8-K 1 globebancorp8k121604.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 17, 2004 ----------------- Globe Bancorp, Inc. ------------------- (Exact name of registrant as specified in its charter) Louisiana 0001136645 72-1498296 --------- ---------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4051 Veterans Blvd., Suite 100 Metairie, LA 70002 ------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (504) 887-0057 -------------- N/A -------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: __ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) __ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) __ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) __ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. (d) On December 16, 2004, Globe Bancorp, Inc. announced in a press release its intentions to file with the Securities and Exchange Commission its plans to terminate the Company's common stock registration under Section 12(g) of the Securities and Exchange Act of 1934. The Board of Directors, in a meeting on December 15, 2004, authorized the filing of a Form 15 to terminate registration of its common stock under the Securities Exchange Act of 1934 on December 17, 2004. Upon deregistration, Globe Bancorp's common stock will no longer be quoted on the OTC Bulletin Board. The Board's action is intended to reduce the costs and administrative burdens in connection with a public company status. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description ----------- ------------------------------------------------------------ 99.1 Press release dated December 16, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GLOBE BANCORP, INC. ------------------- Registrant Date: December 17, 2004 By: /s/ Mae H. Leaveau --------------------------- Mae H. Leaveau President and Chief Executive Officer Exhibit No. 99.1 PRESS RELEASE ------------- Contact information: Globe Bancorp, Inc. Joseph McCarthy, (504) 887-0057 Globe Bancorp, Inc. Announces Intention to Deregister Common Stock with the Securities and Exchange Commission o METAIRIE, LA. --(BUSINESS WIRE)--December 16, 2004--Globe Bancorp today announced that it intends to file Form 15 on December 17, 2004 with the Securities and Exchange Commission to deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934. The Company expects the deregistration to become effective within ninety (90) days of the filing with the SEC. As a result of the filing of the Form 15, the Company's obligation to file with the SEC certain reports and forms, including Forms 10-KSB, 10-QSB and 8-K, will immediately cease. The Company anticipates that its shares will be traded over the counter (OTC) on the Pink Sheets, but can make no assurances that any broker will continue to make a market in the Company's common stock. The "Pink Sheets" is a centralized quotation service that collects and publishes market maker quotes in real time, primarily through its web site, http://www.pinksheets.com/. . The Globe Bancorp, Inc. Board of Directors determined, after careful consideration, that the benefits of deregistering outweigh the advantages associated with operating as a reporting company. Several factors were considered by the Board of Directors in making this decision, including the following: The elimination of disproportionately large costs, both direct and indirect, associated with the preparation and filing of the Company's periodic reports with the SEC; The ability to improve communications with shareholders; The market value that the public markets are applying to the Company; o The nature and extent of current trading in the Company's common stock, which is very limited; o The concentration of stock ownership in relatively few holders; and o The lack of analysts' coverage and minimal liquidity for the Company's common stock. According to Mae H Leaveau, President and CEO of the Company, "The Board believes that the decision to deregister is in the best interests of the Company and its stockholders to eliminate the administrative burden and costs and regulatory burden associated with being a reporting company." Statements included in this press release that are not historical in nature are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "1995 Act"). The words "believe," "expect," "anticipate," "estimate," "guidance," "target" and similar expressions identify forward-looking statements. The Company cautions readers that forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected in the forward-looking statements. Certain risks and uncertainties are identified from time to time in the Company's reports filed with the SEC. Some factors that could cause results to differ materially from those projected in the forward-looking statements include: market conditions, environmental remediation costs, pension expense and funding requirements, liquidation value of assets, and marketability of real estate and the market value and future liquidity of Globe Bancorp stock. The Company claims the protection of the safe harbor for forward-looking statements contained in the 1995 Act. Globe Bancorp, Inc. was formed on March 12, 2001 as a Louisiana corporation. We are the holding company for Globe Homestead Savings Bank. Our offices are located at 4051 Veterans Boulevard, Suite 100, Metairie, Louisiana 70002, and our telephone number is (504) 887-0057.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 3, 2003

Globe Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Louisiana	0001136645	72-1498296
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4051 Veterans Blvd., Suite 100
Metairie, LA	70002
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (504) 887-0057

____________________________________________________________

(Former name or former address, if changed since last report)

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

and (b) - Not applicable

November 3, 2003 Press release

Item 12. Results of Operations and Financial Condition.

On November 3, 2003, Globe Bancorp, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2003 and its intention to repurchase up to 27,700 shares of common stock. The Press Release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GLOBE BANCORP, INC. Registrant

Date: November 3, 2003 By: /s/ Thomas J. Exnicios Thomas J. Exnicios President, Chief Executive Officer

and Chief Financial Officer

Exhibit No. 99.1

PRESS RELEASE

Contact information:

Globe Bancorp, Inc.

Thomas J. Exnicios, (504) 887-0057

Globe Bancorp, Inc. Announces 2003 Third Quarter Earnings, the Expiration of the Previously Announced Stock Repurchase Program and its Intention to Repurchase Up to 27,700 Shares of Common Stock

METAIRIE, LA. --(BUSINESS WIRE)--November 3, 2003--Thomas J. Exnicios, President and Chief Executive Officer of Globe Bancorp, Inc. (OTC BB: GLBP), the holding company for Globe Homestead Savings Bank, announced earnings for the quarter ended September 30, 2003.

Globe Bancorp, Inc. reported net income of $31,000 or $0.12 per share for the quarter ended September 30, 2003, down 46.5% from $58,000 or $0.19 per share, in the comparable 2002 third quarter. For the nine months ended September 30, 2003, net income amounted to $115,000 or $0.45 per share, a decrease of $39,000 or 25.5% compared to $154,000 or $0.55 per share for the same period in 2002. The decrease in net income for the nine month period in 2003 compared to the same period in 2002 was due to an increase in noninterest expense and a decrease in non-interest income which were partially offset by an increase in net interest income and a decrease in income tax expense. The decrease in net income for the three month period in 2003 compared to the same period in 2002 was due to an increase in noninterest expense and a decrease in net interest income and non-interest income which were partially offset by a decrease in income tax expense.

Total assets decreased $579,000 or 1.73% to $33.0 million at September 30, 2003 compared to $33.6 million at December 31, 2002. Such decrease was primarily due to decreases in securities of $1,429,000 and in cash and cash equivalents of $239,000, partially offset by an increase in loans receivable of $1,106,000. Total liabilities decreased $615,000 or 2.20% to $27.4 million at September 30, 2003 compared to $28.0 million at December 31, 2002. Such decrease was primarily due to decreases of $594,000 in deposits and $272,000 in Federal Home Loan Bank advances, partially offset by an increase in other liabilities of $250,000. Total stockholders' equity increased $36,000 or 0.65% to $5.6 million at September 30, 2003 compared to $5.5 million at December 31, 2002. The primary reason for the increase was the net income during the period. Book value, or stockholders' equity per share, at September 30, 2003, was $20.16.

Additionally, Globe Bancorp, Inc. announced that the previously authorized repurchase of 30,417 shares, or 10%, of the Company's outstanding common stock had expired on July 31, 2003. The Company repurchased 27,175 shares, or approximately 9%, of the Company's outstanding common stock. The Company repurchased the shares at an average price of $15.05 per share.

Additionally, the Company announced today that its Board of Directors has authorized the repurchase of up to 27,700 shares, or approximately 10%, of the Company's outstanding common stock. Repurchases are authorized to be made by the Company from time to time in open-market or privately negotiated transactions during the next year as, in the opinion of management, market conditions warrant. The repurchased shares will be held as treasury stock and will be available for general corporate purposes.

Thomas J. Exnicios, President and CEO of the Company, stated: "This is the second repurchase program since we converted to a public company. We view this repurchase program as an effective part of our overall capital management strategy and an opportunity to enhance shareholder value."

Globe Bancorp, Inc. was formed on March 12, 2001 as a Louisiana corporation. We are the holding company for Globe Homestead Savings Bank. Our offices are located at 4051 Veterans Boulevard., Suite 100, Metairie, Louisiana 70002, and our telephone number is (504) 887-0057.

Consolidated Balance Sheets	September 30,	December 31,
	2003	2002
	(Unaudited)	(Unaudited)
Assets:
Cash and Cash Equivalents	$3,485,175	$3,724,506
Investment Securities:
Available for sale	2,784,891	3,100,700
Held to maturity	1,696,521	2,809,338
Net Loans	24,308,087	23,201,585
Premises and Equipment, Net	106,913	111,596
Other Assets	593,357	606,210
Total Assets	$32,974,944	$33,553,935
	=========	=========
Liabilities:
Deposits	$23,082,146	$23,675,900
Federal Home Loan Bank Advances	3,833,200	4,105,380
Other Liabilities	476,448	225,614
Total Liabilities	27,391,794	28,006,894
Stockholders' Equity:
Common Stock - 304,175 shares issued	3,042	3,042
Additional paid-in capital	2,725,844	2,725,844
Retained Earnings	3,492,560	3,422,821
Treasury stock - 27,175 shares, at cost	(408,984)	(408,984)
Accumulated Other Comprehensive (Loss) Income	(18,417)	15,213
Unearned compensation	(210,895)	(210,895)
Total Stockholders' Equity	5,583,150	5,547,041
Total Liabilities and Stockholders' Equity	$32,974,944	$33,553,935
	=========	=========

Consolidated Statements of Income

	For the Three Months Ended		For the Nine Months Ended
	September 30, 2003	September 30, 2002	September 30, 2003	September 30, 2002
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
Interest income	$409,963	$504,340	$1,324,446	$1,487,831
Interest expense	195,616	266,852	638,774	830,913
Net interest income	214,347	237,488	685,672	656,918
Provision for (recovery of) loan losses	-	-	-	(1,024)
Net interest income after provision
for (recovery of) loan losses	214,347	237,488	685,672	657,942
Non-interest income	1,897	3,585	5,215	33,200
Non-interest expense	173,545	155,805	522,947	465,160
Income before income taxes	42,699	85,268	167,940	225,982
Income tax expense	11,908	27,687	53,417	72,342
Net income	$ 30,791	$ 57,581	$114,523	$ 153,640
	======	=======	=======	=======
Selected performance and other data:
Earnings per share	$0.12	$0.19	$0.45	$0.55
Return on average assets	0.37%	0.64%	0.46%	0.62%
Return on average equity	2.20%	3.67%	2.73%	3.48%
Average shares outstanding	255,911	281,463	255,911	281,463
Dividends per share	$0.00	$0.00	$0.00	$0.00
	As of September 30,	As of September 30,	As of September 30,	As of September 30,
	2003	2002	2003	2002
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
Non-Performing Assets	$ -	$ -	$ -	$ -
Book value per share (1)	$20.16	$19.49	$20.16	$19.49

(1) Book value per share is calculated based on total equity divided by total shares outstanding. Alternatively, if the calculation were based on shares outstanding minus unearned ESOP shares, book value per share at September 30, 2003 would have been $21.82.

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