-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MHx+/zwWzY3gES0YGTSYLyHg8DwV1gqo+3VxylRN9wpe7frpoNKFc1OU+WpB3qvm r6SbI0Mmh7svPYe1vpC8UQ== /in/edgar/work/0000950129-00-004985/0000950129-00-004985.txt : 20001016 0000950129-00-004985.hdr.sgml : 20001016 ACCESSION NUMBER: 0000950129-00-004985 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001013 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRANDBANC INC CENTRAL INDEX KEY: 0000719488 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 521332050 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-16187 FILM NUMBER: 740165 BUSINESS ADDRESS: STREET 1: 1800 ROCKVILLE PIKE STREET 2: PO BOX 2022 CITY: ROCKVILLE STATE: MD ZIP: 20852 BUSINESS PHONE: 3017701300 MAIL ADDRESS: STREET 1: 1800 ROCKVILLE PIKE CITY: ROCKVILLE STATE: MD ZIP: 20852 FORMER COMPANY: FORMER CONFORMED NAME: FWB BANCORPORATION DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY BANCSHARES INC CENTRAL INDEX KEY: 0000785813 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 521489098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 1275 PENNSYLVANIA AVE., N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-496-40 MAIL ADDRESS: STREET 1: 1275 PENNSYLVANIA AVE NW CITY: WASHINGTON STATE: DC ZIP: 20004 425 1 h80954e425.txt CENTURY BANCSHARES INC FOR GRANDBANC INC 1 Filed by Century Bancshares, Inc. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: GrandBanc, Inc. Commission File No: 000-16234 The following press release was issued by Century Bancshares, Inc. on October 13, 2000: NEWS RELEASE RELEASE: IMMEDIATE FOR: CENTURY BANCSHARES, INC. CONTACTS:MEDIA: JOSEPH S. BRACEWELL, CHAIRMAN/CEO 202-496-4040 INVESTOR RELATIONS: DALE G. PHELPS, SVP/CFO 202-496-4050 CENTURY BANCSHARES, INC. ANNOUNCES THIRD QUARTER 2000 EARNINGS UP 32% Washington, D.C., October 13, 2000, CENTURY BANCSHARES, INC. (NASDAQ SmallCap Market: CTRY) announced today that net income for the third quarter of 2000 was $425,000 or $0.15 per diluted common share, a 32% increase compared with net income of $323,000 or $0.11 per diluted common share in the third quarter of 1999. Net income for the first nine months of 2000 was $1,247,000 or $0.45 per diluted common share, a 51% increase over 1999 when earnings were $827,000 or $0.29 per diluted common share. Earnings per share for 1999 have been adjusted to reflect the 5% stock dividend distributed to shareholders on April 17, 2000. The increase in third quarter earnings was primarily driven by increases in net interest income resulting from earning asset growth. Average earning assets for the third quarter of 2000 increased 43% compared with the same quarter last year resulting in a 29% increase in net interest income for the comparable periods. The increase in net interest income was partially offset by a $165,000 increase in the provision for credit losses, which was primarily attributable to the 26% growth in average loans outstanding, 2 Century Bancshares, Inc. Page 2 and a 29% increase in noninterest expenses coinciding with the expanded scope of the Company's operations. According to Joseph S. Bracewell, Chairman, President and CEO, "Total assets reached a new high during the quarter as we continued to experience solid growth in our loan portfolio complemented by the successful purchase of a full-service branch in Reston, Virginia with over $52 million in deposits. Our expanded presence in Northern Virginia represents another milestone in our continued expansion efforts. We remain confident that our earnings performance validates the strength of our business expansion model." Total assets at September 30, 2000 were $285 million, an increase of $84 million, or 42%, compared to $201 million one year earlier. Total deposits at September 30, 2000 were $216 million and loans, net of unearned income, were $180 million, reflecting increases of 58% and 36%, respectively, compared to September 30, 1999. Century Bancshares, Inc. is the parent company of Century National Bank, a community bank providing a full range of loans and financial services to professionals, small businesses, and non-profit organizations in the Washington, DC metropolitan area. Century operates seven full-service banking offices -- two in downtown Washington, four in Northern Virginia, and one in Bethesda, MD -- a loan production office in Rockville, MD, and an insurance agency. Century recently announced the pending acquisition of GrandBanc, Inc. via a stock-for-stock exchange valued at $ 8.8 million. GrandBanc, Inc., which had $114 million in total assets at June 30, 2000, is the parent holding company of GrandBank, a Maryland chartered commercial bank headquartered in Rockville, MD. Century also announced that it has terminated its previously announced 130,000 share repurchase program. As of the termination date, a total of 6,500 shares had been purchased under this program. --more-- 3 Century Bancshares, Inc. Page 3 ADDITIONAL INFORMATION SHAREHOLDERS OF CENTURY AND OTHER INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4 TO BE FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (SEC) IN CONNECTION WITH THE PROPOSED MERGER OF CENTURY AND GRANDBANC. THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT CENTURY, GRANDBANC, THE MERGER, AND ABOUT PERSONS SOLICITING PROXIES IN THE MERGER, INCLUDING OFFICERS AND DIRECTORS OF CENTURY, AND THEIR INTEREST IN THE MERGER. AFTER IT IS FILED WITH THE SEC, INVESTORS MAY OBTAIN A FREE COPY OF THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS ON THE SEC'S WEB SITE (http://www.sec.gov). A PROXY STATEMENT/PROSPECTUS WITH RESPECT TO THE PROPOSED MERGER AND OTHER RELEVANT DOCUMENTS WILL ALSO BE MADE AVAILABLE FOR FREE TO CENTURY STOCKHOLDERS BY CONTACTING CENTURY'S SHAREHOLDER RELATIONS DEPARTMENT AS FOLLOWS: SHAREHOLDER RELATIONS CENTURY BANCSHARES, INC. 1275 PENNSYLVANIA AVENUE, NW WASHINGTON, DC 20004 202-496-4100 This press release contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Company believes that the expectations reflected in such forward looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in its Form 10-K dated March 31, 2000, filed with the Securities and Exchange Commission and are incorporated by reference herein (Cautionary Disclosures). Subsequent written and oral forward looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Disclosures. (tables follow) 4 -4- CENTURY BANCSHARES, INC. FINANCIAL HIGHLIGHTS (UNAUDITED)
- --------------------------------------------------------------------------------------------------------------- Quarter Ended Nine Months Ended September 30, September 30, -------------------------------- ------------------------------ (Dollars in thousands, except per share amounts) 2000 1999 2000 1999 ----------- ------------ ----------- ----------- EARNINGS DATA: Interest Income $ 5,009 $ 3,323 $ 13,159 $ 9,519 Interest Expense 2,375 1,284 5,670 3,595 ----------- ------------ ----------- ----------- Net Interest Income 2,634 2,039 7,489 5,924 Provision for Credit Losses 275 110 655 435 ----------- ------------ ----------- ----------- Net Interest Income After Provision 2,359 1,929 6,834 5,489 Noninterest Income 557 411 1,605 1,247 Noninterest Expense 2,340 1,820 6,521 5,402 ----------- ------------ ----------- ----------- Income Before Income Tax Expense 576 520 1,918 1,334 Income Tax Expense 151 197 671 507 ----------- ------------ ----------- ----------- NET INCOME $ 425 $ 323 $ 1,247 $ 827 =========== ============ =========== =========== PER SHARE DATA: Basic Earnings Per Share * $ 0.16 $ 0.11 $ 0.46 $ 0.29 Diluted Earnings Per Share * $ 0.15 $ 0.11 $ 0.45 $ 0.29 Book Value Per Share (Period End) * $ 6.23 $ 5.63 $ 6.23 $ 5.63 Average Shares Outstanding (Basic)* 2,737,705 2,804,679 2,729,180 2,833,113 Average Shares Outstanding (Diluted)* 2,766,314 2,832,251 2,751,698 2,860,925 Shares Outstanding (Period End)* 2,742,998 2,721,694 2,742,998 2,721,694 PERIOD END BALANCE SHEET DATA: Total Assets $ 284,784 $ 201,302 Total Loans, Net of Unearned Income 179,684 131,648 Allowance for Credit Losses 1,667 1,351 Total Earning Assets 264,727 187,587 Total Intangible Assets 5,124 1,404 Total Noninterest-Bearing Deposits 41,647 29,628 Total Interest-Bearing Deposits 173,893 107,787 Total Deposits 215,540 137,415 Total Other Interest-Bearing Liabilities 50,111 47,203 Total Liabilities 267,697 185,989 Total Stockholders' Equity 17,087 15,313 -------------------------- Total Liabilities and Equity $ 284,784 $ 201,302 ========================== SELECTED KEY DATA: Net Interest Margin 4.64% 4.99% 4.90% 5.12% Efficiency Ratio 69.25% 72.35% 68.90% 73.34% Return on Average Assets 0.68% 0.74% 0.76% 0.67% Return on Average Stockholders' Equity 10.00% 8.25% 10.14% 7.11% Stockholders' Equity to Total Assets (Period End) 6.00% 7.61% 6.00% 7.61% ==================================================================================================================
*-- adjusted for 5% stock dividend dated April 17, 2000. --more-- 5 -5- CENTURY BANCSHARES, INC. FINANCIAL HIGHLIGHTS (UNAUDITED)
- --------------------------------------------------------------------------------------------------------------- Quarter Ended Nine Months Ended September 30, September 30, -------------------------------- ----------------------------- (Dollars in thousands, except per share amounts) 2000 1999 2000 1999 ----------- ----------- ---------- ----------- SELECTED AVERAGE BALANCES: Loans (net) $ 161,847 $ 128,388 $ 149,971 $ 125,629 Investment Securities 54,283 15,380 36,242 12,291 Federal Funds Sold 8,688 4,714 11,136 4,766 Interest Bearing Deposits in Other Banks 6,344 13,483 8,974 11,902 ----------- ----------- ---------- ----------- Total Earning Assets 231,162 161,965 206,323 154,588 ----------- ----------- ---------- ----------- Total Assets $ 247,571 $ 172,245 $ 219,868 $ 164,841 =========== =========== ========== =========== Interest Bearing Deposits $ 138,887 $ 109,755 $ 128,408 $ 106,374 Borrowings 49,403 15,994 34,976 12,533 ----------- ----------- ---------- ----------- Total Interest Bearing Liabilities 188,290 122,749 163,384 118,907 ----------- ----------- ---------- ----------- Noninterest Bearing Deposits 40,067 29,520 37,439 28,801 Total Deposits 178,954 139,275 165,847 135,175 Total Liabilities 230,681 156,717 203,438 149,296 Stockholders' Equity 16,890 15,528 16,430 15,545 ----------- ----------- ---------- ----------- Total Liabilities and Equity $ 247,571 $ 172,245 $ 219,868 $ 164,841 =========== =========== ========== =========== ALLOWANCE FOR CREDIT LOSSES: Balance - Beginning of Period $ 1,743 $ 1,409 $ 1,519 $ 1,128 Provision for Credit Losses 275 110 655 435 Charge-offs 354 171 537 228 Recoveries 3 3 30 16 ----------- ----------- ---------- ----------- Balance - End of Period $ 1,667 $ 1,351 $ 1,667 $ 1,351 ----------- ----------- ---------- ----------- ASSET QUALITY: Nonaccrual Loans $ 1,043 $ 693 90 Days Past Due 134 67 Other Real Estate Owned 0 0 ---------- ----------- Total Nonperforming Assets $ 1,177 $ 760 ---------- ----------- Nonperforming Assets to Total Assets 0.41% 0.38% Allowance for Credit Losses to Nonperforming Assets 141.27% 177.80% Allowance for Credit Losses to Total Loans 0.93% 1.03% RISK BASED CAPITAL RATIOS (BANK): Tier 1 7.16% 9.56% Total 10.24% 10.53%& Leverage Capital Ratio 5.96% 7.76% RISK BASED CAPITAL RATIOS (CONSOLIDATED): Tier 1 8.70% 10.10% Total 11.05% 11.07% Leverage Capital Ratio 7.29% 8.57%
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