake Branch
The Loch Sheldrake Branch of the Bank is located on Route 52, Loch Sheldrake,
New York. The premises consists of approximately 1,440 total square feet of
office space. The Company owns the building and underlying land.
Monticello Branch
The Monticello Branch of the Bank is located at 15 Forestburgh Road,
Monticello, New York. The premises consists of approximately 2,500 square
feet of office space. The Company owns the building and underlying land.
Operations Center
The operations center is located on Main Street, Jeffersonville, New York.
The premises consists of approximately 10,788 square feet in a two-story
office building. The Company owns the building and underlying land.
Supermarket Branches
The Bank leases space in Pecks Supermarkets in Livingston Manor, Narrowsburg
and Callicoon, New York. The branch facilities occupy between 650 and 800
square feet each and the leases payments from approximately $7,500 to $10,500
per year. The Bank leases space in Wal*Mart in Monticello occupying 643
square feet with lease payments of $2,650 monthly.
ITEM 3. Legal Proceedings
Community Bank of Sullivan County v. The First National Bank of
Jeffersonville, John D. Hawke, Jr., in his official capacity as
Comptroller of the Currency, (99 CIV 10933 (S.D.N.Y.))
On October 29, 1999, Community Bank of Sullivan County ("Community Bank")
filed a suit against the Client and John D. Hawke, Jr., in his official
capacity as Comptroller of the Currency, in the United States District Court
for the Southern District of New York seeking declaratory relief, injunctive
relief, and compensatory damages relating to the Client's operation of a
branch at a Wal-Mart store in Monticello, New York. No discovery has taken
place in the matter. The court has set a schedule for the parties to file
summary judgment papers. The Client denies all of the allegations made by
Community Bank and intends to vigorously defend its interests in this matter.
The Company and the Bank do not believe that the above proceedings will
have an adverse or material effect on consolidated results of operations or
Financial Condition.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not applicable.
9
PART II
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Market for the registrant's common equity and related stockholders
matters are found on page to page of this report.
ITEM 6. Selected Financial Data
Selected financial data information is located on pages to of this
report
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 operation are located on pages to of this report.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
The Required Information Is Provided In Schedule Titled Interest Rate
Risk.
ITEM 8. Financial Statements and Supplementary Data
Financial statements and supplementary data are found on pages to of
this report.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There has been no change in accountants within the 24 months prior to
December 31, 1999, and there has not been any reported disagreements on any
matter of accounting principles and practices or financial statement
disclosure which would have led to a change in accountants.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
See "Nomination of Directors and Election of Directors" on pages and 2
of the proxy statement, which are incorporated herein by reference.
ITEM 11. Executive Compensation
See "Remuneration of Management and Others" on page of the proxy
statement, which is incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
See "Security Ownership of Certain Beneficial Owners and of Management"
on page of the proxy statement, which is incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions
See "Director and Executive Officer Information", "Transactions with
Management", and "Remuneration of Management and Others" on pages of the
proxy statement, which are incorporated herein by reference.
10
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Consolidated financial statements and schedules of the Company
and Bank.
The following consolidated financial statements herein:
Consolidated Balance Sheets -- December 31, 1999 and 1998
Consolidated Statements of Income
Years Ended December 31, 1999, 1998 and 1997
Consolidated Statements of Changes in Stockholders' Equity
Years Ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows
Years Ended December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
Independent Auditors' Report
(a) 2. All schedules are omitted since the required information is either not
applicable, not required or contained in the respective consolidated
financial statements or in the notes thereto.
(a) 3. Exhibits (numbered in accordance with Item 601 of Regulation S-K)
Exhibits not indicated below are omitted because the information
is not applicable or is contained elsewhere within this report.
3.1 Certificate of Incorporation of the Company
(Incorporation by Reference to Exhibit 3.1, 3.2, 3.3 and 3.4
to Form 8 Registration Statement, effective June 29, 1991)
3.2 The Bylaws of the Company
(Incorporated by Reference to Exhibit 3.5 and 3.6 to Form 8
Registration Statement, effective June 29, 1991)
4.1 Instruments defining the Rights of Security Holders.
(Incorporated by Reference to Exhibit 4 to Form 8
Registration Statement, effective June 29, 1991)
11.1 Computation of Income Per Share
(Reference is made to the Annual Report of the
Company included elsewhere in this report.)
13.1 The Annual Report of the Company is filed herewith.
21.1 Subsidiaries of the Company -- as Discussed
in Section I, Item I, Description of Business;
The Company owns 100% of the Equity Securities of the Bank.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
quarter ended December 31, 1998.
11
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 17, 2000 By: /s/ Arthur E. Keesler
Chairman of the Board and President
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 indicated.
Signatures Title Date
/s/ Arthur E. Keesler
_______________________ Chairman of the Board and March 17, 2000
Arthur E. Keesler President-Director
/s/ John M. Riley
_______________________ Treasurer March 17, 2000
John M. Riley
/s/ John K. Gempler
_______________________ Director March 17, 2000
John K. Gempler
/s/ Edward T. Sykes
_______________________ Director March 17, 2000
Edward T. Sykes
/s/ Raymond Walter
_______________________ Vice President-Director March 17, 2000
Raymond Walter
/s/ Earle A. Wilde
_______________________ Director March 17, 2000
Earle A. Wilde
/s/ James F. Roche
_______________________ Director March 17, 2000
James F. Roche
/s/ John W. Galligan
_______________________ Director March 17, 2000
John W. Galligan
12