10-Q 1 a2030633z10-q.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to ____________________ Commission file number: 033-18392 AMERICORP CALIFORNIA NO. 77-0164985 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 304 East Main Street, Ventura, California 93001 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (805) 658-6633 Not Applicable (Former name or former address, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (of shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS On October 31, 2000, there were 2,090,264 shares of Americorp Common Stock outstanding. AMERICORP AND SUBSIDIARY SEPTEMBER 30, 2000 INDEX
PAGE ---- PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Consolidated Condensed Balance Sheets at September 30, 2000 and December 31, 1999.................................................................. 2 Consolidated Condensed Statements of Income for the Three Months and Nine Months Ended September 30, 2000 and 1999........................... 3 Consolidated Condensed Statement of Changes in Shareholders' Equity from January 1, 1998 through September 30, 2000......................................... 4 Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2000 and 1999........................................................ 5 Notes to Consolidated Financial Statements.................................................. 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations.............................................................. 7 Item 3 - Quantitative and Qualitative Disclosure About Market Risk................................... 11 PART II - OTHER INFORMATION Item 1 - Legal Proceedings............................................................................ 13 Item 2 - Changes in Securities........................................................................ 13 Item 3 - Defaults upon Senior Securities.............................................................. 13 Item 4 - Submission of Matters to a Vote of Security Holders.......................................... 13 Item 5 - Other Information............................................................................ 13 Item 6 - Exhibits and Reports on Form 8-K............................................................. 13 Signatures ........................................................................................... 14 Exhibit Index ........................................................................................ 15
1 ITEM 1. FINANCIAL STATEMENTS AMERICORP AND SUBSIDIARY UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLAR AMOUNTS IN THOUSANDS)
SEPTEMBER 30, DECEMBER 31, 2000 1999 ----------------- ----------------- Cash and Due From Bank $ 20,687 $ 12,839 Federal Funds Sold 15,125 18,000 ----------------- ----------------- Total Cash and Cash Equivalents 35,812 30,839 Investment Securities 20,852 28,114 Loans 199,510 181,325 Allowance for Loan Losses ( 2,860) ( 1,978) ----------------- ----------------- NET LOANS 196,650 179,347 Premises and Equipment 1,296 1,667 Other Real Estate Owned 380 206 Cash Surrender Value of Life Insurance 2,920 2,758 Accrued Interest and Other Assets 4,291 3,035 ----------------- ----------------- $ 262,201 $ 245,966 ================= ================= Noninterest-Bearing Deposits $ 73,231 $ 69,826 Interest-Bearing Deposits 161,570 140,051 ----------------- ----------------- TOTAL DEPOSITS 234,801 209,877 Borrowings - 10,000 Accrued Interest and Other Liabilities 2,849 3,025 ----------------- ----------------- TOTAL LIABILITIES 237,650 222,902 Common Stock 1,041 1,052 Surplus 9,599 9,558 Retained Earnings 13,998 12,567 Accumulated Other Comprehensive Income ( 87) ( 113) ----------------- ----------------- TOTAL SHAREHOLDERS' EQUITY 24,551 23,064 ----------------- ----------------- $ 262,201 $ 245,966 ================= =================
2 ITEM 1. FINANCIAL STATEMENTS - CONTINUED AMERICORP AND SUBSIDIARY UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, --------------------------------- --------------------------------- 2000 1999 2000 1999 -------------- --------------- --------------- -------------- Interest Income $ 5,631 $ 4,770 $ 15,907 $ 13,966 Interest Expense 1,595 1,125 4,231 3,518 -------------- --------------- --------------- -------------- Net Interest Income 4,036 3,645 11,676 10,448 Provision for Loan Losses 250 180 914 540 -------------- --------------- --------------- -------------- Net Interest Income after Provision for Loan Losses 3,786 3,465 10,762 9,908 Noninterest Income 650 820 1,997 2,111 Noninterest Expense 3,065 2,808 9,080 8,821 -------------- --------------- --------------- -------------- Income Before Taxes 1,371 1,477 3,679 3,198 Income Taxes 407 581 1,030 1,225 -------------- --------------- --------------- -------------- Net Income $ 964 $ 896 $ 2,649 $ 1,973 ============== =============== =============== ============== Per Share Data: Net Income - Basic $ 0.46 $ 0.43 $ 1.26 $ 0.95 ============== =============== =============== ============== Net Income - Diluted $ 0.39 $ 0.41 $ 1.10 $ 0.90 ============== =============== =============== ==============
3 ITEM 1. FINANCIAL STATEMENTS - CONTINUED AMERICORP AND SUBSIDIARY UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DOLLAR AMOUNTS IN THOUSANDS)
COMMON STOCK ACCUMULATED ------------------------ OTHER NUMBER OF COMPREHENSIVE RETAINED COMPREHENSIVE SHARES AMOUNT SURPLUS INCOME EARNINGS INCOME ------------- ---------- ---------- ------------ ---------- ------------- BALANCE AT JANUARY 1, 1998 1,868,494 $ 934 $ 6,946 $ 9,985 $ 42 Issuance of Stock 188,946 95 1,837 Retirement of Stock ( 5,446) ( 3) ( 12) ( 79) Dividends ( 615) Cash Paid for Fractional Shares ( 2) COMPREHENSIVE INCOME Net Income $ 1,164 1,164 Unrealized Gain on Securities Available for Sale, net of Taxes of $67 95 95 Reclassification Adjustment for Gain on Sale of Investment Securities Included in net Income, net of Taxes of $9 9 9 ------------ TOTAL COMPREHENSIVE INCOME $ 1,268 ============ ------------- ---------- ---------- ---------- ------------- BALANCE AT DECEMBER 31, 1998 2,051,994 1,026 8,771 10,453 146 Issuance of Stock 70,970 35 870 Retirement of Stock ( 18,793) ( 9) ( 83) ( 280) Dividends ( 928) COMPREHENSIVE INCOME Net Income $ 3,322 3,322 Unrealized Loss on Securities Available for Sale, net of Taxes of $147 ( 250) ( 250) Reclassification Adjustment for Loss on Sale of Investment Securities Included in Net Income, Net of Taxes of $6 ( 9) ( 9) ------------ TOTAL COMPREHENSIVE INCOME $ 3,063 ============ ------------- ---------- ---------- ---------- ------------- BALANCE AT DECEMBER 31, 1999 2,104,171 $1,052 $ 9,558 $ 12,567 $ ( 113) Issuance of Stock 15,990 8 211 Retirement of Stock ( 37,181) ( 19) ( 170) ( 422) Dividends ( 796) COMPREHENSIVE INCOME Net Income $ 2,649 2,649 Unrealized Loss on Securities Available for Sale, net of Taxes of $12 26 26 ------------ TOTAL COMPREHENSIVE INCOME $ 2,675 ============ ------------- ---------- ---------- ---------- ------------- BALANCE AT SEPTEMBER 30, 2000 2,082,980 $1,041 $ 9,599 $ 13,998 $ ( 87) ============= ========== ========== ========== =============
4 ITEM 1. FINANCIAL STATEMENTS - CONTINUED AMERICORP AND SUBSIDIARY UNAUDITED CONDENSED STATEMENT OF CASH FLOWS (DOLLAR AMOUNTS IN THOUSANDS)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, ----------------------------------- 2000 1999 -------------- --------------- OPERATING ACTIVITIES Net Income $ 2,649 $ 1,973 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization 425 452 Provision for Loan Losses 914 540 Other Items - Net ( 1,363) ( 812) -------------- --------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 2,625 2,153 INVESTING ACTIVITIES Change in Interest-Bearing Deposits - 296 Purchases of Investment Securities ( 1,045) ( 6,848) Maturities and Sales of Investment Securities 8,215 10,651 Net Change in Loans ( 18,597) ( 19,185) Purchase of Premises and Equipment ( 166) ( 222) Proceeds from OREO Sales 205 624 -------------- --------------- NET CASH USED BY INVESTING ACTIVITIES ( 11,388) ( 14,684) FINANCING ACTIVITIES Net Change in Deposits 24,924 ( 4,075) Decrease in Other Borrowings ( 10,000) - Repurchase Stock ( 611) - Proceeds from Exercise of Options 219 363 Dividends ( 796) ( 676) -------------- --------------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 13,736 ( 4,388) -------------- --------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,973 ( 16,919) Cash and Cash Equivalents at Beginning of Period 30,839 48,211 -------------- --------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 35,812 $ 31,292 ============== ===============
5 ITEM 1. FINANCIAL STATEMENTS - CONTINUED AMERICORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION The accompanying financial information has been prepared in accordance with the Securities and Exchange Commission rules and regulations for quarterly reporting and therefore does not necessarily include all information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles. This information should be read in conjunction with Americorp's Form 10K filed on March 28, 2000. The consolidated financial statements include Americorp and its wholly owned subsidiary, American Commercial Bank (the "Bank"). Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year. In the opinion of management, the unaudited financial information for the three month and nine month periods ended September 30, 2000 and 1999, reflect all adjustments, consisting only of normal recurring accruals and provisions, necessary for a fair presentation thereof. Some matters discussed in this Form 10-Q may be "forward-looking statements" within the meaning of the Private Litigation Reform Act of 1995 and therefore may involve risks, uncertainties and other factors which may cause our actual results to be materially different from the results expressed or implied by our forward-looking statements. These statements generally appear with words such as "anticipate," "believe," "estimate," "may," "intend," and "expect." NOTE 2 - EARNINGS PER SHARE Effective December 31, 1997, the Company adopted Statement of Financial Accounting Standards No. 128, "EARNINGS PER SHARE". Accordingly, basic earnings per share are computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during each period. The computation of diluted earnings per share also considers the number of shares issuable upon the assumed exercise of outstanding common stock options. NOTE 3 - STOCK SPLIT On March 18, 1999, the Board of Directors of the Company declared a two-for-one stock split of its outstanding shares of common stock. The effective date for the split was April 15, 1999 and the additional shares issued pursuant to the stock split were distributed on May 8, 1999. All per share data has been retroactively adjusted to reflect this split. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INCOME SUMMARY Americorp reported net earnings of $2,649,000 or $1.26 basic income per share for the first nine months of 2000. This represents a 34.3% increase over the same period during 1999 when net earnings were $1,973,000 or $0.95 basic income per share. This increase principally resulted from a $1,228,000 increase in net interest income. For the quarter ended September 30, 2000, net earnings were $964,000, up from the $896,000 reported for the same quarter in 1999. Annualized return on average assets for the three months and nine months ended September 30, 2000 was 1.49% and 1.41%, respectively, compared with 1.47% and 1.08% for the same periods in 1999. Return on average assets for the year ended December 31, 1999 was 1.36%. Annualized return on average equity for the three months and nine months ended September 30, 2000 was 15.93% and 14.88%, respectively, compared with 16.58% and 12.39% for the same periods in 1999. Return on average equity for the year ended December 31, 1999 was 15.32%. Quarterly cash dividends of $0.13 per share were declared in the third quarter of 2000, compared to $0.11 per share declared in the third quarter of 1999. NET INTEREST INCOME Net interest income is the amount by which the interest and amortization of fees generated from loans and other earning asset exceeds the cost of funding those assets, usually deposit account interest expense. Net interest income depends on the difference (the "interest rate spread") between gross interest and fees earned on the loans and investment portfolios and the interest rates paid on deposits and borrowings. The following table sets forth the components of net interest income, average earning assets and net interest margin:
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, YEAR ENDED ----------------------------- ---------------------------- DECEMBER 31, 2000 1999 2000 1999 1999 ------------- ------------- ------------- ------------- ----------------- Interest Income $ 5,631 $ 4,770 $ 15,907 $ 13,966 $ 18,821 Interest Expense 1,595 1,125 4,231 3,518 4,604 ------------- ------------- ------------- ------------- ----------------- Net Interest Income $ 4,036 $ 3,645 $ 11,676 $ 10,448 $ 14,217 ============= ============= ============= ============= ================= Average Earning Assets $ 231,337 $ 213,909 $ 223,988 $ 215,238 $ 216,196 Net Interest Margin 6.98% 6.82% 6.95% 6.47% 6.58%
7 NET INTEREST INCOME - CONTINUED Net interest income was $4.0 million for the quarter ended September 30, 2000, compared to $3.8 million for both the first and second quarters of 2000. Net interest margin was 6.98% for the third quarter of 2000 compared to a year-to-date 2000 net interest margin of 6.95%. Net interest income was $11.7 million for the nine months ended September 30, 2000, compared to the $10.4 million for the nine months ended September 30, 1999. The $1,228,000 increase in net interest income was the result of the combination of increases in total earning assets, a significant change in the mix of earning assets and multiple increases in the prime rate in late 1999 and early 2000. Americorp experienced significant growth in loans from $172.0 million at September 30, 1999 to $199.0 million at September 30, 2000. Since loans are the Company's highest interest earning assets, this loan growth has increased the amount of net interest income and the net interest margin. The net interest margin in the first nine months of 2000 was 6.95% compared to 6.47% for the same period in 1999. The first nine months of 2000 and 1999 were impacted by the prime rate changes. The prime rate for the first nine months in 2000 increased 100 basis points to end the period at 9.5% whereas the prime rate in the first nine months of 1999 increased 50 basis points to end the period at 8.25%. The majority of the Bank's loans and its investments in federal funds sold reprice daily with changes in the prime rate. Deposits generally reprice at a slower pace, therefore increasing the net interest margin in the short run. Management increases the rates on deposits based on market conditions and is therefore unable to predict the timing of these increases or the ultimate impact on the Company's future net interest margin. The prime rate was 8.25% for the first nine months of 1999, and then experienced a 25 basis points increase in November to end the year at 8.50%. Prime continued to rise in 2000 with 25 basis points increases in February and March and a 50 basis points increase in May to end the first nine months of 2000 at 9.50% PROVISION FOR LOAN LOSSES Americorp made a $414,000 contribution to the allowance for loan losses in the first quarter of 2000 and a $250,000 contribution for the second and third quarters of 2000. Management believes that the allowance, which equals 1.43% of total loans at September 30, 2000, is adequate to cover future losses. The allowance for loans losses at September 30, 1999 was 1.17% of total loans. Changes in the allowance for loan losses for the quarter and nine months ended September 30, 2000 and 1999 are as follows (dollar amounts in thousands):
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, --------------------------- --------------------------- 2000 1999 2000 1999 ----------- ------------ ----------- ------------ Allowance, Beginning of Period $ 2,500 $ 1,900 $ 1,978 $ 1,953 Provision for Loan Losses 250 180 914 540 Loans Charged Off - net of Recoveries 110 ( 71) ( 32) ( 484) ----------- ------------ ----------- ------------ Allowance, End of Period $ 2,860 $ 2,009 $ 2,860 $ 2,009 =========== ============ =========== ============
8 Noninterest Income Noninterest income represents deposit account services charges and other types of non-loan related fee income. Noninterest income for the quarter ended September 30, 2000 totaled $650,000, down $170,000 from the $820,000 reported for the same period in 1999. Noninterest income for the nine months ended September 30, 2000 totaled $1,997,000, compared to the $2,111,000 reported for the same period in 1999. The third quarter and year to date declines were the result of a 1999 gain on sale of other real estate owned and a 2000 decrease in other fee income. NONINTEREST EXPENSE Noninterest expense represents salaries, occupancy expenses, professional expenses, outside services and other miscellaneous expenses necessary to conduct business. Noninterest expense for the quarter ended September 30, 2000 totaled $3,065,000 compared to $2,808,000 for the same period of 1999. The third quarter increase is due to an increase in other real estate owned expenses resulting from a bank loan foreclosure during the third quarter, as well as increased costs for insurance and professional fees. Noninterest expense for the nine months ended September 30, 2000 totaled $9,080,000 up slightly from the $8,821,000 for the same period in 1999. As an annualized percent of average assets, noninterest expense was 4.82% and 4.80% for the first nine months of 2000 and 1999, respectively. INCOME TAXES The Company's income tax provision for the first nine months of 2000 was $1,030,000, resulting in an effective rate of 28.0% on income before taxes. This rate compares to the 25.6% reported for the year ending December 31, 1999. The Company's effective tax has increased due to the remaining tax credits being utilized in 2000. BALANCE SHEET ANALYSIS Total assets at September 30, 2000 totaled $262.2 million, an increase of $16.2 million or 6.6% from December 31, 1999. The majority of this growth was centered in loans, which increased $18.2 million or 10.0%. Deposits have increased by $24.9 million or 11.9% during the first nine months of 2000. This increase was used to fund the assets growth described above as well as retire $10 million in short-term borrowing present at December 31, 1999. 9 ASSET QUALITY The following table sets forth the components of non-performing assets and related ratios: (dollar amounts in thousands)
SEPTEMBER 30, DECEMBER 31, 2000 1999 ----------------- ----------------- Loans 90 day past due and still accruing $ 455 $ 10 Loans on nonaccrual 915 1,794 ----------------- ----------------- Nonperforming Loans 1,370 1,804 Other real estate owned (OREO) 380 206 ----------------- ----------------- Nonperforming Assets $ 1,750 $ 2,010 ================= ================= Nonperforming Loans as a Percent of Total Loans 0.69% 0.99% Allowance for Loan Losses as a Percent of Nonperforming Loans 208.76% 109.65% Nonperforming Assets as a Percent of Total Assets 0.67% 0.82%
The primary ratios of loan quality have improved in the first nine months of 2000. Nonperforming loans as a percent of total loans decreased to 0.69% at September 30, 2000, compared to 0.99% at December 31, 1999. Likewise, the allowance for loan losses as a percent of nonperforming loans increased to 208.76% at September 30, 2000, from 109.65% at December 31, 1999. The ratio of the allowance for loan losses to total loans has increased from 1.09% at December 31, 1999 to 1.43% at September 30, 2000. The decrease in nonperforming assets was the result of a sale of other real estate owned and the pay off of a nonaccrual loan. The OREO property held by the bank at December 31, 1999 was sold during the third quarter of 2000, a minor gain on sale was recorded. At September 30, 2000, Americorp had one property in OREO with a total book value of $380,000. This property was converted to OREO during the third quarter of 2000. CAPITAL Total shareholders equity at September 30, 2000 totaled $24.6 million, which represents a 12.0% increase from $21.9 million at September 30, 1999. 10 CAPITAL - CONTINUED The Bank maintains capital ratios above the Federal regulatory guidelines for a "well-capitalized" bank. The ratios are as follows:
SEPTEMBER 30, DECEMBER 31, RATIO 2000 1999 ---------------- ---------------- ---------------- Tier 1 Capital (to Average Assets) 5.00% 9.41% 9.50% Tier 1 Capital (to Risk Weighted Assets) 6.00% 10.70% 10.90% Total Capital (to Risk Weighted Assets) 10.00% 11.95% 11.80%
On February 26, 2000, the Company established a stock repurchase program for up to 200,000 shares of Americorp's outstanding common stock. As of September 30, 2000, 37,181 shares had been repurchased under this program. LIQUIDITY Management is not aware of any future capital expenditures or other significant demands on commitments which would severely impair liquidity. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK MARKET RISK In Management's opinion there has not been a material change in Americorp's market risk profile during the nine months ended September 30, 2000. Market risk is the risk of loss in a financial instrument arising from adverse changes in market prices and rates, foreign currency exchange rates, commodity prices and equity prices. Americorp's market risk arises primarily from interest rate risk inherent in its lending and deposit taking activities. To that end, management actively monitors and manages its inherent rate risk exposure. Americorp does not have any market risk sensitive instruments acquired for trading purposes. Americorp manages its interest rate sensitivity by matching the repricing opportunities on its earning assets to those on its funding liabilities. Management uses various asset/liability strategies to manage the repricing characteristics of its assets and liabilities to ensure that exposure to interest rate fluctuations is limited within Americorp's guidelines of acceptable levels of risk-taking. At September 30, 2000, Americorp had $144.7 million of assets and $154.5 million of liabilities repricing within one year. Therefore, $9.8 million more in interest rate sensitive liabilities than interest rate sensitive assets will change to the then current rate (changes occur due to the instruments being at a variable rate or because the maturity of the instrument requires its replacement at the then current rate). Generally, if rates were to fall during this period, interest expense would decline by a greater amount than interest income and net income would increase. Conversely, if rates were to rise, the reverse would apply, and Americorp's net income would decrease. However, the recent increase in the prime rate has increased Americorp's net interest income in the short run as asset rates generally reprice faster than liability rates. See also the previous discussion on net interest income in ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - NET INTEREST INCOME. 11 YEAR 2000 RISK During the periods leading up to January 1, 2000, Americorp addressed the potential problems associated with the possibility that the computers that control or operate Americorp's information technology system and infrastructure may not have been programmed to read four-digit date codes and, upon arrival of the year 2000, may have recognized the two-digit code "00" as the year 1900, causing systems to function or generate erroneous data. Americorp expended approximately $243,000 through the periods ended December 31, 1999 in connection with its Year 2000 compliance program. Americorp experienced no significant problems related to its information technology systems upon arrival of the Year 2000, nor was there any interruption in service to its customers of any kind. The Company does not expect, and to date has not realized, any significant impact to net earnings or cash flow from Year 2000 risks. 12 PART II - OTHER INFORMATION Item 1 - Legal Proceedings Due to the nature of the banking business, the Bank is at times party to various legal actions; all such actions are of a routine nature and arise in the normal course of business. Item 2 - Changes in Securities None Item 3 - Defaults upon Senior Securities None Item 4 - Submission of Matters to a Vote of Security Holders None Item 6 - Exhibits and Reports on Form 8-K A) Exhibits 3.1 Articles of Incorporation of Americorp (A) 3.2 Bylaws of Americorp, as amended (A) 3.3 Certificate of Secretary of Amendment to Bylaws 10.1 Employment Agreement of Gerald J. Lukiewski (A) 10.2 1994 Stock Option Plan (A) 10.3 1998 Stock Option Plan (A) 10.4 ACB 401K Profit Sharing Plan (A) 10.5 Restated and Amended Senior Executives Retirement Plan (A) 10.6 Restated and Amended Chief Executive Officer Retirement Plan (A) 10.7 Restated and Amended Directors Retirement Plan (A) 10.8 Data processing Agreement with Electronic Data Systems Corp. (A) 10.9 First Amendment of Employment Agreement of Gerald J. Lukiewski 10.10 Change of Control Agreement of Gerald J. Lukiewski 16 Letter concerning change in certifying accountant (B) 21 Subsidiary of Americorp--American Commercial Bank is the only subsidiary of Americorp 27 Financial Data Schedule (for SEC use only) B) Reports on Form 8-K None ---------------- (A) Filed with the SEC in Registration Statement 333-63841 on Form S-4 and by this reference incorporated herein. (B) Contained in Americorp's Report on Form 8-K filed with the SEC on December 4, 1998 and by this reference incorporated herein. 13 SIGNATURES Pursuant to the requirement of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICORP Date: November 14, 2000 /s/ GERALD J. LUKIEWSKI ----------------------- Gerald J. Lukiewski President and Chief Executive Officer Date: November 14, 2000 /s/ KEITH J. SCIARILLO ---------------------- Keith J. Sciarillo Senior Vice President and Chief Financial Officer 14 EXHIBIT INDEX 3.1 Articles of Incorporation of Americorp (A) 3.2 Bylaws of Americorp, as amended (A) 3.3 Certificate of Secretary of Amendment to Bylaws 10.1 Employment Agreement of Gerald J. Lukiewski (A) 10.2 1994 Stock Option Plan (A) 10.3 1998 Stock Option Plan (A) 10.4 ACB 401K Profit Sharing Plan (A) 10.5 Restated and Amended Senior Executives Retirement Plan (A) 10.6 Restated and Amended Chief Executive Officer Retirement Plan (A) 10.7 Restated and Amended Directors Retirement Plan (A) 10.8 Data processing Agreement with Electronic Data Systems Corp. (A) 10.9 First Amendment of Employment Agreement of Gerald J. Lukiewski 10.10 Change of Control Agreement of Gerald J. Lukiewski 16 Letter concerning change in certifying accountant (B) 21 Subsidiary of Americorp--American Commercial Bank is the only subsidiary of Americorp 27 Financial Data Schedule (for SEC use only) ---------------- (A) Filed with the SEC in Registration Statement 333-63841 on Form S-4 and by this reference incorporated herein. (B) Contained in Americorp's Report on Form 8-K filed with the SEC on December 4, 1998 and by this reference incorporated herein. 15