Item 1. Description of Business - ------- -----------------------
General
Iroquois Bancorp, Inc. (the "Company"), a New York corporation, is a bank holding company that operates two wholly-owned financial institution subsidiaries: Cayuga Bank, a New York state-chartered commercial bank and trust company with its principal offices located in Auburn, New York and The Homestead Savings FA ("Homestead Savings"), a federally chartered savings association with its principal offices located in Utica, New York. Cayuga Bank and Homestead Savings are sometimes referred to herein as the "member banks."
Description of business
The Company, through its member banks and their respective subsidiaries (collectively, the "Subsidiaries"), is engaged solely in the business of providing financial services to consumers and businesses. The Company caters to the particular needs of its market areas through the Subsidiaries, offering a broad range of financial products and services. Loan products offered by the Company include mortgages, home equity loans and lines of credit, consumer installment loans, credit cards, student loans, and commercial loans; deposit products include savings, checking and time deposits, money market accounts, a range of deposits for municipalities or other public corporations, and mortgage escrow accounts. The Company also provides insurance agency services, investment brokerage services, trust services and safe deposit facilities.
The business of the Company is more fully described in Management's Discussion and Analysis at pages 7 through 24 of the Company's Annual Report to Shareholders for the fiscal year ended December 31, 1999 (the "1999 Annual Report to Shareholders"), incorporated herein by reference to Exhibit (13) hereto.
Market Area
The Company's market area primarily covers the Central New York counties of Cayuga, Oswego and Oneida. Cayuga and Oswego counties are part of the Syracuse MSA, which also includes Onondaga and Madison counties. Oneida County is part of the Utica MSA, which also includes Herkimer County. The Company's residential mortgage lending extends to Monroe County, part of the Rochester MSA, and parts of Seneca and Onondaga counties through a broker network, as well as to Old Forge and Lake Placid, NY, through loan production offices.
A recent estimate by the U.S. Census Bureau shows the Cayuga County population declined by 1.3% or 1,049 people between 1990 and 1998. Oneida County led the state in population decline from 1990 to 1998 with 8.1%, or 20,208 people leaving the county. Oswego County showed a modest gain of 1.8% or 2,221 people. The Syracuse MSA declined by 1.0%, or 7,597 people during the same period.
The percentage of population over age 60 increased by 3% for Cayuga County, and 6% for both Oswego and Oneida counties from the period 1980 to 1990. Nearly one-third of the total population in these counties exceeds 60 years of age. These statistics seem to follow a national trend of people living longer. The Company intends to focus on this market segment with products and services designed to
accommodate an older population. These include relationship accounts, trust and investment services, and products for meeting housing needs of the elderly through innovative mortgage programs.
In 1999, the Central New York economy slowed. Total nonagricultural employment in the Syracuse MSA increased just 0.6%, compared to a national average of 2.4%. Service sector jobs grew the most, adding 1,200. Government was second increasing by 800 jobs. Manufacturing lost 200 jobs after good gains in 1998. Most other industry groupings showed little growth or small declines.
The unemployment rate for the Syracuse MSA was 4.3% for December 1999 up from 3.6% a year earlier. The unemployment rate for New York State for December 1999 was 4.5% while the national rate was 4.1%. The December year over year unemployment rate for Cayuga County increased from 5.2% in 1998 to 5.4% in 1999. Oneida County remained at 3.8% while Oswego County increased from 5.6% to 6.9% The unemployment rate for the Rochester MSA increased from 3.6% to 4.0%, and the Utica MSA increased from 4.1% to 4.2%.
The Central New York housing market remained strong during 1999. Sales in the Syracuse MSA were 15.5% higher than 1998 while the median sales price increased 8.1%. Nationally, sales were up 5.9% with an increase in the median sales price of 3.6%. The backlog of unsold homes continued to decline in the Company's primary market areas. The Rochester area housing market also remained strong during 1999. Home sales in most areas slowed with the rise in interest rates through the fourth quarter of the year.
Competition
Because the primary business of the Company is the ongoing business of its Subsidiaries, the competitive conditions faced by the Company are primarily those of the member banks as financial institutions in their respective geographic markets. Within their respective market areas, the member banks encounter intense competition from other financial institutions offering comparable products. These competitors include commercial banks, savings banks, savings and loan associations, and credit unions. Competition for the broader range of financial services provided by the Subsidiaries also comes from non- banking entities such as personal loan companies, sales finance companies, leasing companies, securities brokers and dealers, insurance companies, mortgage companies, and money market and mutual fund companies. It is expected that competition will intensify with financial modernization, the redeployment of technology dollars from Y2K concerns to new product and delivery technologies, and investor expectations for growth.
To differentiate itself from the competition in its market areas, the Company places strong emphasis on providing customers with highly personalized service and products tailored to the needs of its retail and commercial customers. The Subsidiaries also utilize personal sales calls, convenient hours and locations, and relationship-based products and services to enhance customer retention and loyalty.
In addition to competition for financial services, the Company itself faces competition for acquisition of other banking institutions or their branches. Numerous banks and financial institutions in the Company's market areas are pursuing acquisition strategies and have formed holding companies for the same reasons as the Company. As merger and acquisition activity has reduced the number of bank competitors, community banks from contiguous areas are entering the primary market areas of the subsidiaries with denovo branch banking offices.
Statistical Disclosure by Bank Holding Companies
I. Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates and Interest Differential
Information required by this section of Securities Act Industry Guide 3, or Exchange Act Industry Guide 3 (Guide 3), is presented in the Registrant's 1999 Annual Report to Shareholders in Management's Discussion and Analysis on page 9 in Table 1 - Net Interest Income Analysis, and on page 10 in Table 2 - Rate/Volume Analysis, which Tables 1 and 2 are incorporated herein by reference.
II. Investment Portfolio
Information required by this section of Guide 3 is presented in the Registrant's 1999 Annual Report to Shareholders in Management's Discussion and Analysis on page 17 in Table 6 - Securities and on page 18 in Table 7 - Maturity Schedule of Securities, which Tables 6 and 7 are incorporated herein by reference.
III. Loan Portfolio
A. Composition of Loan Portfolio
Information required by this section of Guide 3 is presented in the Registrant's 1999 Annual Report to Shareholders in Management's Discussion and Analysis on page 12 in Table 3 - Summary of the Loan Portfolio, which Table 3 is incorporated herein by reference.
B. Maturities and Sensitivities of Loans to Changes in Interest Rates
Information required by this section of Guide 3 is presented in Registrant's 1999 Annual Report to Shareholders in Management's Discussion and Analysis on page 13 in the table entitled Selected Loan Maturity and Interest Rate Sensitivity, which Table is incorporated herein by reference.
C. 1. Risk Elements
Information required by this section of Guide 3 is presented in the Registrant's 1999 Annual Report to Shareholders in Management's Discussion and Analysis on page 16 in Table 5 - Summary of Nonperforming Assets, which Table 5 is incorporated herein by reference.
2. Potential Problem Loans
Information required by this section of Guide 3 is presented in the Registrant's 1999 Annual Report to Shareholders in Management's Discussion and Analysis on pages 16 and 17, in the discussion under the caption Nonperforming Assets, which discussion is incorporated herein by reference.
3. Foreign Outstandings
The Company does not make loans to foreign companies and, at December 31, 1999, 1998 and 1997, there were no foreign loans outstanding.
4. Loan Concentrations
Information required by this section of Guide 3 is presented in the Registrant's 1999 Annual Report to Shareholders on page 44 in note (16) of the Notes to Consolidated Financial Statements relating to Commitments and Contingencies, which note (16) is incorporated herein by reference.
IV. Summary of Loan Loss Experience
A. Analysis of the Allowance for Loan Losses
Information required by this section of Guide 3 is presented in the Registrant's 1999 Annual Report to Shareholders in Management's Discussion and Analysis on page 15 in Table 4 - Allowance for Loan Losses, in the discussion on pages 14 to 16 under the caption Allowance for Loan Losses and in the discussion on pages 16 and 17 under the caption Nonperforming Assets, which Table 4 and which discussions are incorporated herein by reference.
B. Allocation of the Allowance for Loan Losses
Information required by this section of Guide 3 is presented in the Registrant's 1999 Annual Report to Shareholders in Management's Discussion and Analysis on page 15 in that portion of Table 4 - Allowance for Loan Losses under the separate table heading Allocation of Allowance for Loan Losses at December 31, which portion of Table 4 is incorporated herein by reference.
V. Deposits
Information required by this section of Guide 3 is presented in the Registrant's 1999 Annual Report to Shareholders in Management's Discussion and Analysis on page 9 in Table 1 - Net Interest Income Analysis, on page 19 in Table 8 - Deposits and on page 19 in Table 9 - Maturities of Time Deposits - $100,000 and Over, which Tables 1, 8 and 9 are incorporated herein by reference.
VI. Return on Equity and Assets
Information required by this section of Guide 3 is presented in the Registrant's 1999 Annual Report to Shareholders on page 6 in the table entitled Selected Consolidated Financial Data, which Table is incorporated herein by reference.
VII. Short-Term Borrowings
Information required by this section of Guide 3 is presented in the Registrant's 1999 Annual Report to Shareholders on pages 37 and 38 in note (7) of the Notes to Consolidated Financial
Statements relating to Borrowings, in that portion of the table therein on information related to the Federal Home Loan Bank Line of Credit at December 31, 1999 and 1998 and in the discussion therein under the caption Borrowings, which tabular information and discussions are incorporated herein by reference.
Employees
At December 31, 1999, the Company and its Subsidiaries had 171 full-time and 30 part-time employees. The Company and its Subsidiaries provide a variety of benefit programs including group life, health, accident and other insurance benefits, and retirement and stock ownership plans.
Regulation and Supervision
The earnings of the member banks, and therefore the earnings of the Company, are affected by policies of regulatory authorities, most significantly the Board of Governors of the Federal Reserve System (the "FRB") which implements policies to influence interest rates and the supply of money and credit in the banking system. The FRB's monetary policies strongly influence the behavior of interest rates and can have a significant effect on the operating results of banks, primarily through the FRB's policies that have a direct impact on interest rates. The effects of various FRB policies on future business and earnings of the Company cannot be predicted, nor can the nature or extent of any effects of possible future governmental controls, legislative or regulatory changes that may be implemented by the FRB or any of the other regulatory agencies with jurisdiction over the Company or its Subsidiaries.
As sole shareholder of Cayuga Bank, under federal law the Company is a bank holding company subject to the jurisdiction of the FRB. The Company also falls within the definition of a thrift holding company as sole shareholder of Homestead Savings, under the jurisdiction of the Office of Thrift Supervision ("OTS"). Under the provisions of the Economic Growth and Regulatory Paperwork Reduction Act of 1996 ("EGRPRA"), the OTS adopted rules applicable to holding companies that qualify as both a bank and thrift holding company, and the OTS no longer supervises a holding company that controls both a bank and a savings association if it is registered with the FRB. Accordingly, under federal law, the Company files all reports with and is subject to regulation, examination, and supervision solely by the FRB even though it continues to own a savings association. OTS, however, continues to be the primary regulatory authority for Homestead Savings, the Company's wholly-owned savings association subsidiary.
The Company also has been and continues to be a bank holding company for purposes of state law and, as such, is subject to regulation, examination, and supervision by the New York State Banking Department.
Cayuga Bank operates as a commercial bank, chartered as a New York State trust company, and is subject to regulation, supervision and examination by the New York State Banking Department as its primary regulatory authority and by the Federal Deposit Insurance Corporation ("FDIC"). Homestead Savings is subject to regulation, supervision and examination by the OTS as its primary regulatory authority. Cayuga Bank's deposits are insured by the FDIC Bank Insurance Fund ("BIF") and Homestead Savings' deposits are insured by the FDIC Savings Association Insurance Fund ("SAIF"). Each of the financial institutions is subject to assessment of insurance premiums as the FDIC may require from time to time to assure that the BIF and SAIF have adequate reserves. During the last year, Cayuga Bank, as a well-capitalized institution insured by BIF, paid an assessment of $0.012 per $100 of qualifying deposits and Homestead Savings, as a well-capitalized SAIF-insured institution, paid $0.06 per $100 of qualifying deposits. FDIC deposit insurance coverage under the respective BIF and SAIF is generally in amounts up
to $100,000 per depositor. The FDIC has the power to terminate insured status or to suspend it temporarily under special conditions.
The FRB has adopted minimum capital ratios and guidelines for assessing the adequacy of capital of bank holding companies. The minimum capital ratios consist of a risk-based measure, a leverage ratio and a Tier 1 leverage ratio. Under the risk-based measure, a bank holding company must have a minimum ratio of qualifying total capital to risk-weighted assets equal to 8%, of which at least 4% must be in the form of Tier 1 capital. Qualifying total capital is calculated by adding Tier 1 capital and Tier 2 capital. The risk-based capital ratio, calculated by dividing qualifying capital by risk-weighted assets, also incorporates capital charges for certain market risks. The leverage measure of capital is based on two components, a minimum level of primary capital to total assets of 5.5% and a minimum level of total capital to total assets of 6.0%. The Tier 1 leverage ratio requires the ratio of Tier 1 capital to total assets be at least 3%, for strong bank holding companies and those that have implemented a risk-based capital measurement that includes market risk factors. All other holding companies must have a minimum 4% Tier 1 leverage ratio, and an even higher ratio may be imposed on weaker organizations. At December 31, 1999, the Company's capital ratios were in excess of the minimum requirements.
The FRB also places bank holding companies into various categories based upon these measures of capital adequacy, of which the highest level is "well capitalized." A bank holding company is considered well capitalized if it maintains a risk-based capital ratio of 10% or greater and a Tier 1 risk-based capital ratio of 6% or greater, and if the bank holding company is not subject to any written agreement, order or similar directive issued by FRB for maintaining capital levels. Under EGRPRA, a bank holding company that is deemed to be well-capitalized may engage in permissible non-banking activities without prior approval from the FRB. Based on the Company's calculation of its capital ratios, the Company qualifies as a well capitalized bank holding company.
Both of the financial institution subsidiaries of the Company are also subject to specific capital requirements of their respective regulators. Cayuga Bank is subject to FDIC guidelines which require Tier 1 capital of at least 3% of total assets, and 1% to 2% higher depending upon the bank's financial condition and growth strategy. The FDIC risk-based capital guidelines require that the ratio of total capital to risk-weighted assets must be at least 8%, with a minimum of 4% in Tier 1 capital. Homestead Savings is subject to the capital adequacy guidelines of the OTS, which require tangible capital of at least 1.5% of total assets, core capital of at least 3% of total assets, and minimum risk-based capital of 8% of risk-weighted assets. Both subsidiaries have in excess of these capital requirements.
For supervisory purposes, each of the federal bank regulatory agencies have promulgated regulations establishing five categories, ranging from well- capitalized to critically under-capitalized, depending upon the institution's capital and other factors. Capital adequacy provisions that apply to both Cayuga Bank and Homestead Savings under guidelines adopted by all federal banking regulatory agencies also require market risk measures to be included in risk-based capital standards.
The Riegle-Neal Interstate Banking Efficiency Act of 1994 permits bank holding companies and banks to engage in transactions involving interstate acquisitions and mergers if the holding company and banking institution are adequately capitalized and managed. The FRB imposes restrictions, however, on the acquisition by the Company of more than 5% of the voting shares of any bank or other bank holding company. The extent to and terms on which full interstate branching and certain other actions authorized under the Riegle-Neal Act are implemented will depend on the actions of entities other than the Company and its member banks, including the legislatures of the various states. Further developments by state and federal authorities, including legislation, with respect to matters covered by the Riegle-Neal Act reasonably can be anticipated to occur in the future.
Under the Community Reinvestment Act of 1977 ("CRA"), the federal regulatory agencies are required to assess whether the holding company or institutions are meeting the credit needs of the communities served. All bank regulatory agencies take CRA ratings into consideration in connection with any application for mergers or consolidations, including applications for acquiring branch offices of operating institutions. New York State Banking Department regulations impose similar requirements with respect to the CRA.
Cayuga Bank and Homestead Savings are also subject to certain FRB regulations for the maintenance of reserves in cash or in non-interest bearing accounts, the effect of which is to increase their cost of funds. Cayuga Bank is also subject to comprehensive New York state regulation, including limitations on the amount of dividends that may be paid to Iroquois as its sole shareholder.
On November 12, 1999, the Gramm-Leach-Bliley Act, (the "GLB Act") of 1999 was signed into law. The GLB Act represents a sweeping reform of financial services regulation and permits the creation of new financial services holding companies that can offer a full range of financial products pursuant to regulatory reform based on functional regulation financial services. The legislation eliminates the legal barrier to affiliations among banks and securities firms, insurance companies, and other financial service companies and provides financial organizations with flexibility in structuring these new affiliations while preserving appropriate safeguards through regulation.
Under the GLB Act, the Federal Reserve Board remains the primary supervisor for holding companies and implements a system of functional regulation intended to utilize the strengths of various federal and state regulators. A key feature of the GLB Act is the establishment of a minimum federal standard for financial privacy pursuant to which all financial institutions must maintain a written privacy policy that is disclosed to all customers at the time a customer relationship is established and not less than annually to all customers of the institution. The GLB Act provides for regulation of bank securities activities, eliminating the blanket exemption previously granted to banks from the definition of "broker" and imposes, instead, limited exemptions to enable banks to continue to perform some of the traditional bank securities activities without registration as a broker. The Act also amends federal securities laws to include banks within the general definition of dealer and eliminates the exclusion of banks from the definition of investment advisor.
Because the legislation is so very new and the changes are radical, the Company cannot yet determine how it will be affected by the GLB Act. To date, the Company's bank subsidiaries have adopted a financial privacy policy for disclosure to their customers and the Company is considering whether it would be advantageous to implement any new products or services and whether any corporate restructuring for financial services activities of its subsidiaries will be appropriate.
Item 2.
Item 2. Properties - ------- ----------
The Company's properties are all located in central New York State. Six banking office facilities are utilized by Cayuga Bank: three in Auburn, one in Weedsport, one in Moravia, and one in Lacona, all of which are owned. The Company has one office in Utica, one office in New Hartford, one office in Waterville, and one office in Clinton, that are all owned and utilized as banking offices by Homestead Savings. The Company is presently constructing a banking office in Rome, New York for use by Homestead Savings. Until its completion, the Company is also leasing banking office space in the Mohawk Acre Shopping Plaza in Rome, New York. All of these properties are in generally good condition and appropriate for their intended use.
Item 3.
Item 3. Legal Proceedings - ------- -----------------
The Company is not involved in any pending legal proceedings, other than routine legal proceedings undertaken in the ordinary course of business or legal proceedings that, in the opinion of the management after consultation with counsel, if determined adversely, would not have a material effect on the consolidated financial condition or results of operations of the Company.
Item 4.
Item 4. Submission of Matters to a Vote of Stockholders - ------- -----------------------------------------------
NONE
* * * * * * * * * * *
EXECUTIVE OFFICERS OF THE REGISTRANT ------------------------------------
All of the foregoing executive officers except Mr. Bantle were elected by the Company's board of directors at its first board meeting in January for the fiscal year. Mr. Bantle, who was hired in June 1999, was elected by the Company's board of directors at its July meeting. Each such executive officer was so elected to serve the Company, in addition to the officer's primary duties as an executive officer of Cayuga Bank or Homestead Savings, for a term of one year and until his or her successor is duly elected and qualified at the first meeting of the board of directors held in January of each fiscal year.
Richard D. Callahan, President and Chief Executive Officer, joined both the Company and Cayuga Bank in 1994. Prior to that time, he was Regional Executive Vice President, Regional President, and Senior Executive Vice President of Operations and Marketing, in that order, for Marine Midland Bank from 1983 to 1993, after 18 years of prior banking experience.
Robert B. Bantle, Senior Vice President, joined Cayuga Bank in June 1999. From 1992 until that time, he was Senior Vice President - Community Banking for First National Bank of Rochester. Prior to joining First National, he served for three years with Central Trust Company of Rochester as Senior Vice President - Human Resources & Quality and for fifteen years with Fleet Bank and its predecessors in human resources, retail banking, and strategic planning.
Marianne R. O'Connor, Treasurer and Chief Financial Officer, joined Cayuga Bank as manager of the Loan Servicing Department in 1979, subsequently served as Assistant Comptroller, and was promoted to Treasurer in 1985 and to Chief Financial Officer in 1988.
W. Anthony Shay, Jr., Vice President-Operations, joined Cayuga Bank in February, 1995 as Vice President. Prior to that time, he was Senior Vice President Operations Support, Senior Vice President Processing Services Group, Senior Vice President and Regional Executive, and held other various positions with Marine Midland Bank from 1964 to 1994.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters - ------- ---------------------------------------------------------------------
Reference is made to the information on page 47 of the Company's 1999 Annual Report to Shareholders, incorporated herein by reference to Exhibit (13) hereto.
Item 6.
Item 6. Selected Financial Data - ------- -----------------------
Reference is made to Selected Consolidated Financial Data on page 6 of the Company's 1999 Annual Report to Shareholders, incorporated herein by reference to Exhibit (13) hereto.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and - ------- --------------------------------------------------------------- Results of Operations ---------------------
Reference is made to Management's Discussion and Analysis in the Company's 1999 Annual Report to Shareholders on pages 7 through 24 thereof, incorporated herein by reference to Exhibit (13) hereto.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk - -------- ----------------------------------------------------------
Reference is made to the discussion under the caption Market Risk and Interest Rate Risk Management on pages 21 through 23 and to Table 10 - Net Portfolio Value Analysis on page 22 and Table 11 - Interest Rate Sensitivity Table on page 23 of Management's Discussion and Analysis in the Company's 1999 Annual Report to Shareholders, which discussion and Tables 10 and 11 are incorporated herein by reference to Exhibit (13) hereto.
Item 8.
Item 8. Financial Statements and Supplementary Data - ------- -------------------------------------------
The consolidated financial statements of the Company, together with the report thereon of its independent auditors, included in the 1999 Annual Report to Shareholders on pages 26 through 46 thereof, along with the Unaudited Summarized Quarterly Financial Information on page 47 thereof, are incorporated herein by reference to Exhibit (13) hereto. The financial statements of the Iroquois Bancorp 401(k) Savings Plan, together with the report thereon of its independent auditors, as required by Rule 15d-21 pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, are incorporated herein by reference to Exhibit (99) hereto.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and - ------- --------------------------------------------------------------- Financial Disclosure --------------------
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant - -------- --------------------------------------------------
(a) Identification of directors.
Reference is made to pages 4 and 5 under the caption ELECTION OF DIRECTORS in the Company's Definitive Proxy Statement relating to its Annual Meeting of Shareholders to be held on April 27, 2000 (the "Proxy Statement"), incorporated herein by reference.
(b) Identification of executive officers.
The information pertaining to the Company's executive officers is included in Part I of this Annual Report on Form 10-K following Item 4 hereof as permitted by Instruction 3 to Item 401(b) of Regulation S-K.
(c) Family relationships.
There are no family relationships between any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Officers of the Company serve for a term of office from the date of election to the next annual meeting of the board of directors and until their respective successors are elected and qualified, except in the case of death, resignation, or removal. There are no arrangements or understandings with any other person pursuant to which any director or executive officer was elected to such position.
(d) Compliance with Section 16(a) of the Exchange Act
Reference is made to the information under the caption COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 in the Company's Proxy Statement on page 4 thereof, incorporated herein by reference.
Item 11.
Item 11. Executive Compensation - -------- ----------------------
Reference is made to the information under the caption EXECUTIVE COMPENSATION on pages 7 through 14 of the Company's Proxy Statement, incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management - -------- --------------------------------------------------------------
Reference is made to the information under the caption STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT on pages 2 and 3 of the Company's Proxy Statement, incorporated herein by reference. There are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may, at a subsequent date, result in a change of control of the Company.
Item 13.
Item 13. Certain Relationships and Related Transactions - -------- ----------------------------------------------
Reference is made to the information under the caption CERTAIN TRANSACTIONS on page 15 of the Company's Proxy Statement, incorporated herein by reference.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K - -------- ----------------------------------------------------------------
(a) (1) Financial Statements and Report of Independent Auditors. The ------------------------------------------------------- following consolidated financial statements and reports of the Company are incorporated in this Annual Report on Form 10-K by reference to the 1999 Annual Report to Shareholders annexed hereto as Exhibit (13):
Report of Independent Auditors.
Consolidated Balance Sheets as of December 31, 1999 and 1998.
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 1999.
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 1999.
Consolidated Statements of Shareholders' Equity and Comprehensive Income for each of the years in the three-year period ended December 31, 1999.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules. All financial statement schedules ----------------------------- have been omitted as they are not applicable, not required, or the information is included in the consolidated financial statements or notes thereto.
(3) Exhibits. The following exhibits are filed herewith or have been -------- previously filed with the Securities and Exchange Commission, as noted, and numbered in accordance with Item 601 of Regulation S- K:
Number Description ------ -----------
3(A)(I) Restated Certificate of Incorporation of Registrant, incorporated by reference to the Registrant's Registration Statement on Form 8-A (No. 0-18301), filed with the Commission on November 12, 1991, wherein such exhibit is designated Exhibit 2(I)(2)(a).
3(A)(II) Certificate of Amendment of the Certificate of Incorporation of Registrant, incorporated by references to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, filed with the Commission on November 7, 1996, wherein such exhibit was designated Exhibit 3.1.
3(B) Bylaws of Registrant, incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, filed with the Commission on November 13, 1995, wherein such exhibit is designated Exhibit 3(ii).
***********
Compensatory Plans or Arrangements
10(A) Employment Agreement with Richard D. Callahan, incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, filed with the Commission on May 14, 1997, wherein such exhibit is designated 10(A).
10(B) Employment Agreement with Marianne R. O'Connor, incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, filed with the Commission on May 14, 1997, wherein such exhibit is designated 10(C).
10(C) Employment Agreement with Robert B. Bantle, incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, filed with the Commission on August 12, 1999, wherein such exhibit is designated 10(L).
10(D) Employment Agreement with Henry M. O'Reilly, incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, filed with the Commission on May 14, 1997, wherein such exhibit is designated 10(E).
10(E) Employment Agreement with W. Anthony Shay, Jr., incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, filed with the Commission on May 14, 1997, wherein such exhibit is designated Exhibit 10(D).
10(F) Amended and Restated 1988 Stock Option Plan, incorporated by reference to Registrant's Registration Statement on Form S-8 (No. 33-94214), filed with the Commission on June 29, 1995, wherein such exhibit is designated Exhibit 99.
10(G) Amended & Restated 1996 Stock Option Plan, incorporated by reference to Registrant's Amendment No. 1 to Registration Statement on Form S-8 (No.333-10063), filed with the Commission on February 2, 2000, wherein such exhibit is designated Exhibit 99.
10(H) Stock Purchase Incentive Program, incorporated by reference to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed with the Commission on March 27, 1997, wherein such exhibit is designated Exhibit 10(I).
10(I) Description of Iroquois Bancorp, Inc. Annual Management Incentive Plan, incorporated by reference to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed with the Commission on March 26, 1999, wherein such exhibit is designated Exhibit 10(I).
10(J) Incentive and Advance Agreement with Robert B. Bantle, incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, filed with the Commission on August 12, 1999, wherein such exhibit is designated 10(M).
************
13 Annual Report to Shareholders for Fiscal Year Ended December 31, 1999.
21 List of Subsidiaries.
23(A) Consent of KPMG LLP with respect to the Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
23(B) Consent of The Fagliarone Group P.C. with respect to Exhibit 99 of the Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
24 Power of Attorney, included with the Signature Page of this Annual Report on Form 10-K.
27 Financial Data Schedule
99 Iroquois Bancorp, Inc. 401(k) Savings Plan Financial Statements and Schedules for the fiscal years ended December 31, 1999 and 1998, together with Independent Auditors' Report Thereon of The Fagliarone Group P.C. for the years ended December 31, 1999 and 1998.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 in the City of Auburn, County of Cayuga, and State of New York on March 9, 2000.
IROQUOIS BANCORP, INC.
By: /s/Richard D. Callahan -------------------------------------- Richard D. Callahan President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Richard D. Callahan and/or Marianne R. O'Connor his true and lawful attorney-in-fact and agent with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K and Power of Attorney have been signed below by the following persons in the capacities and on the dates indicated:
EXHIBIT INDEX
Number Description - ------ -----------
3(A)(I) Restated Certificate of Incorporation of Registrant, incorporated by reference to the Registrant's Registration Statement on Form 8-A (No. 0-18301), filed with the Commission on November 12, 1991, wherein such exhibit is designated Exhibit 2(I)(2)(a).
3(A)(II) Certificate of Amendment of the Certificate of Incorporation of Registrant, incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, filed with the Commission on November 7, 1996, wherein such exhibit was designated Exhibit 3.1.
3(B) Bylaws of Registrant, incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, filed with the Commission on November 13, 1995, wherein such exhibit is designated Exhibit 3(ii).
***********
Compensatory Plans or Arrangements
10(A) Employment Agreement with Richard D. Callahan, incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, filed with the Commission on May 14, 1997, wherein such exhibit is designated 10(A).
10(B) Employment Agreement with Marianne R. O'Connor, incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, filed with the Commission on May 14, 1997, wherein such exhibit is designated 10(C).
10(C) Employment Agreement with Robert B. Bantle, incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, filed with the Commission on August 12, 1999, wherein such exhibit is designated 10(L).
10(D) Employment Agreement with Henry M. O'Reilly, incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, filed with the Commission on May 14, 1997, wherein such exhibit is designated 10(E).
10(E) Employment Agreement with W. Anthony Shay, Jr., incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, filed with the Commission on May 14, 1997, wherein such exhibit is designated Exhibit 10(D).
10(F) Amended and Restated 1988 Stock Option Plan, incorporated by reference to Registrant's Registration Statement on Form S-8 (No. 33-94214), filed with the Commission on June 29, 1995, wherein such exhibit is designated Exhibit 99.
10(G) Amended and Restated 1996 Stock Option Plan, incorporated by reference to Registrant's Registration Statement on Form S-8 (No.333-10063), filed with the Commission on August 13, 1996, wherein such exhibit is designated Exhibit 99.
10(H) Stock Purchase Incentive Program, incorporated by reference to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed with the Commission on March 27, 1997, wherein such exhibit is designated Exhibit 10(I).
10(I) Description of Iroquois Bancorp, Inc. Annual Management Incentive Plan, incorporated by reference to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed with the Commission on March 26, 1999, wherein such exhibit is designated Exhibit 10(I).
10(J) Incentive and Advance Agreement with Robert B. Bantle, incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, filed with the Commission on August 12, 1999, wherein such exhibit is designated 10(M).
************
13 Annual Report to Shareholders for Fiscal Year Ended December 31, 1999.
21 List of Subsidiaries.
23 (A) Consent of KPMG LLP with respect to the Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999.
23(B) Consent of The Fagliarone Group P.C. with respect to Exhibit 99 of the Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999.
24 Power of Attorney, included with the Signature Page of this Annual Report on Form 10-K.
27 Financial Data Schedule
99 Iroquois Bancorp, Inc. 401(K) Savings Plan Financial Statements and Schedules for the Fiscal Years Ended December 31, 1999 and 1998, together with Independent Auditors' Report Thereon of The Fagliarone Group P.C. for the years ended December 31, 1999 and 1998.