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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
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 0-24302
COLUMBIA BANCORP
(Exact name of registrant as specified in its charter)
Maryland 52-1545782
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10480 Little Patuxent Parkway
Columbia, Maryland 21044
(Address of principal executive offices) (zip code)
410-465-4800
(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 $0.01 per share
(Title of class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].
[cover page 1 of 2 pages]
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within 60 days prior
to the date of this filing.
Common Stock, par value $0.01 per share:
Market value held by non-affiliates based on the
closing sales price at March 24, 2000 $54,761,784
State the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Common Stock, par value $0.01 per share:
Shares outstanding at March 24, 2000 7,155,233
Documents Incorporated by Reference:
Portions of Annual Report to Stockholders for Fiscal Year Ended
December 31, 1999, incorporated by reference into Part II.
Portions of Definitive Proxy Statement dated April 13, 2000,
incorporated by reference into Part III.
[cover page 2]
TABLE OF CONTENTS
PART I PAGE
----
Item 1 - Business................................................... 2
Item 2 - Properties................................................. 9
Item 3 - Legal Proceedings.......................................... 10
Item 4 - Submission of Matters to a Vote of Security Holders........ 11
PART II
Item 5 - Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 11
Item 6 - Selected Financial Data..................................... 11
Item 7 - Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 11
Item 7a - Quantitative and Qualitative Disclosures About Market Risk.. 11
Item 8 - Financial Statements and Supplementary Data................. 11
Columbia Bancorp and Subsidiary:
Independent Auditors' Report
Consolidated Statements of Condition as of
December 31, 1999 and 1998
Consolidated Statements of Income and Comprehensive Income for the
years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
Item 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure........................................ 12
PART III
Item 10 - Directors and Executive Officers of the Registrant.......... 12
Item 11 - Executive Compensation...................................... 13
Item 12 - Security Ownership of Certain Beneficial Owners and Management 13
Item 13 - Certain Relationships and Related Transactions.............. 13
PART IV
Item 14 - Exhibits, Financial Statement Schedules and Reports on
Form 8-K.................................................... 14
Signatures............................................................. 18
(1)
PART I
ITEM 1. BUSINESS
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General
Columbia Bancorp (the "Company"), a bank holding company, was incorporated in
November, 1987 under the laws of Maryland and registered under the Bank Holding
Company Act of 1956, as amended. The Columbia Bank (the "Bank") was organized by
the Company as a Maryland trust company and commenced operations in May, 1988.
The Bank currently accounts for substantially all of the Company's assets. The
deposits of the Bank are insured by the Federal Deposit Insurance Corporation
("FDIC"). The Bank is headquartered in Columbia, Maryland and as of December 31,
1999 had nine branch locations in Howard County, Maryland; four branch locations
in Baltimore County, Maryland; and two branch locations in Baltimore City,
Maryland. The Bank also has mortgage and commercial loan origination offices in
Howard and Baltimore Counties, Maryland. At December 31, 1999, the Company had
total assets of $467.7 million, total loans, net of unearned income, of $315.5
million, total deposits of $367.5 million and stockholders' equity of $40.9
million.
On September 28, 1999, the Company and Suburban Bancshares, Inc. ("Suburban")
signed a definitive merger agreement providing for Suburban and Suburban Bank of
Maryland ("Suburban Bank") to merge with and into the Company and the Bank. On
March 8, 2000, the Company issued 2,641,746 shares of its common stock for all
the outstanding common stock of Suburban. The business combination will be
accounted for as a pooling-of-interests combination and, accordingly, the
Company's historical financial statements presented in future reports will be
restated to include the accounts and results of operations of Suburban.
Following the merger, the Company will operate twenty-three branches in Howard,
Baltimore, Prince Georges and Montgomery counties and Baltimore City. The
unaudited financial information of the Company and Suburban on a pro forma
combined basis as of and for the year ended December 31, 1999 is as follows (in
thousands except per share amounts):
Assets $691,237
Loans, net of unearned income 452,432
Deposits 554,566
Stockholders' equity 61,286
Net interest income 29,363
Net income 5,885
Diluted earnings per share .82
The Bank is an independent, community bank that seeks to provide personal
attention and professional financial services to its customers while offering
virtually all of the banking services of larger competitors. These customers are
primarily individuals and small- and medium-sized businesses. The Bank's
business philosophy includes offering informed and courteous service, local and
timely decision-making, flexible and reasonable operating procedures and
consistently-applied credit policies.
The executive offices of the Company and the principal office of the Bank are
located at 10480 Little Patuxent Parkway, Columbia, Maryland 21044, telephone
number (410) 465-4800.
Services of the Bank
The Bank provides comprehensive and service-intensive commercial and retail
banking services to individuals and small- and medium-sized businesses. The
following types of services are offered by the Bank:
Commercial Services:
* Loans, including working capital loans and lines of credit, a wide
range of demand, term, and time loans, loans for real estate
acquisition, development and construction and equipment, inventory and
accounts receivable financing.
* Cash management, including automatic overnight investment of funds.
* Certificates of deposit and other interest-bearing accounts.
* Direct deposit of payroll.
* Letters of credit.
(2)
Retail Services:
* Transaction accounts, including checking and NOW accounts.
* Savings accounts.
* Certificates of deposit.
* Individual retirement accounts.
* 24-hour automated teller machines with access to major network
systems.
* 24-hour telephone banking.
* PC-Banking.
* Internet Banking.
* Installment and home equity loans and lines of credit.
* Residential construction and first mortgage loans.
* VISA(R) credit and debit cards.
* Travelers checks, money orders and safe deposit boxes.
The Bank does not now exercise general trust powers.
Lending Activities
General. At December 31, 1999, the Company's loan portfolio, net of unearned
income, totaled $315.5 million, representing approximately 67.5% of its total
assets of $467.7 million. The categories of loans in the Company's portfolio are
commercial, real estate development and construction, residential real estate
mortgage, commercial real estate mortgage and consumer.
Loan Portfolio Composition. The following table sets forth the Company's loans
by major categories as of December 31, 1999:
Amount Percent
---------- ----------
(dollars in thousands)
Commercial...................................... $ 82,835 26.2%
Real estate - development and construction(1)... 93,478 29.6
Real estate - mortgage:
Residential................................... 10,684 3.4
Commercial.................................... 20,297 6.4
Consumer:
Retail (2).................................... 106,189 33.7
Credit card................................... 2,217 .7
-------- -----
Total loans..................................... $315,700 100.0%
======== =====
- ---------------------
(1) At December 31, 1999, loans to individuals for the purchase of residential
building lots and the construction of primary personal residences
represented $13.8 million.
(2) Includes $97.2 million in retail loans secured by the borrowers' principal
residences in the form of home equity lines of credit and second mortgages.
(3)
Commercial Loans. The Company originates secured and unsecured loans for
business purposes. Commercial business loans are made to provide working capital
to businesses in the form of lines of credit which may be secured by real
estate, accounts receivable, inventory, equipment or other assets. At December
31, 1999, $82.8 million or 26.2% of the Company's total loan portfolio consisted
of commercial business loans. The financial condition and cash flow of
commercial borrowers are closely monitored by the submission of corporate
financial statements, personal financial statements and income tax returns. The
frequency of submissions of required information depends upon the size and
complexity of the credit and the collateral that secures the loan. It is also
the Company's general policy to obtain personal guarantees from the principals
of the commercial loan borrowers.
Real Estate Development and Construction Loans. Real estate development and
construction loans consisted of the following at December 31, 1999:
Amount Percent
----------- ----------
(dollars in thousands)
Residential construction(1) ...... $44,875 48.0%
Residential land development...... 31,595 33.8
Commercial construction........... 9,168 9.8
Residential land acquisition(2)... 7,840 8.4
------- ----
$93,478 100.0%
======= =====
___________
(1) Includes $12.3 million of loans to individuals for construction of primary
personal residences.
(2) Includes $1.5 million of loans to individuals for the purchase of
residential building lots.
The Company makes residential real estate development and construction loans
generally to provide interim financing on property during the development and
construction period. Borrowers include builders, developers and persons who will
ultimately occupy the single family dwelling. Residential real estate
development and construction loan funds are disbursed periodically as pre-
specified stages of completion are attained based upon site inspections.
Interest rates on these loans are usually adjustable.
Residential construction loans constitute the largest component of the real
estate development and construction loan portfolio, representing primarily loans
for the construction of single family dwellings. At December 31, 1999, loans to
individuals for the construction of primary personal residences accounted for
$12.3 million of the $44.9 million residential construction portfolio. These
loans are typically secured by the property under construction, frequently
include additional collateral (such as a second mortgage on the borrower's
present home), and commonly have maturities of six to twelve months. The
remaining $32.6 million of residential construction loans represented loans to
residential builders and developers. Approximately 61% of the units under
construction were for residential homes for which a binding sales contract
existed and the prospective buyers had been pre-qualified for permanent mortgage
financing by either third-party lenders (mortgage companies or other financial
institutions) or the Company. To date, permanent mortgage loan financing has
primarily been provided by third-party lenders. The Company attempts to obtain
the permanent mortgage loan under terms, conditions and documentation standards
that permit the sale of the mortgage loan in the secondary mortgage loan market.
The Company's practice is to immediately sell substantially all residential
mortgage loans in the secondary market with servicing released.
Loans for the development of residential land represented the second largest
component of the real estate development and construction loan portfolio at
December 31, 1999, totaling $31.6 million or 33.8% of the portfolio. Generally,
development loans are extended when evidence is provided that the lots under
development will be or have been sold to builders satisfactory to the Company.
These loans are generally extended for a period of time sufficient to allow for
the clearing and grading of the land and the installation of water, sewer and
roads, typically a minimum of eighteen months to three years. In addition,
residential land development loans generally carry a loan to value ratio not to
exceed 75% of the value of the project as completed.
The Company has limited loan losses in this area of lending through monitoring
of development and construction loans with on-site inspections and control of
disbursements on loans in process. Development and construction loans are
secured by the properties under development or construction and personal
guarantees are
(4)
typically obtained. Further, to assure that reliance is not placed solely upon
the value of the underlying collateral, the Company considers the financial
condition and reputation of the borrower and any guarantors, the amount of the
borrower's equity in the project, independent appraisals, cost estimates and
pre-construction sales information.
Residential Real Estate Mortgage Loans. The Company originates adjustable and
fixed-rate residential mortgage loans in order to provide a full range of
products to its customers. Such mortgage loans are generally originated under
terms, conditions and documentation that permit their sale in the secondary
mortgage market. The Company's practice is to immediately sell substantially all
residential mortgage loans in the secondary market with servicing released. At
December 31, 1999, $10.7 million or 3.4% of the Company's total loan portfolio
consisted of residential mortgage loans.
For any loans retained by the Company, title insurance insuring the priority
of its mortgage lien, as well as fire and extended coverage casualty insurance
protecting the properties securing the loans are required. Borrowers may be
required to advance funds, with each monthly payment of principal and interest,
to a loan escrow account from which the Company makes disbursements for items
such as real estate taxes, hazard insurance premiums and mortgage insurance
premiums. The properties securing all of the Company's residential mortgage
loans are appraised by appraisers approved by the Company.
Commercial Real Estate Mortgage Loans. The Company also originates mortgage
loans secured by commercial real estate. At December 31, 1999, $20.3 million or
6.4% of the Company's total loan portfolio consisted of commercial mortgage
loans. Such loans are primarily secured by office condominiums, retail
buildings, warehouse and general purpose business space. Although terms and
amortization periods vary, the Company's commercial mortgages generally have
maturities of five years or less.
The Company seeks to reduce the risks associated with commercial mortgage
lending by generally lending in its market area, using conservative loan-to-
value ratios and obtaining periodic financial statements and tax returns from
borrowers to perform annual loan reviews. It is also the Company's general
policy to obtain personal guarantees from the principals of the borrowers and to
underwrite the business entity from a cash flow perspective.
Consumer Loans. At December 31, 1999, $108.4 million or 34.4% of the Company's
total loan portfolio consisted of consumer loans. The Company offers a variety
of consumer loans in order to provide a full range of financial services to its
customers. The consumer loans offered by the Company primarily include home
equity loans and lines of credit and second mortgages.
Home equity loans and lines of credit are originated by the Company for
typically up to 90% of the appraised value, less the amount of any existing
prior liens on the property. Home equity loans have maximum terms of fifteen to
thirty years and the interest rates are generally adjustable. The Company
secures these loans with mortgages on the homes (typically a second mortgage).
The second mortgage loans originated by the Company have maximum terms ranging
from ten to thirty years. They carry a fixed rate of interest for the first five
years, repricing every five years thereafter at a predetermined spread to the
prime rate of interest.
Potential Problem Loans. There were no loans identified at December 31, 1999
with potential weaknesses that were not adversely classified.
(5)
Competition
While promotional activities emphasize the many advantages of dealing with a
locally-run institution closely attuned to the needs of its community, the
Company faces strong competition in all areas of its operations. This
competition comes from entities operating in the Baltimore/Washington
metropolitan area, which include offices of most of the largest banks in
Maryland. Its most direct competition for deposits comes from other commercial
banks, savings banks, savings and loan associations and credit unions operating
in the Baltimore/Washington marketplace. The Company also competes for deposits
with money market mutual funds and with larger banks for cash management
customers. The Company competes with banking entities, mortgage banking
companies, and other institutional lenders for loans. The competition for loans
varies from time to time depending on certain factors. These factors include,
among others, the general availability of lendable funds and credit, general and
local economic conditions, current interest rate levels, conditions in the
mortgage market and other factors that are not readily predictable.
Interstate Banking
Adequately capitalized bank holding companies, such as the Company, may
acquire control of banks in any state, although states may limit the eligibility
of banks to be acquired to those in existence for a period of time but no longer
than five years. No bank holding company may acquire more than 10% of the
nationwide insured deposits or more than 30% of deposits in any state; however,
states may waive the 30% limit. In addition, since June 1, 1997, banks have been
permitted to branch across state lines either by merging with banks in other
states or by establishing new branches in other states. The date relating to
interstate branching through mergers may be accelerated by any state, and such
mergers may be prohibited by any state. The provision relating to establishing
new branches in another state requires a state's specific approval. Maryland law
permits interstate branching both by mergers and establishing new branches. The
Company is unable to predict the ultimate impact of interstate banking
legislation on it or its competitors.
Supervision and Regulation
Bank Holding Company Regulations. Bank holding companies and banks are
extensively regulated under both federal and state law. These laws and
regulations are intended primarily to protect depositors and not stockholders.
To the extent that the following information describes statutory and regulatory
provisions, it is qualified in its entirety by reference to the particular
statutory and regulatory provisions. Any change in the applicable law or
regulation may have a material effect on the business and prospects of the
Company and the Bank.
The Company is a registered bank holding company subject to regulation and
examination by the Federal Reserve Board under the Bank Holding Company Act of
1956, as amended (the "Act"). The Company is required to file with the Federal
Reserve Board quarterly and annual reports and any additional information that
may be required under the Act. The Act also requires every bank holding company
to obtain the prior approval of the Federal Reserve Board before (i) acquiring
all or substantially all of the assets of, or direct or indirect ownership or
control of, more than 5% of the outstanding voting stock of any bank which is
not already majority owned, or (ii) acquiring, or, merging or consolidating
with, any other bank holding company. The Federal Reserve Board will not approve
any acquisition, merger, or consolidation that would have a substantially anti-
competitive effect, unless the anti-competitive impact of the proposed
transaction is clearly outweighed by a greater public interest in meeting the
convenience and needs of the community to be served. The Federal Reserve Board
also considers capital adequacy and other financial and managerial resources and
future prospects of the companies and the banks concerned, together with the
convenience and needs of the community to be served, when reviewing
acquisitions, mergers or consolidations. The Act now further provides that the
Federal Reserve Board shall not approve any such acquisition of control of any
bank operating outside the bank holding company's principal state of operations,
unless such action is specifically authorized by the statutes of the state in
which the bank to be acquired is located.
Additionally, the Act prohibits a bank holding company, with certain limited
exceptions, from (i) acquiring or retaining direct or indirect ownership or
control of more than 5% of the outstanding voting stock of any company which is
not a bank or bank holding company, or (ii) engaging directly or indirectly in
activities other than those of banking, managing or controlling banks, or
performing services for its subsidiaries unless such non-banking business is
determined by the Federal Reserve Board to be so closely related to banking or
managing or controlling banks as to be a financial activity or incidental to a
financial activity or complementary to a financial activity and not providing a
substantial risk to the safety and soundness of financial institutions or the
financial system generally.
(6)
In making such determination, the Federal Reserve Board is required to weigh
various factors specified by statute.
The Federal Reserve Board has adopted risk-based capital guidelines for bank
holding companies, designed to make regulatory capital requirements more
sensitive to differences in risk profile among banks and bank holding companies,
to account for off-balance-sheet exposure and to minimize disincentives for
holding liquid assets. Under these guidelines, assets and off-balance-sheet
items are assigned to broad risk categories. Failure to meet the capital
guidelines could subject a banking institution to a variety of enforcement
remedies available to federal regulatory authorities.
Bank holding companies currently are required to maintain a minimum ratio of
total capital to risk-weighted assets (including certain off-balance-sheet
activities, such as standby letters of credit) of 8.0%. At least half of the
total capital is required to be "Tier 1 capital," consisting of common equity,
retained earnings and a limited amount of perpetual preferred stock, after
subtracting goodwill and certain other intangible assets and making various
other adjustments. The remainder ("Tier 2 capital") may consist of (a) the
allowance for loan losses of up to 1.25% of risk-weighted assets, (b) excess of
qualifying perpetual preferred stock (c) hybrid capital instruments, (d)
perpetual debt, (e) mandatory convertible debt securities, and (f) a limited
amount of subordinated debt and intermediate-term preferred stock up to 50% of
Tier 1 capital. The maximum amount of supplementary capital elements that
qualifies as Tier 2 capital is limited to 100% of Tier 1 capital net of goodwill
and certain other intangible assets. Total capital is the sum of Tier 1 and Tier
2 capital less reciprocal holdings of other banking organizations' capital
instruments, investments in unconsolidated subsidiaries and any other deductions
as determined by the Federal Reserve Board (determined on a case by case basis
or as a matter of policy after formal rule-making).
Bank holding company assets are given risk-weights of 0%, 20%, 50% and 100%.
In addition, certain off-balance-sheet items are given similar credit conversion
factors to convert them to asset equivalent amounts to which an appropriate
risk-weight will apply. These computations result in the total risk-weighted
assets. Most loans will be assigned to the 100% risk category, except for
performing first mortgage loans fully secured by certain residential property,
which carry a 50% risk rating. Most investment securities (including, primarily,
general obligation claims on states or other political subdivisions of the
United States) will be assigned to the 20% category, except for municipal or
state revenue bonds, which have a 50% risk-weight, and direct obligations of the
U.S. Treasury or obligations backed by the full faith and credit of the U.S.
Government, which have a 0% risk-weight. In converting off-balance-sheet items,
direct credit substitutes including general guarantees and standby letters of
credit backing financial obligations, are given a 100% conversion factor.
Transaction related contingencies such as bid bonds, standby letters of credit
backing non-financial obligations and commitments (including commercial credit
lines) with an initial maturity of more than one year have a 50% conversion
factor. Short-term commercial letters of credit are converted at 20% and certain
short-term or unconditionally cancelable commitments have a 0% factor.
As of December 31, 1999 and 1998, the Company's total risk-based capital
ratios were 12.1% and 12.7%, respectively, and its Tier 1 risk-based capital
ratios were 11.0% and 11.5%, respectively. In addition to the risk-based capital
guidelines, the Federal Reserve Board has adopted a minimum Tier 1 leverage
ratio, under which a bank holding company that has the highest regulatory
examination rating and is not contemplating significant growth or expansion must
maintain a minimum level of Tier 1 capital to average total consolidated assets
of at least 4.0%. All other bank holding companies are expected to maintain a
Tier 1 leverage ratio of at least 1.0% to 2.0% above the stated minimum. The
Tier 1 leverage ratio assists in the assessment of the capital adequacy of bank
holding companies. Its principal objective is to place a constraint on the
maximum degree to which a banking organization can leverage its equity capital
base, even if it invests primarily in assets with low risk-weights. As of
December 31, 1999 and 1998, the Company's Tier 1 leverage ratios were 8.8% and
9.0%, respectively.
The capital adequacy guidelines explicitly include a bank's exposure to
declines in the economic value of its capital due to changes in interest rates
as a factor that the banking agencies will consider in evaluating a bank's
capital adequacy. While the capital guidelines do not codify a measurement
framework for assessing the level of a bank's interest rate exposure, the
measurement of interest rate exposure using either a supervisory model,
developed by the
(7)
federal bank agencies, or the bank's own internal model is a quantitative
factor, among other quantitative and qualitative factors, available for use by
examiners in determining the adequacy of an individual bank's capital for
interest rate risk. Other quantitative factors include the bank's historical
financial performance and its earnings exposure to interest rate movements.
Qualitative factors include the adequacy of the bank's internal interest rate
management. Establishment of an explicit supervisory threshold, defining a
"normal" level of interest rate risk exposure is expected at some future date.
Bank Regulations. The Bank is a state-chartered bank subject to supervision,
regulation and examination by the Maryland Commissioner of Financial Regulation
and by the FDIC under the Federal Deposit Insurance Act. Deposits, reserves,
investments, loans, consumer law compliance, privacy protection, issuance of
securities, payment of dividends, establishment and closing of branches, mergers
and consolidations, changes in control, electronic funds transfer, community
reinvestment, management practices and other aspects of operations are subject
to regulation by the appropriate federal and state regulatory agencies. The Bank
is also subject to various regulatory requirements of the Federal Reserve Board
applicable to FDIC-insured banks, including disclosure requirements in
connection with personal and mortgage loans, interest on deposits and reserve
requirements. In addition, the Bank is subject to numerous federal, state and
local laws and regulations which set forth specific restrictions and procedural
requirements with respect to the extension of credit, credit practices, the
disclosure of credit terms and discrimination in credit transactions. Federal
regulatory agencies have broad powers to take prompt corrective action to
resolve problems at banking institutions, including (in certain cases) the
appointment of a conservator or receiver. The extent of these powers is
generally influenced by the level of capital at the institution.
The Bank is assessed by the FDIC with respect to its deposit insurance. As a
result of the acquisition of Fairview Federal Savings and Loan Association
("Fairview") in June 1992, approximately $135.1 million or 39.7% of the Bank's
average assessable deposit base is insured by the Savings Association Insurance
Fund (the "SAIF"). The remainder of the Bank's average assessable deposit base
is insured by the Bank Insurance Fund (the "BIF"). As of December 31, 1999, the
Company's FDIC insurance premium was 2.12 cents per $100 of both BIF and SAIF
deposits.
In the liquidation or other resolution by any receiver of a bank insured by
the FDIC, the claims of depositors have priority over the general claims of
other creditors. Hence, in the event of the liquidation or other resolution of a
banking subsidiary of the Company, the general claims of the Company as creditor
of such banking subsidiary would be subordinate to the claims of the depositors
of such banking subsidiary, even if the claims of the Company were not by their
terms so subordinated.
As a consequence of the extensive regulation of the commercial banking
business in the United States, the business of the Company and the Bank are
particularly susceptible to changes in federal and state legislation and
regulations which may increase the cost of doing business.
Governmental Monetary Policies and Economic Controls
The Company is affected by monetary policies of regulatory agencies, including
the Federal Reserve Board, which regulates the national money supply in order to
mitigate recessionary and inflationary pressures. Among the techniques available
to the Federal Reserve Board are engaging in open market transactions in
United States Government securities, changing the discount rate on bank
borrowings, changing reserve requirements against bank deposits, prohibiting the
payment of interest on demand deposits, and imposing conditions on time and
savings deposits. These techniques are used in varying combinations to influence
the overall growth of bank loans, investments and deposits. Their use may also
affect interest rates charged on loans or paid on deposits. The effect of
governmental policies on the earnings of the Company cannot be predicted.
However, the Company's earnings will be impacted by movement in interest rates,
as discussed in "Management's Discussion and Analysis - Market Risk and Interest
Rate Sensitivity" on pages 22 through 25 of the 1999 Annual Report to
Stockholders included in Exhibit 13.1 filed herewith.
(8)
Employees
At December 31, 1999, the Company and the Bank had 246 employees of whom 40
were officers, 202 were full-time employees and 44 were part-time employees.
The Company believes its employee relations are good.
ITEM 2. PROPERTIES
- -------------------
The Company owned the following properties at December 31, 1999, with a book
value of $5.0 million:
Location Description
-------- -----------
Ellicott City Administrative Office Office building producing
9171 Baltimore National Pike $192,000 annual rental income
Ellicott City, MD 21042
Ellicott City Primary branch location, including
9151 Baltimore National Pike additional administrative offices
Ellicott City, MD 21042
Long Gate Full-service branch
4450 Long Gate Parkway
Ellicott City, MD 21043
Timonium Full-service branch
67 West Aylesbury Road
Timonium, MD 21093
Columbia Town Center Detached drive-through branch with
10480 Little Patuxent Parkway ground lease
Columbia, MD 21044
River Hill Detached drive-through branch with
6030 Daybreak Circle ground lease
Clarksville, MD 21029
The Company leased the following facilities at December 31, 1999, at an
aggregate annual rental of $1.3 million. In addition, in February 2000, the
Company leased an additional 11,000 square feet of office space to accommodate
past and anticipated growth, exclusive of branch growth.
Location Description Lease Expiration Date
-------- ----------- ---------------------
Blakehurst Retirement community branch 10/03
1055 West Joppa Road
Towson, MD 21204
Columbia Town Center Full-service branch and 5/13
10480 Little Patuxent Parkway administrative offices
Columbia, MD 21044
Cross Keys Full-service branch 11/05
5100 Falls Road, Suite 96
Baltimore, MD 21210
(9)
Location Description Lease Expiration Date
-------- ----------- ---------------------
Edenwald Retirement community branch 12/08
800 Southerly Road
Baltimore, MD 21286
Harmony Hall Retirement community branch 11/00
6336 Cedar Lane
Columbia, MD 21044
Harper's Choice Full-service branch 3/05
5485 Harper's Farm Road
Columbia, MD 21044
Heaver Plaza Full-service branch and 2/11
1301 York Road administrative offices
Lutherville, MD 21093
Oakland Mills Full-service branch 9/18
5880 Robert Oliver Place
Columbia, MD 21044
Olney Administrative office 4/01
3418 Olandwood Court
Olney, MD 20832
River Hill Full-service branch 11/17
6030 Daybreak Circle
Clarkesville, MD 21029
Roland Park Place Retirement community branch 1/02
830 West 40th Street
Baltimore, MD 21211
Vantage House Retirement community branch 2/06
5400 Vantage Point Road
Columbia, MD 21044
Wilde Lake Full-service branch 6/02
10451 Twin Rivers Road
Columbia, MD 21044
ITEM 3. LEGAL PROCEEDINGS
- -------------------------
The Company is party to legal actions which are routine and incidental to its
business. In management's opinion, the outcome of these matters, individually
or in the aggregate, will not have a material adverse impact on the results of
operations or financial position of the Company.
(10)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
At a special meeting of stockholders held February 23, 2000, the Company
received stockholder approval for the merger of Suburban Bancshares, Inc. and
Suburban Bank of Maryland with and into the Company and the Bank. The voting
for the proposed merger is summarized below.
Total Shares %
----------------- -------
For 3,053,950 67.7%
Against 205,236 4.6
Abstain 5,750 .1
Not voted 1,243,733 27.6
----------------- -------
Total shares outstanding
on record date 4,508,669 100.0%
================= =======
Not Voted
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- -----------------------------------------------------------------------------
The information required by this Item is set forth by reference to the
information appearing under the captions "Dividends and Common Stock" on page
47 and "Recent Common Stock Prices" on page 54 of the 1999 Annual Report to
Stockholders included in Exhibit 13.1 filed herewith.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
The information required by this Item as to the Company is incorporated by
reference to the information appearing under the caption "Selected Financial
Highlights" on page 8 of the 1999 Annual Report to Stockholders included in
Exhibit 13.1 filed herewith.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- -------------------------------------------------------------------------------
OF OPERATIONS
- -------------
The information required by this Item as to the Company is incorporated by
reference to the information appearing under the caption "Management's
Discussion and Analysis" on pages 9 through 27 of the 1999 Annual Report to
Stockholders included in Exhibit 13.1 filed herewith.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------------------------------------------------------------------
For information regarding the market risk of the Company's financial
instruments, see "Management's Discussion and Analysis - Market Risk and
Interest Rate Sensitivity" on pages 22 through 25 of the 1999 Annual Report to
Stockholders included in Exhibit 13.1 filed herewith.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ---------------------------------------------------
The financial statements required by this Item as to the Company and the
Company's Independent Auditors' Report thereon are incorporated by reference to
the 1999 Annual Report to Stockholders included in Exhibit 13.1, pages 28
through 52, filed herewith. The supplementary data required by this Item as to
the Company
(11)
is incorporated by reference to the information appearing under the caption
"Selected Quarterly Financial Data" on page 53 of the 1999 Annual Report to
Stockholders included in Exhibit 13.1 filed herewith.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- -----------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
There have been neither changes in nor disagreements with accountants on
accounting and financial disclosure.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
The information with respect to Directors of the Company is incorporated by
reference to the Company's Proxy Statement for the 2000 Annual Meeting of
Stockholders included in Exhibit 99.1 filed herewith.
The following information is supplied with respect to Mr. Bond and to other
named executive officers of the Company and the Bank who do not serve on the
Board of Directors. Each such officer serves at the pleasure of the Board and
is appointed annually. Each person's principal occupation for at least the past
five years has been to serve as an officer of the Company and/or the Bank.
"Age" is that as of March 15, 2000.
Position with the
Name Age Company and the Bank
---- --- --------------------
John M. Bond, Jr. 56 President and Chief Executive Officer of the Company and the
Bank and Treasurer of the Company.
Michael T. Galeone 51 Executive Vice President of the Bank.
Stephen A. Horvath 50 Executive Vice President of the Bank.
Robert W. Locke 54 Executive Vice President of the Bank.
Scott C. Nicholson 38 Executive Vice President of the Bank.
John A. Scaldara, Jr. 36 Executive Vice President, Chief Financial Officer and Secretary
of the Company and the Bank.
Mr. Bond has over 20 years of experience in the banking industry, holding
senior positions with the Bank, Chase Bank of Maryland and The First National
Bank of Maryland. Prior to returning to Maryland in 1978, Mr. Bond was a Vice
President with Citibank, N.A. in New York and a consultant with McKinsey &
Company. Mr. Bond is an active volunteer in his community, working with various
organizations involved in education, health and community development in both
Howard County and Baltimore. Mr. Bond is a graduate of Harvard College (A.B.)
and Columbia University (M.B.A. and J.D.). He has been admitted to the New York
State Bar.
Mr. Galeone directs the retail branch operations and consumer lending
activities of the Bank. He has in excess of 20 years of experience in the
consumer finance industry with the Bank and Household International Corporation.
Mr. Galeone is actively involved in civic and professional affairs. He is
currently a member of the Board for the Economic Development Authority for
Howard County and the Howard County Chamber of Commerce, as well as several
other organizations involved in education and community welfare. Mr. Galeone
attended Temple University, Institute of Technology.
Mr. Horvath directs the Washington Region of the Bank, acquired as part of
the merger of Suburban and Suburban Bank with and into the Company and the Bank,
as of March 8, 2000. Prior to the merger, Mr. Horvath served as Director,
President and Chief Operating Officer of Suburban and Suburban Bank. He has also
held positions with Crestar and First Union National Bank. Mr. Horvath is active
in civic affairs, serving as Chairman of the Prince Georges United Way Campaign
and Chairman of the Finance Committee of the Prince Georges Chamber of
Commerce. He is a graduate of Denison University (B.A.), Baldwin-Wallace College
(M.B.A.) and the Stonier Graduate School of Banking.
(12)
Mr. Locke directs the commercial lending activities of the Bank. He has
over 20 years of experience in the commercial lending area with the Bank and the
former Maryland National Bank and The National Bank of Washington. Mr. Locke is
actively involved in civic and professional affairs, serving as Chairman of the
Board of Directors of the Baltimore County Chamber of Commerce. He also serves
on the Board of Directors of the Better Business Bureau and the Baltimore
Division of the American Heart Association. He is a graduate of Colgate
University (B.A.) and City College of New York (M.S.Ed).
Mr. Nicholson directs the acquisition, development and construction loan
activities of the Bank. He has 16 years of experience in real estate lending
with the Bank, First American Metro Corporation, Equitable Federal Savings Bank,
First Texas Savings Association and Lumbermen's Investment Corporation. Mr.
Nicholson is actively involved in civic and professional affairs, serving with
various organizations including the Rotary Club of Columbia Town Center, the
Soccer Association of Columbia/Howard County and as Director of Development
Guaranty Group of Montgomery County, Inc., a subsidiary of Maryland National
Capital Building Industry Association. Mr. Nicholson attended The University of
Texas at Austin and St. Edwards University.
Mr. Scaldara directs the accounting, finance, loan administration, cash
management and transaction processing activities of the Company. He has been a
Certified Public Accountant since 1985. Prior to joining the Company, Mr.
Scaldara held various staff accounting and consulting positions with KPMG LLP in
Baltimore. He is a graduate of Loyola College (B.A.) and is actively involved in
civic organizations, serving as Chairman of the Howard Hospital Foundation. Mr.
Scaldara has served as Secretary of the Company and the Bank since January 1991.
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
The information required by this Item is incorporated by reference to the
information appearing under the caption "Executive Compensation" in the
Company's Proxy Statement for the 2000 Annual Meeting of Stockholders included
in Exhibit 99.1 filed herewith.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
The information required by this Item is incorporated by reference to the
information appearing under the caption "Beneficial Ownership of Executive
Officers, Directors and Nominees" in the Company's Proxy Statement for the 2000
Annual Meeting of Stockholders included in Exhibit 99.1 filed herewith.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
The information required by this Item is incorporated by reference to the
information appearing under the caption "Certain Relationships and Related
Transactions" in the Company's Proxy Statement for the 2000 Annual Meeting of
Stockholders included in Exhibit 99.1 filed herewith.
(13)
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- ---------------------------------------------------------------------------
a. Exhibits
(2.1) Plan and Agreement to Merge, dated September 28, 1999, among
Columbia Bancorp and Suburban Bancshares, Inc., previously filed
with the Commission as an Exhibit to, and incorporated herein by
reference from, the Form 8-K filed by the Company on October 4,
1999 (File No. 0-24302).
(2.2) First Amendment to Plan and Agreement to Merge, dated November
24, 1999, among Columbia Bancorp and Suburban Bancshares, Inc.,
previously filed with the Commission as an Exhibit to, and
incorporated herein by reference from, Amendment No. 1 to the
Company's Registration Statement on Form S-4 filed by the Company
on December 29, 1999 (Reg. No. 333-91887).
(3.1) Form of Restated Articles of Incorporation of the Company,
restated as of December 31, 1995, previously filed with the
Commission as an Exhibit to, and incorporated herein by reference
from, the Company's Annual Report on Form 10-KSB for fiscal year
ended December 31, 1995 (File No. 0-24302).
(3.1a) Articles Supplementary dated September 27, 1999 (filed herein as
Exhibit 3.1a).
(3.2) Form of Amended and Restated By-laws of the Company, restated as
of March 8, 2000 (filed herein as Exhibit 3.2).
(4.1) Not Applicable.
(9.1) Not Applicable.
(10.1) Form of the Company's 1987 Stock Option Plan, as amended April
17, 1990, December 18, 1995, and February 24, 1997, previously
filed with the Commission as an Exhibit to, and incorporated
herein by reference from, the Company's Annual Report on Form 10-
K for fiscal year ended December 31, 1996 (File No. 0-24302).
(10.1a) Amendment dated September 28, 1998 to the Company's 1987 Stock
Option Plan, previously filed with the Commission as an Exhibit
to, and incorporated herein by reference from, the Company's
Annual Report on Form 10-K for fiscal year ended December 31,
1998 (File No. 0-24302).
(10.2) Form of Incentive Stock Option Agreement for use under the 1987
Stock Option Plan, as amended, previously filed with the
Commission as an Exhibit to, and incorporated herein by reference
from, the Company's Registration Statement on Form S-8 filed
August 15, 1996 (Reg. No. 333-10231).
(10.3) Form of Non-Qualified Stock Option Agreement for use under the
1987 Stock Option Plan, as amended, previously filed with the
Commission as an Exhibit to, and incorporated herein by reference
from, the Company's Registration Statement on Form S-8 filed
August 15, 1996 (Reg. No. 333-10231).
(10.4) Form of the Company's 1990 Director Stock Option Plan, as amended
July 29, 1996 and February 24, 1997, previously filed with the
Commission as an Exhibit to, and incorporated herein by reference
from, the Company's Annual Report on Form 10-K for fiscal year
ended December 31, 1996 (File No. 0-24302).
(14)
(10.5) Suburban Bancshares, Inc. 1997 Stock Option Plan, previously
filed with the Commission as an Exhibit to, and incorporated
herein by reference from, the Company's Registration Statement on
Form S-8 filed March 21, 2000 (Reg. No. 333-32912).
(10.6) Form of the Company's Incentive Stock Option Agreement for use
under the 1997 Suburban Bancshares, Inc. 1997 Stock Option Plan,
previously filed with the Commission as an Exhibit to, and
incorporated herein by reference from, the Company's Registration
Statement on Form S-8 filed March 21, 2000 (Reg. No. 333-32912).
(10.7) Form of Employment Agreement dated February 26, 1996 with John M.
Bond, Jr., previously filed with the Commission as an Exhibit to,
and incorporated herein by reference from, the Company's Annual
Report on Form 10-KSB for fiscal year ended December 31, 1995
(File No. 0-24302).
(10.7a) Amendment dated December 18, 1997 to the employment agreement
dated February 26, 1996 with John M. Bond, Jr., previously filed
with the Commission as an Exhibit to, and incorporated herein by
reference from, the Company's Annual Report on Form 10-K for
fiscal year ended December 31, 1997 (File No. 0-24302).
(10.8) Form of Employment Agreement dated February 26, 1996 with Michael
T. Galeone, previously filed with the Commission as an Exhibit
to, and incorporated herein by reference from, the Company's
Annual Report on Form 10-KSB for fiscal year ended December 31,
1995 (File No. 0-24302).
(10.8a) Amendment dated December 16, 1997 to the employment agreement
dated February 26, 1996 with Michael T. Galeone, previously filed
with the Commission as an Exhibit to, and incorporated herein by
reference from, the Company's Annual Report on Form 10-K for
fiscal year ended December 31, 1997 (File No. 0-24302).
(10.9) Form of Employment Agreement dated February 26, 1996 with John A.
Scaldara, Jr., previously filed with the Commission as an Exhibit
to, and incorporated herein by reference from, the Company's
Annual Report on Form 10-KSB for fiscal year ended December 31,
1995 (File No. 0-24302).
(10.9a) Amendment dated December 16, 1997 to the employment agreement
dated February 26, 1996 with John A. Scaldara, Jr., previously
filed with the Commission as an Exhibit to, and incorporated
herein by reference from, the Company's Annual Report on Form 10-
K for fiscal year ended December 31, 1997 (File No. 0-24302).
(10.10) Form of Employment Agreement dated February 26, 1999 with Robert
W. Locke, previously filed with the Commission as an Exhibit to,
and incorporated herein by reference from, the Company's Annual
Report on Form 10-K for fiscal year ended December 31, 1998 (File
No. 0-24302).
(10.11) Deferred Compensation Plan dated September 27, 1996, as amended
December 30, 1996, and February 24, 1997, including addendums
thereto, previously filed with the Commission as an Exhibit to,
and incorporated herein by reference from, the Company's Annual
Report on Form 10-K for fiscal year ended December 31, 1996 (File
No. 0-24302).
(10.12) Data Processing agreements by and between the Bank and M&I Data
Services, Inc., including addendums thereto, previously filed
with the Commission as an Exhibit to, and incorporated herein by
reference from, the Company's Annual Report on Form 10-K for
fiscal year ended December 31, 1996 (File No. 0-24302).
(15)
(10.13) Form of the Company's 1997 Stock Option Plan, previously filed
with the Commission as an Exhibit to, and incorporated herein by
reference from, the Company's Registration Statement on Form S-8
filed July 29, 1997 (Reg. No. 333-10231).
(10.13a)Amendment dated September 26, 1998 to the Company's 1997 Stock
Option Plan, previously filed with the Commission as an Exhibit
to, and incorporated herein by reference from, the Company's
Annual Report on Form 10-K for fiscal year ended December 31,
1998 (File No. 0-24302).
(10.14) Form of Board Chairman's Services Agreement with Winfield M.
Kelly, Jr., previously filed with the Commission as an Exhibit
to, and incorporated herein by reference from, the Company's
Registration Statement on Form S-4 filed by the Company on
December 1, 1999 (Reg. No. 333-91887).
(10.15) Form of Employment Agreement with Stephen A. Horvath, previously
filed with the Commission as an Exhibit to, and incorporated
herein by reference from, the Company's Registration Statement on
Form S-4 filed December 1, 1999 (Reg. No. 333-91887).
(10.16) Form of Employment Agreement dated November 2, 1999 with Scott C.
Nicholson (filed herein as Exhibit 10.16).
(11.1) Not Applicable.
(12.1) Not Applicable.
(13.1) 1999 Annual Report to Stockholders (filed herein as Exhibit
13.1).
(16.1) Not Applicable.
(18.1) Not Applicable.
(21.1) List of Subsidiaries of the Company
State of Percentage
Name Incorporation Owned by Ownership
---- ------------- -------- ----------
The Columbia Maryland Columbia 100%
Bank Bancorp
McAlpine Maryland The Columbia 100%
Enterprises, Inc. Bank
Howard I, LLC Maryland The Columbia 100%
Bank
Howard II, LLC Maryland The Columbia 100%
Bank
(22.1) Not Applicable.
(23.1) Consent of Independent Auditors (filed herein
as Exhibit 23.1).
(24.1) Not Applicable.
(27.1) Financial Data Schedule (filed herein as Exhibit 27.1).
(16)
(99.1) Notice of the 2000 Annual Meeting of Stockholders, Proxy
Statement for the 2000 Annual Meeting of Stockholders and the
2000 Form of Proxy (filed herein as Exhibit 99.1).
b. Reports on Form 8-K
1. Current Report on Form 8-K dated March 10, 2000 reporting, under Item
5, the completion of the merger of Suburban Bancshares, Inc. and
Suburban Bank of Maryland with and into the Company and the Bank,
respectively, effective March 8, 2000.
2. Current Report on Form 8-K dated October 4, 1999 reporting, under Item
5, that on September 28, 1999 the Company entered into a Plan and
Agreement to Merge (the "Agreement") with Suburban Bancshares, Inc.
The Agreement provided for Suburban Bancshares, Inc. and Suburban Bank
of Maryland to merge with and into the Company and the Bank,
respectively, in a pooling-of-interests transaction.
(17)
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Columbia Bancorp
(Registrant)
March 27, 2000 By: /s/
-------------------------------
John M. Bond, Jr.
President, Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Company and in the capacities and on the
dates indicated.
Signature Title Date
- --------- ----- ----
/s/
- ---------------------------- Chairman of the 3/27/00
Winfield M. Kelly, Jr. Board
/s/
- ---------------------------- Vice Chairman of the 3/27/00
James R. Moxley, Jr. the Board
/s/
- ---------------------------- Chairman of the 3/27/00
Herschel L. Langenthal Executive Committee
/s/
- ---------------------------- President, Chief 3/27/00
John M. Bond, Jr. Executive Officer and
Treasurer
/s/
- ---------------------------- Secretary 3/27/00
John A. Scaldara, Jr. and Chief Financial
Officer
/s/
- ---------------------------- Director 3/27/00
Anand S. Bhasin
(18)
Signature Title Date
- --------- ----- ----
- ---------------------------- Director 3/27/00
Robert R. Bowie, Jr.
- ---------------------------- Director 3/27/00
Garnett Y. Clark, Jr.
/s/
- ---------------------------- Director 3/27/00
Hugh F.Z. Cole, Jr.
/s/
- ---------------------------- Director 3/27/00
G. William Floyd
/s/
- ---------------------------- Director 3/27/00
William L. Hermann
/s/
- ---------------------------- Director 3/27/00
Charles C. Holman
/s/
- ---------------------------- Director 3/27/00
Harry L. Lundy, Jr.
/s/
- ---------------------------- Director 3/27/00
Richard E. McCready
/s/
- ---------------------------- Director 3/27/00
Kenneth H. Michael
/s/
- ---------------------------- Director 3/27/00
James R. Moxley, III
- ---------------------------- Director 3/27/00
Vincent D. Palumbo
/s/
- ---------------------------- Director 3/27/00
Mary S. Scrivener
(19)
Signature Title Date
- --------- ----- ----
/s/
- ---------------------------- Director 3/27/00
Lawrence A. Shulman
/s/
- ---------------------------- Director 3/27/00
Maurice M. Simpkins
/s/
- ---------------------------- Director 3/27/00
Robert N. Smelkinson
/s/
- ---------------------------- Director 3/27/00
Albert W. Turner
/s/
- ---------------------------- Director 3/27/00
Theodore G. Venetoulis
(20)
INDEX TO EXHIBITS
-----------------
Exhibit No. Title of Exhibit
----------- ----------------
3.1a Articles Supplementary dated September 27, 1999.
3.2 Form of Amended and Restated By-Laws of Columbia Bancorp,
restated as of March 8, 3000.
10.16 Form of Employment Agreement dated November 2, 1999 with
Scott C. Nicholson.
13.1 Annual Report to Stockholders for the year ended December
31, 1999.
23.1 Consent of Independent Auditors.
27.1 Financial Data Schedule.
99.1 Notice of the 2000 Annual Meeting of Stockholders, Proxy
Statement for the 2000 Annual Meeting of Stockholders and
the 2000 Form of Proxy.
(21)