-----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, MfKic9BYvZjKpoHtfE1JS0k9hPa6jhIYWIv3Qta0JSqLpqhd6rxLVSIUWUmzKI+D cE2eGhUskE92R7fGmYVXCQ== 0000912057-96-030637.txt : 19970106 0000912057-96-030637.hdr.sgml : 19970106 ACCESSION NUMBER: 0000912057-96-030637 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961101 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961231 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISB FINANCIAL CORP/LA CENTRAL INDEX KEY: 0000933141 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 721280718 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25756 FILM NUMBER: 96689076 BUSINESS ADDRESS: STREET 1: 1101 E ADMIRAL DOYLE DR CITY: NEW IBERIA STATE: LA ZIP: 70560 BUSINESS PHONE: 3183652361 MAIL ADDRESS: STREET 1: 1101 EAST ADMIRAL DOYLE DR CITY: NEW IBERIA STATE: LA ZIP: 70560 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K AMENDED Pursuant to Section 13 of 15 (d) of the Securities Exchange Act of 1934 NOVEMBER 1, 1996 (Earliest Event Reported) ISB FINANCIAL CORPORATION (Exact Name of Registrant as Specified in its Charter) LOUSISIANA 0-25756 72-1280718 (State or orther jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification number)
1101 EAST ADMIRAL DOYLE DRIVE NEW IBERIA, LOUISIANA 70560 (Address of principal executive office) (318) - 365 - 2361 (Registrant's telephone number, including area code) ITEM 2. ACQUISITION OF ASSETS On October 18, 1996, ISB Financial Corporation completed its acquisition of Jefferson Bancorp, Inc. and its subsidiary, Jefferson Federal Savings Bank of Gretna, Louisiana. Jefferson Federal Savings Bank will continue to operate as a subsidiary of ISB Financial Corporation under the name of Jefferson Bank. Jefferson Bancorp, Inc. shareholders received $23.00 in cash for each share of common stock owned. In completing the acquisition, ISB Financial Corporation paid $47.0 million in cash to Jefferson Bancorp, Inc. shareholders. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS a) Financial Statements of Business Acquired. Consolidated Balance Sheet as of September 30, 1996 Consolidated Statement of Income For The Nine Months Ended September 30, 1996. b) Pro Forma Financial Information Pro Forma Combining Balance Sheet As Of September 30, 1996. Pro Forma Combining Statement of Income For The Nine Months Ended September 30, 1996. Notes to Pro Forma Combining Balance Sheet And Combining Statement of Income. SIGNATURE Pursuant to the reuqirements of the Securities Exchange Act of 1934, as amended, Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ISB FINANCIAL CORPORATION Dated: December 27, 1996 By: /s/ William M. Lahasky -------------------------- William M. Lahasky Vice President & Chief Financial Officer JEFFERSON BANCORP, INC. Consolidated Balance Sheet As of September 30, 1996 (Dollars in Thousands) ASSETS Cash and Cash Equivalents: Cash on Hand and Due from Banks $ 2,089 Interest Bearing Deposits 12,755 Investment Securities: Held to Maturity 62,977 Available for Sale, at market value 0 Mortgage-Backed Securities Held to Maturity 114,475 Loans Receivable, Net 64,208 Real Estate Owned 0 Premises and Equipment, Net 2,356 Federal Home Loan Bank Stock, at Cost 1,631 Accrued Interest Receivable, Net 2,073 Other Assets 1,306 Goodwill 0 -------- Total Assets $263,870 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $224,333 Federal Home Loan Bank Advances 0 Accrued Interest Payable on Deposits 101 Advance Payments by Borrowers for Taxes and Insurance 711 Other Liabilities 3,131 -------- Total Liabilities 228,276 -------- Stockholders' Equity: Preferred Stock 0 Common Stock 22 Paid in Capital 18,768 Retained Earnings 18,204 Unearned Common Stock Held by ESOP (684) Unearned Common Stock Held by MRP Trust (716) Treasury Stock 0 -------- Total Stockholders' Equity 35,594 Total Liabilities and Stockholders' Equity $263,870 -------- --------
JEFFERSON BANCORP, INC. Consolidated Statement of Income For The Nine Months Ended September 30, 1996 (Dollars in Thousands) Interest Income: Loans $ 3,813 Investment Securities Available for Sale 0 Investment Securities Held to Maturity 3,427 Mortgage-Backed Securities Held to Maturity 5,394 Interest-Bearing Deposits 295 ------- Total Interest Income 12,929 ------- Interest Expense: Deposits 6,583 Federal Home Loan Bank Advances 0 ------- Total Interest Expense 6,583 ------- Net Interest Income 6,346 Provision for Loan Losses (20) ------- Net Interest Income After Provision for Loan Losses 6,366 ------- Noninterest Income: Service Charges on Deposit Accounts 680 Late Charges and Other Fees on Loans 38 Dividends on FHLB Stock 69 Other Income 90 ------- Total Noninterest Income 877 ------- Noninterest Expense: Salaries and Employee Benefits 2,580 SAIF Deposit Insurance Premium 395 SAIF Special Assessment 1,483 Depreciation Expense 165 Occupancy Expense 184 Net Costs (Income) of Other Real Estate (18) Amortization of Goodwill 0 Other 1,286 ------- Total Noninterest Expense 6,075 ------- Income (Loss) Before Income Taxes 1,168 Income Taxes (Benefit) 234 ------- Net Income (Loss) $ 934 ------- -------
ISB FINANCIAL CORPORATION AND SUBSIDIARIES Unaudited Pro Forma Combining Balance Sheet As Of September 30, 1996 (Dollars in Thousands)
ISB Financial Jefferson Pro Forma Pro Forma Corporation Bancorp, Inc. Adjustments Combined ------------- ------------- ----------- --------- ASSETS Cash and Cash Equivalents: Cash on Hand and Due from Banks $ 8,489 $ 2,089 $ 10,578 Interest Bearing Deposits 41,733 12,755 (28,524) a 25,964 Investment Securities: Held to Maturity 2,215 62,977 178 c 2,215 (63,155) e Available for Sale, at market value 60,177 0 (12,171) a 111,161 63,155 e Trading Account Securities, at market value 2,722 0 (2,381) b 341 Mortgage-Backed Securities Held to Maturity 50,287 114,475 (7,702) a 156,783 (277) d Loans Receivable, Net 490,738 64,208 554,946 Real Estate Owned 938 0 938 Premises and Equipment, Net 12,361 2,356 14,717 Federal Home Loan Bank Stock, at Cost 4,116 1,631 5,747 Accrued Interest Receivable, Net 4,349 2,073 6,422 Other Assets 4,389 1,306 5,695 Goodwill 3,313 0 15,283 f 18,596 -------- -------- -------- -------- Total Assets $685,827 $263,870 $(35,594) $914,103 -------- -------- -------- -------- -------- -------- -------- -------- LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $517,146 $224,333 $741,479 Federal Home Loan Bank Advances 47,995 0 47,995 Accrued Interest Payable on Deposits 708 101 809 Advance Payments by Borrowers for Taxes and Insurance 1,303 711 2,014 Other Liabilities 6,361 3,131 9,492 -------- -------- -------- Total Liabilities 573,513 228,276 801,789 -------- -------- -------- Stockholders' Equity: Preferred Stock 0 0 0 Common Stock 7,381 22 (22) g 7,381 Paid in Capital 65,600 18,768 (18,768) g 65,600 Retained Earnings 53,333 18,204 (18,204) g 53,333 Unearned Common Stock Held by ESOP (4,791) (684) 684 g (4,791) Unearned Common Stock Held by MRP Trust (4,564) (716) 716 g (4,564) Treasury Stock (4,859) 0 (4,859) Net Unrealized Gain on Securities 214 0 214 -------- -------- -------- -------- Total Stockholders' Equity 112,314 35,594 (35,594) 112,314 -------- -------- -------- -------- Total Liabilities and Stockholders' Equity $685,827 $263,870 $(35,594) $914,103 -------- -------- -------- -------- -------- -------- -------- --------
ISB FINANCIAL CORPORATION AND SUBSIDIARIES Unaudited Pro Forma Combining Statement of Income For The Nine Months Ended September 30, 1996 (Dollars in Thousands)
ISB Financial Jefferson Pro Forma Pro Forma Corporation Bancorp, Inc. Adjustments Combined ------------- ------------- ----------- --------- Interest Income: Loans $ 28,587 $ 3,813 $ 32,400 Investment Securities Available for Sale 3,149 0 (556) h 2,593 Investment Securities Held to Maturity 62 3,427 3,489 Mortgage-Backed Securities Held to Maturity 2,440 5,394 (371) i 7,463 Interest-Bearing Deposits 2,434 295 (1,193) j 1,536 --------- ------- ------- --------- Total Interest Income 36,672 12,929 (2,120) 47,481 --------- ------- ------- --------- Interest Expense: Deposits 16,386 6,583 22,969 Federal Home Loan Bank Advances 2,331 0 2,331 --------- ------- ------- --------- Total Interest Expense 18,717 6,583 0 25,300 --------- ------- ------- --------- Net Interest Income 17,955 6,346 (2,120) 22,181 Provision for Loan Losses 44 (20) 24 --------- ------- ------- --------- Net Interest Income After Provision for Loan Losses 17,911 6,366 (2,120) 22,157 --------- ------- ------- --------- Noninterest Income: Service Charges on Deposit Accounts 1,336 680 2,016 Late Charges and Other Fees on Loans 542 38 580 Dividends on FHLB Stock 174 69 243 Other Income 640 90 730 --------- ------- ------- --------- Total Noninterest Income 2,692 877 0 3,569 --------- ------- ------- --------- Noninterest Expense: Salaries and Employee Benefits 5,870 2,580 8,450 SAIF Deposit Insurance Premium 767 395 1,162 SAIF Special Assessment 2,894 1,483 4,377 Depreciation Expense 708 165 873 Occupancy Expense 825 184 1,009 Net Costs (Income) of Other Real Estate 38 (18) 20 Amortization of Goodwill 98 0 1,343 k 1,441 Other 3,935 1,286 5,221 --------- ------- ------- --------- Total Noninterest Expense 15,135 6,075 1,343 22,553 --------- ------- ------- --------- Income (Loss) Before Income Taxes 5,468 1,168 (3,463) 3,173 Income Taxes (Benefit) 2,028 234 (806) l 1,456 --------- ------- ------- --------- Net Income (Loss) $3,440 $934 ($2,657) $1,717 --------- ------- ------- --------- --------- ------- ------- --------- Net Income (Loss) per Common Share $0.50 $0.26 ----- ----- ----- ----- Weighted Average Shares Outstanding 6,649,352 6,649,352 --------- ------- ------- --------- --------- ------- ------- ---------
ISB FINANCIAL CORPORATION AND SUBSIDIARIES Notes To Pro Forma Combining Balance Sheet And Combining Statement of Income a) The consideration paid to purchase the outstanding shares of Jefferson Bancorp, Inc. by ISB Financial Corporation was in the form of cash. Investment securities available for sale and mortgage-backed securities were liquidated to to provide $19.9 million of the $47.0 million of cash required to purchase Jefferson Bancorp's outstanding common stock. The remainder of the consideration of $27.2 million came from interest bearing deposits. In addition, $1.4 million of interest bearing deposits were used to fund expenses of the acquisition transaction. b) ISB Financial Corporation previously owned 105,000 shares of Jefferson Bancorp, Inc. common stock. These shares were effectively canceled when the transaction was completed. c) Investment securities held to maturity were valued at fair market value as of the date of the transaction. d) Mortgage-backed securities were valued at fair market value as of the date of the transaction. e) Investment securities held to maturity were reclassified as investment securities available for sale. f) Intangibles representing the purchase price over net assets acquired of approximately $15.3 million were recorded. A portion of the intangibles represents core deposit intangibles and the remainder represents goodwill. g) The equity section of Jefferson Bancorp, Inc. was eliminated as this transaction was accounted for using the purchase method. h) Reflects the elimination of interest income on interest bearing deposits based on an average yield of 5.56% for the nine months ended September 30, 1996. i) Reflects the elimination of interest income on investments available for sale based on an average yield of 6.09% for the nine months ended September 30, 1996. j) Reflects the elimination of interest income on mortgage-backed securities based on an average yield of 6.43% for the nine months ended September 30, 1996. k) Reflects the amortization of core deposit intangibles and goodwill. Core deposit intangibles are amortized over 8 years using the sum of the quarters digits method and goodwill is amortized over 25 years using the straight line method. l) Reflects the income tax benefit due to reduced net interest income. An effective tax rate of 38% was used. The amortization of core deposit intangibles and goodwill are not deductible for tax purposes. SIGNATURE Pursuant to the reuqirements of the Securities Exchange Act of 1934, as amended, Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ISB FINANCIAL CORPORATION Dated: December 27, 1996 By: /s/ William M. Lahasky -------------------------- William M. Lahasky Vice President & Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----