Back to GetFilings.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[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, 2001
[ ] 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 No. 000-24147
Killbuck Bancshares, Inc.
----------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-1700284
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
165 North Main Street
Killbuck, Ohio 44637
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (330) 276-2771
--------------
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
Common Stock No Par Value None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period than the registrant was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days. [x] Yes [ ] 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 aggregate market value of the voting stock held by nonaffiliates of the
registrant, calculated by reference to the stock valuation done on Killbuck
Bancshares, Inc. common stock as of
December 31, 2001 was $61,784,434 (Registrant has assumed that all of its
executive officers and directors are affiliates. Such assumption shall not be
deemed to be conclusive for any other purpose):
There were 693,287 shares of no par value common stock outstanding as of
December 31, 2001.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Annual Report to Shareholders for the Year ended December
31, 2001. (Part II, III and IV)
2. Portions of the Proxy Statement for the Annual Meeting of Shareholders to
be held on April 22, 2002 for the Year ended December 31, 2001. (Part III)
FORM 10-K INDEX
---------------
PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
PART III
Item 10. Directors and Executive Officers of Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Signatures
PART I
Killbuck Bancshares, Inc. (the "Company") may from time to time make written or
oral "forward-looking statements", including statements contained in the
Company's filings with the securities and exchange commission (including this
annual report on Form 10-K and the exhibits thereto), in its report to
shareholders and in other communications by the Company, which are made in good
faith by the Company pursuant to the "safe harbor" provisions of the private
securities litigation reform act of 1995.
These forward-looking statements involve risks and uncertainties, such as
statements of the Company's plans, objectives, expectations, estimates and
intentions, that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's financial performance to differ materially from the
plans, objectives, expectations, estimates and intentions expressed in such
forward-looking statements: the strength of the United States economy in general
and the strength of the local economies in which the Company conducts
operations; the effects of, and changes in, trade, monetary and fiscal policies
and laws, including interest rate policies of the board of governors of the
federal reserve system, inflation, interest rate, market and monetary
fluctuations; the timely development of and acceptance of new products and
services of the Company and the perceived overall value of these products and
services by users, including the features, pricing and quality compared to
competitors' products and services; the willingness of users to substitute
competitors' products and services for the Company's products and services; the
success of the Company in gaining regulatory approval of its products and
services, when required; the impact of changes in financial services' laws and
regulations (including laws concerning taxes, banking, securities and
insurance); technological changes, acquisitions; changes in consumer spending
and savings habits; and the success of the Company at managing the risks
involved in the foregoing.
The Company cautions that the foregoing list of important factors is not
exclusive. The Company does not undertake to update any forward-looking
statement, whether written or oral, that may be made from time to time by or on
behalf of the Company.
Item 1. Business
Killbuck Bancshares, Inc. (the "Company") was incorporated under the laws of the
State of Ohio on November 29, 1991 at the direction of management of the
Killbuck Savings Bank Company (the "Bank,") for the purpose of becoming a bank
holding company by acquiring all of the outstanding shares of the Bank. In
November, 1992, the Company became the sole shareholder of the Bank. The Bank
carries on business under the name "The Killbuck Savings Bank Company." The
principal office of the Company is located at 165 N. Main Street, Killbuck,
Ohio. The Killbuck Savings Bank Company was established under the banking laws
of the State of Ohio in November, 1900.
The Bank is headquartered in Killbuck, Ohio, which is located in the northeast
portion of Ohio, in the County of Holmes. Holmes County has a population of
approximately 35,000.
The Bank provides a wide range of retail banking services to individuals and
small to medium-sized businesses. These services include various deposit
products, business and personal loans, credit cards, residential mortgage loans,
home equity loans, internet banking, bill payment, and other consumer oriented
financial services including IRA accounts, safe deposit and night depository
facilities. The Bank also has automatic teller machines located at all locations
providing 24 hour banking service to our customers. The Bank belongs to MAC, a
national ATM network with thousands of locations nationwide. Neither the Company
nor the Bank has any foreign operations, assets, investments or deposits.
The Company has one wholly owned subsidiary, The Killbuck Savings Bank Company.
The Bank has eight full service offices, with five in Holmes County, two in Knox
County and one in Tuscarawas County. The new full service branch facility in
Sugarcreek, Ohio in Tuscarawas County opened in February, 2000. The new full
service branch facility in Howard, Ohio in Knox County opened in July, 2001. On
November 21, 1998 the merger of Commercial and Savings Bank Company of Danville,
Ohio with and into The Killbuck Savings Bank Company, with Killbuck Savings Bank
being the surviving bank was completed using the purchase method of accounting.
Commercial and Savings Bank Company had total assets of approximately $15.6
million on the date of the merger and operated out of one location in Danville,
Ohio in Knox County.
On April 13, 1998, the Board of Directors authorized an increase in the
authorized common shares from 200,000 to 1,000,000 shares and also authorized a
5 for 1 stock split of common stock to shareholders of record on May 1, 1998.
The Company, through its subsidiary, The Killbuck Savings Bank Company, conducts
the business of a commercial banking organization. At December 31, 2001, the
Company and its subsidiary had consolidated total assets of $281,258,188, and
consolidated total equity of $33,037,452. The capital of the Company consists of
1,000,000 authorized shares of capital stock, no par value of which 693,287
shares were outstanding at December 31, 2001 to 999 shareholders.
The Bank is a state banking Company. The Bank is regulated by the Ohio Division
of Financial Institutions ("ODFI") and its deposits are insured by the Federal
Deposit Insurance Corporation to the extent permitted by law and, as a
subsidiary of the Company, is regulated by the Federal Reserve Board.
Employees
- ---------
As of December 31, 2001, the Bank had 84 full-time and 32 part-time employees.
The Company had no employees. The Bank provides a number of benefits for its
full-time employees, including health and life insurance, pension, workers'
compensation, social security, paid vacations, and numerous bank services. No
employees are union participants or subject to a collective bargaining
agreement.
Competition
- -----------
The commercial banking business in the market areas served by the Bank is very
competitive. The Company and the Bank are in competition with commercial banks
located in their own service areas. Some competitors of the Company and the Bank
are substantially larger than the Bank. In addition to local bank competition,
the Bank competes with larger commercial banks located in metropolitan areas,
savings banks, savings and loan associations, credit unions, finance companies
and other financial institutions for loans and deposits.
There are six financial institutions operating in Holmes County. As of June 30,
2001 (the most date for which information is available) the Commercial and
Savings Bank, Millersburg had the largest market share with $200 million in
total deposits as of such date, representing a market share of 42.14%. The Bank
had the second largest market share with deposits of $199 million as of such
date, representing a market share of 41.86%. Commercial and Savings Bank had
total assets as of December 31, 2001, of $306 million compared to the Bank's
total assets of $281 million as of such date.
Certain Regulatory Considerations
- ---------------------------------
The following is a summary of certain statutes and regulations affecting the
Company and its subsidiary. This summary is qualified in its entirety by such
statutes and regulations.
The Company
- -----------
The Company is a registered bank holding company under the Bank Holding Company
Act of 1956, as amended, ("BHC Act") and as such is subject to regulation by the
Federal Reserve Board. A bank holding company is required to file with the
Federal Reserve Board quarterly reports and other information regarding its
business operations and those of its subsidiaries. A bank holding company and
its subsidiary banks are also subject to examination by the Federal Reserve
Board.
The BHC Act requires every bank holding company to obtain the prior approval of
the Federal Reserve Board before acquiring substantially all the assets of any
bank or bank holding company or ownership or control of any voting shares of any
bank or bank holding company, if, after such acquisition, it would own or
control, directly or indirectly, more than five percent (5%) of the voting
shares of such bank or bank holding company.
In approving acquisitions by bank holding companies of companies engaged in
banking-related activities, the Federal Reserve Board considers whether the
performance of any such activity by a subsidiary of the holding company
reasonably can be expected to produce benefits to the public, such as greater
convenience, increased competition, or gains in efficiency, which outweigh
possible adverse effects, such as over concentration of resources, decrease of
competition, conflicts of interest, or unsound banking practices.
Bank holding companies are restricted in, and subject to, limitations regarding
transactions with subsidiaries and other affiliates.
In addition, bank holding companies and their subsidiaries are prohibited from
engaging in certain "tie in" arrangements in connection with any extensions of
credit, leases, sales of property, or furnishing of services.
The Company Subsidiary
- ----------------------
The Company operates a single bank, namely, The Killbuck Savings Bank Company.
As an Ohio state chartered commercial bank, the Bank is supervised and regulated
by the ODFI, and subject to laws and regulations applicable to Ohio banks.
Capital
- -------
The Federal Reserve Board, ODFI, and FDIC require banks and holding companies to
maintain minimum capital ratios.
The Federal Reserve Board adopted final "risk-adjusted" capital guidelines for
bank holding companies. The guidelines became fully implemented as of December
31, 1992. The ODFI and FDIC have adopted substantially similar risk-based
capital guidelines. These ratios involve a mathematical process of assigning
various risk weights to different classes of assets, then evaluating the sum of
the risk-weighted balance sheet structure against the Company's capital base.
The rules set the minimum guidelines for the ratio of capital to risk-weighted
assets (including certain off-balance sheet activities, such as standby letters
of credit) at 8%. At least half of the total capital is to be composed of common
equity, retained earnings, and a limited amount of perpetual preferred stock
less certain goodwill items ("Tier 1 Capital"). The remainder may consist of a
limited amount of subordinated debt, other preferred stock, or a limited amount
of loan loss reserves.
In addition, the federal banking regulatory agencies have adopted leverage
capital guidelines for banks and bank holding companies. Under these guidelines,
banks and bank holding companies must maintain a minimum ratio of three percent
(3%) Tier 1 Capital (as defined for purposes of the year-end 1992 risk-based
capital guidelines) to total assets. The Federal Reserve Board has indicated,
however, that banking organizations that are experiencing or anticipating
significant growth, are expected to maintain capital ratios well in excess of
the minimum levels.
Regulatory authorities may increase such minimum requirements for all banks and
bank holding companies or for specified banks or bank holding companies.
Increases in the minimum required ratios could adversely affect the Company and
the Bank, including their ability to pay dividends.
At December 31, 2001, the Company's respective total and Tier 1 risk-based
capital ratios and leverage ratios exceeded the minimum regulatory requirements.
See Note 15 in the audited consolidated financial statements included in the
Annual Report and incorporated herein by reference in the report as Exhibit 13.
Additional Regulation
- ---------------------
The Bank is also subject to federal regulation as to such matters as required
reserves, limitation as to the nature and amount of its loans and investments,
regulatory approval of any merger or consolidation, issuance or retirement of
their own securities, limitations upon the payment of dividends and other
aspects of banking operations. In addition, the activities and operations of the
Bank are subject to a number of additional detailed, complex and sometimes
overlapping laws and regulations. These include state usury and consumer credit
laws, state laws relating to fiduciaries, the Federal Truth-in-Lending Act and
Regulation Z, the Federal Equal Credit Opportunity Act and Regulation B, the
Fair Credit Reporting Act, the Truth in Savings Act, the Community Reinvestment
Act, anti-redlining legislation and antitrust laws.
Dividend Regulation
- -------------------
The ability of the Company to obtain funds for the payment of dividends and for
other cash requirements is largely dependent on the amount of dividends that may
be declared by the Bank. Generally, the Bank may not declare a dividend, without
the approval of the ODFI, if the total of dividends declared in a calendar year
exceeds the total of its net profits for that year combined with its retained
profits of the preceding two years.
Government Policies and Legislation
- -----------------------------------
The policies of regulatory authorities, including the ODFI, Federal Reserve
Board, FDIC and the Depository Institutions Deregulation Committee, have had a
significant effect on the operating results of commercial banks in the past and
are expected to do so in the future. An important function of the Federal
Reserve System is to regulate aggregate national credit and money supply through
such means as open market dealings in securities, establishment of the discount
rate on member bank borrowings, and changes in reserve requirements against
member bank deposits. Policies of these agencies may be influenced by many
factors, including inflation, unemployment, short-term and long-term changes in
the international trade balance and fiscal policies of the United States
government.
Financial Services Modernization Act of 1999
- --------------------------------------------
On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley
Act (better known as the Financial Services Modernization Act of 1999) which
will, effective March 11, 2000, permit bank holding companies to become
financial holding companies and thereby affiliate with securities firms and
insurance companies and engage in other activities that are financial in nature.
A bank holding company may become a financial holding company if each of its
subsidiary banks is well capitalized under the Federal Deposit Insurance
Corporation Act of 1991 prompt corrective action provisions, is well managed,
and has at least a satisfactory rating under the Community Reinvestment Act by
filing a declaration that the bank holding company wishes to become a financial
holding company. No regulatory approval will be required for a financial holding
company to acquire a company, other than a bank or savings association, engaged
in activities that are financial in nature or incidental to activities that are
financial in nature, as determined by the Federal Reserve Board.
The Financial Services Modernization Act defines "financial in nature" to
include"
. securities underwriting, dealing and market making;
. sponsoring mutual funds and investment companies;
. insurance underwriting and agency;
. merchant bank activities
. and activities that the Federal Reserve Board has determined to be
closely relating to banking.
In addition, a financial holding company may not acquire a company that is
engaged in activities that are financial in nature unless each of the subsidiary
banks of the financial holding company has a Community Reinvestment Act rating
of satisfactory or better.
The specific effects of the enactment of the Financial Services Modernization
Act on the banking industry in general and on the Company and the Bank in
particular have yet to be determined due to the fact that the Financial Services
Modernization Act was only recently adopted.
The United States Congress has periodically considered and adopted legislation,
such as the Gramm-Leach-Bliley Act, which has resulted in further deregulation
of both banks and other financial institutions, including mutual funds,
securities brokerage firms and investment banking firms. No assurance can be
given as to whether any additional legislation will be adopted or as to the
effect such legislation would have on the business of the Bank or the Company.
Deposit Insurance
- -----------------
The Federal Deposit Insurance Company Improvement Act of 1991 ("FDICIA") was
enacted in 1991. Among other things, FDICIA, requires federal bank regulatory
authorities to take "prompt corrective action" with respect to banks that do not
meet minimum capital requirements. For these purposes, FDICIA establishes five
capital tiers: well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized, and critically undercapitalized.
As an FDIC-insured institution, the Bank is required to pay deposit insurance
premium assessments to the FDIC. The amount each institution pays for FDIC
deposit insurance coverage is determined in accordance with a risk-based
assessment system under which all insured depository institutions are placed
into one of nine categories and assessed insurance premiums based upon their
level of capital and supervisory evaluation. Institutions classified as
well-capitalized (as defined by the FDIC) and considered healthy pay the lowest
premium while institutions that are less than adequately capitalized (as defined
by the FDIC) and considered substantial supervisory concerns pay the highest
premium. Because the Bank is presently "well capitalized" it pays the minimum
deposit insurance premiums.
The FDIC may terminate the deposit insurance of any insured depository
institution if the FDIC determines, after a hearing, that the institution has
engaged or is engaging in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations or has violated any applicable law,
regulation, order, or any condition imposed in writing by, or written agreement
with, the FDIC. The FDIC may also suspend deposit insurance temporarily during
the hearing process for a permanent termination of insurance if the institution
has no tangible capital. Management of the Company is not aware of any activity
or condition that could result in termination of the deposit insurance of the
Bank.
Proposed Legislation
- --------------------
There have been proposed a number of legislative and regulatory proposals
designed to strengthen the federal deposit insurance system and to improve the
overall financial stability of the U.S. banking system. It is impossible to
predict whether or in what form these proposals may be adopted in the future,
and if adopted, what their effect would be on the Company or Bank.
Monetary Policies
- -----------------
The earnings of the Company are dependent upon the earnings of its wholly owned
subsidiary bank. The earnings of the subsidiary bank are affected by the
policies of regulatory authorities, including the Ohio Division of Financial
Institutions, the Board of Governors of the Federal Reserve System and the
Federal Deposit Insurance Corporation. The policies and regulations of the
regulatory agencies have had and will continue to have a significant effect on
deposits, loans and investment growth, as well as the rate of interest earned
and paid, and therefore will affect the earnings of the subsidiary bank and the
Company in the future, although the degree of such impact cannot accurately be
predicted.
Securities Laws and Compliance
- ------------------------------
As of June 30, 1998, the Company's common stock was registered with the
Securities and Exchange Commission ("SEC") under the Securities Exchange Act of
1934, as amended ("1934 Act"). This registration requires ongoing compliance
with the 1934 Act and its periodic filing requirements as well as a wide range
of Federal and State securities laws. These requirements include, but are not
limited to, the filing of annual, quarterly and other reports with the SEC,
certain requirements as to the solicitation of proxies from shareholders as well
as other proxy rules, and compliance with the reporting requirements and
"short-swing" profit rules imposed by section 16 of the 1934 Act.
Item 2. Description of Property
- -------------------------------
Properties
The Company owns no real property but utilizes the main office of the Bank. The
Company's and the Bank's executive offices are located at 165 North Main Street,
Killbuck, Ohio. The Company pays no rent or other form of consideration for the
use of this facility. All offices are owned by the Bank. The Bank has five
offices located in Holmes County (1), two in Knox County (2), and one in
Tuscarawas County (3). The new full service branch facility in Sugarcreek, Ohio
opened in February, 2000. A new full service branch facility in Howard, Ohio
(Knox County) opened in July, 2001. The Bank's total investment in office
property and equipment was $8.9 million with a net book value $5.1 million at
December 31, 2001. The offices are at the following locations.
Main Office: (1) Berlin Branch (1) Mt. Hope Branch (1)
165 North Main Street 4853 East Main Street 8115 State Rt. 241
Killbuck, Ohio 44637 Berlin Ohio 44610 Mt. Hope, Ohio 44660
Millersburg North Branch (1) Millersburg South Branch (1) Danville Branch (2)
181 N. Washington Street 1642 S. Washington Street 701 S. Market Street
Millersburg, Ohio 44654 Millersburg, Ohio 44654 Danville, Ohio 43014
Sugarcreek Branch (3) Apple Valley Branch (2)
1035 W. Main Street 21841 Plank Road
Sugarcreek, Ohio 44681 Howard, Ohio 43028
Item 3 Legal Proceedings
- ------------------------
Neither the Bank nor the Company is involved in any material legal proceedings.
The Bank, from time to time, is a party to litigation, which arises in the
ordinary course of business, such as claims to enforce liens, claims involving
the origination and servicing of loans, and other issues related to the business
of the Bank. In the opinion of management the resolution of any such issues
would not have a material adverse impact on the financial position, results of
operation, or liquidity of the Bank or the Company.
Item 4 Submission of Matters to Vote of Security Holders
- --------------------------------------------------------
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
PART II
Item 5 Market for Registrant's Common Stock and Related Stockholder Matters
- ---------------------------------------------------------------------------
As of December 31, 2001, the Company had 999 shareholders of record who
collectively held 693,287 of the 1,000,000 authorized shares of the Company's no
par value stock.
There is no established public trading market for the Company's common stock and
the shares of the Company are not listed on any exchange. Sale price information
is based on information
reported to the Company by individual buyers and sellers of the Company stock.
The following table summarizes the high and low prices and dividend information
for 2001 and 2000. Cash dividends are paid on a semi-annual basis.
Cash
Dividends
Quarter Ended High Low Paid
- ------------------- ------ ------ ---------
2001 March 31 $94.86 $88.30 N/A
June 30 90.19 88.92 .80
September 30 92.43 90.35 N/A
December 31 93.18 91.42 .80
2000 March 31 $96.77 $86.17 N/A
June 30 88.46 86.64 .70
September 30 92.13 89.54 N/A
December 31 94.56 92.64 .75
The Company has paid regular semi-annual cash dividends since it became a bank
holding company in 1992, and assuming the ability to do so, it is anticipated
that the Company will continue to declare regular semi-annual cash dividends.
For information on dividends per share, net income per share and ratio of
dividends to net income per share see the Selected Financial Data of the Annual
Report to Shareholders of Killbuck Bancshares, Inc. for the year ended December
31, 2001, included in this report as Exhibit 13 and is incorporated herein by
reference.
The ability of the Company to pay dividends will depend on the earnings of its
subsidiary bank and its financial condition, as well as other factors such as
market conditions, interest rates and regulatory requirements. Therefore, no
assurances may be given as to the continuation of the Company's ability to pay
dividends or maintain its present level of earnings. For a discussion on
subsidiary dividends see Note 15 to the audited Consolidated Financial
Statements of the Annual Report to Shareholders of Killbuck Bancshares, Inc. for
the year ended December 31, 2001, included in this report as Exhibit 13 and is
incorporated herein by reference.
The common stock of the Company is not subject to any redemption provisions or
restrictions on alienability. The common stock is entitled to share pro rata in
dividends and in distributions in the event of dissolution or liquidation. There
are no options, warrants, privileges or other rights with respect to Company
stock at the present time, nor are any such rights proposed to be issued.
Item 6 Selected Financial Data
- ------------------------------
Selected Financial Data of the annual report to shareholders Of Killbuck
Bancshares, Inc. for the year ended December 31, 2001, included in this report
as Exhibit 13, is incorporated herein by reference.
Item 7 Management's Discussion and Analysis of Financial Condition and Results
- ------------------------------------------------------------------------------
of Operations
- -------------
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the Annual Report to Shareholders of Killbuck Bancshares, Inc. for
the year ended December 31, 2001, included in this report as Exhibit 13, is
incorporated herein by reference. Additional statistical information noted below
is provided pursuant to Guide 3, Statistical Disclosure by Bank Holding
Companies.
Investment Portfolio
Book Value of Investments
Book values of investment securities at December 31 are as follows (in
thousands):
December 31,
---------------------------
2001 2000 1999
------- ------- -------
Securities available for sale:
U.S. Treasury securities $ -- $ -- $ 3,000
Obligations of U.S. Government
Agencies and Corporations 51,420 46,157 38,150
------- ------- -------
Total available for sale 51,420 46,157 41,150
------- ------- -------
Securities held to maturity:
Obligations of States and
Political subdivisions 38,305 34,514 32,797
Corporate securities 1,498 1,616 1,628
------- ------- -------
Total held to maturity 39,803 36,130 34,425
------- ------- -------
Total $91,223 $82,287 $75,575
======= ======= =======
MATURITY SCHEDULE OF INVESTMENTS
The following table presents the investment portfolio, the weighted average
yield and maturities at December 31, 2001 (dollars in thousands):
After three months but After one year but After five but
Within three months Within one year Within five years Within ten years
------------------- ---------------------- ------------------ ----------------
Amount Yield Amount Yield Amount Yield Amount Yield
------ ----- ------ ----- ------- ----- ------- -----
Available for Sale (1)
Obligations of U.S.
Government Agencies
and Corporations $-- --% $3,072 6.10% $44,103 5.09% $ 4,245 6.88%
--- ---- ------ ---- ------- ---- ------- ----
Total $-- --% $3,072 6.10% $44,103 5.09% $ 4,245 6.88%
=== ==== ====== ==== ======= ==== ======= ====
Held to Maturity
Obligations of States and
Political subdivisions (2) $95 6.00% $2,666 4.52% $13,836 4.66% $18,036 4.64%
Corporate bonds -- -- 255 5.20 993 5.85 250 6.25
--- ---- ------ ---- ------- ---- ------- ----
Total $95 6.00% $2,921 9.72% $14,829 4.74% $18,286 4.66%
=== ==== ====== ==== ======= ==== ======= ====
After 10 years
------------------------
Amount Yield Total
------ ----- -------
Available for Sale (1)
Obligations of U.S.
Government Agencies
and Corporations $ -- --% $51,420
------ ---- -------
Total $ -- --% $51,420
====== ==== =======
Held to Maturity
Obligations of States and
Political subdivisions (2) $3,672 4.53% $38,305
Corporate bonds -- -- 1,498
------ ---- -------
Total $3,672 4.53% $39,803
====== ==== =======
(1) The weighted average yield has been computed using the historical amortized
cost for available for sale securities.
(2) Weighted average yields on nontaxable obligations have been computed based
on actual yield stated on the security.
Excluding holdings of U.S. Treasury and other agencies and corporations of the
U.S. Government, there were no investments in securities of any one issuer that
exceeded 10% of the Bank's shareholder equity at December 31, 2001.
TYPES OF LOANS
The following table presents the composition of the loan portfolio and the
percentage of loans by type as follows (dollars in thousands):
December 31,
2001 2000 1999
---------------------- ---------------------- ----------------------
% of % of % of
Amount Total Loans Amount Total Loans Amount Total Loans
-------- ----------- -------- ----------- -------- -----------
Real estate-residential $ 55,812 36.7% $ 53,529 35.3% $ 48,960 34.0%
Real estate-farm 3,377 2.2 3,945 2.6 4,380 3.0
Real estate-commercial 24,117 15.9 23,063 15.2 23,718 16.5
Real estate-construction 2,937 1.9 2,044 1.3 1,397 1.0
Commercial and other 37,205 24.4 38,355 25.3 37,767 26.3
Consumer and credit card 28,710 18.9 30,864 20.3 27,555 19.2
-------- ----- -------- ----- -------- -----
$152,158 100.0% $151,800 100.0% $143,777 100.0%
======== ===== ======== ===== ======== =====
December 31,
1998 1997
---------------------- ----------------------
% of % of
Amount Total Loans Amount Total Loans
-------- ----------- -------- -----------
Real estate-residential $ 49,226 35.7% $ 41,473 34.0%
Real estate-farm 4,376 3.2 3,847 3.1
Real estate-commercial 22,713 16.4 21,205 17.4
Real estate-construction 1,238 .9 783 .6
Commercial and other 37,753 27.4 33,745 27.7
Consumer and credit card 22,585 16.4 20,981 17.2
-------- ----- -------- -----
$137,891 100.0% $122,034 100.0%
======== ===== ======== =====
The largest category of loans comprising the Bank's loan portfolio is
residential real estate loans. These loans are primarily single-family
residential real estate loans secured by a first mortgage on the dwelling. The
risks associated with these loans are primarily the risk of default in repayment
and inadequate collateral. The second largest loan segment of the Bank's loan
portfolio is the commercial and other category. The loans comprising this
category represent loans to business interest, located primarily within the
Bank's defined market areas, with no significant industry concentration.
Commercial loans include both secured and unsecured loans. The risks associated
with these loans are principally the risk in default of the repayment of
principal resulting from economic problems of the commercial customer, economic
downturn effecting the market in general and in the case of secured loans
inadequate collateral. Consumer and credit card loans comprise the next largest
area of the Bank's loan portfolio. These loans include consumer installment,
including automobile loans as well as personal and credit card loans. The risks
inherent in these loans include the risk of default in principal repayment and
in the case of secured loans, the risk of inadequate collateral. Real estate
commercial loans represent the next largest category and include development
loans as well as investment commercial real estate loans. These loans have
risks, which include the risk of default in the repayment of principal and
inadequate collateral as well as the risk of cash flow interruption due to, in
the case of rental real estate, the inability to obtain or collect adequate
rental rates.
MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATE
The following table presents maturity distribution and interest rate sensitivity
of real estate - commercial, real estate - construction and commercial and other
loans at December 31, 2001 (dollars in thousands):
After 1 Year
Within Within
1 Year 5 Years After 5 Years Total
------- ------------ ------------- -------
Real estate - commercial $22,959 $ 901 $257 $24,117
Real estate - construction 2,937 -- -- 2,937
Commercial and other 31,302 5,766 137 37,205
------- ------ ---- -------
$57,198 $6,667 $394 $64,259
======= ====== ==== =======
Fixed interest rates $ 7,523 $6,667 $394 $14,584
Variable interest rates 49,675 -- -- 49,675
------- ------ ---- -------
$57,198 $6,667 $394 $64,259
======= ====== ==== =======
RISK ELEMENTS
Loans are subject to ongoing periodic monitoring by management and the board of
directors. A loan is classified as nonaccrual when, in the opinion of
management, there are doubts about collectability of interest and principal. At
the time the accrual of interest is discontinued, future income is recognized
only when cash is received. Renegotiated loans are those loans which terms have
been renegotiated to provide a reduction or deferral of principal or interest as
a result of the deterioration of the borrower. At December 31, 2001 the majority
80.1% of the non-accrual loans is comprised of six loans. One is a mortgage loan
for $77,000. One is a consumer loan for $37,000, which is secured by a mobile
home and land. One is a consumer loan for $19,000, which is secured by a second
mortgage. The remaining three loans are for $44,000 secured by vehicles. The
following table presents information concerning nonperforming assets including
nonaccrual loans, loans 90 days or more past due, renegotiated loans, other real
estate and repossessed assets at December 31, (dollars in thousands).
December 31,
------------------------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Loans on nonaccrual basis $221 $298 $287 $ 21 $121
Loans past due 90 days or more 125 340 312 155 75
Renegotiated loans -- -- -- -- --
---- ---- ---- ---- ----
Total nonperforming loans 346 638 599 176 196
Other real estate -- -- -- 73 --
Repossessed assets -- -- -- -- --
---- ---- ---- ---- ----
Total nonperforming assets $346 $638 $599 $249 $196
==== ==== ==== ==== ====
Nonperforming loans as a percent of total loans .23% .42% .42% .13% .16%
==== ==== ==== ==== ====
Nonperforming loans as a percent of total assets .12% .24% .25% .08% .10%
==== ==== ==== ==== ====
Nonperforming assets as a percent of total assets .12% .24% .25% .11% .10%
==== ==== ==== ==== ====
The amount of interest income that would have been recognized had the loans
performed in accordance with their original terms was approximately $21,254 and
the amount of interest income that was recognized was $-0- for the year ended
December 31, 2001.
There are no loans as of December 31, 2001, other than those disclosed above,
where known information about the borrower caused management to have serious
doubts about the borrower's ability to comply with their contractual repayment
obligations. There are no concentration of loans to borrowers engaged in similar
activities, which exceed 10% of total loans that management is aware of. Based
upon the ongoing quarterly review and assessment of credit quality, management
is not aware of any trends or uncertainties related to any accounts which might
have a material adverse effect on future earnings, liquidity or capital
resources.
There are no other interest bearing assets that would be subject to disclosure
as either nonperforming or impaired if such interest bearing assets were loans.
LOAN LOSS EXPERIENCE
Management makes periodic provisions to the allowance for loan losses to
maintain the allowance at an acceptable level commensurate with the credit risks
inherent in the loan portfolio. There can be no assurances, however, that
additional provisions will not be required in future periods. The following
table presents a summary of loan losses by loan type and changes in the
allowance for loan losses for the years ended December 31, (dollars in
thousands):
Year Ended December 31,
--------------------------------------------------------
2001 2000 1999 1998 1997
-------- -------- -------- -------- --------
Allowance for loan losses at beginning of year $ 2,359 $ 1,887 $ 1,851 $ 1,745 $ 1,653
Provision charged to expense 262 540 240 183 180
Charge-offs:
Real estate-residential 0 0 0 1 0
Real estate-farm 0 0 0 0 0
Real estate-commercial 0 0 0 0 0
Real estate-construction 0 0 0 0 0
Commercial and other 122 42 171 35 20
Consumer and credit card 364 207 113 181 170
-------- -------- -------- -------- --------
Total charge-offs 486 249 284 217 190
-------- -------- -------- -------- --------
Recoveries:
Real estate-residential 0 0 0 0 0
Real estate-farm 0 0 0 0 0
Real estate-commercial 0 0 0 0 0
Real estate-construction 0 0 0 0 0
Commercial and other 21 112 13 7 7
Consumer and credit card 105 69 67 40 95
-------- -------- -------- -------- --------
Total recoveries 126 181 80 47 102
-------- -------- -------- -------- --------
Net charge-offs 360 68 204 170 88
Business acquisition 0 0 0 93 0
-------- -------- -------- -------- --------
Allowance for loan losses at end of period $ 2,261 $ 2,359 $ 1,887 $ 1,851 $ 1,745
======== ======== ======== ======== ========
Total loans outstanding $152,158 $151,800 $143,777 $137,891 $122,034
======== ======== ======== ======== ========
Average loans outstanding $153,488 $147,224 $140,202 $127,214 $119,552
======== ======== ======== ======== ========
Allowance for loan losses as a percent of total loans 1.49% 1.55% 1.31% 1.34% 1.43%
Net charge-offs as a percent of average loans .24% .05% .15% .13% .07%
The Bank reviews the adequacy of its allowance for loan losses on a quarterly
basis. In determining the adequacy of its allowance account the Bank makes
general allocations based upon loan categories, nonaccrual, past due and
classified loans. After general allocations, the Bank makes specific allocations
for individual credits. Any remaining balance is determined to be unallocated.
The Bank has determined that the reserve is adequate as of December 31, 2001,
based upon its analysis and experience. However, there can be no assurance that
the current allowance for loan losses will be adequate to absorb all future loan
losses.
The following table presents management's estimate of the allocation of the
allowance for loan losses among the loan categories, although the entire
allowance balance is available to absorb any actual charge-offs that may occur,
along with the percentage of loans in each category to total loans for the years
ended December 31 (dollars in thousands):
2001 2000 1999 1998 1997
----------------- ----------------- ----------------- ----------------- -----------------
% % % % %
of of of of of
Loans Loans Loans Loans Loans
to to to to to
Total Total Total Total Total
Allowance Loans Allowance Loans Allowance Loans Allowance Loans Allowance Loans
--------- ----- --------- ----- --------- ----- --------- ----- --------- -----
Real estate - residential $ 254 36.7% $ 450 35.3% $ 412 34.0% $ 467 35.7% $ 402 34.0%
Real estate - farm 74 2.2 23 2.6 21 3.0 28 3.2 35 3.1
Real estate - commercial 373 15.9 350 15.2 321 16.5 257 16.4 273 17.4
Real estate - construction 0 1.9 11 1.3 10 1.0 11 .9 6 .6
Commercial and other loans 964 24.4 705 25.3 646 26.3 762 27.4 568 27.7
Consumer and credit loans 596 18.9 820 20.3 477 19.2 326 16.4 342 17.2
Unallocated 0 N/A 0 N/A 0 N/A 0 N/A 119 N/A
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
$2,261 100.0% $2,359 100.0% $1,887 100.0% $1,851 100.0% $1,745 100.0%
====== ===== ====== ===== ====== ===== ====== ===== ====== =====
Item 7A Quantitative and Qualitative Disclosures About Market Risk
- ------------------------------------------------------------------
The Bank's primary market risk exposure is interest rate risk and, to a lesser
extent, liquidity risk. Because of the nature of the Bank's operations, the Bank
is not subject to currency exchange or commodity price risk and, since the Bank
has no trading portfolio, it is not subject to trading risk. The Bank's loan
portfolio, concentrated primarily within the surrounding market area, is subject
to risks associated with the local economy. Since all of the interest earning
assets and interest bearing liabilities are located at the Bank, all of the
interest rate risk lies at the Bank level. As a result, all significant interest
rate risk management procedures are performed at the Bank level.
The Bank actively manages interest rate sensitivity and asset/liability products
through an asset/liability management committee. The principle purposes of
asset-liability management are to maximize current net interest income while
minimizing the risk to future earnings of negative fluctuations in net interest
margin and to insure adequate liquidity exists to meet operational needs.
In an effort to reduce interest rate risk and protect itself from the negative
effects or rapid or prolonged changes in interest rates, the Bank has instituted
certain asset and liability management measures, including underwriting
long-term fixed rate loans that are saleable in the secondary market, offering
longer term deposit products and diversifying the loan portfolio into shorter
term consumer and commercial business loans. In addition, since the mid-1980's,
the Bank has originated adjustable-rate loans and as of December 31, 2001, they
comprised approximately 67.4% of the total loan portfolio.
One of the principal functions of the Company's asset/liability management
program is to monitor the level to which the balance sheet is subject to
interest rate risk. The goal of this program is to manage the relationship
between interest-earning assets and interest-bearing liabilities to minimize the
fluctuations in the net interest spread and achieve consistent growth in net
interest income during periods of changing interest rates.
Interest rate sensitivity is measured as the difference between the volume of
assets and liabilities that are subject to repricing in a future period of time.
These differences are known as interest sensitivity gaps. The Bank utilizes gap
management as the primary means of measuring interest rate risk. Gap analysis
identifies and quantifies the Bank's exposure or vulnerability to changes in
interest rates in relationship to the Bank's interest rate sensitivity position.
A rate sensitive asset or liability is one, which is capable of being repriced
(i.e., the interest rate can be adjusted or principal can be reinvested) within
a specified period of time. Subtracting total rate sensitive liabilities (RSL)
from total rate sensitive assets (RSA) within specified time horizons nets the
Bank's gap positions. These gaps reflect the Bank's exposure to changes in
market interest rates, as discussed below.
Because many of the Bank's deposit liabilities are capable of being immediately
repriced, the Bank offers variable rate loan products in order to help maintain
a proper balance in its ability to reprice various interest bearing assets and
liabilities. Furthermore, the Bank's deposit rates are not tied to an external
index. As a result, although changing market interest rates impact repricing,
the Bank has retained much of its control over repricing.
The Bank conducts the rate sensitivity analysis through the use of a simulation
model which also monitors earnings at risk by projecting earnings of the Bank
based upon an economic forecast of the most likely interest rate movement. The
model also calculates earnings of the Bank based upon what are estimated to be
the largest foreseeable rate increase and the largest foreseeable rate decrease.
Such analysis translates interest rate movements and the Bank's rate sensitivity
position into dollar amounts by which earnings may fluctuate as a result of rate
changes. A 2% immediate increase in interest rates would increase earnings by
6.04% and a 2% immediate decrease in interest rates would decrease earnings by
5.98%.
The data included in the table that follows indicates that the Bank is liability
sensitive within one year. Generally, a liability sensitive gap indicates that
declining interest rates could positively affect net interest income as expense
of liabilities would decrease more rapidly than interest income would decline.
Conversely, rising rates could negatively affect net interest income as income
from assets would increase less rapidly than deposit costs. During times of
rising interest rates, an asset sensitive gap could positively affect net
interest income as rates would be increased on a larger volume of assets as
compared to deposits. As a result, interest income would increase more rapidly
than interest expense. An asset sensitive gap could negatively affect net
interest income in an environment of decreasing interest rates as a greater
amount of interest bearing assets could be repricing at lower rates. Although
rate sensitivity analysis enables the Bank to minimize interest rate risk, the
magnitude of rate increases or decreases on assets versus liabilities may not
correlate directly. As a result, fluctuations in interest spreads can occur even
when repricing capabilities are perfectly matched.
It is the policy of the Bank to generally maintain a gap ratio within a range
that is plus 20 percent to minus 10 percent of total assets for the time horizon
of one year. When Management believes that interest rates will increase it can
take actions to increase the RSA/RSL ratios. When Management believes interest
rates will decline, it can take actions to decrease the RSA/RSL ratio.
During 2001, in order to adjust its interest rate sensitivity, the Bank's focus
was on spreading out the maturities of time deposits within the one-year time
frame while continuing to make variable rate loans. The above strategy was
implemented to better position the Bank for rate changes in either direction.
The Bank's asset/liability management focus for 2002 will include improving the
Bank's rate sensitivity gap. As noted above, at December 31, 2001 the Bank was
liability sensitive, however, the cumulative rate sensitivity gap was such that
the Bank's earnings and capital should not be materially affected by the
repricing of assets and liabilities due to increases or decreases in interest
rates in 2002.
Changes in market interest rates can also affect the Bank's liquidity position
through the impact rate changes may have on the market value of the Bank's
investment portfolio. Rapid increases in market rates can negatively impact the
market values of investment securities. As securities values decline it becomes
more difficult to sell investments to meet liquidity demands without incurring a
loss. The Bank can address this by increasing liquid funds, which may be
utilized to meet unexpected liquidity needs when a decline occurs in the value
of securities.
The following table presents the Bank's interest rate sensitivity gap position
as of December 31, 2001 (dollars in thousands):
INTEREST RATE SENSITIVITY GAPS
------------------------------
(IN THOUSANDS)
2002 2003 2004 2005
-------- -------- -------- -------
Interest-earnings assets:
Loans:
Fixed $ 15,527 $ 7,828 $ 6,807 $ 4,744
Variable 102,579 -- -- --
Securities:
Fixed 6,088 9,005 12,734 23,709
Variable -- -- -- --
Other interest-earning assets 23,093 -- -- --
-------- -------- -------- -------
Total interest-earning assets 147,287 16,833 19,541 28,453
-------- -------- -------- -------
Interest-bearing liabilities:
Demand and savings deposits 81,077 -- -- --
Time deposits:
Fixed 110,010 7,125 3,708 999
Variable 1,466 -- -- --
Short-term borrowings 4,295 -- -- --
FHLB advances 659 599 546 500
-------- -------- -------- -------
Total interest-bearing liabilities 197,507 7,724 4,254 1,499
-------- -------- -------- -------
Interest rate sensitivity gap (50,220) 9,109 15,287 26,954
-------- -------- -------- -------
Cumulative rate sensitivity gap $(50,220) $(41,111) $(25,824) $ 1,130
======== ======== ======== =======
Cumulative interest rate
sensitivity gap
as a percent of interest
earning assets (18.85)% (15.43)% (9.69)% 0.42%
======== ======== ======== =======
2006 Thereafter Total
------- ---------- --------
Interest-earnings assets:
Loans:
Fixed $ 2,043 $12,630 $ 49,579
Variable -- -- 102,579
Securities:
Fixed 13,484 26,203 91,223
Variable -- -- --
Other interest-earning assets -- -- 23,093
------- ------- --------
Total interest-earning assets 15,527 38,833 266,474
------- ------- --------
Interest-bearing liabilities:
Demand and savings deposits -- -- 81,077
Time deposits:
Fixed 1,385 3 123,230
Variable -- -- 1,466
Short-term borrowings -- -- 4,295
FHLB advances 459 2,464 5,227
------- ------- --------
Total interest-bearing liabilities 1,844 2,467 $215,295
------- ------- ========
Interest rate sensitivity gap 13,683 36,366
------- -------
Cumulative rate sensitivity gap $14,813 $51,179
======= =======
Cumulative interest rate
sensitivity gap
as a percent of interest
earning assets 5.56% 19.21%
======= =======
Item 8 Financial Statements and Supplementary Data
- --------------------------------------------------
The report of independent auditors and consolidated financial statements
included in the Annual Report to shareholders of Killbuck Bancshares, Inc. for
the year ended December 31, 2001, included in this report as Exhibit 13, are
incorporated herein by reference.
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
- --------------------------------------------------------------------------------
Disclosure
- ----------
None
Part III
Item 10 Directors and Executive Officers of Registrant
- ------------------------------------------------------
The following table lists the Non-Director, Executive Officers of the Company
and its subsidiary, Killbuck Savings Bank Company, and certain other information
with respect to each individual, as of December 31, 2001. The information
required by this item with respect to Directors and other executive officers of
the Company and its subsidiary, Killbuck Savings Bank Company, is incorporated
herein by reference to the information under the heading "Election of Directors
and Information with Respect to Directors and Officers" in the Proxy Statement
of the Company. The information required regarding disclosure of any known late
filings or failure by an insider to file a report required by Section 16(a) of
the Securities Exchange Act is incorporated herein by reference to the
information under the heading "Compliance with Section 16(a) of the Securities
Exchange Act of 1934" in the Proxy Statement of the Company.
Name Age All Positions with Company and Bank
- ----------------- --- -----------------------------------------------------
Craig A. Lawhead 44 Vice president and treasurer of Company since 1992;
Executive vice president of bank since 1990.
Diane S. Knowles 39 Vice president and secretary of Company since July,
2000; Senior vice president and Chief Financial
Officer of Bank since June, 2000.
Executive officers of the Company and Bank reside in or near Killbuck, Ohio and
one of the executive officers has been with the Company and Bank the past five
years.
Item 11 Executive Compensation
- ------------------------------
Information required by this item is incorporated herein by reference to the
information under the heading "Executive Compensation and Other Information" in
the Proxy Statement of the Company.
Item 12 Security Ownership of Certain Beneficial Owners and Management
- ----------------------------------------------------------------------
Information required by this item is incorporated herein by reference to the
information under the heading "Security Ownership of Certain Beneficial Owners
and Management" in the Proxy Statement of the Company.
Item 13 Certain Relationships and Related Transactions
- ------------------------------------------------------
Information required by this item is incorporated herein by reference to the
information under the heading "Certain Relationships and Related Transactions"
in the Proxy Statement of the Company and in Note 4 of the Notes to Consolidated
Financial statements included in the Annual Report to Shareholders for the year
ended December 31, 2001, included in this report as Exhibit 13, and incorporated
herein by reference.
Part IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8
- ---------------------------------------------------------------------
Financial Statements and Schedules
- ----------------------------------
The following consolidated financial statements of Killbuck Bancshares, Inc. and
subsidiary, included in the Annual Report to Shareholders for the year ended
December 31, 2001, are incorporated by reference in item 8.:
Report of Independent Auditors'
Consolidated Balance Sheet at December 31, 2001 and 2000
Consolidated Statement of Income for the Years ended December 31, 2001,
2000 and 1999
Consolidated Statement of Changes in Shareholders' Equity for the Years ended
December 31, 2001, 2000 and 1999
Consolidated Statement of Cash Flows for the Years ended December 31, 2001,
2000 and 1999
Notes to Consolidated Financial Statements
Schedules are omitted because they are inapplicable, not required, or the
information is included in the consolidated financial statements or notes
thereto.
Reports on Form 8-K
- -------------------
No reports on Form 8-K were filed during the fourth quarter of 2001.
Exhibits
--------
The following exhibits are filed herewith and/or are incorporated herein by
reference.
Exhibit
Number Description
- ------- ------------------------------------------------------------------------------
3(i) Certificate and Articles of Incorporation of Killbuck Bancshares, Inc.*
3(ii) Code of regulations of Killbuck Bancshares, Inc.*
10 Agreement and plan of reorganization with Commercial and Savings Bank Company*
12 Statement regarding computation of ratios.
13 Portions of the 2001 Annual Report to Shareholders
22 Subsidiary of the Holding Company.*
*Incorporated by reference to an identically numbered exhibit to the Form 10
(File No. 000-24147) filed with SEC on April 30, 1998 and subsequently amended
on July 8, 1998 and July 31, 1998.
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 its
behalf by the undersigned, thereunto duly authorized.
Killbuck Bancshares, Inc.
-------------------------
(Registrant)
By: /s/ Luther E. Proper
------------------------
Luther E. Proper
President and Chief Executive Officer/Director
(Duly authorized representative)
Pursuant to the requirements of the Securities Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Signatures Description Date
- ---------------------- -------------------------- --------------
/s/ Luther E. Proper President, Chief Executive March 28, 2002
- -------------------- Officer and Director
Luther E. Proper
/s/ John W. Baker Director March 28, 2002
- -----------------
John W. Baker
/s/ Ted Bratton Director March 28, 2002
- ---------------
Ted Bratton
/s/ Richard L. Fowler Director March 28, 2002
- ---------------------
Richard L. Fowler
/s/ Allan R. Mast Director March 28, 2002
- -----------------
Allan R. Mast
/s/ Max A. Miller Director March 28, 2002
- ------------------
Max A. Miller
/s/ Dean J. Mullet Director March 28, 2002
- ------------------
Dean J. Mullet
/s/ Kenneth E. Taylor Director March 28, 2002
- ---------------------
Kenneth E. Taylor
/s/ Michael S. Yoder Director March 28, 2002
- --------------------
Michael S. Yoder