SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
Quarterly Report Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934.
For the Quarter ended: June 30, 1997 Commission File No. 0-18096
MID-COAST BANCORP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 01-0454232
--------------------------------- -------------------
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.)
1768 Atlantic Highway, PO Box 589
Waldoboro, Maine 04572
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (207) 832-7521
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
----- -----
The number of shares outstanding of each of the registrant's classes
of common stock, as of June 30, 1997, is 232,583.
Page 1 of 14.
MID-COAST BANCORP, INC.
Index
Page
PART I FINANCIAL INFORMATION
Item 1: Consolidated Balance Sheets of Mid-Coast Bancorp, Inc.
(Unaudited) at June 30, 1997 and March 31, 1997 3
Consolidated Statements of Income of Mid-Coast Bancorp, Inc.
(Unaudited), Three Months Ended June 30, 1997 and 1996 5
Consolidated Statement of Changes in Stockholders' Equity of
Mid-Coast Bancorp, Inc. (Unaudited) for the period April 1, 1996
to June 30, 1997 6
Consolidated Statements of Cash Flows of Mid-Coast Bancorp, Inc.
(Unaudited), for the Three Months Ended June 30, 1997 and 1996 7
Notes to the Consolidated Financial Statements (Unaudited) 8
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations 9
PART II OTHER INFORMATION 13
SIGNATURES 14
MID-COAST BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
------
June 30, 1997 March 31,1997
------------- -------------
Cash and due from banks $ 1,314,495 $ 1,156,227
Interest bearing deposits 426,311 104,683
Federal funds sold 2,125,000 1,875,000
----------------------------
Cash and cash equivalents 3,865,806 3,135,910
Time deposits 891,000 1,089,000
Investments available for sale, at market 2,199,625 2,440,662
Held to maturity investment securities
(Market value of $913,791 at June 30, 1997
and $911,125 at March 31, 1997) 949,250 949,109
Loans held for sale 0 65,000
Loans 50,040,573 49,394,455
Less: Allowance for loan losses 308,217 295,457
Deferred loan fees 113,960 119,966
----------------------------
49,618,396 48,979,032
Bank premises and equipment, net 1,562,192 1,580,290
Other Assets:
Accrued interest receivable:
Loans 251,043 244,474
Time deposits/investment 52,521 59,430
Deferred income taxes 98,000 98,000
Prepaid expenses and other assets 250,805 192,638
Real estate owned 0 91,823
----------------------------
Total other assets 652,369 686,365
----------------------------
Total assets $59,738,638 $58,925,368
============================
See accompanying notes.
MID-COAST BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
June 30, 1997 March 31,1997
------------- -------------
Liabilities:
Deposits:
Demand deposits $ 2,140,860 $ 2,346,730
NOW accounts 3,659,782 3,460,858
Savings 5,359,585 5,693,545
Money market deposit accounts 4,825,647 5,119,733
Certificates of deposit 26,404,744 25,559,832
----------------------------
Total deposits 42,390,618 42,180,698
Advances from the Federal Home Loan Bank 11,940,000 11,440,000
Accrued expenses and other liabilities 267,531 229,125
----------------------------
Total liabilities 54,598,149 53,849,823
Stockholders' equity:
Preferred stock, $1 par value, 500,000
shares authorized; none issued
or outstanding 0 0
Common stock, $1 par value, 1,500,000
shares authorized; 232,583
shares issued and outstanding, 232,583 231,439
(231,439 at March 31, 1997)
Paid-in capital 1,481,245 1,469,769
Retained earnings 3,426,661 3,374,337
----------------------------
Total stockholders' equity 5,140,489 5,075,545
----------------------------
Total liabilities and stockholders' equity $59,738,638 $58,925,368
============================
See accompanying notes.
MID-COAST BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
June 30,
------------------------
1997 1996
---- ----
Interest income:
Interest on loans $1,093,317 $1,011,365
Interest on investment securities 52,203 54,455
Interest on mortgage backed securities 0 7,702
Other 34,251 50,918
------------------------
Total interest income 1,179,771 1,124,440
Interest expense:
Interest on deposits 471,244 491,289
Interest on borrowed money 161,406 104,547
------------------------
Total interest expense 632,650 595,836
------------------------
Net interest income 547,121 528,604
Provision for losses on loans 17,000 30,000
------------------------
Net interest income after
provision for losses on loans 530,121 498,604
Non interest income:
Loan service and other loan fees 11,782 12,507
Gain on loans sold 1,350 8,568
Other 52,717 42,829
------------------------
Total non interest income 65,849 63,904
Non interest expenses:
Compensation of directors, officers and staff 173,835 166,766
Building occupancy 10,956 10,436
Repairs and maintenance 11,071 9,318
Depreciation and amortization 49,121 15,546
Advertising 10,495 8,987
Insurance and bonds 18,624 35,239
Legal, audit and examinations 17,271 13,728
Taxes (other than income) 13,199 13,316
Employee benefits 25,473 21,542
Data processing 10,963 28,032
Other 81,818 76,398
Real estate owned 2,776 1,051
------------------------
Total non interest expenses 425,602 400,359
------------------------
Income before income taxes 170,368 162,149
Income taxes 57,850 54,000
------------------------
Net Income $ 112,518 $ 108,149
========================
Earnings per share $ .49 $ .47
========================
See accompanying notes.
MID-COAST BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
For the Period April 1, 1996 to June 30, 1997
Unrealized
gains/losses
on available for Total
Common Paid-in sale securities, Retained Stockholders'
Stock Capital net of taxes Earnings Equity
-------- ---------- ---------------- ---------- -------------
Balance, April 1, 1996 $229,031 $1,448,282 0 $3,248,764 $4,926,077
Issuance of 557 shares
of common stock upon
exercise of options 557 5,210 0 0 5,767
Net income 0 0 0 108,149 108,149
Net change in market value of
investments available for sale,
net of taxes 0 0 0 0 0
Dividends declared
($.25 per share) 0 0 0 (57,365) (57,365)
-----------------------------------------------------------------------
Balance, June 30, 1996 229,588 1,453,492 0 3,299,548 4,982,628
Issuance of 1,851 shares
of common stock upon
exercise of options 1,851 16,277 0 0 18,128
Net Income 0 0 0 134,626 134,626
Dividends declared
($.26 per share) 0 0 0 (59,837) (59,837)
-----------------------------------------------------------------------
Balance, March 31, 1997 231,439 1,469,769 0 3,374,337 5,075,545
Issuance of 1,144 shares
of common stock upon
exercise of options 1,144 11,476 0 0 12,620
Net Income 0 0 0 112,518 112,518
Cash dividends declared
($.26 per share) 0 0 0 (60,194) (60,194)
-----------------------------------------------------------------------
Balance, June 30, 1997 $232,583 $1,481,245 $0 $3,426,661 $5,140,489
=======================================================================
See accompanying notes.
MID-COAST BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
June 30,
--------------------------
1997 1996
---- ----
Cash flows from operating activities:
Net income $ 112,518 $ 108,149
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation, amortization, and accretion 30,213 5,555
Provisions for losses on loans 17,000 17,000
Gain on sale of loans (1,350) (8,568)
Deferred fees 490 4,221
Loss on sale of real estate owned 2,151 0
Loans originated for sale (52,535) (352,373)
Proceeds from sales of loans 118,885 750,750
Increase in other assets (57,827) (99,769)
Change in income taxes receivable\payable 18,300 57,630
Increase in other liabilities 19,308 271,186
--------------------------
Net cash provided by operating activities 207,153 753,781
Cash flows from investing activities:
Loan originations and repayments, net (650,358) (2,027,721)
Net decrease in time deposits 198,000 789,000
Investment and mortgage-backed securities:
Purchases (258,689) (1,762,855)
Proceeds from maturities and repayments 500,000 1,215,388
Purchases of property and equipment (19,026) (5,811)
Proceeds from sale of real estate owned 89,645 79,645
--------------------------
Net cash used by investing activities (140,104) (1,712,354)
Cash flows from financing activities:
Net increase\(decrease) in certificates of deposit 844,912 (1,109,035)
Net increase\(decrease) in demand, NOW, savings
and money market deposit accounts (634,194) 499,020
FHLB advances 2,000,000 1,050,000
FHLB advances paid (1,500,000) (1,075,000)
Dividends paid in cash (60,194) (57,365)
Sale of common stock 12,620 5,767
--------------------------
Net cash provided by financing activities 663,144 313,386
--------------------------
Net increase (decrease) in cash and cash equivalents 729,896 (645,187)
Cash and cash equivalents, at beginning of period 3,135,910 2,728,051
--------------------------
Cash and cash equivalents, at end of period $ 3,865,806 $ 2,082,864
==========================
See accompanying notes.
MID-COAST BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 1997
1. Financial Statements
The accompanying consolidated financial statements include the
accounts of Mid-Coast Bancorp, Inc. (the "Company") and its wholly-
owned subsidiary, The Waldoboro Bank, F.S.B. (the "Bank"). The
accounts of the Bank include its wholly-owned subsidiary, The First
Waldoboro Corporation. Such consolidated financial statements are
unaudited. However, in the opinion of management, all adjustments
necessary for a fair presentation of the consolidated financial
statements have been included, and all such adjustments are of a
normal and recurring nature.
Amounts presented in the consolidated financial statements as of March
31, 1997 were derived from audited consolidated financial statements.
2. Dividends Paid
The Board of Directors of Mid-Coast Bancorp, Inc. declared a cash
dividend of $.26 for each share of common stock, which was payable on
June 30, 1997 to shareholders of record on June 2, 1997.
3. Investments Available For Sale
If significant, unrealized gains and losses, net of tax, on securities
available for sale are reported as a net amount in a separate
component of stockholders' equity until realized. If a decline in
market value is considered other than temporary, the loss is charged
to net securities gains (losses).
Management's Discussion and Analysis of
Financial Condition and Results of Operations
General
The financial condition and results of operations of Mid-Coast
Bancorp, Inc. (the "Holding Company") essentially reflect the operation of
its subsidiary The Waldoboro Bank, F.S.B. (the "Bank" or "Waldoboro"). The
Holding Company's results of operations in recent years reflect the Bank's
efforts to restructure its balance sheet in response to the fundamental
changes that have occurred in the regulatory, economic and competitive
environment in which savings institutions operate. Like most savings
institutions, Waldoboro's earnings are primarily dependent upon its net
interest income, which is determined by (i) the difference (known as the
interest rate spread) between yields on interest-earning assets and rates
paid on interest-bearing liabilities and (ii) the relative amounts of
interest-earning assets and interest-bearing liabilities outstanding.
The Bank and the entire savings institution industry are significantly
affected by prevailing economic conditions as well as government policies
and regulations concerning, among other things, monetary and fiscal affairs,
housing and financial institutions. Deposit flows are influenced by a
number of factors including interest rates on money market funds and other
competing investments, account maturities and levels of personal income and
savings. Lending activities are influenced by, among other things, the
demand for and supply of housing, conditions in the construction industry
and the availability and cost of funds, and loan rewrites resulting from
declining interest rates. Sources of funds for lending activities include
deposits, loan payments, proceeds from sales of loans and investments,
investment returns and borrowings.
Due to the relative interest rate sensitivity of the Bank's assets and
liabilities, the cost of funds to the Bank (principally interest on deposits
and borrowings) does not reprice as fast as the yield on its assets
(principally interest received on loans and investments). Accordingly,
sharp increases or decreases in the general level of interest rates will
have a significant impact on the Bank's interest rate spreads in the short
term.
Financial Condition
Total assets increased $813,270 or 1.4% between March 31, 1997 and
June 30, 1997. Of this amount cash and cash equivalents increased $729,896
or 23.3%, net loans increased $639,364 or 1.3%, time deposits decreased
$198,000 or 18.1%, and investments available for sale decreased $241,037 or
11.0%. The decrease in time deposits and investments available for sale is
related to the funding of loans.
Total liabilities increased $748,326 or 1.4% between March 31, 1997,
and June 30, 1997. Increases occurred in NOW accounts and Certificates of
Deposit. These increases were offset by decreases in Demand Deposits,
savings and money market accounts of $205,870 or 8.8%, $333,960 or 5.90%,
and $294,086 or 5.7%, respectively. These decreases are related to balance
fluctuations in accounts and not the loss of an account base of customers.
Advances from the Federal Home Loan Bank increased $500,000. This advance
was used to replace a maturing advance with one bearing a more favorable
rate.
The allowance for loan losses amounted to $308,217 at June 30, 1997,
compared to $295,457 at March 31, 1997. The increase in allowance for loan
losses is primarily due to the current period's provision for loan losses.
At March 31,1997 and June 30,1997, loans contractually past due 90 days or
more amounted to $145,466 and $438,210 or .29% and .88% of loans
outstanding, respectively, at such dates. Non-accrual of interest on these
loans totaled $9,852 at March 31, 1997, as compared with $18,858 at June 30,
1997. Since June 30, 1997 loans contractually past due 90 days or more has
been reduced to $257,371, this total is represented by six loans. Non-
accrual of interest since June 30,1997 has been reduced to $15,163.
Management does not believe these loans materially affect the overall
quality of the Bank's loan portfolio.
RESULTS OF OPERATIONS
Three Months Ended June 30, 1997 and 1996
Net Income
Mid-Coast recorded net income for the three months ended June 30, 1997
of $112,518 compared to $108,149 for the three month period ended June 30,
1996.
Interest Income
Interest income increased $55,331 or 4.9% for the three month period
ended June 30, 1997, primarily due to increases in the average balances of
real estate mortgages which increased $2.5 million or 7.6%, commercial
mortgages which increased $1.25 million or 24.3%, commercial loans which
increased $390,256 or 32.2%, and other loans which increased $484,451 or
10.3%. Other loans consist primarily of home equity, installment loans, and
student loans. This increase is partially offset by a decrease in the
average balance of the banks investment portfolio of $1.4 million or 42.6%
as compared to the same period in the previous fiscal year.
Interest Expense
Total interest expense for the three months ended June 30, 1997
increased $36,814 or 6.2% as compared to the same period last year. The
increase is primarily due to increases in the average balances of deposits
and Federal Home Loan Bank borrowing of $1.3 million and $3.5 million,
respectively. This increase in interest bearing liabilities is partially
offset by a decrease in the average cost of funds for deposits of 23 basis
points and 4 basis points on borrowings.
Net Interest Income
Mid-Coast's net interest income, before provisions for loan losses,
increased $18,517 or 3.5% for the three months ended June 30, 1997, as
compared to the same period last year. The increase is primarily the result
of the Bank's efforts to control interest expense while increasing interest
income on loans.
Provisions for Losses on Loans
The allowance for loan losses is established through a provision for
loan losses based on management's evaluation of the risk inherent in its
loan portfolio and the general economy. Such evaluation considers numerous
factors including general economic conditions, loan portfolio compositions,
prior loss experience, the estimated fair value of the underlying collateral
and other factors that warrant recognition in providing for an adequate loan
loss allowance. The Bank's provision for losses on loans during the three
month period ended June 30, 1997, decreased to $17,000 as compared to
$30,000 for the same period last year. Management believes that the current
provision is sufficient given the overall quality of the Bank's loan
portfolio.
Non Interest Income
Total non interest income for the three month period ended June 30,
1997, increased $1,945 or 3.0%, primarily as a result of an increase in
other income which includes fees and charges related to NOW accounts and
overdraft fees. This increase is offset by a decrease in loans sold and
serviced on the secondary market.
Non Interest Expenses
Total non interest expenses increased by $25,243 or 6.3% for the three
month period ended June 30, 1997, as compared to the same period in the
previous fiscal year. The increases were primarily due to depreciation and
amortization which was affected by the Bank's conversion to an in-house
computer system which included new hardware and software. Compensation
increased due to regular scheduled salary increases. Increases also occurred
in employee benefits which consist of the Bank's employee retirement plan
and employee medical coverage, and other expenses consisting of shareholder
services, utilities, postage, office supplies and employee training.
Insurance of Deposits
The Bank's deposits are insured up to applicable limits under the SAIF
as administered by the FDIC under the Federal Deposit Insurance Act
("FDIA"). The assessments paid by depository institutions for the insurance
of deposits are determined on a risk-based assessment system pursuant to
which each institution is assigned to one of nine categories. For the first
three quarters of 1996, SAIF-insured institutions paid deposit insurance
assessments at annual rates that ranged from 0.23% of deposits for the least
risky institutions to 0.315% of deposits for the most risky institutions.
In contrast, the least risky institutions insured under the Bank Insurance
Fund ("BIF") paid deposit insurance assessments at the annual minimum of
$2,000, and the other BIF-insured institutions paid assessments at rates
that ranged from 0.03% to 0.27% of deposits.
On September 30, 1996, the Deposit Insurance Funds Act of 1996 (the
"Funds Act") was enacted into law to address, among other things, the
disparity in the deposit insurance assessment rates imposed on BIF-insured
and on SAIF-insured institutions. The Funds Act amended the FDIA in several
ways to recapitalize the SAIF and to reduce the disparity to the assessment
rates for the BIF and the SAIF. To recapitalize the SAIF, the Funds Act
authorized the FDIC to impose a special assessment on all institutions with
SAIF-assessable deposits in the amount necessary to recapitalize the SAIF.
As implemented by the FDIC, the special assessment was fixed at 0.657% of an
institution's SAIF-assessable deposits, and the special assessment was paid
on November 27, 1996. The special assessment was based on the amount of
SAIF-assessable deposits held at March 31, 1995, as adjusted under the Funds
Act. For the Bank, the special assessment on the deposits held on March 31,
1995, was $241,299 (before giving effect to any tax benefits), and was
charged to expense in the quarter ended September 30, 1996.
The Funds Act also provides that the FDIC cannot assess regular
insurance assessments for an insurance fund unless required to maintain or
to achieve the designated reserve ratio of 1.25%, except on those of its
member institutions that are not classified as "well capitalized" or that
have been found to have "moderately severe" or "unsatisfactory" financial,
operation or compliance weaknesses. The Bank has not been so classified by
the FDIC or the OTS. In view of the recapitalization of the SAIF, the FDIC
reduced the annual assessment rates for SAIF-assessable deposits for periods
beginning on October 1, 1996. For the last quarter of 1996, the reduced
annual assessment rates ranged from 0.18% to 0.27% of deposits. Beginning
with January 1, 1997, the annual assessment rates are the same for both BIF-
insured and SAIF-insured institutions, with the annual assessment rates
ranging from 0.0% to 0.27% of deposits.
In addition, the Funds Act expanded the assessment base for the
payments on the bonds ("FICO bonds") issued in the late 1980s by the
Financing Corporation to recapitalize the now defunct Federal Savings and
Loan Insurance Corporation. Beginning January 1, 1997, the deposits of both
BIF-and SAIF-insured institutions will be assessed for the payments on the
FICO bonds. Until December 31, 1999, or such earlier date on which the last
savings association ceases to exist, the rate of assessment for BIF-
assessable deposits will be one-fifth of the rate imposed on SAIF-assessable
deposits. The FDIC has reported that, for the semiannual period beginning
on January 1, 1997, the rate of assessments for the payments on the FICO
bonds will be 0.013% for BIF-assessable deposits and 0.0648% for SAIF-
assessable deposits.
The Funds Act also provides for the merger of the BIF and SAIF on
January 1, 1999, with such merger being conditioned upon the prior
elimination of the thrift charter. The Funds Act required the Secretary of
the Treasury to conduct a study of relevant factors with respect to the
development of a common charter for all insured depository institutions and
the abolition of separate charters for banks and thrifts and to report the
Secretary's conclusions and the findings to the Congress. The Secretary of
the Treasury has recommended that the separate charter for thrifts be
eliminated only if other legislation is adopted that permits bank holding
companies to engage in certain non-finanical activities. Absent legislation
permitting such non-financial activity, the Secretary of the Treasury
recommended retention of the thrift charter. The Secretary of the Treasury
also recommended the merger of the BIF and SAIF irrespective of whether the
thrift charter is eliminated. Other proposed legislation has been
introduced in Congress that would require thrift institutions to convert to
bank charters.
An insured institution is subject to periodic examination, and
regulators may revalue the assets of an institution, based upon appraisals,
and require establishment of specific reserves in amounts equal to the
difference between such revaluation and the book value of the assets. SAIF
insurance of deposits may be terminated by the FDIC, after notice and
hearing, upon a finding by the FDIC that a savings institution has engaged
in an unsafe or unsound practice, or is in unsafe or unsound condition to
continue operations, or has violated any applicable law, regulation, rule,
order or condition imposed by the OTS or the FDIC. Management of the Bank
is not aware of any practice, condition or violation that might lead to
termination of its deposit insurance.
Liquidity and Capital Resources
On June 30, 1997, the Holding Company's stockholders' equity was
$5,140,489 or 8.60% of total assets compared to $5,075,545 or 8.61% at March
31, 1997.
The Office of Thrift Supervision ("OTS") requires savings institutions
such as Waldoboro to maintain a specified ratio of cash and short-term
investment securities to new withdrawable deposits and borrowings with
maturities of one year or less. This minimum liquidity ratio, currently 5%,
may vary from time to time, depending upon general economic conditions and
deposit flows. As a part of its asset/liability management program,
Waldoboro has historically maintained liquidity in excess of regulatory
requirements to better match its short-term liabilities. At June 30, 1997,
Waldoboro's liquidity ratio was approximately 13.37% compared to 12.19% at
June 30, 1996.
The minimum capital standards set by the OTS have three components:
(1) tangible capital; (2) leverage ratio or "core" capital; and (3) risk-
based capital. The tangible capital requirement is 1.5% and the leverage
ratio or "core" capital requirement is 3% of an institution's adjusted total
assets. The risk-based capital requirement is 8% of risk-weighted assets.
The amount of an institution's risk-weighted assets is determined by
assigning a "risk-weighted" value to each of the institution's assets.
Under the regulations, the "risk-weighted" of a particular type of assets
depends upon the degree of credit risk which is deemed to be associated with
that type of asset.
At June 30, 1997, Waldoboro had tangible capital of $4,989,000 or
8.34% of adjusted total assets, which exceeds the minimum required tangible
capital and leverage ratio or "core" capital requirements. Waldoboro had
risk-based capital of $5,297,000 or 14.69% of risk-weighted assets at June
30, 1997.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
------------------
There was no material litigation pending to which the Registrant was a
party or to which the property of the Registrant was subject during the
quarter ended June 30, 1997.
Item 2. Changes in Securities.
----------------------
None.
Item 3. Defaults Upon Senior Securities.
--------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
On July 16, 1997 at the Annual Meeting of Shareholders of Mid-Coast,
Waite Weston, Robert Spear, and Sharon Crowe were elected Directors each for
a term of three years and until their respective successors are appointed.
The vote for each of the directors was as follows:
FOR WITHHELD
--- --------
Waite Weston 162,489 7,744
------- -----
Robert Spear 161,894 8,339
------- -----
Sharon Crowe 163,408 6,825
------- -----
Samuel Cohen, Lincoln O. Orff, Lincoln Davis III, Maynard Prock,
Wesley Richardson, and Ronald E. Dolloff, are continuing as Directors
following said meeting.
The shareholders also voted to ratify at the Annual Meeting the
Recognition and Retention Plan. The vote ratifying the appointment of the
Recognition and Retention Plan was:
128,365 FOR
-------
21,426 AGAINST
-------
2,253 ABSTAIN
-------
In addition, the shareholders also voted to ratify at the Annual
Meeting the appointment of Baker Newman & Noyes as the Company's independent
auditors for the 1998 fiscal year. The vote ratifying the appointment of
the independent auditors was:
167,438 FOR
-------
566 AGAINST
-------
2,229 ABSTAIN
-------
Item 5. Other Information.
------------------
None.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits required by Item 601 of Regulation S-K.
None.
(b) Reports on Form 8-K.
None.
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.
MID-COAST BANCORP, INC.
/s/ Wesley E. Richardson
----------------------------------------
(Registrant)
Date July 16, 1997 /s/ Wesley E. Richardson
----------------------------- ----------------------------------------
(Signature)
Wesley E. Richardson
President and Treasurer