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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THIS
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________________ to ________________
Commission file number 0-14289
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GREENE COUNTY BANCSHARES, INC.
------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 62-1222567
- ----------------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
100 North Main Street, Greeneville,
Tennessee 37743
- ----------------------------------------- ---------------------------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (423) 639-5111.
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $10.00 per share
----------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of 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. [ ]
The registrant's voting stock is not regularly and actively traded in any
established market, and there are no regularly quoted bid and asked prices for
the registrant's common stock. Based upon recent negotiated trading of the
common stock at a price of $225 per share, the registrant believes that the
aggregate market value of the voting stock on March 24, 1997 was
$101.59 million. For purposes of this calculation, it is assumed that directors,
officers and beneficial owners of more than 5% of the registrant's outstanding
voting stock are not affiliates. On such date, 451,500 shares of the common
stock were issued and 451,500 shares were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The following lists the documents incorporated by reference and the Part of
the Form 10-K into which the document is incorporated:
1. Portions of the Annual Report to Shareholders for the fiscal year ended
December 31, 1996. (Parts I and II)
2. Portions of Proxy Statement for 1997 Annual Meeting of Shareholders.
(Part III)
PART I
ITEM 1. BUSINESS
THE COMPANY
Greene County Bancshares, Inc. (the "Company") is a Tennessee corporation that
serves as the bank holding company and sole stockholder for Greene County Bank
("GCB") and Premier Bank of East Tennessee ("Premier Bank"), both of which are
Tennessee-chartered commercial banks. GCB and Premier Bank are referred to
herein as the "Banks." The Company also wholly-owned American Fidelity Bank,
which was merged into GCB during 1996.
The Company's assets consist primarily of its investment in the Banks, liquid
investments and fixed assets. Its primary activities are conducted through the
Banks. At December 31, 1996, the Company's consolidated total assets were $478.0
million, its consolidated net loans were $381.3 million, its total deposits were
$408.7 million and its total stockholders' equity were $45.7 million.
The principal executive offices of the Company are located at 100 North Main,
Greeneville, Tennessee 37743 and its telephone number is (423) 639-5111.
GREENE COUNTY BANK
GCB is a Tennessee-chartered commercial bank established in 1890 and which has
its principal executive offices located in Greeneville, Tennessee. The principal
business of GCB consists of attracting deposits from the general public and
investing those funds, together with funds generated from operations and from
principal and interest payments on loans, primarily in commercial loans,
commercial real estate loans, consumer loans and single-family mortgage loans.
GCB also provides trust, collection and other banking services, including
separate finance, mortgage and acceptance corporations. At December 31, 1996,
Greene County Bank had seven full service banking offices located in Greene
County, Tennessee; three full service banking offices located in Washington
County, Tennessee; two full service banking offices located in Blount County,
Tennessee, two full service banking offices located in Hamblen County,
Tennessee, and full service banking offices located in Sullivan County, Knox
County and Hawkins County, Tennessee.
GCB also conducts separate businesses through three wholly-owned subsidiaries.
Through its wholly-owned subsidiary, Superior Financial Services, Inc., GCB also
operates six consumer finance company offices located in Greene, Hamblen,
Blount, Washington, Sullivan and McMinn Counties, Tennessee. Through its
wholly-owned subsidiary, Superior Mortgage Company, GCB operates a mortgage
banking operation through its sole office in Knox County, Tennessee and through
its representatives located throughout the Company's branch system. In December
1996, the Company created a new subsidiary, GCB Acceptance Corporation, as a
wholly-owned subsidiary of GCB, to make car loans beginning in 1997 to consumers
with less than perfect credit history (also known as sub-prime lending). Each of
these subsidiaries are continuing to develop but do not yet contribute in any
significant manner to the operating results of the Company.
PREMIER BANK OF EAST TENNESSEE
Premier Bank is a Tennessee-chartered commercial bank established in 1911 as
the Bank of Niota and which has its principal executive offices in Niota,
Tennessee. The primary business of Premier Bank consists of attracting deposits
from its primary market area and investing those deposits, together with funds
generated from operations, in consumer, single-family mortgage and small
business loans. Premier Bank conducts its business from a main office located in
Niota, Tennessee which operates under the trade name "Bank of Niota" and a
second office in Athens, Tennessee which operates under the trade name "Bank of
Athens."
1
Premier Bank was acquired upon the acquisition of its parent company, Premier
Bancshares, Inc. ("Premier"), by the Company on January 1, 1996. At that time,
Premier had assets of approximately $24.2 million, deposits of approximately
$22.0 million and stockholders' equity of approximately $1.7 million. The
purchase price of Premier was $3,140,000, consisting of cash of $708,582 and the
Company's promissory notes to the sellers in the aggregate principal amount of
$2,431,418, plus $230,000 for non-compete agreements with the sellers. The
transaction was accounted for as a purchase. On March 29, 1996, Premier was
merged with and into the Company, with the Company as the survivor, and Premier
Bank became a wholly-owned subsidiary of the Company.
Deposits of the Banks are insured by the Bank Insurance Fund ("BIF") of the
Federal Deposit Insurance Corporation ("FDIC") to a maximum of $100,000 for each
insured depositor. The Banks are subject to supervision and regulation by the
Tennessee Department of Financial Institutions (the "Banking Department") and
the FDIC. See "Regulation, Supervision and Governmental Policy."
LENDING ACTIVITIES
General. The loan portfolio of the Company is comprised of mortgage
-------
installment loans, commercial loans, real estate loans and consumer loans. Such
loans are originated within the Company's market area of east Tennessee and are
generally secured by residential or commercial real estate or business or
personal property located in the east Tennessee counties of Greene, Washington,
Hamblen, Sullivan, Hawkins, Blount, Knox and McMinn Counties, Tennessee.
Loan Composition. The following table sets forth the composition of the
----------------
Company's loans for the periods indicated.
AT DECEMBER 31,
----------------------------------------------------
1996 1995 1994 1993 1992
--------- --------- --------- --------- -----------
(In Thousands)
Commercial ........... $ 97,340 $ 75,503 $ 56,754 $ 51,533 $ 46,391
Commercial real
estate .............. 97,990 73,720 63,499 44,050 35,838
Mortgage
installment ......... 108,878 92,276 79,705 63,605 61,237
Installment real
estate............... 11,354 556 712 733 930
Installment
consumer ............ 71,354 55,876 44,025 38,249 41,887
Other ................ 5,389 2,772 2,832 1,246 532
-------- -------- -------- -------- --------
Total loans ........ $392,305 $300,703 $247,527 $199,416 $186,815
Less: Unearned
discount............. (3,702) (2,215) (2,827) (4,227) (5,275)
Allowance for loan
losses........... (7,331) (4,654) (3,447) (3,062) (2,529)
-------- -------- -------- -------- --------
Total loans, net ..... $381,272 $293,834 $241,253 $192,127 $179,011
======== ======== ======== ======== ========
2
Loan Maturities. The following table reflects at December 31, 1996 the dollar
---------------
amount of loans maturing or subject to rate adjustment based on their
contractual terms to maturity. Loans with fixed rates are reflected based upon
the contractual repayment schedule while loans with variable interest rates are
reflected based upon the contractual repayment schedule up to the contractual
rate adjustment date. Demand loans, loans having no stated schedule of
repayments and loans having no stated maturity are reported as due within three
months.
DUE IN ONE DUE AFTER ONE YEAR DUE AFTER
YEAR OR LESS THROUGH FIVE YEARS FIVE YEARS TOTAL
------------ ------------------ ----------- --------------
(IN THOUSANDS)
Commercial ........... $ 47,507,875 $ 37,491,308 $12,340,891 $ 97,340,074
Commercial real
estate .............. 57,376,203 19,947,970 20,665,642 97,989,815
Mortgage installment . 14,789,007 56,681,030 37,408,187 108,878,224
Installment real
estate............... 7,655,910 4,651,375 4,435,768 16,743,053
Installment consumer . 25,072,838 44,488,354 1,792,890 71,354,082
------------ ------------ ----------- ------------
$152,401,833 $163,260,037 $76,643,378 $392,305,248
============ ============ =========== ============
The following table sets forth the dollar amount of the loans maturing
subsequent to the year ending December 31, 1997 between those with predetermined
interest rates and those with floating or adjustable interest rates.
PREDETERMINED FLOATING OR
RATES ADJUSTABLE RATES TOTAL
------------- ---------------- --------------
(IN THOUSANDS)
Commercial ................... $ 23,070,586 $29,861,616 $ 52,932,202
Commercial real estate ....... 11,518,917 25,011,509 36,530,426
Mortgage installment ......... 57,479,472 27,208,994 84,688,466
Installment real estate ...... 11,906,752 4,836,300 16,743,052
Installment consumer ......... 48,483,615 525,654 49,009,269
------------ ----------- ------------
$152,459,342 $87,444,073 $239,903,415
------------ ----------- ------------
Commercial Loans. The Company's principal lending activities include the
----------------
origination of commercial loans in the Company's primary lending area.
Commercial loans are made for a variety of business purposes, including working
capital, inventory and equipment and capital expansion. At December 31, 1996,
commercial loans outstanding totaled $97.3 million, or 25.5% of the Company's
total net loan portfolio. The terms for commercial loans are generally one to
seven years. Commercial loan applications must be supported by current financial
information on the borrower and, where appropriate, by adequate collateral.
Commercial loans are generally underwritten by addressing cash flow (debt
service coverage), primary and secondary sources of repayment, financial
strength of any guarantor, liquidity, leverage, management experience, ownership
structure, economic conditions and industry-specific trends and collateral. The
loan to value ratio depends on the type of collateral. Generally speaking,
accounts receivable are financed at 60% of accounts receivable less than 90 days
past due. If other collateral is taken to support the loan, the loan to value of
accounts receivable may approach 85%. Inventory financing will range between 10%
and 25% depending on the borrower and nature of inventory. The Company requires
a first lien position for such loans. These types of loans are generally
considered to be a higher credit risk than other loans originated by the
Company.
Commercial Real Estate Loans. The Company originates commercial loans,
----------------------------
generally to existing business customers, secured by real estate located in the
Company's market area. At December 31, 1996, commercial real estate loans
totaled $98.0 million, or 25.7% of the Company's total net loan portfolio. The
terms of such loans are generally for ten to twenty years and are priced based
in part upon the New York prime rate, as reported in The
3
Wall Street Journal. Commercial real estate loans are generally underwritten by
addressing cash flow (debt service coverage), primary and secondary source of
repayment, financial strength of any guarantor, strength of the tenant (if any),
liquidity, leverage, management experience, ownership structure, economic
conditions and industry specific trends and collateral. Generally, the Company
will loan up to 80% of the value of improved property, 65% of the value of raw
land and 75% of the value of undeveloped land. A first lien on the property and
assignment of lease is required if the collateral is rental property, with
second lien positions considered on a case by case basis.
Mortgage Installment Loans. The Company also originates one-to-four family,
--------------------------
owner-occupied residential mortgage loans secured by property located in the
Company's primary market area. The majority of the Company's residential
mortgage loans consists of loans secured by owner-occupied, single-family
residences. At December 31, 1996, the Company had $108.9 million, or 28.6% of
its total net loan portfolio, in mortgage installment loans. The Company also
originates, to a limited extent, installment real estate loans for other types
of real estate acquisitions. Mortgage installment and installment real estate
loans generally have a loan to value ratio of 85%. These loans are underwritten
by giving consideration to the ability to pay, stability of employment or source
of income, credit history and loan to value ratio.
Installment Consumer Loans. At December 31, 1996, the Company's installment
--------------------------
consumer loan portfolio totaled $71.4 million, or 18.7% of the Company's total
net loan portfolio. The Company's consumer loan portfolio is comprised of
unsecured personal notes and loans secured by durable goods. Although personal
loans tend to have a higher risk of default than other loans, management
believes that its loan loss experience with its personal loan portfolio is
within allowable limits. However, the performance of such loans will be affected
by the local and regional economy as well as the rates of personal bankruptcies,
job loss, divorce and other individual-specific characteristics.
Non-accrual, Past Due, Restructured and Potential Problem Loans. The Company
---------------------------------------------------------------
classifies its problem loans into four categories: non-accrual loans, past-due
loans, restructured loans, and potential problem loans.
When management determines that a loan no longer meets the criteria for
performing loans and that collection of interest appears doubtful, the loan is
placed on non-accrual status. All loans which are 90 days past due are
considered non-accrual, unless they are adequately secured and there is
reasonable assurance of full collection of principal and interest. Management
closely monitors all loans which are contractually 90 days past due,
restructured or on non-accrual status. Non-accrual loans which are 120 days past
due without assurance of repayment are charged off.
The following table sets forth information with respect to the Company's
non-performing assets at the dates indicated. At these dates, the Company did
not have any restructured loans within the meaning of Statement of Financial
Accounting Standards No. 15.
AT DECEMBER 31,
--------------------------------------
1996 1995 1994 1993 1992
------ ------ ------ ------ --------
(IN THOUSANDS)
Loans accounted for on a non-accrual
basis............................... $ 616 $ 902 $ 649 $ 554 $ 742
Accruing loans which are
contractually past due 90 days or
more as to interest or principal
payments............................ 1,486 1,044 656 3,256 1,459
------ ------ ------ ------ ------
Total non-performing loans .......... 2,102 1,946 1,305 3,810 2,201
Real estate owned ................... 223 122 85 1,014 2,367
------ ------ ------ ------ ------
Total non-performing assets ......... $2,325 $2,068 $1,390 $4,824 $4,568
====== ====== ====== ====== ======
4
If non-accrual loans at December 31, 1996 had been current according to their
original terms and had been outstanding throughout 1996, or since origination if
originated during the year, interest income on these loans would have been
$169,000. Interest actually recognized on these loans during 1996 was not
significant.
At December 31, 1996, the Company had approximately $5.1 million in loans
which are not currently classified as non-accrual, 90 days past due or
restructured and where known information about possible credit problems of
borrowers caused management to have serious concerns as to the ability of the
borrowers to comply with present loan repayment terms. Such loans were
classified as substandard by the Company and comprised various commercial and
commercial real estate loans, including a $1.9 million commercial real estate
loan secured by a motel and a $1.2 million group of commercial and commercial
real estate loans to a single borrower secured by commercial real estate and
equipment. For further information, see Note 1 of Notes to Consolidated
Financial Statements.
Allowance for Loan Losses. The allowance for loan losses is maintained at a
-------------------------
level which, in management's opinion, is adequate to absorb all potential losses
on loans then present in the loan portfolio. The amount of the allowance is
affected by: (1) loan charge-offs, which decrease the allowance; (2) recoveries
on loans previously charged-off, which increase the allowance; and (3) the
provision of possible loan losses charged to income, which increase the
allowance. In determining the provision for possible loan losses, it is
necessary for management to monitor fluctuations in the allowance resulting from
actual charge-offs and recoveries, and to periodically review the size and
composition of the loan portfolio in light of current and anticipated economic
conditions in an effort to evaluate portfolio risks. If actual losses exceed the
amount of the allowance for loan losses, earnings of the Company could be
adversely affected. The amount of the provision is based on management's
judgment of those risks and therefore the allowance represents general, rather
than specific, reserves.
5
The following is a summary of activity in the allowance for loan losses for
the periods indicated:
YEAR ENDED DECEMBER 31,
--------------------------------------------------
1996 1995 1994 1993 1992
--------- --------- --------- -------- -----------
(In Thousands)
Balance at beginning of
year.................. $ 4,654 $ 3,447 $ 3,062 $2,529 $ 1,862
Charge-offs:
Commercial, industrial
and construction
loans ................ (194) (26) (103) (50) (385)
Installment loans ..... (1,431) (646) (1,256) (457) (744)
------- ------- ------- ------ -------
Total charge-offs ... (1,625) (672) (1,359) (507) (1,129)
Recoveries:
Commercial, industrial
and construction
loans ................ 62 9 199 57 95
Installment loans ..... 826 447 551 149 90
------- ------- ------- ------ -------
Total recoveries .... 888 456 750 206 185
Net charge-offs ....... (737) (216) (609) (301) (944)
Additions charged to
operations............ 2,973 1,423 994 834 1,611
Balances acquired in
acquisition of Premier
Bank.................. 440 -- -- -- --
------- ------- ------- ------ -------
Balance at end of
year ................. $ 7,330 $ 4,654 $ 3,447 $3,062 $ 2,529
======= ======= ======= ====== =======
Ratio of net
charge-offs to average
loans outstanding, net
of unearned discount,
during the period .... 0.21 % 0.08 % 0.28 % 0.16 % 0.55 %
======= ======= ======= ====== =======
Ratio of allowance for
loan losses to
non-performing
loans ................ 348.72 % 239.16 % 264.14 % 80.37 % 114.90 %
Ratio of allowance for
loan losses to total
loans................. 1.87 % 1.55 % 1.39 % 1.54 % 1.35 %
The following table presents an allocation of the Company's allowance for loan
losses at the dates indicated and the percentage of loans represented by each
category to total loans:
AT DECEMBER 31,
--------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992
------------------------ --------------- --------------- --------------- ---------------
% AMOUNT % AMOUNT % AMOUNT % AMOUNT % AMOUNT
----------- ----------- ------ ------- ------ ------- ------ ------- ------ ---------
(Dollars in thousands)
Commercial, industrial and
construction loans ....... 49.78% $3,650 49.6% $2,042 48.6% $1,758 47.9% $1,317 44.0% $1,109
Installment loans ......... 50.22 3,681 50.4 2,612 51.4 1,689 52.1 1,745 56.0 1,420
------ ------ ----- ------ ----- ------ ----- ------ ----- ------
Total Allowance ......... 100.00% $7,331 100.0% $4,654 100.0% $3,447 100.0% $3,062 100.0% $2,529
====== ====== ===== ====== ===== ====== ===== ====== ===== ======
INVESTMENT ACTIVITIES
General. The Company maintains a portfolio of investments to provide liquidity
-------
and an additional source of income.
6
Securities by Category. The following table sets forth the amount of
----------------------
securities by major categories held by the Company at December 31, 1996, 1995
and 1994.
AT DECEMBER 31,
-----------------------
1996 1995 1994
------ ------ ---------
(IN THOUSANDS)
Investment Securities:
Federal agency obligations ......................... $ -- $ -- $21,992
Obligations of states and political subdivisions ... 9,456 9,375 9,415
Corporate and other securities ..................... -- -- 858
------ ------ -------
$9,456 $9,375 $32,265
====== ====== ========
AT DECEMBER 31,
-------------------------
1996 1995 1994
------- ------- ---------
(IN THOUSANDS)
Securities Available for Sale:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies ............ $39,337 $59,834 $38,102
Obligations of states and political subdivisions . 1,329 -- 7
Corporate and other securities ................... 2,259 1,066 --
------- ------- -------
$42,925 $60,900 $38,109
======= ======= ========
For information regarding the amortized cost of securities at December 31,
1996, 1995 and 1994, see Note 3 of Notes to Consolidated Financial Statements.
Maturity Distributions of Securities. The following table sets forth the
------------------------------------
distributions of maturities of securities at amortized cost as of December 31,
1996.
DUE IN ONE DUE AFTER ONE YEAR DUE AFTER FIVE YEARS DUE
YEAR OR LESS THROUGH FIVE YEARS THROUGH TEN YEARS AFTER TEN YEARS TOTAL
------------ ------------------ -------------------- --------------- ----------
(DOLLARS IN THOUSANDS)
U.S. treasury
securities--available
for sale ............... $ 597 $ 2,400 $ -- $ -- $ 2,997
Federal agency
obligations--available
for sale ............... 1,972 4,648 7,442 22,351 36,413
Obligations of state and
political
subdivisions--available
for sale ............... 200 620 524 -- 1,344
Obligations of state and
political
subdivisions--held to
maturity................ 1,805 6,732 520 400 9,457
Other
securities--available
for sale ............... -- -- -- 2,259 2,259
------ ------- ------ ------- -------
4,574 14,400 8,486 25,010 52,470
Market value adjustment
on available for sale
securities.............. 15 41 20 (165) (89)
------ ------- ------ ------- -------
$4,589 $14,441 $8,506 $24,845 $52,381
====== ======= ====== ======= =======
Weighted Average
Yield(%)(1)............. 5.43% 5.27% 6.49% 6.77% 6.19%
====== ======= ====== ======= =======
Expected maturities may differ from contractual maturities because borrowers
may have the right to call or prepay obligations with or without call or
prepayment penalties. For information regarding the amortized cost
7
and approximate market value of securities at December 31, 1996, by contractual
maturity, see Note 3 of Notes to Consolidated Financial Statements.
DEPOSITS
Deposits are the primary source of funds for the Company. Such deposits
consist of checking accounts, regular savings deposits, NOW accounts, Money
Market Accounts, market rate Certificates of Deposit. Deposits are attracted
from individuals, partnerships and corporations in the Company's market area. In
addition, the Company obtains deposits from state and local entities and, to a
lesser extent, U.S. Government and other depository institutions. The Company
does not accept brokered deposits.
The following table sets forth the average balances and average interest rates
based on daily balances for deposits for the periods indicated.
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------
1996 1995 1994
------------------------ ----------------- -----------------
AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
DEPOSITS RATE DEPOSITS RATE DEPOSITS RATE
------------ ----------- -------- ------- -------- ---------
(DOLLARS IN THOUSANDS)
Non-interest bearing
demand deposits ..... $ 30,945 --% $ 24,424 --% $ 21,292 --%
Interest bearing
demand deposits ..... 105,386 2.23 91,407 2.40 95,066 2.29
Savings deposits ..... 45,491 2.61 38,638 2.50 41,183 2.43
Time deposits ........ 207,441 5.61 172,627 5.71 120,927 4.01
-------- -------- --------
Total deposits ..... $389,263 $327,096 $278,468
======== ======== ========
The following table indicates the amount of the Company's certificates of
deposit and other time deposits of $100,000 or more by time remaining until
maturity as of December 31, 1996.
CERTIFICATES OF OTHER TIME
MATURITY PERIOD DEPOSITS DEPOSITS
- ------------------------------------------------- --------------- ------------
(IN THOUSANDS)
Three months or less ............................ $13,234 $1,433
Over three through six months ................... 8,722 --
Over six through twelve months .................. 16,006 --
Over twelve months .............................. 8,156 --
------- ------
Total ......................................... $46,118 $1,433
======= ======
COMPETITION
In order to compete effectively, the Company relies substantially on local
commercial activity; personal contacts by its directors, officers, other
employees and shareholders; personalized services; and its reputation in the
communities it serves.
According to recent data as of June 30, 1996 supplied by the Tennessee Bankers
Association, GCB ranked as the largest financial institution in its market area,
which includes Greene, Hamblen, Washington and Blount Counties and portions of
Cocke, Hawkins, Jefferson and Knox Counties. In Greene County, there are seven
commercial banks, operating 22 branches and holding an aggregate of
approximately $580 million in deposits as of December 31, 1996. Through Premier
Bank, the Company also competes with five commercial banks and one savings bank
in McMinn County, Tennessee.
8
Under the federal Bank Holding Company Act of 1956 (the "Holding Company
Act"), as amended by the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Riegle-Neal Act"), Tennessee banks and their holding companies
may be acquired by out-of-state banks or their holding companies, and Tennessee
banks and their holding companies may acquire out-of-state banks without regard
to whether the transaction is prohibited by the laws of any state. In addition,
the Riegle-Neal Act authorizes the federal banking agencies, effective June 1,
1997, to approve interstate merger transactions without regard to whether such
transactions are prohibited by the law of any state, unless the home state of
one of the banks opts out of the Riegle-Neal Act by adopting a law that applies
equally to all out-of-state banks and expressly prohibits merger transactions
involving out-of-state banks. The effect of the Riegle-Neal Act may be to
increase competition within the State of Tennessee among banking institutions
located in Tennessee and from banking companies located anywhere in the country.
EMPLOYEES
As of December 31, 1996, the Company employed 233 persons. None of the
Company's employees are presently represented by a union or covered under a
collective bargaining agreement. Management of the Company considers relations
with employees to be good.
REGULATION, SUPERVISION AND GOVERNMENTAL POLICY
The following is a brief summary of certain statutes, rules and regulations
affecting the Company and the Banks. A number of other statutes and regulations
have an impact on their operations. The following summary of applicable statutes
and regulations does not purport to be complete and is qualified in its entirety
by reference to such statutes and regulations.
Bank Holding Company Regulation. The Company is registered as a bank holding
-------------------------------
company under the Holding Company Act and, as such, subject to supervision,
regulation and examination by the FRB.
Acquisitions and Mergers. Under the Holding Company Act, a bank holding
company must obtain the prior approval of the FRB before (i) acquiring direct or
indirect ownership or control of any voting shares of any bank or bank holding
company if, after such acquisition, the bank holding company would directly or
indirectly own or control more than 5% of such shares; (2) acquiring all or
substantially all of the assets of another bank or bank holding company; or (3)
merging or consolidating with another bank holding company. Also, any company
must obtain approval of the FRB prior to acquiring control of the Company or the
Banks. For purposes of the Holding Company Act, "control" is defined as
ownership of more than 25% of any class of voting securities of the Company or
the Banks, the ability to control the election of a majority of the directors,
or the exercise of a controlling influence over management or policies of the
Company or the Banks.
The Holding Company Act, as amended by the Riegle-Neal Act, generally permits
the FRB to approve interstate bank acquisitions by bank holding companies
without regard to any prohibitions of state law. See "Competition".
The Change in Bank Control Act and the related regulations of the FRB require
any person or persons acting in concert (except for companies required to make
application under the Holding Company Act), to file a written notice with the
FRB before such person or persons may acquire control of the Company or the
Banks. The Change in Bank Control Act defines "control" as the power, directly
or indirectly, to vote 25% or more of any voting securities or to direct the
management or policies of a bank holding company or an insured bank. The Company
is not aware of any such notice having been filed with the FRB during 1996.
The Holding Company Act also prohibits, with certain exceptions, a bank
holding company from acquiring direct or indirect ownership or control of more
than 5% of the voting shares of a company that is not a
9
bank or a bank holding company, or from engaging directly or indirectly in
activities other than those of banking, managing or controlling banks, or
providing services for its subsidiaries.
Capital Requirements. The Company is also subject to FRB guidelines that
require bank holding companies to maintain specified minimum ratios of capital
to total assets and capital to risk-weighted assets. See "--Capital
Requirements."
Dividends. The FRB has the power to prohibit dividends by bank holding
companies if their actions constitute unsafe or unsound practices. The FRB has
issued a policy statement expressing its view that a bank holding company should
pay cash dividends only to the extent that the company's net income for the past
year is sufficient to cover both the cash dividends and a rate of earning
retention that is consistent with the company's capital needs, asset quality,
and overall financial condition. The Company does not believe this policy
statement will limit the Company's activity to maintain its dividend payment
rate.
Support of Banking Subsidiaries. Under FRB policy, the Company is expected to
act as a source of financial strength to its banking subsidiaries and, where
required, to commit resources to support each of such subsidiaries. This support
may be required at times when, absent such FRB policy, the Company may not be
inclined to provide it. Moreover, if one of its banking subsidiaries should
become undercapitalized, under FDICIA the Company would be required to guarantee
the subsidiary bank's compliance with its capital plan in order for such plan to
be accepted by the federal regulatory authority.
Under the "cross guarantee" provisions of the Federal Deposit Insurance Act
(the "FDI Act"), any FDIC-insured subsidiary of the Company may be held liable
for any loss incurred by, or reasonably expected to be incurred by, the FDIC in
connection with (i) the "default" of any other commonly controlled FDIC-insured
subsidiary or (ii) any assistance provided by the FDIC to any commonly
controlled FDIC-insured subsidiary "in danger of default." "Default" is defined
generally as the appointment of a conservator or receiver and "in danger of
default" is defined generally as the existence of certain conditions indicating
that a default is likely to occur in the absence of regulatory assistance.
Because it is a bank holding company, any capital loans made by the Company to
its banking subsidiaries 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 banking subsidiary
will be assumed by the bankruptcy trustee and entitled to a priority of payment
over certain other creditors of the bank holding company, including the holders
of its subordinated debt.
Transactions with Affiliates. Provisions of the Federal Reserve Act impose
restrictions on the type, quantity and quality of transactions between
"affiliates" (as defined below) of an insured bank and the insured bank
(including a bank holding company and its nonbank subsidiaries). The purpose of
these restrictions is to prevent misuse of the resources of the insured
institution by its uninsured affiliates. An exception to most of these
restrictions is provided for transactions between two insured banks that are
within the same holding company where the holding company owns 80% or more of
each of these banks (the "sister bank" exception). The restrictions also do not
apply to transactions between an insured bank to its wholly-owned subsidiaries.
These restrictions include limitations on the purchase and sale of assets and
extensions of credit by the insured bank to its holding company or its nonbank
subsidiaries. An insured bank and its subsidiaries are limited in engaging in
"covered transactions" with their nonbank or nonsavings-bank affiliates to the
following amounts: (i) in the case of any one such affiliate, the aggregate
amount of covered transactions of the insured bank and its subsidiaries may not
exceed 10% of the capital stock and surplus of the insured bank and (ii) in the
case of all affiliates, the aggregate amount of covered transactions of the
insured bank and its aggregate amount of covered transactions of the insured
bank and its subsidiaries may not exceed 20% of the capital stock and surplus of
the bank. "Covered
10
transactions" are defined by statute to include loans or other extensions of
credit as well as purchases of securities issued by an affiliate, purchases of
assets (unless otherwise exempted by the Federal Reserve Board), the acceptance
of securities issued by the affiliate as collateral for a loan and the issuance
of a guarantee, acceptance or letter of credit issued on behalf of an affiliate.
Further, provisions of the Holding Company Act prohibit a bank holding company
and its subsidiaries from engaging in certain tie-in arrangements in connection
with any extension of credit, lease or sale of property or furnishing of
services. As used herein, "affiliate" means generally any company that controls
the insured bank, a company which is under common control with the insured bank
and a subsidiary of the insured bank.
Bank Regulation. As a Tennessee banking institution, each of the Banks is
---------------
subject to regulation, supervision and regular examination by the Banking
Department. The deposits of each Bank are insured by the FDIC to the maximum
extent provided by law (a maximum of $100,000 for each insured depositor).
Tennessee and federal banking laws and regulations control, among other things,
required reserves, investments, loans, mergers and consolidations, issuance of
securities, payment of dividends, and establishment of branches and other
aspects of the Banks' operations. Supervision, regulation and examination of the
Company and the Banks by the bank regulatory agencies are intended primarily for
the protection of depositors rather than for holders of the Common Stock of the
Company.
Extensions of Credit. Under joint regulations of the federal banking agencies,
including the FDIC, banks must adopt and maintain written policies that
establish appropriate limits and standards for extensions of credit that are
secured by liens or interests in real estate or are made for the purpose of
financing permanent improvements to real estate. These policies must establish
loan portfolio diversification standards, prudent underwriting standards,
including loan-to-value limits, that are clear and measurable, loan
administration procedures and documentation, approval and reporting
requirements. A bank's real estate lending policy must reflect consideration of
the Interagency Guidelines for Real Estate Lending Policies (the "Interagency
Guidelines") that have been adopted by the federal bank regulators. The
Interagency Guidelines, among other things, call upon depository institutions to
establish internal loan-to-value limits for real estate loans that are not in
excess of the loan-to-value limits specified in the Guidelines for the various
types of real estate loans. The Interagency Guidelines state that it may be
appropriate in individual cases to originate or purchase loans with
loan-to-value ratios in excess of the supervisory loan-to-value limits. The
aggregate amount of loans in excess of the supervisory loan-to-value limits,
however, should not exceed 100% of total capital and the total of such loans
secured by commercial, agricultural, multifamily and other non-one-to-four
family residential properties should not exceed 30% of total capital.
Federal Deposit Insurance. Each of the Banks is subject to FDIC deposit
insurance assessments. The FDIC has established a risk-based deposit insurance
assessment system for insured depository institutions, under which insured
institutions are assigned assessment risk classifications based upon capital
levels and supervisory evaluations. Under these regulations, the FDIC set the
1996 insurance assessment rates for BIF-insured banks such as the Banks from
$2,000 per year for the highest rated institutions to 0.27% of insured deposits
for the lowest rated institutions.
On September 30, 1996, President Clinton signed into law the Deposit Insurance
Funds Act of 1996 (the "1996 Act"), which, among other things, (i) recapitalized
the Savings Association Insurance Fund ("SAIF") by imposing a special one-time
assessment on SAIF-insured institutions, (ii) from January 1, 1997 through
December 31, 1999, requires BIF member banks to pay one-fifth of the assessment
rate imposed upon savings institutions to cover the annual payments on the bonds
issued by the Financing Corporation ("FICO") and (iii) from January 1, 2000
until the date the FICO bonds are retired, will require BIF members and SAIF
members to pay FICO assessments on a pro rata basis. In accordance with the 1996
Act's requirements, the FDIC has set the 1997 FICO assessment rate for BIF
member banks at .013% of insured deposits. The annual insurance assessment rates
11
payable by BIF member banks for the first half of 1997, however, remain fixed at
0% to 0.27%, depending on an individual bank's risk classification.
Safety and Soundness Standards. The Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA") required the federal bank regulatory agencies
to prescribe, by regulation, non-capital safety and soundness standards for all
insured depository institutions and depository institution holding companies.
The FDIC and the other federal banking agencies have adopted guidelines
prescribing safety and soundness standards pursuant to FDICIA. The safety and
soundness guidelines establish general standards relating to internal controls
and information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, and compensation, fees and
benefits. Among other things, the guidelines require banks to maintain
appropriate systems and practices to identify and manage risks and exposures
identified in the guidelines. In addition, the FDIC and the other federal
banking agencies have proposed guidelines for asset quality and earnings
standards as required by FDICIA. Under the proposed standards, a bank would be
required to maintain systems, commensurate with its size and the nature and
scope of its operations, to identify problem assets and prevent deterioration in
those assets as well as to evaluate and monitor earnings and ensure that
earnings are sufficient to maintain adequate capital and reserves.
Capital Requirements. The FRB has established guidelines with respect to the
--------------------
maintenance of appropriate levels of capital by registered bank holding
companies, and the FDIC has established similar guidelines for state-chartered
banks that are not members of the FRB. The regulations of the FRB and FDIC
impose two sets of capital adequacy requirements: minimum leverage rules, which
require the maintenance of a specified minimum ratio of capital to total assets,
and risk-based capital rules, which require the maintenance of specified minimum
ratios of capital to "risk-weighted" assets. At December 31, 1996, the Company
and each of the Banks satisfied the minimum required regulatory capital
requirements. See Note 14 of Notes to Consolidated Financial Statements.
Under FDICIA, the federal banking agencies were required to revise their
risk-based capital standards to ensure that such standards take adequate account
of interest rate risk, concentration of credit risk and the risks of
nontraditional activities. The FDIC and the other banking agencies have amended
the risk-based capital standards to take account of a bank's concentration of
credit risk, the risk of nontraditional activities, and a bank's exposure to
declines in the economic value of its capital resulting from changes in interest
rates. The revised capital guidelines do not, however, codify a measurement
framework for assessing the level of a bank's interest rate exposure. On June
26, 1996, the FDIC and the other banking agencies adopted a joint policy
statement requiring that banks adopt comprehensive policies and procedures for
managing interest rate risk and setting forth general standards for such
internal policies. Unlike an earlier proposal by the federal banking agencies,
the joint policy statement does not contain a standardized measure of or
explicit capital charge for interest rate risk. The Company does not believe
that this new policy statement will have a material effect on the Company's
operations or financial results.
The FDIC has issued final regulations that classify insured depository
institutions by capital levels and provide that the applicable agency will take
various prompt corrective actions to resolve the problems of any institution
that fails to satisfy the capital standards. Under such regulations, a
"well-capitalized" bank is one that is not subject to any regulatory order or
directive to meet any specific capital level and that has or exceeds the
following capital levels: a total risk-based capital ratio of 10%, a Tier 1
risk-based capital ratio of 6%, and a leverage ratio of 5%. As of December 31,
1996, each of the Banks was "well-capitalized" as defined by the regulations.
See Note 14 of Notes to Consolidated Financial Statements for further
information.
12
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information regarding the executive officers of
the Company.
AGE AT
NAME DECEMBER 31, 1996 TITLE
- ---------------------- ------------------ ---------------------------------
R. Stan Puckett 40 President and Chief Executive
Officer
Davis Stroud 63 Executive Vice President and
Secretary
William F. Richmond 47 Senior Vice President and Chief
Financial Officer
R. STAN PUCKETT currently serves as President and Chief Executive Officer of
the Company and has held that position since 1990. He has served as President
and Chief Executive Officer of GCB since February 1989. He is a graduate of
Bristol University with a degree in business administration. He served as
President of First American National Bank of Johnson City, Tennessee from
December 1987 to February 1989 and as its Vice President from June 1986 to
December 1987. He was Assistant Vice President of First Union National Bank in
Asheville, North Carolina from September 1983 to June 1986 and served as
commercial loan officer of Signet Bank in Bristol, Virginia from September 1977
to June 1983.
DAVIS STROUD is currently Executive Vice President of the Company and GCB. Mr.
Stroud joined GCB in 1952 and became its Senior Vice President and Cashier in
1973. He became Executive Vice President and Secretary of the Company and GCB in
1988 and has also served as a director of the Company and GCB since December
1989. Mr. Stroud is a member of First Christian Church and Greeneville Masonic
Lodge No. 3, and he also serves as Treasurer of Greene County Foundation.
WILLIAM F. RICHMOND joined the Company in February 1996 and currently serves
as Senior Vice President and Chief Financial Officer of the Company and GCB.
Prior to joining the Company, Mr. Richmond served, subsequent to the acquisition
of Heritage Federal Bancshares, Inc. ("Heritage") by First American Corporation,
as transition coordinator for various financial matters from November 1995
through January 1996. Heritage was the parent of Heritage Federal Bank for
Savings located in Kingsport, Tennessee. He served as Senior Vice President and
Chief Financial Officer for Heritage from June 1991 through October 1995 and as
controller from April 1985 through May 1991. He has been active in community
activities in the Tri-Cities, Tennessee area, having served on the Board of
Directors of Boys and Girls Club, Inc. and as President of the Tri-Cities Estate
Planning Council. He has served in various capacities with the United Way of
Greater Kingsport and is a Paul Harris Fellow in Rotary International. He is
licensed as a Certified Public Accountant in Virginia and Tennessee and is also
a Certified Financial Planner.
ITEM 2. PROPERTIES
The Company's principal executive offices are located at 100 North Main
Street, Greeneville, Tennessee in facilities owned by GCB. At December 31, 1996,
the Company maintained a main office in Greeneville, Tennessee and 17 branches
(including a loan production office) in counties in east Tennessee for the
operation of GCB, of which eight are in leased operating premises.
13
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company and its subsidiaries are parties to various
legal proceedings incident to its business. At December 31, 1996, there were no
legal proceedings which management anticipates would have a material adverse
effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the fiscal year covered
by this report to a vote of security holders of the Company through a
solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information contained under the section captioned "Market and Dividend
Information" in the Company's 1996 Annual Report to Shareholders (the "Annual
Report") filed as Exhibit 13 hereto is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information contained in the table captioned "Selected Financial
Highlights" on page 1 in the Company's Annual Report is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information contained in the section captioned "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on pages 2
through 11 in the Company's Annual Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements beginning on page 12 in the Annual
Report are incorporated herein by reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information concerning the Board of Directors of the Company, the
information contained under the section captioned "Election of Directors" in the
Company's definitive proxy statement for the Company's 1997 Annual Meeting of
Shareholders (the "Proxy Statement") is incorporated herein by reference.
14
Information regarding executive officers of the Company is contained in the
section captioned "Executive Officers of the Registrant" under Part I hereof and
is incorporated herein by reference.
Information regarding delinquent Form 3, 4 or 5 filers is incorporated herein
by reference to the section entitled "Beneficial Ownership Reports" in the Proxy
Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the section captioned "Election of
Directors--Executive Compensation and Other Benefits" in the Proxy Statement is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership Of Certain Beneficial Owners
Information required by this item is incorporated herein by
reference to the section captioned "Security Ownership of
Certain Beneficial Owners and Management" in the Proxy
Statement.
(b) Security Ownership of Management
Information required by this item is incorporated herein by
reference to the sections captioned "Security Ownership of
Certain Beneficial Owners and Management" and "Election of
Directors" in the Proxy Statement.
(c) Changes in Control
Management of the Company knows of no arrangements, including
any pledge by any person of securities of the Company, the
operation of which may at a subsequent date result in a change
in control of the registrant.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference to
the section captioned "Election of Directors" in the Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) The following consolidated financial statements of the Company included
in the Annual Report are incorporated herein by reference from Item 8 of this
Report. The remaining information appearing in the Annual Report to Shareholders
is not deemed to be filed as part of this Report, except as expressly provided
herein.
1. Report of Independent Auditors.
2. Consolidated Balance Sheets--December 31, 1996 and 1995.
3. Consolidated Statements of Income for the Years Ended
December 31, 1996, 1995 and 1994.
15
4. Consolidated Statements of Changes in Shareholders' Equity for
the Years Ended December 31, 1996, 1995 and 1994.
5. Consolidated Statements of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994.
6. Notes to Consolidated Financial Statements.
(a)(2) All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
(a)(3) The following exhibits either are filed as part of this Report or are
incorporated herein by reference:
Exhibit No. 3. Articles of Incorporation and Bylaws
------------------------------------
(i) Restated Articles of Incorporation.
(ii) Bylaws--incorporated herein by reference to the Company's
Registration Statement on Form S-14 (File No. 2-96273).
Exhibit No. 10. Employment Agreements
---------------------
(i) Employment agreement between the Company and
R. Stan Puckett--incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(ii) Employment agreement between the Company and
Davis Stroud--incorporated herein by reference to the
Company's Registration Statement on Form S-14 (File No.
2-96273).
Exhibit No. 13. Annual Report to Shareholders
-----------------------------
Except for those portions of the Annual Report to
Shareholders for the year ended December 31, 1996, which are
expressly incorporated herein by reference, such Annual
Report is furnished for the information of the Commission and
is not to be deemed "filed" as part of this Report.
Exhibit No. 21. Subsidiaries of the Registrant
------------------------------
A list of subsidiaries of the Registrant is included as an
exhibit to this Report.
Exhibit No. 23. Consent of Coopers & Lybrand L.L.P.
Exhibit No. 27. Financial Data Schedule (SEC USE ONLY)
16
(b) Reports on Form 8-K. No Reports on Form 8-K were filed by the Company
--------------------
during the last quarter of the fiscal year covered by this report.
(c) Exhibits. The exhibits required by Item 601 of Regulation S-K are either
---------
filed as part of this Annual Report on Form 10-K or incorporated herein
by reference.
(d) Financial Statements and Financial Statement Schedules Excluded From
--------------------------------------------------------------------
Annual Report. There are no financial statements and financial statement
--------------
schedules which were excluded from the Annual Report pursuant to
Rule 14a-3(b)(1) which are required to be included herein.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on behalf
by the undersigned, thereunto duly authorized.
GREENE COUNTY BANCSHARES, INC.
Date: March 27, 1997 By: /s/ R. Stan Puckett
-----------------------------------
R. Stan Puckett
Director, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated and on the dates indicated.
SIGNATURE AND TITLE: DATE:
/s/ R. Stan Puckett March 27, 1997
- ---------------------------------
R. Stan Puckett
Director, President and Chief
Executive Officer
(Principal Executive Officer)
/s/ William F. Richmond March 27, 1997
- ---------------------------------
William F. Richmond
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Harrison Lamons March 27, 1997
- ---------------------------------
Harrison Lamons
Chairman of the Board
/s/ Helen L. Horner March 27, 1997
- ---------------------------------
Helen Horner
Director
/s/ J.W. Douthat March 27, 1997
- ---------------------------------
J.W. Douthat
Director
/s/ Phil M. Bachman, Jr. March 27, 1997
- ---------------------------------
Phil M. Bachman, Jr.
Director
/s/ Terry Leonard March 27, 1997
- ---------------------------------
Terry Leonard
Director
/s/ Ralph T. Brown March 27, 1997
- ---------------------------------
Ralph T. Brown
Director
/s/ J.A. Emory March 27, 1997
- ---------------------------------
James A. Emory
Director
/s/ Patrick Norris March 27, 1997
- ---------------------------------
Patrick Norris
Director
/s/ Jerald K. Jaynes March 27, 1997
- ---------------------------------
Jerald K. Jaynes
Director
/s/ Charles S. Brooks March 27, 1997
- ---------------------------------
Charles S. Brooks
Director
/s/ Davis Stroud March 27, 1997
- ---------------------------------
Davis Stroud
Director
March 27, 1997
- ---------------------------------
W.T. Daniels
Director