FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to __________ Commission File No. 0-20380 ------- FIRST FEDERAL BANCORP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 31-1341110 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 505 Market Street Zanesville, Ohio 43701 - --------------------- ---------- (Address of principal (Zip Code) executive office) Registrant's telephone number, including area code: (740) 453-0606 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 _____ As of January 31, 2000, the latest practicable date, 3,196,171 shares of the registrant's common stock, no par value, were issued and outstanding. FIRST FEDERAL BANCORP, INC. INDEX ----- PART I FINANCIAL INFORMATION PAGE ---- Consolidated Statements of Financial Condition 3 Consolidated Statements of Income 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II OTHER INFORMATION 11 SIGNATURES 12 PART I ------ FINANCIAL INFORMATION --------------------- First Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION At Dec. 31 At Sept. 30 1999 1999 ---- ---- ASSETS Cash and amounts due from depository institutions $ 4,931,543 $ 5,355,233 Overnight deposits 0 25,000 ---------------------------- Cash and cash equivalents $ 4,931,543 $ 5,380,233 Interest-bearing deposits in other financial institutions 1,897,000 2,497,030 Investment securities held to maturity (Fair value - $8,501,000 in 12/99 and $9,693,000 in 9/99) 8,676,016 9,705,812 Mortgage-backed securities held to maturity (Fair value - $876,000 in 12/99 and $980,000 in 9/99) 880,801 969,044 Loans receivable, net 190,501,098 178,949,202 Federal Home Loan Bank stock 3,856,900 3,790,100 Premises and equipment, net 6,869,574 6,978,793 Accrued interest receivable and other assets 1,705,752 1,589,594 ---------------------------- Total Assets $219,318,684 $209,859,808 ============================ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits $139,538,028 $145,120,096 Borrowed funds 60,245,209 45,568,460 Advances from borrowers for taxes and insurance 561,129 411,326 Accrued expenses and other liabilities 1,145,394 1,107,658 ---------------------------- Total Liabilities $201,489,760 $192,207,540 ---------------------------- Stockholders' Equity Preferred stock: $100 par value; 1,000,000 shares authorized; no shares issued and outstanding Common stock: no par value; 9,000,000 shares authorized; 3,303,400 shares issued; 3,196,171 shares outstanding in both 12/99 and 9/99 $ 3,736,076 $ 3,736,076 Retained earnings 14,444,713 14,268,057 Treasury shares, 107,229 shares in both 12/99 and 9/99, at cost (351,865) (351,865) ---------------------------- Total Stockholders' Equity $ 17,828,924 $ 17,652,268 ---------------------------- Total Liabilities and Stockholders' Equity $219,318,684 $209,859,808 ============================ See Notes to the Consolidated Financial Statements. First Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF INCOME Three Months Ended December 31 ------------------------ 1999 1998 ---- ---- INTEREST INCOME Interest and fees on loans $3,628,251 $3,513,653 Interest on mortgage-backed securities 16,127 22,803 Interest on investment securities 108,792 156,643 Interest on other interest earning investments 32,582 205,801 ------------------------ Total Interest Income 3,785,752 3,898,900 ------------------------ INTEREST EXPENSE Interest on deposits 1,372,611 1,577,408 Interest on borrowed funds 773,961 753,266 ------------------------ Total Interest Expense 2,146,572 2,330,674 ------------------------ Net Interest Income 1,639,180 1,568,226 Provision for Loan Losses 31,290 (71,509) ------------------------ Net Interest Income After Provision for Loan Losses 1,607,890 1,639,735 ------------------------ NONINTEREST INCOME Service charges on deposit accounts 101,267 79,576 Gain on sale of loans 1,256 26,922 Dividends on FHLB stock 66,872 62,353 Other operating income 171,693 137,027 ------------------------ Total Noninterest Income 341,088 305,878 ------------------------ NONINTEREST EXPENSE Salaries and employee benefits 632,915 571,496 Occupancy and equipment expense 240,587 226,403 Deposit insurance expense 35,026 35,772 Data processing expense 118,270 130,188 Advertising 80,427 52,256 Ohio franchise taxes 52,765 54,334 Other operating expenses 302,063 290,873 ------------------------ Total Noninterest Expenses 1,462,053 1,361,322 ------------------------ Income Before Income Taxes 486,925 584,291 Provision for Income Taxes 182,422 203,329 ------------------------ Net Income $ 304,503 $ 380,962 ======================== EARNINGS PER SHARE Basic $ .10 $ .12 ------------------------ Diluted $ .09 $ .11 ------------------------ WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES Basic 3,196,171 3,150,532 ------------------------ Diluted 3,406,188 3,467,516 ------------------------ DIVIDENDS DECLARED PER SHARE $ .04 $ .04 ------------------------ See Notes to the Consolidated Financial Statements. First Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended December 31 -------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: 1999 1998 ---- ---- Net Income $ 304,503 $ 380,962 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 31,290 (71,509) Depreciation 150,369 144,199 Federal Home Loan Bank stock dividends (66,800) (62,300) Amortization of net premiums (discounts) on investment securities (27,217) (97,868) Mortgage loans originated for sale (199,200) (3,019,849) Proceeds from sale of mortgage loans 105,200 2,994,449 Change in other assets and other liabilities (78,423) 23,661 -------------------------- Net Cash Provided by Operating Activities 219,722 291,745 -------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of investment securities 6,706,099 5,505,690 Purchases of investment securities/FHLB stock (5,049,057) (7,183,769) Loans originated, net of principal repayments (11,514,985) 2,485,703 Principal collected on mortgage-backed securities 88,243 70,392 Sale of real estate owned / repossessed assets 25,800 45,150 Purchases of premises and equipment (41,150) (27,617) -------------------------- Net Cash Used for Investing Activities (9,785,050) 895,549 -------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net change in deposit accounts (5,582,068) 5,511,192 Net change in advance payments by borrowers for taxes and insurance 149,804 223,219 Net change in borrowed funds with original maturities of less than three months 15,676,749 (3,062) Repayment of long-term FHLB advances (1,000,000) 0 Cash dividends paid (127,847) (126,021) Proceeds from exercise of options 0 0 -------------------------- Net Cash Provided by Financing Activities 9,116,638 5,605,328 -------------------------- NET CHANGE IN CASH AND CASH EQUIVALENTS (448,690) 6,792,622 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,380,233 18,332,155 -------------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,931,543 $25,124,777 ========================== See Notes to the Consolidated Financial Statements. FIRST FEDERAL BANCORP, INC. Notes to Consolidated Financial Statements 1. Basis of Presentation --------------------- The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB. The Form 10-QSB does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Only material changes in financial condition and results of operations are discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations. In the opinion of management, the condensed Consolidated Financial Statements contain all adjustments necessary to present fairly the financial condition of First Federal Bancorp, Inc. ("Bancorp"), as of December 31, 1999, and September 30, 1999, and the results of its operations for the three months ended December 31, 1999, and 1998, and its cash flow for the three months ended December, 1999 and 1998. The results of operations for the interim periods reported herein are not necessarily indicative of results of operations to be expected for the entire year. 2. Commitments ----------- Outstanding commitments to originate mortgage loans and to sell mortgage loans were $1,112,600 and $94,000 respectively, at December 31, 1999, and $3,327,100 and $0 respectively at September 30, 1999. 3. Earnings and Dividends Per Common Share --------------------------------------- Basic earnings per share is based on net income divided by the weighted average number of shares outstanding during the period. Diluted earnings per share shows the dilutive effect of additional common shares issuable under stock options. 4. Allowance for Losses on Loans ----------------------------- Because some loans may not be repaid in full, an allowance for loan losses is recorded. Increases to the allowance are recorded by a provision for loan losses charged to expense. Estimating the risk of loss and the amount of loss on any loan is necessarily subjective. Accordingly, the allowance is maintained by management at a level considered adequate to cover probable losses that are currently anticipated based on past loss experience, general economic conditions, information about specific borrower situations, including their financial position and collateral values, and other factors and estimates which are subject to change over time. While management may periodically allocate portions of the allowance for specific problem loan situations, the whole allowance is available for any loan charge-offs that occur. A loan is charged-off by management as a loss when deemed uncollectible, although collection efforts continue and future recoveries may occur. Loans are considered impaired if full principal or interest payments are not anticipated. Impaired loans are carried at the present value of expected cash flows discounted at the loan's effective interest rate or at the fair value of the collateral if the loan is collateral dependent. A portion of the allowance for loan losses is allocated to impaired loans. Smaller-balance, homogeneous loans are evaluated for impairment in total. Such loans include residential first mortgage loans secured by one- to four- family residences, residential construction loans, and automobile, home equity and second mortgage loans. Mortgage loans secured by other properties are evaluated individually for impairment. When analysis of borrower operating results and financial condition indicates that underlying cash flows of the borrower's business are not adequate to meet its debt service requirements, the loan is evaluated for impairment. Loans are generally moved to nonaccrual status when 90 days or more past due. These loans are often also considered impaired. Impaired loans, or portions thereof, are charged-off when deemed uncollectible. The nature of disclosures for impaired loans is considered generally comparable to prior nonaccrual and renegotiated loans and nonperforming and past-due asset disclosures. The Savings Bank had no loans meeting the definition of impaired during the quarter ended December 31, 1999, and the year ended September 30, 1999. 5. Interest Income on Loans ------------------------ Interest on loans is accrued over the term of the loans based upon the principal outstanding. Management reviews loans delinquent 90 days or more to determine if the interest accrual should be discontinued. The carrying value of impaired loans reflects cash payments, revised estimates of future cash flows, and increases in the present value of expected cash flows due to the passage of time. Cash payments representing interest income are reported as such and other cash payments are reported as reductions in carrying value. Increases or decreases in carrying value due to changes in estimates of future payments or the passage of time are reported as reductions or increases in bad debt expense. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General First Federal Bancorp, Inc. ("Bancorp"), is a savings and loan holding company that wholly owns First Federal Savings Bank of Eastern Ohio (the "Savings Bank"). The Savings Bank is engaged in the savings and loan business primarily in Central and Eastern Ohio. The Savings Bank is a member of the Federal Home Loan Bank ("FHLB") of Cincinnati, and the deposit accounts in the Savings Bank are insured up to the applicable limits by the Federal Deposit Insurance Corporation in the Savings Association Insurance Fund ("SAIF"). Note Regarding Forward-Looking Statements - ----------------------------------------- In addition to historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. Economic circumstances, First Federal's operations and First Federal's actual results could differ significantly from those discussed in the forward-looking statements. Some of the factors that could cause or contribute to such differences are discussed herein but also include changes in the economy and interest rates in the nation and First Federal's market area generally. See Exhibit 99.2 hereto, which is incorporated herein by reference. Some of the forward-looking statements included herein are the statements regarding the following: 1. Management's determination of the amount of loan loss allowance; 2. Management's belief that deposits will increase slightly during fiscal year 2000; 3. Management's anticipation that loan demand will remain stable but that the mortgage loan portfolio will increase as higher interest rates make adjustable mortgages, which are held in portfolio, more attractive; 4. Management's anticipation that advances from the FHLB will increase to fund loan originations; 5. Management's anticipation that adjustable-rate loans will reprice higher in fiscal year 2000 if interest rates remain relatively stable; and 6. Legislative changes with respect to the activities of financial institutions. Changes in Financial Condition from September 30, 1999 to December 31, 1999 - --------------------------------------------------------------------------- Total consolidated assets of Bancorp increased by $9.5 million, or 4.51%, from $209.9 million at September 30, 1999, to $219.3 million at December 31, 1999. The increase is due primarily to an increase of $11.6 million in loans receivable offset by a decrease of $.4 million in cash and cash equivalents and a decrease of $1.6 million in investments held to maturity. Total liquidity (consisting of cash and amounts due from depository institutions, interest-bearing deposits in other banks, and investment securities) was $15.5 million at December 31, 1999, which is a decrease of $2.1 million from September 30, 1999. The regulatory liquidity of the Savings Bank was 5.51% at December 31, 1999 and 6.49% at September 30, 1999, which was in excess of the minimum regulatory requirement of 4%. Funds are available through FHLB advances to meet the Savings Bank's liquidity requirement if necessary. The loans receivable balance increased $11.6 million for the three-month period. As rates increased, consumer demand for adjustable-rate mortgages has increased. The Savings Bank has retained these adjustable-rate mortgages in its portfolio as they meet the requirement of its Strategic Plan. Management anticipates that loan demand will remain stable but that the mortgage loan portfolio will increase as higher interest rates make adjustable mortgages, which are held in portfolio, more attractive. No assurance can be provided, however, that the loan portfolio will increase or that loan demand will remain stable. As of December 31, 1999, the Savings Bank had borrowed funds from the FHLB in the amount of $60.2 million at a weighted average rate of 6.24%. FHLB advances increased $14.7 million from $45.6 million at September 30, 1999. Deposits decreased by $5.6 million, or 3.85%, from $145.1 million at September 30, 1999, to $139.5 million at December 31, 1999. The decrease in savings was due to a $3.4 million reduction in jumbo certificates that matured and a $1.7 million reduction in noncertificate accounts. Management believes that deposits will increase slightly during fiscal year 2000 and that it will be necessary to fund the anticipated steady loan demand with further advances from the FHLB, whose rates are now in line with current market savings rates and their SAIF premiums. No assurance can be provided, however, that deposits will increase slightly and that the loan portfolio will increase or that loan demand will remain stable. Deposit levels and loan demand are affected by national, as well as local, interest rates, the attractiveness of alternative investments and other national and local economic circumstances. The Savings Bank is subject to regulatory capital requirements established by the Office of Thrift Supervision ("OTS"). The Savings Bank's capital ratios were as follows at December 31, 1999. Amount Percent of (In Thousands) Assets -------------- ---------- Actual Tangible Capital $15,786 7.16% Required Tangible Capital 3,307 1.50% ---------------------- Excess Tangible Capital $12,479 5.66% ---------------------- Actual Core Capital $15,786 7.16% Required Core Capital 8,819 4.00% ---------------------- Excess Core Capital $ 6,967 3.16% Actual Risk Based Capital $17,161 12.20% Required Risk Based Capital 11,257 8.00% ---------------------- Excess Risk Based Capital $ 5,904 4.20% Management is not aware of any proposed regulations or recommendations by the OTS that, if implemented, would have a material effect upon the Savings Bank's capital. In August 1996, Congress passed legislation repealing the reserve method of accounting used by many thrifts to calculate their bad debt reserve for federal income tax purposes and requiring any bad debt reserves taken after 1987, using the percentage of taxable income method, be included in future taxable income of the association over a six-year period. A two-year delay is permitted for institutions meeting a residential mortgage loan origination test. At September 30, 1999, First Federal had approximately $1.6 million in bad debt reserves subject to recapture for federal income tax purposes. The deferred tax liability related to the recapture was established in prior years, so First Federal's net income will not be negatively affected by this legislation. Comparison of Operating Results for the Three-Month Periods Ended - ----------------------------------------------------------------- December 31, 1999, and 1998 - --------------------------- Net interest income before provision for loan losses increased $71,000 for the comparative three-month periods. Total interest expense decreased $184,000 for the three-month period ended December 31, 1999, compared to the same period in 1998, but was offset by a decrease of interest income of $113,000. Total interest expense decreased due to the reduced balance of savings deposits during the three-month period ended December 31, 1999, compared to the same period in 1998. Total interest income decreased primarily due to a reduction in the interest earned on other interest earning investments. The balance of other earning investments decreased $16.3 million to $1.9 million at December 1999, compared to December 1998. The majority of the loans in the Savings Bank's portfolio are adjustable- rate mortgage loans whose interest rates fluctuate with market interest rates. If interest rates remain relatively stable during fiscal year 2000, the adjustable-rate mortgage loan portfolio will reprice at slightly higher rates, as most loans originated during fiscal year 1999 were not initially priced at the fully indexed interest rate. These loans will be repricing upward at their first adjustment in fiscal year 2000 while the balance of the adjustable-rate mortgage loan portfolio will not reprice substantially lower during fiscal year 2000. No assurance can be provided, however, that interest rates will remain stable. Interest rates are affected by general, local and national economic conditions, the policies of various regulatory authorities and other factors beyond the control of First Federal. Nonperforming and Delinquent Loans and Allowance for Loan Losses - ---------------------------------------------------------------- Total nonaccrual loans and accruing loans that are 90 days past due were $326,000 at December 31, 1999, which represents .15% of total loans. This was a decrease of $346,000 from December 31, 1998. There were no loans that are not currently classified as nonaccrual, 90 days past due or restructured but which may be so classified in the near future because management has concerns as to the ability of the borrowers to comply with repayment terms. The Savings Bank maintains an allowance for losses on loans. The allowance for losses on loans was $1,770,000 at December 31, 1999, compared to $1,904,000 at December 31, 1998. During the three-month periods ended December 31, 1999, and December 31, 1998, the Savings Bank recorded recoveries of $4,500 and $0 and charge-offs of $87,000 and $66,000 respectively. Charge-offs increased $21,000 due to the losses taken on repossessed cars. A percentage of the outstanding loan balances is added or deducted from the provision for loan losses as the loan portfolio increases and decreases. During the three-month period ended December 31, 1999, the loan portfolio increased $11.6 million, which caused the provision for loan losses for the period to increase. The provisions for loan losses during the three-month periods ended December 31, 1999, and 1998, were $31,300 and $(71,500) respectively. Noninterest Income and Expense - ------------------------------ The federal income tax provision decreased $21,000 for the three-month period ended December 31, 1999, compared to the same period in 1998 due to a decrease in pre-tax net income for the period. Total noninterest income increased $35,000 for the three-month period ended December 31, 1999, compared to the same period in 1998. Dividends on FHLB stock increased $4,500 due to an increase in FHLB stock held. Other income increased $35,000 due to a $16,000 increase on fees collected on savings products, a $6,200 collection of dormant fees, and a $8,000 increase in ATM, ACH and miscellaneous fees. Fees collected on checking accounts increased $22,000. These increases are a result of implementing recommendations from the independent study completed in the second quarter of fiscal 1999. These increases were offset by a decrease in a gain on the sale of loans due to keeping more of the loan production in portfolio. Total noninterest expenses increased $100,000 for the quarter ended December 31, 1999, compared to the same period in 1998. Salaries and benefits increased $61,000 as a result of an additional pay period in the three-month period ended December 1999 compared to the three-month period ended December 31, 1998. Occupancy expense increased $14,000 for the three-month period ended December 31, 1999; $5,500 of the increase was due to increased depreciation on furniture and fixtures, and $12,000 of the increase was due to increased costs for ATM upgrades and maintenance agreements on equipment. Data processing costs decreased $12,000 due to a refund of $45,000 for costs associated with the utilization of a networking system. Advertising increased $28,000 due to increased marketing and increased marketing costs. Impact of Inflation and Changing Prices - --------------------------------------- The financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles ("GAAP"), which require the measurement of financial position and results of operations in terms of historical dollars without considering changes in relative purchasing power of money over time because of inflation. Unlike most industrial companies, virtually all of the assets and liabilities of First Federal are monetary in nature. As a result, interest rates have a more significant impact on First Federal's performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services. Effect of Accounting Changes - ---------------------------- In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 standardizes the accounting for derivative instruments, including certain derivative instruments embedded in other contracts. Under the standard, entities are required to carry all derivative instruments in the statement of financial position at fair value. The accounting for changes in the fair value (i.e. gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, on the reason for holding it. If certain conditions are met, entities may elect to designate a derivative instrument as a hedge of exposures to changes in fair value, cash flows, or foreign currencies. If the hedged exposure is a fair value exposure, the gain or loss on the derivative instrument is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. If the hedged exposure is a cash flow exposure, the effective portion of the gain or loss on the derivative instrument is reported initially as a component of other comprehensive income (outside earnings) and subsequently reclassified into earnings when the forecasted transaction affects earnings. Any amounts excluded from the assessment of hedge effectiveness as well as the ineffective portion of the gain or loss are reported in earnings immediately. Accounting for foreign currency hedges is similar to accounting for fair value and cash flow hedges. If the derivative instrument is not designated as a hedge, the gain or loss is recognized in earnings in the period of change. SFAS No. 133, as amended, is effective for fiscal years beginning after June 15, 2000. This Statement will not have a material effect on the Company. PART II OTHER INFORMATION ----------------- ITEM 1. LEGAL PROCEEDINGS ----------------- Not applicable ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ----------------------------------------- Not applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES ------------------------------- Not applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS --------------------------------------------------- Not applicable ITEM 5. OTHER INFORMATION ----------------- Treasury Stock. --------------- First Federal Bancorp, Inc. announced on November 17, 1999 that its Board of Directors has authorized management to purchase up to 100,000 shares of its common stock representing approximately 3.1% of the outstanding shares of the Bancorp. The Bancorp currently anticipates that such purchases will occur over the course of the next year. The shares will be purchased from time- to-time in the open market or in privately negotiated transactions at the discretion of management. Cash on hand will be used to fund the purchases. The Board of Directors determined that the repurchase program would be wise to commence in light of the current market for the shares of Bancorp and the strong capital position of First Federal Savings Bank of Eastern Ohio, its wholly owned subsidiary. The shares purchased will be added to the Bancorp's Treasury and used for general corporate purposes, including stock options. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- Exhibit 3.1 The Articles of Incorporation of First Federal Bancorp, Inc. ("Bancorp"), filed as Exhibit 4a(1) to Bancorp's Registration Statement on Form S-8 filed with the Securities and Exchange Commission ("SEC") on February 1, 1994 (the "1994 S-8"), are incorporated herein by reference. Exhibit 3.2 The Amendment to the Articles of Incorporation of Bancorp, filed as Exhibit 4a(1) to the 1994 S-8, is incorporated herein by reference. Exhibit 3.3 The Code of Regulations of Bancorp filed as Exhibit 4b to Bancorp's Registration Statement on S-8, filed with the SEC on February 1, 1994, is incorporated herein by reference. Exhibit 3.4 The Amendment to the Code of Regulations of Bancorp filed as Exhibit 4b to Bancorp's Registration Statement on S-8, filed with the SEC on February 1, 1994, is incorporated herein by reference. Exhibit 27 Financial Data Schedule Exhibit 99.2 Safe Harbor Under the Private Securities Litigation Reform Act of 1995 Form 8-K Filed Form 8-K on December 23, 1999 regarding the dismissal of Crowe, Chizek and Company LLP as certifying accountants and the engagement of Olive LLP to serve as independent public accountants. 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 thereunto duly authorized. Date: February 11, 2000 By: /s/ J. William Plummer ---------------------------- J. William Plummer President Date: February 11, 2000 By: /s/ Connie Ayres LaPlante ---------------------------- Connie Ayres LaPlante Chief Financial Officer