-----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, U1kPvuWVx4uy3+/zos97I2U1+wFxLBtiisqjOoGwaBSp77ELjuAgmvWQEkRFZShq W8eHhMNL+93DcLFMx4DnAQ== 0000950152-97-003776.txt : 19970514 0000950152-97-003776.hdr.sgml : 19970514 ACCESSION NUMBER: 0000950152-97-003776 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970513 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCFIRST OHIO CORP CENTRAL INDEX KEY: 0000868572 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 311294136 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-18840 FILM NUMBER: 97601694 BUSINESS ADDRESS: STREET 1: 422 MAIN ST CITY: ZANESVILLE STATE: OH ZIP: 43702 BUSINESS PHONE: 6144528444 MAIL ADDRESS: STREET 1: 422 MAIN STREET CITY: ZANESVILLE STATE: OH ZIP: 43701 FORMER COMPANY: FORMER CONFORMED NAME: BANCFIRST CORP /OH/ DATE OF NAME CHANGE: 19600201 10-Q 1 BANCFIRST OHIO CORP. QUARTERLY REPORT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 OR [ ] 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 0-18840 BancFirst Ohio Corp. (Exact name of registrant as specified in its charter) Ohio 31-1294136 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 422 Main Street Zanesville, Ohio 43701 (Address of principal executive offices) (Zip Code) (614) 452-8444 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) 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 the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Class Outstanding as of May 8, 1997 ----- ----------------------------- Common Stock, No Par Value 3,980,647 1 2 INDEX BANCFIRST OHIO CORP.
PART I. FINANCIAL INFORMATION PAGE NO. - ----------------------------- -------- Item 1. Financial Statements Consolidated Balance Sheet.................................................. 3 Consolidated Statement of Income............................................ 4 Consolidated Statement of Cash Flows........................................ 5 Notes to Consolidated Financial Statements.................................. 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................................................... 9-20 PART II. OTHER INFORMATION Other Information.................................................................... 21 Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits on Item 601 of Regulation S-K (b) Exhibit 27: Financial Data Schedule (c) Reports on Form 8-K Signatures ................................................................... 22
2 3 PART I: FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS BANCFIRST OHIO CORP. CONSOLIDATED BALANCE SHEET (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31 DEC. 31 1997 1996 ----------- ----------- ASSETS: Cash and due from banks $ 19,950 $ 18,856 Federal funds sold 2,450 2,193 Securities held-to-maturity, at amortized cost (approximate fair value of $46,240 and $47,652 in 1997 and 1996, respectively) 46,000 46,799 Securities available-for-sale, at fair value 248,658 237,777 ----------- ----------- Total securities 294,658 284,576 ----------- ----------- Loans, net of unearned income 723,667 721,855 Allowance for possible loan losses (6,691) (6,599) ----------- ----------- Net loans 716,976 715,256 ----------- ----------- Bank premises and equipment, net 8,084 7,962 Accrued interest receivable 7,200 6,696 Intangible assets 13,799 14,187 Other assets 5,571 7,194 ----------- ----------- Total assets $ 1,068,688 $ 1,056,920 =========== =========== LIABILITIES: Deposits: Non-interest-bearing deposits $ 48,847 $ 56,179 Interest-bearing deposits 684,351 676,510 ----------- ----------- Total deposits 733,198 732,689 Short-term borrowings 4,500 11,650 Long-term borrowings 245,473 224,959 Accrued interest payable 2,851 2,255 Other liabilities 4,238 7,473 ----------- ----------- Total liabilities 990,260 979,026 ----------- ----------- SHAREHOLDERS' EQUITY: Common stock, $10 par value, 7,500,000 shares authorized, 4,033,919 shares issued in 1997 and 1996, respectively 40,340 40,340 Capital in excess of par value 22,834 22,807 Retained earnings 17,063 15,466 Unrealized holdings gains (losses) on securities available-for-sale, net (761) 304 Treasury stock, 54,165 and 54,420 shares, at cost, in 1997 and 1996, respectively (1,048) (1,023) ----------- ----------- Total shareholders' equity 78,428 77,894 ----------- ----------- Total liabilities and shareholders' equity $ 1,068,688 $ 1,056,920 =========== ===========
The accompanying notes are an integral part of the financial statements. 3 4 BANCFIRST OHIO CORP. CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATE)
THREE MONTHS ENDED MARCH 31, --------- 1997 1996 ------- ------- Interest income: Interest and fees on loans $15,512 $ 6,187 Interest and dividends on securities: Taxable 4,618 2,537 Tax-exempt 332 329 Other interest income 189 88 ------- ------- Total interest income 20,651 9,141 ------- ------- Interest expense: Time deposits, $100 and over 1,873 710 Other deposits 6,059 2,668 Long-term borrowings 3,589 838 Short-term borrowings 37 192 ------- ------- Total interest expense 11,558 4,408 ------- ------- Net interest income 9,093 4,733 Provision for possible loan losses 298 292 ------- ------- Net interest income after provision for possible loan losses 8,795 4,441 ------- ------- Other income: Trust and custodian fees 422 375 Customer service fees 463 411 Gain on sale of loans 491 596 Other 164 180 Investment securities gains, net 22 2 ------- ------- Total other income 1,562 1,564 ------- ------- Other expense: Salaries and employee benefits 3,523 1,887 Net occupancy expense 531 205 Amortization of intangibles 396 7 Other 1,936 1,288 ------- ------- Total other expense 6,386 3,387 ------- ------- Income before income taxes 3,971 2,618 Provision for Federal income taxes 1,339 763 ------- ------- Net income $ 2,632 $ 1,855 ======= ======= Net income per common share $ 0.66 $ 0.62 ======= ======= Weighted average common shares outstanding 3,981 2,972 ======= ======= Cash dividends per common share $ 0.26 $ 0.25 ======= ======= Total cash dividends paid $ 1,035 $ 743 ======= =======
The accompanying notes are an integral part of the financial statements. 4 5 BANCFIRST OHIO CORP. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (DOLLARS IN THOUSANDS)
THREE MONTHS ENDED MARCH 31 -------- 1997 1996 -------- -------- Cash flows from operating activities: Net income $ 2,632 $ 1,855 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 1,017 483 Provision for possible loan losses 298 292 Gain on sale of assets (513) (598) Increase in interest receivable (504) (377) Decrease in other assets 1,786 3,576 Increase in interest payable 596 176 Decrease in other liabilities (1,735) (397) FHLB stock dividend (234) (74) -------- -------- Net cash provided by operating activities 3,343 4,936 -------- -------- Cash flows from investing activities: (Increase) decrease in federal funds sold and short term investments (845) 487 Proceeds from maturities of securities held-to-maturity 769 94 Proceeds from maturities and sales of securities available-for-sale 20,995 9,550 Purchase of securities held-to-maturity -- (487) Purchase of securities available-for-sale (32,801) (10,838) Increase in loans, net (5,402) (14,212) Decrease in payable related to acquisition of County Savings Bank (1,500) -- Purchase of loans (7,374) -- Purchases of equipment and other assets (420) (329) Proceeds from sale of loans 11,339 5,673 -------- -------- Net cash used in investing activities (15,239) (10,062) -------- -------- Cash flows from financing activities: Decrease in short-term borrowings (7,150) (2,500) Increase (decrease) in other long-term borrowings 20,514 (104) Net increase in deposits 659 7,691 Cash dividends paid (1,035) (743) Reissuance of treasury stock, net 2 44 -------- -------- Net cash provided by financing activities 12,990 4,388 -------- -------- Net increase (decrease) in cash and due from banks 1,094 (738) Cash and due from banks, beginning of period 18,856 14,102 -------- -------- Cash and due from banks, end of period $ 19,950 $ 13,364 ======== ======== Supplemental cash flow disclosures: Income taxes paid $ -- $ 50 ======== ======== Interest paid $ 11,112 $ 4,232 ======== ========
The accompanying notes are an integral part of the financial statements 5 6 BANCFIRST OHIO CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1997 (UNAUDITED) The consolidated financial statements for interim periods are unaudited; however, in the opinion of management of BancFirst Ohio Corp. ("Company"), the accompanying consolidated financial statements contain all material adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position and results of operations and cash flows for the periods presented. The unaudited financial statements are presented in accordance with the requirements of Form 10-Q and do not include all disclosures normally required by generally accepted accounting principles. Reference should be made to the Company's consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1996 for additional disclosures, including a summary of the Company's accounting policies. The results of operations for the three month period ended March 31, 1997 are not necessarily indicative of the results to be expected for the full year. Certain reclassifications have been made to the 1996 consolidated financial statements to conform to the 1997 presentation. 1) BASIS OF PRESENTATION: The consolidated financial statements include the accounts of the Company and each of its wholly owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. On August 14, 1996, the Company acquired County Savings Bank ("County") in a transaction accounted for under the purchase method of accounting for business combinations. Accordingly, the Company's consolidated financial statements include the operating results of County from the date of acquisition. At the time of acquisition, County had approximately $554 million in total assets, $411 million in loans and $365 million in total deposits. The Company also recorded goodwill and other intangible assets of $14.5 million as a result of the application of purchase accounting. Funding for the acquisition was provided by proceeds from the issuance of 1 million shares of common stock, $15 million of bank borrowings and approximately $7 million of available cash. The following summarizes the pro-forma results of operations for the three months ended March 31, 1997 and 1996 as if County had been acquired at the beginning of such period:
MARCH 31, 1997 1996 ---- ---- Net Interest income $9,093 $8,206 Net Income $2,632 $2,443 Net Income per share $ .66 $ .62
6 7 2) INVESTMENT SECURITIES: The amortized cost and estimated fair value of investment securities are as follows:
MARCH 31, 1997 DECEMBER 31,1996 -------------- ---------------- SECURITIES HELD-TO-MATURITY COST FAIR VALUE COST FAIR VALUE - --------------------------- ---- ---------- ---- ---------- (IN THOUSANDS) Other U.S. government agencies $ 2,084 $ 2,094 $ 1,999 $ 2,000 State and political subdivisions 6,262 6,295 6,266 6,375 Mortgage-backed and related securities 34,864 35,061 35,690 36,431 Other 2,790 2,790 2,844 2,846 -------- -------- -------- -------- $ 46,000 $ 46,240 $ 46,799 $ 47,652 ======== ======== ======== ======== SECURITIES AVAILABLE-FOR-SALE - ----------------------------- U.S. treasury securities $ 11,268 $ 11,315 $ 11,775 $ 11,881 Other U.S. government agencies 14,803 14,566 12,446 12,428 State and political subdivisions 16,113 16,096 16,090 16,301 Mortgage-backed and related securities 191,090 190,153 182,509 182,672 Other 16,537 16,528 14,495 14,495 -------- -------- -------- -------- $249,811 $248,658 $237,315 $237,777 ======== ======== ======== ========
3) LOANS AND LEASES BY CATEGORIES:
MARCH 31 DEC. 31 1997 1996 -------- -------- (IN THOUSANDS) Commercial, financial and agricultural $303,745 $299,630 Real estate - mortgage 332,168 337,911 Real estate - construction 8,901 7,716 Consumer installment 78,853 76,598 -------- -------- Total $723,667 $721,855 ======== ========
4) LONG-TERM BORROWINGS Long-term borrowings as of March 31, 1997 and December 31, 1996 were as follows:
MARCH 31 DEC. 31 1997 1996 -------- -------- (IN THOUSANDS) Term reverse repurchase agreement (5.95%) due 1997 $ 5,000 $ 5,000 Term reverse repurchase agreement (6.05%) due 1998 5,000 5,000 Federal Home Loan Bank Advances 220,473 199,959 Term debt with a financial institution (LIBOR + 1.35%) 15,000 15,000 -------- -------- Total $245,473 $224,959 ======== ========
7 8 Minimum annual retirements on long-term borrowings for the next five years consisted of the following:
MARCH 31,1997 DECEMBER 31, 1996 ------------- ----------------- (IN THOUSANDS) MATURITY (PERIOD AVERAGE AVERAGE ENDING DECEMBER 31) RATE AMOUNT RATE AMOUNT - ------------------- ---- ------ ---- ------ 1996 5.69% $ 180,365 6.42% $ 169,851 1997 5.93% 19,734 5.93% 17,734 1998 6.20% 17,266 6.24% 14,266 1999 6.50% 5,051 6.76% 3,051 2000 6.47% 6,088 6.75% 3,088 2001 and thereafter 6.87% 16,969 6.64% 16,969 --------- -------- Total 5.86% $ 245,473 6.39% $224,959 ========= ========
Federal Home Loan Bank ("FHLB") advances must be secured by eligible collateral as specified by the FHLB. Accordingly, the Company has a blanket pledge of its first mortgage loan portfolio as collateral for the advances outstanding, with a required minimum ratio of collateral to advances of 150%. Additionally, the stock of the FHLB owned by the Company (book value at March 31, 1997 of $14.7 million) is pledged as collateral for these borrowings. The Company has no commitments to borrow additional funds from the FHLB as of March 31, 1997. 5) NEW ACCOUNTING PRONOUNCEMENTS Effective January 1, 1997, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement provides accounting and reporting standards for loan securitizations based on control of the underlying assets. It also provides accounting and implementation guidance for other transfers, including partial transfers of loans, servicing of financial assets, repurchase agreements, securities lending and extinguishements of liabilities. The effective date of certain provisions has been deferred by the Financial Accounting Standards Board until 1998. Adoption of this statement had no impact on the Company's March 31, 1997 financial statements. SFAS No. 128 "Earnings Per Share" was issued in February 1997 and is effective for financial statements issued for periods after December 15, 1997. The statement specifies the computation, presentation and disclosure requirements for earning per share for entities with publcly held common stock. The impact of the statement on earnings per share is not expected to be material. 6) SUBSEQUENT EVENT On April 17, 1997, the Company's shareholders approved proposals to the Company's Articles of Incorporation to increase the number of authorized shares of common stock to 20,000,000 from 7,500,000 and to eliminate par value per share of common stock. These changes to the Company's Articles of Incorporation will have no effect on the existing capital of the Company. 8 9 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BANCFIRST OHIO CORP. For a comprehensive understanding of the Company's financial condition and performance, this discussion should be considered in conjunction with the Company's Consolidated Financial Statements, accompanying notes, and other information contained elsewhere herein. This discussion contains forward-looking statements under the Private Securities Litigation Reform Act of 1995 that involves risks and uncertainties. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included herein will prove to be accurate. Factors that could cause actual results to differ from the results discussed in the forward-looking statements include, but are not limited to: economic conditions (both generally and more specifically in the markets in which the Company and its Banking Subsidiaries operate); competition for the Company's customers from other providers of financial services; government legislation and regulation (which changes from time to time and over which the Company has no control); changes in interest rates; material unforeseen changes in the liquidity, results of operations, or other financial position of the Company's customers; delays in, customers' reactions to, and other unforeseen complications with respect to the implementation of the Company's planned integration of County; and other risks detailed in the Company's filings with the Securities and Exchange Commission, all of which are difficult to predict and many of which are beyond the control of the Company. 9 10 BANCFIRST OHIO CORP. SELECTED FINANCIAL DATA: (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
AT OR FOR THE THREE MONTHS ENDED MARCH 31, 1997 (1) 1996 ------------- ------------- STATEMENT OF INCOME DATA: Interest income $ 20,651 $ 9,141 Interest expense 11,558 4,408 ---------- -------- Net interest income 9,093 4,733 Provision for possible loan losses 298 292 Non-interest income 1,562 1,564 Non-interest expense 6,386 3,387 ---------- -------- Income before income taxes 3,971 2,618 Provision for Federal income taxes 1,339 763 ---------- -------- Net income $ 2,632 $ 1,855 ========== ======== PER SHARE DATA: Net income $ 0.66 $ 0.62 Dividends 0.26 0.25 Book value 19.71 16.89 Tangible book value 16.24 16.86 BALANCE SHEET DATA: Total assets $1,068,688 $481,490 Loans 723,667 277,715 Allowance for possible loan losses 6,691 3,406 Securities 294,658 178,195 Deposits 733,198 356,236 Borrowings 249,973 71,531 Shareholders' equity 78,428 50,205 PERFORMANCE RATIOS (3): Return on average assets 0.99% 1.52% Return on average equity 13.56 14.93 Net interest margin 3.65 4.28 Interest rate spread 3.21 3.97 Non-interest income to average assets 0.59 1.30 Non-interest expense to average assets 2.26 2.83 Efficiency ratio (2) 55.34 53.69 ASSET QUALITY RATIOS: Non-performing loans to total loans 0.41% 0.48% Non-performing assets to total assets 0.32 0.28 Allowance for possible loan losses to total loans 0.92 1.23 Allowance for possible loan losses to non-performing loans 227.4 254.4 Net charge-offs to average loans (3) 0.12 0.28 CAPITAL RATIOS: Shareholders' equity to total assets 7.34% 10.43% Tier 1 capital to total assets 6.16% 10.41 Tier 1 capital to risk-weighted assets 11.27% 16.96
(1) The Company's acquisition of County in August 1996 significantly affects the comparability of the Company's results of operations for prior periods. (2) The efficiency ratio is equal to non-interest expense (excluding amortization expense) divided by net interest income on a fully tax equivalent basis plus non-interest income excluding gains on sales of securities. (3) Ratios are stated on an annualized basis. 10 11 OVERVIEW The reported results of the Company primarily reflect the operations of the Company's bank and thrift subsidiaries. The Company's results of operations are dependent on a variety of factors, including the general interest rate environment, competitive conditions in the industry, governmental policies and regulations and conditions in the markets for financial assets. Like most financial institutions, the primary contributor to the Company's income is net interest income, which is defined as the difference between the interest the Company earns on interest-earning assets, such as loans and securities, and the interest the Company pays on interest-bearing liabilities, such as deposits and borrowings. The Company's operations are also affected by non-interest income, such as checking account and trust fees and gains from sales of loans. The Company's principal operating expenses, aside from interest expense, consist of salaries and employee benefits, occupancy costs, federal deposit insurance assessments, and other general and administrative expenses. ACQUISITIONS On August 14, 1996, the Company acquired County in a transaction accounted for under the purchase method of accounting for business combinations. Accordingly, the Company's consolidated financial statements include the operating results of County from the date of acquisition. At the time of acquisition, County had approximately $554 million in total assets, $411 million in loans and $365 million in total deposits. The Company also reported goodwill and other intangible assets of $14.5 million as a result of the application of purchase accounting. Funding for the acquisition was provided by proceeds from the issuance of 1 million shares of common stock, $15 million of bank borrowings and approximately $7 million of available cash. AVERAGE BALANCES AND YIELDS The following table presents, for each of the periods indicated, the total dollar amount of interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and percentage rates, and the net interest margin. Net interest margin is calculated on a fully tax equivalent basis ("FTE"), and refers to net interest income divided by total interest-earning assets and is influenced by the level and relative mix of interest-earning assets and interest-bearing liabilities. FTE income includes tax exempt income, restated to a pre-tax equivalent, based on the statutory federal income tax rate. All average balances are daily average balances. Non-accruing loans are included in average loan balances. 11 12
Three Months Ended March 31, .................1997................ ..................1996................ (Dollars in thousands) Average Income / Yield / Average Income / Yield / Balance Expense Rate (1) Balance Expense Rate (1) ------- ------- -------- ------- ------- -------- Securities: Taxable $ 276,194 $ 4,766 7.00% $ 149,413 $ 2,537 6.81% Tax-exempt 25,286 502 8.05 27,572 487 7.08 ---------- ---------- ---------- ---------- Total securities 301,480 5,268 7.09 176,985 3,024 6.85 Loans (2): Commercial 308,432 7,269 9.56 114,108 2,776 9.76 Real estate 340,769 6,522 7.76 109,023 2,163 7.96 Consumer 76,300 1,743 9.26 53,451 1,276 9.58 ---------- ---------- ---------- ---------- Total loans 725,501 15,534 8.68 276,582 6,215 9.01 Federal funds sold 3,598 41 4.62 6,918 88 5.10 ---------- ---------- ---------- ---------- Total earning assets (3) 1,030,579 20,843 8.20% 460,485 9,327 8.15% ---------- ---- ---------- ---- Non-interest earning assets 44,243 20,400 ---------- ---------- Total assets $1,074,822 $ 480,885 ========== ========== Interest-bearing deposits: Demand and savings deposits $ 204,400 $ 1,333 2.64% $ 155,712 $ 1,090 2.81% Time deposits 482,783 6,601 5.55 163,054 2,288 5.63 ---------- ---------- ---------- ---------- Total deposits 687,183 7,934 4.68 318,766 3,378 4.25 Borrowings 251,108 3,625 5.85 69,279 1,030 5.96 ---------- ---------- ---------- ---------- Total interest-bearing liabilities 938,291 11,559 5.00 388,045 4,408 4.56 ---------- ---- ---------- ---- Non interest-bearing deposits 47,383 38,041 ---------- ---------- Subtotal 985,674 426,086 Accrued expenses and other liabilities 10,427 4,949 ---------- ---------- Total liabilities 996,101 431,035 Shareholders' equity 78,721 49,850 ---------- -------- Total liabilities and shareholders' equity 1,074,822 $480.885 ========== ======== Net interest income and interest rate spread (4) $ 9,284 3.21% $ 4,919 3.59% ========== ==== ========== ==== Net interest margin (5) 3.65% 4.28% ==== ==== Average interest-earning assets to average interest-bearing liabilities 109.8% 118.7%
(1) Calculated on an annualized basis. (2) Non-accrual loans are included in the average loan balances. (3) Interest income is computed on a fully tax equivalent (FTE) basis, using a tax rate of 34%. (4) Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. (5) The net interest margin represents net interest income as a percentage of average interest-earning assets. 12 13 RATE AND VOLUME VARIANCES Net interest income may also be analyzed by segregating the volume and rate components of interest income and interest expense. The following table discloses the dollar changes in the Company's net interest income attributable to changes in levels of interest-earning assets or interest-bearing liabilities (volume), changes in average yields on interest-earning assets and average rates on interest-bearing liabilities (rate) and the combined volume and rate effects (total). For the purposes of this table, the change in interest due to both rate and volume has been allocated to volume and rate change in proportion to the relationship of the dollar amounts of the change in each. In general, this table provides an analysis of the effect on income of balance sheet changes which occurred during the periods and the changes in interest rate levels.
THREE MONTHS ENDED MARCH 31, 1997 VS. 1996 (IN THOUSANDS) INCREASE (DECREASE) ------------------- VOLUME RATE TOTAL -------- -------- -------- Interest-earning assets: Securities: Taxable $ 2,115 $ 114 $ 2,229 Non-taxable (42) 57 15 -------- -------- -------- Total securities 2,073 171 2,244 -------- -------- -------- Loans: Commercial 4,666 (173) 4,493 Real estate 4,543 (184) 4,359 Consumer 531 (64) 467 -------- -------- -------- Total loans 9,740 (421) 9,319 -------- -------- -------- Federal funds sold (43) (4) (47) -------- -------- -------- Total interest-earning assets (1) 11,770 (254) 11,516 -------- -------- -------- Interest-bearing liabilities: Deposits: Demand and savings deposits 331 (88) 243 Time deposits 4,431 (118) 4,313 -------- -------- -------- Total interest-bearing deposits 4,762 (206) 4,556 Borrowings 2,673 (78) 2,595 -------- -------- -------- Total interest-bearing liabilities 7,435 (284) 7,151 -------- -------- -------- Net interest income $ 4,335 $ 30 $ 4,365 ======== ======== ========
(1) Computed on a fully tax-equivalent basis, assuming a tax rate of 34%. COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 Net Income. Net income for the three months ended March 31, 1997 increased 41.9% to $2.6 million, compared to net income of $1.9 million for the three months ended March 31, 1996. Earnings per share in the first quarter of 1997 equaled $0.66, compared to $0.62 for the same period in 1996. Net interest income increased 92.1% in the three months ended March 31, 1997, as compared to the same period in 1996 while the provision for possible loan losses and non-interest expense increased 2.1% and 88.5%, respectively. Non-interest income was basically unchanged from the comparative period. The Company's net interest margin decreased to 3.65% for the first quarter of 1997, compared to 4.28% for the same period in 1996, reflecting the lower net interest margin on County's interest-earning assets. Increases in non-interest income resulting 13 14 from the inclusion of County's operating results and higher levels of fee income were offset by lower gains on sales of the guaranteed portion of SBA loans and lower net servicing fee income associated with such loans due to increased amortization of capitalized servicing fee assets. Non-interest expense increased due to the inclusion of County's operating expenses, amortization of intangibles resulting from the County acquisition and higher costs associated with the expansion of trust and other operating activities. The Company's return on average assets and return on average equity were .99% and 13.56%, respectively, in the first quarter of 1997, compared to 1.52% and 14.93%, respectively, in the first quarter of 1996. Interest Income. Total interest income increased 125.9% to $20.7 million for the three months ended March 31, 1997, compared to $9.1 million for the first quarter of 1996. This increase resulted from a $570.1 million, or 123.8%, increase in average interest-earning assets between the two periods. The average balance of loans increased $448.9 million, or 162.3%. These increases resulted primarily from the acquisition of County which contributed $544.4 million of the increase in average earning assets and $427.9 million of the increase in average loans. The increase in average assets of $25.7 million from internal growth was consistent with the Company's growth strategies to maximize returns on shareholders' equity. The weighted average yield on interest-earning assets increased slightly to 8.20% during the three months ended March 31, 1997, compared to 8.15% during the same three month period in 1996. The Company's yield on average loans decreased from 9.01% during the three months ended March 31, 1996 to 8.68% during the three months ended March 31, 1997. This resulted primarily from a slightly lower yield on County's loan portfolio due to a higher portion of such loans consisting of lower yielding residential mortgage loans. The impact of this decrease in yield was partially offset by additional accretion of discounts on SBA loans totaling $155,000 resulting from prepayments. Yields on the investment portfolio increased from 6.85% during the first quarter of 1996 to 7.09% during the first quarter of 1997 primarily as a result of increased yields on adjustable rate securities and purchases of higher yielding mortgage-backed securities during the fourth quarter of 1996 and first quarter of 1997. Interest Expense. Total interest expense increased 162.2% to $11.6 million for the three months ended March 31, 1997, compared to $4.4 million for the three months ended March 31, 1996. Interest expense increased due to a higher average balance of interest-bearing liabilities outstanding and due to a higher cost of funds during the first quarter of 1997, as compared to the same period in 1996. The average balance of interest-bearing deposit accounts increased $368.4 million, or 115.6%, from the first quarter in 1996 to the first quarter in 1997. Average interest-bearing liabilities increased 141.8%, from $388.0 million to $938.3 million. These increases also primarily resulted from the acquisition of County which contributed $520.2 million (including $15.0 million of acquisition related debt) to the increase in average interest-bearing liabilities and $354.0 million to the increase in total interest-bearing deposits. The Company's cost of funds increased to 5.00% in the three months ended March 31, 1997 compared to 4.56% in the same period of 1996, primarily due to a higher cost of funds associated with County's interest-bearing liabilities. The cost of funds was also affected by the continued shift by customers into higher yielding certificates of deposit and higher borrowing levels relative to total interest-bearing liabilities. Provision for Possible Loan Losses. The provision for possible loan losses was $298,000 for the three months ended March 31, 1997, compared to $292,000 in the first quarter of 1996. Total non-performing loans increased 119.8% to $2.9 million at March 31, 1997, from $1.3 million at March 31, 1996, with County adding $1.3 million to the 1997 total. The allowance for possible loan losses at March 31, 1997 was $6.7 million, or .92% of total loans and 227.4% of non-performing loans compared to $3.4 million, or 1.23% of total loans and 254.4% of non-performing loans at March 31, 1996. Management's estimate of the adequacy of its allowance for possible loan losses is based upon its continuing review of prevailing national and local economic conditions, changes in the size and composition of the portfolio and individual problem credits. Growth of the loan portfolio, loss experience, economic conditions, delinquency levels, credit mix and selected credits are factors that affect judgments concerning the adequacy of the allowance. Non-Interest Income. Total non-interest income was $1.6 million for the three months ended March 31,1997 and 1996. Fee and other income contributed by County to the 1997 results totaled $250,000. This increase was offset by a $161,000 decrease in gains on sales of SBA loans. During the first quarter of 1997, the Company sold approximately $3.1 million of the guaranteed portion of its SBA loan originations in the secondary market compared to $5.2 million in the first quarter of 1996, realizing gains of $320,000 in 1997, compared to gains of $596,000 in 1996. In addition, the Company sold $3.2 million of the guaranteed portion of a commercial real estate loan originated under the Farmers B&I program, realizing a gain of $115,000 14 15 in the first quarter of 1997. Also, in the first quarter of 1997, servicing fee income associated with SBA loans was reduced $274,000 for additional amortization of capitalized servicing assets due to prepayments of the underlying loans (see also Interest Income above regarding additional acretion of related discounts). At March 31, 1997, unamortized capitalized servicing assets related to SBA loans totaled $2.0 million while discounts associated with the retained portion of SBA loans totaled $1.4 million. While management cannot predict, with certainty, the timing of future prepayments, further prepayments of SBA loans are considered less likely as a result of recent increases in interest rates. Customer service fees, representing service charges on deposits and fees from other banking services, increased 12.7% in the first quarter of 1997, to $463,000, from $411,000 in the first quarter of 1996. This increase resulted from fee income contributed by County to the 1997 results as well as from higher fee structures. Trust income increased 12.5% to $422,000 in the first quarter of 1997, from $375,000 in the first quarter of 1996. Growth in trust and custodian fees resulted primarily from the expansion of the customer base and higher asset values. The $16,000 decrease in other income to $164,000 in the first quarter of 1997 compared to $180,000 in the first quarter of 1996 resulted from the additional amortization of servicing fee assets more than offsetting other fee income added by County, as previously discussed. The following table sets forth the Company's non-interest income for the periods indicated:
THREE MONTHS ENDED MARCH 31, --------- 1997 1996 ---- ---- (IN THOUSANDS) Trust and custodian fees $ 422 $ 375 Customer service fees 463 411 Investment securities gains 22 2 Gains on sales of loans 491 596 Other 164 180 ------ ------ Total $1,562 $1,564 ====== ======
Non-Interest Expense. Total non-interest expense increased $3.0 million to $6.4 million in the three months ended March 31, 1997, compared to $3.4 million in the three months ended March 31, 1996. Excluding expenses of $2.6 million that were added by or resulted from the acquisition of County, non-interest expenses increased $373,000, or 11.0%, during the first quarter of 1997 compared to the same period in 1996. This increase generally resulted from expansion of the Company's operating activities over the past year. The following table sets forth the Company's non-interest expense for the periods indicated:
THREE MONTHS ENDED MARCH 31, 1997 1996 ---- ---- (IN THOUSANDS) Salaries and employee benefits $3,523 $1,887 Net occupancy expense 531 205 Furniture, fixtures and equipment 173 103 Data processing 262 152 Taxes other than income taxes 271 144 Federal deposit insurance 64 18 Amortization of goodwill and other intangibles 396 7 Other 1,166 871 ------ ------ Total $6,386 $3,387 ====== ======
Salaries and employee benefits accounted for approximately 55.2% of total non-interest expense in the three months 15 16 ended March 31, 1997 compared to 55.7% in the first quarter of 1996. The average full time equivalent staff was 358 in 1997 compared to 214 in 1996. Excluding salary and employee benefits expense of $1.4 million added by County, such expenses increased $268,000, or 14.2% as a result of market expansion and new product offerings during 1996. Net occupancy expense increased 159.0% to $531,000 in the first quarter of 1997 from $205,000 in the first quarter of 1996. This increase resulted from $300,000 of expenses added by County with the remainder attributed primarily to the expansion of the Company's small business lending centers and opening of a supermarket branch in July 1996. Furniture, fixtures and equipment expense increased $70,000, or 70.0% for the first quarter of 1997. In addition to $54,000 of expenses added by County, the increase in furniture and equipment expense was due principally to higher depreciation costs. Data processing expense increased $110,000, or 72.4%, for the first quarter of 1997. In addition to $76,000 of expenses added by County, higher costs in 1997 resulted from the expansion of technology throughout the Company during 1996 to enhance customer service, increase efficiencies and improve information management systems. Taxes other than income taxes increased $127,000, or 88.2%, for the first quarter of 1997 compared to the first quarter of 1996. This increase resulted from $107,000 of expenses added by County as well as from higher equity levels of the Company's subsidiaries. Federal deposit insurance expense increased $46,000 to $64,000 in 1997 from $18,000 in the first quarter of 1996 primarily as a result of $43,000 of expense added by County. Amortization of goodwill and other intangible assets resulting from the application of purchase accounting in connection with the County acquisition totaled $389,000 during the first quarter of 1997 with no comparable amount in the first quarter of 1996. Excluding $289,000 of expenses added by County, other non-interest expenses were $877,000 during the first quarter of 1997 compared to $871,000 in the first quarter of 1996. The efficiency ratio is one method used in the banking industry to assess profitability. It is defined as non-interest expense less amortization expense divided by the net revenue stream, which is the sum of net interest income on a tax-equivalent basis and non-interest income excluding net investment securities gains or losses. The Company's efficiency ratio was 55.3% for the first quarter of 1997, compared to 53.7% for the comparable period in 1996. Controlling costs and improving productivity, as measured by the efficiency ratio, is considered by management a primary factor in enhancing performance. As expected, operating expense levels have increased in 1997 as a result of the Company's expansion into new markets, increased growth and volume of activities, and overall inflation. Provision for Income Taxes. The Company's provision for Federal income taxes was $1.3 million, or 33.7% of pretax income, for the three months ended March 31, 1997 compared to $763,000, or 29.1% of pretax income, for the three months ended March 31, 1996. The effective tax rate for each period differed from the federal statutory rate principally as a result of tax-exempt income from obligations of states and political subdivisions and non-taxable loans and the non-deductibility, for tax purposes, of goodwill and core deposit intangible amortization expense. ASSET QUALITY Non-performing Assets. To maintain the level of credit risk of the loan portfolio at an appropriate level, management sets underwriting standards and internal lending limits and provides for proper diversification of the portfolio by placing constraints on the concentration of credits within the portfolio. In monitoring the level of credit risk within the loan portfolio, management utilizes a formal loan review process to monitor, review, and consider relevant factors in evaluating specific credits in determining the adequacy of the allowance for possible loan losses. The Company's banking and thrift subsidiaries formally document their evaluation of the adequacy of the allowance for possible loan losses on a quarterly basis and the evaluations are reviewed and discussed with the respective boards of directors. 16 17 Failure to receive principal and interest payments when due on any loan results in efforts to restore such loan to current status. Loans are classified as non-accrual when, in the opinion of management, full collection of principal and accrued interest is in doubt. Continued unsuccessful collection efforts generally lead to initiation of foreclosure or other legal proceedings. Property acquired by the Company as a result of foreclosure or by deed in lieu of foreclosure is classified as "other real estate owned" until such time as it is sold or otherwise disposed of. The Company owned $523,000 of such property at March 31, 1997 and $539,000 at December 31, 1996. No such property was owned at March 31, 1996. Non-performing loans totaled $2.9 million, or 0.41% of total loans, at March 31, 1997, compared to $1.3 million, or 0.48% of total loans, at March 31, 1996. The increase in non-performing loans of $1.6 million from March 31, 1996 was primarily attributed to County's non-performing loans of $1.3 million. Non-performing assets totaled $3.5 million, or 0.32% of total assets at March 31, 1997, compared to $1.3 million, or .28% of total assets at March 31, 1996. Management of the Company is not aware of any material amounts of loans outstanding, not disclosed in the table below, for which there is significant uncertainty as to the ability of the borrower to comply with present payment terms. The following is an analysis of the composition of non-performing assets:
MARCH 31, 1997 1996 ------ ------ (DOLLARS IN THOUSANDS) Non-accrual loans $1,682 $ 846 Accruing loans 90 days or more past due 1,261 493 ------ ------ Total non-performing loans 2,943 1,339 Other real estate owned 523 -- ------ ------ Total non-performing assets $3,466 $1,339 ====== ====== Non-performing loans to total loans 0.41% 0.48% Non-performing assets to total assets 0.32% 0.28%
Non-performing loans considered to be impaired under Statement of Financial Accounting Standards No. 114 at March 31, 1997 and the related effects on earnings during the periods presented were not material. Allowance for Possible Loan Losses. The Company records a provision necessary to maintain the allowance for possible loan losses at a level sufficient to provide for potential future credit losses. The provision is charged against earnings when it is established. An allowance for possible loan losses is established based on management's best judgment, which involves a continuing review of prevailing national and local economic conditions, changes in the size and composition of the portfolio and review of individual problem credits. Growth of the loan portfolio, loss experience, economic conditions, delinquency levels, credit mix, and selected credits are factors that affect judgments concerning the adequacy of the allowance. Actual losses on loans are charged against the allowance. 17 18 The following table summarizes the Company's loan loss experience, and provides a breakdown of the allowance for possible loan losses at the dates indicated.
THREE MONTHS ENDED MARCH 31, 1997 1996 --------- --------- (DOLLARS IN THOUSANDS) Balance at beginning of period $ 6,599 $ 3,307 Provision charged to expense 298 292 Loans charged-off (331) (255) Recoveries of loans previously charged-off 125 62 --------- --------- Balance at end of period $ 6,691 $ 3,406 ========= ========= Loans outstanding at end of period $ 723,667 $ 277,715 Average loans outstanding $ 725,501 $ 276,582 Allowance as a percent of loans outstanding 0.92% 1.23% Net charge-offs to average loans (annualized) 0.12% 0.28% Allowance for possible loan losses to nonperforming loans 227.4% 254.4%
The allowance for possible loan losses totaled $6.7 million at March 31, 1997, representing .92% of total loans, compared to $3.4 million at March 31, 1996, or 1.23% of total loans. County's allowance for possible loan losses represented $2.9 million of the $3.3 million increase in such allowances at March 31, 1997 from March 31, 1996. Charge-offs represent the amount of loans actually removed as earning assets from the balance sheet due to uncollectibility. Amounts recovered on previously charged-off assets are netted against charge-offs, resulting in net charge-offs for the period. Net loan charge-offs for the three months ended March 31, 1997 were $206,000, compared to net charge-offs of $193,000 for the same period in 1996. Charge-offs have been made in accordance with the Company's standard policy and have occurred primarily in the commercial and consumer loan portfolios. The allowance for possible loan losses as a percentage of non-performing loans ("coverage ratio"), was 227.4% at March 31, 1997, compared to 254.4% at March 31, 1996. Although used as a general indicator, the coverage ratio is not a primary factor in the determination of the adequacy of the allowance by management. Total non-performing loans as a percentage of total loans remained a relatively low 0.41% of total loans at March 31, 1997. COMPARISON OF MARCH 31, 1997 AND DECEMBER 31, 1996 FINANCIAL CONDITION Total assets amounted to $1.07 billion at March 31, 1997, compared to $1.06 billion at December 31, 1996, an increase of $11.8 million, or 1.1%. Total investment securities increased by $10.1 million to $294.7 million. The Company's general investment strategy is to manage the portfolio to include rate sensitive assets, matched against interest sensitive liabilities to reduce interest rate risk. In recognition of this strategy, as well as to provide a secondary source of liquidity to accommodate loan demand and possible deposit withdrawals, the Company has chosen to classify the majority of its investment securities as available-for-sale. At March 31, 1997, 84.4% of the total investment portfolio was classified as available-for-sale, while those securities which the Company intends to hold to maturity represented the remaining 15.6%. This compares to 83.6% and 16.4% classified as available-for-sale and held to maturity, respectively, at December 31, 1996. 18 19 Total loans increased $1.8 million to $723.7 million at March 31, 1997. This slight increase reflects the relatively lower level of origination volume that generally occurs during the first quarter. Also, first quarter 1997 origination volume as compared to 1996 was affected by increasing interest rates. Premises and equipment increased slightly from $8.0 million to $8.1 million at March 31, 1997, relating primarily to ATM installations at County's branches. Total deposits increased slightly to $733.2 million at March 31, 1997 from $732.7 million at December 31, 1996. The Company continues to emphasize growth in its existing retail deposit base provided incremental deposit growth is cost effective compared to alternative funding sources. Total interest-bearing deposits accounted for 93.3% of total deposits at March 31, 1997, compared to 92.3% at December 31, 1996. Total borrowings increased $13.4 million to $250.0 million at March 31, 1997, compared to $236.6 million at December 31, 1996. This increase resulted primarily from funding needs associated with increases in the investment portfolio. LIQUIDITY AND CAPITAL RESOURCES The objective of liquidity management is to ensure the availability of funds to accommodate customer loan demand as well as deposit withdrawals while continuously seeking higher yields from longer term lending and investing opportunities. This is accomplished principally by maintaining sufficient cash flows and liquid assets along with consistent stable core deposits and the capacity to maintain immediate access to funds. These immediately accessible funds may include federal funds sold, unpledged marketable securities, reverse repurchase agreements or available lines of credit from the Federal Reserve Bank, FHLB, or other financial institutions. An important factor in the preservation of liquidity is the maintenance of public confidence, as this facilitates the retention and growth of a large, stable supply of core deposits in funds. The Company's principal source of funds to satisfy short-term liquidity needs comes from cash, due from banks, federal funds sold and borrowing capabilities through the FHLB as well as other sources. Changes in the balance of cash and due from banks are due to changes in volumes of federal funds sold, and the float and reserves related to deposit accounts, which may fluctuate significantly on a day-to-day basis. The investment portfolio serves as an additional source of liquidity for the Company. Securities with a market value of $248.7 million were classified as available-for-sale as of March 31, 1997, representing 84.4% of the total investment portfolio. Classification of securities as available-for-sale provides for flexibility in managing net interest margin, interest rate risk, and liquidity. The Company's bank and thrift subsidiaries are members of FHLB. Membership provides an opportunity to control the bank's cost of funds by providing alternative funding sources, to provide flexibility in the management of interest rate risk through the wide range of available funding sources, to manage liquidity via immediate access to such funds, and to provide flexibility through utilization of customized funding products to fund various loan and investment products and strategies. The Company obtained a $15 million term loan with a financial institution in order to partially fund the acquisition of County. Under the terms of the loan agreement, the Company is required to make quarterly interest payments and annual principal payments, based on a ten year amortization, commencing in February 1998. The unpaid loan balance is due in full September 1, 2003. The loan agreement also contains certain financial covenants all of which the Company was in compliance with at March 31, 1997. Shareholders' equity at March 31, 1997 was $78.4 million, compared to prior year-end shareholders' equity of $77.9 million, an increase of $534,000. This increase resulted from the retention of earnings, net of dividends paid of $1.0 million, offset by the change in unrealized gains (loses) on available-for-sale securities from a net gain of $304,000 at December 31, 1996 compared to a net loss of $761,000 at March 31, 1997. This change in the effect on equity was attributable to increases in interest rates during the first quarter of 1997. Under the risk-based capital guidelines, a minimum capital to risk-weighted assets ratio of 8.0% is required, of which, at least 4.0% must consist of Tier 1 capital (equity capital net of goodwill). Additionally, a minimum leverage ratio (Tier 1 capital to total assets) of 3.0% must be maintained. At March 31, 1997, the Company had a total risk-based capital ratio of 11.27%, 19 20 of which 10.23% consisted of Tier 1 capital. The leverage ratio for the Company at March 31, 1997, was 6.16%. Cash dividends declared to shareholders of the Company totaled $1.0 million, or $0.26 per share, during the first three months of 1997. This compares to dividends of $743,000, or $0.25 per share, for the same period in 1996. Cash dividends paid as a percentage of net income amounted to 39.3% and 40.1% for the three months ended March 31, 1997 and 1996, respectively. Considering the Company's capital adequacy, profitability, available liquidity sources and funding sources, the Company's liquidity is considered by management to be adequate to meet current and projected needs. 20 21 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits on Item 601 of Regulation S-K Exhibit 3(a) - Articles of Incorporation, as amended Exhibit 3(b) - Code of Regulations, as amended Exhibit 11: Computation of Per Share Earnings
THREE MONTHS ENDED MARCH 31, --------- 1997 1996 ---------- ---------- Gross Weighted Average Common Shares Outstanding 4,033,919 3,033,919 Weighted Average Treasury Shares Outstanding 52,558 61,625 ---------- ---------- Net Weighted Average Common Shares Outstanding 3,981,361 2,972,294 ========== ========== Net Income $2,632,000 $1,855,000 ========== ========== Net Income Per Common Share $ 0.66 $ 0.62 ========== ==========
(b) Exhibit 27: Financial Data Schedule (c) Reports on Form 8-K - None - 21 22 Pursuant to the requirements 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. BancFirst Ohio Corp. (Registrant) Date May 13, 1997 (Signed) /s/ Gary N. Fields ----------------------- --------------------------------------------- Gary N. Fields President and Chief Executive Officer Date May 13, 1997 (Signed) /s/Kim M. Taylor ----------------------- --------------------------------------------- Kim M. Taylor Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 22 EX-3.A 2 EXHIBIT 3A 1 Exhibit 3(a) ARTICLES OF INCORPORATION ------------------------- FOR --- BANCFIRST CORP. --------------- The undersigned, desiring to form a corporation for profit under Ohio Revised Code Chapter 1701, certify that: ARTICLE 1 1.1 The name of the corporation shall be BancFirst Corp. ARTICLE 2 2.1 The principal office shall be 422 Main Street, Zanesville, Ohio 43701 and at such location as designated by the Board of Directors. ARTICLE 3 3.1 The purpose for which the corporation is formed is to engage in business as a "bank holding company" in accordance with, and to the extent permitted by, the Bank Holding Company Act of 1956 (Pub. Law 511, 84th Cong. 2d Sess., approved May 9th, 1956) as amended, and consistent therewith to engage in any other lawful act or activity for which corporations may be formed under Chapter 1701 of the Ohio Revised Code, to the extent that such act or activity is not then prohibited by the Bank Holding Company Act of 1956, as amended. The corporation may from time to time, pursuant to authorization by the Board of Directors and without action by the shareholders, purchase, redeem or other acquire and hold, retire, reissue or sell shares of the corporation of any class or classes in such manner, upon such terms and in such amounts as the Board of Directors shall determine; subject, however, to such limitation or restriction, if any, as is contained in the express terms of any class of shares of the corporation outstanding at the time of the purchase or acquisition in question. ARTICLE 4 4.1 The maximum number of shares of capital shares which this corporation is authorized to issue or to have outstanding at any time shall be Two Million Five Hundred Thousand (2,500,000) shares all of which shall be common shares. The shares will have par value of $10 per share. The Board of Directors of the corporation is hereby empowered to issue from time to time shares of its capital shares, whether now or hereafter authorized. No holders of any class of shares of the corporation shall have any pre-emptive rights to purchase or to have offered to them for purchase any shares or other securities of the corporation. 2 ARTICLE 5 5.1 The amount of stated capital with which this corporation will begin business shall be Five Hundred Dollars ($500). ARTICLE 6 6.1 The Board of Directors (hereinafter sometimes referred to as the "Board") shall consist of not less than nine nor more than fifteen shareholders, the exact number of such minimum and maximum limits to be fixed and determined from time to time by a vote of the shareholders owning a majority of the stock of the Corporation. The Directors shall be divided into three classes: Class I, Class II and Class III, and each class shall be comprised of an equal number of members of the Board of Directors. The term of office of the initial Class I Directors shall expire at the annual meeting of the shareholders in 1992, the term of office of the initial Class II Directors shall expire at the annual meeting of shareholders in 1991, and the term of office of the initial Class III Directors shall expire at the annual meeting of shareholders in 1990, or thereafter in each case when their respective successors are elected and have qualified. At each annual election held after classification of Directors, the Directors chosen to succeed those whose term then expire shall be identified as being of the same class as the Directors they succeed and shall be elected for a term expiring at the third succeeding annual meeting or thereafter when their respective successors in each case are elected and have qualified. If the number of Directors is changed, any increase or decrease in Directors shall be apportioned among the classes so as to maintain all classes as nearly equal in number as possible, and any additional Director to any class shall hold office for a term which shall coincide with the terms of such class. ARTICLE 7 7.1 Each person who is or was a director, trustee, officer or employee of the corporation shall be indemnified by the corporation to the full extent permitted by the corporation laws of the State of Ohio, now or hereafter in force, against any liability, cost or expense incurred by him in his capacity as a director, trustee, officer or employee, or arising out of his status as a director, trustee, officer or employee. The corporation may, but shall not be obligated to, maintain insurance, at its expense, to protect itself and any such person against any such liability cost or expense, The rights of indemnification provided in this Article 7 shall be in addition to any rights to which any person concerned may otherwise be entitled by the Regulations of the corporation from time to time in effect, by contract or as a matter of law, and shall inure to the benefit of the heirs, executors and administrators of any such person. 2 3 ARTICLE 8 1) A. In addition to any affirmative vote required by law: (i) any merger or consolidation of the corporation or any subsidiary (as hereinafter defined) with (a) any Related Person (as hereinafter defined) or (b) any other corporation (whether or not itself a Related Person) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of a Related Person; or (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Related Person or any Affiliate of any Related Person of any assets of the corporation or any subsidiary having an aggregate Fair Market Value (as hereinafter defined) equal to 10% or more of the consolidated net worth of the corporation; or (iii) the issuance or transfer by the corporation or any subsidiary (in one transaction or a series of transactions) of any securities of the corporation or any subsidiary to any Related Person or any affiliate of any Related Person in "change for cash, securities or other property (or combination thereof) having an aggregate Fair Market Value equal to 10% or more of the consolidated net worth of the corporation; or (iv) the adoption of any plan or proposal for the liquidation or dissolution of the corporation; or (v) any reclassification of securities (including any reverse share split), or recapitalization of the corporation, or any merger or consolidation of the corporation with any of its subsidiaries or any other transaction (whether of not with or into or otherwise involving a Related Person) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of Equity Security (as hereinafter defined) of the corporation or any subsidiary which is directly or indirectly owned by any Related Person or any Affiliate of any Related Person, shall require the affirmative vote of the holders of at least 75% of the voting power of the then outstanding shares of capital shares of the corporation entitled to vote generally in the election of directors. Such affirmative vote shall be required notwithstanding the fact that no vote may be required or that a lesser percentage may be specified, by law or otherwise. B. The term "Business Combination" used in this Article 8 shall mean any transaction which is referred to in any one or more of clauses (i) through (v) of paragraph A of this Section. 3 4 2) Notwithstanding the requirements of the previous Section, no Business Combination between the corporation (or any subsidiary) and a Related Person or any Affiliate of a Related Person may be effected unless all of the following conditions are met: A. The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of any class of Equity Security in such Business Combination shall be at least equal to the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealer's fees) paid by the Related Person for any shares of the same class of Equity Security previously acquired by it, plus interest on such amount compounded annually from the date that the Related Person became a related Person (the "Determination Date") through the date of consummation of the Business Combination (the "Consummation Date") at the rate publicly announced as the "Prime Rate" of interest (announced by such major bank as may be selected by a majority of the Continuing Directors), from time to time in effect, less the aggregate amount of any cash dividends paid and the Fair Market Value of any dividends paid in other than cash on each share from the Determination Date through the Consummation Date, up to, but not exceeding, the amount of interest payable per share. B. The consideration to be received by holders of a particular class of Equity Security shall, except to the extent a shareholder agrees otherwise, be in cash or in the same form as the Related Person has previously paid for shares of such class of Equity Security. If the Related Person has paid for shares of any class of Equity Security with varying forms of consideration, the form of consideration for such class of Equity Security shall be either cash or in the form used to acquire the largest number of shares of such class of Equity Security previously acquired by it. The price determined in accordance with paragraph A of this Section shall be subject to appropriate adjustment in the event of any share dividend, share split, combination of shares or similar event. 3) The provisions of Sections (1) and (2) of this Article 8 shall not apply to a Business Combination if: A. The Continuing Directors of the corporation by a two-thirds vote (i) have expressly approved a memorandum of understanding with the Related Person with respect to the Business Combination prior to the time that the Related Person became a Related Person and the Business Combination is effected on substantially the same terms and conditions as are provided by the memorandum of understanding, or (ii) have otherwise approved the Business Combination (this provision is incapable of satisfaction unless there is at least one Continuing Director); or B. The Business Combination is solely between the corporation and another corporation, one hundred percent of the Voting Shares of which is owned directly or indirectly by the corporation. In the event the Continuing Directors shall approve a Business Combination as set forth in paragraph A above, or the Business Combination is solely between the corporation and 4 5 another corporation described in paragraph B above, such Business Combination shall require only such shareholder vote, if any, as is required by law. 4) For the purpose of this Article 8: A. "Person" shall mean any individual, firm, corporation or other entity. B. "Related Person" shall mean any Person who or which: (i) is the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding Voting Shares; or (ii) is an Affiliate or Associate of the corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding Voting Shares; or (iii) is an assignee of or has otherwise succeeded to any shares of Voting Shares which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Related Person, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933, as amended. Provided, however, that the term "Related Person" shall not include (i) the corporation or any subsidiary, (ii) any one or any group of the Continuing Directors, or (iii) any profit-sharing employee shares ownership or other employee benefit plan of the corporation or any subsidiary of the corporation or any trustee of or other fiduciary with respect to any such plan when acting in that capacity. C. A Person shall be a "beneficial owner" of any Voting Shares: (i) which such Person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or (ii) which such Person or any of its Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding; or (iii) which is beneficially owned, directly or indirectly, by any other Person with which such Person or any of its Affiliates or Associates has any agreement, 5 6 arrangement or understanding for the purposes of acquiring, holding, voting of disposing of any shares of Voting Shares. D. For the purpose of determining whether a Person is a Related Person pursuant to paragraph B of this Section, the number of shares of Voting Shares deemed to be outstanding shall include shares deemed owned through application of paragraph C of this Section, but shall not include any other shares of Voting Shares which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. E. "Affiliate" or "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on January 1, 1988. F. "Subsidiary" means any corporation of which a majority of any class of Equity Security is owned, directly or indirectly, by the corporation; however, that for the purposes of the definition of Related Person set forth in paragraph B of this section, the term "Subsidiary" shall mean only a corporation of which a majority of each class of Equity Security is owned, directly or indirectly, by the corporation. G. "Continuing Director" means any member of the Board of Directors who is unaffiliated with the "Related Person" and was a member of the Board of Directors prior to the time that the Related Person became a Related Person, and any successor of a Continuing Director who is unaffiliated with the Related Person and is recommended to succeed a Continuing Director by two-thirds of the Continuing Directors then on the Board of Directors. H. "Fair Market Value" means: (i) in the case of stock, the highest closing sales price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange - Listed Stock, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on the Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc., Automated Quotations systems or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a two-thirds vote of the Continuing Directors; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by a two-thirds vote of the Continuing Directors. I. In the event of any Business Combination in which the corporation survives, the phrase "consideration other than cash to be received" as used in paragraph A of this Section shall include the shares of any class of Equity Security retained by the holders of such shares. 6 7 J. "Equity Security" shall have the meaning ascribed to such term in Section 3(a)(11) of the Securities Exchange Act of 1934, as in effect on January 1, 1988. K. "Voting Shares' means shares of any Equity Security of a corporation which are entitled to vote in the election of Directors of such corporation. L. The phrase "series of related transactions" shall be deemed to include not only a series of transactions with the same Related Person but also a series of separate transactions with a Related Person or any Affiliate or Associate of such Related Person. 5) The Continuing Directors shall, by two-thirds vote, have the power and duty to determine for the purposes of this Article 8 on the basis of information known to them after reasonable inquiry, (A) whether a person is a Related Person, (B) the number of shares of Voting Shares beneficially owned by any Person, (C) whether a Person is an Affiliate or Associate of another, (D) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the corporation or any subsidiary in any Business Combination has, an aggregate Fair Market Value equal to 10% or more of the consolidated net worth of the corporation. The Continuing Directors shall, by two-thirds vote, have the further power to interpret all other terms and provisions of this Article 8. 6) Nothing contained in this Article 8 shall be construed to relieve any Related Person from any fiduciary obligation imposed by law. ARTICLE 9 Notwithstanding any statutory provision now or hereafter in force requiring for any purpose the vote, consent, waiver or release of the holders of shares entitling them to exercise two-thirds, or any other proportion, of the voting power of the corporation of any class or classes of shares thereof, such action, unless otherwise expressly required by statute or by these Articles, may be taken by the vote, consent, waiver or release of the holders of shares entitling them to exercise a majority of the voting power of the corporation or of such class or classes. Each of Articles 7, 8 and 9 of these Articles of Incorporation may be amended at any regular or special meeting of the shareholders only by the affirmative vote of the holders of at least 75% of the voting power of the outstanding shares of this corporation. ARTICLE 10 Any and every statute of the State of Ohio hereafter enacted, whereby the rights, powers or privileges of corporations or of the shareholders of corporations organized under the laws of the State of Ohio are increased or diminished or in any way affected, or whereby effect is given to the action taken by any number, less than all, of the shareholders of any such corporation, shall apply to the corporation and shall be binding not only upon the corporation, but upon every shareholder of the corporation to the same extent as if such statute had been in force at the date of 7 8 filing these Articles of Incorporation of the corporation in the office of the Secretary of State of Ohio. The right to alter, amend, change or repeat any clause or provision of these Articles of Incorporation, in the manner now or hereafter prescribed by law, is hereby reserved to the corporation; and all rights conferred on officers, Directors and shareholders herein are granted subject to such reservation. IN WITNESS WHEREOF, we have hereunto set our hands this 13th day of March, 1990. /s/ William R. Hoag ------------------------------- William R. Hoag /s/ William Randles ------------------------------- William Randles /s/ J.W. Straker ------------------------------- J.W. Straker /s/ Milman H. Linn, III ------------------------------- Milman H. Linn, III /s/ Robert Forker ------------------------------- Robert Forker 8 9 ORIGINAL APPOINTMENT OF AGENT The undersigned, being at least a majority of the incorporators of BancFirst Corp., hereby appoint William R. Hoag, a natural person who is a resident in the state in which BancFirst Corp. has its principal office upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served. His complete address is: 422 Main Street Post Office Box 2663 Zanesville, Ohio 43702-2668 Muskingum County, Ohio /s/ Richard Johnson --------------------------------- Richard Johnson /s/ William Randles --------------------------------- William Randles /s/ J.W. Straker --------------------------------- J.W. Straker /s/ Milman H. Linn, III --------------------------------- Milman H. Linn, III /s/ Robert Forker --------------------------------- Robert Forker 10 ACCEPTANCE Of AGENT BancFirst Corp. Gentlemen: I hereby accept appointment as agent of your corporation upon whom process, tax notices or demands may be served, /s/ William R. Hoag ------------------------------ William R. Hoag 11 CERTIFICATE OF ADOPTION OF AMENDED ARTICLES OF INCORPORATION OF BANCFIRST CORP. Gordon C. Wagner, President and James H. Nicholson, Secretary, of the above named Ohio corporation for profit with its principal location in Zanesville, Muskingum County, Ohio, do hereby certify that at a meeting of the Shareholders of the corporation held on April 21, 1992, in accordance with Section 1701.54 of the Ohio Revised Code. They hereby certify that in a writing passed by a majority vote of the shareholders of the Corporation, the attached Amendment to the Articles of Incorporation of the corporation were adopted. Results of Voting to Amend Articles of Incorporation to change the corporation name to BancFirst Ohio Corp. Shares For 1,021,824 Shares Against 1,459 Shares Abstaining 19,433
Results of Voting to Amend Articles of Incorporation to modify the indemnification provisions. Shares For 973,034 Shares Against 25,661 Shares Abstaining 44,021
IN WITNESS WHEREOF, the above named officers, acting for and on behalf of the corporation, have hereto subscribed their names this 12th day of May, 1992. BANCFIRST CORP. By: /s/ Gordon C. Wagner --------------------------- Gordon C. Wagner, President ATTESTED TO: /s/ James H. Nicholson - ----------------------------- James H. Nicholson, Secretary 12 AMENDMENTS TO THE ARTICLES OF INCORPORATION FOR BANCFIRST CORP. EFFECTIVE APRIL 21, 1992 ------------------------ ARTICLE 1, Section 1.1 shall be replaced in its entirety with the following: 1.1 The name of the corporation shall be BancFirst Ohio Corp. ARTICLE 7, Section 7.1 shall be replaced in its entirety with the following: SEVENTH. Indemnification. (1) Actions by third parties. The Company shall indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Company, by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, trustee, officer, employee, or agent of another corporation (including a subsidiary of this Company), domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, against all expenses, liability, and loss including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. (2) Actions by or in the right of the Company. The Company shall indemnify any person who was or is a party, or is a party, or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a director, or officer of the company, or is or was serving at the request of the Company as a director, trustee, officer, employee, or agent of another corporation (including a subsidiary of this Company), domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of 13 any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless, and only to the extent that the court of common pleas, or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper. (3) Indemnification upon successful defense of proceeding. To the extent that a current or former director, trustee or officer, has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections (1) and (2) of this article, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him in connection therewith. (4) Predicates for indemnification in other cases. Any indemnification under section (1) and (2) of this article, unless ordered by a court, shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the current or former director, trustee or officer, is proper in the circumstances because he has met the applicable standard of conduct set forth in sections (1) and (2) of this article. Such determination shall be made (a) by a majority vote of a quorum consisting of directors of the Company who were not and are not parties to or threatened with any such action, suit, or proceeding, or (b) if such a quorum is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified within the past five years, or (c) by the shareholders, or (d) by the court of common pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested directors under section (4)(a) or by independent legal counsel under section (4)(b) of this article shall be promptly communicated to the person who threatened or brought the action of suit by or in the right of the Company under section (2) of this article, and within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination. (5) Advancement of expenses. Expenses, including attorneys' fees, incurred in defending any action, suit, or proceeding referred to in section (1) and (2) of this article, shall be paid by the Company in advance of the final disposition of such action, suit, or proceeding. (6) Right of claimant to bring suit. If a claim under paragraph 1, 2, or 3 is not paid in full by the Company within thirty days after a written claim therefor has been received by the Company, the claimant may any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. Except in the case 2 14 of claims made under paragraph (3) of this article, it shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending action, suit or any proceeding in advance of its final disposition where the required undertaking has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the applicable law for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its board of directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, nor an actual determination by the Company (including its board of directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. (7) Contractual rights. The right to be indemnified or to the reimbursement or advancement of expenses pursuant thereto (i) is a contract right based upon good and valuable consideration, pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Company and the director, or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with the respect to events occurring prior thereto. (8) Requested service. Any director or officer of the Company serving, in any capacity, (i) another company of which a majority of the shares entitled to vote in the election of its directors is held by the Company, or (ii) any employee benefit plan of the Company or of any company referred to in clause (i), or (iii) any not-for-profit organization designated for such service by a person who is an "executive officer" of the Company's principal banking subsidiary, within the meaning of Regulation O, 12 C.F.R. Section 215, or (iv) any trust officer who serves as a director of a corporation a significant portion of whose stock is owned in trust by the Company, shall be deemed to be doing so at the request of the Company. (9) Non-exclusivity of rights. The rights conferred on any person by paragraphs (1), (2), and (3) shall not be exclusive of and are in addition to any other right which such person may have or may hereafter acquire under any statute, provision of the Articles of Incorporation, Code of Regulations or bylaws, agreement, vote of shareholders or disinterested directors or otherwise. (10) Insurance and other security for benefits. The Company may purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit or self-insurance, at its expense, to protect itself and any director or officer 3 15 of the company or another corporation, partnership, joint venture, trust or other enterprise against expenses, liabilities or losses, whether or not the Company would have the power to indemnify such person against such expense, liability of loss under the Ohio general corporation law. (11) Interpretation. As used in this article, references to "the Company" include all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director or officer of such a constituent corporation, or is or was serving at the request of such constituent corporation as a director, trustee or officer of another corporation (including a subsidiary of this Company), domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise shall stand in the same position under this article with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity. (12) Prohibition of indemnification in certain cases. Notwithstanding the foregoing, the Company shall not indemnify any officer, director, or employee of the Company against expenses, penalties, or other payments incurred in an administrative proceeding or action instituted by an appropriate bank regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the Company or in any other case where indemnification is prohibited by federal statute. All other sections of the Articles of Incorporation shall remain in effect as originally adopted. 4 16 CERTIFICATE OF ADOPTION OF AMENDED ARTICLES OF INCORPORATION OF BANCFIRST OHIO CORP. Gordon C. Wagner, President, and James H. Nicholson, Secretary and Treasurer, of the above named Ohio corporation for profit with its principal location in Zanesville, Muskingum County, Ohio, do hereby certify that at a meeting of the Shareholders of the Corporation held on April 19, 1994, in accordance with Section 1701.54 of the Ohio Revised Code, they hereby certify that in a writing passed by a majority vote of the Shareholders of the Corporation, the attached Amendment to the Articles of Incorporation of the Corporation were adopted. Results of Voting to Amend Articles of Incorporation to increase the authorized number of common shares, $10.00 par value per share, of the Company from 2,500,000 shares to 7,500,000 shares. Shares For 953,752 Shares Against 169,839 Shares Abstaining 29,219
IN WITNESS WHEREOF, the above named officers, acting for and on behalf of the Corporation, have hereto subscribed their names this 20th day of April, 1994. BANCFIRST OHIO CORP. By: /s/ Gordon C. Wagner --------------------------- Gordon C. Wagner, President ATTESTED TO: /s/ James H. Nicholson - ----------------------- James H. Nicholson Secretary and Treasurer 17 AMENDMENTS TO THE ARTICLES OF INCORPORATION FOR BANCFIRST OHIO CORP. The first sentence of ARTICLE 4 shall be replaced in its entirety with the following: ARTICLE 4. The total number of shares which the Company shall have authority to issue is 7,500,000 shares, all of which shall be common shares, par value $10.00 per share. All other sections of the Articles of Incorporation shall remain in effect as originally adopted. 18 CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF BANCFIRST OHIO CORP. Gary N. Fields, who is President and James H. Nicholson, who is Secretary of BancFirst Ohio Corp., an Ohio corporation for profit with its principal location in Zanesville, Muskingum County, Ohio, do hereby certify that at a Meeting of the Shareholders of the corporation held on April 17, 1997, the following resolution to adopt an amendment to the Articles of Incorporation of the corporation was adopted: "RESOLVED, that the Articles of Incorporation of BancFirst Ohio Corp. be amended to read as follows: The first sentence of ARTICLE 6 shall be replaced in its entirety with the following: 6.1 The Board of Directors (hereinafter sometimes referred to as the "Board") shall consist of not less than SEVEN nor more than fifteen shareholders, the exact number of such minimum and maximum limits to be fixed and determined from time to time by a vote of the shareholders owning a majority of the stock of the Corporation. The first two sentences of ARTICLE 4 shall be replaced in its entirety with the following: 4.1 The maximum number of shares of capital shares which this corporation is authorized to issue or to have outstanding at any time shall be TWENTY MILLION (20,000,000) SHARES all of which shall be common shares. The shares will have NO PAR VALUE." IN WITNESS WHEREOF, the above named officers, acting for and on behalf of the corporation, have hereto subscribed their name this 30th day of April, 1997. BANCFIRST OHIO CORP. By: /s/ Gary N. Field ------------------------------------- Gary N. Fields, President By: /s/ James N. Nicholson ------------------------------------- James H. Nicholson, Secretary EX-3.B 3 EXHIBIT 3B 1 Exhibit 3(b) Amended: April 21, 1992 April 20, 1993 April 17, 1997 BANCFIRST OHIO CORP. CODE OF REGULATIONS ------------------- ARTICLE 1 Title and Offices (Corporation name amended April 21, 1992) Section 1.1. TITLE. The title of this corporation shall be BancFirst Ohio Corp. (hereinafter sometimes referred to as the "Corporation"). Section 1.2. PRINCIPAL OFFICES. The principal office shall be 422 Main Street, Zanesville, Ohio 43701 and at such location as designated by the Board of Directors. Section 1.3. OTHER OFFICES. The Corporation shall also have offices at such other places without, as well as within, the State of Ohio as the Board of Directors may determine. Section 1.4. CHANGE IN LOCATION. The Board of Directors shall have the power to change the location of the principal office of this Corporation to any other place within or outside the State of Ohio without the approval of the shareholders of this Corporation and shall have the power to change the location of any branch or branches of this Corporation to any other location without the approval of the shareholders of this Corporation. ARTICLE 2 Meetings of Shareholders (Section 2.4 amended in its entirety April 20, 1993) Section 2.1. ANNUAL MEETING. The annual meeting of shareholders for the election of Directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office or such other places as the Board of Directors may designate, on the day of each year specified therefore by the Board of Directors, but if no election is held on that day, it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors. Section 2.2. SPECIAL MEETINGS. Special meetings of the shareholders may be called at any time by the Chairman of the Board of Directors, President of the Corporation or a majority of the Board of Directors acting with or without a meeting, or by any three or more shareholders owning, in the aggregate, not less than twenty-five percent of the stock of the Corporation. 2 Section 2.3 NOTICE OF MEETINGS. Unless otherwise provided by the laws of the United States, a notice of the time, place and purpose of every annual and special meeting of the shareholders shall be given by first class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each shareholder of record at his address as shown upon the books of this Corporation. Section 2.4 QUORUM. At any meeting of the shareholders, the holders of 33-1/3% of the shares of stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time. At any meeting at which a quorum is present, all questions and business which shall come before the meeting shall be determined by the vote of the holders of a majority of such voting shares as are represented in person or by proxy, except when a greater proportion is required by law, the Articles of Incorporation or this Code of Regulations. Section 2.5. PROXIES. Any shareholder of record shall be entitled to be represented at such meetings by proxy or proxies appointed by a written, signed authorization by such shareholder. No appointment of a proxy shall be valid longer than eleven (11) months after it is made, unless the writing specifies the date on which it is to expire or the length of time it is to continue in force. The presence of a shareholder at a meeting shall not revoke the appointment of a proxy. A shareholder, without affecting any vote previously taken, may revoke such vote by giving notice to the Corporation in writing or in open meeting. Section 2.6. VOTING. At any meeting of shareholders, each shareholder of the Corporation shall, except as otherwise provided by law, by the Articles of Incorporation or by these Regulations be entitled to one vote in person or by proxy for each share of the Corporation registered in his name on the books of the Corporation, (1) on the record date for the determination of shareholders entitled to vote at such meeting, or (2) if no such record date shall have been fixed, then at the time of such meeting. No shareholder of this Corporation shall be entitled to cumulate his voting power. Section 2.7. INSPECTORS OF ELECTIONS. Inspectors of elections may be appointed and act as provided in Section 1701.50, Ohio Revised Code, or any future statute of like tenor or effect. Section 2.8. RECORD DATE. The Board of Directors may fix a record date for any lawful purpose, including without limitation the determination of shareholders entitled to: (a) receive notice of or to vote at any meeting, (b) receive payment of any dividend or other distribution, (c) receive or exercise rights of purchase of, subscription for, or exchange or conversion of, shares of other securities, subject to any contract right with respect thereto, or (d) participate in the execution of written consents, waivers, or releases. Any such record date shall not be more than sixty days preceding the date of such meeting, the date fixed for the payment of any dividend or other distribution or the date fixed for the receipt or the exercise of rights, as the case may be. 2 3 Section 2.9. LIST OF SHAREHOLDERS. The President and Secretary of this Corporation shall cause to be kept at all times a full and correct list of the names and residences of all of its shareholders, and the number of shares held by each, in the principal office. Such list shall be subject to the inspection of all of the shareholders of the Corporation and the officers authorized to assess taxes under State authority, during business hours of each day in which business may be legally transacted. A copy of such list, verified by the oath of the President or Secretary of the Corporation, shall be transmitted to the Federal Reserve Board within ten days of any demand therefore made by him. ARTICLE 3 Directors (Minium number of directors amended April 17, 1997) Section 3.1. NUMBER OF DIRECTORS. The Board of Directors (hereinafter sometimes referred to as the "Board") shall consist of not less than seven nor more than fifteen shareholders, the exact number of such minimum and maximum limits to be fixed and determined from time to time by a vote of the shareholders owning a majority of the stock of the Corporation. Section 3.2. ELECTION AND TERMS OF DIRECTORS. The Directors shall be divided into three classes: Class I, Class II and Class III, and each class shall be comprised of an equal number of members of the Board of Directors. The term of office of the initial Class I Directors shall expire at the Annual Meeting of Shareholders in 1991, the term of office of the initial Class II Directors shall expire at the Annual Meeting of Shareholders in 1990, and the term of office of the initial Class III Directors shall expire at the Annual Meeting of Shareholders in 1989, or thereafter in each case when their respective successors are elected and have qualified. At each annual election held after classification of Directors, the Directors chosen to succeed those whose term then expire shall be identified as being of the same class as the Directors they succeed and shall be elected for a term expiring at the third succeeding annual meeting or thereafter when their respective successors in each case are elected and have qualified. If the number of Directors is changed, any increase or decrease in Directors shall be apportioned among the classes so as to maintain all class as nearly equal in number as possible, and any additional Director to any class shall hold office for a term which shall coincide with the terms of such class. Section 3.3. NOMINATIONS. Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of the Corporation entitled to vote for election of Directors. Nominations, other than those made by or on behalf of the existing management of the Corporation, shall be made in writing and shall be delivered or mailed to the President of the Corporation and to the Chairman, Federal Reserve Board, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of Directors, provided, however, that if less than 21 days' notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the President of the Corporation and to the Chairman, Federal Reserve Board, Washington, D.C., not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholders: 3 4 (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the Corporation that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of the Corporation owned by the notifying shareholder. Nominations not made in accordance herewith may, in his discretion, be disregarded by the Chairman of the meeting, and upon his instructions, the vote tellers may disregard all votes cast for each such nominee. Section 3.4. VACANCIES. The Board of Directors, by vote of majority of the full Board, may, between annual meetings of shareholders, increase or decrease the membership of the Board within the minimum and maximum limits described in Section 3.1 and by like vote appoint qualified persons to fill the vacancies created thereby, or by like vote appoint qualified persons to fill vacancies occurring on the Board for any other reason. All such increases, decreases or appointments shall be subject to the limitations imposed by Section 3.2 of this Article 3. Section 3.5. OFFICERS. The Board of Directors shall have the power to appoint and define duties of officers and employees of this Corporation; to waive or require bonds from them and to fix the penalty thereof; to regulate the manner in which Directors shall be elected or appointed, and to appoint Inspectors of the Election; to regulate the manner in which any increase of the capital of the Corporation shall be made; to authorize and issue debt instruments whether or not subordinated; to manage and administer the business and affairs of the Corporation; to make all by-laws that it may be lawful for them to make for the general regulation of the business of this Corporation and the management of its affairs; and generally to do and perform all acts that it may be lawful for a Board of Directors to do and perform. Section 3.6. ACTION IN WRITING IN LIEU OF MEETING. Any action which may be authorized or taken at a meeting of the Directors, may be authorized or taken without a meeting with the affirmative vote or approval of, and in writing or writings signed by all the Directors. ARTICLE 4 Committees of the Board Section 4.1. AUDIT COMMITTEE. There shall be an Audit Committee appointed by the Board. The Audit Committee shall consist of at least three Directors, exclusive of the active officers of the Corporation, whose duty it shall be to examine, at least once during each calendar year, the affairs of this Corporation, ascertain whether the accounts are correctly kept and the condition of the Corporation corresponds therewith, and other examination procedures deemed necessary to determine whether the Corporation is in a sound and solvent condition and to recommend to the Board such 4 5 changes in the manner of doing business which would be deemed desirable. The Audit Committee shall report in writing to the Board, at least annually, the results of its examination. The members of the Audit Committee shall serve for a term to be determined by the Board. Section 4.2. EXECUTIVE AND OTHER COMMITTEES. The Directors may create and from time to time abolish or reconstitute an executive committee and any other committee or committees of Directors each to consist of not less than three Directors, and may delegate to any such committee or committees any or all of the authority of the Directors, however conferred, other than that of filling vacancies in the Board of Directors or in any committee of Directors. Each such committee shall serve at the pleasure of the Directors, and shall act only in the intervals between meetings of the Board of Directors, and shall be subject to the control and direction of the Board of Directors. The Directors may adopt or authorize the committees to adopt provisions with respect to the government of any such committee or committees which are not inconsistent with applicable law, the Articles of Incorporation of the Corporation or these regulations. An act or authorization of any act by any such committee within the authority properly delegated to it by the Directors shall be as effective for all purposes as the act or authorization of the Directors. Any right, power or authority conferred in these regulations to the "Directors" or to the "Board of Directors" shall also be deemed conferred upon each committee or committees of Directors to which any such right, power or authority is delegated (expressly, or by general delegation, or by necessary implication) by the Board of Directors. ARTICLE 5 Capital Stock Section 5.1. PRE-EMPTIVE RIGHTS. No holder of shares of the capital stock of any class of the Corporation shall have any pre-emptive or preferential right of subscription to any shares of any class of stock of the Corporation, whether now or hereafter authorized, or to any obligations convertible into stock of the Corporation, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may from time to time fix. Section 5.2. LOST, MUTILATED OR DESTROYED CERTIFICATES. If any certificate for shares is lost, mutilated or destroyed, the Board of Directors may authorize the issuance of a new certificate in place thereof upon such terms and conditions as it may deem advisable. The Board of Directors in its discretion may refuse to issue such new certificates until the Corporation has been indemnified by a final order or decree of a court of competent jurisdiction. Section 5.3. REGISTERED SHAREHOLDERS. A person in whose name shares are of record on the books of the Corporation shall conclusively be deemed the unqualified owner thereof for all purposes and to have capacity to exercise all rights of ownership. Neither the Corporation nor any transfer agent of the Corporation shall be bound to recognize any equitable interest in or claim to such shares on the part of any other person, whether disclosed upon such certificate or otherwise, nor shall they be obliged to see to the execution of any trust or obligation. 5 6 Section 5.4. TRANSFER OF SHARES. Any certificate for shares of the Corporation shall be transferable in person or by attorney upon the surrender of the certificate to the Corporation or any transfer agent for the Corporation (for the class of shares represented by the certificate surrendered) properly endorsed for transfer and accompanied by such assurances as the Corporation or its transfer agent may require as to the genuineness and effectiveness of each necessary endorsement. The person in whose name any shares stand on the books of the Corporation shall, to the full extent permitted by law, be conclusively deemed to be the unqualified owner and holder of the shares and entitled to exercise all rights of ownership, for all purposes relating to the Corporation. Neither the Corporation nor any transfer agent of the Corporation shall be required to recognize any equitable interest in, or any claim to, any such shares on the part of any other person, whether disclosed on the certificate or any other way, nor shall they be required to see to the performance of any trust or other obligation. Section 5.5. REGULATIONS. The Board of Directors may make such rules and regulations as it may deem expedient or advisable, not inconsistent with these regulations, concerning the issue, transfer and registration of certificates for shares. It may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates for shares to bear the signature of either or both. ARTICLE 6 Officers & Employees Section 6.1 CHAIRMAN OF THE BOARD. The Board of Directors may appoint one of its members to be Chairman of the Board with powers and duties as may, from time to time, be conferred or assigned by the Board of Directors. Section 6.2. PRESIDENT. The Board of Directors shall appoint the President of the Corporation who shall have general executive powers, and who shall have and may exercise any and all other powers and duties permitted by law, regulation or practice, in the office of President, or imposed by the By-Laws. The President shall also have and may exercise such further powers and duties as from time to time may be conferred, or assigned by the Board of Directors. Section 6.3. SECRETARY. The Board of Directors shall appoint and designate an officer who shall be Secretary of the Board and of the Corporation and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by the By-Laws to be given; shall be custodian of the Corporate seal, records, documents and papers of the Corporation; shall provide for the keeping of proper records of all transactions of the Corporation; shall have and may exercise any and all other powers and duties permitted by law, regulation or practice to the office of the Secretary, or imposed by the By-laws, and shall also perform such other duties as may be assigned from time to time by the Board of Directors. Section 6.4. OTHER OFFICERS. The Board of Directors may appoint other officers as from time to time may appear to the Board of Directors to be required or desirable to transact the business of the Corporation. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon, or assigned to them by the Board of 6 7 Directors or the President. One officer may be designated by the Board of Directors to act as Chief Executive Officer in the absence of the President. Section 6.5. TENURE OF OFFICE. The President, and all other officers shall hold office for the current year for which the Board was elected unless they shall resign, become disqualified or be removed; and any vacancy occurring in the office of the President shall be filled promptly by the Board of Directors. Section 6.6. EMPLOYMENT AGREEMENTS. The Board of Directors may enter into employment agreements with any officers and employees of the Corporation under such terms and conditions permitted by law, regulation or practice at the sole discretion and judgment of the Board. ARTICLE 7 Indemnification and Insurance Section 7.1. COSTS INCURRED. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Director, trustee, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, trustee, officer or employee of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding provided that: (a) he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; (b) with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful; and (c) in any action or suit by or in the right of the Corporation, no indemnification shall be made with respect to any amounts paid in settlement or with respect to any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Common Pleas or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Common Pleas or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. Section 7.2. INDEMNIFICATION PROCEDURE. Any indemnification under Section 7.1 shall be made by the Corporation only if and as authorized in the specific case upon a determination that indemnification of the Director, trustee, officer or employee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 7.1. Such determination shall be made by one of the following methods: (a) by a majority vote of a quorum consisting of Directors of the 7 8 Corporation who were not and are not parties to or threatened with any such action, suit or proceeding; or (b) if such a quorum is not obtainable or if a majority vote of a quorum of disinterested Directors so directs, in a written opinion by independent legal counsel retained by the Corporation, other than an attorney, or a firm having associated with it an attorney who has been retained by or who has performed services for the Corporation or any person to be indemnified within the past five years; or (c) by the shareholders; or (d) by the Court of Common Pleas of Muskingum County, Ohio or the court in which such action, suit or proceeding was brought. Section 7.3. ADVANCE PAYMENT OF COSTS. Expenses, including attorneys' fees, incurred in defending any action, suit or proceeding referred to in Section 7.1 may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Directors in the specific case upon receipt of an undertaking by or on behalf of the Director, trustee, officer or employee to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article. Section 7.4. NON-EXCLUSIVE. This indemnification authorized in this Article shall not be deemed exclusive of any other rights to which persons seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested Directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7.5. INSURANCE. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, trustee, officer, or employee of the Corporation, or in or was serving at the request of the Corporation as a Director, trustee, officer or employee of another Corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under this Article or under Chapter 1701, Ohio Revised Code. Section 7.6. SURVIVAL. The indemnification authorized in this Article shall continue as to a person who has ceased to be a Director, trustee, officer or employee. Section 7.7. SUCCESSORS. The indemnification authorized in this Article shall inure to the benefit of the heirs, executors and administrators of any person entitled to indemnification under this Article. ARTICLE 8 Corporate Seal In accordance with Ohio Revised Code Section 1701.13(B), the Board of Directors may adopt and alter a corporate seal and use the same or a facsimile thereof, but failure to affix the corporate seal shall not affect the validity of any instrument provided it is executed by the proper officers. 8 9 ARTICLE 9 Fiscal Year The fiscal year of the Corporation shall end on the 31st day of December in each year, or on such other day as may be fixed from time to time by the Board of Directors. ARTICLE 10 Execution of Instrument All contracts, checks, drafts, etc., shall be signed by the President or Vice Presidents, or such other officer or officers as may be designated by the Board of Directors. ARTICLE 11 Recorded Information The organization papers of this Corporation, the returns of the tellers of the elections, the proceedings of all regular and special meetings of the Directors and of the shareholders, the By-Laws and any amendments thereto, and reports of the committees of Directors shall be recorded in the minute book; and the minutes of each meeting shall be signed by the Secretary and attested by the President. ARTICLE 12 Amendments to Code of Regulations The regulations of this Corporation may be amended or new regulations may be adopted by a majority vote of the shareholders or written assent of shareholders entitled to exercise a majority of voting power. I, Charles E. White, certify that: (1) I am the duly constituted secretary of BancFirst Corp. and secretary of its Board of Directors, and as such officer am the official custodian of its records; (2) the foregoing Code of Regulations is the Code of Regulations of the association and it is now lawfully in force and effect. 9 10 I have hereunto affixed my official signature on this 27th day of March, 1990. (Signed) /S/Charles E. White ---------------------------- CHARLES E. WHITE, Secretary 10 EX-27 4 EXHIBIT 27
9 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 19,950 0 2,451 0 248,658 46,000 46,240 723,667 (6,691) 1,068,688 733,198 4,500 7,089 245,473 40,340 0 0 38,088 1,068,688 15,512 4,950 189 20,651 7,932 11,558 9,093 298 22 6,386 3,971 2,632 0 0 2,632 .66 .66 8.20 1,682 1,261 0 0 6,599 (331) 125 6,691 6,691 0 0
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