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, 1999.
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
incorporation or organization) Identification No.)
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: 1,938,827 Shares of Common Stock
----------------------------------
Transitional Small Business Disclosure Format:
Yes No X
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METROBANCORP
FORM 10-QSB
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statement of Condition
June 30, 1999 and December 31, 1998 3
Consolidated Statement of Operations
Three Months Ended June 30, 1999 and 1998 4
Consolidated Statement of Operations
Six Months Ended June 30, 1999 and 1998 5
Consolidated Statement of Cash Flows
Six Months Ended June 30, 1999 and 1998 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 4. Submission of Matters to a Vote of
Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
EXHIBITS 16
2
METROBANCORP
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CONDITION
(unaudited)
(dollars in thousands)
06/30/99 12/31/98
---------------- ---------------
Assets
Cash and Due from Banks $8,790 $7,719
Federal Funds Sold 4,025 2,325
---------------- ---------------
Total Cash and Cash Equivalents 12,815 10,044
Investment Securities HTM - at Cost 3,608 3,605
Investment Securities AFS - at Market 34,689 37,726
---------------- ---------------
Total Investment Securities 38,297 41,331
Loans:
Gross Loans 82,340 80,469
Less: Allowance for Loan Losses (1,413) (1,300)
---------------- ---------------
Loans, Net 80,927 79,169
Premises and Equipment, Net 1,448 1,536
Accrued Interest Receivable 902 956
Core Deposit Intangible, Net - 41
Deferred Tax Asset 671 554
Other Assets 517 349
---------------- ---------------
Total Assets $135,577 $133,980
================ ===============
Liabilities
Deposits:
Non-Interest Bearing Demand 26,673 29,534
Interest Bearing:
Savings and NOW Accounts 56,420 46,594
Time Deposits of $100,000 and over 10,544 11,728
Other Time Deposits 27,117 31,972
---------------- ---------------
Total Deposits 120,754 119,828
Accrued Interest Payable 423 449
Other Liabilities 1,435 864
---------------- ---------------
Total Liabilities 122,612 121,141
---------------- ---------------
Commitments and Contingencies - -
Shareholders' Equity
Preferred Stock: 1,000,000 Shares Authorized; None Outstanding - -
Common Stock: 3,000,000 Shares Authorized;
1,938,827 Shares Issued and Outstanding in 1999
1,941,726 Shares Issued and Outstanding in 1998 13,523 13,548
Accumulated Earnings (298) (756)
Net Unrealized Gain/(Loss) on Investment Securities AFS (260) 47
---------------- ---------------
Total Shareholders' Equity 12,965 12,839
---------------- ---------------
Total Liabilities and Shareholders' Equity $135,577 $133,980
================ ===============
See "Notes to Consolidated Financial Statements"
3
METROBANCORP
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
(dollars in thousands, except share data)
Three Months Ended
---------------------------------
06/30/99 06/30/98
--------------- ---------------
Interest Income
Interest and Fees on Loans $1,931 $1,944
Interest on Investment Securities 539 390
Interest on Federal Funds Sold 30 114
--------------- ---------------
Total Interest Income 2,500 2,448
Interest Expense
Interest on Deposits 978 1,054
Other Interest Expense 6 -
--------------- ---------------
Total Interest Expense 984 1,054
--------------- ---------------
Net Interest Income 1,516 1,394
--------------- ---------------
Provision for Loan Losses 58 75
--------------- ---------------
Net Interest Income after Provision for Loan Losses 1,458 1,319
--------------- ---------------
Non-Interest Income
Service Charges on Deposit Accounts 103 88
Other Service Charges, Commissions and Fees 178 157
--------------- ---------------
Total Non-Interest Income 281 245
Non-Interest Expense
Salaries and Employee Benefits 551 505
Occupancy Expense 106 103
Equipment Expense 85 84
Advertising and Public Relations 68 59
Legal, Professional and Audit Services 42 44
Data Processing 81 85
Amortization of Core Deposit Intangible 6 35
Other 218 239
--------------- ---------------
Total Non-Interest Expense 1,157 1,154
Income before Income Taxes 582 410
Applicable Income Taxes 222 166
=============== ===============
Net Income $360 $244
=============== ===============
Net Income per Common Share $0.19 $0.13
Net Income per Common Share - Assuming Dilution $0.18 $0.12
Weighted Average Shares Outstanding 1,938,827 1,941,726
Weighted Average Shares Outstanding - Assuming Dilution 1,983,462 2,044,777
See "Notes to Consolidated Financial Statements"
4
METROBANCORP
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
(dollars in thousands, except share data)
Six Months Ended
---------------------------------
06/30/99 06/30/98
--------------- ---------------
Interest Income
Interest and Fees on Loans $3,823 $3,852
Interest on Investment Securities 1,113 747
Interest on Federal Funds Sold 42 229
--------------- ---------------
Total Interest Income 4,978 4,828
Interest Expense
Interest on Deposits 1,958 2,086
Other Interest Expense 14 -
--------------- ---------------
Total Interest Expense 1,972 2,086
--------------- ---------------
Net Interest Income 3,006 2,742
--------------- ---------------
Provision for Loan Losses 116 149
--------------- ---------------
Net Interest Income after Provision for Loan Losses 2,890 2,593
--------------- ---------------
Non-Interest Income
Service Charges on Deposit Accounts 199 167
Loss on Sale of Investment Securities - (8)
Other Service Charges, Commissions and Fees 341 284
--------------- ---------------
Total Non-Interest Income 540 443
Non-Interest Expense
Salaries and Employee Benefits 1,072 1,008
Occupancy Expense 210 207
Equipment Expense 169 172
Advertising and Public Relations 126 124
Legal, Professional and Audit Services 87 99
Data Processing 167 165
Amortization of Core Deposit Intangible 41 70
Other 460 452
--------------- ---------------
Total Non-Interest Expense 2,332 2,322
Income before Income Taxes 1,098 714
Applicable Income Taxes 425 287
--------------- ---------------
Net Income $673 $427
=============== ===============
Net Income per Common Share $0.35 $0.22
Net Income per Common Share - Assuming Dilution $0.33 $0.21
Weighted Average Shares Outstanding 1,939,379 1,941,726
Weighted Average Shares Outstanding - Assuming Dilution 2,012,521 2,045,142
See "Notes to Consolidated Financial Statements"
5
METROBANCORP
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
(dollars in thousands)
Six Months Ended
-----------------------------------------
06/30/99 06/30/98
-------------------- ------------------
Cash Flows from Operating Activities:
Net Income $673 $427
Adjustments to Reconcile Net Income to
Cash Provided by Operating Activities:
Provision for Loan Losses 116 149
Depreciation and Amortization 195 211
Loss on Sale of Securities - 8
(Increase)/Decrease in Accrued Interest Receivable 54 (40)
(Increase)/Decrease in Other Assets (251) 79
Increase/(Decrease) in Accrued Interest Payable (26) 46
Increase/(Decrease) in Other Liabilities 571 (6)
-------------------- ------------------
Total Adjustments 659 447
-------------------- ------------------
Net Cash Flows Provided by Operating Activities 1,332 874
-------------------- ------------------
Cash Flows from Investing Activities:
Proceeds from Maturities of Investment Securities Held to Maturity - 1,020
Proceeds from Maturities of Investment Securities Available for Sale 6,682 2,546
Proceeds from Sales of Investment Securities Available for Sale 1,100 3,500
Purchases of Investment Securities Available for Sale (5,091) (11,875)
Purchases of Investment Securities Held to Maturity - (921)
Proceeds from the Sale of Student Loans 32 -
Proceeds from the Repayment of Student Loans 314 280
Net Loans Made to Customers (2,218) (1,547)
Purchases of Premises and Equipment (66) (251)
-------------------- ------------------
Net Cash Flows Provided by/(Used in) Investing Activities 753 (7,248)
-------------------- ------------------
Cash Flows from Financing Activities:
Net Increase in DDA, NOW and Savings Accounts 6,965 4,770
Net Increase/(Decrease) in Time Deposits (6,039) 2,656
Cash Dividends Paid (215) (172)
Repurchases of Common Stock (25) -
-------------------- ------------------
Net Cash Flows Provided by/(Used in) Financing Activities 686 7,254
-------------------- ------------------
Net Increase in Cash and Cash Equivalents 2,771 880
Cash and Cash Equivalents at Beginning of Period 10,044 17,095
-------------------- ------------------
Cash and Cash Equivalents at End of Period $12,815 $17,975
==================== ==================
See "Notes to Consolidated Statements"
6
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 (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, 1999 and December 31, 1998, and the results of its operations
and cash flows for the three months ended June 30, 1999 and 1998.
These financial statements should be read in conjunction with Metro's
latest Annual Report on Form 10-KSB for the year ending December 31,
1998.
2. Investments
-----------
The market value and amortized cost of investment securities of
Metro as of June 30, 1999 are set forth below:
Market Value Amortized Cost
------------ --------------
Held to Maturity $ 3,527,531 $ 3,607,754
Available for Sale 34,689,209 35,139,630
------------ ------------
Total Investments $38,216,740 $38,747,384
============ ============
3. Allowance for Loan and Lease Losses
-----------------------------------
As of June 30, 1999, Metro had investments in loans which are impaired
in accordance with SFAS Nos. 114 and 118 of $368,660. Of this amount,
$366,412 had no related specific allowance. The remaining $2,248 of
impaired loans were fully reserved.
Metro's policy for recognizing income on impaired loans is to accrue
earnings until a loan is classified as impaired. For loans which
receive the classification of impaired during the current period,
interest accrued to date is charged against current earnings. All
payments received on a loan which is classified as impaired are
utilized to reduce the outstanding principal balance.
7
4. Comprehensive Income
--------------------
During the first quarter of 1998, Metro adopted Statement of Financial
Accounting Standards No. 130, "Reporting 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 unrealized gains and losses on available for sale
securities. Total comprehensive income was $148,000 and $245,000 for
the three month period ended June 30, 1999 and 1998, respectively.
Total comprehensive income was $366,000 and $422,000 for the six month
period ended June 30, 1999 and 1998, respectively.
5. Per Share Data
--------------
Basic net income per common share is computed by dividing net income by
the weighted average number of common shares outstanding during each
year. Net income per common share, assuming full dilution, is computed
as above 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 net income per common share and net income
per common share assuming full dilution:
For the Three Months Ended
---------------------------------------------------------------------------------
June 30, 1999 June 30, 1998
----------------------------------------- ---------------------------------------
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------------------------------------- ---------------------------------------
Income Available to Common
Stockholders $360,000 1,938,827 $244,000 1,941,726
Net Income per Common Share $0.19 $0.13
=========== ===========
Effects of Dilutive Options
Stock Options - 44,635 - 103,051
------------------------------ ----------------------------
Net Income per Common
Share - Assuming Dilution $360,000 1,983,462 $0.18 $244,000 2,044,777 $0.12
========================================= =======================================
8
For the Six Months Ended
---------------------------------------------------------------------------------
June 30, 1999 June 30, 1998
----------------------------------------- ---------------------------------------
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------------------------------------- ---------------------------------------
Income Available to Common
Stockholders $673,000 1,939,379 $427,000 1,941,726
Net Income per Common Share $0.35 $0.22
=========== ===========
Effects of Dilutive Options
Stock Options - 73,142 - 103,416
------------------------------ ----------------------------
Net Income per Common
Share - Assuming Dilution $673,000 2,012,521 $0.33 $427,000 2,045,142 $0.21
========================================= =======================================
Per share data included in Metro's consolidated statement of operations
for the three and six month periods ended June 30, 1999 and 1998 was
based on the weighted average number of common shares outstanding.
ITEM 2. 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, 1999 as
compared to December 31, 1998, and the results of operations for the three and
six month period ending June 30, 1999 and 1998.
FINANCIAL CONDITION
At June 30, 1999, Metro had total assets of $135.6 million, an increase of $1.6
million or 1.2 percent from December 31, 1998. Consolidated earning assets
totaled to $124.3 million, or 91.7 percent of total assets, at June 30, 1999.
The principal components of earning assets were loans in the amount of $82.3
million or 65.9 percent of total earning assets, and investment securities of
$38.3 million or 30.9 percent of total earning assets. Earning assets at
December 31, 1998 were $124.1 million, or 92.6 percent of total assets.
9
LOANS
- -----
Total gross loans outstanding increased $1,871,000 or 2.3 percent from December
31, 1998 to June 30, 1999. At June 30, 1999, net loans amounted to 59.7 percent
of total assets as compared to 59.1 percent at year end 1998. The Bank's loan to
deposit ratio, which is one measure of liquidity, was 66.8 percent at June 30,
1999, as compared to 66.1 percent at year end 1998.
LOAN PORTFOLIO AT PERIOD-END
(dollars in thousands)
June 30, 1999 December 31, 1998 % Change
--------------------- ------------------- ----------------
Commercial $53,579 $50,556 5.98%
Real Estate - Construction 1,574 2,399 (34.39)%
Mortgage 580 776 (25.26)%
Installment 22,549 22,333 0.97%
Student Loans 4,058 4,405 (7.88)%
--------------------- ------------------- ----------------
Total Loans $82,340 $80,469 2.32%
Less:
Allowance for Loan Losses (1,413) (1,300) 8.69%
--------------------- ------------------- ----------------
Net Loans $80,927 $79,169 2.22%
===================== =================== ================
Delinquent loans at June 30, 1999 were $1,147,000, representing 1.39 percent of
total loans. At December 31, 1998, delinquent loans amounted to $1.3 million or
1.6 percent of total loans outstanding. Delinquent loans in both periods shown
above consisted primarily of student loans guaranteed by a third party.
Non-accruing loans at June 30, 1999 amounted to $369,000 as compared to $369,000
at December 31, 1998. There were no recoveries on charged-off loans for the
three month period ending June 30, 1999.
At June 30, 1999 and December 31, 1998, the Bank had an allowance for loan
losses of $1,413,000 and $1,300,000, respectively. The percentage of provision
for loan losses to ending loans amounted to 1.72 percent and 1.62 percent for
June 30, 1999 and December 31, 1998, respectively. The Bank provides for
possible loan losses through regular provisions to the allowance for loan
losses. The provisions are made at a level which is considered necessary by
management to absorb estimated losses in the loan portfolio and is based upon an
assessment of adequacy of the Bank's loan loss reserve account.
10
ALLOWANCE FOR LOAN LOSSES
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(dollars in thousands)
1999 1998
---- ----
Allowance for Loan Losses, January 1 $1,300 $998
Loans Charged-Off:
Commercial - -
Real Estate - -
Mortgage - -
Installment (8) (17)
Student Loans - -
-------------- -------------
Total Charged-Off Loans (8) (17)
-------------- -------------
Recoveries on Charged-Off Loans:
Commercial 3 -
Real Estate - -
Mortgage - -
Installment 2 19
Student Loans - -
-------------- -------------
Total Recoveries 5 19
-------------- -------------
Net Charged-Off Loans (3) 2
-------------- -------------
Provision for Loan Losses 116 149
-------------- -------------
Allowance for Loan Losses, June 30 $1,413 $1,149
============== =============
Average Loans Outstanding $79,222 $77,136
============== =============
Net Charged-Off loans to Average Loans .004% .003%
============== =============
INVESTMENT SECURITIES
- ---------------------
Total investments at June 30, 1999 were $38.3 million, decreasing by $3.0
million or 7.3 percent from the amount at December 31, 1998. This decrease was
due primarily to principal paydowns and maturities within the investment
securities available for sale category.
DEPOSITS
- --------
Total deposits at June 30, 1999 amounted to $120.8 million in comparison to
$119.8 million at December 31, 1998, representing an increase of $926,000. Since
December 31, 1998, non-interest bearing demand deposits decreased by $2.9
million or 9.7 percent, while interest bearing deposits increased by $3.8
million or 4.2 percent.
11
OTHER LIABILITIES
- -----------------
Other liabilities increased to $1,435,000 from $864,000 from December 31, 1998.
Total liabilities increased by $1.5 million or 1.2 percent to $122.6 million
since December 31, 1998.
CAPITAL
- -------
Metro's total capital increased by a net amount of $126,000 or 0.98 percent
during the first six months of 1999. Metro's earnings in the first six months of
1999 amounted to $673,000. The net unrealized loss on investment securities
available for sale amounted to $(260,000) at June 30, 1999, decreasing by
$307,000 since December 31, 1998. Capital decreased by $215,000 in 1999
following the payment of a $.055 quarterly cash dividend per common stock
outstanding in the months of March and June, 1999. Capital also decreased by
$25,000 as a result of repurchases of common stock by Metro during the first
quarter of 1999.
During the first quarter of 1999, the Board of Directors of Metro declared a ten
percent stock dividend issuable February 8, 1999 to shareholders of record as of
January 19, 1999. Fractional share interests resulting from the stock dividend
were paid in cash. All share and per share data presented here in have been
restated for the effects of the stock dividend.
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, as of June
30, 1999, that 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 the Bank as of June 30, 1999 (dollars in thousands):
To Be Well Capitalized
Under Prompt Corrective
Actual Action Provisions
---------------------------- ---------------------------------
Amount Ratio Amount Ratio
------------- ------------ ------------- --------------
Total Capital
(to Risk Weighted Assets)
Consolidated $14,362 16.19% > $8,869 > 10.00%
Bank $11,747 13.35% > $8,800 > 10.00%
Tier 1 Capital
(to Risk Weighted Assets)
Consolidated $13,226 14.91% > $5,321 > 6.00%
Bank $10,643 12.09% > $5,280 > 6.00%
Tier 1 Capital
(to Average Assets)
Consolidated $13,226 10.10% > $6,548 > 5.00%
Bank $10,643 8.28% > $6,426 > 5.00%
12
As of December 31, 1998, the most recent notification from the FDIC categorized
the Bank as "well capitalized" under the regulatory framework for prompt
corrective action. To be categorized as "well capitalized", the Bank must
maintain minimum total risk-weighted, Tier 1 capital and leverage ratios as set
forth in the table. There are no conditions or events since this notification
that management believes have changed its or the Bank's capital category.
RESULTS OF OPERATIONS
NET INTEREST INCOME
- -------------------
Net interest income after provision for loan losses was $2.9 million for the six
months ended June 30, 1999, compared to $2.6 million for the comparable period
of 1998, an increase of 11.5 percent. The Bank's provision for loan loss expense
was $115,000 for the six months ended June 30, 1999, compared to $149,000 for
the same period in 1998. The provision made in 1999 was a level considered
necessary by management to absorb estimated losses in the loan portfolio and is
based upon an assessment of the adequacy of the Bank's loan loss reserve
account.
NON-INTEREST EXPENSE
- --------------------
Non-interest expense amounted to $2.3 million for the six month period ending
June 30, 1999, an amount similar to total non-interest expense for the same
period in 1998.
NET INCOME
- ----------
Metro recognized net income of $673,000 for the six month period ending June 30,
1999, compared to $427,000 for the same period one year earlier.
PART II. OTHER INFORMATION
--------------------------
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
(a) Metro held its annual meeting of shareholders on May 20, 1999.
(c)(i) At the annual meeting, Metro's shareholders elected ten 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:
13
Number of Votes
------------------------------------------
Director's Name For Withheld Abstaining
-------------------------- ------------ ------------ --------------
Chris G. Batalis 1,742,130 2,963 25,193
Ike G. Batalis 1,743,862 1,231 25,193
Terry L. Eaton 1,744,862 231 25,193
Evans M. Harrell 1,740,820 4,273 25,193
Robert L. Lauth, Jr. 1,744,574 519 25,193
James C. Lintzenich 1,744,285 808 25,193
Edward G. McMahon 1,741,397 3,696 25,193
R. D. "Rusty" Richardson 1,744,574 519 25,193
Edward R. Schmidt 1,744,285 808 25,193
Donald F. Walter 1,744,285 808 25,193
-------------------------- ------------ ------------ --------------
(ii) At the annual meeting, Metro's shareholders also ratified the appointment
of Arthur Andersen, LLP, Indianapolis, Indiana, as independent public
accountants for Metro for the fiscal year ending December 31, 1999, upon the
following vote:
For: 1,743,014 Against: 21,880 Abstaining: 5,392
--------- ------ -----
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits:
Exhibit 10 Material Contracts
Exhibit 27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended June 30, 1999.
14
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, 1999 By: /S/ Ike G. Batalis
---------------------------------
Ike G. Batalis
Chairman and
President (Principal
Executive Officer)
August 13, 1999 By: /S/ Charles V. Turean
-----------------------------
Charles V. Turean
Executive Vice President
(Principal Financial and
Accounting Officer)
15