-----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, HfSvuT2y8WCleaBFyFRjQ7bSY5vmnac9Te7y24JjaXmCLmMEnH0W8U1dVbl1Fpie MzJozJgLCefFE2AIacEV7w== 0000950129-01-501974.txt : 20010717 0000950129-01-501974.hdr.sgml : 20010717 ACCESSION NUMBER: 0000950129-01-501974 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010716 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY BANCSHARES INC CENTRAL INDEX KEY: 0000785813 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521489098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-16234 FILM NUMBER: 1681889 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY BANCSHARES INC CENTRAL INDEX KEY: 0000785813 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [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 h89097e425.txt CENTURY BANCSHARES INC - FILE NO. 000-16234 1 Filed by Century Bancshares, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Century Bancshares, Inc. Commission File No: 000-16234 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 301-468-8667 CENTURY BANCSHARES, INC. ANNOUNCES SECOND QUARTER EARNINGS UP 51% Washington, D.C., July 13, 2001, CENTURY BANCSHARES, INC. (NASDAQ SmallCap Market: CTRY) announced today that net income, exclusive of after-tax merger related expense and gains from investment portfolio repositioning (or "core" earnings), for the second quarter of 2001 was $697,000 or $0.16 per diluted common share, a 51% increase compared with net income of $461,000 or $0.11 per diluted common share in the second quarter of 2000. Core earnings for the first six months of 2001 were $1,242,000 or $0.28 per diluted common share, a 39% increase over 2000 when core earnings were $893,000 or $0.21 per diluted common share. All per share data has been adjusted to reflect the 5% stock dividend distributed to shareholders on June 29, 2001. The increase in second quarter core earnings was primarily driven by a 61% increase in noninterest income coupled with a 1% decline in noninterest expense as management continues to concentrate on synergy and revenue enhancement opportunities afforded by the recent merger with GrandBanc, Inc. Average earning assets for the second quarter of 2001 increased 21% compared with the same quarter last year; however, net interest income increased only 3% as the net interest margin declined from 4.52% to 3.88%. 2 Century Bancshares, Inc. Page 2 Including after-tax merger related expenses of $263,000 and after-tax net gains realized from investment portfolio repositioning of $951,000, Century reported net income for the second quarter 2001 of $1.385 million or $0.31 per diluted common share compared with $461,000, or $0.11 per diluted common share for the same period last year. Including after-tax merger-related expenses of $1.779 million and after-tax net gains, realized from investment portfolio repositioning of $951,000, net income for the first six months of 2001 was $414,000, or $0.09 per diluted common share compared with $893,000, or $0.21 per diluted common share for the same period last year. "We continue to leverage the strength of our newly combined organization as evidenced by our strong earnings growth," said Joseph S. Bracewell, Chairman, President and CEO. "As we capitalize on additional synergy opportunities afforded by the conversion of back-office operations, we expect further improvement in our efficiency ratio and remain confident in our prospects for continued growth and profitability." Total assets at June 30, 2001 were $415 million, an increase of $73 million, or 21%, compared to $342 million one year earlier. Total deposits at June 30, 2001 were $322 million and loans, net of unearned income, were $293 million, reflecting increases of 21% and 37%, respectively, compared to June 30, 2000. 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 eleven banking offices - five in Northern Virginia, four in Montgomery County, and two in the District - and owns an insurance agency. On June 14, 2001, Century signed a definitive agreement to merge with United Bankshares, Inc. The merger with United, which is subject to regulatory and shareholder approvals, is expected to close in the fourth quarter of this year. 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 3 Century Bancshares, Inc. Page 3 actual results to differ materially from the Company's expectations are disclosed in its Form 10-K dated March 29, 2001, 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. 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 BY UNITED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (SEC) IN CONNECTION WITH THE PROPOSED MERGER OF CENTURY AND UNITED. THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT CENTURY, UNITED, 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 (tables follow) 4 -4- CENTURY BANCSHARES, INC. FINANCIAL HIGHLIGHTS (UNAUDITED) - --------------------------------------------------------------------------------
Quarter Ended Six Months Ended June 30, June 30, ----------------------------- ----------------------------- (Dollars in thousands, except per share amounts) 2001 2000 2001 2000 ----------- ----------- ----------- ----------- EARNINGS DATA: Interest Income $ 7,587 $ 6,513 $ 15,414 $ 12,412 Interest Expense 3,975 2,994 8,094 5,531 ----------- ----------- ----------- ----------- Net Interest Income 3,612 3,519 7,320 6,881 Provision for Credit Losses 330 215 570 440 ----------- ----------- ----------- ----------- Net Interest Income After Provision 3,282 3,304 6,750 6,441 Noninterest Income 837 519 1,439 951 Noninterest Expense 3,043 3,076 6,288 5,935 ----------- ----------- ----------- ----------- Income Before Income Tax Expense 1,076 747 1,901 1,457 Income Tax Expense 379 286 659 564 ----------- ----------- ----------- ----------- CORE OPERATING INCOME ("CORE") 697 461 1,242 893 Merger-Related Expense-Net of Income Tax (263) -- (1,779) -- Investment Portfolio Repositioning Gains-Net of Income Tax 951 -- 951 -- ----------- ----------- ----------- ----------- NET INCOME $ 1,385 $ 461 $ 414 $ 893 =========== =========== =========== =========== PER SHARE DATA: Basic Earnings Per Share-Net Income $ 0.32 $ 0.11 $ 0.10 $ 0.21 Basic Earnings Per Share-Core $ 0.16 $ 0.11 $ 0.29 $ 0.21 Diluted Earnings Per Share-Net Income $ 0.31 $ 0.11 $ 0.09 $ 0.21 Diluted Earnings Per Share-Core $ 0.16 $ 0.11 $ 0.28 $ 0.21 Book Value Per Share (Period End) $ 5.80 $ 5.23 $ 5.80 $ 5.23 Average Shares Outstanding (Basic) 4,312,922 4,303,706 4,310,170 4,274,874 Average Shares Outstanding (Diluted) 4,446,598 4,379,057 4,413,989 4,350,225 Shares Outstanding (Period End) 4,322,511 4,281,557 4,322,511 4,281,557 PERIOD END BALANCE SHEET DATA: Total Assets $ 415,028 $ 341,832 Total Loans, Net of Unearned Income 292,930 213,883 Allowance for Credit Losses 2,955 2,411 Total Earning Assets 378,422 311,878 Total Intangible Assets 5,454 2,497 Total Noninterest-Bearing Deposits 53,658 50,954 Total Interest-Bearing Deposits 268,600 215,378 Total Deposits 322,258 266,332 Total Other Interest-Bearing Liabilities 51,979 50,791 Total Liabilities 389,965 319,448 Total Stockholders' Equity 25,063 22,384 ----------- ----------- Total Liabilities and Equity $ 415,028 $ 341,832 =========== =========== SELECTED KEY DATA: Net Interest Margin 3.88% 4.52% 3.96% 4.62% Efficiency Ratio 63.48% 73.65% 66.69% 73.75% Return on Average Assets-Core 0.68% 0.56% 0.61% 0.56% Return on Average Assets-Net Income 1.35% 0.56% 0.20% 0.56% Return on Average Stockholders' Equity-Core 11.24% 8.35% 9.98% 8.16% Return on Average Stockholders' Equity-Net Income 22.34% 8.35% 3.33% 8.16% Stockholders' Equity to Total Assets (Period End) 6.04% 6.55% 6.04% 6.55%
================================================================================ --more-- 5 -5- CENTURY BANCSHARES, INC. FINANCIAL HIGHLIGHTS (UNAUDITED) - --------------------------------------------------------------------------------
Quarter Ended Six Months Ended June 30, June 30, ---------------------- --------------------- (Dollars in thousands, except per share amounts) 2001 2000 2001 2000 -------- -------- -------- -------- SELECTED AVERAGE BALANCES: Loans (net) $287,798 $206,118 $276,478 $202,587 Investment Securities 87,628 77,472 96,712 72,889 Federal Funds Sold 462 16,416 3,505 13,439 Interest Bearing Deposits in Other Banks 2,513 12,797 1,953 10,305 -------- -------- -------- -------- Total Earning Assets 378,401 312,803 378,648 299,220 -------- -------- -------- -------- Total Assets $412,654 $334,053 $410,230 $320,169 ======== ======== ======== ======== Interest Bearing Deposits $268,964 $216,333 $271,222 $211,200 Borrowings 62,366 44,451 57,436 43,958 -------- -------- -------- -------- Total Interest Bearing Liabilities 331,330 260,784 328,658 255,158 -------- -------- -------- -------- Noninterest Bearing Deposits 51,957 48,328 52,150 47,494 Total Deposits 320,921 264,661 323,372 258,694 Total Liabilities 387,782 311,852 385,146 298,151 Stockholders' Equity 24,872 22,201 25,084 22,018 -------- -------- -------- -------- Total Liabilities and Equity $412,654 $334,053 $410,230 $320,169 ======== ======== ======== ======== ALLOWANCE FOR CREDIT LOSSES: Balance - Beginning of Period $ 2,761 $ 2,233 $ 2,958 $ 2,209 Provision for Credit Losses 330 215 820 440 Charge-offs 271 51 973 286 Recoveries 135 14 150 48 -------- -------- -------- -------- Balance - End of Period $ 2,955 $ 2,411 $ 2,955 $ 2,411 -------- -------- -------- -------- ASSET QUALITY: Nonaccrual Loans $ 409 $ 1,437 90 Days Past Due 937 194 Other Real Estate Owned 240 114 -------- -------- Total Nonperforming Assets $ 1,586 $ 1,745 -------- -------- Nonperforming Assets to Total Assets 0.38% 0.51% Allowance for Credit Losses to Nonperforming Assets 186.32% 138.17% Allowance for Credit Losses to Total Loans 1.01% 1.13%
# # # -----END PRIVACY-ENHANCED MESSAGE-----