Arthur T. Roth Paul E. Prosswimmer William B. Lewis, Jr. Harold V. Gleason John Sadlik James G. Smith Patrick J. Clifford John J. Gibson Sidney S. Hein Leo Laibach (a) Randall J. LeBoeuf, Jr. Herbert Mirschel Paul E. Prosswimmer Arthur T. Roth Robert Simon William J. Sullivan (b) Philip P. Weisberg OFFICERS Chairman of the Board and Chief Executive Officer President Executive Vice President Administrative Vice President and Cashier Senior Vice President Senior Vice President Senior Vice President Vice President and Comptroller BOARD OF DIRECTORS Executive Vice President Vice President and General Counsel of Hein, Bradie, Waters & Klein, Attorneys LeBoeuf, Lamb & Leiby, Attorneys Vice President for Business and Finance of President Chairman of the Board and Chief Executive Retired President of Liberty Aircraft Sullivan, Scholly and Thorp, Attorneys (a) Mr. Laibach received $4,200 for real estate committee appraisal fees in 1961. (b) The law firm of Sullivan, Scholly and Thorp received $31,370 in 1961 as a retainer and for miscellaneous legal services. STAFF The Bank employs approximately 1,250 persons. Employee pension, profit-sharing, group life, educational and other benefits are provided. CAPITALIZATION The capital funds of the Bank as of June 30, 1962, and as adjusted to reflect the transfer and lease of properties on August 30, 1962 and the proposed sale of 200,000 shares of $100 par value Preferred Stock are shown below: 4.60% Cumulative Preferred Stock, $100 par value, 200,000 shares... Common Stock, par value $5 per share, 3,519,000 shares... Surplus Undivided Profits Total Capital Funds.. Reserve for Possible Loan Losses... (a) Reflects the transaction described below under "Transfer and Lease Transaction with Affiliated Corporation". Based on the above adjusted capitalization, the book value of the Common Stock of the Bank would be $17.86 per share excluding the reserve for possible loan losses and $22.32 per share including such reserve. Transfer and Lease Transaction with Affiliated Corporation On August 30, 1962, the Bank concluded a financing transaction pursuant to which the Bank transferred 17 of its banking properties to an affiliated corporation (whose stock the Bank has an option to purchase at any time) and received therefor a cash consideration which, net of expenses, represented a gain of approximately $5,900,000 to the Bank. Of such gain, $3,000,000 was added to surplus and the balance to undivided profits. The affiliated corporation borrowed $15,861,000 from institutional investors secured by a mortgage on the properties, the lien of which is subject and subordinate to the Bank's lease of the properties. The Bank has leased back the properties from the affiliated corporation for a term of 25 years, at annual rental payments (in addition to all taxes and other expenses incident to maintenance and operation) equal to the amortization and interest requirements of the loans (approximately $1,000,000 per year), with 10 five-year renewal options at reduced rentals, and the right under certain conditions to repurchase properties and to make pro-rata payments of the mortgage debt. At the request of the Bank, the Commissioner of Internal Revenue has ruled that the substance of the transaction is a financing by the Bank and that in practical effect, for Federal tax purposes, the Bank will continue to be considered the owner of the properties. The aggregate annual rental presently payable by the Bank under leases of properties, other than those referred to above, is approximately $200,000. RECORD OF GROWTH The following is a summary of significant items from the Bank's Statement of Condition for the indicated years ended December 31, and the interim Statement of Condition for the six months ended June 30, 1962: Total $1,019,494 100.0 $993,595 100.0 $904,818 100.0 $801,674 100.0 $669,565 100.0 $626,477 100.0 $517,080 100.0 (a) Adjusted to reflect the transaction described herein under "Transfer and Lease Transaction with Affiliated Corporation". (b) Includes the $20,000,000 issue of Preferred Stock. (c) Credits to this Reserve have been deducted for Federal income tax purposes; accordingly, any transfers to Undivided Profits from this Reserve would be includible in taxable income. Note: All figures rounded to nearest thousand dollars. 000 omitted Income on Loans.. Total Operating Income. Interest on Deposits. Other Operating Expenses. Total Operating Expenses.. Net Operating Income Before Taxes.. Net Operating Earnings. 6/30/62(a) % 6/30/61 % $15,989 68.5 $13,783 71.1 4,085 17.5 2,924 15.1 13.8 1959 % 6/30/62(a) 6/30/61 1961 1960 1959 1958 1957 $33,681 $20,650 $21,272 $20,630 $18,915 * New accounting procedure instituted in 1959 applied to years 1957-1958 for comparative purposes. (a) Before giving effect to the issue of Preferred Stock or to the transaction described herein under "Transfer and Lease Transaction with Affiliated Corporation". Note: All figures rounded to nearest thousand dollars. |