SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
(Mark One) SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] 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 0-14289
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GREENE COUNTY BANCSHARES, INC.
------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 62-1222567
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 North Main Street, Greeneville, Tennessee 37743-4992
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 639-5111.
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section
12(g) of the Act:
Common Stock, par value $10.00 per share
----------------------------------------
(Title of Class)
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 (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 X NO____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The registrant's voting stock is not regularly and actively traded in any
established market, and there are no regularly quoted bid and asked prices for
the registrant's common stock. Based upon recent negotiated trading of the
common stock at a price of $150 per share, the registrant believes that the
aggregate market value of the voting stock on March 30, 2001 was $204.6 million.
For purposes of this calculation, it is assumed that directors, officers and
beneficial owners of more than 5% of the registrant's outstanding voting stock
are not affiliates. On such date, 1,363,778 shares of the common stock were
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The following lists the documents incorporated by reference and the Part of the
Form 10-K into which the document is incorporated:
1. Portions of the Annual Report to Shareholders for the fiscal year
ended December 31, 2000. (Parts I and II)
2. Portions of Proxy Statement for 2001 Annual Meeting of Shareholders.
(Part III)
PART I
FORWARD-LOOKING STATEMENTS
THIS ANNUAL REPORT ON FORM 10-K, INCLUDING ALL DOCUMENTS INCORPORATED
HEREIN BY REFERENCE, CONTAINS FORWARD-LOOKING STATEMENTS. ADDITIONAL WRITTEN OR
ORAL FORWARD-LOOKING STATEMENTS MAY BE MADE BY THE COMPANY FROM TIME TO TIME IN
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION OR OTHERWISE. THE WORDS
"BELIEVE," "EXPECT," "SEEK," AND "INTEND" AND SIMILAR EXPRESSIONS IDENTIFY
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE THE STATEMENT IS
MADE. SUCH FORWARD-LOOKING STATEMENTS ARE WITHIN THE MEANING OF THAT TERM IN
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH STATEMENTS MAY INCLUDE, BUT
ARE NOT LIMITED TO, PROJECTIONS OF INCOME OR LOSS, EXPENDITURES, ACQUISITIONS,
PLANS FOR FUTURE OPERATIONS, FINANCING NEEDS OR PLANS RELATING TO SERVICES OF
THE COMPANY, AS WELL AS ASSUMPTIONS RELATING TO THE FOREGOING. FORWARD-LOOKING
STATEMENTS ARE INHERENTLY SUBJECT TO RISKS AND UNCERTAINTIES, SOME OF WHICH
CANNOT BE PREDICTED OR QUANTIFIED. FUTURE EVENTS AND ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE SET FORTH IN, CONTEMPLATED BY OR UNDERLYING THE
FORWARD-LOOKING STATEMENTS.
ITEM 1. BUSINESS
ALL DOLLAR AMOUNTS SET FORTH BELOW, OTHER THAN PER-SHARE AMOUNTS AND
PERCENTAGES, ARE IN THOUSANDS, UNLESS OTHERWISE NOTED.
THE COMPANY
Greene County Bancshares, Inc. (the "Company") was formed in 1985 and
serves as the bank holding company for Greene County Bank (the "Bank"), which is
a Tennessee-chartered commercial bank that conducts the principal business of
the Company. The Bank wholly owned American Fidelity Bank, whose operations were
combined into the Bank during 1996, and Premier Bank of East Tennessee, whose
operations were combined into the Bank in 1998. In addition to its commercial
banking operations, the Bank conducts separate businesses through three
wholly-owned subsidiaries: Superior Financial Services, Inc. ("Superior
Financial"), a consumer finance company; GCB Acceptance Corporation ("GCB
Acceptance"), a consumer finance company specializing in subprime automobile
lending; and Fairway Title Co., a title company. The Bank also operates a trust
and money management function, doing business as President's Trust, in Wilson
County, Tennessee and also operates a mortgage banking function headquartered in
Knoxville, Tennessee.
The Company's assets consist primarily of its investment in the Bank,
liquid investments and fixed assets. Its primary activities are conducted
through the Bank. At December 31, 2000, the Company's consolidated total assets
were $789,117, its consolidated net loans, including loans held for sale, were
$657,065, its total deposits were $648,641 and its total stockholders' equity
was $63,010.
The principal executive offices of the Company are located at 100 North
Main Street, Greeneville, Tennessee 37743-4992 and its telephone number is (423)
639-5111.
THE BANK
The Bank is a Tennessee-chartered commercial bank established in 1890 and
which has its principal executive offices in Greeneville, Tennessee. The
principal business of the Bank consists of attracting deposits from the general
public and investing those funds, together with funds generated from operations
and from principal and interest payments on loans, primarily in commercial,
commercial and residential real estate loans, and installment consumer loans.
The Bank also provides collection and other banking services, including separate
finance, acceptance and title corporations. At December 31, 2000, the Bank had
twenty-five full service banking offices located in East Tennessee, including
Greene County, Washington County, Blount County, Hamblen County, McMinn County,
Loudon County, Hawkins County, Sullivan County, Cocke County, Knox County and
Monroe County. Further, the Bank operates a trust and money management function
located in Wilson County, Tennessee and doing business as President's Trust, and
also operates a mortgage loan operation in Knox County, Tennessee.
The Bank also conducts separate business through three wholly owned
subsidiaries. Through Superior Financial Services, Inc., the Bank operates
fourteen consumer finance company offices located in Greene, Blount, Hamblen,
McMinn, Washington, Sullivan, Sevier, Knox, Hamilton and Loudon Counties,
Tennessee. The Bank also operates a mortgage banking operation through its main
office in Knox County, Tennessee and it also has representatives located
throughout the Company's branch system. Through GCB Acceptance Corporation, the
Bank operates a subprime automobile lending company with a sole office in
Johnson City, Tennessee. Through Fairway Title Co., the Bank operates a title
company headquartered in Knoxville, Tennessee and an office in Johnson City,
Tennessee.
Deposits of the Bank are insured by the Bank Insurance Fund ("BIF") of the
Federal Deposit Insurance Corporation ("FDIC") to a maximum of $100,000 for each
insured depositor. The Bank is subject to supervision and regulation by the
Tennessee Department of Financial Institutions (the "Banking Department") and
the FDIC. See "Regulation, Supervision and Governmental Policy."
BRANCH PURCHASES AND SALE
On March 8, 2001, the Bank acquired a bank branch located in Hot Springs,
North Carolina (the "North Carolina Branch") from Wachovia Bank, N.A.
("Wachovia") and sold its bank branch located in Farragut, Tennessee (the
"Farragut Branch") to Wachovia. The purchase of the North Carolina Branch and
the sale of the Farragut Branch were pursuant to two separate Purchase and
Assumption Agreements between the Bank and Wachovia as entered into on September
20, 2000.
BRANCH EXPANSION
During the early part of 2000, the Company continued the expansion of its
branch network, opening new branches in Hawkins, Loudon and Sullivan Counties,
Tennessee. Further, the Company opened an additional branch in Blount County,
Tennessee in the fall of 2000.
LENDING ACTIVITIES
General. The loan portfolio of the Company is comprised of commercial,
commercial and residential real estate and installment consumer loans. Such
loans are originated within the Company's market area of East Tennessee and are
generally secured by residential or commercial real estate or business or
personal property located in the counties of Greene, Washington, Hamblen,
Sullivan, Hawkins, Blount, Knox, McMinn, Loudon, Monroe and Cocke Counties,
Tennessee.
Loan Composition. The following table sets forth the composition of the
Company's loans for the periods indicated.
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Commercial.......................... $ 87,680 $ 68,793 $ 57,860 $ 51,661 $ 52,499
Commercial real estate.............. 288,254 242,574 185,063 182,837 157,855
Residential real estate............. 204,202 170,299 135,515 134,016 108,802
Loans held for sale................. 1,725 1,210 5,043 7,284 --
Consumer............................ 88,687 71,169 76,077 68,644 51,297
Other............................... 12,493 16,774 27,349 12,035 21,852
---------- ----------- ---------- ---------- -----------
Total............................ 683,041 570,819 486,907 456,477 392,305
Less:
Unearned Income..................... (14,248) (13,590) (9,993) (5,933) (3,703)
Allowance for loan losses........... (11,728) (10,332) (10,253) (9,154) (7,330)
--------- ---------- ---------- ---------- ----------
Net loans........................ $657,065 $ 546,897 $ 466,661 $ 441,390 $ 381,272
========== =========== ========== ========== ==========
Loan Maturities. The following table reflects at December 31, 2000 the
dollar amount of loans maturing or subject to rate adjustment based on their
contractual terms to maturity. Loans with fixed rates are reflected based
2
upon the contractual repayment schedule while loans with variable interest rates
are reflected based upon the contractual repayment schedule up to the
contractual rate adjustment date. Demand loans, loans having no stated schedule
of repayments and loans having no stated maturity are reported as due within
three months.
Due in One Due After One Year Due After
Year or Less Through Five Years Five Years Total
------------ ------------------ ---------- -----
Commercial............................. $ 59,307 $ 26,418 $ 1,955 $ 87,680
Commercial real estate................. 134,951 146,058 7,245 288,254
Residential real estate................ 85,185 98,114 20,903 204,202
Loans held-for-sale.................... 1,725 -- -- 1,725
Consumer............................... 18,947 69,155 585 88,687
Other.................................. 5,139 1,740 5,614 12,493
---------- ---------- -------- ---------
Total............................. $305,254 $341,485 $36,302 $683,041
========== ========== ======== =========
The following table sets forth the dollar amount of the loans maturing
subsequent to the year ending December 31, 2001 between those with predetermined
interest rates and those with floating, or variable, interest rates.
Fixed Rate Variable Rate Total
---------- ------------- -----
(In thousands)
Commercial $ 28,372 $ 13,602 $ 41,974
Commercial real estate 150,301 39,746 190,047
Residential real estate 109,892 62,337 172,229
Loans held-for-sale 1,725 -- 1,725
Consumer 69,740 305 70,045
Other 1,811 53 1,864
-------- -------- --------
Total $361,841 $116,043 $477,884
======== ======== ========
Commercial Real Estate Loans. The Company originates commercial loans,
generally to existing business customers, secured by real estate located in the
Company's market area. At December 31, 2000, commercial real estate loans
totaled $288,254, or 43.87%, of the Company's net loan portfolio. The terms of
such loans are generally for ten to twenty years and are priced based in part
upon the prime rate, as reported in The Wall Street Journal. Commercial real
estate loans are generally underwritten by addressing cash flow (debt service
coverage), primary and secondary source of repayment, financial strength of any
guarantor, strength of the tenant (if any), liquidity, leverage, management
experience, ownership structure, economic conditions and industry specific
trends and collateral. Generally, the Company will loan up to 80-85% of the
value of improved property, 65% of the value of raw land and 75% of the value of
land to be acquired and developed. A first lien on the property and assignment
of lease is required if the collateral is rental property, with second lien
positions considered on a case by case basis.
Commercial Loans. Commercial loans are made for a variety of business
purposes, including working capital, inventory and equipment and capital
expansion. At December 31, 2000, commercial loans outstanding totaled $87,680,
or 13.34%, of the Company's net loan portfolio. The terms for commercial loans
are generally one to seven years. Commercial loan applications must be supported
by current financial information on the borrower and, where appropriate, by
adequate collateral. Commercial loans are generally underwritten by addressing
cash flow (debt service coverage), primary and secondary sources of repayment,
financial strength of any guarantor, liquidity, leverage, management experience,
ownership structure, economic conditions and industry-specific trends and
collateral. The loan to value ratio depends on the type of collateral. Generally
speaking, accounts receivable are financed at 70% of accounts receivable less
than 90 days past due. If other collateral is taken to support the loan, the
loan to value of accounts receivable may approach 85%. Inventory financing will
range between 50% and 60% depending on the borrower and nature of inventory. The
Company requires a first lien position for such loans. These types of loans are
generally considered to be a higher credit risk than other loans originated by
the Company.
3
Residential Real Estate. The Company also originates one-to-four family,
owner-occupied residential mortgage loans secured by property located in the
Company's primary market area. The majority of the Company's residential
mortgage loans consists of loans secured by owner-occupied, single-family
residences. At December 31, 2000, the Company had $204,202, or 31.08%, of its
net loan portfolio in residential real estate loans. The Company also
originates, to a limited extent, installment real estate loans for other types
of real estate acquisitions. Residential real estate loans generally have a loan
to value ratio of 85%. These loans are underwritten by giving consideration to
the ability to pay, stability of employment or source of income, credit history
and loan to value ratio.
Mortgage loans originated by the Bank are not underwritten in conformity
with secondary market guidelines and therefore are not readily salable.
Beginning in April 1997, the Company began selling one-to-four family mortgage
loans in the secondary market to Freddie Mac through the Bank's mortgage banking
operation. Sales of such loans totaled $31,220 during 2000, and the related
mortgage servicing rights were sold together with the loan.
Installment Consumer Loans. At December 31, 2000, the Company's installment
consumer loan portfolio totaled $88,687, or 13.50%, of the Company's total net
loan portfolio. The Company's consumer loan portfolio is comprised of secured
and unsecured loans originated by the Bank, Superior Financial and GBC
Acceptance. The consumer loans of the Bank generally have a higher risk of
default than other loans originated by the Bank. Further, consumer loans
originated by Superior Financial and GBC Acceptance, finance companies rather
than a bank, generally have a greater risk of default than such loans originated
by commercial banks and accordingly carry a higher interest rate. The
performance of consumer loans will be affected by the local and regional economy
as well as the rates of personal bankruptcies, job loss, divorce and other
individual-specific characteristics.
Past Due, Special Mention, Classified and Non-Accrual Loans. The Company
classifies its problem loans into three categories: past due loans, special
mention loans and classified loans (both accruing and non-accruing interest).
When management determines that a loan no longer satisfies the criteria for
performing loans and that collection of interest appears doubtful, the loan is
placed on non-accrual status. All loans that are 90 days past due are considered
non-accrual, unless they are adequately secured and there is reasonable
assurance of full collection of principal and interest. Management closely
monitors all loans that are contractually 90 days past due, treated as "special
mention" or otherwise classified or on non-accrual status. Non-accrual loans
that are 120 days past due without assurance of repayment are charged off
against the allowance for loan losses.
The following table sets forth information with respect to the Company's
non-performing assets at the dates indicated. At these dates, the Company did
not have any restructured loans within the meaning of Statement of Financial
Accounting Standards No. 15.
At December 31,
------------------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
(In thousands)
Loans accounted for on a non-accrual
basis................................ $4,813 $2,952 $4,159 $2,265 $ 616
Accruing loans which are contractually
past due 90 days or more as to interest
or principal payments................ 475 996 872 1,583 1,486
------- ---- ------ ----- -----
Total non-performing loans.............. 5,288 3,948 5,031 3,848 2,102
Real estate owned:
Foreclosures......................... 1,937 1,546 920 411 --
Other real estate held and
repossessed assets................. 350 826 607 97 223
--- ---- ------ ------- ------
Total non-performing assets.......... $ 7,575 $6,320 $6,558 $4,356 $2,325
======= ====== ====== ====== ======
Non-accrual loans increased $1,861, or 63.04%, from $2,952 at December 31,
1999 to $4,813 at December 31, 2000.
4
The Company's continuing efforts to resolve non-performing loans
occasionally include foreclosures, which result in the Company's ownership of
the real estate underlying the mortgage. If non-accrual loans at December 31,
2000 had been current according to their original terms and had been outstanding
throughout 2000, or since origination if originated during the year, interest
income on these loans would have been approximately $324. Interest actually
recognized on these loans during 2000 was not significant.
Foreclosed real estate increased $391, or 25.29%, to $1,937 at December 31,
2000 from $1,546 at December 31, 1999. The real estate consists of 14
properties, of which four are commercial properties valued at $688. Management
expects to liquidate these properties during 2001 at a minimal loss. The
remaining properties are residential properties and management believes they
will be liquidated in an orderly manner with minimal losses. Other real estate
held and repossessed assets decreased $476, or 57.62%, to $350 at December 31,
2000 from $826 at December 31, 1999. This decrease is primarily due to orderly
liquidations of repossessed vehicles at Superior Financial.
At December 31, 2000, the Company had approximately $4,090 in loans that
are not currently classified as non-accrual or 90 days past due or otherwise
restructured and where known information about possible credit problems of
borrowers caused management to have serious concerns as to the ability of the
borrowers to comply with present loan repayment terms. Such loans were
considered classified by the Company and comprised various commercial and
commercial real estate loans, including one commercial loan for $1,363 secured
by a blanket lien on the land, plant and equipment of the business as well as
significant additional collateral. Management believes the value of the
collateral is presently sufficient to cover the full amount of the loan, plus
accrued interest. This loan was considered classified based upon cash flows of
the business deemed insufficient to cover debt service. In addition, such loans
included approximately $1,330 in loan balances, consisting of approximately 75
loans, which were in bankruptcy status.
Allowance for Loan Losses. The allowance for loan losses is maintained at a
level which management believes is adequate to absorb all potential losses on
loans then present in the loan portfolio. The amount of the allowance is
affected by: (1) loan charge-offs, which decrease the allowance; (2) recoveries
on loans previously charged-off, which increase the allowance; and (3) the
provision of possible loan losses charged to income, which increases the
allowance. In determining the provision for possible loan losses, it is
necessary for management to monitor fluctuations in the allowance resulting from
actual charge-offs and recoveries, and to periodically review the size and
composition of the loan portfolio in light of current and anticipated economic
conditions in an effort to evaluate portfolio risks. If actual losses exceed the
amount of the allowance for loan losses, earnings of the Company could be
adversely affected. The amount of the provision is based on management's
judgment of those risks and therefore the allowance represents general, rather
than specific, reserves. During the year ended December 31, 2000, the Company's
provision for loan losses increased by $4,876 to $8,009 to reflect the increase
in potential losses arising from the loan portfolio.
5
The following is a summary of activity in the allowance for loan losses for
the periods indicated:
Year Ended December 31,
---------------------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
(In thousands)
Balance at beginning of year .................... $ 10,332 $ 10,253 $ 9,154 $ 7,330 $ 4,654
-------- -------- -------- -------- --------
Charge-offs:
Commercial ................................... (429) (298) (440) (563)(a) (162)
Commercial real estate ....................... (537) (302) (87) (129) (32)
-------- -------- -------- -------- --------
Subtotal .............................. (966) (600) (527) (692) (194)
Residential real estate ...................... (800) (407) -- -- (97)
Consumer ..................................... (6,022) (3,010) (2,707) (4,450) (992)
Other ........................................ -- -- -- -- (342)
-------- -------- -------- -------- --------
Total charge-offs ......................... (7,788) (4,017) (3,234) (5,142) (1,625)
-------- -------- -------- -------- --------
Recoveries:
Commercial ................................... 43 295 216 56 62
Commercial real estate ....................... 137 -- 24 4 --
-------- -------- -------- -------- --------
Subtotal .............................. 180 295 240 60 62
Residential real estate ...................... 69 93 -- -- 10
Consumer ..................................... 926 575 673 951 745
Other ........................................ -- -- 3 2 71
-------- -------- -------- -------- --------
Total recoveries .......................... 1,175 963 916 1,013 888
-------- -------- -------- -------- --------
Net charge-offs ................................. (6,613) (3,054) (2,318) (4,129) (737)
Provision for loan losses ....................... 8,009 3,133 3,417 5,953(a) 2,973
Balances acquired in acquisition of
Premier Bank ................................ -- -- -- -- 440
-------- -------- -------- -------- --------
Balance at end of year .......................... $ 11,728 $ 10,332 $ 10,253 $ 9,154 $ 7,330
======== ======== ======== ======== ========
Ratio of net charge-offs to average
loans outstanding, net of
unearned discount, during
the period................................ 1.09% 0.60% 0.52% 0.96% 0.21%
========== ============ ========= ========= =========
Ratio of allowance for loan losses to
non-performing loans...................... 221.79% 261.70% 203.80% 237.89% 348.72%
========== ============ ========= ========== =========
Ratio of allowance for loan losses to
total loans............................... 1.72% 1.81% 2.11% 2.01% 1.87%
========== ============ ========= ========== =========
----------------------
(a) Includes a $500 charge-off against the Company's $1,100 participation in a
$3,500 commercial loan to a nonprofit entity for a hotel development
project, secured by a hotel building and underlying commercial real estate
in Greeneville, Tennessee. In 1998, the loan was paid off and the Bank
received $788 in net loan proceeds.
6
The following table presents an allocation among the listed categories of
the Company's allowance for loan losses at the dates indicated and the
percentage of loans in each category to the total amount of loans at the
respective year-ends:
At December 31,
---------------------------------------------------------------------------------------------
Breakdown of allowance for 2000 1999 1998
---- ---- ----
loan losses by category: (Dollars in thousands)
Percent of loan Percent of loan Percent of loan
in each in each in each
Balance at end of period category to category to category to
applicable to: Amount total loans Amount total loans Amount total loans
------ ----------- ------ ----------- ------ -----------
Commercial ......................... $ 1,602 12.84% $ 2,168 12.05% $ 1,429 11.88%
Commercial real estate ............. 6,901 42.20% 3,234 42.50% 3,640 38.01%
Residential real estate ............ 947 29.90% 3,299 29.83% 2,773 27.83%
Loans held-for-sale ................ 4 0.25% -- 0.21% -- 1.04%
Consumer ........................... 2,042 12.98% 1,305 12.47% 2,082 15.62%
Other .............................. 232 1.83% 326 2.94% 329 5.62%
------- --------- ------- --------- ------- ---------
Totals .......................... $11,728 100.00% $10,332 100.00% $10,253 100.00%
======= ========= ======= ========= ======= =========
INVESTMENT ACTIVITIES
General. The Company maintains a portfolio of investments to provide
liquidity and an additional source of income.
Securities by Category. The following table sets forth the amount of
securities by major categories held by the Company at December 31, 2000, 1999
and 1998.
At December 31,
------------------------------------------------
2000 1999 1998
---- ---- ----
(In thousands)
Securities Held to Maturity:
Obligations of state and political subdivisions ......... $ 1,866 $ 3,321 $ 3,620
------- ------- -------
Total ................................................ $ 1,866 $ 3,321 $ 3,620
======= ======= =======
Securities Available for Sale:
U.S. Treasury securities and obligations of U.S. ........
Government, corporations and agencies ................ $45,242 $19,191 $22,420
Obligations of state and political subdivisions ......... 1,416 1,535 1,113
------- ------- -------
Total ................................................ $46,658 $20,726 $23,533
======= ======= =======
For information regarding the amortized cost of securities at December 31,
2000, 1999 and 1998, see Note 2 of Notes to Consolidated Financial Statements.
7
Maturity Distributions of Securities. The following table sets forth the
distributions of maturities of securities at amortized cost as of December 31,
2000.
Due After One
Due in One Year through Due After Five Years Due
Year or Less Five Years through Ten Years After Ten Years Total
------------ ---------- ----------------- --------------- -----
(Dollars in thousands)
U.S. treasury securities - available for sale ... $ 1,004 $ -- $ -- $ -- $ 1,004
Federal agency obligations - available for
sale ......................................... 2,044 33,480 2,922 5,709 44,155
Obligations of state and political
subdivisions - available for sale ............ -- 524 -- 892 1,416
Obligations of state and political
subdivisions - held to maturity .............. 827 592 -- 447 1,866
Other securities - available for sale ........... -- -- -- -- --
------- ------- ------- ------- -------
Total ..................................... $ 3,875 $34,596 $ 2,922 $ 7,048 $48,441
Market value adjustment on available for
sale securities .............................. $ (10) $ 25 $ 27 $ 41 $ 83
------- ------- ------- ------- -------
Total ..................................... $ 3,865 $34,621 $ 2,949 $ 7,089 $48,524
======= ======= ======= ======= =======
Weighted average yield (a) ...................... 6.31% 7.00% 7.30% 7.13% 6.98%
======= ======= ======= ======= =======
------------------------
(a) Actual yields on tax-exempt obligations do not differ materially from
yields computed on a tax equivalent basis.
Expected maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties. For information regarding the amortized cost and
approximate market value of securities at December 31, 2000, by contractual
maturity, see Note 2 of Notes to Consolidated Financial Statements.
DEPOSITS
Deposits are the primary source of funds for the Company. Such deposits
consist of checking accounts, regular savings deposits, NOW accounts, Money
Market Accounts and market rate Certificates of Deposit. Deposits are attracted
from individuals, partnerships and corporations in the Company's market area. In
addition, the Company obtains deposits from state and local entities and, to a
lesser extent, U.S. Government and other depository institutions. The Company's
policy permits the acceptance of limited amounts of brokered deposits.
The following table sets forth the average balances and average interest
rates based on daily balances for deposits for the periods indicated.
Year Ended December 31,
-------------------------------------------------------------------------------
2000 1999 1998
---- ---- ----
Average Average Average Average Average Average
Balance Rate Paid Balance Rate Paid Balance Rate Paid
------- --------- ------- --------- ------- ---------
(Dollars in thousands)
Types of deposits (all in domestic offices)
Non-interest bearing demand
deposits............................... $ 46,010 --% $ 42,278 --% $ 39,822 --%
Interest bearing demand deposits.......... 148,428 2.67% 140,009 2.57% 107,647 2.45%
Savings deposits.......................... 45,461 2.55% 47,049 2.18% 53,128 2.28%
Time deposits............................. 353,278 5.71% 273,392 5.00% 255,872 5.46%
------------ ------- -------
Total deposits....................... $ 593,177 $502,728 $456,469
============ ======== ========
8
The following table indicates the amount of the Company's certificates of
deposit of $100,000 or more by time remaining until maturity as of December 31,
2000.
Certificates of
Maturity Period Deposits
--------------- --------
(In thousands)
Three months or less......................... $33,193
Over three through six months................ 29,355
Over six through twelve months............... 43,822
Over twelve months........................... 24,080
------
Total..................................... $130,450
========
COMPETITION
To compete effectively, the Company relies substantially on local
commercial activity; personal contacts by its directors, officers, other
employees and shareholders; personalized services; and its reputation in the
communities it serves.
According to data as of June 30, 2000 supplied by the FDIC, the Bank ranked
as the largest independent commercial bank in its market area, which includes
Greene, Hamblen, Hawkins, Sullivan, Washington, Madison, Loudon, Blount and
McMinn Counties and portions of Cocke, Monroe, Jefferson and Knox Counties. In
Greene County, there are six commercial banks and one savings bank, operating 22
branches and holding an aggregate of approximately $694 million in deposits as
of June 30, 2000.
Under the federal Bank Holding Company Act of 1956 (the "Holding Company
Act"), as amended by the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Riegle-Neal Act"), Tennessee banks and their holding companies
may be acquired by out-of-state banks or their holding companies, and Tennessee
banks and their holding companies may acquire out-of-state banks without regard
to whether the transaction is prohibited by the laws of any state. In addition,
the federal banking agencies may approve interstate merger transactions without
regard to whether such transactions are prohibited by the law of any state,
unless the home state of one of the banks opts out of the Riegle-Neal Act by
adopting a law that applies equally to all out-of-state banks and expressly
prohibits merger transactions involving out-of-state banks. The effect of the
Riegle-Neal Act may be to increase competition within the State of Tennessee
among banking institutions located in Tennessee and from banking companies
located anywhere in the country.
EMPLOYEES
As of December 31, 2000 the Company employed 388 full-time equivalent
employees. None of the Company's employees are presently represented by a union
or covered under a collective bargaining agreement. Management of the Company
considers relations with employees to be good.
REGULATION, SUPERVISION AND GOVERNMENTAL POLICY
The following is a brief summary of certain statutes, rules and regulations
affecting the Company and the Bank. A number of other statutes and regulations
have an impact on their operations. The following summary of applicable statutes
and regulations does not purport to be complete and is qualified in its entirety
by reference to such statutes and regulations.
Bank Holding Company Regulation. The Company is registered as a bank
holding company under the Holding Company Act and, as such, subject to
supervision, regulation and examination by the Board of Governors of the Federal
Reserve Board (the "FRB").
Acquisitions and Mergers. Under the Holding Company Act, a bank holding
company must obtain the prior approval of the FRB before (1) acquiring direct or
indirect ownership or control of any voting shares of any bank or bank holding
company if, after such acquisition, the bank holding company would directly or
indirectly own
9
or control more than 5% of such shares; (2) acquiring all or substantially all
of the assets of another bank or bank holding company; or (3) merging or
consolidating with another bank holding company. Also, any company must obtain
approval of the FRB prior to acquiring control of the Company or the Bank. For
purposes of the Holding Company Act, "control" is defined as ownership of more
than 25% of any class of voting securities of the Company or the Bank, the
ability to control the election of a majority of the directors, or the exercise
of a controlling influence over management or policies of the Company or the
Bank.
The Holding Company Act, as amended by the Riegle-Neal Act, generally
permits the FRB to approve interstate bank acquisitions by bank holding
companies without regard to any prohibitions of state law. See "Competition."
The Change in Bank Control Act and the related regulations of the FRB
require any person or persons acting in concert (except for companies required
to make application under the Holding Company Act), to file a written notice
with the FRB before such person or persons may acquire control of the Company or
the Bank. The Change in Bank Control Act defines "control" as the power,
directly or indirectly, to vote 25% or more of any voting securities or to
direct the management or policies of a bank holding company or an insured bank.
Bank holding companies like the Company are currently prohibited from
engaging in activities other than banking and activities so closely related to
banking or managing or controlling banks as to be a proper incident thereto. The
FRB's regulations contain a list of permissible nonbanking activities that are
closely related to banking or managing or controlling banks. A bank holding
company must file an application or notice with the Federal Reserve prior to
acquiring more than 5% of the voting shares of a company engaged in such
activities. Financial modernization legislation enacted on November 12, 1999,
however, will greatly broaden the scope of activities permissible for bank
holding companies. Effective March 11, 2000, this legislation permits bank
holding companies, upon classification as financial holding companies, to engage
in a broad variety of activities "financial" in nature. See "--Financial
Modernization Legislation."
Capital Requirements. The Company is also subject to FRB guidelines that
require bank holding companies to maintain specified minimum ratios of capital
to total assets and capital to risk-weighted assets. See "-- Capital
Requirements."
Dividends. The FRB has the power to prohibit dividends by bank holding
companies if their actions constitute unsafe or unsound practices. The FRB has
issued a policy statement expressing its view that a bank holding company should
pay cash dividends only to the extent that the company's net income for the past
year is sufficient to cover both the cash dividends and a rate of earning
retention that is consistent with the company's capital needs, asset quality,
and overall financial condition. The Company does not believe this policy
statement will limit the Company's activity to maintain its dividend payment
rate.
Support of Banking Subsidiaries. Under FRB policy, the Company is expected
to act as a source of financial strength to its banking subsidiaries and, where
required, to commit resources to support each of such subsidiaries. Further, if
the Bank's capital levels were to fall below minimum regulatory guidelines, the
Bank would need to develop a capital plan to increase its capital levels and the
Company would be required to guarantee the Bank's compliance with the capital
plan in order for such plan to be accepted by the federal regulatory authority.
Under the "cross guarantee" provisions of the Federal Deposit Insurance Act
(the "FDI Act"), any FDIC-insured subsidiary of the Company such as the Bank
could be liable for any loss incurred by, or reasonably expected to be incurred
by, the FDIC in connection with (i) the default of any other FDIC-insured
subsidiary also controlled by the Company or (ii) any assistance provided by the
FDIC to any FDIC-insured subsidiary of the Company in danger of default.
Transactions with Affiliates. The Federal Reserve Act imposes legal
restrictions on the quality and amount of credit that a bank holding company or
its non bank subsidiaries ("affiliates") may obtain from bank subsidiaries of
the holding company. For instance, these restrictions generally require that any
such extensions of credit by a bank to its affiliates be on nonpreferential
terms and be secured by designated amounts of specified collateral. Further, a
bank's ability to lend to its affiliates is limited to 10% per affiliate (20% in
the aggregate to all affiliates) of the bank's capital and surplus.
10
Bank Regulation. As a Tennessee banking institution, the Bank is subject to
regulation, supervision and regular examination by the Banking Department. The
deposits of the Bank are insured by the FDIC to the maximum extent provided by
law (a maximum of $100,000 for each insured depositor). Tennessee and federal
banking laws and regulations control, among other things, required reserves,
investments, loans, mergers and consolidations, issuance of securities, payment
of dividends, and establishment of branches and other aspects of the Bank's
operations. Supervision, regulation and examination of the Company and the Bank
by the bank regulatory agencies are intended primarily for the protection of
depositors rather than for holders of the Common Stock of the Company.
Extensions of Credit. Under joint regulations of the federal banking
agencies, including the FDIC, banks must adopt and maintain written policies
that establish appropriate limits and standards for extensions of credit that
are secured by liens or interests in real estate or are made for the purpose of
financing permanent improvements to real estate. These policies must establish
loan portfolio diversification standards, prudent underwriting standards,
including loan-to-value limits, that are clear and measurable, loan
administration procedures and documentation, approval and reporting
requirements. A bank's real estate lending policy must reflect consideration of
the Interagency Guidelines for Real Estate Lending Policies (the "Interagency
Guidelines") that have been adopted by the federal bank regulators. The
Interagency Guidelines, among other things, call upon depository institutions to
establish internal loan-to-value limits for real estate loans that are not in
excess of the loan-to-value limits specified in the Guidelines for the various
types of real estate loans. The Interagency Guidelines state that it may be
appropriate in individual cases to originate or purchase loans with
loan-to-value ratios in excess of the supervisory loan-to-value limits. The
aggregate amount of loans in excess of the supervisory loan-to-value limits,
however, should not exceed 100% of total capital and the total of such loans
secured by commercial, agricultural, multifamily and other non-one-to-four
family residential properties should not exceed 30% of total capital.
Federal Deposit Insurance. The Bank is subject to FDIC deposit insurance
assessments. The FDIC has established a risk-based deposit insurance assessment
system for insured depository institutions, under which insured institutions are
assigned assessment risk classifications based upon capital levels and
supervisory evaluations. Insurance assessment rates for BIF-insured banks such
as the Bank depend on the capital category and supervisory category to which a
bank is assigned and currently range from $0.00 to $0.27 per $100 of insured
deposits.
Safety and Soundness Standards. The Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA") required the federal bank regulatory agencies
to prescribe, by regulation, non-capital safety and soundness standards for all
insured depository institutions and depository institution holding companies.
The FDIC and the other federal banking agencies have adopted guidelines
prescribing safety and soundness standards pursuant to FDICIA. The safety and
soundness guidelines establish general standards relating to internal controls
and information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, and compensation, fees and
benefits. Among other things, the guidelines require banks to maintain
appropriate systems and practices to identify and manage risks and exposures
identified in the guidelines.
Capital Requirements. The FRB has established guidelines with respect to
the maintenance of appropriate levels of capital by registered bank holding
companies, and the FDIC has established similar guidelines for state-chartered
banks that are not members of the FRB. The regulations of the FRB and FDIC
impose two sets of capital adequacy requirements: minimum leverage rules, which
require the maintenance of a specified minimum ratio of capital to total assets,
and risk-based capital rules, which require the maintenance of specified minimum
ratios of capital to "risk-weighted" assets. At December 31, 2000, the Company
and the Bank satisfied the minimum required regulatory capital requirements. See
Note 10 of Notes to Consolidated Financial Statements.
The FDIC has issued final regulations that classify insured depository
institutions by capital levels and require the appropriate federal banking
regulator to take prompt action to resolve the problems of any institution that
fails to satisfy the capital standards. Under such regulations, a
"well-capitalized" bank is one that is not subject to any regulatory order or
directive to meet any specific capital level and that has or exceeds the
following capital levels: a total risk-based capital ratio of 10%, a Tier 1
risk-based capital ratio of 6%, and a leverage ratio of 5%. As of December 31,
2000, the Bank was "well-capitalized" as defined by the regulations. See Note 10
of Notes to Consolidated Financial Statements for further information.
11
Financial Modernization Legislation. On November 12, 1999, the
Gramm-Leach-Bliley Act of 1999 (the "GLBA") was signed into law. The Act
includes a number of provisions intended to modernize and to increase
competition in the American financial services industry, including authority for
bank holding companies to engage in a wider range of nonbanking activities,
including securities underwriting and general insurance activities. Under the
GLBA, a bank holding company that elects to be deemed a "financial holding
company" will be permitted to engage in any activity that the Federal Reserve,
in consultation with the Secretary of the Treasury, determines by regulation or
order is (i) financial in nature, (ii) incidental to any such financial
activity, or (iii) complementary to any such financial activity and does not
pose a substantial risk to the safety or soundness of depository institutions or
the financial system generally. The GLBA identifies certain activities that are
deemed to be financial in nature, including those nonbanking activities
currently authorized for bank holding companies by the Federal Reserve as well
as insurance and securities underwriting, insurance agency and merchant banking
activities. In order to take advantage of this new authority, a bank holding
company's depository institution subsidiaries must be well-capitalized and
well-managed and have at least a satisfactory examination rating under the
Community Reinvestment Act.
In addition, the GLBA authorizes national banks to engage, through
"financial subsidiaries," in any activity that is permissible for a financial
holding company (as described above) and any activity that the Secretary of the
Treasury, in consultation with the Federal Reserve, determines is financial in
nature or incidental to any such financial activity, except (i) insurance
underwriting, (ii) real estate development or real estate investment activities
(unless otherwise permitted by law), (iii) insurance company portfolio
investments and (iv) merchant banking. In order to invest in a financial
subsidiary, a national bank must be well-managed and well-capitalized (after
deducting from capital the bank's outstanding investments in financial
subsidiaries) and have at least a "satisfactory" examination rating under the
Community Reinvestment Act.
The GLBA provides that state banks, such as the Bank, may invest in
financial subsidiaries (assuming they have the requisite investment authority
under applicable state law) that engage as principal in activities that would
only be permissible for a national bank to conduct in a financial subsidiary.
This authority is generally subject to the same conditions that apply to
investments made by a national bank in financial subsidiaries. Since a
Tennessee-chartered bank is authorized by state law to exercise any power or
engage in any activity that it could exercise or engage in if it were a national
bank located in Tennessee, the financial subsidiary authority under the GLBA
could result in the expansion of activities permissible for Tennessee bank
subsidiaries.
Most of the GLBA's provisions have delayed effective dates and require the
adoption of federal banking regulations to implement the statutory provisions.
The Federal Reserve and the FDIC have yet to issue final regulations under the
GLBA, and the effect of such regulations, when adopted, cannot be predicted.
However, the legislation is expected to present opportunities to the Company and
the Bank for new business activities, although no such activities are presently
planned, and may also have the effect of increasing competition for the Company
and the Bank.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information regarding the executive officers
of the Company.
Age At
Name December 31, 2000 Title
---- ----------------- -----
R. Stan Puckett 44 President and Chief Executive Officer
William F. Richmond 51 Senior Vice President and Chief Financial Officer
R. STAN PUCKETT currently serves as President and Chief Executive Officer
of the Company and has held that position since 1990. He has served as President
and Chief Executive Officer of the Bank since February 1989. He is a graduate of
Bristol University with a degree in business administration. He served as
President of First American National Bank of Johnson City, Tennessee from
December 1987 to February 1989 and as its Vice President from June 1986 to
December 1987. He was Assistant Vice President of First Union National Bank in
Asheville, North Carolina from September 1983 to June 1986 and served as
commercial loan officer of Signet Bank in Bristol, Virginia from September 1977
to June 1983.
12
WILLIAM F. RICHMOND joined the Company in February 1996 and currently
serves as Senior Vice President and Chief Financial Officer of the Company and
the Bank. Prior to joining the Company, Mr. Richmond served, subsequent to the
acquisition of Heritage Federal Bancshares, Inc. ("Heritage") by First American
Corporation (now a part of AmSouth Bancorporation), as transition coordinator
for various financial matters from November 1995 through January 1996. Heritage
was the parent of Heritage Federal Bank for Savings located in Kingsport,
Tennessee. He served as Senior Vice President and Chief Financial Officer for
Heritage from June 1991 through October 1995 and as controller from April 1985
through May 1991. He has been active in community activities in the Tri-Cities,
Tennessee area, having served on the Board of Directors of Boys and Girls Club,
Inc. and as President of the Tri-Cities Estate Planning Council. He has served
in various capacities with the United Way of Greater Kingsport and is a Paul
Harris Fellow in Rotary International. He is licensed as a Certified Public
Accountant in Virginia and Tennessee and is also a Certified Financial Planner.
ITEM 2. PROPERTIES
The Company's principal executive offices are located at 100 North Main
Street, Greeneville, Tennessee in facilities owned by the Bank. At December 31,
2000, the Company maintained a main office in Greeneville, Tennessee and 25 bank
branches (of which seven are in leased operating premises) and 19 separate
locations operated by the Bank's subsidiaries.
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company and its subsidiaries are parties to various
legal proceedings incident to its business. At December 31, 2000, there were no
legal proceedings which management anticipates would have a material adverse
effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders of the Company through a
solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information contained under the section captioned "Market and Dividend
Information" in the Company's 2000 Annual Report to Shareholders (the "Annual
Report") filed as Exhibit 13 hereto is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information contained in the table captioned "Selected Financial
Highlights" in the Company's Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information contained in the section captioned "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the Company's
Annual Report is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information set forth under Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Interest Rate
Sensitivity" is incorporated herein by reference.
13
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements contained in the Company's Annual
Report are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The information contained in the section captioned "Change in Accountants"
in the Company's Annual Report is incorporated herein by reference.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information concerning the Board of Directors of the Company, the
information contained under the section captioned "Election of Directors" in the
Company's definitive proxy statement for the Company's 2001 Annual Meeting of
Shareholders (the "Proxy Statement") is incorporated herein by reference.
Information regarding executive officers of the Company is contained in the
section captioned "Executive Officers of the Registrant" under Part I hereof and
is incorporated herein by reference.
Information regarding delinquent Form 3, 4 or 5 filers is incorporated
herein by reference to the section entitled "Beneficial Ownership Reports" in
the Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the section captioned "Election of
Directors -- Executive Compensation and Other Benefits" in the Proxy Statement
is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners
Information required by this item is incorporated herein by
reference to the section captioned "Security Ownership of
Certain Beneficial Owners and Management" in the Proxy
Statement.
(b) Security Ownership of Management
Information required by this item is incorporated herein by
reference to the sections captioned "Security Ownership of
Certain Beneficial Owners and Management" and "Election of
Directors" in the Proxy Statement.
(c) Changes in Control
Management of the Company knows of no arrangements,
including any pledge by any person of securities of the
Company, the operation of which may at a subsequent date
result in a change in control of the registrant.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference
to the section captioned "Election of Directors" in the Proxy Statement. PART IV
14
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) The following consolidated financial statements of the Company
included in the Annual Report are incorporated herein by reference from Item 8
of this Report. The remaining information appearing in the Annual Report to
Shareholders is not deemed to be filed as part of this Report, except as
expressly provided herein.
1. Report of Independent Accountants.
2. Consolidated Balance Sheets - December 31, 2000 and 1999.
3. Consolidated Statements of Income for the Years Ended December
31, 2000, 1999 and 1998.
4. Consolidated Statements of Changes in Shareholders' Equity for
the Years Ended December 31, 2000, 1999 and 1998.
5. Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998.
6. Notes to Consolidated Financial Statements.
(a)(2) All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore have
been omitted.
(a)(3) The following exhibits either are filed as part of this Report or
are incorporated herein by reference:
Exhibit No. 3. Articles of Incorporation and Bylaws
(i) Amended and Restated Charter,
effective June 18, 1998 --
incorporated herein by reference to
the Company's Annual Report on Form
10-K for the year ended December 31,
1998.
(ii) Amended and Restated Bylaws
Exhibit No. 10. Employment Agreements
(i) Employment agreement between the
Company and R. Stan Puckett --
incorporated herein by reference to
the Company's Annual Report on Form
10-K for the year ended December 31,
1995.
Exhibit No. 11. Statement re Computation of Per Share Earnings
Incorporated by reference to Note 12
of the Notes to Consolidated Financial
Statements.
Exhibit No. 13. Annual Report to Shareholders
Except for those portions of the
Annual Report to Shareholders for the
year ended December 31, 2000, that are
expressly incorporated herein by
reference, such Annual Report is
furnished for the information of the
Commission and is not to be deemed
"filed" as part of this Report.
15
Exhibit No. 21. Subsidiaries of the Registrant
A list of subsidiaries of the Registrant is
included as an exhibit to this Report.
Exhibit No. 23.1. Consent of PricewaterhouseCoopers LLP
Exhibit No. 23.2. Consent of Crowe, Chizek and Company LLP
(b) Reports on Form 8-K. During the last quarter of the year ended
December 31, 2000, the Company filed two separate reports on Form
8-K. The first report, filed on October 5, 2000, disclosed that
the Bank entered into two separate agreements pursuant to which
the Bank would acquire two branches from Wachovia Bank, N.A., and
sell one of its branches to Wachovia Bank, N.A. The second
report, filed on October 24, 2000, disclosed that the Company had
changed its independent auditors from PriceWaterhouseCoopers to
Crowe, Chizek and Company LLP. No financial statements were filed
with either report.
(c) Exhibits. The exhibits required by Item 601 of Regulation S-K are
either filed as part of this Annual Report on Form 10-K or
incorporated herein by reference.
(d) Financial Statements and Financial Statement Schedules Excluded
From Annual Report. There are no financial statements and
financial statement schedules which were excluded from the Annual
Report pursuant to Rule 14a-3(b)(1) which are required to be
included herein.
16
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
behalf by the undersigned, thereunto duly authorized.
GREENE COUNTY BANCSHARES, INC.
Date: March 30, 2001 By: /s/ R. Stan Puckett
----------------------------------
R. Stan Puckett
Director, President and
Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated and on the dates indicated.
SIGNATURE AND TITLE: DATE:
/s/ R. Stan Puckett March 30, 2001
----------------------------------------
R. Stan Puckett
Director, President and Chief
Executive Officer
(Principal Executive Officer)
/s/ William F. Richmond March 30, 2001
----------------------------------------
William F. Richmond
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Ralph T. Brown March 30, 2001
----------------------------------------
Ralph T. Brown
Chairman of the Board
/s/ Phil M. Bachman, Jr. March 30, 2001
----------------------------------------
Phil M. Bachman, Jr.
Director
/s/ Charles S. Brooks March 30, 2001
----------------------------------------
Charles S. Brooks
Director
/s/ Bruce Campbell March 30, 2001
----------------------------------------
Bruce Campbell
Director
17
/s/ W.T. Daniels March 30, 2001
----------------------------------------
W.T. Daniels
Director
/s/ J.W. Douthat March 30, 2001
----------------------------------------
J.W. Douthat
Director
/s/ James A. Emory March 30, 2001
----------------------------------------
James A. Emory
Director
/s/ Jerald K. Jaynes March 30, 2001
----------------------------------------
Jerald K. Jaynes
Director
/s/ Terry Leonard March 30, 2001
----------------------------------------
Terry Leonard
Director
/s/ H.J. Moser, III March 30, 2001
----------------------------------------
H.J. Moser, III
Director
/s/ Davis Stroud March 30, 2001
----------------------------------------
Davis Stroud
Director
/s/ Charles Whitfield March 30, 2001
----------------------------------------
Charles Whitfield
Director
18