-----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, P4P4axMq+DpcAEnaARiD8uVRI4pxbnIhCShBjtAGtTT0Mf1bg6lietGi6gdhKhsS 2ovxmR4L7qhuQP9ySR1CQA== 0000930661-96-000950.txt : 19960812 0000930661-96-000950.hdr.sgml : 19960812 ACCESSION NUMBER: 0000930661-96-000950 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960809 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST STATE BANCORPORATION CENTRAL INDEX KEY: 0000897861 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 850366665 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-22748 FILM NUMBER: 96606369 BUSINESS ADDRESS: STREET 1: 111 LOMAS AVE N W CITY: ALBUQUERQUE STATE: NM ZIP: 87102 BUSINESS PHONE: 5052417500 MAIL ADDRESS: STREET 1: PO BOX 3686 CITY: ALBUQUERQUE STATE: NM ZIP: 87190 10QSB 1 FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 Commission file number 22-25144 FIRST STATE BANCORPORATION (Name of small business issuer in its charter) New Mexico 85-0366665 (State of incorporation) (IRS Employer Identification No.) 111 LOMAS AVENUE N.W. ALBUQUERQUE, NEW MEXICO (505) 241-7500 (Address and telephone number of principal executive offices) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 XX No --- --- State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: 2,023,666 shares of common stock, no par value, outstanding as of July 31, 1996 FIRST STATE BANCORPORATION Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements 1 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 1 PART II. OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders 3 Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K 3 SIGNATURES 4 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The consolidated condensed financial statements of First State Bancorporation (the "Company") are attached as Exhibit A. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CONSOLIDATED BALANCE SHEET The Company's total assets increased by $34,781,000 from $252,981,000 as of December 31, 1995 to $287,762,000 as of June 30, 1996, due to internal growth. For the first six months of 1996, net loans increased by $37,858,000 from $182,009,000 to $219,867,000 while investment securities decreased by $3,026,000 from $38,676,000 to $35,650,000. For the first six months of 1996, other assets increased $288,000 from $17,508,000 to $17,796,000. The increase in loans is due largely to increased economic activity and demand for loans secured by real estate in the Company's market area. Total commercial loans increased by approximately $10,388,000, real estate loans increased by approximately $16,750,000 and consumer loans increased by approximately $2,220,000. The company also began a leasing division in January 1996 and new leases totaling approximately $8,500,000 were funded in the first six months of 1996. Investment securities decreased as a result of maturities. Purchases of premises and equipment, the majority of which resulted from construction of a branch facility, accounted for $512,000 of the increase in other assets. At June 30, 1996, one branch remains under construction in Bernalillo, which is expected to be completed in August 1996. Deposits, which are the Company's main source of funds for loans, investments and federal funds sold, increased by $19,617,000 from $218,847,000 as of December 31, 1995 to $238,464,000 as of June 30, 1996. Non interest-bearing deposits increased by $6,913,000 and interest-bearing deposits increased by $12,704,000. For the first six months of 1996, other liabilities increased by $14,621,000 due largely to borrowings from the Federal Home Loan Bank of $8,000,000, federal funds purchased of $3,970,000 and an increase in securities sold under repurchase agreements of $2,116,000. CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1996. Net income for the Company for the three months ended June 30, 1996, was $275,000, a decrease of $306,000 or 53% from $581,000 for the same period of 1995. The Company's return on average assets was 0.40% for the second quarter of 1996, compared to 1.13% for the same period of 1995. The most significant items contributing to this decrease were a $516,000 provision for loan losses and an increase of $1,032,000 in non-interest expenses. The provision for loan losses increased by $398,000 from the same quarter of 1995 as a result of net charge-offs of $286,000 and approximately $20,000,000 in loan growth in the second quarter of 1996. Net interest income before provision for loan losses increased $669,000 to $3,967,000 for the three months ended June 30, 1996, from $3,298,000 for the three months ended June 30, 1995, due to increased loan volume. The Company's net interest margin decreased to 6.43% at June 30, 1996, from 6.84% at June 30, 1995. This decrease was due to increased interest expense due to higher deposit rates and growth in the volume of interest bearing deposits. 1 Total non-interest income increased by $215,000 to $599,000 for the three months ended June 30, 1996, compared to $384,000 for the same period of 1995, due to an increase in credit card servicing revenue and increased service charges due to deposit growth. Total non-interest expense increased by $1,032,000 to $3,609,000 for the second quarter of 1996, compared to $2,577,000 for the same period of 1995. The opening and staffing of new branches subsequent to the second quarter of 1995, including Los Lunas in August, the Journal Center branch and operations center in September, and the Santa Fe Downtown branch in December and the beginning of the leasing division in January 1996, accounted for a substantial portion of the increases in salaries and employee benefits, occupancy and equipment which totaled $587,000. Data processing expense increased by approximately $280,000 mainly as a result of costs related to the conversion of the company's banking and credit card processing software packages. Credit card interchange expense is related to credit card servicing revenue and increased as a result of the company issuing its own credit cards. CONSOLIDATED RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 Net income for the Company for the six months ended June 30, 1996, was $780,000, a decrease of $406,000 or 34.23% from $1,186,000 for the same period of 1995 The Company's return on average assets was 0.58% for the first six months compared to 1.13% for the same period of 1995. The most significant items contributing to this decrease were a $634,000 provision for loan losses for the first six months of 1996 and an increase of $1,885,000 in non-interest expenses. The provision for loan losses increased by $425,000 from the same period of 1995 as a result of net charge-offs of $264,000 for the first six months of 1996 compared to $76,000 for the same period of 1995 and as a result of approximately $38,228,000 in loan growth in the first six months of 1996. Net interest income before provision for loan losses increased $721,000 to $6,992,000 for the six months ended June 30, 1996, from $6,271,000 for the six months ended June 30, 1995, due to increased loan volume. The Company's net interest margin decreased to 6.42% at June 30, 1996, from 6.92% at June 30, 1995. This decrease was due to increased interest expense due to higher deposit rates and growth in the volume of interest bearing deposits. Total non-interest income increased by $382,000 to $1,136,000 for the six months ended June 30, 1996, compared to $754,000 for the same period of 1995, due to an increase in credit card servicing revenue and increased service charges due to deposit growth. Total non-interest expense increased by $1,885,000 to $6,945,000 for the first six months of 1996, compared to $5,060,000 for the same period of 1995. The opening and staffing of new branches subsequent to the first quarter of 1995, including Los Lunas in August, the Journal Center branch and operations center in September, and the Santa Fe Downtown branch in December and the beginning of the leasing division in January 1996, accounted for a substantial protion of the increase in salaries and employee benefits, occupancy and equipment which totaled $1,095,000. Data processing expense increased by approximately $408,000 mainly as a result of costs related to the conversion of the company's banking and credit card processing software packages. Credit card interchange expense is related to credit card servicing revenue and increased as a result of the company issuing its own credit cards. LIQUIDITY AND CAPITAL EXPENDITURES The Company's primary sources of funds are customer deposits, loan repayments, loan sales and sales and maturities of investment securities. The Company has additional sources of liquidity in the form of borrowings. Borrowings include federal funds purchased, securities sold under repurchase agreements, and borrowings from the Federal Home Loan Bank. 2 During the second quarter of 1996 the company used additional sources of liquidity in the form of Federal Home Loan Bank advances of $8,000,000 and federal funds purchased of $3,900,000 to fund loan growth during the second Quarter of 1996. Management intends to reduce these short term borrowings through increased customer deposits over the last six months of 1996. Item 4. Submission of Matters to a Vote of Security Holders On June 7, 1996 the company held its annual meeting of shareholders. At that meeting the following items were submitted to a vote of security holders: 1. The following ten directors were elected: NAME TERM ---- ---- Eloy A Jeantete 1 Year Michael R. Stanford 1 Year A. James Wells 1 Year H. Patrick Dee 2 Years Leonard J. Delayo, Jr. 2 Years Bradford M. Johnson 2 Years Manual Lujan, Jr. 3 Years Sherman McCorkle 3 Years Douglas M. Smith, M.D. 3 Years Herman N. Wisenteiner 3 Years 2. To approve an amendment to the Articles of Incorporation of the Company to divide the Board of Directors into three classes, each class to serve a three- year term, after initial terms of one, two and three years, respectively, and to fix the number of directors elected by the holders of the Common Stock between nine and fifteen. Votes: For 1,016,855; Against 309,655; Abstain 13,907; Not Voted 582,971. 3. To approve an amendment to the Articles of Incorporation to establish certain notice procedures in order for shareholders to nominate directors or bring other business before meetings of shareholders. Votes: For 1,077,601; Against 250,423; Abstain 12,393; Not Voted 582,971. 4. To approve an amendment to the Articles of Incorporation to require a two- thirds vote of the outstanding Common Stock (i) to amend, alter, change, repeal, or adopt any provision inconsistent with the provisions of the amendments adopted pursuant to items 2, 3, or 4, if adopted, or (ii) to remove any director of the Company without cause. Votes: For 1,059,223; Against 255,587; Abstain 13,115; Not Voted 595,463. 5. To ratify the appointment of KPMG Peat Marwick LLP as independent public accountants for the year ending December 31, 1996. Votes: For 1,838,079; Against 76,457; Abstain 8,852. Item 6. Exhibits and Reports on Form 8-K 3.3 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF FIRST STATE BANCORPORATION. 10.14 EXECUTIVE INCOME PROTECTION PLAN 27.2 Financial Data Schedule as of June 30, 1996. 3 PART II - OTHER INFORMATION SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST STATE BANCORPORATION Date: August 5, 1996 By: Michael R. Stanford -------------- -------------------------------------------------- Michael R. Stanford, President & Chief Executive Officer Date: August 5, 1996 By: H. Patrick Dee -------------- -------------------------------------------------- H. Patrick Dee, Executive Vice President & Chief Operating Officer Date: August 5, 1996 By: Brian C. Reinhardt -------------- -------------------------------------------------- Brian C. Reinhardt, Senior Vice President and Chief Financial Officer 4 EXHIBIT A FIRST STATE BANCORPORATION AND SUBSIDIARY Consolidated Condensed Balance Sheets (unaudited)
June 30 December 31 Assets 1996 1995 ------ ------------ ------------ Cash and due from banks $ 14,448,922 $ 14,787,266 Federal funds sold - - ------------ ------------ Total cash and cash equivalents 14,448,922 14,787,266 Investment securities: Held to maturity (at amortized cost, market value of $21,090,000 at June 30, 1996, and $22,232,000 at December 31, 1995) 21,287,957 21,171,746 Available for sale (at market, amortized cost of $14,453,000 at June 30, 1996, and $17,329,000 at December 31, 1995) 14,361,979 17,504,265 ------------ ------------ 35,649,936 38,676,011 Loans net of unearned interest 222,087,905 183,859,770 Less allowance for loan losses 2,220,879 1,850,605 ------------ ------------ Net loans 219,867,026 182,009,165 Other assets 17,795,737 17,508,118 ------------ ------------ Total assets $287,761,621 $252,980,560 ============ ============ Liabilities and Stockholders' Equity ------------------------------------ Liabilities: Deposits Noninterest-bearing $ 48,939,764 $ 42,026,645 Interest bearing 189,524,597 176,820,223 ------------ ------------ Total deposits 238,464,361 218,846,868 Other liabilities 31,329,072 16,707,784 ------------ ------------ Total liabilities 269,793,433 235,554,652 Stockholders' equity: Preferred stock, no par value, 1,000,000 share authorized, none issued or outstanding Common stock, no par value, 4,000,000 shares authorized, issued and outstanding 1,985,003 at June 30, 1996,and 1,962,067 at December 31, 1995 9,999,907 9,864,598 Retained earnings 8,026,801 7,445,338 Unrealized (losses) gains on investment securities available for sale (58,520) 115,972 ------------ ------------ Total stockholders' equity 17,968,188 17,425,908 ------------ ------------ Total liabilities and stockholders' equity $287,761,621 $252,980,560 ============ ============ Book value per share $9.05 $8.88 ============ ============ Tangible book value per share $8.57 $8.39 ============ ============
See accompanying notes to consolidated condensed financial statements. EXHIBIT A FIRST STATE BANCORPORATION AND SUBSIDIARY Consolidated Condensed Statements of Operations For the three and six months ended June 30, 1996, and 1995
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS ENDED ENDED ENDED ENDED JUNE 30, JUNE 30, JUNE 30, JUNE 30, 1996 1995 1996 1995 ----------- ------------ ----------- ---------- Interest Income Interest on fees and loans $5,693,538 $4,528,410 $10,904,724 $8,686,749 Interest on investment securties: Taxable 474,192 413,424 954,423 839,778 Non-taxable 54,963 31,923 108,531 58,900 Federal funds sold 28,754 36,932 94,562 71,891 ----------- ---------- ----------- ---------- Total interest income 6,251,447 5,010,689 12,062,240 9,657,318 ----------- ---------- ----------- ---------- Interest expense: Deposits 1,954,273 1,430,432 3,881,264 2,669,486 Short-term borrowings 219,004 169,770 335,889 287,387 Long-term debt and capital leases 111,654 112,011 218,626 220,501 ---------- ---------- ------------ ---------- Total interest expense 2,284,931 1,712,213 4,435,779 3,177,374 ---------- ---------- ----------- ---------- Net interest income before provision for loan losses 3,966,516 3,298,476 7,626,461 6,479,944 Provision for loan losses 515,903 117,500 634,403 209,000 ---------- ---------- ------------ ---------- Net interest income after provision for loan losses 3,450,613 3,180,976 6,992,058 6,270,944 Other Income Service Charges on deposit accounts 270,778 238,227 530,951 471,981 Other banking service fees 220,186 54,209 378,479 107,331 Loss from equity investment - (70,000) - (100,000) Gain on sale of investment securities - (26,997) 156 (26,997) Other 107,806 92,636 226,860 175,592 ---------- ---------- ----------- ---------- Total other income 598,770 288,075 1,136,446 627,907 ---------- ---------- ----------- ---------- Other Expenses: Salaries and employee benefits 1,550,089 1,149,037 2,997,593 2,318,872 Occupancy 423,423 329,880 835,679 632,979 Data Processing 320,697 40,923 490,627 82,033 Credit Card interchange 140,427 - 233,897 - Equipment 273,872 181,655 529,665 316,333 Legal and accounting 85,811 55,990 165,381 120,270 Marketing 158,562 122,726 319,651 221,865 Other real estate owned expenses (3,153) 25,999 7,867 62,755 FDIC insurance premiums 500 94,884 1,000 189,681 Amortization of goodwill 47,238 45,570 94,474 91,140 Other 611,169 530,169 1,268,934 1,023,632 ---------- ---------- ------------ ---------- Total other expenses 3,608,635 2,576,833 6,944,768 5,059,560 ---------- ---------- ----------- ---------- Income before income taxes 440,748 892,218 1,183,736 1,839,291 Income tax expense 165,546 311,000 403,939 653,000 ---------- ---------- ----------- ---------- Net income $ 275,202 $ 581,218 $ 779,797 $1,186,291 ========== ========== =========== ========== Earnings per common and common equivalent share $0.13 $0.28 $0.38 $0.58 ========== ========== =========== ========== Earnings per common share-assuming full dilution $0.13 $0.26 $0.36 $0.52 ========== ========== =========== ========== Dividends per common share $0.05 $0.04 $0.10 $0.08 ========== ========== =========== ==========
See Accompanying notes to consolidated condensed financial statements. EXHIBIT A FIRST STATE BANCORPORATION AND SUBSIDIARY Consolidated Condensed Statements of Cash Flows For the three and six months ended June 30, 1996, and 1995
Three months Three months Six months Six months ended ended ended ended June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995 ------------- ------------- ------------- -------------- Operating activities: Net Income $ 275,202 $ 581,218 $ 779,797 $ 1,186,291 ---------- ----------- ----------- ----------- Adjustments to reconcile net income to cash provide by operations: Provisions for loan losses 515,903 117,500 634,403 209,000 Provision for decline in value of other real estate owned - - - 30,000 Depreciation and amortization 383,094 268,592 686,951 520,469 Loss (gain) on sale of investment securities available for sale - 26,997 (156) 26,997 Loss from credit card operation - 70,000 - 100,000 Increase in accrued interest receivable (923,667) (170,009) (791,006) (86,056) Decrease (increase) in other assets, net 416,632 (296,660) 173,473 (661,238) Increase (decrease) in other liabilities, net (424,551) (319,999) (65,105) 20,857 ----------- ----------- ----------- ----------- Total adjustments (32,589) (303,579) 638,560 160,029 ----------- ----------- ----------- ----------- Net cash provided by operating activities 242,613 277,639 1,418,357 1,346,320 ----------- ----------- ----------- ----------- Cash flows from investing activities: Net increase in loans (20,991,549) (11,696,139) ( 38,763,899) ( 16,063,310) Purchase of investment securities available for sale (454,400) - (3,606,000) (494,065) Maturity of investment securities available for sale 1,000,000 17,166 6,000,000 1,017,166 Purchase of investment securities held to maturity (3,743,339) (570,614) (6,243,339) (5,548,648) Maturity of investment securities held to maturity 1,025,000 5,000 6,135,000 5,505,000 Sale of investment securities available for sale - 3,971,749 500,156 3,971,749 Purchases of premises and equipment (640,950) (1,742,602) (1,152,682) (3,199,252) Sales of premises and equipment 1,209,483 - 1,209,483 - Sale of other real estate owned - 497,327 67,917 497,327 Payment received on loans classified as other real estate owned 458 118,494 958 221,885 Acquisition of other real estate owned - - (145,156) - ----------- ----------- ----------- ---------- Net cash used in investing activities (22,595,297) (9,399,619) (35,997,562) (14,092,148) ----------- ----------- ----------- ----------- Cash flows from financing activities: Net increase in interest bearing deposits 3,906,340 14,127,224 12,704,374 16,555,052 Net increase (decrease) in non-interest bearing deposits 5,660,804 136,082 6,913,119 (591,238) Net increase (decrease) in securities sold under repurchase agreements 2,116,034 (1,188,911) 2,732,998 (1,031,457) Borrowings on long term debt and capital lease obligations - - - 250,000 Federal Home Loan Bank borrowings 8,000,000 5,000,000 8,000,000 5,000,000 Payments on long-term debt and capital lease obligations (8,395) (48,155) (16,605) (94,306) Federal funds purchased 3,970,000 - 3,970,000 - Issuance of common stock 37,113 - 135,309 - Dividends paid (99,251) (62,784) (198,334) (125,571) ----------- ----------- ----------- ----------- Net Cash provided by financing activities 23,582,645 17,963,456 34,240,861 19,962,480 ----------- ----------- ----------- ----------- Increase (decreae) in cash and cash equivalents 1,229,961 8,841,476 (338,344) 7,216,652 Cash and cash equivalents at beginning of period 13,218,961 12,569,413 14,787,266 14,194,237 ----------- ----------- ----------- ----------- Cash and cash equivalents at end of period $14,448,922 $21,410,889 $14,448,922 $21,410,889 =========== =========== =========== =========== Supplemental disclosure of noncash investing activities: Additions to loans in settlement of other real estate owned - $ 73,419 - $ 73,419 =========== =========== =========== =========== Additions to other real estate owned in settlement of loans $ 143,395 $ 128,291 $ 271,635 $ 128,291 =========== =========== =========== ===========
See accompanying notes to consolidated condensed financial statements. EXHIBIT A FIRST STATE BANCORPORATION AND SUBSIDIARY Notes to Consolidated Condensed Financial Statements (Unaudited) 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS The accompanying consolidated condensed financial statements are unaudited and include the accounts of First State Bancorporation (the "Company") and its subsidiary, First State Bank of Taos (100% owned). All significant intercompany accounts and transactions have been eliminated. Information contained in the consolidated condensed financial statements and notes thereto of the Company should be read in conjunction with the Company's consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995. The consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normally recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month period ended June 30, 1996, are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. Net income per common share and common equivalent share are computed by dividing net income applicable to common stock by the total of the weighted average number of common shares outstanding and any additional dilutive effect of stock options and warrants outstanding during the respective periods. The dilutive effect of stock options and warrants is computed using the average market price of the Company's common stock for the period. Net income per common share, assuming full dilution, is computed based on the weighted average number of common shares outstanding during the period, and any additional dilutive effect of stock options and warrants during the period. The dilutive effect of outstanding stock options and warrants is computed using the greater of the closing price or the average market price of the Company's common stock for the period. Net income per common share, assuming full dilution, also includes the dilution which would result if the convertible debentures outstanding during the period had been converted at the beginning of the period. The number of shares used in the net income per share calculations at June 30, 1996, and 1995, are as follows:
For the three months For the six months ended ended June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995 ------------- ------------- ------------- ------------- Earnings per common and common 2,078,060 2,048,114 2,075,378 2,046,100 equivalent share (primary) ========= ========= ========= ========= Earnings per common share-assuming full 2,641,171 2,595,733 2,639,197 2,593,719 dilution ========= ========= ========= =========
The June 30, 1995, shares have been adjusted for a 5-for-4 common stock split which occurred on November 20, 1995. EX-3.3 2 ARTICLES OF AMD. TO ARTICLES OF INCORPORATION EXHIBIT 3.3 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF FIRST STATE BANCORPORATION Pursuant to the provisions of Section 53-13-4 of the New Mexico Business Corporation Act (Chapter 53, Articles 11 through 18 NMSA 1978), FIRST STATE BANCORPORATION hereby adopts the following Articles of Amendment to its Articles of Incorporation: ARTICLE I. The name of the corporation is FIRST STATE BANCORPORATION (the "Company"). ARTICLE II. The following amendment to the Company's articles of incorporation was adopted by the shareholders of the Company on June 7, 1996, in the manner prescribed by the New Mexico Business Corporation Act: ARTICLE 6 Section 6.1. The number of directors shall be fixed as provided in the Bylaws of the Corporation (the "Bylaws"), but in no case shall the number of directors elected by the holders of the Common Stock be less than nine, or greater than fifteen. The Board of Directors shall be divided into three classes, designated "Class I," "Class II," and "Class III." The number of directors in each class elected by the holders of the Common Stock, shall be as nearly equal as possible. The term of directors in Class I shall be initially one year and thereafter three years. The term of directors in Class II shall be initially two years and thereafter three years. The term of directors in Class III shall be three years. The initial term for each of the foregoing classes shall commence on the election of directors at the annual meeting of shareholders in 1996. At each annual meeting of shareholders commencing with the annual meeting in 1997, a number of directors equal to the number of the class whose term expires at the meeting shall be elected (unless the number of directors in such class has been increased or decreased, in which case the larger or smaller number shall be elected) by the affirmative vote of the holders of the majority of the shares represented at the meeting either in person or by proxy and entitled to vote on the election of directors. Notwithstanding the foregoing, each director shall hold office until his or her successor is chosen and qualified in his or her stead. Newly created directorships resulting from any increase in the number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause may be filled by a majority vote of the directors then in office (even though the number of directors then in office may constitute less than a quorum). A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. A director elected to fill an increase in the number of directors may be elected by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders. Any repeal or modification of this Section 6.1 by the shareholders of the corporation shall not adversely affect any right or protection of a director of the Corporation in respect of any act or omission before the repeal or modification. 2 ARTICLE III. The number of shares of the Company's common stock outstanding on June 7, 1996 was 1,981,667 and the number of shares entitled to vote on the amendment was 1,981,667. No shares of any class were entitled to vote as a class. ARTICLE IV. The number of shares voted for the amendment was 1,016,855. The number of shares voted against the amendment was 309,655. ARTICLE V. The following amendment to the Company's articles of incorporation was adopted by the shareholders of the Company on June 7, 1996, in the manner prescribed by the New Mexico Business Corporation Act: ARTICLE 11 Subject to the rights of holders of any class or series of shares ranking prior to the Common Stock in respect of dividends or assets, only persons who are nominated in accordance with the procedures in this Article shall be eligible to be nominated as directors at any meeting of the shareholders of the Corporation. At any meeting of the shareholders of the Corporation, nominations of persons for election to the Board of Directors may be made (1) by or at the direction of the Board of Directors or (2) by any shareholder of the Corporation who is a shareholder of record at the time of giving the notice provided for in this Article, who shall be entitled to vote at the meeting, and who complies with the notice procedures set forth in this Article. For a nomination to be properly brought before a shareholders' meeting by a shareholder, timely written notice shall be 3 made to the Secretary of the Corporation. The shareholder's notice shall be delivered to, or mailed and received at, the principal office of the Corporation not less than 35 days nor more than 50 days before the meeting; provided, however, less than 45 days notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholders to be timely must be received not later than the close of business on the tenth day following the day on which the notice of the meeting was mailed or the public disclosure was made. The shareholder's notice shall set forth (1) as to each person whom the shareholder proposed to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required by applicable law (including the person's written consent to being named as a nominee and to serving as a director if elected); and (2)(a) the name and address, as they appear on the Corporation's books, of the shareholder, (b) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder. The shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations thereunder with respect to the matters in this paragraph. If the chairman of the meeting determines and declares at the meeting that a nomination was not made in accordance with the procedures prescribed by this Article, the nomination shall not be accepted. 4 At any meeting of the shareholders of the Corporation, only such business shall be conducted as has been brought before the meeting (1) by or at the direction of the Board of Directors or (2) by any shareholder of the Corporation who is a shareholder of record at the time of giving the notice provided for in this Article, who shall be entitled to vote at the meeting, and who complies with the notice procedures set forth in this Article. For business to be properly brought before a shareholder's meeting by a shareholder, timely written notice shall be made to the Secretary of the Corporation. The shareholder's notice shall be delivered to, or mailed and received at, the principal office of the Corporation not less than 35 days or more than 50 days before the meeting; provided, however, if less than 45 day notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be received not later than the close of business on the tenth day following the day on which the notice of the meeting was mailed or the public disclosure was made. The shareholder's notice shall set forth (1) a brief description of the business desired to be brought before the meeting and the reasons for considering the business, and (2)(a) the name and address, as they appear on the Corporation's books, of the shareholder, (b) a representation that the shareholder is a holder of record of the Common Stock entitled to vote at the meeting on the date of the notice and intends to appear in person or by proxy at the meeting to present the business specified in the notice, and (c) any material interest of the shareholder in the proposed business. The shareholder shall also comply with all applicable requirements of the 1934 Act and the rules and regulations thereunder with respect to the matters set forth in this 5 paragraph. If the chairman of the meeting determines and declares at the meeting that the proposed business was not brought before the meeting in accordance with the procedures prescribed by this paragraph, the business shall not be considered. The notice procedures set forth in this Article 11 do not change or limit any procedures the Corporation may require in accordance with applicable law with respect to the inclusion of matters in the Corporation's proxy statement. ARTICLE VI. The number of shares of the Company's common stock outstanding on June 7, 1996 was 1,981,667 and the number of shares entitled to vote on the amendment was 1,981,667. No shares of any class were entitled to vote as a class. ARTICLE VII. The number of shares voted for the amendment was 1,077,601. The number of shares voted against the amendment was 250,423. ARTICLE VIII. The following amendment to the Company's articles of incorporation was adopted by the shareholders of the Company on June 7, 1996, in the manner prescribed by the New Mexico Business Corporation Act: ARTICLE 12 These Articles of Incorporation may be amended by the affirmative vote of the holders of a majority of the shares of the Common Stock. Notwithstanding the foregoing or any other provision of these Articles of Incorporation or the Bylaws (and notwithstanding that a lesser percentage may be 6 specified by law), to amend, alter, change, or repeal, or to adopt any provisions inconsistent with, Section 6.1, Article 11 or this paragraph of Article 12, or to remove any director of the Corporation without cause, the affirmative vote of the holders of at least two-thirds of the Common Stock shall be required. ARTICLE IX. The number of shares of the Company's common stock outstanding on June 7, 1991 was 1,981,667 and the number of shares entitled to vote on the amendment was 1,981,667. No shares of any class were entitled to vote as a class. ARTICLE X. The number of shares voted for the amendment was 1,059,223. The number of shares voted against the amendment was 255,587. DATED: June 7, 1996 FIRST STATE BANCORPORATION By: Michael Stanford ---------------- Michael Stanford, President By: H. Patrick Dee -------------- H. Patrick Dee, Secretary Under the penalty of perjury, the undersigned declares that the foregoing document executed by the corporations and that the statements contained therein are true and correct to the best of my knowledge. Michael Stanford ---------------- Michael Stanford 7 EX-10.14 3 EXECUTIVE INCOME PROTECTION PLAN EXHIBIT 10.14 EXECUTIVE INCOME PROTECTION PLAN THIS PLAN is adopted this 19th day of April, 1996, by First State Bancorporation, a corporation organized under the laws of the State of New Mexico ("Corporation"), effective as of April 19, 1996 (the "Effective Date"). RECITALS 1. Corporation desires to establish this Executive Income Protection Plan to protect Corporation against loss of key personnel during periods of exposure to changes in control, and from the difficulty and expense of replacing key employees who leave or are unable to perform at their optimum level during such a period. 2. The President of Corporation has, pursuant to the powers vested in him by Corporation's Board of Directors, duly executed this Plan. PLAN 1. Definitions. ----------- a. "Board" or "Board of Directors" shall mean the Board of Directors ------------------------------ of Corporation. b. "Control Change" shall mean: ---------------- (1) a sale or sales (including an exchange) of shares of Corporation, other than pursuant to a public offering, at one or more times by Corporation, a stockholder or stockholders of Corporation, or by any combination of the foregoing, which in the aggregate results in the beneficial ownership of more than fifty percent (50%) of the combined voting power of Corporation's outstanding securities after such sale or sales by one or more stockholders who are not stockholders of Corporation on the date of this Plan and who are not controlled after such sale or sales, directly or indirectly, by one or more of the stockholders of Corporation on the date of this Plan; or (2) a sale or sales by Corporation of all or substantially all of its assets to one or more persons or entities who are not stockholders of Corporation on the date of this Plan and who are not controlled after such sale or sales, directly or indirectly, by one or more of such stockholders; or (3) a merger or other combination in which Corporation is either the surviving or disappearing corporation, which results in the beneficial ownership of more than fifty percent (50%) of the combined voting power of the outstanding securities of the surviving corporation by one or more persons or entities who are not stockholders of Corporation on the date of this Plan and who are not controlled after such merger or other combination, directly or indirectly, by one or more of such stockholders; or (4) the stockholders of Corporation have approved any plan or proposal for the liquidation or dissolution of Corporation; or (5) during any period of two consecutive years, individuals who at the beginning of the period constitute the entire Board of Directors shall cease for any reason to constitute a majority thereof unless the election or the nomination for election by Corporation's shareholders of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. c. "Compensation" shall mean the sum of: (i) an Eligible Employee's -------------- average taxable compensation from Corporation; (ii) the Employee's average elective salary reduction contributions to a plan under Internal Revenue Code Section 401(k) and/or 125; and (iii) the product of the average percent of covered payroll contributed by Corporation to Corporation's 401(k) profit sharing plan multiplied by the sum of (i) and (ii), all for the five calendar years preceding the Control Change. d. "Corporation" shall mean First State Bancorporation, a New Mexico ------------- corporation. e. "Eligible Employee" shall mean each individual whom Corporation ------------------ designates in writing as a participant in this Plan; the Eligible Employees are set forth on Exhibit 2 A to this Plan. f. "Fringe Benefit" shall mean Corporation's welfare benefit plans as ---------------- that term is defined in Section (3)(1) of the Employee Retirement Income Security Act of 1974, as amended . g. "Misconduct" shall exist if an Eligible Employee: ------------ (1) fails, on a willful and continuing basis, to devote his full business time to Corporation's business affairs (other than due to illness or incapacity, vacations, incidental civic activities and incidental personal time); or (2) is convicted of a crime involving dishonesty or breach of trust; or (3) participates in an act of fraud, embezzlement or theft (regardless of whether a criminal conviction is obtained); or (4) makes an unauthorized disclosure of confidential information that results in significant injury to Corporation; or (5) is investigated by the Comptroller of the Currency, the Federal Bureau of Investigation, or the State of New Mexico for diversion of Bank assets. h. "Plan Administrator" shall mean a committee of not more than five -------------------- and not fewer than two individuals appointed by Corporation in writing to administer this Plan. i. "Reduction in Position" shall occur if an Eligible Employee is: ----------------------- (1) removed as an officer or director; or (2) experiences significant decrease in managerial or supervisory authority; or (3) experiences a reduction in salary or bonus; or (4) is required by Corporation to relocate to an office more than fifty miles from his location prior to the Control Change; or (5) is reduced in the rate of his awards under any stock option plan in effect prior to the Control Change; or (6) experiences a material adverse change in his terms and conditions 3 of employment. j. "Total Disability" shall mean that the Eligible Employee is unable, ------------------ because of a physical or mental incapacity, to perform his duties as an Employee of Corporation for a period of at least six (6) continuous months and the incapacity is expected to be permanent and to continue for the remainder of the Eligible Employee's life. If, as a result of the Eligible Employee's Total Disability, the Eligible Employee shall have been absent from his duties with Corporation on a full-time basis for six (6) continuous months and he has not returned to the full-time performance of his duties within thirty (30) days of his receipt of a written notice from Corporation notifying him that he is Totally Disabled pursuant to the terms of this Plan, Corporation may terminate his employment on account of Total Disability. 2. Income Protection Benefit. In the event that an Eligible Employee (i) ------------------------- resigns; or (ii) is discharged other than because of Total Disability, death, or Misconduct; or (iii) experiences a Reduction in Position other than because of Total Disability, death, or Misconduct, within a three (3) year period beginning on the Control Change, the Eligible Employee shall have income protection benefits comprised of the following: a. A compensation benefit, payable in a single sum, equal to the number of years' Compensation set forth for each Eligible Employee in Exhibit A, as it may be modified from time-to-time. b. Provision of the same level of Fringe Benefits as existed on the date of the Control Change for a period ending three years after the Control Change including, without limitation, any plan or arrangement to receive and exercise stock options and/or stock appreciation rights, restricted stock or grants thereof in which the Eligible Employee is participating on the date of the Control Change (or plans or arrangements providing him with substantially similar benefits). c. Corporation will indemnify each Eligible Employee against any legal expenses he may incur in litigation against Corporation, any shareholder of Corporation, or any other person, to enforce or defend his rights under this Plan; further, Corporation shall indemnify, defend and hold harmless each Eligible Employee against all losses, claims, damages, costs, expenses (including attorney fees), liabilities, judgments or amounts paid in settlement (which 4 settlement shall require the prior written consent of Corporation, which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding or investigation which arises out of such person serving in his capacity as an Employee of Corporation and pertaining to any matter or fact arising, existing or occurring before the Control Change (including, without limitation, the events giving rise to the Control Change) to the full extent permitted under applicable New Mexico or federal law (including, but not limited to, Title XII of the United States Code) and the articles of incorporation and bylaws of Corporation as in effect at the time of the Control Change. Corporation will advance expenses incurred by such persons in connection with such claims to the full extent permitted by such laws, articles of incorporation and bylaws. These indemnification obligations of Corporation will continue in force for a period of five (5) years after the date on which the Control Change is effective, and will apply to any claims asserted or made within such period. Such indemnification shall not be due if an arbitrator and/or court of law, as appropriate under Section 13, determines that the Eligible Employee's position in the litigation was not reasonable and/or that the Eligible Employee did not pursue such litigation in good faith. Such arbitrator or court of law shall presume that the Eligible Employee's position in the litigation was reasonable and pursued in good faith, without regard to whether the litigation was resolved in the Eligible Employee's favor. Corporation shall use its best efforts to maintain in effect for three (3) years after a Control Change officers and directors liability insurance with respect to claims arising from facts or events which occurred before the Control Change of at least the same coverage and amounts, and containing terms and conditions no less advantageous, as the coverage provided by Corporation prior to the Control Change. d. In the event that the Eligible Employee is not fully vested under the terms of Corporation's qualified retirement plan(s), Corporation shall pay the Eligible Employee an amount equal to the Employee's non-vested accrued benefit in such plan(s), determined as of the last valuation date under such plan(s). e. Corporation will pay for out-placement services for the Eligible Employee, up to maximum of thirty percent (30%) of Compensation. 5 f. In the event that Corporation has purchased a split dollar life insurance policy on the life of an Eligible Employee, Corporation shall make a lump sum payment at the same time as the payment in (a) above. Corporation shall remit to the insurance company issuing any such policy the lesser of (i) the remaining premiums payable by Corporation on the same basis as prior to the Control Change as are required to put the policy on a "paid up" basis for the ten year period beginning on the date the policy was issued; or (ii) the maximum premium that can be prepaid without converting such policy to a modified endowment policy, in the written opinion of Corporation's tax counsel. In the event that the insurance company issuing such policy will not accept a single sum payment of the amount of Corporation's remaining premiums for the balance of the ten year period, Corporation shall pay such amount into an escrow account in the name of the Eligible Employee, and the escrow account shall pay such premiums as they become due. Such payment shall equal the discounted present value (using the applicable federal rate for obligations) of the portion of premiums that Corporation had paid prior to the Control Change. Any amounts remaining in the escrow account when all Corporation premiums have been fully paid shall be remitted to Corporation. g. In the event that the present value of the lump sum severance payments and other payments and benefits to be paid under this Section 2 either alone or together with other payments which the Eligible Employee has the right to receive from Corporation, would constitute a "parachute payment" (as defined in Internal Revenue Code Section 280G), Corporation shall pay the Eligible Employee an amount equal to all excise taxes payable by the Eligible Employee under Internal Revenue Code Section 4999. 3. Claim for Benefits. Within two (2) weeks after the Eligible Employee's ------------------ resignation, discharge or Reduction in Position following a Control Change, the Eligible Employee shall present a written claim for benefits under the Plan, specifically referring to the Plan, to the Plan Administrator. The Plan Administrator shall notify the President of Corporation, who will deliver written notice within two (2) weeks to the Plan Administrator if Corporation intends to assert that the discharge or resignation or Reduction in Position was caused by Misconduct or Total Disability. The Plan Administrator shall deliver written notice to the Eligible Employee of such dispute, and the dispute shall be resolved pursuant to the arbitration procedure 6 or litigation, as appropriate under Section 13. All such notices shall be effected by delivery in person, or by sending the notice by certified mail, return receipt requested, to Corporation at 111 Lomas Boulevard NE, Albuquerque, New Mexico 87102, or to the Eligible Employee at his last address on Corporation's records. 4. Payment of Income Protection Benefits. Corporation shall pay each ------------------------------------- Eligible Employee who is entitled to benefits under Subsection 2(a) in a single sum in cash, not later than the first day of the second month following the Eligible Employee's discharge, resignation or Reduction in Position unless Corporation has notified the Eligible Employee that there is a dispute as provided in Section 3 above. If any Eligible Employee dies while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to the Eligible Employee's estate. 5. Limitation on Payment. No payment shall be made under this Plan to the --------------------- extent such payment violates the laws of the State of New Mexico or the United States. 6. No Assignment. The right of any Eligible Employee or any other person ------------- to the payment of compensation or other benefits under this Plan shall not be assigned, alienated, transferred, pledged, hypothecated or encumbered except by will or by the laws of descent and distribution. 7. Incompetence. If the Plan Administrator finds that any person to whom ------------ any payment is payable under this Plan is unable to care for his affairs because of illness or accident, or is a minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the person's spouse, child, parent, brother or sister, or to any person deemed by the Plan Administrator to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the Plan Administrator may determine. Any such payment shall be a complete discharge of all liabilities of Corporation under this Plan. 8. No Right of Employment. Nothing contained herein confers upon any ---------------------- Eligible Employee the right to continue in the employ of Corporation at any time, nor abridges the right of an Eligible Employee to resign from the employ of Corporation, or the right of Corporation to discharge any employee at any time for any reason. 7 9. No Obligation to Mitigate Damages. No Eligible Employee shall be --------------------------------- required to mitigate damages arising from failure of Corporation to make any payment provided for under this Plan by seeking other employment, performing other services or otherwise; nor shall the amount of any payment under this Plan be reduced by any compensation earned by an Eligible Employee. 10. Other Benefit Plans. Any amounts payable under this Plan shall not be ------------------- deemed salary or other compensation to a Eligible Employee for the purpose of computing benefits to which he may be entitled under any qualified retirement plan or pension or welfare plan or other arrangement of Corporation for the benefit of its employees. 11. Action by Corporation. Any action required to be taken by Corporation --------------------- under the Plan shall be by written resolution of the Board of Directors of Corporation, the President of Corporation, or a person or persons authorized by the Board or President. 12. Corporation's Determinations Final. The records of Corporation as to ---------------------------------- any Eligible Employee's Compensation will be conclusive against all persons unless determined to Corporation's satisfaction to be incorrect. 13. Resolution of Dispute. Any and all disputes arising out of, under, in --------------------- connection with, or relating to this Plan, the breach or alleged breach of this Plan, or its enforceability, shall be settled either by litigation in the courts of the United States or the State of New Mexico or by arbitration in Albuquerque, New Mexico, such forum to be selected by the Eligible Employee, in his discretion. In the event the Eligible Employee elects to resolve disputes through arbitration, such arbitration shall be conducted before a single arbitrator under the terms set forth in this Plan and otherwise in accordance with the federal arbitration act and the Rules of the American Arbitration Association. Judgement upon an arbitration award may be entered in any court having jurisdiction of the matter. The duty to arbitrate shall survive the cancellation or termination of this Plan. a. The arbitrator shall be selected in the following manner: (1) The parties shall select an arbitrator. (2) If the parties are unable to agree on an arbitrator within thirty (30) days of the demand for arbitration, then the American Arbitration Association shall submit a list of seven individuals to the parties and the 8 arbitrator shall be selected by the parties alternately striking names from the list of seven with the Eligible Employee making the first strike. b. The arbitrator designated and acting under this Plan shall determine the controversy in accordance with the laws of the State of New Mexico and applicable federal law as applied to the facts as he finds them. c. The decision of the arbitrator shall be rendered within thirty (30) days after the hearing by the arbitrator, unless otherwise agreed to in writing by all parties, and such decision shall be in writing and in duplicate, one counterpart to be delivered to each party. d. The parties desire that, in the event the Eligible Employee elects to resolve disputes by arbitration, the enforceability of this arbitration provision and the proceedings thereunder be subject to the fullest extent possible to the provisions of the federal arbitration act. 14. Liability. No member of the Plan Administrator shall be liable to any --------- person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to his own willful misconduct or lack of good faith. 15. Entire and Binding Agreement. No agreements or representations, oral ---------------------------- or otherwise, express or implied, with respect to the subject matter hereof have been made which are not set forth expressly in this Plan. The invalidity or unenforceability of any provision of this Plan shall not effect the validity or enforceability of any other provision of this Plan, which shall remain in full force and effect. This Plan shall be binding upon and inure to the benefit of Corporation, its successors and assigns and each Eligible Employee and his heirs, executors, administrators and legal representatives. 16. Controlling Law. This Plan shall be construed in accordance with and --------------- governed by the laws of the State of New Mexico, and applicable federal law. 17. Gender and Number. The pronouns "he", "him" and "his" hereunder shall ----------------- also refer to similar pronouns of the feminine gender unless otherwise qualified by the context. 18. Amendment and Termination. This Plan (including Exhibit A) may be ------------------------- amended or terminated at any time by written resolution of the Board of Directors of First State Bancorporation, with the written consent of each Eligible Employee; notwithstanding the foregoing, Corporation may add additional Eligible Employees to Exhibit A without the consent 9 of Eligible Employees who are then listed on Exhibit A. 19. Termination of Plan. This Plan shall terminate on January 1, 2003, ------------------- unless a Control Change has occurred on or before December 31, 2002, or Corporation, by written resolution of the Board, elects to continue the Plan for one or more one year terms. IN WITNESS WHEREOF, the duly authorized officers of Corporation have executed this Plan. FIRST STATE BANCORPORATION ATTEST: By: H. Patrick Dee By: Eloy Jeantete Its Secretary Its Chairman 10 EXHIBIT ELIGIBLE EMPLOYEES AND COMPENSATION BENEFITS AS OF APRIL 1, 1996
YEARS OF COMPENSATION BENEFIT UNDER ELIGIBLE EMPLOYEE TITLE SUBSECTION 2(a) - ----------------------------------------------------------------------------------- Michael R. Stanford President and Chief Executive Officer 3 - ----------------------------------------------------------------------------------- H. Patrick Dee Executive Vice President 3 - ----------------------------------------------------------------------------------- Robert L. Chavez Senior Vice President 2 - ----------------------------------------------------------------------------------- Brian C. Reinhardt Senior Vice President 2 - ----------------------------------------------------------------------------------- Patrick G. Cahalan Senior Vice President 2 - -----------------------------------------------------------------------------------
11 EX-27 4 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 14,448,922 0 0 0 14,361,979 21,287,957 21,090,000 222,087,905 2,220,879 287,761,621 238,464,361 23,616,472 1,962,600 5,750,000 0 0 18,026,708 (58,520) 287,761,621 10,904,724 1,157,516 0 12,062,240 3,881,264 4,435,779 7,626,461 634,403 156 6,944,768 1,183,736 779,797 0 0 779,797 0.38 0.36 5.65 1,086,000 127,000 128,000 0 1,851,000 322,000 58,000 2,220,879 2,220,879 0 0
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