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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee required] for the fiscal year ended December 31, 1995 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 [No fee Required] for the transition period from_______________
to________________
Commission file number 0-15261.
BRYN MAWR BANK CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2434506
- ------------------------------- ---------------------------------------
(State of other jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
801 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010
- --------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (610) 525-1700
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------------ -------------------------
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($1 par value)
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period than 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 or 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 shares of common stock held by non-affiliates of
Registrant (including fiduciary accounts administered by affiliates*) was
$55,580,893 on March 15, 1996.
As of March 15, 1996, 2,190,380 shares of common stock were outstanding.
Documents Incorporated by Reference: Parts I, II and IV - Portions of
- -----------------------------------
Registrant's Annual Report to Shareholders for the year ended December 31, 1995,
as indicated, Part III - Definitive Proxy Statement of Registrant filed with the
Commission pursuant to Regulation 14A.
*Registrant does not admit by virtue of the foregoing that its officers and
directors are "affiliates" as defined in Rule 405 and does not admit that it
controls the shares Registrants voting stock held by the Trust Department of its
bank subsidiary.
The exhibit index is on pages 37 through 40. There are 46 pages in this report.
Form 10-K
Bryn Mawr Bank Corporation
Index
Item No. Page
Part I
1. Business................................................ 3
2. Properties..............................................26
3. Legal Proceedings.......................................29
4. Submission of Matters to a Vote of Security Holders.....29
Part II
5. Market for Registrant's Common Equity and Related
Stockholder Matters.....................................30
6. Selected Financial Data.................................30
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.....................31
8. Financial Statements and Supplementary Data.............31
9. Change in and Disagreements with Accountants on
Accounting and Financial Disclosure.....................31
Part III
10. Directors and Executive Officers of Registrant..........32
11. Executive Compensation..................................36
12. Security Ownership of Certain Beneficial Owners and
Management..............................................36
13. Certain Relationships and Related Transactions..........36
Part IV
14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K.............................................37
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MARCH 15, 1996.
2
PART I
------
ITEM 1. BUSINESS
----------------
GENERAL
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BRYN MAWR BANK CORPORATION
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Bryn Mawr Bank Corporation (the "Corporation"), hereinafter sometimes
referred to as the Registrant, was incorporated under the laws of the
Commonwealth of Pennsylvania on August 8, 1986. The Corporation is a bank
holding company registered under the Bank Holding Company Act of 1956, as
amended (the "Act"). On January 2, 1987, under a Plan of Reorganization, the
Corporation acquired all of the issued and outstanding shares of The Bryn Mawr
Trust Company (the "Bank"), through an exchange of three shares of the
Corporation stock for each share of Bank stock issued.
THE BRYN MAWR TRUST COMPANY
- ---------------------------
The Bank, the principal subsidiary of the Corporation, is a state chartered
bank subject to the Pennsylvania Banking Code of 1965, as amended, and was
incorporated under the laws of the Commonwealth of Pennsylvania on March 25,
1889. The Bank is engaged in general commercial and retail banking business,
providing basic banking services as well as a full range of trust services.
3
OPERATIONS OF BRYN MAWR FINANCIAL SERVICES, INC. AND PROFIT RESEARCH
CONSULTING, INC. ARE DISCONTINUED.
Bryn Mawr Financial Services, Inc. ("BMFS") and Profit Research Consulting
Inc. ("PRC") were formed to provide counter-cyclical fee income to the
Corporation of a different nature than the predominately interest income earned
by the Bank. During 1992 the Corporation's management evaluated the financial
performance and the current and estimated future additional capital requirements
of these entities. Based on that evaluation, the Corporation's management
determined to dissolve PRC and discontinue the operations of BMFS. However, the
Corporation may again commence the operations of BMFS at a future time.
SUMMARY
- -------
The Corporation will concentrate its resources to expand the Bank's market
penetration by providing superior deposit, lending, trust and other banking
services to its existing customers and obtain additional customers in its market
in Montgomery, Delaware and Chester counties of Pennsylvania and to successfully
address the other challenges in the Bank's ever changing competitive market.
4
OPERATIONS
----------
BRYN MAWR BANK CORPORATION
- --------------------------
The Corporation had no active staff as of December 31, 1995 and conducted
no activities other than those activities through its banking subsidiary, except
for the leasing of two properties, owned by Corporation, to the Bank, as
discussed in Item 2. Properties.
A complete list of directors and officers of the Corporation, as of
February 1, 1996 is incorporated by reference to page 36 and the inside of the
back cover of the Corporation's Annual Report to Shareholders for the year ended
December 31, 1995.
THE BRYN MAWR TRUST COMPANY
- ---------------------------
The Bank is engaged in general, commercial and retail banking business,
providing basic banking services, including the acceptance of demand, time and
savings deposits and the making of commercial, real estate and consumer loans
and other extensions of credit. The Bank also provides a full range of trust
services including estate administration, investment advisory services, pension
and profit sharing administration and personal financial planning, including tax
preparation. During 1995, the Bank established a family office operation,
providing a full range of services to high net worth clients. As of December 31,
1995, the market value of assets administered by the Bank's Trust Division was
$1,039,804,000. In January 1996, as a part of the Bank's Trust Division, the
Bank formed Investment Counsellors of Bryn Mawr ("ICBM"), which is dedicated to
managing investment portfolios for high net worth individuals and employee
benefit plans.
5
In 1995, residential mortgage interest rates decreased from 1994 levels and
the Bank was able to take advantage of the consumers renewed interest in
refinancing residential mortgages, thereby increasing the volume of the mortgage
loans it sold, as well as related loan fees and net gains on the sale of these
loans in the secondary mortgage market. As of March 1, 1996, the Bank has six
commissioned mortgage originators. The Bank originated and sold $67,826,000 in
residential mortgages to the secondary market in 1995 compared to $39,109,000
originated and sold in 1994. Net gains and loan fee income amounted to $918,000
in 1995 compared to $591,000 in 1994. During 1993 the Bank originated and sold
$108,865,000 in residential mortgage loans, generating $1,990,000 in related
net gains and loan fee income.
The operations and data processing support for the banking services
provided by the Bank were supplied by Financial Institution Outsourcing, a
division of Mellon Bank, N. A. under a five-year servicing contract, expiring
December 31, 1995 which is incorporated by reference into the Corporation's
10-K, filed with the Securities and Exchange Commission (the "Commission") on
March 26, 1991. In November 1993, Mellon Bank sold its outsourcing division to
FISERV, Inc., an outsourcing data processing company located in Brookfield, IL.
The Bank renegotiated its licensing and servicing agreement with FISERV in 1994
for the in-house data processing systems, which commenced in the first quarter
of 1996. This agreement is incorporated by reference into the Corporation's
10-K, filed with the Commission on March 31, 1995.
At December 31, 1995, the Bank had 182 full time and 31 part time
employees, including 80 officers, equalling 197.5 full time equivalent staff.
6
SOURCES OF THE CORPORATION'S REVENUE
------------------------------------
The following table shows the percentage of consolidated revenues by major
source generated by the Corporation from the activities indicated below.
Year Ended December 31,
-----------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Commercial Loans 16% 14% 12% 12% 12%
Mortgage and Construction Loans 16 15 16 23 29
Consumer Loans 25 25 26 26 24
Home Equity/Line of Credit 3 3 2 2 3
Securities 10 13 12 10 8
Federal Funds Sold 2 1 1 2 4
--- --- --- -- ---
Total Interest Income 72 71 67 75 80
Trust Services 17 16 15 14 12
Other Income * 11 13 18 11 8
--- --- --- --- ---
Total Revenues 100% 100% 100% 100% 100%
==== ==== ==== ==== ====
* There were no revenues generated by BMFS and PRC during 1995, 1994 or 1993.
All revenues were generated by the Bank during 1995, 1994 and 1993. Revenues
generated by BMFS and PRC aggregated 1.3% and 1.0% in 1992 and 1991,
respectively.
7
STATISTICAL INFORMATION
-----------------------
The statistical information required in this Item I is incorporated by
reference to the information appearing in Corporation's Annual Report to
Shareholders for the year ended December 31, 1995, as follows:
Disclosure Required by Reference to the Corporation's
Industry Guide 3 1995 Annual Report
- ---------------------- ------------------------------
I. Distribution of Assets, Liabilities
and Stockholders Equity; Interest
Rates and Interest Differential
A. Average balance sheets, interest-
income and expense; average rates
earned/paid . . . . . . . . . . . Analyses of Interest Rates and
Interest Differential (page 12)
B. Rate/Volume Differentials . . . Rate/Volume Analyses (page 13)
C. Non-Accrual Policy . . . . . . . Loan Portfolio and Non-
performing Asset Analysis
(page 17)
D. Interest Rate Sensitivity
Analysis. . . . . . . . . . . . . .Interest Rate Sensitivity
Analysis (page 20)
II. Investment Portfolio
A. Book Values . . . . . . . . . . . Notes to Consolidated Financial
Statements, Note 3 (page 28)
B. Maturities . . . . . . . . . . . . Notes to Consolidated Financial
Statements, Note 3 (page 28)
III. Loan Portfolio
A. Types of Loans . . . . . . . . . . Loan Portfolio (page 16)
B. Maturities and Sensitivity to
changes in Interest Rates . . . . Loan Portfolio - Maturity
distribution (page 16)
Interest Rate Sensitivity
Analysis (page 20)
C. Non-Performing assets . . . . . . Non-Performing Assets (page 19)
8
Disclosure Required by Reference to the Corporation's
Industry Guide 3 1995 Annual Report
- ---------------------- -----------------------------
IV. Summary of Loan Loss Experience
A. Analysis of Loss Experience . . . Allowance for Possible Loan
Losses (page 13)
B. Allocation of Allowance for
Loan Losses . . . . . . . . . . . Allocation of the Allowance
for Possible Loan Losses
(page 14)
V. Deposits
A. Average Deposits . . . . . . . . . Average Daily Balances of
Deposits (Page 18)
B. Maturity tables and outstanding
balances, deposits $100,000 or
more . . . . . . . . . . . . . . . Maturity of Certificates of
Deposit of $100,000 or
Greater (page 18)
VI. Return on Equity and Assets . . . . . . Selected Financial Data
(page 9)
9
COMPETITION
-----------
The Corporation's principal purpose is to hold the stock of the Bank and
the Corporation's other subsidiaries. Therefore, there is presently no market
area nor competition for the Corporation since it does not conduct competitive
business activity other than through its subsidiaries.
The Bank's market area is primarily located in portions of Delaware,
Montgomery and Chester Counties, located in southeastern Pennsylvania. The
greatest concentration of activity is within a limited radius of Bryn Mawr,
Pennsylvania, the site of the Bank's main banking office. The Bank also has four
full service branch offices located in Havertown, Wayne, Wynnewood and Paoli,
Pennsylvania. In addition, there are five limited service facilities located in
life care communities in Waverly Heights, Martins Run, the Quadrangle, Beaumont
at Bryn Mawr and Bellingham and two limited service branches located in Radnor
Corporate Center and One Tower Bridge in West Conshohocken. All facilities are
located in either Montgomery, Chester and Delaware Counties. There is also an
automatic teller machine location at Villanova University.
The banking business is highly competitive and the Bank competes not only
with other commercial banks but it also experiences competition from savings and
loan associations and credit unions for deposits and loans as well as from
consumer finance companies, mortgage companies, insurance companies, stock
brokerage companies and other entities providing one or more of the services and
products offered by the Bank. All of these organizations must be considered
competitors of the Bank.
10
SUPERVISION AND REGULATION
--------------------------
Bank holding companies, such as the Corporation, and its subsidiaries,
including the Bank, are extensively regulated under both federal and state law.
To the extent that the following information describes statutory provisions and
regulations which apply to the Corporation and its subsidiaries, it is qualified
in its entirety by reference to those statutory provisions and regulations.
Regulation of the Corporation
-----------------------------
The Bank Holding Company Act
- ----------------------------
The Corporation, as a bank holding company, is regulated under the Bank
Holding Company Act of 1956, as amended (the "Act"). The Act limits the business
of bank holding companies to banking, managing or controlling banks, performing
certain servicing activities for subsidiaries and engaging in such other
activities as the Federal Reserve Board may determine to be closely related to
banking. The Corporation and its non-bank subsidiaries are subject to the
supervision of the Federal Reserve Board and 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 Act and the regulations
which implement the Act. The Federal Reserve Board also conducts inspections of
the Corporation and each of its non-banking subsidiaries.
The Act prohibits the Federal Reserve Board from approving a bank holding
company's application to acquire a bank or bank holding company located outside
the state in which the operations of its banking
11
subsidiaries are principally conducted, unless such acquisition is specifically
authorized by statute of the state in which the bank or bank holding company to
be acquired is located or the bank is failing. Pennsylvania law permits bank
holding companies located in any state to acquire Pennsylvania banks and bank
holding companies, provided that the home state of the acquiring company has
enacted "reciprocal" legislation. In this context, reciprocal legislation is
generally defined as legislation that authorizes Pennsylvania bank holding
companies to acquire banks or bank holding companies located in another state on
terms and conditions substantially no more restrictive than those applicable to
such an acquisition in Pennsylvania by a bank holding company located in the
other state.
The Act requires each bank holding company to obtain prior approval by the
Federal Reserve Board before it may acquire (i) direct or indirect ownership or
control of more than 5% of the voting shares of any company, including another
bank holding company or a bank, unless it already owns a majority of such voting
shares, or (ii) all, or substantially all, of the assets of any company. The Act
provides that the Federal Reserve Board shall not approve any acquisition by a
bank holding company of more than 5% of the voting shares or substantially all
of the assets of a bank located outside of the state in which the operation of
the holding company's bank subsidiaries are principally conducted, unless such
acquisition is specifically authorized by a statute of the state in which the
bank whose shares are to be acquired is located.
The Act also prohibits a bank holding company from engaging in, or from
acquiring direct or indirect ownership or control of more than 5% of the voting
shares of any company engaged in non-banking activities unless
12
the Federal Reserve Board, by order or regulation, has found such activities to
be so closely related to banking or to managing or controlling banks as to be
appropriate. The Federal Reserve Board has by regulation determined that certain
activities are so closely related to banking or to managing or controlling
banks, so as to permit bank holding companies, such as the Corporation, and its
subsidiaries formed for such purposes, to engage in such activities, subject to
obtaining the Federal Reserve Board's approval in certain cases. These
activities include operating a mortgage, consumer finance, credit card or
factoring company, servicing and brokering loans and other extensions of credit,
providing certain investment and financial consulting advice, leasing personal
property, providing certain bookkeeping or financially oriented data processing
services, acting as an insurance agent for certain types of credit-related
insurance and discount brokerage.
The Act further provides that the Federal Reserve Board shall not approve
any acquisition that would result in a monopoly or would be in furtherance of
any combination or conspiracy to monopolize or attempt to monopolize the
business of banking in any part of the country, or that in any other manner
would be in restraint of trade, unless the anticompetitive effects of the
proposed transactions are clearly outweighed by the public interest and the
probable effect of the transaction in meeting the convenience and needs of the
communities to be served.
Under the Act, a bank holding company and its subsidiaries are prohibited
from engaging in certain tie-in arrangements in connection with any extension or
provision of credit, lease or sale of property or furnishing any service to a
customer on the condition that the customer provide additional credit or service
to the bank, to its bank holding company or any other subsidiaries of its bank
holding
13
company or on the condition that the customer refrain from obtaining credit or
service from a competitor of its bank holding company. Further, the Bank, as a
subsidiary bank of a bank holding company, such as the Corporation, is subject
to certain restrictions on any extensions of credit it provides to the
Corporation or any of its non-bank subsidiaries, investments in the stock or
securities thereof, and on the taking of such stock or securities as collateral
for loans to any borrower.
In addition, the Federal Reserve Board may issue cease and desist orders
against bank holding companies and non-bank subsidiaries to stop actions
believed to present a serious threat to a subsidiary bank. The Federal Reserve
Board also regulates certain debt obligations and changes in control of bank
holding companies.
Under Federal Reserve Board policy, a bank holding company is expected to
act as a source of financial strength to each of its subsidiary banks and to
commit resources, including capital funds during periods of financial stress, to
support each such bank. Although this "source of strength" policy has been
challenged in litigation, the Federal Reserve Board continues to take the
position that it has the authority to enforce it. Consistent with its "source of
strength" policy for subsidiary banks, the Federal Reserve Board has stated
that, as a matter of prudent banking, a bank holding company generally should
not maintain a rate of cash dividends unless its net income available to common
shareholders has been sufficient to fund fully the dividends, and the
prospective rate of earnings retention appears to be consistent with the
company's capital needs, asset quality and overall financial condition.
14
Financial Institutions Reform, Recovery and Enforcement Act
- -----------------------------------------------------------
Following enactment by the United States Congress, on August 9, 1989, the
Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA")
became law. Although the more significant provisions of FIRREA relate to
promoting the economic viability of thrift institutions through more stringent
capital requirements and changes to the regulatory structure of such
institutions, FIRREA also contains provisions that directly affect banks and
bank holding companies, such as the Corporation. First, FIRREA abolished the
Federal Savings and Loan Insurance Corporation and required the Federal Deposit
Insurance Corporation (the "FDIC") to establish two separate funds, the Bank
Insurance Fund ("BIF") to insure banks and the Savings Association Insurance
Fund ("SAIF") to insure savings and loan associations. Second, FIRREA amended
the Act to permit bank holding companies to acquire thrift institutions. Prior
to FIRREA, bank holding companies were permitted to acquire only failing thrift
institutions. FIRREA also abolished the restrictions on tandem operations of
acquired thrift institutions and the in-state preference for acquisitions of
failing thrifts. Finally, FIRREA enhanced the authority of the regulatory
authorities over financial institutions, including banks and bank holding
companies, to regulate more effectively with the entire structure of a bank
holding company.
Federal law also grants to federal banking agencies the power to issue
cease and desist orders when a depository institution or a bank holding company
or an officer or director thereof is engaged in or is about to engage in unsafe
and unsound practices. The Federal Reserve Board may require a bank holding
company, such as the Corporation, to discontinue certain of its activities or
activities of its other subsidiaries, other
15
than the Bank, or divest itself of such subsidiaries if such activities cause
serious risk to the Bank and are inconsistent with the Bank Holding Company Act
or other applicable federal banking laws.
Federal Deposit Insurance Corporation Improvement Act of 1991
-------------------------------------------------------------
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") is legislation designed to reform and provide funding for the deposit
insurance system by, among other things, requiring early intervention and
closure of troubled institutions by the regulatory authorities and the
resolution of failed institutions on the least-cost basis.
The FDICIA substantially alters the deposit insurance assessment process.
The requirement that the FDIC provide at least sixty (60) days notice before
requiring changes to the semiannual insurance assessment has been removed and
the FDIC has the ability to change deposit insurance assessment rates much more
rapidly than in the past. FDICIA grants the FDIC the authority to impose special
"emergency" assessments on member banks at any time if necessary to pay interest
or principal on borrowings or for other appropriate purposes. The FDICIA also
requires the FDIC to establish a risk-based assessment system for the deposit
insurance funds. In addition, the FDICIA establishes capital categories, such
as, "well- capitalized", adequately capitalized, undercapitalized, significantly
undercapitalized, and critically undercapitalized. Under the guidelines
currently issued by the regulators, the Bank is considered "well-capitalized".
16
FDICIA also requires the regulators to place a financial institution under
more intense scrutiny if its capital falls into a lower capital category. In
addition, FDICIA restricts the liquidity that is available, through the Federal
Reserve discount window, to troubled financial institutions and increases the
scope of the regulatory authorities supervisory powers over financial
institutions, including the Bank and Corporation.
Pursuant to federal law, federal regulatory authorities review the
performance of the Corporation and their subsidiaries in meeting the credit
needs of the communities served by the Bank. The applicable federal regulatory
authority considers compliance with this law in connection with applications
for, among other things, approval of branches, branch relocations and
acquisitions of banks and bank holding companies.
Pennsylvania Laws Affecting the Corporation
-------------------------------------------
Pennsylvania Anti-Takeover Legislation
- --------------------------------------
The Corporation is also subject to the Pennsylvania Business Corporation
Law of 1988, as amended and the general business and other laws of the
Commonwealth of Pennsylvania regulating corporations.
The Pennsylvania Legislature passed the Pennsylvania Anti-Takeover Law Act
36 of the 1990 Pennsylvania Legislature ("Act 36") on April 27, 1990 which adds
additional provisions to and amends the law of Pennsylvania concerning business
corporations (the "Corporation Law"). Specifically, Act 36 (i) modifies and
limits the fiduciary obligations of a
17
corporation's directors, withholds voting rights from control shares of
corporation stock until consent of the Corporation's independent shareholders is
obtained at a shareholders meeting, prevents "green mail" by providing for
disgorgement of certain profits by a control person or group within eighteen
(18) months after an attempt to acquire control of a corporation. Act 36 also
provides for severance compensation for certain terminated employees following
control share acquisitions, and regulates the effect of certain business
combinations on labor contracts.
Act 36, which is the Legislature's response to the large volume of hostile
takeovers over recent years, contains provisions which permitted a corporation's
board of directors to "opt-out" of certain provisions of the Act by explicitly
amending the corporation's by-laws on or before July 26, 1990. On July 20, 1990,
the Corporation's Board amended the Corporation's By-Laws to explicitly opt-out
of the provisions of Act 36 which modify and limit a director's fiduciary duty
to the Corporation, withhold voting rights from "control shares" of the
Corporation stock, and provide for disgorgement of certain profits on certain
shares of the Corporation stock by a control person or group within eighteen
months after an attempt to acquire the Corporation's stock. Because the
Corporation's Board of Directors opted out of the provisions of Act 36
concerning fiduciary duty, control share acquisitions, and disgorgement of
profits, the severance compensation and labor contract provisions of Act 36 are
inapplicable to the Corporation.
The Corporation's Board opted-out of those provisions of the Act by
amending the Corporation's By-Laws because it believed and continues to believe
that those provisions of the Act were not in the best economic interests of the
Corporation's shareholders. In addition, the Board
18
believes that, without those provisions of Act 36, the Board has sufficient
flexibility under the applicable law to protect the interest of the
shareholders. As outlined in the Corporation's definitive proxy statement for
the 1992 shareholders' meeting, the Board of Directors recommended that the
Corporation's shareholders ratify and approve the amendment to the Corporation's
By-Laws opting out of Act 36.
Regulation of the Bank
----------------------
The Corporation's Pennsylvania state chartered Bank, The Bryn Mawr Trust
Company, became a member of the Federal Reserve System in May 1995 and is
regulated and supervised by the Pennsylvania Department of Banking (the
"Department of Banking") and the Federal Reserve Board. These agencies regularly
examine the Bank's reserves, loans, investments, management practices and other
aspects of its operations and the Bank must furnish periodic reports to these
agencies.
Department of Banking and Federal Reserve Board Regulations
- -----------------------------------------------------------
The Bank's operations are subject to certain requirements and restrictions
under state and federal laws, including requirements to maintain reserves
against deposits, limitations on the interest rates that may be paid on certain
types of deposits, restrictions on the types and amounts of loans that may be
granted and the interest that may be charged thereon, limitations on the types
of investments that may be made and the types of services which may be offered.
Various consumer laws and regulations also affect the operations of the Bank.
These regulations and laws are intended primarily for the protection of the
Bank's depositors and customers rather than holders of the Corporation's stock.
19
As a bank incorporated under and subject to Pennsylvania banking laws and a
member bank of the Federal Resrve System, the Bank must obtain the prior
approval of the Department of Banking and the Federal Resrve authorities before
establishing a new branch banking office. Depending on the type of bank or
financial institution, a merger of banks located in Pennsylvania are subject to
the prior approval of one or more of the following: the Department of Banking,
the FDIC, the Federal Reserve Board and the Office of the Comptroller of the
Currency. An approval of a merger by the appropriate bank regulatory agency
would depend upon several factors, including whether the merged institution is a
federally insured state bank, a member of the Federal Reserve System, or a
national bank. Additionally, any new branch expansion or merger must comply with
geographical branching restrictions provided by state law. The Pennsylvania
Banking Code permits Pennsylvania banks to establish branches anywhere in the
state.
The Bank is insured by the FDIC, which currently insures the Bank's
deposits to a maximum of $100,000 per deposit. For this protection, each insured
bank pays a semiannual statutory insurance assessment and is subject to certain
rules and regulations of the FDIC. The amount of FDIC assessments paid by
individual insured depository institutions, such as the Bank, is based on their
relative risk as measured by regulatory capital ratios and certain other
factors. Under this system, in establishing the insurance premium assessment for
each bank, the FDIC will take into consideration the probability that the
deposit insurance fund will incur a loss with respect to an institution, and
will charge an institution with perceived higher inherent risks a higher
insurance premium. The FDIC will also consider the different categories and
concentrations of assets and liabilities of the institution, the revenue
20
needs of the deposit insurance fund, and any other factors the FDIC deems
relevant. Under existing regulations the Bank, as well capitalized financial
institiution, is not currently required to pay FDIC insurance premiums on
deposits. A significant increase in the assessment rate or a special additional
assessment with respect to insured deposits could have an adverse impact on the
results of operations and capital levels of the Bank or the Corporation.
Regulation of the Corporation-
Government Monetary Policies
------------------------------
The earnings and operations of the Corporation and its subsidiaries are
affected by the policies of regulatory authorities and legislative changes; in
particular, the policies of the Federal Reserve Board in regulating the money
supply and interest rates. Among the instruments used by the Federal Reserve
Board to implement its objectives are open-market operations in U.S. Government
securities, changes in the discount rate for member bank borrowings, changes in
reserve requirements against bank deposits, and changes with respect to
regulations affecting certain borrowing by banks and their affiliates.
The monetary and fiscal policies of the Federal Reserve Board and the other
regulatory agencies have had, and will probably continue to have, an important
impact on the operating results of the Bank through their power to implement
national monetary policy in order to, among other things, curb inflation or
combat a recession. The monetary policies of the Federal Reserve Board may have
a major effect upon the levels of the Bank's loans, investments and deposits
through the Federal Reserve Board's open market operations in United States
government securities, through its regulation of, among other things, the
discount rate on
21
borrowing of depository institutions, and the reserve requirements against
depository institution deposits. It is not possible to predict the nature and
impact of future changes in monetary and fiscal policies.
The earnings of the Bank and therefore, of the Corporation are affected by
domestic economic conditions, particularly those conditions in the trade area as
well as the monetary and fiscal policies of the United States government and its
agencies.
The Federal Reserve Board also has authority to prohibit a bank holding
company from engaging in any activity or transaction deemed by the Federal
Reserve Board to be an unsafe or unsound practice. The payment of dividends
could, depending upon the financial condition of the Bank or Corporation, be
such an unsafe or unsound practice and the regulatory agencies have indicated
their view that it generally would be an unsafe and unsound practice to pay
dividends except out of current operating earnings. The ability of the Bank to
pay dividends in the future is presently and could be further influenced, among
other things, by applicable capital guidelines discussed below or by bank
regulatory and supervisory policies. The ability of the Bank to make funds
available to the Corporation is also subject to restrictions imposed by federal
law. The amount of other payments by the Bank to the Corporation is subject to
review by regulatory authorities having appropriate authority over the Bank or
Corporation and to certain legal limitations.
The passage of additional legislation by Congress, such as FIRREA or
FDICIA, authorizing additional continuing legal and regulatory supervision of
financial institutions, requiring additional disclosure concerning deposit
transactions and permitting more rapid increases in
22
deposit insurance premiums may increase the cost and the operational expenses
even for efficiently run and well-capitalized financial institutions and may
adversely affect the profit margins of the Bank and the Corporation.
Risk Based Capital Guidelines
- -----------------------------
The Federal Reserve Board has promulgated certain "Risk Based Capital
Guidelines" which more narrowly define bank capital, as it relates to assets,
than do prior regulatory guidelines. Under the new guidelines, various types of
Corporation assets are assigned risk categories and weighted based on their
relative risk. In addition, certain off balance sheet items are translated into
balance sheet equivalents and also weighted according to their potential risk.
The sum of both of these asset categories, referred to as Total Risk Weighted
Assets, is then compared to the Corporation's total capital, providing a Tier I
Capital Ratio, under the new guidelines. A Tier II capital ratio is also
computed for the Corporation, adding an allowable portion of the loan loss
reserve to capital. Both the Tier I and Tier II ratios of the Corporation are in
excess of those minimum capital ratios required as of December 31, 1995 by the
regulators. The focus of the guidelines is to measure the Corporation's capital
risk. The guidelines do not explicitly take into account other risks, such as
interest rate changes or liquidity.
The Bank in its normal business originates off-balance sheet items, such as
outstanding loan commitments and standby letters of credit. The Bank makes loan
commitments to borrowers to assure the borrower of financing by the Bank for a
specified period of time and/or at a
23
specified interest rate. The obligation to the Bank, pursuant to an unfunded
loan commitment, is limited by the terms of the commitment letter issued by the
Bank to each borrower. The Bank carefully reviews outstanding loan commitments
on a periodic basis. A standby letter of credit is an instrument issued by the
Bank which represents an obligation to make payments on certain transactions of
its customers. The Bank carefully evaluates the creditworthiness of each of its
letter of credit customers. The Corporation carefully monitors its risks as
measured by the Risk Capital Guidelines and seeks to adhere to the Risk Capital
Guidelines.
Governmental Policies and Future Legislation
--------------------------------------------
From time to time, various proposals are made in the United States Congress
as well as Pennsylvania legislature and by various bank regulatory authorities
which would alter the powers of, and place restrictions on, different types of
bank organizations. Among current proposals of significance to the Corporation
or its subsidiaries are the continued liberalization of the restrictions on the
acquisition of out-of-state banks by bank holding companies, the expansion of
the powers of banks and thrift institutions, the liberalization of the
restrictions upon the activities in which bank holding companies may engage, the
imposition of limitations on interest rates and service charges, certain
consumer legislation and the requirement to provide certain basic banking
services. It is impossible to predict whether any of the proposals will be
adopted and the impact, if any, of such adoption on the business of the
Corporation or its subsidiaries, especially the Bank.
24
Subsidiaries
- ------------
BMFS is an inactive subsidiary of the Corporation, but is subject subject
to regulation and examination by the Federal Reserve Board and must file
periodic reports with the Federal Reserve Board.
25
ITEM 2. PROPERTIES
------------------
The headquarters of the Corporation and the main office of the Bank are
located in a three story stone front office building, consisting of
approximately 37,000 net usable square feet, located at the main intersection of
Bryn Mawr, Pennsylvania, at Lancaster Avenue and Bryn Mawr Avenue. The main
office of the Bank has been located in Bryn Mawr since its founding in 1889. The
Corporation acquired two additional properties during 1988. The first property,
contiguous to the Bank's main office, houses an expanded drive-up facility and a
new meeting room. The second property, located in Bryn Mawr, became the new
location of the Bank's Trust Division in mid-December, 1989. Both properties are
subject to mortgages as outlined in Note 6 of the Corporation's financial
statements on page 28 of its Annual Report. The Corporation's other properties
are owned free and clear of all liens and encumbrances. Below is a schedule of
all properties owned or leased by the Corporation or its subsidiaries.
The Bank:
- --------
Date Acquired
Current Banking Office Address or Opened
- ---------------------- ------- ---------
Main Office and Principal 801 Lancaster Avenue 1889
Place of Business (owned) Bryn Mawr, PA 19010
Branch Office/Operations 330 E. Lancaster Avenue 1985
Center (owned) Wayne, PA 19087
Branch Office/Admin. 18 W. Eagle Road 1987
Office (owned) Havertown, PA 19083
Branch Office (owned) 312 E. Lancaster Avenue 1979
Wynnewood, PA 19096
Branch Office (owned) N.E. Corner of Lancaster 1986
and Greenwood Avenues
Paoli, PA 19301
26
Date Acquired
Current Banking Office Address or Opened
- ---------------------- ------- ---------
Branch Office (leased) The Quadrangle (1) 1989
month to month basis 3300 Darby Road
Haverford, PA 19041-1095
Branch Office (leased) Waverly Heights, Ltd. (1) 1986
month to month basis Life Care Community
Gladwyne, PA 19035
Branch Office (leased) Martins Run (1) 1987
month to month basis Life Care Community
11 Martins Run
Media, PA 19063
Branch Office (leased) Bellingham (1) 1991
through October 31, 1998 1615 East Boot Road
West Chester, PA 19380
Temporary Agency Remote Villanova University 1969
Facility Campus (2)
Villanova, PA 19085
Branch Office (leased) Radnor Corporate Center (3) 1990
through December 18, 199 Three Radnor Corporate Center
Radnor, PA 19087
Branch Office (leased) Beaumont at Bryn Mawr (1) 1995
through April 16, 1998 Retirement Community
Bryn Mawr, PA 19010
Branch Office (leased) One Tower Bridge (6) 1995
through July 31, 1998 100 Front Street
West Conshohocken, PA 19428
The Corporation:
- ---------------
Date Acquired
Other Facilities Address or Opened
- ---------------- ------- ---------
Walk-in Lobby, Drive-up 813 Bryn Mawr Avenue (4) 1988
Windows, Meeting Room Bryn Mawr, PA 19010
(owned)
Office Building (owned) 10 Bryn Mawr Avenue (5) 1988
Bryn Mawr, PA 19010
27
(1) This branch office has been established primarily to meet the needs of
the residents of the Life Care Community in which it is located.
(2) This temporary agency remote facility consists of two automatic teller
machines primarily for the use of staff and students.
(3) This limited service branch is on the lobby level of a building located
in a five building office complex and has been established primarily to
meet the needs of the occupants of this office building complex. The
lease was renegotiated in 1995 and the square footage was reduced to 551
square feet. The lease expires on December 18, 1998.
(4) This property is contiguous to the Bank's main office, originally housed a
gas station, which was demolished. This property houses a walk-in lobby,
expanded drive-up facility and a new meeting room, put in service in
August, 1990.
(5) This property became the new location of the Bank's Trust Division, in
mid-December, 1989. The Corporation leased the property to the prior owners
on a month-to-month basis through June, 1989.
(6) This limited service branch is on the lobby level of an office building and
has been established to primarily meet the needs of the occupants of the
office building. There is an automatic teller machine located within the
facility. The lease is for 1,250 square feet and expires on January 15,
1999.
28
ITEM 3. LEGAL PROCEEDINGS
-------------------------
Neither the Corporation nor any of its subsidiaries is a party to, nor is
any of their property the subject of, any material legal proceedings other than
ordinary routine litigation incident to their business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------
No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders which is required to be
disclosed pursuant to the instructions contained in the form for this report.
29
PART II
-------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
------------------------------------------------
AND RELATED STOCKHOLDER MATTERS
-------------------------------
Price Range of Shares
1995 1994
High-Low Quotations High-Low Quotations
--------------------------- -------------------------
High Low Dividend High Low Dividend
Quarter Bid Bid Declared Bid Bid Declared
- --------------------------------------- --------------------------
1st $17 1/4 $15 3/8 $0.125 $16 3/4 $15 7/8 $0.075
2nd 18 1/2 17 .125 16 5/8 15 7/8 0.075
3rd 22 3/4 18 .125 16 5/8 15 7/8 0.075
4th 27 1/2 22 3/8 .125 16 5/8 15 7/8 0.10
The approximate number of holders of record of common stock as of December 31,
1995 was 536. The shares are traded on the over-the-counter market, and the
price information was obtained from The National Association of Securities
Dealers (NASD). Prices and dividends paid per share are restated to reflect the
2-for-1 stock split, effective December 29, 1995.
ITEM 6. SELECTED FINANCIAL DATA
-------------------------------
The information required by this Item 6 is incorporated by reference to the
information appearing under the caption "Selected Financial Data" on page 9 of
the Corporation's Annual Report to Shareholders for the year ended December 31,
1995.
30
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
---------------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
The information required by this Item 7 is incorporated by reference to the
information appearing under the caption "Management's Discussion and Analysis of
Financial Condition and Result of Operations" on pages 10 to 21 of the
Corporation's Annual Report to Shareholders for the year ended December 31,
1995.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------
The financial statements and the auditor's report thereon and supplementary
data required by this Item 8 are incorporated by reference on pages 22 to 35 of
the Corporation's Annual Report to Shareholders for the year ended December 31,
1995.
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
-------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
There were no matters which are required to be disclosed in this Item 9
pursuant to the instructions contained in the form for this report.
31
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-----------------------------------------------------------
The information with respect to Directors of the Corporation is
incorporated by reference on pages 6 through 8 of the definitive proxy statement
of the Corporation filed with the Securities and Exchange Commission pursuant to
Regulation 14A.
Executive Officers of the Corporation. Below is certain information with
-------------------------------------
respect to the executive officers of the Corporation and Bank as of March 1,
1996:
AGE AS OF OFFICE WITH THE
NAME MARCH 1, 1996 CORPORATION AND/OR BANK
---- ------------- -----------------------
Robert L. Stevens 58 Chairman, President and
Chief Executive Officer
Director of Corporation
and Bank
Samuel C. Wasson, Jr. 57 Secretary and Director of
Corporation and Bank and
Executive Vice
President of Bank - Loans
Joseph W. Rebl 51 Treasurer of Corporation
and Senior Vice President
and Treasurer of Bank -
Finance
Robert J. Ricciardi 47 Vice President of the
Corporation and Executive
Vice President of
Bank - Community Banking
Paul M. Kistler, Jr. 59 Senior Vice President of
Bank- Human Resources,
Facilities and Marketing
Thomas M. Petro 37 Senior Vice President of
Bank- Information
Management
Peter H. Havens 41 Executive Vice President
of Bank- Trust and
Director of Bank and
Corporation
32
Joseph G. Keefer 37 Senior Vice President of
Bank - Commercial and
Real Estate Lending
Donald B. Krieble 52 Senior Vice President of
Bank- Consumer Credit
Services
Leo M. Stenson 45 Vice President and Auditor
of Bank
Mr. Stevens was employed by the Bank in 1960 and elected an Assistant
Treasurer in 1962. He was elected an Executive Vice President with
responsibility for lending functions in 1968. He was elected a director in 1974
and was elected President and Chief Executive Officer of the Bank, effective
January 1, 1980. Upon the formation of the Corporation in 1986, he was appointed
the President and Chief Executive Officer and a director. In December, 1995, Mr.
Stevens was appointed Chairman, President and Chief Executive Officer of the
Bank and Corporation.
Mr. Wasson was employed by the Bank in 1966. Later that year he was elected
an Assistant Treasurer. He was elected a Vice President in 1969 and in 1980 was
elected Treasurer of the Bank. In 1981, Mr. Wasson was elected a Senior Vice
President and elected a director of the Bank and upon the formation of the
Corporation in 1986, he was elected a Vice President and director of the
Corporation. In January, 1992, he was elected Secretary of the Corporation and
Bank and relinquished the title of Vice President of the Corporation. In
November, 1993, he was elected Executive Vice President of the Bank.
Mr. Ricciardi was employed by the Bank in 1971 and elected an Assistant
Treasurer in 1973. Mr. Ricciardi was elected an Assistant Vice President of the
Bank in 1976 and a Vice President in 1981. In 1989, Mr. Ricciardi was elected
Senior Vice President of Real Estate Lending. In November, 1993, he was elected
Executive Vice President and assumed responsibility for the Bank's Community
Banking Division.
33
Mr. Rebl was employed by the Bank and elected its Comptroller in 1981. He
was elected Vice President and Comptroller in 1983 and Senior Vice President in
1987. Upon the formation of the Corporation in 1986, Mr. Rebl was elected
Treasurer of the Corporation. In 1992, Mr. Rebl was designated the Bank's Senior
Vice President - Finance. In 1994 Mr. Rebl was designated Treasurer of the Bank.
Mr. Kistler was retained by the Bank as a human resources consultant in
November 1992 and was appointed Senior Vice President of Human Resources,
Facilities and Marketing in January 1993. From 1976 to 1992, Mr. Kistler was
employed by Philadelphia National Bank (now merged into CoreStates Bank, N.A.)
in various capacities including Senior Vice President- Human Resource Manager,
Secretary of the Board of Directors, CoreStates Financial Corporation as Manager
and CoreSearch as a consultant.
Mr. Petro was appointed a Vice President of the Bank in January 1992 and
Senior Vice President- Information Management in November, 1993. Mr. Petro was
the President of PRC from its formation in June 1990 until it ceased operations
in December, 1992. Formerly, since August 1986, Mr. Petro was Assistant Vice
President and Manager - Banking Group of Management Science Associates, Inc.
From November 1981 to August 1986, Mr. Petro was Product Manager for Mellon
Bank's DataCenter.
Mr. Havens was employed by the Bank on May 1, 1995 as the Executive Vice
President in charge of the Trust Division of the Bank. Prior to joining the
Bank, Mr. Havens was manager of Kewanee Enterprises, a private investment
company since April of 1982. Mr. Havens has been a director of the Bank and the
Corporation since 1986.
Mr. Keefer was employed by the Bank in March, 1991 as Vice President-
Commercial Lending and was designated an executive officer of the Bank effective
January 1, 1992. In June, 1994, Mr. Keefer was designated Senior Vice President
of Commercial and Real Estate Lending. Mr. Keefer was
34
employed by First Pennsylvania Bank N.A. (now merged into CoreStates Bank, N.A.)
since 1980 in various lending capacities including Divisional Vice President.
Mr. Krieble was employed by the Bank as Vice President of Consumer Services
in August 1992 and was designated as Senior Vice President of Consumer Credit
Lending in June, 1994. Formerly Mr. Krieble was a Senior Vice President-consumer
loan administration with Meridian Bank since 1968.
Mr. Stenson was employed by the Bank as Auditor in 1982, was elected Vice
President and Auditor in 1987 and was formerly an Assistant VicePresident of
Western Savings Bank.
None of the above executive officers has any family relationship with any
other executive officer or with any director of the Corporation or Bank.
35
ITEM 11. EXECUTIVE COMPENSATION
-------------------------------
The information required by this Item 11 is incorporated by reference on
pages 8 through 18 of the definitive proxy statement of the Corporation, filed
with the Securities and Exchange Commission pursuant to Regulation 14A.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
-------------------------------------------------
OWNERS AND MANAGEMENT
---------------------
The information required by this Item 12 is incorporated by reference on
page 2, and pages 6 through 8 of the Corporation's definitive proxy statement,
filed with the Securities and Exchange Commission pursuant to Regulation 14A.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------
There were no relationships or transactions required to be disclosed in
this Item 13 pursuant to the instructions contained in the form for this report,
as discussed on page 16 of the Corporation's definitive proxy statement, filed
with the Securities and Exchange Commission pursuant to Regulation 14A.
36
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
------------------------------------------------
AND REPORTS ON FORM 8-K
-----------------------
(a) The following exhibits are filed as a part of this report.
EXHIBIT TABLE
-------------
3 - Articles of Incorporation and By-Laws
-------------------------------------------
(A) Articles of Incorporation, effective August 8, 1986, are incorporated
by reference to Form S-4 of the Registrant, No. 33-9001.
(B) By-Laws of the Registrant, as amended July 20, 1990, is incorporated
by reference to the Corporation's 10-K, filed with the Securities and
Exchange Commission on March 26, 1991.
4 - Instruments defining the rights of security holders
-------------------------------------------------------
Articles of Incorporation and By-Laws: See Item 3(A) & (B) above.
10 - Material Contracts
-----------------------
(A) Agreement dated December 31, 1990, between The Bryn Mawr Trust Company
and Mellon Bank, N.A. is incorporated by reference to the
Corporation's 10-K, filed with the Securities and Exchange Commission
on March 26, 1991.
(B) Mortgage dated December 16, 1988 between Fidelity Mutual Life
Insurance Company and Bryn Mawr Bank Corporation is incorporated by
reference to the Corporation's 10-K, filed with the Securities and
Exchange Commission on March 28, 1990.
(C) Mortgage dated May 18, 1988 between John A. Sparta and Helen M. Sparta
of the one part and Bryn Mawr Bank Corporation of the other part, is
incorporated by reference to the Corporation's 10-K, filed with the
Securities and Exchange Commissions on March 28, 1990.
(D) Agreement dated December 20, 1990 between Bryn Mawr Bank Corporation
and Profit Research Consulting, Inc., is incorporated
37
by reference to the Corporation's 10-K, filed with the Securities and
Exchange Commissions on March 28, 1990.
(E) Letter of Understanding dated December 20, 1990, between Bryn Mawr
Bank Corporation and Profit Research Group, Inc., is incorporated by
reference to the Corporation's 10-K, filed with the Securities and
Exchange Commissions on March 28, 1990.
(F) License Agreement dated December 20, 1990, between Profit Research
Consulting, Inc. and Profit Research Group, Inc., is incorporated by
reference to the Corporation's 10-K, filed with the Securities and
Exchange Commissions on March 28, 1990.
(G) License Agreement dated December 30, 1994, between Bryn Mawr Bank
Corporation and FIserv Cir, Inc. is incorporated by reference to
the Corporation's 10-K, filed with the Securities and Exchange
Commission on March 31, 1995.
13. - Annual Report to Security Holders
---------------------------------
The Registrant's 1995 Annual Report to Shareholders is attached
herewith as Exhibit 13. Such Annual Report, except for the portions
thereof that are expressly incorporated by reference herein, is only
furnished for the information of the Securities and Exchange
Commission and is not deemed to be filed as a part of this Form 10-K.
22 - Subsidiaries of the Registrant
-----------------------------------
Name State of Incorporation
---- ----------------------
The Bryn Mawr Trust Company Pennsylvania
Bryn Mawr Financial Services, Inc. Pennsylvania
23 - Consent of Experts
------------------
Consent of Certified Public Accountants filed herewith as Exhibit
23.
99 - Portions of the Proxy Statement
-------------------------------
Excerpts from the Registrant's Proxy Statement for its 1996 Annual
Meeting to be held on April 16, 1996 are filed herewith as Exhibit 99.
38
(b) No reports on Form 8-K were filed by the Registrant during the quarter
ended December 31, 1995.
39
INDEX TO FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
-----------------------------------------------------
The report of Independent Certified Public Accountants as pertaining to
the Consolidated Financial Statements of Bryn Mawr Bank Corporation
and related notes is incorporated by reference to page 35 of the
Corporation's 1995 Annual Report to Shareholders.
Consolidated Financial Statements and related notes are incorporated by
reference to the Corporation's 1995 Annual Report to Shareholders, and
may be found on the pages of said Report as indicated in the
parenthesis:
Balance Sheets, December 31, 1995 and 1994 (page 22)
Statements of Income for the years ended December 31, 1995, 1994
and 1993 (page 23)
Statements of Changes in Shareholders' Equity for the years ended
December 31, 1995, 1994 and 1993 (page 25)
Statements of Cash Flows for the years ended December 31, 1995, 1994
and 1993 (page 24)
Notes to Financial Statements (pages 26 to 34)
Supplementary Data:
Quarterly Results of Operations are incorporated by reference to the in
formation under the caption "Selected quarterly financial data
(unaudited)", in Note 14 on page 33 of the Corporation's Annual Report
to Shareholders for the fiscal years ended December 31, 1995 and 1994.
Financial Statement Schedules are omitted because of the absence of the
conditions under which they are required or because the information
called for is included in the Consolidated Financial Statements or
notes thereto.
Exhibits:
For information regarding exhibits, including those incorporated by reference,
see pages 37 through 40 of this report.
40
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Corporation and
in the capacities and on the date indicated.
NAME TITLE DATE
---- ----- ----
\s\ Robert L. Stevens Chairman, President March 29, 1996
- ------------------------------ and Chief Executive ---
Robert L. Stevens Officer (Principal Executive
Officer) and Director
\s\ Joseph W. Rebl
- ----------------------------- Treasurer (Principal March 29, 1996
Joseph W. Rebl Financial and Principal ---
Accounting Officer)
/s/ Darrell J. Bell
- ----------------------------- Director March 29, 1996
Darrell J. Bell ---
\s\ Richard B. Cuff
- ----------------------------- Director March 29, 1996
Richard B. Cuff ---
- ----------------------------- Director March , 1996
Warren W. Deakins ---
\s\ Eleanor Carson Donato
- ----------------------------- Director March 29, 1996
Eleanor Carson Donato ---
- ----------------------------- Director March , 1996
William Harral III ---
- ----------------------------- Director March , 1996
Peter H. Havens ---
\s\ Sherman R. Reed, 3rd
- ----------------------------- Director March 29, 1996
Sherman R. Reed, 3rd ---
41
NAME TITLE DATE
---- ----- ----
\s\ Phyllis M. Shea
- ----------------------------- Director March 29, 1996
Phyllis M. Shea ---
\s\ B. Loyall Taylor, Jr.
- ----------------------------- Director March 29, 1996
B. Loyall Taylor, Jr. ---
\s\ Samuel C. Wasson, Jr.
- ----------------------------- Director March 29, 1996
Samuel C. Wasson, Jr. ---
\s\ Thomas A. Williams
- ----------------------------- Director March 29, 1996
Thomas A. Williams ---
42