U.S. Securities and Exchange Commission
Washington D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
JUNE 30, 2001.
Commission file number: 0-23790
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MetroBanCorp
- ------------
(Exact name of small business issuer as specified in its charter)
Indiana 35-1712167
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10333 N. Meridian Street, Suite 111, Indianapolis, Indiana 46290
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(317) 573-2400
- --------------
(Issuer's telephone number)
http://www.metb.com
-------------------
(Issuer's Internet Website Address)
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
--- ---
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date
August 13, 2001: 2,001,338 Shares of Common Stock
--------------------------------
Transitional Small Business Disclosure Format:
Yes No X
--- ---
MetroBanCorp
FORM 10-QSB
Index
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Condition
June 30, 2001 and December 31, 2000 3
Consolidated Statements of Operations and Comprehensive Income
Three Months Ended June 30, 2001 and 2000 4
Consolidated Statements of Operations and Comprehensive Income
Six Months Ended June 30, 2001 and 2000 5
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2001 and 2000 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities and Use of Proceeds 14
Item 3. Defaults Under Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
Page 2 of 17
MetroBanCorp
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Condition
(unaudited)
(dollars in thousands)
06/30/01 12/31/00
--------- ---------
Assets
Cash and Due from Banks $ 15,864 $ 22,192
Securities Held to Maturity
(Fair Value: 2001 - $3,229 and 2000 - $3,104) 3,206 3,208
Securities Available for Sale 39,525 37,334
--------- ---------
Total Securities 42,731 40,542
Loans held for sale 484 212
Loans, net of allowance of $1,384 and $1,352, respectively 113,574 101,312
Premises and Equipment, net 1,416 1,508
Accrued Interest Receivable and Other Assets 2,124 2,566
--------- ---------
Total Assets $ 176,193 $ 168,332
========= =========
Liabilities
Deposits:
Non-Interest Bearing $ 31,499 $ 36,139
Interest Bearing 107,470 102,871
--------- ---------
Total Deposits 138,969 139,010
Repurchase Agreements 12,666 8,868
Fed Funds Purchased 3,400 --
Other Borrowings 5,000 5,000
Accrued Interest Payable and Other Liabilities 1,534 1,420
--------- ---------
Total Liabilities 161,569 154,298
--------- ---------
Shareholders' Equity
Preferred Stock: 1,000,000 shares authorized; none outstanding -- --
Common Stock: no par value, 3,000,000 shares authorized; 1,992,521
and 2,038,224 issued and outstanding, respectively 14,037 14,352
Retained Earnings/(Accumulated Deficit) 270 (191)
Accumulated Other Comprehensive Income/(Loss) 317 (127)
--------- ---------
Total Shareholders' Equity 14,624 14,034
--------- ---------
Total Liabilities and Shareholders' Equity $ 176,193 $ 168,332
========= =========
See accompanying notes.
Page 3 of 17
MetroBanCorp
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations and Comprehensive Income
(unaudited) Three Months Ended
-------------------------
(dollars in thousands, except per share data)
06/30/01 06/30/00
---------- ----------
Interest Income
Loans, including related fees $ 2,593 $ 2,363
Securities 668 557
Other 1 5
---------- ----------
Total Interest Income 3,262 2,925
Interest Expense
Deposits 1,235 1,143
Other 180 95
---------- ----------
Total Interest Expense 1,415 1,238
---------- ----------
Net Interest Income 1,847 1,687
---------- ----------
Provision for Loan Losses 60 22
---------- ----------
Net Interest Income after Provision for Loan Losses 1,787 1,665
---------- ----------
Non-Interest Income
Service Charges on Deposit Accounts 154 122
Securities Gains -- 1
Other Service Charges, Commissions and Fees 133 86
ATM Fee Income 97 97
---------- ----------
Total Non-Interest Income 384 306
Non-Interest Expense
Salaries and Employee Benefits 717 634
Occupancy, net 132 125
Equipment 96 108
Advertising and Public Relations 55 69
Legal and Professional 83 64
Data Processing 104 93
Other 326 284
---------- ----------
Total Non-Interest Expense 1,513 1,377
---------- ----------
Income Before Income Taxes 658 594
Provision for Income Taxes 250 223
---------- ----------
Net Income $ 408 $ 371
========== ==========
Comprehensive Income $ 537 $ 402
========== ==========
Basic net income per common share $ 0.20 $ 0.18
Diluted net income per common share $ 0.20 $ 0.18
Weighted Average Shares Outstanding 2,026,860 2,112,122
Weighted Average Shares Outstanding - Assuming Dilution 2,089,451 2,125,632
See accompanying notes.
Page 4 of 17
MetroBanCorp
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations and Comprehensive Income
(unaudited) Six Months Ended
-------------------------
(dollars in thousands, except per share data)
06/30/01 06/30/00
---------- ----------
Interest Income
Loans, including related fees $ 5,129 $ 4,542
Securities 1,376 1,137
Other 5 12
---------- ----------
Total Interest Income 6,510 5,691
Interest Expense
Deposits 2,595 2,233
Other 352 161
---------- ----------
Total Interest Expense 2,947 2,394
---------- ----------
Net Interest Income 3,563 3,297
---------- ----------
Provision for Loan Losses 111 42
---------- ----------
Net Interest Income after Provision for Loan Losses 3,452 3,255
---------- ----------
Non-Interest Income
Service Charges on Deposit Accounts 291 224
Other Service Charges, Commissions and Fees 237 168
ATM Fee Income 195 175
---------- ----------
Total Non-Interest Income 723 567
Non-Interest Expense
Salaries and Employee Benefits 1,400 1,270
Occupancy, net 266 246
Equipment 194 215
Advertising and Public Relations 114 137
Legal and Professional 143 103
Data Processing 209 188
Other 647 543
---------- ----------
Total Non-Interest Expense 2,973 2,702
---------- ----------
Income Before Income Taxes 1,202 1,120
Provision for Income Taxes 455 429
---------- ----------
Net Income $ 747 $ 691
========== ==========
Comprehensive Income $ 1,191 $ 653
========== ==========
Basic net income per common share $ 0.37 $ 0.33
Diluted net income per common share $ 0.36 $ 0.32
Weighted Average Shares Outstanding 2,032,582 2,125,473
Weighted Average Shares Outstanding - Assuming Dilution 2,094,237 2,144,411
See accompanying notes.
Page 5 of 17
MetroBanCorp
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Cash Flows
(unaudited)
(dollars in thousands)
Six Months Ended
----------------------
06/30/01 06/30/00
-------- --------
Operating Activities:
Net Income $ 747 $ 691
Adjustments to Reconcile Net Income to Cash Provided by
Operating Activities:
Provision for Loan Losses 111 42
Depreciation and Amortization 184 200
Net Amortization on Securities 38 72
Change in Accrued Interest Receivable and Other Assets 117 (3)
Change in Accrued Interest Payable and Other Liabilities 114 290
Change in Loans Held for Sale (272) (319)
-------- --------
Total Adjustments 292 282
-------- --------
Net Cash Provided by Operating Activities 1,039 973
-------- --------
Investing Activities:
Proceeds from Maturities and Paydowns of Securities Available for Sale 3,971 2,283
Proceeds from Sales of Securities Available for Sale 5,998 2,500
Purchases of Securities Available for Sale (11,427) --
Proceeds from the Repayment of Student Loans 158 265
Net Loans Made to Customers (12,531) (9,779)
Purchases of Premises and Equipment (92) (347)
-------- --------
Net Cash Used in Investing Activities (13,923) (5,078)
-------- --------
Financing Activities:
Change in Deposits (41) 8,651
Change in Fed Funds Purchased 3,400 (3,300)
Change in Repurchase Agreements 3,798 (515)
FHLB Advances -- 5,000
Cash Dividends Paid (286) (254)
Issuance of Common Stock 37 184
Repurchase of Common Stock and Fractional Shares (352) (392)
-------- --------
Net Cash Provided by Financing Activities 6,556 9,374
-------- --------
Net Increase/(Decrease) in Cash and Cash Equivalents (6,328) 5,269
Cash and Cash Equivalents at Beginning of Period 22,192 9,526
-------- --------
Cash and Cash Equivalents at End of Period $ 15,864 $ 14,795
======== ========
See accompanying notes.
Page 6 of 17
MetroBanCorp
Notes to Consolidated Financial Statements
1. Basis of Presentation
---------------------
The consolidated financial statements include the accounts of
MetroBanCorp and its wholly-owned affiliate, MetroBank ("Bank")
(together, "Metro"). All significant intercompany transactions and
balances have been eliminated.
In the opinion of management of Metro, the consolidated financial
statements contain all the normal and recurring adjustments necessary
to present fairly the consolidated financial condition of Metro as of
June 30, 2001 and December 31, 2000, and the results of its operations
and cash flows for the periods ended June 30, 2001 and 2000.
These financial statements should be read in conjunction with Metro's
latest Annual Report on Form 10-KSB for the year ending December 31,
2000.
2. Comprehensive Income
--------------------
Comprehensive Income is defined as the change in equity of a business
enterprise during a period from transactions and other events and
circumstances from non-owner sources. It includes all changes in equity
during a period, except those resulting from investment by owners and
distributions to owners. In Metro's case, comprehensive income includes
net income and the change in unrealized gains and losses on available
for sale securities.
3. Per Share Data
--------------
Basic earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding during each
period. Diluted earnings per share is computed the same, except that
the denominator is increased to include the number of additional common
shares that would have been outstanding if the dilutive potential
common shares (stock options) had been issued. Below is a table
reconciling basic earnings per share and diluted earnings per share:
For the Three Months Ended June 30,
2001 2000
---------- ----------
Basic
Net income $ 408 $ 371
========== ==========
Weighted average common shares outstanding 2,026,860 2,112,122
Basic earnings per common share $ 0.20 $ 0.18
========== ==========
Diluted
Net income $ 408 $ 371
========== ==========
Weighted average common shares outstanding for basic
earnings per common share 2,026,860 2,112,122
Add: Dilutive effects of assumed exercises of stock
options 62,591 13,510
---------- ----------
Average shares and dilutive potential common shares 2,089,451 2,125,632
========== ==========
Diluted earnings per common share $ 0.20 $ 0.18
========== ==========
Page 7 of 17
For the Six Months Ended June 30,
2001 2000
---------- ----------
Basic
Net income $ 747 $ 691
========== ==========
Weighted average common shares outstanding 2,032,582 2,125,473
Basic earnings per common share $ 0.37 $ 0.33
========== ==========
Diluted
Net income $ 747 $ 691
========== ==========
Weighted average common shares outstanding for basic
earnings per common share 2,032,582 2,125,473
Add: Dilutive effects of assumed exercises of stock
options 61,655 18,938
---------- ----------
Average shares and dilutive potential common shares 2,094,237 2,144,411
========== ==========
Diluted earnings per common share $ 0.36 $ 0.32
========== ==========
4. New Accounting Pronouncements
-----------------------------
Beginning January 1, 2001, a new accounting standard required all
derivatives to be recorded at fair value. Unless designated as hedges,
changes in these fair values are recorded in the income statement. Fair
value changes involving hedges are generally recorded by offsetting
gains and losses on the hedge and on the hedged item, even if the fair
value of the hedged item is not otherwise recorded. Adoption of this
pronouncement did not have a material effect on Metro's financial
results.
Page 8 of 17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The following management discussion is presented to provide information
concerning the consolidated financial condition of Metro as of June 30, 2001 as
compared to December 31, 2000, and the results of operations for the three and
six month periods ending June 30, 2001 and 2000.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This discussion contains certain forward-looking statements that are subject to
risks and uncertainties and includes information about possible or assumed
future results of operations. Many possible events or factors could affect
Metro's future financial results and performance. This could cause results or
performance to differ materially from those expressed in any forward-looking
statements. Words such as "expects", "anticipates", "believes", "estimates",
variations of such words and other similar expressions are intended to identify
such forward-looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions which are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in, or implied by, such
forward-looking statements. Readers should not rely solely on the
forward-looking statements and should consider all uncertainties and risks
discussed throughout this discussion. These statements are representative only
on the date hereof.
The possible events or factors include the following: the Bank's loan growth is
dependent on economic conditions, as well as various discretionary factors, such
as decisions to securitize, sell or purchase certain loans or loan portfolios;
syndications or participations of loans; retention of residential mortgage
loans; and the management of borrower, industry, product and geographic
concentrations and the mix of the loan portfolio. The rate of charge-offs and
provision expense can be affected by local, regional and international economic
and market conditions, concentrations of borrowers, industries, products and
geographic locations, the mix of the loan portfolio and management's judgments
regarding the collectibility of loans. Liquidity requirements may change as a
result of fluctuations in assets and liabilities and off-balance sheet
exposures, which will impact our capital and debt financing needs and the mix of
funding sources. Decisions to purchase, hold or sell securities are also
dependent on liquidity requirements and market volatility, as well as on- and
off-balance sheet positions. Factors that may impact interest rate risk include
local, regional and international economic conditions, levels, mix, maturities,
yields or rates of assets and liabilities, utilization and effectiveness of
interest rate contracts and Metro's wholesale and retail funding sources. Metro
is also exposed to the potential of losses arising from adverse changes in
market rates and prices which can adversely impact the value of financial
products, including securities, loans, deposits, debt and derivative financial
instruments, such as futures, forwards, swaps, options and other financial
instruments with similar characteristics.
In addition, the banking industry in general is subject to various monetary and
fiscal policies and regulations, which include those determined by the Federal
Reserve Board, the OCC, the FDIC, state banking regulators and the Office of
Thrift Supervision, whose policies and regulations could affect Metro's
financial results. Other factors that may cause actual results to differ from
the forward-looking statements include the following: competition with other
local, regional and international banks, thrifts, credit unions and other
nonbank financial institutions, such as investment banking firms, investment
advisory firms, brokerage firms, investment companies and insurance companies,
as well as other entities which offer financial services, located both within
and outside the United States and through alternative delivery channels such as
the World Wide Web; interest rate and market and monetary fluctuations;
inflation; market volatility; general economic conditions and economic
conditions in the geographic regions and industries in which Metro operates;
introduction and acceptance of new banking-related products, services and
enhancements; fee pricing strategies, mergers and acquisitions and Metro's
ability to manage these and other risks.
Page 9 of 17
FINANCIAL CONDITION
At June 30, 2001, Metro had total assets of $176.2 million, an increase of $7.9
million or 4.7 percent from December 31, 2000. Consolidated earning assets
totaled $162.6 million, or 92.3 percent of total assets, at June 30, 2001. The
principal components of earning assets were loans in the amount of $115.4
million or 71.0 percent of total earning assets, securities of $42.7 million or
26.2 percent of total earning assets and interest bearing due from bank accounts
of $4.5 million or 2.8 percent of total earning assets. Earning assets at
December 31, 2000 were $155.0 million, or 92.1 percent of total assets.
LOANS
- -----
Gross loans outstanding increased $12.6 million or 12.2 percent from December
31, 2000 to June 30, 2001. Metro continued to make a concerted effort to
increase its commercial and installment loan portfolios through the use of an
extensive loan officer calling program aimed at Metro's target market. At June
30, 2001, net loans amounted to 64.7 percent of total assets, compared to 60.3
percent of total assets at year end 2000. Metro's loan to deposit ratio, which
is one measure of liquidity, was 83.1 percent at June 30, 2001, compared to 74.0
percent at year end 2000.
Loan Portfolio at Period-End
(dollars in thousands)
June 30, 2001 December 31, 2000 % Change
----------------- --------------------- -------------
Commercial & Agricultural $28,131 $24,261 15.95%
Real Estate - Construction 4,880 2,504 94.89%
Real Estate - Mortgage 55,402 49,229 12.54%
Installment 24,153 23,848 1.28%
Student Loans 2,876 3,034 (5.21%)
----------------- --------------------- -------------
Gross Loans 115,442 102,876 12.21%
Less:
Allowance for Loan Losses (1,384) (1,352) 2.37%
----------------- --------------------- -------------
Loans, net $114,058 $101,524 12.35%
================= ===================== =============
Delinquent loans at June 30, 2001 were $1,099,000, representing 1.0 percent of
gross loans, compared to $569,000 of delinquent loans, or 0.6 percent of gross
loans, at year end 2000. Delinquent loans in both periods consisted primarily of
student loans guaranteed by a third party. Non-accruing loans at June 30, 2001
amounted to $99,000, compared to $412,000 at December 31, 2000.
At June 30, 2001 and December 31, 2000, Metro had an allowance for loan losses
of $1,384,000 and $1,352,000, respectively, representing 1.2 percent and 1.3
percent, respectively, of gross loans at June 30, 2001 and December 31, 2000.
Metro provides for probable loan losses through regular provisions to the
allowance for loan losses. These provisions are made at a level which is
considered necessary by Metro's management to absorb estimated incurred losses
in the loan portfolio and is based upon an assessment of adequacy of Metro's
loan loss reserve account. The increased provision in 2001 provides for
charge-offs and responds to generally higher levels of delinquent and
non-accruing loans during 2001.
Page 10 of 17
Allowance for Loan Losses Activity
Six months ended June 30, 2001 and 2000
(dollars in thousands)
2001 2000
---- ----
Allowance for Loan Losses, January 1 $1,352 $1,464
Loans Charged-Off:
Commercial (79) (70)
Real Estate - -
Mortgage - -
Installment (17) (22)
Student Loans - -
----------- -----------
Total Charged-Off Loans (96) (92)
----------- -----------
Recoveries on Charged-Off Loans:
Commercial 10 9
Real Estate - -
Mortgage - -
Installment 7 5
Student Loans - -
----------- -----------
Total Recoveries 17 14
----------- -----------
Net Charged-Off Loans (79) (78)
----------- -----------
Provision for Loan Losses 111 42
----------- -----------
Allowance for Loan Losses, June 30 $1,384 $1,428
=========== ===========
Average Loans Outstanding $106,804 $90,738
=========== ===========
Net Charged-Off loans to Average Loans .074% .086%
=========== ===========
SECURITIES
- ----------
Total securities at June 30, 2001 were $42.7 million, increasing by $2.2 million
or 5.4 percent from the amount at December 31, 2000. Purchases of securities
totaled $11.4 million during the first half of 2001, which offset reductions
from securities sold, principal paydowns and maturities.
DEPOSITS
- --------
Total deposits at June 30, 2001 amounted to $139.0 million remaining unchanged
from total deposits at December 31, 2000. Since December 31, 2000, non-interest
bearing demand deposits decreased by $4.6 million or 12.8 percent, while
interest bearing deposits increased by $4.6 million or 4.5 percent.
OTHER LIABILITIES
- -----------------
Liabilities other than deposits increased to $22.6 million from $15.3 million at
December 31, 2000. This change resulted principally from increases in short-term
funding sources. Repurchase agreements increased $3.8 million or 42.8 percent
combined with an increase in federal funds purchased of $3.4 million.
Liabilities other than deposits also include $5.0 million in borrowings from the
Federal Home Loan Bank. Membership in the Federal Home Loan Bank provides Metro
with an ongoing source of funds to assist in liquidity management and funding
loans.
Page 11 of 17
CAPITAL
- -------
For the six months ending June 30, 2001, Metro's total capital increased by a
net amount of $590,000. Year to date earnings amounted to $747,000. Common stock
increased by $37,000, consisting of $5,000 as a result of grants of Metro's
common stock to employees under the MetroBanCorp Equity Ownership Plan and
$32,000 from directors exercising 6,370 options for shares of Metro common
stock. Changes in security market value resulted in accumulated other
comprehensive income increasing by $444,000. The total decrease in capital
amounted to $638,000, resulting from the repurchase of 52,558 shares of Metro
common stock and fractional shares from the stock dividend for $352,000, and
dividend payments to Metro shareholders in the amount of $286,000.
Metro is subject to various capital requirements imposed by the federal banking
regulatory authorities. Quantitative measures established by regulation to
ensure capital adequacy require Metro to maintain minimum amounts and ratios of
total and Tier 1 capital (as defined in the regulations) to risk-weighted
assets, and Tier 1 capital to average assets. Management believes that, as of
June 30, 2001, Metro meets all capital adequacy requirements to which it is
subject. The following table sets forth the actual and minimum capital amount
and ratios of Metro and MetroBank as of June 30, 2001 (dollars in thousands):
To Be Well Capitalized
Under Prompt Corrective
Actual Action Provisions
---------------------------- -----------------------------------
Amount Ratio Amount Ratio
------------- ------------ -------------- ----------------
Total Capital
(to Risk Weighted Assets)
Metro $15,692 12.70% > $12,358 > 10.00%
- -
MetroBank $13,628 11.08% > $12,299 > 10.00%
- -
Tier 1 Capital
(to Risk Weighted Assets)
Metro $14,308 11.58% > $7,415 > 6.00%
- -
MetroBank $12,244 9.95% > $7,380 > 6.00%
- -
Tier 1 Capital
(to Average Assets)
Metro $14,308 8.56% > $8,357 > 5.00%
- -
MetroBank $12,244 7.42% > $8,251 > 5.00%
- -
As of December 31, 2000, the most recent notification from the FDIC categorized
MetroBank as "well capitalized" under the regulatory framework for prompt
corrective action. To be categorized as "well capitalized", MetroBank must
maintain minimum total risk-weighted, Tier 1 capital and leverage ratios as set
forth in the above table. There are no conditions or events since this
notification that management believes have changed Metro's or the Bank's capital
category.
RESULTS OF OPERATIONS
NET INTEREST INCOME
- -------------------
Net interest income after provision for loan losses was $3.5 million for the six
months ended June 30, 2001, compared to $3.3 million for the comparable period
of 2000, an increase of 6.1 percent. The increase in net interest income was
driven primarily by an increase in loan volume. Metro's provision for loan
losses was $111,000 for the six months ended June 30, 2001, compared to $42,000
for the same
Page 12 of 17
period in 2000. The loan loss provision made in 2001 was increased to a level
considered necessary by Metro's management to absorb estimated incurred losses
in the loan portfolio and is based upon an assessment of the adequacy of Metro's
loan loss reserve account.
NON-INTEREST EXPENSE
- --------------------
Non-interest expense amounted to $3.0 million for the six month period ending
June 30, 2001, compared to $2.7 million for the same period one year earlier, an
increase of 10.0 percent. Approximately 48 percent of this increase resulted
from a 10.2 percent increase in salaries and employee benefits driven by annual
merit increases and additional staff hired to support Metro's growth.
NET INCOME
- ----------
Metro recorded net income of $747,000 for the six month period ending June 30,
2001, compared to $691,000 for the same period one year earlier, an increase of
8.1 percent. Net income for the three months ended June 30, 2001 was $408,000,
up 10.0 percent over 2000's same period net income of $371,000. Results for the
quarter reflect the same trends as do year to date results.
Page 13 of 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - none.
- ------- -----------------
Item 2. Changes in Securities and Use of Proceeds - none.
- ------- -----------------------------------------
Item 3. Defaults Upon Senior Securities - none.
- ------- -------------------------------
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
(a) Metro held its annual meeting of shareholders on May 17, 2001.
(b) At the annual meeting, Metro's shareholders elected eleven directors to
serve until the next annual meeting of the shareholders and until their
successors are duly elected, qualified and serving. The votes cast for
the directors at the annual meeting were as follows:
Number of Votes
------------------------------------------------
Director's Name Broker
For Withheld Non-Votes
------------------------------- ------------- ------------ ------------
Chris G. Batalis 1,637,556 950 343,851
Ike G. Batalis 1,637,798 708 343,851
Terry L. Eaton 1,638,191 315 343,851
Evans M. Harrell 1,637,811 695 343,851
James F. Keenan 1,631,825 6,681 343,851
Robert L. Lauth, Jr. 1,638,191 315 343,851
James C. Lintzenich 1,638,191 315 343,851
Edward G. McMahon 1,637,430 1,076 343,851
R. D. "Rusty" Richardson 1,638,191 315 343,851
Edward R. Schmidt 1,637,937 569 343,851
Donald F. Walter 1,638,065 441 343,851
------------------------------- ------------- ------------ ------------
(c) (i) At the annual meeting, Metro's shareholders approved the adoption
of the MetroBanCorp Directors' Retirement Plan and ratified, confirmed
and approved the acts and actions of the Board in adopting the
MetroBanCorp Directors' Retirement Plan.
For: 1,569,191 Against: 62,393 Abstaining: 11,199
--------- ------ ------
Broker Non-Votes: 339,954
-------
(ii) At the annual meeting, Metro's shareholders also ratified the
appointment of Crowe, Chizek and Company LLP as independent public
accountants for MetroBanCorp and its subsidiary for the fiscal year
ending December 31, 2001.
For: 1,637,337 Against: 5,019 Abstaining: 427
--------- ----- ---
Broker Non-Votes: 339,954
-------
Item 5. Other Information
- ------- -----------------
As of June 29, 2001, MetroBank's in-store banking office located in the
Cub Foods Store at 14610 U.S. Highway 31 North, Carmel, Indiana closed.
This resulted from the Cub Foods departure in the Central Indiana
market and the closing of all area Cub Foods Stores.
Page 14 of 17
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits - none.
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the
quarterly period ending June 30, 2001.
Page 15 of 17
SIGNATURES
----------
In accordance with the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
METROBANCORP
(Registrant)
August 13, 2001 By: /S/ Ike G. Batalis
-----------------------------------
Ike G. Batalis
President (Principal
Executive Officer)
August 13, 2001 By: /S/ Charles V. Turean
-----------------------------------
Charles V. Turean
Executive Vice President
(Principal Financial and
Accounting Officer)
Page 16 of 17