ITEM 3. LEGAL PROCEEDINGS
The Company is not involved in any material legal proceedings other than routine legal proceedings undertaken in the ordinary course of business. In the opinion of management, after consultation with counsel, the aggregate amount involved in such proceedings is not material to the financial condition or results of operations of the Company.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of 1995, there were no matters submitted to a vote of the shareholders of Center Banks.
PART II.
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
The information contained on the inside back cover of the Company's Annual Report to Shareholders for the year ended December 31, 1995 (the "Annual Report") and page 1 of the definitive Proxy Statement are incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Other required information contained in the table on page 6 of the Annual Report is incorporated herein by reference.
ITEM 7.
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 Operation" in the Annual Report is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements contained in the 1995 Annual Report are incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III.
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") requires the reporting to the Securities and Exchange Commission (the "Commission") within required time frames of transactions in Company common stock by insiders. All filings required under Section 16 of the Exchange Act during 1995 were filed on a timely basis, except for a Form 4 for J. David Hammond, Executive Vice President, which was filed late due to an oversight. In making these statements, the Company has relied on written representations of its incumbent executive officers and directors.
Additional information regarding directors of the Company is incorporated by reference from pages 2 to 5 of the definitive Proxy Statement.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required herein is incorporated by reference from pages 6 to 7 of the definitive Proxy Statement.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required herein is incorporated by reference from pages 2 to 4 of the definitive Proxy Statement.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) The following financial statements are incorporated herein by reference:
Independent Auditors' Report
Consolidated Balance Sheets as of December 31, 1995 and 1994
Consolidated Statements of Income for the Years Ended December 31, 1995, 1994 and 1993.
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1995, 1994 and 1993.
Consolidated Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993.
Notes to Consolidated Financial Statements
(a)(2) There are no financial statement schedules which are required to be filed as a part of this form since they are not applicable.
(a)(3) See (c) below for all exhibits filed herewith.
(b) During the three-month period ended December 31, 1995, the Registrant filed a Form 8-K announcing the election of Anne E. O' Connor to the Company's Board of Directors. No financial statements were filed with this report.
(c) Exhibits. The following exhibits are either filed as part of this annual report on Form 10-K, or are incorporated herein by reference:
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.
Center Banks Incorporated - ------------------------- Registrant