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Washington, D.C. 20549
FORM 10-K
|X| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Fiscal Year Ended December 31, 2002
OR
| | Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission File Number: 030505
WEST POINTE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Illinois 36-4149655
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
5701 West Main Street, Belleville, Illinois 62226
(Address of Principal Executive Offices)
(618) 234-5700
(Registrant's telephone number, including area code)
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 $1.00 per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
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. | |
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). YES | | NO |X|
There is no non-voting common equity. There is no active trading market in
the Registrant's common equity. Based on information available to West Pointe
regarding sales of the company's common stock, the aggregate market value of the
common stock held by nonaffiliates, as of June 30, 2002, was $24,876,814. For
this purpose, all shares held by directors, executive officers and shareholders
beneficially holding five percent or more of the company's common stock have
been treated as held by affiliates.
As of March 1, 2003 there were 995,835 shares issued, of which 978,085
shares were outstanding, of the registrant's Common Stock.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 2002, are incorporated by reference in Part II.
Portions of the registrant's proxy statement for its April 9, 2003, annual
meeting of shareholders (the "2003 Proxy Statement") are incorporated by
reference in Part III.
PART I
ITEM 1. BUSINESS
BUSINESS OF THE HOLDING COMPANY
West Pointe Bancorp, Inc., referred to in this Registration Statement as
"West Pointe", the "Company", "we", or "us", was incorporated in 1997 under the
Illinois Business Corporation Act of 1983, as amended. We are registered as a
bank holding company under the Illinois Bank Holding Company Act of 1957, as
amended, and the federal Bank Holding Company Act of 1956, as amended. We
function as the holder of the capital stock of West Pointe Bank And Trust
Company (the "Bank"), our wholly owned subsidiary. Subject to constraints under
the 1956 Act, the Company may acquire or develop other financially oriented
businesses in the future, although it has no present commitments for any such
acquisition or development. Under Illinois and federal law, the Company may
acquire additional banks or engage in other permitted activities which are
closely related to banking; the Company has no present commitments for any such
bank acquisitions or for engaging in other banking related activities. Any such
acquisitions of banks or organizations engaged in permitted activities could be
made for stock, cash or debt obligations of the Company.
At the present time, except as mentioned below, West Pointe has no
material assets, liabilities or operations other than those of the Bank, does
not own or lease any property and has no paid employees. We utilize the premises
and employees of the Bank. As described in our financial statements, West Pointe
has entered into a revolving line of credit with an unaffiliated bank that had a
balance of $1,537,100 as of December 31, 2002. See the financial statements at
Item 8 of this report, including notes 9 and 20 therein. The executive offices
of West Pointe are located at 5701 West Main Street, Belleville, Illinois 62226.
FORWARD LOOKING STATEMENTS
This report contains certain forward-looking statements with respect to
the financial condition, results of operations and business of West Pointe.
These forward-looking statements are based on assumptions and describe future
plans, strategies, projections and expectations of West Pointe and are generally
identified by the use of the terms "believe", "expect", "intend", "anticipate",
"estimate", "project", or similar words. West Pointe's ability to predict
results or the actual effect of future plans or strategies is uncertain. Factors
which could have a material adverse effect on West Pointe's operations include,
but are not limited to, changes in interest rates, general economic conditions,
legislative/regulatory changes, monetary and fiscal policies of the U.S.
Government, including policies of the U.S. Treasury and the Board of Governors
of
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the Federal Reserve System, the quality or composition of the loan or
investment portfolios, demand for loan products, deposit flows, competition,
demand for financial services in West Pointe's market areas and accounting
principles and guidelines. Additionally, the policies of the State of Illinois
Office of Banks and Real Estate, Federal Deposit Insurance Corporation, the
Financial Accounting Standards Board and the Securities and Exchange Commission
could cause actual results to differ from those currently anticipated. All of
these uncertainties, as well as others, are present in a banking operation and
stockholders are cautioned that management's view of the future on which it
prices its products, evaluates collateral, sets loan reserves and estimates
costs of operation and regulation may prove to be other than as anticipated.
West Pointe assumes no obligation to update any forward-looking statements that
are made from time to time.
BANKING PRODUCTS AND SERVICES
The Bank was established in 1990 under the Illinois Banking Act, and
operates in the financial services segment. Since its establishment, it has
conducted a general banking business embracing the customary functions of
commercial banking, including residential real estate, commercial, industrial
and consumer lending, collections, safe deposit operations, and other services
tailored to individual customer needs. On April 8, 1997, the Bank became a
wholly owned subsidiary of the Company pursuant to the Plan of Reorganization
and Exchange dated as of February 12, 1997. At December 31, 2002, the Company
had total assets of $411,818,589, total deposits of $350,989,837 and total loans
(net of allowance for loan losses of $2,409,446) of $219,171,852. For
information relating to our results of operations and other financial data see
our Management's Discussion and Analysis of Financial Condition and Results of
Operations in Item 7 of this report.
The Company's primary geographic market areas consist of St. Clair and
Monroe Counties in Illinois. The Company believes that the area is experiencing
growth in both the commercial and residential populations serviced by the
Company. Our strategy is to operate as an independent, retail oriented financial
institution dedicated to serving the needs of customers in our market areas. Our
commitment is to provide a broad range of personalized products and services to
meet the needs of our customers.
RISK FACTORS
An investment in the common stock of West Pointe involves a significant
degree of risk. Investors should consider the following risk factors before
deciding to invest in the common stock.
UNPREDICTABLE ECONOMIC CONDITIONS MAY HAVE AN ADVERSE EFFECT ON THE QUALITY OF
OUR LOAN PORTFOLIO AND OUR FINANCIAL PERFORMANCE
Economic recession over a prolonged period or other economic problems in
our market areas could have a material adverse impact on the quality of our loan
portfolio and the demand for our products and services generally. Our success
depends significantly on economic conditions. The banking industry in our
geographic area is affected by general conditions such as inflation, recession,
unemployment and other factors beyond our control.
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WE COULD SUFFER LOAN LOSSES FROM A DECLINE IN CREDIT QUALITY
We could sustain losses if borrowers, guarantors and related parties fail
to perform in accordance with the terms of their loans.
CHANGES IN INTEREST RATES MAY DECREASE OUR NET INTEREST INCOME
If we cannot manage interest rate fluctuations, our net interest income
could decrease materially. Our operations depend substantially on our net
interest income, which is the difference between the interest income earned on
our interest-earning assets and the interest expense paid on our
interest-bearing liabilities. Like most depository institutions, our earnings
and net interest income are affected by changes in market interest rates and
other economic factors that are beyond our control. While we take measures to
guard against interest rate risk, these measures may not be effective in
minimizing our exposure to interest rate risk.
COMPETITION WITH OTHER FINANCIAL INSTITUTIONS COULD ADVERSELY AFFECT OUR
PROFITABILITY
We face substantial competition for loans and deposits. Competition for
loans comes principally from other banks, savings institutions, mortgage banking
companies and other lenders. Some of our competitors enjoy advantages over us,
including greater financial resources, a wider geographic presence or more
accessible branch office locations, the ability to offer a wider array of
services, or more favorable pricing alternatives and lower origination and
operating costs. This competition could decrease the number and size of loans
which we make and the interest rate which we receive on these loans.
We compete for deposits with other depository institutions such as banks,
savings institutions, and credit unions, as well as institutions offering
uninsured investment alternatives, such as money market funds and mutual funds.
These competitors may offer higher interest rates than we do, which could
decrease the deposits that we attract or require us to increase our rates to
attract new deposits. Increased deposit competition could increase our cost of
funds and adversely affect our ability to generate the funds necessary for our
lending operations.
A LOSS OF OUR SENIOR EXECUTIVES COULD ADVERSELY AFFECT US
We depend heavily on a few key executive officers. Many of our customers
bank with us because they have developed confidence in our senior executives
over many years. If we lost these individuals, a substantial loss of business
could occur.
GOVERNMENT REGULATION SIGNIFICANTLY AFFECTS OUR BUSINESS
The banking industry is extensively regulated. Banking regulations are
intended primarily to protect depositors and the federal deposit insurance
funds, not shareholders. West Pointe and the Bank are subject to regulations and
supervision by both state and federal banking regulatory agencies. Regulatory
requirements affect our lending practices, capital level, investment
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practices, dividend policy and growth. Our failure to meet minimum capital
requirements could result in actions by our regulators that could adversely
affect our ability to pay dividends or otherwise adversely affect our
operations.
ABSENCE OF A PUBLIC MARKET FOR OUR COMMON STOCK
There is no established public market for the common stock, and an active
trading market may not develop. Holders of the common stock may have difficulty
reselling their shares.
LENDING ACTIVITIES
The Bank makes and services both secured and unsecured loans to
individuals, firms and corporations. The Bank's loan portfolio is composed of
loans in the following categories: commercial, financial and agricultural;
commercial real estate; real estate construction; consumer residential real
estate; and other consumer loans. The percent of loans for the various areas of
business of the Bank as of December 31, 2002, based on principal amount, were
26.9% commercial, 24.1% residential real estate, 43.7% other real estate, 2.7%
automobile and 2.6% other consumer loans. As of December 31, 2002, the Bank had
approximately 5,580 loans outstanding in the aggregate amount of $221,581,298.
The commercial, financial and agricultural loan portfolio is diversified
and includes loans secured by non-real estate collateral to manufacturers,
retailers, distributors, service providers and investors. Emphasis is generally
placed upon middle-market and community businesses with financial stability and
known local management. Underlying collateral for commercial, financial and
agricultural loans includes, but is not limited to, inventory, equipment,
vehicles and accounts receivable. In the case of corporations, the Bank may
obtain personal guarantees from principal shareholders and/or officers.
The commercial real estate loan portfolio consists largely of mortgage
loans secured by commercial properties located in the communities served by West
Pointe's banking centers. A significant portion of the commercial real estate
portfolio is comprised of traditional commercial loans with real estate taken as
additional collateral. These loans are made to fund the acquisition of buildings
and real estate for commercial, industrial, office and retail use. The maximum
loan-to-value ratio applicable to improved commercial properties is 85%. Prior
approval of the Bank's Loan and Discount Committee is required for new loans
with loan-to-value ratios exceeding this limit.
The real estate construction loan portfolio consists of loans made to
finance land development preparatory to erecting new structures or the on-site
construction of 1-4 family residences, commercial properties, retail centers,
medical and business offices, warehouse facilities and multi-family residential
developments. The maximum loan-to-value ratio applicable to loans made for the
purpose of land development activities is 75%. The maximum loan-to-value ratios
applicable to commercial/multi-family and 1-4 family residential construction
loans are 80% and 85%, respectively.
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The 1-4 family residential real estate portfolio is predominantly
comprised of loans extended for owner-occupied residential properties. These
loans typically are secured by first mortgages on the properties financed and
generally have a maximum loan-to-value ratio of 85%. The amortization periods
for these loans generally do not exceed twenty years with interest being
calculated on a fixed or floating rate basis. The 1-4 family residential real
estate category also includes home equity lines of credit and closed-end second
mortgage loans. Closed-end second mortgage loans generally bear a fixed rate of
interest over a three to five year term with a five to fifteen year
amortization, while home equity lines of credit generally have an interest rate
indexed to the prime rate. Home equity loans generally have a maximum
loan-to-value ratio of 85%. Generally, any portion of 1-4 family residential
real estate loans exceeding 80% of the loan-to-value ratio requires private
mortgage insurance.
The consumer loan portfolio consists of both secured and unsecured loans
to individuals for household, family, and other personal expenditures such as
automobile financing, home improvements and recreational and educational
purposes. Consumer loans are typically structured with fixed rates of interest
and full amortization of principal and interest within three to five years. The
maximum loan-to-value ratio applicable to consumer loans is generally 80%. This
category of loans also includes revolving credit products such as checking
overdraft protection and MasterCard and VISA credit cards. Consumer loans are
either unsecured or are secured with various forms of collateral, other than
real estate.
The Bank's asset quality management program, particularly with regard to
loans, is designed to analyze potential risk elements and to support the growth
of a profitable and high quality loan portfolio. The Bank employs the use of a
loan rating system to monitor the loan portfolio and to determine the adequacy
of the allowance for loan losses. The Bank's lending philosophy is to invest in
loans in the communities served by its banking centers so it can effectively
monitor and control credit risk. The majority of the loan portfolio is comprised
of retail loans and loans to small-to-midsized businesses. A periodic review of
selected credits (based on loan size) is conducted to identify loans with
heightened risks or inherent losses. Factors which could contribute to increased
risk in the loan portfolio include, but are not limited to, changes in interest
rates, general economic conditions and reduced collateral values. The loan
portfolio does not include any loans to foreign countries.
As of December 31, 2002, and effective January 31, 2003, the statutory
legal lending limit amount for the Bank to loan to one customer was $7,457,900.
DEPOSIT ACTIVITIES
The Bank offers similar types of deposit accounts to those offered by
other financial institutions. The categories of deposit accounts within the
Bank's portfolio include non-interest bearing demand deposits, interest bearing
demand deposits, savings and money market deposits, time deposits of $100,000
and more, and time deposits of less than $100,000. On December 31, 2002, the
Bank had approximately 26,630 deposit accounts representing $350,989,837 in
deposits.
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Core deposits originating within the communities served by our banking
locations continue to be the Bank's most reliable and most important source of
funds. Deposit products are offered to individuals, partnerships, corporations,
public entities and not-for-profit organizations. Within each deposit category,
customers have a variety of product options to choose from, each of which may
have characteristics specifically suited to their needs. These product options
may have variations in service fees, minimum balance requirements and interest
rates. In the case of time deposits, the Bank offers a wide variety of products
with varying maturity terms and rates. The Bank operates in a highly competitive
market place for deposits and strives to price its deposit products accordingly.
The Bank has no brokered deposits. No material portion of the Bank's deposits
has been obtained from a single customer or customers (including federal, state,
and local governments and agencies) the loss of any one or more of which would
have a materially adverse effect on the Bank, nor is a material portion of the
Bank's deposits concentrated within a single industry or group of related
industries.
INVESTMENTS
The Bank invests a portion of its assets in U.S Treasury and U.S.
agencies, mortgage-backed securities, state, county and municipal obligations
and equity securities. The Bank's investments are managed in relation to loan
demand and deposit growth, and are generally used to provide for the investment
of excess funds at yields and risks relative to yields and risks of the loan
portfolio, while providing liquidity to fund increases in loan demand or to
offset fluctuations in deposits. The Bank does not engage in hedging activities.
The Bank classifies investment securities as available for sale or held to
maturity. Available-for-sale investment securities are held with the option of
their disposal in the foreseeable future to meet investment objectives or for
other operational needs. Held-to-maturity investment securities generally
provide a relatively stable source of income. As of December 31, 2002, the Bank
had no investment securities classified as held to maturity.
Available-for-sale investment securities are recorded at fair value. As of
December 31, 2002, all of the investment securities held in the Bank's
investment portfolio are classified as available for sale. At December 31, 2002,
the Bank's available-for-sale portion of the investment securities portfolio
reflected a fair value of $146,751,455 and an amortized cost of $143,220,825.
The U.S. agencies portion of the available-for-sale portfolio is comprised
primarily of securities issued by the Federal Home Loan Bank. Available-for-sale
mortgage-backed securities is comprised of securities issued by the Federal Home
Loan Mortgage Corporation, the Federal National Mortgage Association and the
Government National Mortgage Association. Over 75% of the obligations of states
and political subdivisions portion of the available-for-sale portfolio is rated
by either Moody's Rating Service or Standard and Poor's Rating Service as "AAA".
Holdings of Federal Home Loan Bank stock comprise the equity securities portion
of the available-for-sale portfolio.
In the foreseeable future, the Bank intends to purchase investment
securities with characteristics similar to those currently held in the
portfolio.
SUPERVISION AND REGULATION
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General
West Pointe and the Bank are subject to regulation and supervision by
various governmental regulatory authorities including, but not limited to, the
Board of Governors of the Federal Reserve System (the "FRB"), the Federal
Deposit Insurance Corporation (the "FDIC"), and the Illinois Office of Banks and
Real Estate ("OBRE"). Financial institutions and their holding companies are
extensively regulated under federal and state law. The effect of such statutes,
regulations and policies can be significant, and the timing and effect of
changes to these laws cannot always be predicted.
Federal and state laws and regulations generally applicable to financial
institutions, such as West Pointe and the Bank, regulate, among other things,
the scope of business, investments, reserves against deposits, capital levels
relative to operations, the nature and amount of collateral for loans, the
establishment of branches, mergers and consolidations, and dividends. This
supervision and regulation is intended primarily for the protection of the
FDIC's Bank Insurance Fund ("BIF") and the depositors, rather than the
stockholders of a financial institution.
The following references to material statutes and regulations affecting
West Pointe and the Bank are brief summaries thereof and are qualified in their
entirety by reference to the full text of such statutes and regulations. Any
change in applicable law or regulations may have a material effect on the
business of West Pointe and the Bank.
Bank Holding Company Act Of 1956, As Amended
A bank holding company is subject to regulation under the Bank Holding
Company Act of 1956, as amended (the "Act"), and must register with the FRB
under that Act. A bank holding company is required by the Act to file an annual
report of its operations and such additional information as the FRB may require.
As a bank holding company, the Company and its bank subsidiary are subject to
examination by the FRB. The FRB has jurisdiction to regulate the terms of
certain debt issues of bank holding companies and the authority to impose
reserve requirements.
The Act currently prohibits a bank holding company, or any subsidiary
thereof other than a bank, from acquiring all or substantially all the assets of
any bank, or for a bank holding company or any subsidiary from acquiring more
than 5% of the voting shares of any bank, unless the acquiror receives prior
approval from the FRB.
The 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 any company which is not a bank and from engaging in any
business other than that of banking, managing and controlling banks, or
furnishing services to banks and their subsidiaries. Bank holding companies may
engage in, and may own shares of companies engaged in, certain businesses found
by the FRB to be so closely related to banking as to be a proper incident
thereto. Under current regulations of the FRB, a bank holding company and its
nonbank subsidiaries are permitted, among other activities, to engage in certain
banking-related business ventures, and the
activities of the Company's non-bank subsidiaries fall within these permitted
activities. Federal law prohibits acquisition of control of a bank or bank
holding company without prior notice to certain federal bank regulators.
"Control" is defined in certain cases as acquisition of as little as 10% of the
outstanding shares of any such entity. Additionally, under certain circumstances
a bank holding company is restricted from purchasing its own stock without
obtaining approval of the FRB.
Capital Standards
The FRB, FDIC and other federal banking agencies have established
risk-based capital adequacy guidelines intended to provide a measure of capital
adequacy that reflects the degree of risk associated with a banking
organization's operations, both for transactions reported on the balance sheet
as assets, and transactions, such as letters of credit and recourse
arrangements, which are reported as off-balance sheet items. Under these
guidelines, nominal dollar amounts of assets and credit equivalent amounts of
off-balance sheet items are multiplied by one of several risk adjustment
percentages which range from 0% for assets with low credit risk, such as certain
U.S. government securities, to 100% for assets with relatively higher credit
risk.
A banking organization's qualifying capital is categorized as Tier 1 and
Tier 2 capital, as detailed below, and risk-based capital ratios are obtained by
dividing its qualifying capital by its total risk-adjusted assets and
off-balance sheet items. The regulators measure risk-adjusted assets and
off-balance sheet items against both Tier 1 capital and total qualifying
capital, which is the sum of Tier 1 capital and limited amounts of Tier 2
capital. Tier 1 capital consists of common stock, retained earnings,
noncumulative perpetual preferred stock and minority interests in certain
subsidiaries, less most intangible assets. Tier 2 capital may consist of a
limited amount of the allowance for loan losses and certain other instruments
with some characteristics of equity. The inclusion of elements of Tier 2 capital
is subject to certain other requirements and limitations of the federal banking
agencies. Since December 31, 1992, the federal banking agencies have required
that banks maintain a Total capital ratio of at least 8% and a Tier 1 capital
ratio of at least 4%.
In addition to the risk-based guidelines, federal banking regulators
require banking organizations to maintain a minimum amount of Tier 1 capital to
average total assets, referred to as the leverage ratio. The regulators also
have the discretion to set individual minimum capital requirements for specific
institutions at rates above the minimum guidelines and ratios.
Prompt Corrective Action And Other Enforcement Mechanisms
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") requires each federal banking agency to take prompt corrective action
to resolve the problems of insured depository institutions, including but not
limited to those that fall below one or more of the prescribed minimum capital
ratios. The law requires each federal banking agency to promulgate regulations
defining the following five categories in which an insured depository
institution will be placed, based on the level of its capital ratios:
well-capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized. In September of 1992, the
federal banking agencies issued uniform final regulations implementing the
prompt
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corrective action provisions of the FDICIA. An insured depository institution
generally will be classified in the following categories based on capital
measures indicated below:
"Well-Capitalized": Total risk-based capital of 10% or more; Tier 1
risk-based ratio capital of 6% or more; and a Leverage ratio of 5% or more.
"Adequately Capitalized": Total risk-based capital of at least 8%; Tier 1
risk-based capital of at least 4%; and a Leverage ratio of at least 4%.
"Undercapitalized": Total risk-based capital less than 8%; Tier 1
risk-based capital less than 4%; or a Leverage ratio less than 4%.
"Significantly Undercapitalized": Total risk-based capital less than 6%;
Tier 1 risk-based capital less than 3%; or a Leverage ratio less than 3%.
"Critically Undercapitalized": Tangible equity to total assets less than
2%.
An institution that, based upon its capital levels, is classified as
either well-capitalized, adequately capitalized, or undercapitalized may be
treated as though it were in the next lower capital category if the appropriate
federal banking agency, after notice and opportunity for hearing, determines
that an unsafe or unsound condition or an unsafe or unsound practice warrants
such treatment. At each successive lower capital category, an insured depository
institution is subject to more restrictions. The federal banking agencies,
however, may not treat an institution as "critically undercapitalized" unless
its capital ratio actually warrants such treatment.
If an insured depository institution is undercapitalized, it will be
closely monitored by the appropriate federal banking agency. Undercapitalized
institutions must submit an acceptable capital restoration plan with a guarantee
of performance issued by the holding company. Further restrictions and sanctions
are required to be imposed on insured depository institutions that are
critically undercapitalized. The most important additional measure is that the
appropriate federal banking agency is required to either appoint a receiver for
the institution within 90 days or obtain the concurrence of the FDIC in another
form of action.
In addition to measures taken under the prompt corrective action
provisions, commercial banking organizations may be subject to potential
enforcement actions by the federal regulators for unsafe or unsound practices in
conducting their businesses or for violations of any law, rule, regulation or
any condition imposed in writing by the agency or any written agreement with the
agency. Enforcement actions may include the imposition of a conservator or
receiver, the issuance of a cease-and-desist order that can be judicially
enforced, the termination of insurance of deposits (in the case of a depository
institution), the imposition of civil money penalties, the issuance of
directives to increase capital, the issuance of formal and informal agreements,
the issuance of removal and prohibition orders against institution-affiliated
parties and the enforcement of such actions through injunctions or restraining
orders based upon a prima facie showing by the agency that such relief is
appropriate. Additionally, a holding company's
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inability to serve as a source of strength to its subsidiary banking
organizations could serve as further basis for a regulatory action against the
holding company.
As of December 31, 2002 and based on the guidelines set out above, the
Company's calculations showed that the Company and the Bank were classified as
"well capitalized" under the above guidelines. It is the practice of the Company
to comply with all applicable capitalization requirements.
Standards For Safety And Soundness
The FDICIA, as amended, and the Riegle Community Development and
Regulatory Improvement Act of 1994 require the FRB, together with the other
federal bank regulatory agencies, to prescribe standards of safety and soundness
by regulations or guidelines relating generally to operations and management,
asset growth, asset quality, earnings, stock valuation, and compensation.
Effective in August of 1995, the FRB and the other federal bank regulatory
agencies adopted a set of guidelines prescribing safety and soundness standards
pursuant to the FDICIA, as amended. The 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. In general, the guidelines require, among
other things, appropriate systems and practices to identify and manage the risks
and exposures specified in the guidelines. The guidelines prohibit excessive
compensation as an unsafe and unsound practice and describe compensation as
excessive when the amounts paid are unreasonable or disproportionate to the
services performed by an executive officer, employee, director or principal
shareholder.
In addition, the FRB adopted regulations that authorize, but do not
require, the FRB to order an institution that has been given notice that it is
not satisfying any of such safety and soundness standards to submit a compliance
plan. If, after being so notified, an institution fails to submit an acceptable
compliance plan or fails in any material respect to implement an accepted
compliance plan, the FRB must issue an order directing action to correct the
deficiency and may also issue an order directing other actions of the types to
which an undercapitalized institution is subject under the "prompt corrective
action" provisions of the FDICIA. If an institution fails to comply with such an
order, the FRB may seek to enforce the order in judicial proceedings and to
impose civil money penalties. The FRB and the other federal bank regulatory
agencies have also adopted guidelines for asset quality and earnings standards.
A range of other provisions in the FDICIA include requirements applicable
to: closure of branches; additional disclosures to depositors with respect to
terms and interest rates applicable to deposit accounts; uniform regulations for
extensions of credit secured by real estate; restrictions on activities of and
investments by state-chartered banks; modification of accounting standards to
conform to accounting principles generally accepted in the United States of
America, including the reporting of off-balance sheet items and supplemental
disclosure of estimated fair market value of assets and liabilities in financial
statements filed with the banking regulators; penalties in making or failing to
file assessment reports with the FDIC; restrictions on extensions of credit to
directors, officers and principal stockholders; and reporting requirements on
agricultural loans and loans to small businesses.
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In August of 1995 the FRB, FDIC and other federal banking agencies
published a final rule modifying their existing risk-based capital standards to
provide for consideration of interest rate risk when assessing the capital
adequacy of a bank. Under the final rule, the FRB and FDIC must explicitly
include a bank's exposure to declines in the economic value of its capital due
to changes in interest rates as a factor in evaluating a bank's capital
adequacy.
Dividend Restrictions
The FRB generally prohibits a bank holding company from declaring or
paying a cash dividend which would impose undue pressure on the capital of
subsidiary banks or would be funded only through borrowing or other arrangements
that might adversely affect a bank holding company's financial position. The
FRB's policy is that a bank holding company should not initiate or continue cash
dividends on its common stock unless its net income is sufficient to fully fund
each dividend and its prospective rate of earnings retention appears consistent
with its capital needs, asset quality and overall financial condition. A bank
holding company is expected to act as a source of financial strength for each of
its subsidiary banks and to commit resources to support its subsidiary banks in
circumstances when it might not do so in the absence of such policy. Our ability
to pay any dividends in the future depends in large part on the ability of the
Bank to pay dividends to us. The ability of the Bank to pay dividends is subject
to restrictions set forth in the banking and corporate laws of each state and
regulations of the FDIC. Additionally, under the FDICIA a bank may not make any
capital distribution, including the payment of dividends, if, after making such
distribution, the bank would be in any of the "under-capitalized" categories
under the FDIC's Prompt Corrective Action regulations.
Under the Financial Institution's Supervisory Act, the FDIC also has the
authority to prohibit a bank from engaging in business practices which the FDIC
considers to be unsafe or unsound. It is also possible, depending upon the
financial condition of the bank and other factors, the FDIC could assert that
the payment of dividends or other payments in some circumstances might be an
unsafe or unsound practice and thereby prohibit such payments.
Federal Deposit Insurance
Under the FDICIA, the Bank, as an FDIC-insured institution, is required to
pay deposit insurance premiums based on the risk it poses to the insurance fund.
The FDIC has authority to raise or lower assessment rates on insured deposits in
order to achieve certain designated reserve ratios in the insurance funds and to
impose special additional assessments. The assessment rate schedule for premium
assessment provides for an assessment range of 0% to 0.27% of deposits,
depending on capital and supervisory factors. Each depository institution is
assigned to one of three capital groups: "well capitalized," "adequately
capitalized" or "under capitalized." Within each capital group, institutions are
assigned to one of three supervisory subgroups: "Subgroup A," "Subgroup B" or
"Subgroup C". Accordingly, there are nine combinations of capital groups and
supervisory subgroups to which varying assessment rates would be applicable. An
institution's assessment rate depends on the capital category and supervisory
category to which it is assigned. Deposit insurance may be terminated by the
FDIC upon a finding that an institution has engaged in unsafe or unsound
practices, is in an unsafe or unsound condition to continue
12
operations or has violated any applicable law, regulation, rule, order or
condition imposed by the FDIC. The management of the Bank does not know of any
practice, condition or violation that might lead to termination of deposit
insurance. During 2002, the Bank was assessed deposit insurance in the aggregate
amount of $55,553.
Restrictions On Affiliate Transactions
Transactions between a bank holding company and its subsidiary banks are
subject to a number of other restrictions. FRB policies forbid the payment by
bank subsidiaries of management fees which are unreasonable in amount or exceed
the fair market value of the services rendered or, if no market exists, actual
costs plus a reasonable profit. Additionally, a bank holding company and its
subsidiaries are prohibited from engaging in certain tie-in arrangements in
connection with the extension of credit, sale or lease of property, or
furnishing of services. Subject to certain limitations, depository institution
subsidiaries of bank holding companies may extend credit to, invest in the
securities of, purchase assets from, or issue a guarantee, acceptance, or letter
of credit on behalf of, an affiliate, provided that the aggregate of such
transactions with affiliates may not exceed 10% of the capital stock and surplus
of the institution, and the aggregate of such transactions with all affiliates
may not exceed 20% of the capital stock and surplus of such institution. A bank
holding company may only borrow from depository institution subsidiaries if the
loan is secured by marketable obligations with a value of a designated amount in
excess of the loan. Further, the bank holding company may not sell a low-quality
asset to a depository institution subsidiary. Bank holding companies are also
restricted in the extent to which they and their subsidiaries can borrow or
otherwise obtain credit from one another or engage in certain other
transactions. The "covered transactions" that an insured depository institution
and its subsidiaries are permitted to engage in with their nondepository
affiliates are limited to the following amounts: (i) in the case of any one such
affiliate, the aggregate amount of covered transactions of the insured
depository institution and its subsidiaries cannot exceed 10% of the capital
stock and the surplus of the insured depository institution; and (ii) in the
case of all affiliates, the aggregate amount of covered transactions of the
insured depository institution and its subsidiaries cannot exceed 20% of the
capital stock and surplus of the insured depository institution. In addition,
extensions of credit that constitute covered transactions must be collateralized
in prescribed amounts. "Covered transactions" are defined by statute to include
a loan or extension of credit to the affiliate, a purchase of securities issued
by an affiliate, a purchase of assets from the affiliate (unless otherwise
exempted by the FRB), the acceptance of securities issued by the affiliate as
collateral for a loan and the issuance of a guarantee, acceptance, or letter of
credit for the benefit of an affiliate.
Community Reinvestment Act
Under the Community Reinvestment Act ("CRA"), a financial institution has
a continuing and affirmative obligation, consistent with the safe and sound
operation of such institution, to help meet the credit needs of its entire
community, including low-income and moderate-income neighborhoods. The CRA does
not establish specific lending requirements or programs for financial
institutions, nor does it limit an institution's discretion to develop the types
of products and services that it believes, consistent with the CRA, are best
suited to its particular community. The CRA requires each federal banking
agency, in connection with its examination of a financial
13
institution, to assess and assign one of four ratings to the institution's
record of meeting the credit needs of its community and to take such record into
account in its evaluation of certain applications by the institution, including
applications for charters, branches and other deposit facilities, relocations,
mergers, consolidations, acquisitions of assets or assumptions of liabilities,
and savings and loan holding company acquisitions. The CRA also requires that
all institutions make public disclosure of their CRA ratings.
In April of 1995, the FRB, the Office of the Comptroller of the Currency
and other federal banking agencies adopted amendments revising their CRA
regulations. Among other things, the amended CRA regulations substitute, for the
prior process-based assessment factors, a new evaluation system that rates an
institution based on its actual performance in meeting community needs. In
particular, the new system focuses on three tests: (i) a lending test, to
evaluate the institution's record of making loans in its assessment areas; (ii)
an investment test, to evaluate the institution's record of investing in
community development projects, affordable housing, and programs benefiting low
or moderate income individuals and businesses; and (iii) a service test, to
evaluate the institution's delivery of services through its branches, automated
teller machines and other offices. The amended CRA regulations also clarify how
an institution's CRA performance would be considered in the application process.
The Bank received a satisfactory rating on its most recent CRA performance
evaluation.
Financial Institutions Reform, Recovery And Enforcement Act Of 1988
The Financial Institutions Reform, Recovery, and Enforcement Act of 1989
("FIRREA") reorganized and reformed the regulatory structure applicable to
financial institutions generally. Among other things, FIRREA enhanced the
supervisory and enforcement powers for the federal bank regulatory agencies;
required insured financial institutions to guaranty repayment of losses incurred
by the FDIC in connection with the failure of an affiliated financial
institution; required financial institutions to provide their primary federal
regulator with notice, under certain circumstances, of changes in senior
management and broadened authority for bank holding companies to acquire savings
institutions.
Under FIRREA, federal bank regulators were granted expanded enforcement
authority over "institution-affiliated parties" (i.e., officers, directors,
controlling stockholders, attorneys, appraisers and accountants who knowingly or
recklessly participate in wrongful action likely to have an adverse effect on an
insured institution). Federal banking regulators have power to bring enforcement
actions against insured institutions and institution-affiliated parties,
including cease-and-desist orders, prohibition orders, civil money penalties,
termination of insurance and the imposition of operating restrictions and
capital plan requirements. In general, these enforcement actions may be
initiated for violations of laws and regulations and unsafe or unsound
practices. Since the enactment of FIRREA, the federal bank regulators have
significantly increased the use of written agreements to correct compliance
deficiencies with respect to applicable laws and regulations and to ensure safe
and sound practices. Violations of such written agreements are grounds for
initiation of cease-and-desist proceedings. FIRREA granted the FDIC back-up
enforcement authority to recommend enforcement action to an appropriate federal
banking agency and to bring such enforcement action against a financial
institution or an institution-affiliated party if such federal banking agency
fails to follow the FDIC's recommendation. In
14
addition, FIRREA generally requires public disclosure of final enforcement
actions by the federal banking agencies.
FIRREA also established a cross-guarantee provision ("Cross-Guarantee")
pursuant to which the FDIC may recover from a depository institution losses that
the FDIC incurs in providing assistance to, or paying off the depositors of, any
of such depository institution's affiliated insured banks or thrifts. The
Cross-Guarantee thus enables the FDIC to assess a holding company's healthy Bank
Insurance Fund members and Savings Association Insurance Fund members for the
losses of any of such holding company's failed BIF and SAIF members.
Cross-Guarantee liabilities are generally superior in priority to obligations of
the depository institution to its stockholders due solely to their status as
stockholders and obligations to other affiliates. Cross-Guarantee liabilities
are generally subordinated to deposit liabilities, secured obligations or any
other general or senior liabilities, and any obligations subordinated to
depositors or other general creditors.
Monetary Policy And Economic Conditions
The earnings of the Company are affected by general economic conditions
and by the policies of various governmental regulatory authorities. In
particular, the actions and policies of the FRB exert a major influence on
interest rates charged on loans and paid on deposits, credit conditions, the
growth of loans, and the price of assets such as securities. Some of the methods
used by the FRB to promote orderly economic growth by influencing interest rates
and the supply of money and credit include open market operations in U.S.
Government securities, changes in the discount rate on member bank borrowings,
and changes in reserve requirements against member bank deposits. In addition to
the actions of the FRB, the Company's earnings are also affected by FDIC
insurance premiums. The effect of the various measures used by the FRB and other
regulatory authorities on the future business and earnings of the Company cannot
be reasonably predicted.
Illinois Regulation
We are subject to additional regulation under the Illinois Bank Holding
Company Act of 1957, as amended. As an Illinois bank holding company, we are
subject to examination by OBRE. The Bank is organized under the laws of the
State of Illinois and as such is subject to OBRE supervision. The OBRE requires
all state banks to file a full and accurate statement of their affairs annually,
and OBRE examiners conduct periodic examinations of state banks.
The OBRE has the right to promulgate rules and regulations necessary for
the supervision and regulation of Illinois banks under its jurisdiction and for
the protection of the public investing in such institutions. The regulatory
authority of the OBRE includes, but is not limited to, the establishment of
reserve requirements; the regulation of the payment of dividends; the regulation
of stock repurchases; the regulation of incorporators, shareholders, directors,
officers and employees; the establishment of permitted types of withdrawable
accounts and types of contracts for savings programs, loans and investments; the
regulation of the conduct and management of banks, chartering and branching of
institutions, mergers, conversions; and, limitations on investments in and loans
to affiliates.
15
The OBRE generally conducts regular annual examinations of Illinois banks
to assure that these institutions are being operated in compliance with
applicable Illinois law and regulations and in a safe and sound manner, and the
banks are required to pay the fees for these supervisory operations. The OBRE
has the power to remove or impose civil or criminal fines upon any director,
officer, employee, or agent of a state bank if such person, in the conduct of
the business of the bank, has engaged in an unsafe or unsound practice. Further,
if the OBRE finds that a state bank's capital is impaired or in an otherwise
unsound condition, its business is being conducted in an unlawful, fraudulent or
unsafe manner, its operations are unable to continue, or the OBRE examination is
obstructed or impeded, the OBRE must notify the board of directors of its
findings. If such condition is not remedied within a prescribed time period, the
OBRE must take possession and control of the bank and its assets for the purpose
of examination, reorganization or liquidation through receivership.
Under Illinois law, a bank may pay dividends without OBRE approval so long
as the amount of the dividend does not exceed net profits then on hand, after
the bank's losses and bad debts, and subject to certain additional OBRE
requirements.
Recent Legislation
These laws and regulations are under constant review by various agencies
and legislatures and are subject to sweeping change. Most recently was the
passage of financial modernization legislation in late 1999, the
Gramm-Leach-Bliley Act ("GLB Act"), which contains major changes in laws that
previously kept the banking industry largely separate from the securities and
insurance industries. The GLB Act authorizes the creation of a new kind of
financial institution, known as a "financial holding company" and a new kind of
bank subsidiary called a "financial subsidiary", which may engage in a broader
range of investment banking, insurance agency, brokerage, and underwriting
activities. The GLB Act also includes privacy provisions that limit banks'
abilities to disclose non-public information about customers to non-affiliated
entities. Banking organizations are not required to become financial holding
companies, but instead may continue to operate as bank holding companies,
providing the same services they were authorized to provide prior the enactment
of the GLB Act.
In addition to its regulatory powers, the Federal Reserve impacts the
conditions under which the Company operates by its influence over the national
supply of bank credit. The Federal Reserve Board employs open market operations
in U.S. Government securities, changes in the discount rate on bank borrowings,
and changes in reserve requirements on bank deposits in implementing its
monetary policy objectives. These instruments are used in varying combinations
to influence the overall level of bank loans, investments and deposits, the
interest rates charged on loans and paid for deposits, the price of the dollar
in foreign exchange markets and the level of inflation. The effects of the
foregoing on the economic condition of the Company may be significant and cannot
be predicted with certainty.
COMPETITION
16
We encounter strong competition both in making loans and in attracting
deposits. The deregulation of the banking industry and the widespread enactment
of state laws permitting multi-bank holding companies, as well as an increasing
level of interstate banking have created a highly competitive environment for
commercial banking. In various aspects of its business, the Bank competes with
other commercial banks, savings and loan associations, credit unions, finance
companies, mutual funds, insurance companies, brokerage and investment banking
companies, and other financial intermediaries. Most of these competitors, some
of which are affiliated with bank holding companies, have substantially greater
resources and lending limits, and may offer certain services that the Bank does
not currently provide. In addition, many of the Bank's non-bank competitors are
not subject to the same extensive federal regulations that govern bank holding
companies and federally insured banks. Recent federal and state legislation,
including the GLB Act discussed above, has heightened the competitive
environment in which financial institutions must conduct their business, and the
potential for competition among financial institutions of all types has
increased significantly. We believe that we compete with approximately 15
financial institutions in our geographic market.
To compete effectively, the Bank relies upon specialized services,
responsive handling of customer needs, and personal contacts by its officers,
directors, and employees. Large multi-branch banking competitors tend to compete
primarily by rate and the number and location of branches, while smaller,
independent institutions like the Bank tend to compete primarily by rate and
personal service.
EMPLOYEES
As of December 31, 2002, the Bank employed 117 full-time employees and 23
part-time employees. The Company does not have any employees and uses the
employees retained by the Bank. No collective bargaining unit represents the
employees. The Company and the Bank consider relations with their employees to
be good.
ITEM 2. PROPERTIES.
The Company and the Bank both operate out of the Bank's headquarters
office and four branch offices, all of which are owned with the exception of one
branch office. The following is a brief description of the properties owned and
leased by the Company:
Location Size Description Owned/Leased
-------- ---- ----------- ------------
Belleville, Illinois 23,500 s.f. Headquarters Owned
Belleville, Illinois 15,600 s.f. Branch Office Owned
Swansea, Illinois 7,200 s.f. Branch Office Owned
Columbia, Illinois 3,200 s.f. Branch Office Leased
Dupo, Illinois 2,900 s.f. Branch Office Owned
Belleville, Illinois 21,700 s.f. Office Space(1) Owned
(1) The Company uses a portion of this property for record retention purposes
only; the remaining portion of the property is leased to third parties on
an interim basis.
17
ITEM 3. LEGAL PROCEEDINGS
Periodically, there have been various claims and lawsuits involving the
Bank, such as claims to enforce liens, condemnation proceedings on properties in
which the Bank holds security interests, claims involving the making and
servicing of real property loans, various civil actions and other issues
incident to the Bank's business. Bank management is of the opinion, based upon
present information, including evaluations by outside counsel, that the Bank's
financial condition or results of operations will not be materially affected by
the ultimate resolution of pending or threatened legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS
During the fourth quarter of 2002, the Company did not submit any matters
to the vote of security holders through the solicitation of proxies or
otherwise.
Executive Officers of the Registrant
Information regarding executive officers is contained in Item 10 of Part III
of this report and is hereby incorporated by reference.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The section of our Annual Report to the Shareholders for the fiscal year
ended December 31, 2002, entitled "Common Stock and Related Matters" is hereby
incorporated by reference. No other sections of the Annual Report are
incorporated herein by this reference.
For information regarding securities issued under our equity compensation
plans, see "Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Information."
Recent Sale of Unregistered Securities
We did not sell any unregistered equity securities during 2002.
ITEM 6. SELECTED FINANCIAL DATA
The section of our Annual Report to the Shareholders for the fiscal year
ended December 31, 2002, entitled "Selected Consolidated Financial Information"
is hereby incorporated by reference. No other sections of such Annual Report are
incorporated herein by this reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The sections of the Annual Report to the Shareholders for the fiscal year
ended December 31, 2002, entitled "Management's Discussion and Analysis of
Financial Condition and Results of
18
Operations" is hereby incorporated by reference. No other sections of such
Annual Report are incorporated herein by this reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The sections of our Annual Report to the Shareholders for the fiscal year
ended December 31, 2002 entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations-Capital Resources and
Asset/Liability Management" is hereby incorporated by reference. No other
sections of such Annual Report are incorporated herein by this reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The sections of the Annual Report to the Shareholders for the fiscal year
ended December 31, 2002, entitled "Quarterly Financial Information (unaudited),"
"Independent Auditors' Report," "West Pointe Bancorp, Inc. and Subsidiary
Consolidated Balance Sheets," "West Pointe Bancorp, Inc. and Subsidiary
Consolidated Statements of Income," "West Pointe Bancorp, Inc. and Subsidiary
Consolidated Statements of Comprehensive Income," "West Pointe Bancorp, Inc. and
Subsidiary Consolidated Statements of Stockholders' Equity," "West Pointe
Bancorp, Inc. and Subsidiary Consolidated Statements of Cash Flows," and "West
Pointe Bancorp, Inc. and Subsidiary Notes to Consolidated Financial Statements"
are hereby incorporated by reference. No other sections of such Annual Report
are incorporated herein by this reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors and executive officers appearing under
"Election of Directors" on pages 2-4, the second paragraph of the section
entitled "Compensation of Directors" on page 7, and "Certain Other Information
Regarding Management--Section 16(a) Beneficial Ownership Reporting Compliance"
on pages 16 and 17, of our Notice of Annual Meeting of Shareholders and Proxy
Statement (the "2003 Proxy Statement") dated March 14, 2003, is hereby
incorporated by reference. No other sections of the 2003 Proxy Statement are
incorporated herein by this reference. The following information with respect to
the executive officers of the Company on February 14, 2003 is included pursuant
to Instruction 3 of Item 401(b) of Regulation S-K.
Bruce A. Bone, 48, has served as Chief Financial Officer of the Company
since 1999 and Executive Vice President and Chief Financial Officer since
January 2001. Prior to joining the Company in 1999, Mr. Bone served as Senior
Vice President for Magna Group, Inc., subsequently acquired by Union Planters
Corporation, from 1994 until 1999. Mr. Bone served in other capacities for Magna
Group, Inc. since 1977.
19
Robert G. Cady, 55, has served as Senior Vice President and Trust Officer
of the Bank since 1994.
James W. Kuehn, 45, has served as Senior Vice President and Senior Lending
Officer of the Company since 1994.
Albert A. Miller, 63, has served as the Senior Vice President of
Operations of the Bank since 1998. Prior to joining the Company, Mr. Miller was
employed by Boatman's National Bank since 1983.
Quinten E. Spivey, 61, has served as the Senior Vice President and Trust
Officer of the Bank since October 2000. Prior to joining the Company, Mr. Spivey
was employed by Magna Group, Inc., subsequently acquired by Union Planters
Corporation, from 1982 until September 2000.
ITEM 11. EXECUTIVE COMPENSATION
The sections of the 2003 Proxy Statement, entitled "Compensation of
Directors" and "Executive Compensation" (excluding the sections within
"Executive Compensation" of the 2003 Proxy Statement entitled "Report of the
Compensation Committee on Executive Compensation" and the "Report of the Audit
Committee") are hereby incorporated by reference. No other sections of the 2003
Proxy Statement are incorporated herein by this reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The section of the 2003 Proxy Statement, entitled "Stock Ownership of
Management and Certain Beneficial Owners," is hereby incorporated by reference.
No other sections of the 2003 Proxy Statement are incorporated herein by this
reference.
Equity Compensation Plan Information
The following table sets forth aggregate information regarding the West
Pointe Bancorp, Inc. 1998 Stock Option Plan, the Company's only equity
compensation plan, as of December 31, 2002:
Number of securities
Number of remaining available
securities to be for future issuance
issued upon Weighted-average under equity
exercise of exercise price compensation plans
outstanding of outstanding (excluding securities
options, warrants options, warrants reflected in
Plan Category and rights and rights column (a))
- -------------- ----------------- ----------------- ---------------------
(a) (b) (c)
Equity compensation
plans approved by
security holders 135,000 $25.70 115,000
Equity compensation
plans not approved
by security
holders -- -- --
Total 135,000 $25.70 115,000
20
Information regarding the West Pointe Bancorp, Inc. 1998 Stock Option Plan
set forth in Notes 1-3 under "Executive Compensation--Aggregate Option Exercises
in Last Fiscal Year and Fiscal Year-End Option Values" in our 2003 Proxy
Statement and in the section of our Annual Report to the Shareholders for the
fiscal year ended December 31, 2002 entitled "West Pointe Bancorp, Inc. and
Subsidiary Notes to Consolidated Financial Statements--Note 13. Stock Option
Plan" is hereby incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The section of the 2003 Proxy Statement, entitled "Transactions and
Relationships; Indebtedness of Management" of the section "Certain Other
Information Regarding Management" is hereby incorporated by reference. No other
sections of the 2003 Proxy Statement are incorporated herein by this reference.
ITEM 14. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Within 90 days prior to the filing of this annual report, the Company's
principal executive officer and principal financial officer carried out an
evaluation, with the participation of the Company's other management, of the
effectiveness of the Company's disclosure controls and procedures as defined in
Rule 13a-14(c) and Rule 15d-14(c) of the Securities Exchange Act of 1934. Based
upon this evaluation, the principal executive officer and principal financial
officer have concluded that the Company's disclosure controls and procedures are
effective in timely informing them of material information relating to the
Company required to be disclosed in its reports under the Securities Exchange
Act of 1934.
Changes in Internal Controls
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the evaluation referred to above.
21
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following information appearing in the Company's Annual Report to
Shareholders for the Fiscal Year Ended December 31, 2002 is hereby incorporated
by reference as Exhibit 13.1 to this Annual Report on Form 10-K. No other
sections of such Annual Report are incorporated herein by this reference.
Annual Report Page
------------------
Independent Auditors' Report 30
West Pointe Bancorp, Inc. and Subsidiary
Consolidated Balance Sheets as of December 31, 2002 and 2001 31
West Pointe Bancorp, Inc. and Subsidiary
Consolidated Statements of Income for the years ended
December 31, 2002, 2001 and 2000 32
West Pointe Bancorp, Inc. and Subsidiary
Consolidated Statements of Comprehensive Income for the
years ended December 31, 2002, 2001 and 2000 33
West Pointe Bancorp, Inc. and Subsidiary
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 2002, 2001 and 2000 34
West Pointe Bancorp, Inc. and Subsidiary
Consolidated Statements of Cash Flows for the
years ended December 31, 2002, 2001 and 2000 35
Notes to Consolidated Financial Statements 36-52
(a)(2) No additional Financial Statement Schedules are filed as part of this
report pursuant to Item 8 and Item 15(d).
(a)(3) See Exhibit Index beginning at page 28 of this report.
22
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
(c) The registrant hereby files herewith or incorporates herein by reference
(except to the extent otherwise indicated in this report) the exhibits
identified on the Exhibit Index beginning on page 28 of this report.
23
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.
West Pointe Bancorp, Inc.
March 26, 2003 By /s/ Terry W. Schaefer
----------------------------------
Terry W. Schaefer
President, Chief Executive Officer,
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
March 26, 2003 By /s/ Harry E. Cruncleton
----------------------------------
Harry E. Cruncleton
Chairman of the Board and Director
March 26, 2003 By /s/ Terry W. Schaefer
----------------------------------
Terry W. Schaefer
President, Chief Executive Officer, and Director
March 26, 2003 By /s/ Bruce A. Bone
----------------------------------
Bruce A. Bone
Executive Vice President and Chief Financial Officer
(Principal Accounting Officer and Principal Financial
Officer)
March 26, 2003 By /s/William C. Allison
----------------------------------
William C. Allison
Director
March 26, 2003 By /s/David G. Embry
----------------------------------
David G. Embry
Director
24
March 26, 2003 By /s/Jack B. Haydon
----------------------------------
Jack B. Haydon
Director
March 26, 2003 By /s/Charles G. Kurrus, III
----------------------------------
Charles G. Kurrus, III
Director
March 26, 2003 By /s/Edward J. Szewczyk
----------------------------------
Edward J. Szewczyk
Director
March 26, 2003 By /s/Wayne W. Weeke
----------------------------------
Wayne W. Weeke
Director
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:
I, Terry W. Schaefer, President and Chief Executive Officer, certify that:
1. I have reviewed this annual report on Form 10-K of West Pointe Bancorp, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
25
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 26, 2003
/s/Terry W. Schaefer
--------------------------
Terry W. Schaefer
President and
Chief Executive Officer
I, Bruce A. Bone, Executive Vice President and Chief Financial Officer, certify
that:
1. I have reviewed this annual report on Form 10-K of West Pointe Bancorp, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and have:
26
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 26, 2003
/s/Bruce A. Bone
---------------------------------------
Bruce A. Bone
Executive Vice President and
Chief Financial Officer
27
EXHIBIT INDEX
Regulation S-K
Exhibit Number Document
- -------------- --------
3.1 Articles of Incorporation (1)
3.2 Bylaws of West Pointe Bancorp, Inc. (1)
10.1 West Pointe Bancorp, Inc. 1998 Stock Option Plan (1)
10.2 Split Dollar Agreement (1)
10.3 Employment Agreement with Harry E. Cruncleton* (1)
10.4 Deferred Directors' Fee Program (1)
10.5 Salary Continuation Agreement with Terry W. Schaefer(2)*
10.6 Split Dollar Insurance Agreement with Terry W. Schaefer(2)*
10.7 Salary Continuation Agreement with Glennon A. Albers*
10.8 Salary Continuation Agreement with Bruce A. Bone*
10.9 Salary Continuation Agreement with Robert G. Cady*
10.10 Salary Continuation Agreement with Bonnie M. Hettenhausen*
10.11 Salary Continuation Agreement with Dale A. Hoepfinger*
10.12 Salary Continuation Agreement with William M. Metzger*
10.13 Salary Continuation Agreement with Albert A. Miller*
13.1 Annual Report to Shareholders for Fiscal Year ended December 31, 2002
21.1 Subsidiary of the Registrant (1)
23.1 Consent of Independent Auditors
99.1 Certification of Financial Reports
99.2 Certification of Financial Reports
(1) Documents incorporated by reference to the Company's Registration Statement
on Form 10 (file no. 000-30505) at the corresponding exhibit. All such
previously filed documents are hereby incorporated by reference in accordance
with Item 601 of Regulation S-K.
(2) Documents incorporated by reference to the Company's Annual Report on Form
10-K for the fiscal year ending December 31, 2000 at the corresponding exhibit.
All such previously filed documents are hereby incorporated by reference in
accordance with Item 601 of Regulation S-K.
*These agreements are management contracts or compensation plans or arrangements
required to be filed as exhibits to this Form 10-K.
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