FIRST FINANCIAL CORP /IN/ - Annual Report: 2006 (Form 10-K)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
| o | 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 0-16759
FIRST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| INDIANA (State of Incorporation) |
35-1546989 (I.R.S. Employer Identification Number) |
| One First Financial Plaza Terre Haute, Indiana (Address of Registrant’s Principal Executive Offices) |
47807 (Zip Code) |
(812) 238-6000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of Exchange on Which Registered | |
| Common Stock, no par value | The NADAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
None
Indicate by check mark if the registrant is a well-known-seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or Section 15(d) of the Act. Yes o No þ
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 þ No o
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. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or
a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule
12b-2 of the Exchange Act of 1934.
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o No þ
As of June 30, 2006 the aggregate market value of the voting stock held by nonaffiliated of the
registrant based on the average bid and ask prices of such stock was $354,799,976. (For purposes of
this calculation, the Corporation excluded the stock owned by certain beneficial owners and
management and the Corporation’s ESOP.)
Shares of Common Stock outstanding as of March 12, 2007—13,226,321 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2006 Annual Report to Shareholders are incorporated by reference into Parts I
and II. Portions of the Definitive Proxy Statement for the First Financial Corporation Annual
Meeting of Shareholders to be held April 18, 2007 are incorporated by reference into Part III.
Form 10-K Cross-Reference Index
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PART I
ITEM 1. BUSINESS
First Financial Corporation (the “Corporation”) is a financial services holding company. The
Corporation was originally organized as an Indiana corporation in 1984 to operate as a bank holding
company. For more information on the Corporation’s business, please refer to the following sections
of the 2006 Annual Report to Shareholders, which are incorporated by reference into this Form 10-K:
| 1. | Description of services, affiliations, and number of employees, on page 35. | ||
| 2. | Information regarding supervision of the Corporation, on page 14. | ||
| 3. | Details regarding competition, on page 35. |
ITEM 1A. RISK FACTORS
The Corporation Is Subject To Interest Rate Risk
Interest and fees on loans and securities, net of interest paid on deposits and borrowings,
are a large part of the Corporation’s net income. Interest rates are key drivers of the
Corporation’s net interest margin and subject to many factors beyond the control of management. As
interest rates change, net interest income is affected. Rapid increases in interest rates in the
future could result in interest expense increasing faster than interest income because of
mismatches in financial instrument maturities. Further, substantially higher interest rates
generally reduce loan demand and may result in slower loan growth. Decreases or increases in
interest rates could have a negative effect on the spreads between the interest rates earned on
assets and the rates of interest paid on liabilities, and therefore decrease net interest income.
The Corporation Is Subject To Lending Risk
There are inherent risks associated with the Corporation’s lending activities. These risks
include, among other things, the impact of changes in interest rates and changes in the economic
conditions in the markets where the Corporation operates as well as those across Indiana, Illinois
and the United States. Increases in interest rates and/or weakening economic conditions could
adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral
securing these loans. The Corporation is also subject to various laws and regulations that affect
its lending activities. Failure to comply with the applicable laws and regulations could subject
the Corporation to regulatory enforcement action that could result in the assessment of significant
civil money penalties against the Corporation.
The Corporation’s Allowance for Possible Loan Losses May Be Insufficient
The Corporation maintains an allowance for possible loan losses, which is a reserve
established through a provision for possible loan losses charged to expense, that represents
management’s best estimate of probable losses that have been incurred within the existing portfolio
of loans. The level of the allowance reflects management’s continuing evaluation of industry
concentrations; specific credit risks; loan loss experience; current loan portfolio quality;
present economic, political and regulatory conditions and unidentified losses inherent in the
current loan portfolio. The determination of the appropriate level of the allowance for possible
loan losses inherently involves a high degree of subjectivity and requires the Corporation to make
significant estimates of current credit risks and future trends, all of which may undergo material
changes. Changes in economic conditions affecting borrowers, new information regarding existing
loans, identification of additional problem loans and other factors, both within and outside of the
Corporation’s control, may require an increase in the allowance for possible loan losses. In
addition, bank regulatory agencies periodically review the Corporation’s allowance for loan losses
and may require an increase in the provision for possible loan losses or the recognition of further
loan charge-offs, based on judgments different than those of management. In addition, if
charge-offs in future periods exceed the allowance for possible loan losses; the Corporation will
need additional provisions to increase the allowance for possible loan losses. Any increase in the
allowance for possible loan losses will result in a decrease in net income and, possibly, capital,
and may have a material adverse effect on the Corporation’s financial condition and results of
operations.
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The Corporation Operates In a Highly Competitive Industry and Market Area
The Corporation faces substantial competition in all areas of its operations from a variety of
different competitors. Such competitors include banks and many other types of financial
institutions, including, without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance companies, factoring
companies and other financial intermediaries. The financial services industry could become even
more competitive as a result of legislative, regulatory and technological changes and continued
consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a
financial holding company, which can offer virtually any type of financial service, including
banking, securities underwriting, insurance (both agency and underwriting) and merchant banking.
Also, technology has lowered barriers to entry and made it possible for non-banks to offer products
and services traditionally provided by banks, such as automatic transfer and automatic payment
systems. Many of the Corporation’s competitors have fewer regulatory constraints and may have lower
cost structures.
The Corporation’s ability to compete successfully depends on a number of factors, including,
among other things:
| • | The ability to develop, maintain and build upon long-term customer relationships based on top quality service, and safe, sound assets. | ||
| • | The ability to expand the Corporation’s market position. | ||
| • | The scope, relevance and pricing of products and services offered to meet customer needs and demands. | ||
| • | The rate at which the Corporation introduces new products and services relative to its competitors. | ||
| • | Customer satisfaction with the Corporation’s level of service. | ||
| • | Industry and general economic trends. |
Failure to perform in any of these areas could significantly weaken the Corporation’s
competitive position, which could adversely affect the Corporation’s growth and profitability,
which, in turn, could have a material adverse effect on the corporation’s financial condition and
results of operations.
The Corporation Is Subject To Extensive Government Regulation and Supervision
The Corporation, primarily through the Bank, is subject to extensive federal regulation and
supervision. Banking regulations are primarily intended to protect depositors’ funds, federal
deposit insurance funds and the banking system as a whole, not shareholders. These regulations
affect the Corporation’s lending practices, capital structure, investment practices, and growth,
among other things. Congress and federal regulatory agencies continually review banking laws,
regulations and policies for possible changes. Changes to statutes, regulations or regulatory
policies, including changes in interpretation or implementation of statutes, regulations or
policies, could affect the Corporation in substantial and unpredictable ways. Such changes could
subject the Corporation to additional costs, limit the types of financial services and products the
Corporation may offer and/or increase the ability of non-banks to offer competing financial
services and products among other things. Failure to comply with laws, regulations or policies
could result in sanctions by regulatory agencies, civil money penalties and/or reputation damage,
which could have a material adverse effect on the Corporation’s business, financial condition and
results of operations. While the Corporation has policies and procedures designed to prevent any
such violations, there can be no assurance that such violations will not occur.
The Corporation’s Controls and Procedures May Fail or Be Circumvented
Management regularly reviews and updates the Corporation’s internal controls, disclosure
controls and procedures, and corporate governance policies and procedures. Any system of controls,
however well designed and operated, is based in part on certain assumptions and can provide only
reasonable, not absolute, assurances that the objectives of the system are met. Any failure or
circumvention of the Corporation’s controls and procedures or failure to comply with regulations
related to controls and procedures could have a material adverse effect on the Corporation’s
business, results of operations and financial condition.
The Corporation Is Dependent On Certain Key Management and Staff
The Corporation relies on key personnel to manage and operate its business. The loss of key
staff may adversely affect our ability to maintain and manage these portfolios effectively, which
could negatively affect our revenues. In addition, loss of key personnel could result in increased
recruiting and hiring expenses, which could cause a decrease in the Corporation’s net income.
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The Corporation’s Information Systems May Experience an Interruption or Breach in Security
The Corporation relies heavily on communications and information systems to conduct its
business. Any failure, interruption or breach in security of these systems could result in failures
or disruptions in the Corporation’s customer relationship management, general ledger, deposit, loan
and other systems. While the Corporation has policies and procedures designed to prevent or limit
the effect of the failure, interruption or security breach of its information systems, there can be no assurance that any such failures, interruptions or security breaches will
not occur or, it they do occur, that they will be adequately addressed. The occurrence of any
failures, interruptions or security breaches of the Corporation’s information systems could damage
the Corporation’s reputation, result in a loss of customer business, subject the Corporation to
additional regulatory scrutiny, or expose the Corporation to civil litigation and possible
financial liability, any of which could have a material adverse effect on the Corporation’s
financial condition and results of operations.
The Corporation Continually Encounters Technological Change
The financial services industry is continually undergoing rapid technological change with
frequent introductions of new technology-driven products and services. The effective use of
technology increases efficiency and enables financial institutions to better serve customers and to
reduce costs. The Corporation’s future success depends, in part, upon its ability to address the
needs of its customers by using technology to provide products and services that will satisfy
customer demands, as well as to create additional efficiencies in the Corporation’s operations.
Failure to successfully keep pace with the technological change affecting the financial services
industry could have a material adverse impact on the Corporation’s business and, in turn, the
Corporation’s financial condition and results of operations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
First Financial Corporation is located in a four-story office building in downtown Terre
Haute, Indiana that was first occupied in June 1988. It is leased to First Financial Bank N.A., a
wholly-owned subsidiary (the Bank). The Bank also owns three other facilities in downtown Terre
Haute. Two are leased to other parties and the third is a 50,000-square-foot building housing
operations and administrative staff and equipment. In addition, the Bank holds in fee five other
branch buildings. One of the branch buildings is a single-story 36,000-square-foot building which
is located in a Terre Haute suburban area. Six other branch bank buildings are leased by the Bank.
The expiration dates on five of the leases are June 30, 2012, May 31, 2011, February 14, 2011,
December 31, 2008, and February 14, 2011. The sixth lease is on a month-to-month basis.
Facilities of the Corporation’s banking centers in Clay County include three offices in
Brazil, Indiana and offices in Clay City and Poland, Indiana. All five buildings are held in fee.
Facilities of the Corporation’s banking centers in Vermillion County include two offices in
Clinton, Indiana and offices in Cayuga and Newport, Indiana. All four buildings are held in fee.
Facilities of the Corporation’s banking centers in Sullivan County include offices in
Sullivan, Carlisle, Dugger, Farmersburg and Hymera, Indiana. All five buildings are held in fee.
Facilities of the Corporation’s banking center in Greene County include an office in
Worthington, Indiana. This building is held in fee.
Facilities of the Corporation’s banking centers in Knox County include offices in Monroe City,
Sandborn and Vincennes, Indiana. All three buildings are held in fee.
Facilities of the Corporation’s banking centers in Parke County include two offices in
Rockville, Indiana and offices in Marshall, Montezuma and Rosedale, Indiana. All five buildings are
held in fee.
Facilities of the Corporation’s banking center in Putnam County include an office in
Greencastle, Indiana. This building is held in fee.
Facilities of the Corporation’s banking centers in Crawford County include its main office and
a drive-up facility in Robinson, Illinois and a branch facility in Oblong, Illinois. All three of
the buildings are held in fee.
Facilities of the Corporation’s banking centers in Lawrence County include offices in Sumner
and Lawrenceville, Illinois. Both of the buildings are held in fee.
Facilities of the Corporation’s banking center in Wayne County include an office in Fairfield,
Illinois. This building is held in fee.
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Facilities of the Corporation’s banking center in Jasper County include an office in Newton,
Illinois. This building is held in fee.
Facilities of the Corporation’s banking center in Coles County include an office in
Charleston, Illinois. This building is held in fee.
Facilities of the Corporation’s banking center in Clark County include an office in Marshall,
Illinois. This building is held in fee.
Facilities of the Corporation’s banking center in Vermilion County include an office in Ridge
Farm, Illinois. This building is held in fee.
Facilities of the Corporation’s banking centers in Richland County include two offices in
Olney, Illinois. One building is held in fee and the other building is leased. The expiration date
on the lease is March 1, 2010.
The facility of the Corporation’s subsidiary, The Morris Plan Company, includes an office
facility in Terre Haute, Indiana. The building is leased by The Morris Plan Company. The expiration
date on the lease is August 31, 2008.
Facilities of the Corporation’s subsidiary, Forrest Sherer, Inc., include its main office and
one satellite office in Terre Haute, Indiana. The buildings are held in fee by Forrest Sherer, Inc.
ITEM 3 LEGAL PROCEEDINGS
There are no material pending legal proceedings which involve the Corporation or its
subsidiaries, other than ordinary routine litigation incidental to its business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
See “Market and Dividend Information” on page 46 of the 2006 Annual Report. That portion of
the Annual Report is incorporated by reference into this Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA
See “Five Year Comparison of Selected Financial Data” on page 9 of the 2006 Annual Report to
Shareholders. That portion of the Annual Report is incorporated by reference into this Form 10-K.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
See “Management’s Discussion and Analysis” on pages 34 through 44 of the 2006 Annual Report to
Shareholders. That portion of the Annual Report is incorporated by reference into this Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See “Interest Rate Risk” section of “Management’s Discussion and Analysis” on pages 43 and 44
of the 2006 Annual Report to Shareholders. That portion of the Annual Report is incorporated by
reference into this Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See “Consolidated Balance Sheets” on page 10, “Consolidated Statements of Income” on page 11,
“Consolidated Statements of Changes in Shareholders Equity” on page 12, “Consolidated Statements of
Cash Flows” on page 13, and “Notes to Consolidated Financial Statements” on pages 14-32. “Report of
Independent Registered Public Accounting Firm on Financial Statements” can be found on page 32 of
the 2006 Annual Report to Shareholders. Those portions of the Annual Report are incorporated by
reference into this Form 10-K.
Statistical disclosure by the Corporation includes the following information in the 2006 Annual
Report to Shareholders, which is incorporated by reference into this Form 10-K:
| 1. | “Volume/Rate Analysis,” on page 36. | ||
| 2. | “Securities,” on page 38. | ||
| 3. | “Loan Portfolio,” on page 39. | ||
| 4. | “Allowance for Loan Losses,” on pages 40 and 41. | ||
| 5. | “Nonperforming Loans,” on pages 41. | ||
| 6. | “Deposits,” on page 42. | ||
| 7. | “Consolidated Balance Sheet-Average Balances and Interest Rates,” on page 45. |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation (the
“Evaluation”), under the supervision and with the participation of our President and Chief
Executive Officer (“CEO”), who serves as our principal executive officer, and Chief Financial
Officer (“CFO”), who serves as our principal financial officer, of the effectiveness of our
disclosure controls and procedures (“Disclosure Controls”). Based on the Evaluation, our CEO and
CFO concluded that our Disclosure Controls are effective and designed to ensure that the
information required to be included in our periodic SEC reports is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Controls
There was no change in the Corporation’s internal control over financial reporting that
occurred during the
Corporation’s fourth fiscal quarter of 2006 that has materially affected, or is reasonably
likely to materially affect, the Corporation’s internal control over financial reporting.
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Management’s Report on Internal Control Over Financial Reporting
See “Management’s Report on Internal Control Over Financial Reporting” on page 34 of the 2006
Annual Report to Shareholders and “Report of Independent Registered Public Accounting Firm on
Internal Control Over Financial Reporting” on page 33 of the 2006 Annual Report to Shareholders.
That portion of the annual report is incorporated by reference in response to this Item 9A of the
Form 10-K.
ITEM 9B. OTHER INFORMATION
The Company established the compensation to be paid to Directors for the year 2007 on December
19, 2006. These amounts are set forth on Exhibit 10.3 to this Form 10-K.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
In accordance with the provisions of General Instruction G to Form 10-K, the information
required for disclosure under Item 10 is not set forth herein because the Corporation intends to
file with the Securities and Exchange Commission a definitive Proxy Statement pursuant to
Regulation 14A not later than 120 days following the end of its 2006 fiscal year, which Proxy
Statement will contain such information. The information required by Item 10 is incorporated by
reference to such Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
In accordance with the provisions of General Instruction G to Form 10-K, the information
required for disclosure under Item 11 is not set forth herein because the Corporation intends to
file with the Securities and Exchange Commission a definitive Proxy Statement pursuant to
Regulation 14A not later than 120 days following the end of its 2006 fiscal year, which Proxy
Statement will contain such information. The information required by Item 11 is incorporated by
reference to such Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER
MATTERS
In accordance with the provisions of General Instruction G to Form 10-K, the information
required for disclosure under Item 12 is not set forth herein because the Corporation intends to
file with the Securities and Exchange Commission a definitive Proxy Statement pursuant to
Regulation 14A not later than 120 days following the end of its 2006 fiscal year, which Proxy
Statement will contain such information. The information required by Item 12 is incorporated by
reference to such Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
In accordance with the provisions of General Instruction G to Form 10-K, the information
required for disclosure under Item 13 is not set forth herein because the Corporation intends to
file with the Securities and Exchange Commission a definitive Proxy Statement pursuant to
Regulation 14A not later than 120 days following the end of its 2006 fiscal year, which Proxy
Statement will contain such information. The information required by Item 13 is incorporated by
reference to such Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
In accordance with the provisions of General Instruction G to Form 10-K, the information
required for disclosure under Item 14 is not set forth herein because the Corporation intends to
file with the Securities and Exchange Commission a definitive Proxy Statement pursuant to
Regulation 14A not later than 120 days following the end of its 2006 fiscal year, which Proxy
Statement will contain such information. The information required by Item 14 is incorporated by
reference to such Proxy Statement.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a)(1) | The following consolidated financial statements of the Registrant and its subsidiaries are included in the 2006 Annual Report to Shareholders of First Financial Corporation attached: |
Consolidated Balance Sheets—December 31, 2006 and 2005
Consolidated Statements of Income—Years ended December 31, 2006, 2005, and 2004
Consolidated Statements of Changes in Shareholders’ Equity—Years ended December 31,
2006, 2005, and 2004
Consolidated Statements of Cash Flows—Years ended December 31, 2006, 2005, and 2004
Notes to Consolidated Financial Statements
| (2) | Schedules to the Consolidated Financial Statements required by Article 9 of Regulation S-X are not required, inapplicable, or the required information has been disclosed elsewhere. | ||
| (3) | Listing of Exhibits: |
| Exhibit Number | Description | |
3.1
|
Amended and Restated Articles of Incorporation of First Financial Corporation, incorporated by reference to Exhibit 3(i) of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002 | |
3.2
|
Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3(ii) of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002 | |
10.1
|
Employment Agreement for Norman L. Lowery, dated March 29, 2006 and effective January 1, 2006, incorporated by reference to Exhibit 10.2 to the Corporation’s Form 10-Q filed for the quarter ended March 31, 2006 | |
10.2
|
2001 Long-Term Incentive Plan of First Financial Corporation, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002 | |
10.3
|
2007 Schedule of Director Compensation | |
10.4
|
2007 Schedule of Named Executive Officer Compensation, incorporated by reference to the Corporation’s Form 8-K filed December 22, 2006 | |
13
|
Annual Report | |
21
|
Subsidiaries | |
31.1
|
Certification pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal Executive Officer | |
31.2
|
Certification pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal Financial Officer | |
32.1
|
Certification pursuant to 18 U.S.C. Section 1350 of Principal Executive Officer | |
32.2
|
Certification pursuant to 18 U.S.C. Section 1350 of Principal Financial Officer |
| (b) | Exhibits-Exhibits to (a) (3) listed above are attached to this report. | |
| (c) | Financial Statements Schedules-No schedules are required to be submitted. See response to ITEM 15(a) (2). |
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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.
| First Financial Corporation |
||||
| /s/ Michael A. Carty | ||||
| Michael A. Carty, Secretary, Treasurer & CFO | ||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||
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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 and on the dates
indicated.
| NAME | DATE | |
/s/ Donald E. Smith
|
March 12, 2007 | |
Donald E. Smith, President and Director |
||
/s/ Michael A. Carty
|
March 12, 2007 | |
Michael A. Carty, Secretary, Treasurer & CFO |
||
(Principal Financial Officer and Principal Accounting Officer) |
||
/s/ W. Curtis Brighton
|
March 12, 2007 | |
W. Curtis Brighton, Director |
||
/s/ B. Guille Cox, Jr.
|
March 12, 2007 | |
B. Guille Cox, Jr., Director |
||
/s/ Thomas T. Dinkel
|
March 12, 2007 | |
Thomas T. Dinkel, Director |
||
/s/ Anton H. George
|
March 12, 2007 | |
Anton H. George, Director |
||
/s/ Gregory L. Gibson
|
March 12, 2007 | |
Gregory L. Gibson, Director |
||
/s/ Norman L. Lowery
|
March 12, 2007 | |
Norman L. Lowery, Vice Chairman, CEO & Director |
||
(Principal Executive Officer) |
||
/s/ Patrick O’Leary
|
March 12, 2007 | |
Patrick O’Leary, Director |
||
/s/ Ronald K. Rich
|
March 12, 2007 | |
Ronald K. Rich, Director |
||
/s/ Virginia L. Smith
|
March 12, 2007 | |
Virginia L. Smith, Director |
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EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
10.3
|
2007 Schedule of Director Compensation | |
13
|
Annual Report | |
21
|
Subsidiaries | |
31.1
|
Certification pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal Executive Officer | |
31.2
|
Certification pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal Financial Officer | |
32.1
|
Certification pursuant to 18 U.S.C. Section 1350 of Principal Executive Officer | |
32.2
|
Certification pursuant to 18 U.S.C. Section 1350 of Principal Financial Officer |
12